##### Table of Contents

As filed with the Securities and Exchange Commission on June 30, 2006



---

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549



---

FORM 20-F



---

ANNUAL REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
December 31, 2005

Commission File Number: 33-99720

CELULOSA ARAUCO Y CONSTITUCIÓN S.A.

(Exact name of Registrant as specified in its charter)

Arauco and Constitution Pulp Inc.

(Translation of Registrants name into English)

Republic of Chile

(Jurisdiction of incorporation or organization)

Avenida El Golf 150

14thFloor

Las Condes, Santiago

Chile

(Address of principal
executive offices)

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

None

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:

Title of each class:

7% Notes due 2007

7.20% Notes due 2009

8.625% Notes due 2010

7.75% Notes due 2011

5.125% Notes due 2013

5.6% Notes due 2015

7.50% Notes due 2017

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:

Shares of Common Stock, without par value: 113,152,446

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ̈No  x

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

Yes ̈No  x

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ̈Item 18  x

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

Yes ̈No  x



---



---

##### Table of Contents

TABLE OF CONTENTS



|          |  |                                                                                  |  |     
|--------- |  | -------------------------------------------------------------------------------- |  | ----
|          |  |                                                                                  |  | Page
|PART I   
|          |  |                                                                                 
|ITEM 1.   |  | Identity of Directors, Senior Management and Advisers                            |  | 1   
|          |  |                                                                                 
|ITEM 2.   |  | Offer Statistics and Expected Timetable                                          |  | 1   
|          |  |                                                                                 
|ITEM 3.   |  | Key Information                                                                  |  | 1   
|          |  |                                                                                 
|ITEM 4.   |  | Information on the Company                                                       |  | 10  
|          |  |                                                                                 
|ITEM 5.   |  | Operating and Financial Review and Prospects                                     |  | 34  
|          |  |                                                                                 
|ITEM 6.   |  | Directors, Senior Management and Employees                                       |  | 52  
|          |  |                                                                                 
|ITEM 7.   |  | Major Shareholders and Related Party Transactions                                |  | 57  
|          |  |                                                                                 
|ITEM 8.   |  | Financial Information                                                            |  | 59  
|          |  |                                                                                 
|ITEM 9.   |  | The Offer and Listing                                                            |  | 61  
|          |  |                                                                                 
|ITEM 10.  |  | Additional Information                                                           |  | 61  
|          |  |                                                                                 
|ITEM 11.  |  | Quantitative and Qualitative Disclosures About Market Risk                       |  | 69  
|          |  |                                                                                 
|ITEM 12.  |  | Description of Securities Other Than Equity Securities                           |  | 70  
|         
|PART II  
|          |  |                                                                                 
|ITEM 13.  |  | Defaults, Dividend Arrearages and Delinquencies                                  |  | 71  
|          |  |                                                                                 
|ITEM 14.  |  | Material Modifications to the Rights of Security Holders and the Use of Proceeds |  | 71  
|          |  |                                                                                 
|ITEM 15.  |  | Controls and Procedures                                                          |  | 71  
|          |  |                                                                                 
|ITEM 16A. |  | Audit Committee Financial Expert                                                 |  | 71  
|          |  |                                                                                 
|ITEM 16B. |  | Code of Ethics                                                                   |  | 71  
|          |  |                                                                                 
|ITEM 16C. |  | Principal Accountant Fees and Services                                           |  | 72  
|          |  |                                                                                 
|ITEM 16D. |  | Exemptions From the Listing Standards for Audit Committees                       |  | 72  
|          |  |                                                                                 
|ITEM 16E. |  | Purchases of Equity Securities by the Issuer and Affiliated Purchasers           |  | 72  
|         
|PART III 
|          |  |                                                                                 
|ITEM 17.  |  | Financial Statements                                                             |  | 73  
|          |  |                                                                                 
|ITEM 18.  |  | Financial Statements                                                             |  | 73  
|          |  |                                                                                 
|ITEM 19.  |  | Exhibits                                                                         |  | 73  



i



---

##### Table of Contents

Celulosa Arauco y Constitución S.A. is a public corporation (sociedad anónima
abierta) organized under the laws of the Republic of Chile. Except where otherwise specified or the context otherwise requires, when we refer to the Company, Arauco or we, in this annual report, we mean
Celulosa Arauco y Constitución S.A. and its consolidated subsidiaries. When we refer to Chile, we mean the Republic of Chile; when we refer to Argentina, we mean the Argentine Republic; when we refer to
Brazil, we mean the Federative Republic of Brazil; and when we refer to Uruguay, we mean the Oriental Republic of Uruguay. All references to tons are to metric tons (1,000 kilograms), which equal 2,204.7 pounds.
One hectare equals 10,000 square meters or 2.471 acres. Discrepancies in any table between totals and the sums of the amounts listed are due to rounding.

Unless otherwise specified, all references to $, U.S.$, U.S. dollars or dollars are to United States dollars; references to Chilean pesos or Ch$
are to Chilean pesos; references to Argentine pesos or Ar$ are to Argentine pesos; references to Brazilian reals or R$ are to Brazilian reals; references to  or euro are
to the euro, the single European currency established pursuant to the European Economic and Monetary Union; and references to UF are to Unidades de Fomento. The UF is a unit of account that is linked to, and adjusted daily to
reflect changes in, the Chilean consumer price index reported by the Chilean National Institute of Statistics (Instituto Nacional de Estadísticas). At December 31, 2005, one UF equaled U.S.$35.07 and Ch$17,974.81.

Item 18 of this annual report includes our audited consolidated financial statements as of December 31, 2004 and 2005 and for the years ended
December 31, 2003, 2004 and 2005, including the notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

For your convenience, we have included translations of certain amounts into dollars at a specified rate. Unless otherwise indicated, the U.S. dollar
equivalent for information in Chilean pesos is based on the observed exchange rate (dólar observado) reported by the Central Bank of Chile (Banco Central de Chile), which we refer to as the Central Bank, for December 31,
2005, which was Ch$512.5 to U.S.$1.00. The observed exchange rate is, for any date, the average exchange rate at which transactions are actually carried out in the Formal Exchange Market (Mercado Cambiario Formal) on the previous day, as
certified by the Central Bank on the following business day. You should not construe these translations as representations that the Chilean peso amounts actually represent such dollar amounts or could be converted into dollars at the rates indicated
or at any other rate. On June 22, 2006, the observed exchange rate was Ch$546.57 to U.S.$1.00. For information regarding historical rates of exchange in Chile from January 1, 2001 see Item 3. Key InformationExchange
Rates.

The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.

Unless otherwise specified, references to the devaluation or the appreciation of the Chilean peso against the U.S. dollar are in nominal terms (without
adjusting for inflation), based on the observed exchange rates for the relevant period.



ii



---

##### Table of Contents

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
|------- | ---------------

SELECTED FINANCIAL DATA

The selected financial information presented below is prepared in accordance with U.S. GAAP as of and for the years ended
December 31, 2001, 2002, 2003, 2004 and 2005. The selected U.S. GAAP financial information should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements, prepared in
accordance with U.S. GAAP, included in Item 18.

The selected U.S. GAAP financial information as of December 31, 2004 and 2005
and for the years ended December 31, 2003, 2004 and 2005 is derived from our audited consolidated financial statements provided in Item 18.

For all periods, the financial data in the following table are expressed in U.S. dollars, the currency in which we publish our audited consolidated financial statements. See Note 1 to our audited consolidated
financial statements.



|                                                                                             |  |                                                           |           |   |      |       |           |      |  |       |           |   |  |       |            |   |  |       |            |  
|-------------------------------------------------------------------------------------------- |  | --------------------------------------------------------- | --------- | - | ---- | ----- | --------- | ---- |  | ----- | --------- | - |  | ----- | ---------- | - |  | ----- | ---------- | -
|                                                                                             |  | As of and for the year ended December 31,                 |          
|                                                                                             |  | 2001                                                      |           |   | 2002 |       |           | 2003 |  |       | 2004      |   |  | 2005  |           
|                                                                                             |  | (in thousands of U.S.$, except ratios and per share data) |          
|Income Statement Data                                                                        |  |                                                           |           |   |      |       |           |      |  |       |           |   |  |       |            |   |  |       |            |  
|Sales revenue                                                                                |  | U.S.$                                                     | 1,173,826 |   |      | U.S.$ | 1,188,018 |      |  | U.S.$ | 1,458,220 |   |  | U.S.$ | 2,075,052  |   |  | U.S.$ | 2,373,907  |  
|Cost of sales                                                                                |  |                                                           | (689,837  | ) |      |       | (620,464  | )    |  |       | (782,793  | ) |  |       | (1,041,590 | ) |  |       | (1,388,322 | )
|Depreciation                                                                                 |  |                                                           | (119,796  | ) |      |       | (103,885  | )    |  |       | (112,636  | ) |  |       | (141,329   | ) |  |       | (170,291   | )
|Selling and administrative expenses                                                          |  |                                                           | (94,047   | ) |      |       | (100,515  | )    |  |       | (105,897  | ) |  |       | (124,784   | ) |  |       | (180,355   | )
|                                                                                             |  |                                                           |           |   |      |       |           |      |  |       |           |   |  |       |            |   |  |       |            |  
|Income from operations                                                                       |  |                                                           | 270,146   |   |      |       | 363,154   |      |  |       | 456,894   |   |  |       | 767,349    |   |  |       | 634,939    |  
|Interest income                                                                              |  |                                                           | 14,794    |   |      |       | 21,995    |      |  |       | 30,051    |   |  |       | 25,431     |   |  |       | 34,487     |  
|Other income (expense)                                                                       |  |                                                           | (3,871    | ) |      |       | 1,513     |      |  |       | 1,570     |   |  |       | (4,990     | ) |  |       | (2,225     | )
|Foreign exchange gains (losses)                                                              |  |                                                           | (26,058   | ) |      |       | 11,668    |      |  |       | 52,353    |   |  |       | 16,227     |   |  |       | (6,249     | )
|Interest expenses                                                                            |  |                                                           | (62,362   | ) |      |       | (61,692   | )    |  |       | (46,629   | ) |  |       | (78,109    | ) |  |       | (109,886   | )
|                                                                                             |  |                                                           |           |   |      |       |           |      |  |       |           |   |  |       |            |   |  |       |            |  
|Income before taxes, minority interest and equity from earnings of unconsolidated affiliates |  |                                                           | 192,649   |   |      |       | 336,638   |      |  |       | 494,239   |   |  |       | 725,908    |   |  |       | 551,066    |  
|Provision for income taxes                                                                   |  |                                                           | (12,956   | ) |      |       | (52,578   | )    |  |       | (80,574   | ) |  |       | (139,899   | ) |  |       | (113,328   | )
|Minority interest in consolidated subsidiaries                                               |  |                                                           | (225      | ) |      |       | (267      | )    |  |       | (199      | ) |  |       | (321       | ) |  |       | (72        | )
|Equity in earnings of unconsolidated affiliates                                              |  |                                                           | 1,463     |   |      |       | 2,558     |      |  |       | 6,001     |   |  |       | 6,473      |   |  |       | 6,682      |  
|                                                                                             |  |                                                           |           |   |      |       |           |      |  |       |           |   |  |       |            |   |  |       |            |  
|Net income                                                                                   |  |                                                           | 180,931   |   |      |       | 286,351   |      |  |       | 419,467   |   |  |       | 592,161    |   |  |       | 444,348    |  
|Dividends paid                                                                               |  |                                                           | 67,610    |   |      |       | 71,702    |      |  |       | 133,906   |   |  |       | 175,387    |   |  |       | 207,724    |  



1



---

##### Table of Contents

|                                                   |  |                                                           |   |  |             |   |  |             |   |  |             |   |  |             |  
|-------------------------------------------------- |  | --------------------------------------------------------- | - |  | ----------- | - |  | ----------- | - |  | ----------- | - |  | ----------- | -
|                                                   |  | As of the year ended December 31,                         |  
|                                                   |  | 2001                                                      |   |  | 2002        |   |  | 2003        |   |  | 2004        |   |  | 2005        |  
|                                                   |  | (in thousands of U.S.$, except ratios and per share data) |  
|Balance Sheet Data                                 |  |                                                           |   |  |             |   |  |             |   |  |             |   |  |             |  
|Property, plant and equipment (less forests), net  |  | 1,653,466                                                 |   |  | 1,851,240   |   |  | 2,176,701   |   |  | 2,524,428   |   |  | 3,087,900   |  
|Forests                                            |  | 1,167,462                                                 |   |  | 1,188,013   |   |  | 1,243,638   |   |  | 1,412,488   |   |  | 1,549,903   |  
|Total assets                                       |  | 3,899,257                                                 |   |  | 4,110,336   |   |  | 4,736,027   |   |  | 5,273,866   |   |  | 6,114,019   |  
|Total long-term liabilities                        |  | 1,711,740                                                 |   |  | 1,570,080   |   |  | 2,026,365   |   |  | 1,919,979   |   |  | 2,434,810   |  
|Total shareholders equity                         |  | 1,974,785                                                 |   |  | 2,157,665   |   |  | 2,421,001   |   |  | 2,787,267   |   |  | 3,090,118   |  
|                                                   |  |                                                           |   |  |            
|Other Financial Data                               |  |                                                           |   |  |             |   |  |             |   |  |             |   |  |             |  
|Capital expenditures(1)                            |  | 223,831                                                   |   |  | 330,804     |   |  | 512,939     |   |  | 757,320     |   |  | 618,337     |  
|Depreciation                                       |  | 119,796                                                   |   |  | 103,885     |   |  | 112,636     |   |  | 141,329     |   |  | 170,291     |  
|Number of shares                                   |  | 113,152,446                                               |   |  | 113,152,446 |   |  | 113,152,446 |   |  | 113,152,446 |   |  | 113,152,446 |  
|Net income per share                               |  | 1.60                                                      |   |  | 2.53        |   |  | 3.71        |   |  | 5.23        |   |  | 3.93        |  
|Dividends per share                                |  | 0.60                                                      |   |  | 0.63        |   |  | 1.18        |   |  | 1.55        |   |  | 1.84        |  
|                                                   |  |                                                           |   |  |            
|Cash Flow Data                                     |  |                                                           |   |  |             |   |  |             |   |  |             |   |  |             |  
|Total operating cash flow                          |  | (55,692                                                   | ) |  | 481,651     |   |  | 346,513     |   |  | 870,523     |   |  | 750,952     |  
|Total cash flow arising from financing activities  |  | 238,453                                                   |   |  | (124,566    | ) |  | 193,388     |   |  | (127,636    | ) |  | 115,661     |  
|Total cash flow arising from investment activities |  | (224,154                                                  | ) |  | (330,362    | ) |  | (561,773    | ) |  | (745,679    | ) |  | (865,138    | )

---

|(1) | Accrued for the period. See Note 13 to our audited consolidated financial statements.
|--- | -------------------------------------------------------------------------------------



2



---

##### Table of Contents

EXCHANGE RATES

The following table sets forth, for the periods and dates indicated, certain information concerning the observed exchange rate reported by the Central Bank. No representation is made that the Chilean peso or U.S.
dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Chilean pesos, as the case may be, at the rates indicated or at any other rate. The Federal Reserve Bank of New York does not report a noon
buying rate for Chilean pesos. On June 22, 2006, the observed exchange rate was Ch$546.57 to U.S.$1.00. See Item 10. Additional InformationExchange Controls.



|                            |  |                                        |  |        
|--------------------------- |  | -------------------------------------- |  | -------
|                            |  | Observed Exchange Rates(Ch$ per U.S.$)
|Month                       |  | Low(1)                                 |  | High(1)
|December 2005               |  | 509.70                                 |  | 518.38 
|January 2006                |  | 513.18                                 |  | 535.36 
|February 2006               |  | 516.91                                 |  | 532.35 
|March 2006                  |  | 516.75                                 |  | 536.16 
|April 2006                  |  | 511.44                                 |  | 525.40 
|May 2006                    |  | 512.76                                 |  | 532.92 
|June 2006 (through June 22) |  | 529.91                                 |  | 547.83 



|                      |  |                                       
|--------------------- |  | --------------------------------------
|                      |  | Observed Exchange Rates(Ch$ per U.S.$)
|Year                  |  | Average(2)                            
|2001                  |  | 637.57                                
|2002                  |  | 692.32                                
|2003                  |  | 686.89                                
|2004                  |  | 611.11                                
|2005                  |  | 558.06                                
|2006 (through May 31) |  | 522.94                                

---

Source: Central Bank.



|(1) | Exchange rates are the actual high and low, on a day-by-day basis, for each period.
|--- | -----------------------------------------------------------------------------------



|(2) | For the years 2001 through 2005 and for 2006 through May 31, the average of month-end
rates during the period.
|--- | --------------------------------------------------------------------------------------------------------------



3



---

##### Table of Contents

RISK FACTORS

We are subject to various changing economic, political, social and competitive conditions, particularly in our principal markets. Any of the following risks, if they actually occur, could materially and adversely
affect our business, results of operations, prospects and financial condition.

Risks Relating to Arauco and the Forestry Industry

Environmental concerns led us to temporarily suspend our operations at the Valdivia Mill, which adversely affected, and in the future may continue to adversely
affect, our business, financial condition and results of operations

Our operations at the Valdivia Mill, an industrial development
in the Tenth Region of Chile, have been subject to continued environmental scrutiny by Chilean environmental regulators and the Chilean public since the mill began its operations in 2004. A variety of concerns and claims have been raised regarding
potential environmental impacts in the area. Primarily, it has been alleged that the mills operations impacted the nearby Carlos Anwandter Nature Sanctuary and contributed to the migration and death of black-neck swans living in the area. In
connection with an environmental administrative proceeding, environmental regulators required us to temporarily suspend operations at the Valdivia Mill for approximately one month in January 2005. We resumed operations at the mill on
February 18, 2005. See Item 8. Financial InformationLegal Proceedings.

On June 8, 2005, we voluntarily
suspended operations at the Valdivia Mill, which we estimate resulted in a loss of sales of approximately U.S.$1.0 million per day and a loss of profits of approximately U.S.$250,000 per day. Pursuant to the decision of our board of directors, based
on certain clarifications provided by the Environmental Regional Commission (Comisión Regional del Medio Ambiente), or COREMA, of the Tenth Region of Chile, the mill resumed operations on August 12, 2005 at 80% of its authorized
production capacity, after 64 days of suspended operations. In order to achieve the full production capacity authorized by applicable permits, the mill would have to fulfill certain new requirements established by the COREMA. In March 2006, Knight
Piesold, an independent environmental auditing firm appointed by the COREMA of the Tenth Region of Chile, officially determined that the Valdivia Mill had complied with the applicable requirements. As a result, we are currently taking steps to
resume full production capacity. The suspension of operations at the Valdivia Mill adversely affected our business, financial condition and results of operations. Any future suspension of operations at the Valdivia Mill or at any other of our
operating plants can be expected to have similar adverse effects. We offer no assurance that the Valdivia Mill will be able to operate without further interruption or that it will resume operations at full capacity notwithstanding our compliance
with the new requirements imposed by the COREMA are fulfilled. See Item 4. Information on the CompanyDescription of BusinessPulpPulp millsChileValdivia Mill.

We are subject to legal proceedings related to our mills, which could adversely affect our business, financial condition and results of operations

On April 27, 2005, the National Defense Council (Consejo de Defensa del Estado), the Chilean national agency that
institutes legal proceedings on behalf of the Chilean government, instituted a civil lawsuit seeking reparations, damages and indemnification from us for environmental harm allegedly caused by the Valdivia Mill. If the results of this lawsuit are
unfavorable to us, we may be required to invest funds or take other action to repair any environmental harm a court determines we have caused, which could materially and adversely affect our business, financial condition and results of operations.
We cannot predict the outcome or impact of this lawsuit or when it may be resolved. See Item 8. Financial InformationLegal Proceedings.

Since the end of 2004, various criminal proceedings relating to alleged violations of several environmental laws have been instituted in Chile in which some of our mills may be involved. We cannot predict the outcome
or impact of these proceedings or when they may be resolved. While we are not a defendant in any of these proceedings and Chilean law provides that only individuals can be convicted in criminal actions, as a consequence of these proceedings, certain
measures may be taken that could materially and adversely affect our business or operations. See Item 8. Financial InformationLegal Proceedings.



4



---

##### Table of Contents

The application of environmental regulations could adversely affect our ability to accomplish our development goals
and adversely affect our results of operations

In each country where we have operations, we are subject to numerous national and
local environmental laws concerning, among other matters, health, the handling and disposal of waste and discharges into the air, soil and water. We have made and expect to continue to make substantial expenditures to manage our existing operations
in accordance with environmental requirements. The application of environmental laws in the countries where we have operations may affect our business strategy and our development goals, which may have an adverse effect on our business, financial
condition and results of operations.

Environmental requirements are a factor in the development and operation of new projects. Chilean
environmental regulations have become increasingly stringent in recent years, particularly in connection with the approval of new projects, and this trend is likely to continue. The implementation of these environmental policies in Chile will affect
various aspects of our operations, but the effect on our operations and the outcome of any regulatory review or proceedings is uncertain and difficult to predict. Environmental concerns and enforcement matters also attract public interest and,
therefore, may be subject to political considerations that are beyond our control.

Since 2004, we have been subject to a number of
environmental administrative and judicial proceedings in Chile, including proceedings related to the Valdivia Mill, the Arauco Mill and the Nueva Aldea Project, a forestry-industrial complex in the Eighth Region of Chile. As a result of these
proceedings, we have been subject to fines and sanctions, and we may be subject to fines, injunctions or other sanctions in the future. In January 2005, we were ordered to suspend construction of the pulp mill under construction at the Nueva Aldea
Project for approximately two months in connection with an environmental proceeding instituted by the COREMA for the Eighth Region of Chile. Additional proceedings, enforcement actions or claims related to environmental requirements or impacts may
also be brought against us. Any such proceedings or claims may have an adverse effect on our business, financial condition and results of operations. See Item 4. Information on the CompanyDescription of the
BusinessPulpChile, Item 8. Financial InformationRecent Developments and Legal Proceedings.

In the future, the addition of new or more stringent environmental requirements or changes in the application, interpretation or enforcement of existing requirements, in any country where we have operations, could result in substantially
increased capital, operating or compliance costs, impose conditions that restrict or limit our operations or otherwise adversely affect our business, financial condition and results of operations. These changes could limit the availability of our
funds for other purposes, which could adversely affect our business, financial condition and results of operations.

Fluctuations in market price for
our products could adversely affect our financial condition and results of operations

Prices for pulp, forestry and wood products
can fluctuate significantly. The average price, on an annual basis, for Norscan bleached softwood kraft market pulp (pulp produced in Canada and Northern Europe sold to manufacturers of paper products delivered in Northern Europe, or NBSK), which is
the benchmark for softwood bleached pulp, ranged from U.S.$541.9 in 2001 to U.S.$616.0 in 2004. In 2005, the price of NBSK ranged from a minimum of U.S.$583.1 to a maximum of U.S.$648.6. Our financial condition and results of operations could be
materially and adversely affected if the price of pulp or other forestry products were to decline significantly from current levels. The prices that we are able to obtain for pulp products and, to a lesser extent, other forestry products depend on
the following:



| |  |  | prevailing world prices, which historically have been subject to significant fluctuations over relatively short periods of time, depending on worldwide demand;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | world production capacity;
| | - |  | --------------------------



| |  |  | the business strategies adopted by major integrated forestry, pulp and paper producers and other major producers; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------



5



---

##### Table of Contents

| |  |  | the availability of substitutes.
| | - |  | --------------------------------

Each of these factors is beyond our
control.

Worldwide competition in the markets for our products could adversely affect our business and results of operations

We experience substantial worldwide competition in each of our geographical markets and in each of our product lines. Several of our competitors are
larger than we are and have greater financial and other resources, which they could use to take steps that could adversely affect our financial and competitive position. The market pulp industry is sensitive to changes in industry capacity and
producer inventories, as well as to cyclical changes in the worlds economies, all of which may significantly affect selling prices and, thereby, our profitability. Increased competition could materially and adversely affect our business,
financial condition and results of operations.

We depend on free international trade as well as economic and other conditions in our principal
export markets

In 2005, export sales accounted for approximately 78.2% of our total sales revenues. During this period, 32.1% of
our export sales were to customers in Asia, 34.0% to customers in North America, 19.2% to customers in Europe and 7.0% to customers in Central and South America. As a result, our results of operations depend, to a significant degree, on economic,
political and regulatory conditions in our principal export markets. Our ability to compete effectively in our export markets could be materially and adversely affected by a number of factors beyond our control, including deterioration in
macroeconomic conditions, exchange rate volatility, government subsidies, and the imposition of increased tariffs or other trade barriers. If our ability to sell our products competitively in one or more of our principal export markets were impaired
by any of these developments, it might be difficult to re-allocate our products to other markets on equally favorable terms and our business, financial condition and results of operations might be adversely affected.

Disease or fire could affect our forests and manufacturing processes and, in turn, adversely affect our financial condition and results of operations

Our operations are subject to various risks affecting our forests and manufacturing facilities, including disease and fire.
Although, in the past, certain pests and diseases afflicting radiata or taeda pine plantations in other parts of the world have not significantly affected the forestry industries in Chile, Argentina, Brazil and Uruguay, these pests or diseases may
appear in Chile, Argentina, Brazil or Uruguay in the future. Although, in the past, forest fires have not significantly affected our plantations party due to the broad geographic extension of our plantations and the varied ages and climatic
conditions of our plantations, forest fires may affect our plantations in the future. Our operations and, as a result, our financial condition and results of operations could be adversely affected if any of these risks were realized.

Risks Relating to Chile

Chilean political and economic
conditions directly impact our business and the market price of our securities

At December 31, 2005, 78.8% of our property,
plant and equipment and forest assets were located in Chile, and in 2005, approximately 11.9% of our sales revenue was derived from sales to customers in Chile. Accordingly, our business, financial condition and results of operations depend, to a
considerable extent, upon economic conditions in Chile. Future developments in the Chilean economy could adversely affect our financial condition or results of operations and may impair our ability to proceed with our strategic plan of business. In
addition, such developments may impact the market price of our securities.

The Chilean government has exercised and continues to exercise
a substantial influence over many aspects of the private sector and has changed monetary, fiscal, tax and other policies to influence the Chilean economy. We have no control over and cannot predict how government intervention and policies will
affect the Chilean economy or, directly and indirectly, our operations and revenues. Our operations and financial condition and the market price of our securities may be adversely affected by changes in policies involving exchange controls, taxation
and other



6



---

##### Table of Contents

matters. In addition, our operations and financial condition and the market price of our securities may be adversely affected by factors such as:



| |  |  | fluctuations in exchange rates;
| | - |  | -------------------------------



| |  |  | base interest rate fluctuations; and
| | - |  | ------------------------------------



| |  |  | other political, diplomatic, social and economic developments in or affecting Chile.
| | - |  | ------------------------------------------------------------------------------------

Changes in inflation, which was 2.4% in 2004 and 3.7% in 2005, as measured by changes in the Chilean consumer price index, may adversely affect our operations and financial condition and the market price of our
securities.

Risks Relating to Argentina

The
economic crisis in Argentina may adversely affect our financial condition and results of operations

At December 31, 2005,
approximately 15.1% of our property, plant and equipment and forest assets were located in Argentina, and in 2005, approximately 12.0% of our net sales were attributable to our Argentine operations. On October 31, 2005, through our subsidiary
Industrias Forestales S.A., we acquired from Louis Dreyfus S.A.S. 100% of the stock of Ecoboard S.A.I.F. and Ecoresin S.A. (formerly Louis Dreyfus S.A.I.F.) in Argentina and, indirectly as a result of that purchase, 100% of the stock of CAIF S.A.
and Faplac S.A. (formerly LD Manufacturing S.A.) and 60% of the stock of Flooring S.A. The financial condition and results of our Argentine operations, including the ability of Alto Paraná S.A., or Alto Paraná, our Argentine
subsidiary, to raise capital, depend, to a certain extent, upon political and economic conditions prevailing in Argentina. SeeItem 4. Information on the CompanyDescription of BusinessHistory.

From 1998 to 2002, the Argentine economy experienced an economic recession marked by reduced levels of consumption and investment and an elevated
unemployment rate. The Argentine gross domestic product decreased by 0.8% in 2000, 4.04% in 2001 and 10.9% in 2002. Since 2003, economic indicators have showed some signs of recovery, and the Argentine gross domestic product increased by 8.8% in
2003, by 9.0% in 2004 and by 9.2% in 2005. However, the Argentine economy may not continue to recover, and future economic, social and political developments in Argentina, over which we have no control, could adversely affect our business, financial
condition and results of operations.

In addition, the Argentine government has exercised and continues to exercise a significant influence
over many aspects of the Argentine economy. Accordingly, the Argentine governments actions, including actions with respect to inflation, price controls, interest rates, foreign exchange controls, organized labor and taxes, have had and may
continue to have a material adverse effect on private sector entities, including our operations in Argentina.

Argentine Central Bank restrictions
may impair Alto Paranás ability to meet its obligations and transfer money abroad

We guarantee a portion of Alto
Paranás debt. We may be required to fulfill our obligation under our guarantees if the Argentine government were to restrict Alto Paranás ability to transfer funds abroad.

Since 2001, the Argentine government has imposed a number of monetary and currency exchange control measures, which have included the obligation to
repatriate foreign currency earned abroad and tight restrictions on transferring funds abroad, with certain exceptions for authorized transactions. Although current restrictions have not materially affected Alto Paranás financial
condition and results of operations, there can be no assurance that the Central Bank of Argentina will not reverse its position and again restrict payments, which could impose material obstacles to Alto Paranás ability to transfer money
abroad and negatively affect its financial condition and results of operations.



7



---

##### Table of Contents

Risks Relating to Brazil

Economic conditions in Brazil may have a direct impact on our financial condition and results of operations

At December 31, 2005, approximately 6.1% of our property, plant and equipment and forest assets were located in Brazil, and in 2005, approximately
6.0% of our net sales were attributable to our Brazilian operations. During the first quarter of 2005, we acquired all of the shares of capital stock of LD Forest Products S.A. and of Placas do Paraná S.A. in Brazil, as well as 50% of the
shares of capital stock of Dynea Brasil S.A. in Brazil. Consequently, to a certain extent, our financial condition and results of operations will be dependent on economic conditions in Brazil. SeeItem 4. Information on the
CompanyDescription of BusinessHistory.

The Brazilian government has exercised, and continues to exercise, significant influence
over the Brazilian economy. Brazilian political and economic conditions have a direct impact on our business

The Brazilian
government frequently intervenes in the Brazilian economy and, occasionally, makes drastic changes in policy and regulations. The Brazilian governments actions to control inflation and other policies and regulations have often involved, among
other measures, wage and price controls, currency devaluations, capital controls and limits on imports. The business, financial condition and results of operations of our recently acquired Brazilian subsidiaries may be adversely affected by changes
in policy or regulation involving tariffs and exchange controls, as well as by factors such as:



| |  |  | currency fluctuations;
| | - |  | ----------------------



| |  |  | inflation;
| | - |  | ----------



| |  |  | social instability;
| | - |  | -------------------



| |  |  | price instability;
| | - |  | ------------------



| |  |  | interest rates;
| | - |  | ---------------



| |  |  | liquidity of domestic capital and lending markets;
| | - |  | --------------------------------------------------



| |  |  | tax policy; and
| | - |  | ---------------



| |  |  | other political, diplomatic, social and economic developments in or affecting Brazil.
| | - |  | -------------------------------------------------------------------------------------

Inflation and government efforts to combat inflation could harm the business of our recently acquired Brazilian subsidiaries

Brazil has, in the past, experienced extremely high rates of inflation. Annual rates of inflation reached 929% in 1994, as measured by the Brazilian consumer price index (Índice Nacional de Preços ao
Consumidor). Brazils rates of inflation were 14.7% in 2002, 10.4% in 2003, 6.1% in 2004 and 5.0% in 2005. In the past, inflation, governmental measures to combat inflation and public speculation about possible future actions have had
significant negative effects on the Brazilian economy. If Brazil experiences high inflation in the future, the business, financial condition and results of operations of our recently acquired Brazilian subsidiaries could suffer.

Fluctuations in the value of Brazils currency against the value of the U.S. dollar may result in uncertainty in the Brazilian economy and the Brazilian
securities market, which may adversely affect the financial condition and results of operations of our recently acquired Brazilian subsidiaries

As a result of inflationary pressures, Brazils currency has been devalued periodically during the last four decades. Throughout this period, the Brazilian government has implemented various economic plans and
utilized a number of exchange rate policies, including sudden devaluations, periodic mini-devaluations during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and



8



---

##### Table of Contents

dual exchange rate markets. Since 1999, Brazil has maintained a floating exchange rate system. Although over long periods, devaluation of Brazils
currency generally has correlated with the rate of inflation in Brazil, devaluation over shorter periods has resulted in significant fluctuations in the exchange rate between Brazils currency and the U.S. dollar and other currencies.
Devaluation of the Brazilian real and currency instability could adversely affect the ability of our Brazilian subsidiaries to meet their foreign currency obligations in the future and could result in a monetary loss relating to this indebtedness.

Risks Relating to Other Markets

Our business,
earnings and prospects may be adversely affected by developments in other countries that are beyond our control

Our business and
results of operations depend, to a large extent, on the level of economic activity, government and foreign exchange policies and political and economic developments in our principal export markets. In 2005, approximately 92.5% of our total pulp
sales and approximately 71.2% of our total sales of forestry, wood and panel products were attributable to exports, principally to customers in Asia, the Americas and Western Europe. Our business, earnings and prospects, as well as our financial
condition, results of operations and the market price of our securities, may be materially and adversely affected by developments in these export markets relating to inflation, interest rates, currency fluctuations, protectionism, government
subsidies, price and wage controls, exchange control regulations, taxation, expropriation, social instability or other political, economic or diplomatic developments. We have no control over these conditions and developments, which could adversely
affect our business, financial condition and results of operations.

Developments in other emerging markets may adversely affect the market price of
our securities and our ability to raise additional capital

The market price of our securities may be adversely affected by
declines in the international financial markets and world economic conditions. Chilean securities markets are, to varying degrees, influenced by economic and market conditions in other emerging market countries, especially those in Latin America.
Although economic conditions are different in each country, investors reactions to developments in one country can affect the securities markets and the securities of issuers in other countries, including Chile. Negative developments in the
international financial markets in the future could adversely affect the market price of our securities and impair our ability to raise additional capital.

Risks Relating to Our Securities

The non-payment of funds by our subsidiaries could have a material and adverse effect on our
business, financial condition, results of operations and ability to service our debt, including our securities

Our cash flow and
our ability to service debt is dependent, in part, on the cash flow and earnings of our subsidiaries and the payment of funds by those subsidiaries to us, in the form of loans, interest, dividends or otherwise. Our subsidiaries are separate and
distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due under the terms of our securities or to make any funds available for such purpose. Furthermore, claims of creditors of our subsidiaries, including trade
creditors, will have priority over our creditors, including holders of our securities, with respect to the assets and cash flow of the subsidiaries. Our right to receive assets of any of our subsidiaries upon their liquidation or reorganization (and
the consequent right of the holders of our securities to participate in those assets) will be effectively subordinated to the claims of that subsidiarys creditors.

Changes in Chilean tax laws could lead us to redeem our securities

Under current Chilean law
and regulations, payments of interest to holders of debt securities that are not residents of Chile for purposes of Chilean taxation will, generally, be subject to Chilean withholding tax at a rate of 4.0%. Subject to certain exceptions, we will pay
additional amounts (as described in Item 10. Additional InformationTaxation) so that the amount received by the holder of securities after Chilean withholding tax will



9



---

##### Table of Contents

equal the amount that would have been received if no such taxes had been applicable. In the event of certain changes in Chilean tax laws requiring that we
pay additional amounts that are in excess of the additional amounts that we would owe if payments of interest on our securities were subject only to a 4.0% withholding tax, we will have the right to redeem our securities.

FORWARD-LOOKING STATEMENTS

This
annual report on Form 20-F contains words such as believe, expect, anticipate and similar expressions that identify forward-looking statements, which reflect our views about future events and financial
performance. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties. These forward-looking statements are based on current plans, estimates and projections; therefore, readers should not place undue reliance on them. Actual results could
differ materially from those projected in such forward-looking statements because of various factors that may be beyond our control, including but not limited to our ability to service our debt, fund our working capital requirements, comply with
financial covenants in certain of our debt instruments, fund and implement our capital expenditure programs and maintain our relationships with customers, as well as a change in control, the effects on us from competition, future demand for forestry
and wood products in the Chilean, Argentine, Brazilian, Uruguayan and export markets, international prices for forestry and wood products, the state of the Chilean and world economies and manufacturing industries, the relative value of the Chilean
peso compared to other currencies, inflation, increases in interest rates and changes in our regulatory environment. Forward-looking statements in this annual report speak only as of their dates, and we do not undertake any obligation to update or
revise any of them, whether as a result of new information, future events or otherwise.



|Item 4. | Information on the Company
|------- | --------------------------

DESCRIPTION OF
BUSINESS

We believe that, as of December 31, 2005, we are Chiles largest forest plantation owner, and that we are
Chiles largest exporter of forestry and wood products in terms of sales revenue. As of that date, we had approximately 687,544 hectares of plantations in Chile. During 2005, we harvested 14.1 million cubic meters of sawlogs and
pulplogs and exported 3,298,326 cubic meters of forestry and wood products, including sawlogs, sawn timber (green and kiln-dried lumber and remanufactured wood products) and panels (plywood, medium density fiber board, or MDF, particle board,
or PBO, and high density fiber board, or HB).

Based on information published by Resource Information Systems, Inc., an independent
research company for the pulp and paper industry, at December 31, 2005, we were one of the worlds largest producers of bleached and unbleached softwood kraft market pulp in terms of volume of pulp produced in 2005, with an estimated 5.3%
share of the total world production of bleached softwood kraft market pulp and a 14.9% share of the total world production of softwood kraft market unbleached pulp. Market pulp is pulp sold to manufacturers of paper products, as opposed
to pulp produced by an integrated paper producer for use in its paper production facilities. Kraft pulp is pulp produced using a chemical process.

Based on information published by Resource Information Systems, Inc., we were also one of the worlds lowest-cost producers of softwood kraft market pulp. We believe that we are able to produce our products at a
lower cost than our competitors because of the high growth rate and short harvest cycle of radiata pine compared to other commercial softwoods, the advanced genetic and silviculture techniques we apply in our forest management, our competitive labor
costs, our modern mill facilities and the proximity of our operations to Pacific coast ports.



10



---

##### Table of Contents

History

Celulosa Arauco y Constitución S.A. is a public corporation (sociedad anónima abierta) organized under the laws of Chile. Our principal executive offices are located at Avenida El Golf 150, 14thFloor, Las Condes, Santiago, Chile, and our telephone number is +56-2-461-7200.

We were formed on September 14, 1979 in a merger between Industrias de Celulosa Arauco S.A., or Industrias Arauco, and Celulosa Constitución
S.A., or Celulosa Constitución. Our two predecessor companies were created in the late 1960s and early 1970s by Corporación de Fomento de la Producción, or Corfo, a Chilean government development corporation, to develop forest
resources, improve soil quality in former farming areas and promote employment. As part of the Chilean governments privatization program, Corfo sold Industrias Arauco to Compañía de Petróleos de Chile S.A., or Copec, in
1977 and Celulosa Constitución to Copec in 1979. In October 2003, Copec transferred all of its gasoline- and fuel-related business assets to a new subsidiary, and changed its legal name to Empresas Copec S.A., or Empresas Copec. See
Item 7. Major Shareholders and Related Party TransactionsMajor Shareholders.

In 1990, we founded Investigaciones
Forestales Bioforest S.A., or Bioforest, to conduct applied research in genetic improvement, site productivity, pest and disease control and wood quality, with the goal of increasing the productivity of our forest resources.

In 1990, we also began the construction of a second production line at the Arauco Mill, Arauco II, which was completed in 1991. Arauco II had an annual
production capacity of approximately 350,000 metric tons, at that time, and was built next to Arauco I, the existing production line. The construction of Arauco II cost approximately U.S.$600 million, which was, at that time, the largest investment
in our history.

In 1996, we acquired Alto Paraná S.A., an Argentine company, which, at that time, owned plantations and other land
in Argentina and manufactured and sold bleached softwood kraft pulp. With this acquisition, we expanded our market opportunities outside of Chile.

In 2000, we acquired 98% of the shares of Forestal Cholguán S.A., or Cholguán, and 50% of Trupán S.A., or Trupán, which permitted us to enter the MDF and HB markets, and in 2002, we began operations at two new
MDF mills, one in Chile and one in Argentina.

During 2003, we began construction of the first phase of the Nueva Aldea Project, a new
forestry-industrial complex in the Eighth Region of Chile, which was completed at the end of 2004 at a cost of approximately U.S.$154 million. During 2004, we commenced construction of the second phase of the Nueva Aldea Project, which includes the
development of a new pulp mill with installed annual production capacity of 856,000 tons of bleached pulp, consisting of softwood pulp and eucalyptus pulp. We expect to complete construction in mid-2006 and start production shortly thereafter. On
February 13, 2006, the COREMA of the Eighth Region of Chile approved the environment impact study for the construction and operation of the Nueva Aldea Mill Pipeline, which we anticipate will commence operations during the fourth quarter of
2007. See Item 4. Information on the CompanyDescription of the BusinessPulpChile.

During the first
quarter of 2004, we completed construction of the Valdivia Mill, which required a capital expenditure of U.S.$573.5 million.

On
January 6, 2005, through Forestal Valdivia S.A., we acquired 80% of Forestal Los Lagos S.A., which represented an investment of U.S.$21.4 million and included 9,234 hectares of land planted with eucalyptus in the Tenth Region of Chile.

On March 9, 2005, we acquired from Louis Dreyfus S.A.S. 100% of the stock of LD Forest Products S.A., a forest company located in the
Brazilian state of Paraná that owned 43,000 hectares of land, of which 25,800 hectares were forest plantations, and, indirectly as a result of that purchase, 100% of the stock of Placas do Paraná S.A., an industrial company that owns
an MDF mill and a particleboard mill in Paraná, and 50% of the stock of Dynea Brasil S.A., which owns a mill that produces impregnated paper and a formaldehyde and resin plant in



11



---

##### Table of Contents

Paraná. We paid an aggregate purchase price for these acquisitions of approximately U.S.$168.0 million. With these acquisitions, we acquired an MDF
mill in Brazil with installed annual production capacity of approximately 250,000 cubic meters, a particleboard mill with installed annual production capacity of approximately 320,000 cubic meters, an impregnated paper mill, a formaldehyde and resin
plant and 25,800 hectares of plantations.

On October 31, 2005, we acquired from Louis Dreyfus S.A.S., 100% of the stock of two
holding companies in Argentina, Ecoboard S.A.I.F. and Louis Dreyfus S.A.I.F., and, indirectly as a result of that purchase, 100% of the stock of Caif S.A., a holding company that owns LD Manufacturing S.A. and 60% of the stock of Flooring S.A. As a
result of these acquisitions, we own a particleboard mill with installed annual production capacity of approximately 230,000 cubic meters, a chemical plant that produces resins used for the production of wood panels, an MDF and particleboard-based
wood floor mill with installed annual production capacity of approximately two million square meters, and an additional 8,000 hectares of plantations in Argentina. We paid an aggregate purchase price of approximately U.S.$55.0 million for this
acquisition.

In February 2006, the COREMA of the Seventh Region of Chile approved an environmental impact study for the construction of a
new pipeline for the Constitución Mill, which we currently anticipate will commence operations during the second half of 2006.

We
are in the process of acquiring the forestry assets of Cementos Bío-Bío S.A. through Forestal Arauco S.A., for a purchase price of approximately U.S.$136 million. These assets consist of 21,000 hectares of pine plantations, one sawmill
with an annual production capacity of approximately 250,000 cubic meters per year and a remanufacturing facility. We anticipate that this transaction will be consummated on June 30, 2006. There can be no assurance, however, that this
transaction will be consummated.

Corporate Structure

We are substantially wholly owned by Empresas Copec S.A., a public company listed on the Santiago Stock Exchange, the Valparaíso Stock Exchange and the Chilean Electronic Stock Exchange. Empresas Copec is a
holding company, the principal interests of which are in Arauco, gasoline distribution, retailing, electricity, gas distribution and fishing. See Item 7. Major Shareholders and Related Party TransactionsMajor Shareholders.

The following table sets forth our ownership interests in our subsidiaries as of December 31, 2005.



|                                                  |  |                         |  |                  |  
|------------------------------------------------- |  | ----------------------- |  | ---------------- | -
|                                                  |  | Country ofincorporation |  | Total stock held |  
|Agenciamiento y Servicios Profesionales S.A.      |  | Mexico                  |  | 99.9985          | %
|Alto Paraná S.A.                                  |  | Argentina               |  | 99.9686          |  
|Arauco Denmark ApS                                |  | Denmark                 |  | 99.9990          |  
|Arauco Distribución S.A.                          |  | Chile                   |  | 99.9992          |  
|Arauco Ecuador S.A.                               |  | Ecuador                 |  | 99.9985          |  
|Arauco Europe S.A.                                |  | Switzerland             |  | 99.9785          |  
|Arauco Forest Brasil S.A. (Ex LD Forest Products) |  | Brazil                  |  | 99.9972          |  
|Arauco Forest Products B.V.                       |  | The Netherlands         |  | 99.9999          |  
|Arauco Generación S.A.                            |  | Chile                   |  | 99.9985          |  
|Arauco Honduras S. de R.L. de C.V.                |  | Honduras                |  | 99.9985          |  
|Arauco Internacional S.A.                         |  | Chile                   |  | 99.9985          |  
|Araucomex S.A. de C.V.                            |  | Mexico                  |  | 99.9985          |  
|Arauco Perú S.A.                                  |  | Peru                    |  | 99.9985          |  
|Arauco Wood Products, Inc.                        |  | U.S.A.                  |  | 99.9985          |  
|Aserraderos Arauco S.A.                           |  | Chile                   |  | 99.9992          |  
|Bosques Arauco S.A.                               |  | Chile                   |  | 99.9256          |  
|Caif S.A.                                         |  | Argentina               |  | 99.9987          |  
|Controladora de Plagas Forestales S.A.            |  | Chile                   |  | 51.4042          |  
|Ecoboard S.A.                                     |  | Argentina               |  | 99.9987          |  
|Ecoresin S.A.                                     |  | Argentina               |  | 99.9987          |  
|Faplac S.A.                                       |  | Argentina               |  | 99.9987          |  



12



---

##### Table of Contents

|                                          |  |                         |  |                 
|----------------------------------------- |  | ----------------------- |  | ----------------
|                                          |  | Country ofincorporation |  | Total stock held
|Flooring S.A.                             |  | Argentina               |  | 59.9992         
|Forestal Arauco S.A.                      |  | Chile                   |  | 99.9248         
|Forestal Arauco Costa Rica S.A.           |  | Costa Rica              |  | 99.9987         
|Forestal Arauco Guatemala S.A.            |  | Guatemala               |  | 99.9985         
|Forestal Celco S.A.                       |  | Chile                   |  | 99.9256         
|Forestal Cholguán S.A.                    |  | Chile                   |  | 97.3143         
|Forestal Concepción S.A.                  |  | Panama                  |  | 99.9985         
|Forestal Conosur S.A.                     |  | Uruguay                 |  | 99.9986         
|Forestal Los Lagos S.A.                   |  | Chile                   |  | 79.9404         
|Forestal Misiones S.A.                    |  | Argentina               |  | 99.9861         
|Forestal Valdivia S.A.                    |  | Chile                   |  | 99.9256         
|Industrias Forestales S.A.                |  | Argentina               |  | 99.9987         
|Inversiones Celco S.L.                    |  | Spain                   |  | 99.9990         
|Investigaciones Forestales Bioforest S.A. |  | Chile                   |  | 99.9256         
|Molduras Trupán S.A.                      |  | Chile                   |  | 99.9992         
|Paneles Arauco S.A.                       |  | Chile                   |  | 99.9992         
|Placas do Paraná S.A.                     |  | Brazil                  |  | 99.9985         
|Servicios Logísticos Arauco S.A.          |  | Chile                   |  | 99.9995         
|Southwoods Arauco Lumber LLC              |  | U.S.A.                  |  | 99.6110         
|Trupán Argentina S.A.                     |  | Argentina               |  | 99.9999         

Business Strategy

Our business strategy is to maximize the commercial value of our plantations by pursuing sustainable growth opportunities in our core businesses and expanding into new markets and products. We are implementing our
business strategy through the following initiatives:



| |  |  | We are executing a capital expenditure plan designed to increase production capacity for pulp and forestry and wood products and to improve efficiency and productivity;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are improving the growth rate and quality of our plantations and increasing production of higher margin clear wood through advanced forest management techniques;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are expanding our product line to enter into new markets by, among other activities, planting eucalyptus trees to provide hardwood pulp; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We continue to develop our state-of-the-art transportation, shipping, storage and product distribution systems that allow us to reach over 50 countries worldwide.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

Domestic and Export Sales

The following table sets forth our sales revenue derived from exports and domestic sales for the years indicated.



|                             |  |                         |       |      |   |       |  |   |      
|---------------------------- |  | ----------------------- | ----- | ---- | - | ----- |  | - | -----
|                             |  | Year ended December 31,
|                             |  | 2003                    |       | 2004 |   | 2005 
|                             |  | (in millions of U.S.$) 
|Export Sales                 |  |                         |       |      |   |       |  |   |      
|Bleached pulp                |  | $                       | 520   |      | $ | 791   |  | $ | 757  
|Unbleached pulp              |  |                         | 140   |      |   | 155   |  |   | 160  
|Sawlogs                      |  |                         |      |      |   | 1     |  |   |     
|Flitches                     |  |                         | 7     |      |   | 8     |  |   | 8    
|Sawn timber                  |  |                         | 190   |      |   | 304   |  |   | 351  
|Remanufactured wood products |  |                         | 145   |      |   | 226   |  |   | 208  
|Plywood and fiber panels     |  |                         | 221   |      |   | 272   |  |   | 350  
|Posts                        |  |                         | 11    |      |   | 25    |  |   | 21   
|Other                        |  |                         |      |      |   | 1     |  |   | 2    
|                             |  |                         |       |      |   |       |  |   |      
|Total export sales revenue   |  | $                       | 1,236 |      | $ | 1,781 |  | $ | 1,857
|                             |  |                         |       |      |   |       |  |   |      



13



---

##### Table of Contents

|                             |  |                         |       |      |   |       |  |   |      
|---------------------------- |  | ----------------------- | ----- | ---- | - | ----- |  | - | -----
|                             |  | Year ended December 31,
|                             |  | 2003                    |       | 2004 |   | 2005 
|                             |  | (in millions of U.S.$) 
|Domestic Sales               |  |                         |       |      |   |       |  |   |      
|Bleached pulp                |  |                         | 47    |      |   | 58    |  |   | 72   
|Unbleached pulp              |  |                         | 2     |      |   | 2     |  |   | 2    
|Sawlogs                      |  |                         | 17    |      |   | 32    |  |   | 51   
|Pulplogs                     |  |                         | 5     |      |   | 4     |  |   | 7    
|Sawn timber                  |  |                         | 57    |      |   | 70    |  |   | 75   
|Remanufactured wood products |  |                         | 2     |      |   | 4     |  |   | 8    
|Chips                        |  |                         | 1     |      |   |      |  |   | 7    
|Electric power               |  |                         | 8     |      |   | 11    |  |   | 39   
|Plywood and fiber panels     |  |                         | 76    |      |   | 102   |  |   | 238  
|Other                        |  |                         | 9     |      |   | 10    |  |   | 18   
|                             |  |                         |       |      |   |       |  |   |      
|Total domestic sales revenue |  | $                       | 222   |      | $ | 294   |  | $ | 517  
|                             |  |                         |       |      |   |       |  |   |      
|Total sales revenue          |  | $                       | 1,458 |      | $ | 2,075 |  | $ | 2,374
|                             |  |                         |       |      |   |       |  |   |      

The following table sets forth a geographic market breakdown of our export sales revenue for the
years indicated.



|                          |  |                               |       |      |   |       |  |   |      
|------------------------- |  | ----------------------------- | ----- | ---- | - | ----- |  | - | -----
|                          |  | Year ended December 31,      
|                          |  | 2003                          |       | 2004 |   | 2005 
|                          |  | (in millions of U.S. dollars)
|North America             |  | $                             | 340   |      | $ | 546   |  | $ | 631  
|Central and South America |  |                               | 142   |      |   | 173   |  |   | 130  
|Asia                      |  |                               | 454   |      |   | 637   |  |   | 596  
|Europe                    |  |                               | 244   |      |   | 340   |  |   | 357  
|Other                     |  |                               | 56    |      |   | 84    |  |   | 142  
|                          |  |                               |       |      |   |       |  |   |      
|Total                     |  | $                             | 1,236 |      | $ | 1,781 |  | $ | 1,857
|                          |  |                               |       |      |   |       |  |   |      

Forestry Activity

Radiata pine grows at the fastest rates within a narrow band of latitude and under certain climatic conditions. One of Chiles principal advantages in the forestry products industry lies in the short growing
cycle of our radiata pine plantations. The faster rate of growth of radiata pine trees in Chile allows harvesting of pulplogs and sawlogs 16 to 18 years after planting and of high quality sawlogs 25 years after planting. For most temperate softwood
forests in the Northern Hemisphere this range is 18 to 45 years for pulplogs and 50 to 150 years for high quality sawn timber. Consequently, the Chilean forestry industry is a relatively low cost producer, since a Chilean producer generally requires
less time and a smaller area to produce the same volume of pine as its North American or European competitors, who face lower forest growth rates and higher transportation and investment costs as a result of the larger tracts of forests necessary to
produce equivalent yields of softwood. Accordingly, since the mid-1970s, we have focused our forest management toward the application of advanced genetic and silviculture techniques to increase productivity and the quality of our plantations.

Eucalyptus, which we started planting in 1989, grows well in the forest regions of Chile. Once planted, eucalyptus trees require no
further forest management (other than fire control and reduction of weeds) until harvest. The average harvest cycle of eucalyptus plantations is approximately 12 years. Once cut, eucalyptus regrows and it is only after two additional harvest
rotations of approximately 12 years each that it becomes necessary to replant.

We have adopted environmentally sensitive policies towards
our holdings of native forests. In selected areas, we thin native forests in compliance with applicable laws and regulations, but we do not permit clear cutting of native forests in areas surrounding rivers and streams, areas of notable
environmental interest or areas with particularly fragile soil conditions. See Government Regulation.



14



---

##### Table of Contents

Our forestry activities have obtained ISO 14001 certification through 2007 from the International
Standards Organization, or ISO. Additionally, during 2003, we obtained certification in Chile from the National Standard for Sustainable Forest Management (Estándar Nacional de Certificación Forestal Sustentable), or CERTFOR,
and in 2004, CERTFOR performed its first audit of our operations and confirmed that we complied with CERTFOR requirements. In 2004, CERTFOR obtained its membership in the Pan European Forest Certification, the forestry certification that covers the
largest segment of the world forestry market. We also have obtained ISO 14001 certification for our forestry activities in Argentina. In November 2005, we obtained OHSAS 18001 certification for our forestry activities in Argentina.

Forest Plantations

At December 31, 2005,
our planted forests consisted of 84.7% radiata and taeda pine, and the balance primarily consisted of eucalyptus. Radiata and taeda pine have a rapid growth rate and a short harvest cycle compared to other commercial softwoods. Radiata and taeda
pine are sufficiently versatile for both the production of forestry and wood products and the production of long fiber pulp for sale to manufacturers of paper and packaging.

We seek to manage our forestry resources in a way that ensures that the annual growth of our forest is equal to or greater than the volume of resources
harvested each year. In 2005, we planted 38,763 hectares and harvested 30,971 hectares in Chile, Argentina, Brazil and Uruguay. We believe that we will reach a long-term sustainable equilibrium in the latter part of this decade, with
annual harvests and plantations of approximately 40,000 hectares.

The majority of our radiata pine is less than 16 years old. Our
planted radiata pine forests are located in central and southern Chile, and most are located in close proximity to our major production facilities and to port facilities.

At December 31, 2005, our aggregate radiata pine holdings comprised approximately 41% of all Chilean radiata pine plantations, making us the countrys largest radiata pine plantation owner according to the
Chilean Forestry Institute.

At December 31, 2005, we owned 238,054 hectares of forest and other land in Argentina,
44,166 hectares of forest and other land in Brazil and 35,353 hectares of forest and other land in Uruguay. Approximately 147,638 hectares of this land is planted with taeda pine and elliotti pine, a species of softwood that has a
growth rate similar to that of radiata pine. The balance includes plantations of other species of trees, land to be planted, protected areas and natural forests. The majority of our Argentine pine is less than 16 years old.



15



---

##### Table of Contents

The following table sets forth the number of hectares and types of uses of our land holdings and rights,
as of December 31, 2005.



|                            |  |                      |  |              |  
|--------------------------- |  | -------------------- |  | ------------ | -
|                            |  | At December 31, 2005 | 
|                            |  | Total                |  | Distribution |  
|                            |  | (in hectares)        |  | (percentage) |  
|Pine plantations(1)         |  |                      |  |              |  
|0-5 years                   |  | 207,800              |  | 15.4         | %
|6-10 years                  |  | 180,005              |  | 13.4         |  
|11-15 years                 |  | 137,845              |  | 10.2         |  
|16-20 years                 |  | 117,589              |  | 8.7          |  
|21+ years                   |  | 77,443               |  | 5.8          |  
|                            |  |                      |  |              |  
|Subtotal(2)                 |  | 720,681              |  | 53.5         |  
|Eucalyptus plantations(3)   |  | 118,217              |  | 8.8          |  
|Plantation of other species |  | 11,685               |  | 0.9          |  
|Subtotal                    |  | 850,583              |  | 63.2         |  
|Land for plantations        |  | 43,068               |  | 3.2          |  
|Land for other uses(4)      |  | 452,620              |  | 33.6         |  
|                            |  |                      |  |              |  
|Total                       |  | 1,346,270            |  | 100.0        |  
|                            |  |                      |  |              |  

---

|(1) | All years are calculated from the date of planting.
|--- | ---------------------------------------------------



|(2) | These figures include 24,558 hectares as to which we have the right to harvest but which we
do not own.
|--- | -------------------------------------------------------------------------------------------------------



|(3) | Approximately 90% of our eucalyptus plantations are less than 10 years old.
|--- | ---------------------------------------------------------------------------



|(4) | Includes roads, firebreaks, native forests and yards.
|--- | -----------------------------------------------------

Land Acquisition and Afforestation

Our total
land assets have increased from fewer than 170,000 hectares in 1980 to 1,346,270 hectares at December 31, 2005. That number includes 24,558 hectares owned by third parties as to which we have harvesting rights. Although we have
acquired afforested land, the bulk of the increase in our forest plantations has been through the acquisition of bare land that is, subsequently, planted with trees. In the five years ending December 31, 2005, we purchased 93,995 hectares
of bare land for plantations and other uses and 116,734 hectares of forested land in Chile. We have also significantly increased our land assets in Argentina, Uruguay and Brazil.

We expect to acquire additional land in Chile, Argentina, Uruguay and Brazil if we are presented with the opportunity to do so at a desired price or
location. There can be no assurance that we would be able to acquire land at the desired price or location.

We plan to continue our policy
of supplementing our pulplog production with purchases from domestic third parties. We believe that this policy is efficient, given the significant quantities of pulpwood available from third parties and our increasing proportion of sawlogs yielded
from our plantations. We believe that the aggregate of our existing plantations, land currently held by us that we intend to afforest and the third-party purchases we make in the ordinary course of our business will be sufficient to satisfy our
anticipated future demand for sawlogs and pulplogs.

Chile

In December 2003, we acquired a controlling interest in Forestal Celsur S.A. by purchasing 83.05% of its shares, and we acquired an additional 16.95%
of the shares in January 2004. As a result of the purchase, we acquired 13,590 hectares of land.

In May 2004, our forestry affiliates
entered into an agreement with affiliates of Empresas CMPC S.A., or CMPC, to exchange forestry land held by the CMPC affiliates for land held by our forestry affiliates and made a cash payment to the CMPC affiliates. Pursuant to the agreement, our
forestry affiliates acquired approximately 26,000 hectares of forestry land from the CMPC affiliates and transferred approximately 9,000 hectares of forestry land.

In December 2004, we acquired from Terranova S.A. 21,800 hectares of forestry land located in the Seventh Region of Chile. Approximately 12,300 hectares of this land is planted with radiata pine.



16



---

##### Table of Contents

On January 6, 2005, through Forestal Valdivia S.A., we acquired 80% of Forestal Los Lagos S.A.,
which represented an investment of U.S.$21.4 million and included 9,234 hectares of land planted with eucalyptus in the Tenth Region of Chile.

We are in the process of acquiring the forestry assets of Cementos Bío-Bío S.A. through Forestal Arauco S.A., for a purchase price of approximately U.S.$136 million. These assets consist of 21,000 hectares of pine plantations,
one sawmill with an annual production capacity of approximately 250,000 cubic meters per year and a remanufacturing facility. We anticipate that this transaction will be consummated on June 30, 2006. There can be no assurance, however, that
this transaction will be consummated.

Argentina

In October 2005, we acquired from Louis Dreyfus S.A.S. 100% of the stock of Ecoboard S.A.I.F. and Louis Dreyfus S.A.I.F. in Argentina and, indirectly as a result of that purchase, 100% of the stock of Caif S.A. and LD
Manufacturing S.A. and 60% of the stock of Flooring S.A.As a result of these acquisitions, we own an additional 8,000 hectares of plantations in Argentina.

Brazil

In March 2005, we acquired from Louis Dreyfus S.A.S. 100% of the stock of LD Forest
Products S.A. in Brazil and, indirectly as a result of that purchase, 100% of the stock of Placas do Paraná S.A. and 50% of the stock of Dynea Brasil S.A. As a result of these acquisitions, we acquired 25,800 hectares of plantations in
Brazil.

Forest Management

For
our pine plantations, our forestry management activities seek to increase sawlogs through advanced genetic techniques, planting and site preparation procedures, thinning and pruning. Managed forests can produce trees of larger diameter and, if
pruned, a higher proportion of clear wood, which generally commands a higher price than knotted wood. Although some land is not suitable for the production of pruned logs, at December 31, 2005, over 63.4% of our pine forests in Chile were
actively managed for clear wood production.

For our eucalyptus plantations, our forestry management activities seek to increase the amount
of fiber production per hectare through advanced genetic techniques and planting and site preparation procedures. Eucalyptus is more expensive to plant than pine; however, after planting, eucalyptus requires minimal forest management, yields more
fiber per hectare and has a shorter growth cycle and greater wood density than pine, resulting in a greater amount of pulp production per hectare.

As of December 31, 2005, we have eight nurseries in Chile, Argentina and Brazil, in which we grow seedlings using seeds and using cuttings from genetically selected trees. To achieve higher quality trees and an increased growth rate,
we apply strict selection criteria to the trees from which seedlings are produced. Then, we plant the seedlings manually. Depending upon the species of tree to be planted and the nutrient and physical characteristics of the soil, we may also
undertake a certain amount of ground preparation before planting.

Our other principal forest activities are thinning, pruning and
harvesting.

Thinning, or culling inferior trees from the plantation, occurs in the following two stages:



| |  |  | Thinning to waste. Some thinned trees are chipped and used in pulp production. Thinning to waste occurs after four to six years and results in an average reduction of the
number of trees per hectare from 1,250 to approximately 700.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Commercial thinning. Thinned trees are used in pulp production or, depending on the quality of the particular land, as sawlogs. Commercial thinning occurs at 10 to 12 years
and results in an average reduction of the number of trees per hectare from 700 to approximately 450.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



---

##### Table of Contents

This high level of culling is economical for the following reasons:



| |  |  | the cost of planting is relatively low,
| | - |  | ---------------------------------------



| |  |  | the higher number of young trees provide each other with natural protection from the elements, and
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | the high degree of selection that thinning makes possible leaves only the highest quality trees to be harvested.
| | - |  | ----------------------------------------------------------------------------------------------------------------

Pruning involves removing branches, the source of knots, which are the main defect in sawn timber. Pruning results in a high-quality clearwood sawlog of
5.3 meters from each tree, and is conducted three times:



| |  |  | at the time of the first thinning,
| | - |  | ----------------------------------



| |  |  | two years later, when trees are six to eight years old, and
| | - |  | -----------------------------------------------------------



| |  |  | one year later, when trees are seven to nine years old.
| | - |  | -------------------------------------------------------

Our eucalyptus
plantations are neither thinned nor pruned.

Harvesting timber involves felling trees, removing branches from the logs, cutting the logs
into appropriate sections and loading the logs onto trucks for transport to sawmills, panel mills, pulp mills or ports for direct export. We use the lower section of the radiata pine, comprising the first seven to 12 meters, in sawmills and plywood
mills or it is exported as sawlogs. We use the mid-section of the radiata pine, comprising, on average, the next eight to 13 meters, in either sawmills or pulp mills, depending on the diameter and quality of the pine. We use the top section of the
tree for pulp and MDF production.

We keep apprised of product demand and our current inventory levels, and we match harvests from sections
of our plantations that will provide the optimal yield given our product requirements. This process involves the use of sophisticated operations research models and close communication between our different operating areas to ensure that the correct
amounts of timber of the required characteristics are supplied. We replant as soon as practicable after harvesting, with an average period between harvesting and replanting of one year.



18



---

##### Table of Contents

The following table illustrates, on a hectare basis, the extent of our thinning, pruning and harvesting
activities during the periods indicated.



|           |  |                         |  |        |  |       
|---------- |  | ----------------------- |  | ------ |  | ------
|           |  | Year ended December 31,
|           |  | 2003                    |  | 2004   |  | 2005  
|           |  | (in hectares)          
|Thinning   |  | 43,155                  |  | 28,779 |  | 23,219
|Pruning    |  | 52,217                  |  | 38,453 |  | 38,477
|Harvesting |  | 23,860                  |  | 28,611 |  | 30,971

We manage our forest activities, but we hire independent contractors to perform the bulk of our
operations, including planting, maintenance, thinning, pruning, harvesting, transportation and access road construction. As of December 31, 2005, we had arrangements with more than 466 independent contractors, which employed over 13,200
workers. Many of these contractors have long-standing relationships with us, but we award many contracts based on competitive bids. We believe that our arrangements with independent contractors provide greater flexibility and efficiency than
performing these activities directly.

Since areas of farmland and native forests geographically separate our forest holdings, our
plantations are naturally protected against the spread of certain diseases. In addition, our subsidiary Bioforest has developed techniques to protect our forests from pests and diseases. The most prevalent pest is the European pine shoot moth, which
may damage the tips of the radiata pine, resulting in deformations to the tree. We control this moth with biological methods. Specifically, we introduced the Orgilus Obscurator, a parasitic wasp that attacks only the European pine shoot moth. Other
methods we use to control pests include the mechanical removal of affected tips and the use of low toxicity chemical products. Other potential diseases and pests include a fungus called Dothistroma, a fungus that reduces a trees growth rate,
and the Sirex insect, which attacks decaying trees and results in a thinned forest.

We operate an extensive fire control organization that
interacts with the fire control organizations of other forestry companies to ensure that any fire damage to our forests is minimal. The operation primarily consists of a system of spotter towers, manned 24 hours a day during the summer months, from
which spotters report the direction of any fire observed to a central command post, where the fires exact location is determined and an appropriate ground and/or aerial response is formulated. Over the last five years, this system has limited
fire damage to our forests to an average of 0.15% of the plantations per year.

Forest Production

We harvested 14.1 million cubic meters of logs during the year ended December 31, 2005, consisting of 8.6 million cubic meters of sawlogs,
4.0 million cubic meters of radiata pine pulplogs and 1.5 million cubic meters of eucalyptus pulplogs and other logs. We did not export any pulplogs during 2005 because substantially all of the pulplogs from our forests were used in our
pulp mills. During 2005, our sawmills and panel mills used 6,537,798 cubic meters of sawlogs, and no sawlogs were exported. We also sold 1,456,802 cubic meters of sawlogs to unaffiliated domestic sawmills during 2005.

Pulp

We believe that we were Chiles largest
producer of bleached and unbleached softwood market pulp in terms of production in 2005. For the year ended December 31, 2005, pulp sales were U.S.$991.2 million, representing 41.8% of our total sales revenue for the period.

Pulp obtained from wood fibers is used in the manufacture of printing and writing paper, hygienic and sanitary paper, board and packaging. Whether a
specific kind of pulp is suitable for a particular end use depends not only on the type of wood but also on the process used to transform the wood into pulp. Pulp made from softwoods, such as radiata pine, has long fibers and is used to provide
durability and strength to paper products. Bleached pulp



19



---

##### Table of Contents

is used primarily for printing and writing papers and for tissue. Unbleached pulp is used primarily for linerboard (a packaging material). Pulp made from
hardwoods, such as eucalyptus, has short fibers and is used in combination with long fiber in manufacturing paper products.

We use a
chemical process, known as the kraft process, in our pulp mills in Chile and Argentina. The raw wood is in the form of pulplogs and chips, which are combined in the production process to produce pulp. The pulplogs are first debarked and chipped. The
chips are then screened, mixed and cooked with chemicals to separate the bulk of the lignin from the wood fibers. After the material is screened and washed, it is then passed to high-density tanks. For bleached pulp, the next step is a five-stage
bleaching process using chemicals, primarily chlorine dioxide. At the Arauco II, Valdivia and Licancel Mills, the bleaching process is preceded by an oxygen delignification stage. Then, the fibers are subjected to a final stage where the sheets are
formed and subsequently dried and baled for transport to customers. The lignin and bark produced during this process is used to fuel the boilers that produce steam, providing heat and generating electricity for the mill. Our bleached pulp is
bleached to a 90+ brightness level, as measured by the ISO test procedure, which is one of the industrys measurement methods.

Pulp Mills

At December 31, 2005, we owned and operated four pulp mills in Chile and one in Argentina, with an aggregate installed annual
production capacity of approximately 2,185,000 metric tons. Our five pulp mills produced 1,584,311 metric tons of bleached pulp and 352,941 metric tons of unbleached pulp in 2005.

All of our pulp mills are ISO 9001:2000 certified, the Licancel Mill is currently 14-001 certified and we expect that all of our pulp mills will be
certified under both ISO 9001:2000 and ISO 14001 by 2006. No seasonal factors affect plant utilization, and the pulp mills generally run at full capacity throughout the year, with eight to ten days of maintenance scheduled every 12 months.

The following table sets out bleached and unbleached kraft pulp production by plant for each of the years indicated.



|                               |  |                               |  |       |  |       |  |       |  |      
|------------------------------ |  | ----------------------------- |  | ----- |  | ----- |  | ----- |  | -----
|                               |  | Year ended December 31,      
|                               |  | 2001                          |  | 2002  |  | 2003  |  | 2004  |  | 2005 
|                               |  | (in thousands of metric tons)
|Chile                          |  |                               |  |       |  |       |  |       |  |      
|Arauco Mill (bleached)         |  |                               |  |       |  |       |  |       |  |      
|Arauco I                       |  | 284                           |  | 258   |  | 252   |  | 260   |  | 263  
|Arauco II                      |  | 485                           |  | 498   |  | 494   |  | 508   |  | 494  
|Valdivia Mill (bleached)(1)    |  |                              |  |      |  |      |  | 430   |  | 351  
|Constitución Mill (unbleached) |  | 350                           |  | 354   |  | 357   |  | 355   |  | 353  
|Licancel Mill (bleached)       |  | 110                           |  | 113   |  | 134   |  | 141   |  | 145  
|                               |  |                               |  |       |  |       |  |       |  |      
|Subtotal                       |  | 1,229                         |  | 1,223 |  | 1,237 |  | 1,694 |  | 1,606
|                               |  |                               |  |       |  |       |  |       |  |      
|                               |  |                               |  |       | 
|Argentina                      |  |                               |  |       |  |       |  |       |  |      
|Alto Paraná (bleached)         |  | 300                           |  | 323   |  | 345   |  | 349   |  | 331  
|                               |  |                               |  |       | 
|Total                          |  | 1,529                         |  | 1,546 |  | 1,582 |  | 2,043 |  | 1,937
|                               |  |                               |  |       |  |       |  |       |  |      

---

|(1) | Operations at the Valdivia Mill commenced in February 2004, were temporarily suspended for approximately one month during January and February of 2005 and for
approximately two months during June, July, and August of 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Chile

Arauco I.Arauco I, which was completed in 1972, is located at the Arauco Mill in the heart of a group of our radiata pine plantations in the
Eighth Region of Chile. Arauco I is equipped to produce elementary chlorine-free pulp, which does not use chlorine gas. Elementary chlorine-free pulp is also produced by a significant portion of our competitors in each of the worlds major pulp
producing regions. The installed annual production capacity of Arauco I is approximately 290,000 metric tons of eucalyptus and pine bleached kraft pulp.



20



---

##### Table of Contents

Arauco II.Also located at the Arauco Mill, Arauco II was completed in 1991. Arauco IIs
pulping process is fundamentally the same as that of Arauco I, but it includes technological improvements in its production process and environmental design. Arauco II is also equipped to produce elementary chlorine-free pulp. The installed annual
production capacity of Arauco II is approximately 500,000 metric tons of pine bleached kraft pulp.

Constitución Mill.The Constitución Mill is located in the heart of a group of our radiata pine forests in the Seventh Region of Chile. As of December 31, 2005, the Constitución Mill is the largest unbleached softwood market pulp mill in the
world, with an installed annual production capacity of approximately 355,000 metric tons. In February 2006, the COREMA of the Seventh Region of Chile approved an environmental impact study for the construction of a new pipeline for the
Constitución Mill, which we currently anticipate will commence operations during the second half of 2006.

Licancel Mill.We
acquired the Licancel Mill in September 1999. It is located in Licantén, which is 250 kilometers south of Santiago. The mill has an installed annual production capacity of approximately 140,000 metric tons of eucalyptus kraft pulp and pine
bleached kraft pulp. The Licancel Mill is equipped to produce elementary chlorine-free pulp.

Valdivia Mill.We completed
construction of the Valdivia Mill during the first quarter of 2004 and commenced operations in February 2004. The Valdivia Mill is located in the Tenth Region of Chile, an area with significant radiata pine and eucalyptus plantations. The Valdivia
Mill has an installed potential annual production capacity of approximately 550,000 metric tons of bleached pulp, consisting of softwood pulp and eucalyptus pulp.

The Valdivia Mill has been subject to legal and administrative proceedings by the Chilean environmental regulators. Primarily, it has been alleged that the Valdivia Mills operations impacted the nearby Carlos
Anwandter Nature Sanctuary and contributed to the migration and death of black-neck swans in an area downstream from the mill on the Cruces River. In connection with an environmental administrative proceeding, environmental regulators required us to
temporarily suspend operations at the Valdivia Mill for approximately one month in January 2005. We resumed operations at the mill on February 18, 2005. On June 8, 2005, we voluntarily suspended operations at the Valdivia Mill which we
estimate resulted in a loss of sales of approximately U.S.$1.0 million per day and a loss of profits of approximately U.S.$250,000 per day. Pursuant to the decision of our board of directors based on certain clarifications provided by the COREMA of
the Tenth Region of Chile, the mill resumed operations on August 12, 2005 at a reduced annual production of 440,000 metric tons or 80% of its authorized production capacity, after 64 days of suspended operations. In order to achieve the full
production capacity authorized by applicable permits (equal to 550,000 metric tons of wood pulp per year), the pulp mill would have to comply with certain new requirements established by the COREMA of the Tenth Region of Chile including
modifications to the effluents parameters (including, among others, aluminum, sulfate, nitrogen and chlorate). In March 2006, Knight Piesold, an independent environmental auditing firm appointed by the COREMA of the Tenth Region of Chile,
officially determined that the Valdivia Mill had complied with the applicable requirements. As a result, we are currently taking steps to resume full production capacity. See Item 3. Key InformationRisk FactorsRisks Relating
to Arauco and the Forestry IndustryEnvironmental concerns led us to temporarily suspend our operations at the Valdivia Mill, which adversely affected, and in the future may continue to adversely affect, our business, financial condition and
results of operations and Item 4. Information on the CompanyGovernment RegulationEnvironment.

In connection
with our decision to suspend operations at the Valdivia Mill, our President and Chief Executive Officer resigned from his positions. For more information about our executive officers, see Item 6. Directors, Senior Management and
EmployeesDirectors and Executive Officers.

The National Defense Council has instituted a reparation action for environmental
damage seeking reparations, damages and indemnification from us for environmental harm allegedly caused by the Valdivia Mill. In addition, since the end of 2004, various criminal proceedings relating to alleged violations of several environmental
laws have been instituted in Chile in which some of our mills may be involved. SeeItem 3. Key InformationRisk FactorsRisks Relating to Arauco and the Forestry IndustryWe are subject to legal proceedings related to our
mills, which could adversely affect our business, financial condition and results of operations.



21



---

##### Table of Contents

In June 2005, the COREMA of the Tenth Region of Chile instructed us to present an environmental study for
the alternative discharge of waste water at the Valdivia Mill no later than March 31, 2006. On February 1, 2006, the COREMA of the Tenth Region of Chile extended this deadline to March 31, 2007.

Nueva Aldea Project. During 2004, we commenced construction of the second phase of the Nueva Aldea Project, which includes the development of a
new pulp mill with authorized annual production capacity of 856,000 tons of bleached pulp, consisting of softwood pulp and eucalyptus pulp. We expect to complete construction in mid-2006 and to start production shortly thereafter.

The second phase of the Nueva Aldea Project has been subject to significant environmental challenges, and construction of the pulp
mill was temporarily suspended between January 12 and March 10, 2005. See Item 3. Key InformationRisk FactorsRisks Relating to ChileThe application of Chilean environmental regulations could adversely affect
our ability to accomplish our development goals and adversely affect our results of operations, Item 4. Information on the CompanyGovernment RegulationEnvironment and Item 8. Financial InformationLegal
Proceedings.

On February 13, 2006, the COREMA of the Eighth Region of Chile approved the environmental impact study for the
construction and operation of the Nueva Aldea Mill Pipeline, which will permit the mill to discharge certain liquid effluents into the ocean. We anticipate the Nueva Aldea Mill Pipeline will commence operations during the fourth quarter of 2007,
subject the satisfaction of certain conditions, including the receipt of certain public approvals.

Argentina

Alto Paraná Mill.Alto Paranás softwood pulp mill is located in the Province of Misiones, a region whose soil and climate are
favorable for the rapid growth of pine trees. The Alto Paraná Mill is the only bleached softwood kraft market pulp facility in Argentina. The mill has installed annual production capacity of approximately 350,000 tons of pulp, which includes
approximately 260,000 tons of bleached softwood pulp, currently representing almost all of the total bleached softwood pulp production capacity in Argentina, and approximately 90,000 tons of fluff pulp.

Production Costs

Based on information
published by Resource Information Systems, Inc., our cash costs for softwood pulp production are significantly lower than the average costs of market pulp producers in Canada, the United States and Scandinavia, particularly with respect to timber
and labor costs. While our modern facilities result in depreciation exceeding some of such Northern Hemisphere producers, our costs are still significantly lower than the average costs of our Northern Hemisphere competitors, on a total delivered
cost basis. The following table compares our costs for the production of bleached softwood kraft market pulp to the average costs of market pulp producers in selected regions in the Northern Hemisphere for the year ended December 31, 2005.



22



---

##### Table of Contents

|                     |  |                                                                |  |                      |  |                         |  |                   |  |        |  |        
|-------------------- |  | -------------------------------------------------------------- |  | -------------------- |  | ----------------------- |  | ----------------- |  | ------ |  | -------
|                     |  | Bleached Softwood Kraft Pulp Producers Cost                  
|                     |  | Arauco                                                         |  | BritishColumbiaCoast |  | BritishColumbiaInterior |  | UnitedStatesSouth |  | Sweden |  | Finland
|                     |  | (in U.S.$ per metric ton for the year ended December 31, 2005)
|Wood                 |  | 106                                                            |  | 198                  |  | 152                     |  | 147               |  | 210    |  | 265    
|Total chemicals      |  | 34                                                             |  | 56                   |  | 60                      |  | 54                |  | 52     |  | 50     
|Labor                |  | 34                                                             |  | 67                   |  | 49                      |  | 41                |  | 41     |  | 44     
|Others(1)            |  | 43                                                             |  | 167                  |  | 158                     |  | 129               |  | 73     |  | 56     
|                     |  |                                                                |  |                      |  |                         |  |                   |  |        |  |        
|Total cash cost      |  | 217                                                            |  | 488                  |  | 419                     |  | 371               |  | 376    |  | 415    
|Depreciation         |  | 61                                                             |  | 65                   |  | 46                      |  | 62                |  | 58     |  | 75     
|                     |  |                                                                |  |                      |  |                         |  |                   |  |        |  |        
|Total mill cost      |  | 278                                                            |  | 553                  |  | 465                     |  | 433               |  | 434    |  | 490    
|Transportation(2)    |  | 63                                                             |  | 60                   |  | 97                      |  | 65                |  | 28     |  | 35     
|                     |  |                                                                |  |                      |  |                         |  |                   |  |        |  |        
|Total delivered cost |  | 280                                                            |  | 548                  |  | 516                     |  | 436               |  | 404    |  | 450    
|                     |  |                                                                |  |                      |  |                         |  |                   |  |        |  |        

---

|(1) | Includes energy, materials and other production costs.
|--- | ------------------------------------------------------



|(2) | Delivered in Northern Europe.
|--- | -----------------------------

Source: Resource Information Systems, Inc. World Pulp Annual Historical Data, December 2005, except Arauco information, which is furnished by Arauco.

Sales

The world market for bleached
softwood kraft market pulp during the year ended December 31, 2005 was approximately 21.5 million metric tons. Based on information published by Resource Information Systems, Inc., we believe that our production represented 5.3% of this
market in 2005. During the year ended December 31, 2005, we sold approximately 91.3% of our bleached pulp abroad, principally to customers in Asia and Western Europe. The domestic market in Chile is dominated by a single integrated pulp and
paper manufacturer, so the Chilean market for bleached market pulp is relatively small.

Integrated manufacturers dominate the world
production of unbleached softwood pulp, which leaves non-integrated companies that sell market pulp, like us, with only a small percentage of total production. Market pulp is pulp sold to manufacturers of paper products, as opposed to
pulp produced by an integrated paper producer for use in its paper production facilities. With a total world production of unbleached softwood kraft market pulp of 2.4 million metric tons for 2005, according to Resource Information Systems,
Inc., our Constitución Mill was the worlds largest single producer of unbleached softwood market pulp, with 14.9% of the total market in 2005. During the year ended December 31, 2005, approximately 98.9% of our total unbleached
market pulp sales consisted of export sales. While for the last five years Asia has been our principal export market for unbleached market pulp, we continually seek niche markets for our products in Western Europe and the United States.
Historically, our sales in the Chilean market have been less than 5% of our total unbleached pulp sales revenue.

The following table sets
forth, by region, the sales volumes of bleached and unbleached pulp for the years indicated.



|                        |  |                         |  |           |  |          
|----------------------- |  | ----------------------- |  | --------- |  | ---------
|                        |  | Year ended December 31,
|                        |  | 2003                    |  | 2004      |  | 2005     
|                        |  | (in metric tons)       
|Bleached Pulp           |  |                         |  |           |  |          
|North and South America |  | 261,440                 |  | 272,679   |  | 276,496  
|Europe                  |  | 425,770                 |  | 540,454   |  | 538,306  
|Asia                    |  | 517,319                 |  | 825,829   |  | 793,631  
|Other                   |  | 26,240                  |  | 553       |  | 30,872   
|                        |  |                         |  |           |  |          
|Total                   |  | 1,230,706               |  | 1,639,515 |  | 1,639,305
|                        |  |                         |  |           |  |          
|Unbleached Pulp         |  |                         |  |           |  |          
|North and South America |  | 26,143                  |  | 34,593    |  | 50,963   
|Europe                  |  | 18,233                  |  | 19,115    |  | 19,928   
|Asia                    |  | 322,371                 |  | 308,039   |  | 284,455  
|Other                   |  |                        |  |          |  |         
|                        |  |                         |  |           |  |          
|Total                   |  | 366,747                 |  | 361,747   |  | 355,346  
|                        |  |                         |  |           |  |          



23



---

##### Table of Contents

While there are many grades and varieties, pulp is a commodity that is marketed primarily on the basis of
price and service. In marketing our pulp, we seek to establish long-term relationships with non-integrated end users of pulp by providing a competitively priced, high-quality, consistent product and excellent service. The consistency of our pulp
derives from our state-of-the-art mills and our use of a single species of tree, in contrast to pulp producers in some of the worlds major softwood pulp producing regions that mix different species, depending on availability and seasonality.
Our bleached pulp is marketed under the brand names Arauco and Alto Paraná, and our unbleached pulp is marketed under the brand name Celco.

Prices for bleached softwood kraft market pulp produced from radiata pine generally fluctuate depending on prevailing world prices, which historically
have been cyclical. The fluctuations generally depend on worldwide demand, world production capacity, business strategies adopted by major forestry, pulp and paper producers and the availability of substitutes. See Item 5. Operating and
Financial Review and ProspectsManagements Discussion and Analysis of Financial Conditions and Results of OperationsOverview and Prices.

The following table sets forth our average bleached and unbleached pine pulp prices per metric ton at the indicated dates, for the years indicated.



|                |  |                        |  |      |  |     
|--------------- |  | ---------------------- |  | ---- |  | ----
|                |  | 2003                   |  | 2004 |  | 2005
|                |  | (U.S.$ per metric ton)
|Bleached Pulp   |  |                        |  |      |  |     
|March 31        |  | 471                    |  | 528  |  | 540 
|June 30         |  | 466                    |  | 583  |  | 490 
|September 30    |  | 471                    |  | 495  |  | 495 
|December 31     |  | 482                    |  | 486  |  | 497 
|Unbleached Pulp |  |                        |  |      |  |     
|March 31        |  | 418                    |  | 446  |  | 470 
|June 30         |  | 381                    |  | 451  |  | 456 
|September 30    |  | 388                    |  | 417  |  | 462 
|December 31     |  | 392                    |  | 421  |  | 456 

In accordance with customary pulp market practice, we do not have long-term sales contracts with
our customers; rather we maintain long-standing relationships with our customers pursuant to which we periodically reach agreements on specific volumes and prices. We have a diversified customer base located throughout the world and totaling, as of
December 31, 2005, more than 300 clients. As of December 31, 2005, we employ more than 10 sales agents to represent us in more than 50 countries. We manage this worldwide sales network from our headquarters in Chile.

Forestry and Wood Products

Our forestry products are
sawlogs and pulplogs. As a result of our forest management policies and the increasing maturity of our plantations, our plantations are yielding increasing volumes of forestry products, particularly clear wood. As the volume of clear wood has grown,
we have broadened our range of forestry products. For the year ended December 31, 2005, revenue from sales of forestry and wood products was U.S.$1,317.1 million, representing 55.5% of our total sales revenue.

Our wood products include sawmill products, remanufactured wood products, plywood and fiber panels.

Sawmills

Our sawmill products are sawn timber
(green, kiln-dried lumber and flitches) and remanufactured wood products. For the year ended December 31, 2005, revenue from sales of sawmill products was U.S.$649.3 million, representing 27.4% of our total sales revenues for the period.



24



---

##### Table of Contents

As of December 31, 2005, we own 14 sawmills, 12 in Chile and two in Argentina, with aggregate
installed annual processing capacity of approximately 6,548,200 cubic meters of sawlogs and an aggregate installed annual production capacity of approximately 3,470,000 cubic meters of lumber. Contractors that are not related to us or to each other
operate our 12 sawmills in Chile. We operate our sawmills in coordination with our forestry and sales operations, since our sawn timber is generally produced in accordance with customer specifications. All of the sawmills are located near our pine
plantations.

As of December 31, 2005, we also own six remanufacturing facilities, five in Chile and one in Argentina, that reprocess
sawn timber into remanufactured wood products, such as moldings, jams and pre-cut pieces that end users require for doors, furniture and door and window frames. These facilities produced 382 thousand cubic meters of remanufactured wood products
in 2005.

Aserraderos Arauco S.A. was established in 1993 to centralize management and control production in our sawmill and
remanufacturing operations. Our sawmills and remanufacturing facilities in Chile are currently operated by independent contractors that are paid sawing service fees calculated on a fixed and variable basis depending on productivity, with price
renegotiations in the event of material changes in costs or productivity. Each of our 17 independent contractors operates exclusively for us and only with respect to one sawmill or remanufacturing facility. We believe that our arrangements with
independent contractors provide us with greater flexibility and efficiency than performing such activities on our own. We operate our sawmills and remanufacturing facilities in Argentina.

A log merchandising facility located at the same site as our Horcones I and Horcones II Sawmills cuts and classifies wood destined for our plywood
facility, sawmills or pulp mills or for the export market. The Nueva Aldea Project also included a log merchandizing facility, which was completed in the first phase of the project.

The following is a brief description of our sawmills and remanufacturing facilities and their production capacity, as of December 31, 2005.
Processing capacity measures a facilitys input, while production capacity measures its output. Typically, a facilitys production capacity is 45% to 50% less than its processing capacity.

Chile

Araucana Sawmill.This
sawmill processes logs to produce sawn timber, including high-grade sawn timber for remanufacturing and flitches. It has installed annual production capacity of approximately 140,000 cubic meters of lumber.

Cholguán Sawmill. This sawmill was acquired in March 2000 and has installed annual production capacity of approximately 350,000 meters of
lumber, as well as drying kiln facilities and two remanufacturing facilities with installed annual production capacity of approximately 70,000 cubic meters of remanufactured wood products. The Cholguán sawmill also has a special facility for
making laminating beams with installed annual production capacity of approximately 11,200 cubic meters and drying facilities with installed annual production capacity of approximately 260,000 cubic meters.

Coelemu Sawmill.This sawmill has installed annual production capacity of approximately 80,000 cubic meters of lumber. Much of the mills
production is sold into the Japanese market for thin and narrow sawn timber.

Colorado Sawmill.This sawmill has installed annual
production capacity of approximately 370,000 cubic meters of lumber and produces green sawn timber (or sawn timber that is not kiln dried) for the Chilean, Japanese and Middle Eastern markets. It also has drying facilities with installed
annual production capacity of approximately 190,000 cubic meters.

El Cruce Sawmill.This sawmill has installed annual
production capacity of approximately 110,000 cubic meters of lumber.



25



---

##### Table of Contents

Escuadrón Sawmill.This sawmill has installed annual production capacity of approximately
100,000 cubic meters of lumber, and it produces all types of sawn timber. It also has drying kilns with installed annual production capacity of approximately 80,000 cubic meters.

Horcones I Sawmill.This sawmill has installed annual production capacity of approximately 360,000 cubic meters of lumber. It also has drying
kilns with installed annual production capacity of approximately 420,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 136,000 cubic meters of remanufactured wood products.

Horcones II Sawmill.This sawmill has installed annual production capacity of approximately 260,000 cubic meters of lumber, as well as drying kiln
facilities with installed annual production capacity of approximately 200,000 cubic meters.

Mariquina Sawmill.This sawmill has
installed annual production capacity of approximately 360,000 cubic meters of lumber. It also has drying facilities with installed annual production capacity of approximately 295,000 cubic meters of remanufactured wood products and a remanufacturing
facility with installed annual production capacity of approximately 72,000 cubic meters of remanufactured wood products.

Mutrún Sawmill.This sawmill has installed annual production capacity of approximately 130,000 cubic meters of lumber. It is also equipped with drying kilns with installed annual production capacity of approximately 95,000
cubic meters.

Viñales Sawmill.This sawmill has installed annual production capacity of approximately 260,000 cubic meters
of lumber. It is also equipped with drying kilns with installed annual production capacity of approximately 210,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 120,000 cubic meters of
remanufactured wood products.

Nueva Aldea Sawmill. This sawmill has installed annual production capacity of approximately
450,00 cubic meters of sawn timber. It is also equipped with drying kilns with installed annual production capacity of approximately 365,000 cubic meters.

In addition, we are in the process of acquiring the forestry assets of Cementos Bío-Bío S.A. through Forestal Arauco S.A., for a purchase price of approximately U.S.$136 million. These assets consist of
21,000 hectares of pine plantations, one sawmill with an annual production capacity of approximately 250,000 cubic meters per year and a remanufacturing facility. We anticipate that this transaction will be consummated on June 30, 2006. There
can be no assurance, however, that this transaction will be consummated.

Argentina

Bosetti Sawmill. Alto Paraná acquired this sawmill in 2004 as part of its purchase of the forestry assets of Pecom Energía S.A. in
Argentina. This mill has installed annual production capacity of approximately 180,000 cubic meters of lumber. It also has drying facilities with installed annual production capacity of approximately 180,000 cubic meters of remanufactured wood
products.

Piray Sawmill. This sawmill, previously known as the Misiones Sawmill, was completed in 2000. It has installed annual
production capacity of approximately 320,000 cubic meters of lumber. It is also equipped with drying kilns with installed annual production capacity of approximately 320,000 cubic meters and a remanufacturing facility with installed annual
production capacity of approximately 54,000 cubic meters of remanufactured wood products.

Panels

Our panel products are plywood and fiber panels. At December 31, 2005, we owned two plywood mills, one HB mill and two MDF mills in Chile, one MDF
mill and one PBO mill in Argentina, and one MDF mill and one



26



---

##### Table of Contents

PBO mill in Brazil. For the year ended December 31, 2005, sales of panels were U.S.$588.3 million, representing 24.8% of our total sales revenues.

The total annual production capacity of these nine mills is approximately 2,170,000 cubic meters of plywood and fiberboard panels, placing
us among the principal wood panel companies in Latin America. The total installed annual production capacity of our two plywood mills is approximately 560,000 cubic meters of plywood. During 2005, they produced an aggregate of
516,020 cubic meters of plywood. Our HB mill has installed annual production capacity of approximately 60,000 cubic meters per year, and produced 59,023 cubic meters of panels in 2005. Our MDF mills have an installed annual production
capacity of approximately 990,000 cubic meters, and in 2005 they produced an aggregate of 947,869 cubic meters of panels. Our PBO mills in Brazil and Argentina (acquired in March 2005 and October 2005, respectively) have an installed
annual production capacity of approximately 560,000 cubic meters, and produced an aggregate of 294,458 cubic meters of panels since their respective acquisitions in 2005.

On March 9, 2005, we acquired from Louis Dreyfus S.A.S. 100% of the stock of LD Forest Products S.A. in Brazil and, indirectly as a result of that
purchase, 100% of the stock of Placas do Paraná S.A. and 50% of the stock of Dynea Brasil S.A. We paid an aggregate purchase price for these acquisitions of approximately U.S.$168.0 million. With these acquisitions, we acquired an MDF mill
with installed annual production capacity of approximately 250,000 cubic meters, a particleboard mill with installed annual production capacity of approximately 320,000 cubic meters, an impregnated paper mill and a formaldehyde and resin plant.

On October 31, 2005, we acquired from Louis Dreyfus S.A.S. 100% of the stock of Ecoboard S.A.I.F. and Louis Dreyfus S.A.I.F. in
Argentina and, indirectly as a result of that purchase, 100% of the stock of CAIF S.A. and LD Manufacturing S.A. and 60% of the stock of Flooring S.A. As a result of these acquisitions, we own a particleboard mill with installed annual production
capacity of approximately 230,000 cubic meters, a chemical plant that produces resins used for the production of wood panels, and an MDF and particleboard-based wood floor mill with installed annual production capacity of approximately two million
square meters. We paid an aggregate purchase price of approximately U.S.$55.0 million for this acquisition.

Sales

The following table sets forth, by category, our forestry and wood products sales to unaffiliated third parties for each of the years indicated.



|                             |  |                                |  |       |  |       |  |       |  |      
|---------------------------- |  | ------------------------------ |  | ----- |  | ----- |  | ----- |  | -----
|                             |  | Year ended December 31,       
|                             |  | 2001                           |  | 2002  |  | 2003  |  | 2004  |  | 2005 
|                             |  | (in thousands of cubic meters)
|Sawlogs                      |  | 515                            |  | 585   |  | 516   |  | 941   |  | 1,457
|Pulplogs                     |  | 451                            |  | 419   |  | 256   |  | 177   |  | 254  
|Sawn timber                  |  | 1,190                          |  | 1,510 |  | 1,608 |  | 1,918 |  | 2,136
|Remanufactured wood products |  | 273                            |  | 248   |  | 299   |  | 344   |  | 370  
|Plywood and fiber panels     |  | 466                            |  | 643   |  | 1,059 |  | 1,107 |  | 1,803

Exports accounted for 71.2% of our total sales revenues of panels, forestry and wood products for
the year ended December 31, 2005. We sell sawn timber primarily to customers in Asia, the Middle East and the United States, as well as to domestic customers. We sell remanufactured wood products primarily to customers in the United States and
Europe.

Competition

We experience
substantial worldwide competition in each of our geographical markets and in each of our product lines. Several of our competitors are larger than we are and may have greater financial and other resources than we have.



27



---

##### Table of Contents

We face competition in our pulp sales from one other major Chilean producer, CMPC Celulosa S.A., and from
pulp producers in other regions, particularly Canada, the United States, New Zealand and the Scandinavian countries for soft wood bleached market pulp, Brazil and Indonesia for hardwood bleached market pulp and South Africa, the United States,
Portugal and New Zealand for unbleached market pulp. We have been able to compete successfully because of our reputation for dependable service and our low production costs, which provide us with a competitive price advantage.

Our principal competitors in the forestry and wood products markets are the major European, North American, New Zealand and Chilean forestry companies,
including Masisa S.A. and Forestal Mininco S.A., a CMPC subsidiary. We believe that our relatively low cost of wood, our operating efficiencies, such as in transportation, our ability to customize orders, our domestic and off-shore sales and
marketing organizations and the versatility of radiata pine allow us to compete effectively in the world market for forestry and wood products.

Transportation, Storage and Distribution

To remain competitive with pulp suppliers elsewhere in the world, we ship pulp to
various distribution centers around the world from which final delivery to the customer is made. Historically, Arauco and other Chilean pulp and forestry products producers have coordinated their transportation requirements to achieve larger lots to
fill specially designed pulp, forestry products and log ships and thus obtain competitive freight rates.

The following are the principal
Chilean ports that we use:



| |  |  | Coronel. A private port located between Concepción and the Arauco Mill, which we constructed as a member of a consortium with five other companies and in which we have
an equity interest of 50.0%. We shipped approximately 50.7% of our aggregate export volume through this port in 2005;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lirquén. A private port in Concepción in which we have an equity interest of 20.1% and through which we shipped approximately 25.0% of our aggregate export
volume during 2005; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | San Vicente and Talcahuano. Both are state-owned ports near the city of Concepción through which we shipped approximately 21.9% of our aggregate export volume during
2005.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The ports we use in Chile are approximately 55 kilometers from the Arauco Mill, 330 kilometers from the
Constitución Mill, 370 kilometers from the Licancel Mill, 100 kilometers from the Nueva Aldea Mill, and 410 kilometers from the Valdivia Mill. We have a pulp storage warehouse at the port of Coronel with a capacity of 117,584 metric tons, a
pulp storage warehouse at the port of San Vicente with a capacity of 13,400 metric tons and a pulp storage warehouse at the port of Lirquén with a capacity of 125,256 metric tons.

We ship pulp to various ports in Europe, North and South America and Asia and, as is customary in the pulp industry, we store some stock in those ports.
We use 17 foreign ports that have warehouse facilities available, and standard storage terms provide that we are entitled to a certain period of storage free of charge. We seek to ensure that it does not exceed the free storage period for each
shipment. At December 31, 2005, we had approximately 86,000 metric tons in storage in warehouses at foreign ports.

We believe that
our shipping costs are comparable to those of our international competitors, notwithstanding Chiles greater distance from Europe, because of the proximity of our plantations and mills to the Pacific coast and the economies of scale we achieve
through our coordinated shipments with other Chilean producers.

In Argentina, timely and economical delivery of finished products to our
customers is an important factor in our ability to compete effectively, and we ship most orders either by truck or railway almost immediately after they are produced.



28



---

##### Table of Contents

Description of Property

Our principal properties consist of land and production plants and facilities, the majority of which are located in Chile. At December 31, 2005, we owned approximately 1,028,697 hectares of land in Chile, over
687,544 hectares of which consist of forest plantations, and 317,573 hectares of land in Argentina, Brazil and Uruguay, of which 163,038 consist of forest plantations. In addition, at December 31, 2005, we owned various plants
and facilities, including four pulp mills, five panel mills, twelve sawmills and five remanufacturing facilities in Chile; one pulp mill, two sawmills, one MDF mill, one PBO mill and one remanufacturing facility in Argentina; and one MDF mill and
one PBO mill in Brazil.

We are in the process of acquiring the forestry assets of Cementos Bío-Bío S.A. through Forestal
Arauco S.A., for a purchase price of approximately U.S.$136 million. These assets consist of 21,000 hectares of pine plantations, one sawmill with an annual production capacity of approximately 250,000 cubic meters per year and a remanufacturing
facility. We anticipate that this transaction will be consummated on June 30, 2006. There can be no assurance, however, that this transaction will be consummated.

Insurance

Consistent with industry practice, we maintain fire insurance coverage for all our Chilean
forest holdings but do not insure against pests or disease. Depending on the age of the trees affected, our insurance covers timber loss, either at replacement cost or commercial value. Our Argentine operations do not maintain fire insurance for
their timber assets because we believe that the risk of damage from fire is low because Argentina receives significant amounts of rainfall, particularly during the summer months. We do not carry fire insurance for our forests in Brazil because the
risk of damage from fire does not justify the costs of carrying insurance.

We also carry insurance, consistent with industry practice,
covering our production plants, facilities and equipment. This insurance provides coverage, in the event of fire, explosion, machinery breakdown or natural disaster, for 12 months profits (18 months, in the case of a boiler explosion in
our pulp mills). All of our insurance policies covering our forest holdings and production plants, facilities and equipment in Chile are carried by Compañía de Seguros Generales Cruz del Sur S.A., or Cruz del Sur, which was controlled
by the Angelini Group and was acquired in November 2005 by members of the Royal & Sun Alliance insurance group. See Item 7. Major Shareholders and Related Party TransactionsRelated Party Transactions. Our insurance
policies for facilities and equipment in Argentina are carried by Grupo Asegurador La Segunda, and these policies cover damage resulting from fire. Our MDF and particleboard mills in Brazil are insured by Itaú, and their policies cover fire,
explosions, electrical damage, equipment damage and loss of profit.

CAPITAL EXPENDITURES

To utilize our increasing volume of forest production, we have continually added to, expanded and modernized our processing facilities. Our planned
capital expenditures for 2006 include the construction of the second phase of the Nueva Aldea Project, which includes development of a pulp mill for the production of bleached pulp. Currently, we expect to complete this pulp mill in mid-2006, with
projected annual capacity of approximately 856,000 metric tons of bleached pulp. If completed on schedule, we expect the Nueva Aldea Project to require capital expenditures of approximately U.S.$850 million, to be funded from operating income
and indebtedness, of which approximately U.S.$598.9 million was paid as of December 2005. Capital expenditures for 2006 also include the construction of the Nueva Aldea and Constitución pipelines and the expected acquisition of the
forestry assets of Cementos Bío-Bío S.A.

In 2005, aggregate capital expenditures were U.S.$618.3 million, consisting
primarily of U.S.$419.9 million in investments in the pulp business, principally U.S.$393.9 million in the ongoing construction of the Nueva Aldea Pulp Mill and U.S.$145.5 million in the forestry business.

On March 9, 2005, we acquired from Louis Dreyfus S.A.S. 100% of the stock of LD Forest Products S.A. in Brazil and, indirectly as a result of that
purchase, 100% of the stock of Placas do Paraná S.A. and 50% of the stock of Dynea Brasil S.A. We paid an aggregate purchase price for these acquisitions of approximately U.S.$168.0



29



---

##### Table of Contents

million. With these acquisitions, we acquired an MDF mill with installed annual production capacity of approximately 250,000 cubic meters, a particleboard
mill with installed annual production capacity of approximately 320,000 cubic meters, an impregnated paper mill and a formaldehyde and resin plant.

On October 31, 2005, we acquired from Louis Dreyfus S.A.S. 100% of the stock of Ecoboard S.A.I.F. and Louis Dreyfus S.A.I.F. in Argentina and, indirectly as a result of that purchase, 100% of the stock of CAIF S.A. and LD Manufacturing
S.A. and 60% of the stock of Flooring S.A. As a result of these acquisitions, we own a particleboard mill with installed annual production capacity of approximately 230,000 cubic meters and an MDF and particleboard-based wood floor mill with
installed annual production capacity of approximately two million square meters. We paid an aggregate purchase price of approximately U.S.$55.0 million for this acquisition.

These capital expenditures represent amounts accrued for purposes of our audited consolidated financial statements and do not necessarily represent the
cash cost of capital expenditures in 2005.

GOVERNMENT REGULATION

Environment

In each country where we have operations, we are subject to numerous national and local
environmental laws, regulations, decrees and municipal ordinances concerning, among other things, health, the handling and disposal of solid and hazardous waste, discharges into the air, soil and water and other environmental impacts. Some of these
laws require us to conduct environmental impact studies of future projects or activities (or major modifications thereto). Under these laws, our operations may be subject to specific approvals, consents and regulatory requirements, and emissions and
discharges may be required to meet specific standards and limitations. We have made and will continue to make substantial expenditures to comply with such environmental laws, regulations, decrees and ordinances.

Chile

The Chilean legislation to
which we are subject includes the Chilean Environmental Law (Ley Sobre Bases Generales del Medio Ambiente) and related regulations. The Chilean Environmental Law created the National Environmental Commission (Comisión Nacional del
Medio Ambiente), or CONAMA, and the COREMA, which are agencies of the Ministry of the Presidency (Ministerio Secretaría General de la Presidencia). These commissions are responsible for, among other things, coordinating existing
environmental regulations and evaluating environmental impact studies. Under the Chilean Environmental Law, we are required to conduct environmental impact studies of any future projects or activities (or their significant modifications) that may
affect the environment. These and other regulations also establish procedures for private citizens to object to the plans or studies submitted by project owners.

CONAMA, the COREMA, and other governmental agencies may also participate in the oversight of the implementation of projects in accordance with their environmental impact statements. Under the Chilean Environmental Law
and other regulations, affected private citizens, public agencies and local authorities can sue to enforce environmental compliance. Enforcement remedies include temporary or permanent closure of facilities and fines. The application of these
environmental laws and remedies may adversely affect the manner in which we seek to implement our business strategy and our ability to realize our strategy.

We recently faced certain environmental administrative proceedings in connection with the Valdivia Mill. In connection with these proceedings and based on recent legislation, Administrative Proceedings Law
No. 19,880, the COREMA for the Tenth Region of Chile, ordered the suspension of production at the Valdivia Mill as an interim preventive measure in January 2005. The mill reopened in February 2005, after the COREMA for the Tenth Region of Chile
determined that the mill could continue operations subject to a number of conditions.

On June 6, 2005, the COREMA for the Tenth
Region of Chile modified our permit for the Valdivia Mill by, among other requirements, reducing the annual production capacity of the mill to 440,000 metric tons until we comply with certain conditions, which include additional monitoring of some
aspects of our emissions. In addition,



30



---

##### Table of Contents

the modifications set new emission limits for several pollutants and require us to conduct a new environmental impact study for an alternative system for the
discharge of wastewater, which we were directed to submit to the COREMA for the Tenth Region of Chile for approval no later than March 31, 2006. On February 1, 2006, the COREMA of the Tenth Region of Chile extended this deadline to
March 31, 2007. We must construct and implement the alternative system, which cannot involve the discharge of effluents into the Cruces River, the Carlos Anwandter Sanctuary or their affluents, within 15 months of approval of the environmental
impact study.

In connection with an environmental administrative proceeding, environmental regulators required us to temporarily suspend
operations at the Valdivia Mill for approximately one month in January 2005. We resumed operations at the mill on February 18, 2005. On June 8, 2005, we voluntarily suspended operations at the Valdivia Mill which we estimate resulted in a
loss of sales of approximately U.S.$1.0 million per day and a loss of profits of approximately U.S.$250,000 per day. Pursuant to the decision of our board of directors based on certain clarifications provided by the COREMA of the Tenth Region of
Chile, the mill resumed operations on August 12, 2005 at a reduced annual production of 440,000 metric tons or 80% of its authorized production capacity, after 64 days of suspended operations. In order to achieve the full production capacity
authorized by applicable permits (equal to 550,000 metric tons of wood pulp per year), the pulp mill would have to comply with certain new requirements established by the COREMA of the Tenth Region of Chile including modifications to the
effluents parameters (including, among others, aluminum, sulfate, nitrogen and chlorate). In March 2006, Knight Piesold, an independent environmental auditing firm appointed by the COREMA of the Tenth Region of Chile, officially determined
that the Valdivia Mill had complied with the applicable requirements. As a result, we are currently taking steps to resume full production capacity. The suspension of operations at the Valdivia Mill adversely affected our business, financial
condition and results of operations. Any future suspension of operations at the Valdivia Mill or at any other of our operating plants can be expected to have similar adverse effects. We offer no assurance that the Valdivia Mill will be able to
operate without further interruption or that it will resume operations at full capacity notwithstanding our compliance with the new requirements imposed by the COREMA are fulfilled. See Item 3. Key InformationRisk
FactorsRisks Relating to Arauco and the Forestry IndustryEnvironmental concerns led us to temporarily suspend our operations at the Valdivia Mill, which adversely affected, and in the future may continue to adversely affect, our
business, financial condition and results of operations and Item 4. Information on the CompanyDescription of BusinessPulpPulp millsChileValdivia Mill.

The National Defense Council has instituted a reparation action for environmental damage seeking reparations, damages and indemnification from us for
environmental harm allegedly caused by the Valdivia Mill. In addition, since the end of 2004, various criminal proceedings relating to alleged violations of several environmental laws have been instituted in Chile in which some of our mills may be
involved. SeeItem 3. Key InformationRisk FactorsRisks Relating to Arauco and the Forestry IndustryWe are subject to legal proceedings related to our mills, which could adversely affect our business, financial
condition and results of operations and Item 8. Financial InformationLegal Proceedings.

We also faced
environmental proceedings in connection with the pulp mill that is currently under construction at the Nueva Aldea Project. As a result, the COREMA for the Eighth Region of Chile required us to suspend construction at the Nueva Aldea Project for
approximately two months in January 2005. We resumed the construction of the pulp mill in March 2005, after complying with the conditions set by the COREMA for the Eighth Region of Chile. Despite our compliance with these conditions, there can be no
assurance that the construction will continue without further interruption, that the pulp mill will commence operations after its construction is complete or that the pulp mill will continue to operate without further interruption after its
completion. See Item 8. Financial InformationLegal Proceedings.

Argentina

Our operations in Argentina are subject to Argentine environmental legislation, including regulation by municipal, provincial and federal governmental
authorities. Argentine environmental legislation includes the requirement that water used or recovered in the production process be treated and purified before being returned to the Alto Paraná River at the proper temperature. All gaseous
emissions must be scrubbed to ensure satisfactory levels of waste particle recovery and odor removal. Regular testing of river and air quality is used to monitor the ultimate impact of the mill on the environment.



31



---

##### Table of Contents

We believe that we are currently in material compliance with all applicable local and national
environmental regulations governing our operations in Argentina.

Brazil

Our Brazilian operations are subject to environmental legislation, including municipal, regional and federal governmental laws, regulations and licensing
requirements. Law No. 6,938 establishes strict liability for environmental damage, mechanisms for enforcement of environmental standards and licensing requirements for activities that are damaging or potentially damaging to the environment. A
violation of environmental laws and regulations may result in



| |  |  | fines,
| | - |  | ------



| |  |  | partial or total suspension of activities,
| | - |  | ------------------------------------------



| |  |  | forfeiture or restriction of tax incentives or benefits, or
| | - |  | -----------------------------------------------------------



| |  |  | forfeiture or suspension of participation in credit lines with official credit establishments.
| | - |  | ----------------------------------------------------------------------------------------------

As a result, we may become liable for environmental damages caused by management of our materials, including damages caused during the transportation, treatment and disposal of our industrial waste, even where third
parties manage such activities on our behalf.

Law No. 9,605 provides that individuals or entities whose conduct or activities cause
harm to the environment are subject to criminal and administrative sanctions and are liable for any costs to repair the damages resulting from such harm. For individuals who commit environmental crimes, criminal sanctions range from fines to
imprisonment; for legal entities, criminal sanctions may include fines, partial or total suspension of activities, restrictions on participation in government contracts and, in cases of bad faith, dissolution. In addition, Law No. 9,605 also
establishes that the corporate structure of a company may be disregarded if the structure impedes the recovery for harm caused to the environment. We are not aware of any successful assertion of claims against shareholders under this provision of
Law No. 9,605.

We believe we are currently in material compliance with all applicable local and national environmental regulations
governing our operations in Brazil.

Forestry Regulation

Chile

The management and exploitation of forests in Chile is regulated by the Forests Law of 1931,
as amended, and Decree-Law No. 701 of 1974, as amended. The Forests Law and Decree-Law No. 701 impose a variety of restrictions on the management and exploitation of forests. Forestry activities, including thinning, on land that is
designated as preferably suited for forests or that has natural or planted forests, are subject to management plans that require the approval of the National Forestry Corporation (Corporación Nacional Forestal). In addition, the
Forests Law and Decree-Law No. 701 impose certain standards for the prevention of forest fires, as well as fines for the harvesting or destruction of trees and shrubs in violation of the terms of a forest management plan. We believe that we are
in material compliance with the Forests Law and Decree-Law No. 701.

The Chilean Congress is currently considering a bill that
provides for the management and conservation of native tree forests and forest development. This bill would establish a fund for the conservation and sustainable management of native forests. Owners of native forests would be able to participate so
long as they had a management plan approved by the National Forestry Corporation. Depending on the owners approved plan, as well as other factors, the subsidy provided by the fund would be between U.S.$200 and U.S.$400 per hectare. The bill
would prohibit the harvesting of native trees in certain areas and under certain conditions. The possible effect of this bill on our business, if any, cannot be quantified, but management believes it will not have a material effect.



32



---

##### Table of Contents

Currently, we do not perform clear cutting of native forest or any cutting in areas surrounding rivers and streams, areas of notable environmental interest
or areas with particularly fragile soil conditions.

All of our forest activities are ISO 14001 certified. During 2003, we obtained the
certification in Chile from CERTFOR, and in 2004, CERTFOR undertook its first audit of our operations and confirmed that we complied with CERTFOR requirements. See Item 4. Information on the CompanyDescription of
BusinessForestry Activity.

In 2005, CERTFOR certified the chain of custody of the Arauco, Constitución, Licancel and
Valdivia pulp mills and Arauco and Nueva Aldea plywood mills, pursuant to the Sustainable Forestry Management practices, which require that sources used for production are not endangered or that their use is not otherwise prohibited. The National
Regulatory Institute (Instituto Nacional de Normalización) also accredited the effluent laboratories of the Constitución and Arauco wood mills in accordance with the strict requirements of Chilean environmental standards.

Argentina

The management and
exploitation of forests in Argentina is regulated by National Law 13,273, National Law 25,080, National Decree 710, Provincial Law No. 854, Provincial Law No. 3,426 and other regulations promulgated thereunder, which collectively
constitute the regulatory framework. The regulatory framework imposes a variety of restrictions on the management and exploitation of forests in Argentina. The regulatory framework regulates the replanting of land after harvesting. We believe that
our Argentine operations are in material compliance with the regulatory framework.

Brazil

Environmental laws and regulations relating to the management and exploitation of forests and the protection of Brazilian plant and wildlife govern our
Brazilian forestry operations. Under this regulatory framework Brazilian authorities establish forest preservation areas and regulate replanting of forests after harvesting. We believe that our Brazilian operations are in material compliance with
the regulatory framework.



33



---

##### Table of Contents

|Item 5. | Operating and Financial Review and Prospects
|------- | --------------------------------------------

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion is based on and should be read in conjunction with our audited consolidated financial statements and the notes thereto, included
elsewhere in this annual report. Our consolidated financial statements are prepared in U.S. dollars in accordance with U.S. GAAP.

Overview

We derive our sales revenue from the sale of bleached and unbleached pulp and forestry and wood products, such as sawlogs, pulplogs,
sawn timber, remanufactured wood products and panels. For the year ended December 31, 2005, export sales constituted approximately 78.2% of our total sales revenue. Sales of pulp constitute the single largest component of our sales revenue. As
with many commodities, pulp is subject to cyclical price fluctuations determined by global supply and demand. Accordingly, our sales revenue is subject to cyclical fluctuations. World prices for forestry and wood products, which are also generally
viewed as commodities, fluctuate significantly.

Although prices tend to have the most significant effect on our results of operations,
sales volume and product mix, costs and exchange rate fluctuations also can have a substantial impact on our results.

Our business and
results of operations depend, to a large extent, on the level of economic activity, on government and foreign exchange policies and on political and economic developments in our principal export markets. In 2005, we exported our products to Asia, to
North, Central and South America, to Europe and, to a lesser extent, to Africa and the Middle East. In 2005, approximately 92.5% of our total pulp sales and approximately 71.2% of our total forestry, wood products and panel product sales were
attributable to exports, principally to customers in the Americas, Asia and Western Europe. Our business, earnings and prospects may be materially and adversely affected by developments in these export markets with respect to inflation, interest
rates, currency fluctuations, protectionism, government subsidies, price and wage controls, exchange control regulations, taxation, expropriation or social instability, as well as by political, economic or diplomatic developments.

At December 31, 2005, approximately 78.8% of our property, plant, equipment and forest assets were located in Chile, approximately 15.1% were
located in Argentina and approximately 6.1% were located in Brazil. In 2005, approximately 11.9% of our consolidated sales revenue was derived from sales to customers in Chile, approximately 3.9% of our consolidated sales revenue was derived from
sales to customers in Argentina, and approximately 6.0% of our consolidated sales revenue was derived from sales to customers in Brazil. Accordingly, our financial condition and results of operations depend, to a certain extent, upon economic
conditions in Chile, Argentina and Brazil.

Despite growth in the 1980s and 1990s, the Chilean economy has remained smaller than the
economies of certain other Latin American countries. In 2000, the Chilean gross domestic product grew 4.5%, but growth slowed to 3.4% in 2001, 2.2% in 2002 and 3.9% in 2003. In 2004, GDP growth was stronger than previous years, reaching 6.2%.
Unemployment was high, averaging 9.2% in 2001, 9.0% in 2002, 8.5% in 2003 and 8.8% in 2004. GDP grew 6.3% in 2005 and unemployment began to decline, reaching 8.1%.

From late 1998 to 2002, the Argentine economy went through an economic recession marked by reduced levels of consumption and investment and an elevated unemployment rate. Argentine GDP decreased by 3.4% in 1999, 0.8%
in 2000, 4.0% in 2001 and 10.9% in 2002. In December 2001, amid public demonstrations and the resignation of the Argentine president, Argentina declared a suspension on payment of its foreign debt. In early 2002, the government released the
Argentine peso from its one-to-one peg to the dollar and allowed the exchange rate to float, resulting in a 49.6% devaluation of the Argentine peso from January 1, 2002 to December 31, 2002. During 2003, 2004 and 2005, economic indicators
showed some signs of recovery, and the Argentine gross domestic product increased by 8.8% in 2003, 9.0% in 2004 and 9.2% in 2005. In June 2005, Argentina restructured a



34



---

##### Table of Contents

significant portion of its sovereign bonds outstanding. The Argentine economy may not continue to recover and future economic, social and political
developments in Argentina, over which it has no control, could impair Alto Paranás business, financial condition or results of operations.

Brazils GDP grew by an estimated 2.3% in real terms in 2005, compared to a growth rate of 4.9% in 2004, the highest annual growth level recorded since 1994. However, in recent years, the Brazilian economy has
experienced turbulence. In 2000, GDP grew 4.4%, but in 2001 and 2002, due to the international crisis in Latin and North America and the electric energy rationing in Brazil, GDP grew only 1.3% and 1.9%, respectively. GDP decreased 0.5% in 2003,
mainly due to uncertainty regarding the election process and new economic policies to be implemented by the newly elected government of President Luis Inacio Lula da Silva. The Brazilian real/U.S. dollar exchange rate also experienced turbulence in
that period. During 2001, the Brazilian real declined in value by 18.7% against the U.S. dollar, and in 2002, it further devalued by 52.3%, closing at R$3.5333/U.S.$1.00 on December 31, 2002. These changes were attributable primarily to
uncertainties regarding the ongoing presidential election process. Those concerns dissipated during 2003, resulting in an appreciation of the Brazilian real by 18.2% against the U.S. dollar in that year. During 2004, the Brazilian real continued to
recover against the U.S. dollar, with an 8.1% appreciation. The Brazilian real appreciated 11.8% during 2005.

Future developments in the
Chilean, Argentine and Brazilian economies may impair our ability to proceed with our strategic plan or our business, financial condition or results of operations. Our financial condition and results of operations could also be adversely affected by
changes in economic or other policies of the Chilean, Argentine and Brazilian governments, which have exercised and continue to exercise substantial influence over many aspects of the private sector in these countries, or other political or economic
developments in Chile, Argentina and Brazil, as well as regulatory changes or administrative practices of Chilean authorities, over which we have no control.

Valdivia Mill Closure

Our operations at the Valdivia Mill have been subject to continued environmental scrutiny by Chilean
environmental regulators and the Chilean public since the mill began its operations in 2004. In connection with an environmental administrative proceeding, environmental regulators required us to temporarily suspend operations at the Valdivia Mill
for approximately one month in January 2005. We resumed operations at the mill on February 18, 2005. On June 8, 2005, we voluntarily suspended operations at the Valdivia Mill for 64 days, which we estimate resulted in a loss of sales of
approximately U.S.$1.0 million per day and a loss of profits of approximately U.S.$250,000 per day. Operations of the Valdivia Pulp Mill resumed on August 12, 2005 at a reduced annual production of 440,000 metric tons or 80% of its authorized
production capacity. See Item 4. Information on the CompanyDescription of BusinessPulpPulp millsChileValdivia Mill.

The Valdivia Mill represents approximately 25% of our total pulp capacity. As a result, the suspension of operations at the Valdivia Mill adversely affected our business, financial condition and results of operations.
See Item 3. Key InformationRisk FactorsRisks Relating to Arauco and the Forestry IndustryEnvironmental concerns led us to temporarily suspend our operations at the Valdivia Mill, which will adversely affected, and in
the future may continue to adversely affect, our business, financial condition and results of operations.

In connection with our
decision to suspend operations at the Valdivia Mill, our President and Chief Executive Officer resigned from his positions. For more information about our executive officers, see Item 6. Directors, Senior Management and
EmployeesDirectors and Executive Officers.

Prices

In recent years, our sales revenue has been affected by price level volatility in the export market. The prices for each of our pulp products and forestry and wood products depend on the markets in which they are
sold. While prices are generally similar for a given product on a global basis, regionalized market conditions affect prices in markets such as Asia, Europe and the United States.



35



---

##### Table of Contents

The following table sets forth, for the periods indicated, average unit sales prices for our products.



|                             |  |                            |  |       |  |      
|---------------------------- |  | -------------------------- |  | ----- |  | -----
|                             |  | Year ended December 31,(1)
|Product(2)                   |  | 2003                       |  | 2004  |  | 2005 
|                             |  | (U.S.$ per metric ton)(3) 
|Bleached pulp                |  | 461.1                      |  | 518.1 |  | 505.9
|Unbleached pulp              |  | 387.8                      |  | 433.6 |  | 455.6
|                             | 
|                             |  | (U.S.$ per cubic meter)(3)
|Sawlogs                      |  | 32.1                       |  | 34.8  |  | 35.2 
|Sawn timber                  |  | 153.7                      |  | 195.0 |  | 199.4
|Remanufactured wood products |  | 490.5                      |  | 670.5 |  | 583.4
|Plywood and fiber panels     |  | 280.4                      |  | 337.6 |  | 326.2

---

|(1) | Calculated as average unit prices for the year based on our internally collected data.
|--- | --------------------------------------------------------------------------------------



|(2) | Each category of product contains different grades and types and the shipping terms vary with
the product, as well as the customer.
|--- | -----------------------------------------------------------------------------------------------------------------------------------



|(3) | We generally quote our prices in U.S. dollars for export sales and in Chilean pesos,
Argentine pesos or Brazilian reals for domestic sales.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

Pulp Prices

The prices that we are able to obtain for our pulp products depend on prevailing world prices as well as regional market conditions. Historically, world
pulp prices are cyclical; prices are subject to significant fluctuations over relatively short periods of time, depending on worldwide demand, world production capacity, the business strategies adopted by major integrated forestry, pulp and paper
producers and other major producers and the availability of substitutes. All of these factors are beyond our control.

Over the last five
years, the average price, on an annual basis, for Norscan bleached softwood kraft market pulp, or NBSK, which is the benchmark for softwood bleached pulp, has ranged from a high of U.S.$616 per ton in 2004 to a low of U.S.$463 per ton in 2002.
During 2001, the market price for NBSK fell 33.8%, from U.S.$710 per ton at December 31, 2000 to U.S.$470 per ton at December 31, 2001, largely due to the global recession. Prices continued to decrease in 2002, largely due to the sluggish
global economy, reaching their lowest known level in April 2002 at U.S.$434 per ton and ending 2002 at a price of U.S.$440 per ton on December 31, 2002, a 6.4% decrease from the price per ton recorded on December 31, 2001. The price for
NBSK was U.S.$560 per ton at December 31, 2003, a 27.3% increase over December 31, 2002, and U.S.$621 per ton at December 31, 2004, and 10.9% increase as compared to December 31, 2003. During the first quarter of 2005, the
average price for NBSK increased, reaching a peak of U.S.$649 per ton at March 15, 2005. During the second and third quarters of 2005, NBSK prices declined, reaching a low of U.S.$583 per ton at September 13, 2005. Although the price for
NBSK increased during the fourth quarter of 2005 due to the strong market demand and mill closures in North America, the price of U.S.$599 per ton recorded at December 31, 2005 represented a decrease of 3.5% as compared to December 31,
2004.

Prices for bleached grades of pulp, including eucalyptus, generally follow the same pattern as prices for NBSK. However, each grade
follows its own cycle based on market demand and production capacity. During the last five years, the majority of the new capacity developed has been for hardwood pulp, particularly eucalyptus pulp. This has led to a greater spread between the
prices for hardwood and for softwood. The price for eucalyptus kraft pulp delivered in Northern Europe, or BEKP, was U.S.$450 per ton at January 1, 2003, U.S.$10 per ton above the price for NBSK, and was U.S.$500 per ton at December 31,
2003, U.S.$60 per ton below the price for NBSK. During 2002 the market price for BEKP rose 6.8%, to U.S.$453 per ton at December 31, 2002. The market price for BEKP was U.S.$500 per ton at December 31, 2003, an increase of 8.0% over the
price of December 2002, and U.S.$520 per ton at December 31, 2004, a 4% increase over the price of December 2003. At December 31, 2005, the price for BEKP was U.S.$589 per ton, an increase of 13.3% over the price of December 2004.

Prices for unbleached softwood market pulp also follow cyclical patterns related to worldwide demand. Unbleached softwood market pulp
represents about 5% of the total wood pulp market. The majority of such pulp is sold in Asia, and its price does not necessarily follow the cycle of prices for NSBK.



36



---

##### Table of Contents

During 2001 the market price for unbleached kraft pulp, or UKP, delivered in the United States fell 35%,
from U.S.$680 per ton at December 31, 2000 to U.S.$440 per ton at December 31, 2001, largely due to lower export levels, leading to less demand for export packaging material, and lower prices for UKP substitutes, such as old corrugated
containerboard. During the second and third quarters of 2002 the market price for UKP rose, and then fell again, ending at U.S.$430 per ton at December 31, 2002, a 2.3% decrease from December 31, 2001. During the first half of 2003 the
market price for UKP rose, and then fluctuated during the second half of the year, rising 23.3% overall, to U.S.$530 per ton at December 31, 2003. During 2004, UKP prices consistently rose, reaching U.S.$575 per ton by December 31, an
increase of 8.5% with respect to December 31, 2003. In 2005, prices fluctuated throughout the year reaching U.S.$460 per ton by December 31, 2005, a decrease of 20% as compared to the price of December 31, 2004.

Forestry and Wood Product Prices

Over the
last five years, the average prices for our forestry and wood products have fluctuated significantly, reflecting the effect on demand of global economic developments. The economic downturn in the aftermath of the terrorist attacks in the United
States on September 11, 2001 led to considerable declines in prices for wood products across North America. Japans poor economic performance at that time led to prices that were at their lowest levels in 15 years. In China, on the other
hand, prices were unaffected by developments in other markets.

Demand for forestry and wood products, including panel and lumber products,
rose in the first three months of 2002, leading to increased sale prices. The increased demand was largely the result of economic growth in the United States, a stronger euro and increased market activity in Asia. During the second and third
quarters of 2002, however, prices for forestry products fell in the United States, Mexico and Brazil, as well as in most of Europe. Prices increased in Asian markets, due in large part to increased economic activity relating to the soccer World Cup,
but the overall effect was a decrease in sale prices. Prices for forestry and wood products continued to decline during the last quarter of 2002, as the United States economy felt the effects of the possible war with Iraq. Prices remained stable in
Europe, while MDF prices decreased but prices of remanufactured products increased in Asia.

The downward trend in prices continued during
the first half of 2003. Plywood and remanufactured products producers were affected by the closing of various plywood mills in the United States. Latin America maintained relatively higher prices for forestry and wood products. Prices in the Middle
East remained high, despite the conflict in Iraq, and prices also remained high in Asia. During the second half of 2003, forestry and wood product prices increased, reflecting mill closures, a general improvement in the world economy, low inventory
levels, increased transportation costs and the depreciation of the U.S. dollar against several foreign currencies.

In early 2004, strong
worldwide economic growth outpaced the supply of wood products in all of our primary markets, leading to particularly great demand in the U.S. and China. The weakness of the U.S. dollar also contributed to substantial price increases for panel and
lumber products during the year. Ocean freight availability was scarce and freight rates for breakbulk and container line services escalated to high levels, putting further pressure on prices. Though economic growth continued through the end of
2004, prices in the U.S. decreased slightly due to excess inventories of panel, lumber and molding products at distributors.

In spite of
strong international growth and demand for wood products, the decline in prices in the U.S. continued during the first three quarters of 2005 due to excess inventories of panel and remanufactured wood products at distributors. This trend affected
the average prices for wood products during the year. By the end of 2005, however, the average prices for wood products demonstrated signs of recovery.

Prices for our pulp, forestry and wood products may decline in the future. Our results of operations may be materially adversely affected if the prices of our products were to decline from current levels.



37



---

##### Table of Contents

Costs

Our major costs of sales are the following:



| |  |  | costs related to harvesting (forestry works),
| | - |  | ---------------------------------------------



| |  |  | the cost of timber,
| | - |  | -------------------



| |  |  | the cost of mill processing,
| | - |  | ----------------------------



| |  |  | the cost of freight,
| | - |  | --------------------



| |  |  | depreciation and
| | - |  | ----------------



| |  |  | maintenance costs.
| | - |  | ------------------

Our major
administrative and selling expenses are wages and salaries, insurance expenses and commissions.

Our cost of timber consists of the cost of
growing our own trees, the cost of timber purchased from third parties and the cost of purchasing the right to harvest plantations owned by third parties, known as stumpage. The cost of our own trees consists of the cost of planting,
capitalized direct and indirect interest, cost of forest development and the cost of forestry management activities (planting and site preparation procedures, thinning and pruning, protection and maintenance) performed in each plantation during the
harvest cycle before harvesting.

We account for the accumulated cost of our own trees on a plantation-by-plantation basis as long-term
forest assets. The cost of each plantation differs depending on the types of forest management activities performed (e.g., pruning and extensive thinning for plantations managed for a high proportion of clear wood production and application
of fertilizer in areas of relatively poor soil quality), as well as the plantations accessibility, so that total inventory cost depends on the mix of plantations designated for harvest. Such costs are charged to cost of sales at the time of
sale.

Our property, plant and equipment are depreciated on a straight-line basis over the remaining useful lives of the underlying assets.
However, the amount of such depreciation that relates to our fixed production assets, such as pulp mills and sawmills, is allocated to finished goods held as inventories and accumulates until charged to cost of sales when the finished goods are
sold. Forests and land are not depreciated.

Our transportation costs are accounted for as cost of sales and include port costs and freight
and other transportation costs. Port costs are those costs arising from the transportation of products from one of our site storage facilities into the hold of the ship. Freight is the cost of shipping the product to the port of destination. Other
transportation costs are incurred primarily in the transportation of products from the forest to one of our facilities and between such facilities. Selling expenses consist primarily of per ton fees we paid to our selling agents.

During 2003 and 2004, the demand for ocean transportation outpaced fleet growth in the dry cargo market, and increased port congestion in some areas had
a negative effect on fleet availability. As a result, ocean freight availability was scarce and freight rates for breakbulk and container line services escalated to high levels, putting further pressure on prices. However, most of our ocean
transportation is carried out under three-year freight contracts with staggered expirations, so the effects on us of these fluctuations in the ocean freight market were not severe.

During 2005, fleet growth outpaced the demand for ocean transportation in the dry cargo segment due in part to a decrease in port congestion in certain
areas. Container freight rates remained stable throughout most of 2005, but showed some signs of increase toward the end of the year due to increases in fuel costs, the risks of which are borne by the shipper under most of our long-term ocean
freight contracts.



38



---

##### Table of Contents

During 2005 cost of lumber and maintenance costs increased principally due to higher market prices for
lumber and a strong appreciation of the Chilean peso relative to the U.S. dollar. The appreciation of the Chilean peso negatively affected most of our costs, which are incurred in Chilean pesos and translated to U.S. dollars.

Exchange Rate Fluctuations

The Chilean peso has been
subject to devaluation in the past and could be subject to significant fluctuations in the future. In the period from December 31, 1998 to December 31, 2005 the value of the Chilean peso relative to the U.S. dollar decreased approximately
7.8% in nominal terms and increased 11.6% in real terms, as compared to a 1.9% increase in value in real terms in the period from December 31, 1995 to December 31, 1998. During 2005, the value of the Chilean peso relative to the U.S.
dollar increased approximately 8.8% in nominal terms and approximately 12.7% in real terms, based on the observed exchange rates on December 31, 2004 and December 31, 2005. The observed exchange rate on June 22, 2006 was Ch$546.57 to
U.S.$1.00. For information regarding historical rates of exchange in Chile from January 1, 2001 see Item 3. Key InformationExchange Rates.

We generally price our exports in U.S. dollars and domestic sales in Chilean pesos. To the extent that the Chilean peso depreciates against the U.S. dollar, our domestic sales revenues may be adversely affected as
measured in U.S. dollars. Conversely, appreciation of the Chilean peso may have a positive effect on domestic sales revenue as measured in U.S. dollars. The effect of exchange rate fluctuations is partially offset by the fact that certain of our
operating expenses are denominated in U.S. dollars (such as our freight costs and selling expenses in the form of commissions paid to our sales agents abroad) and a significant part of our indebtedness is denominated in U.S. dollars. As of
December 31, 2005, our U.S. dollar-denominated indebtedness was U.S.$2.2 billion. In addition, as the U.S. dollar appreciates against the local currency in any of our export markets, we must from time to time price our sales in that local
currency to compete effectively.

Critical Accounting Policies

A summary of our significant accounting policies is included in Note 1 to our audited consolidated financial statements. We believe that the consistent application of these policies enables us to provide readers of
our audited consolidated financial statements with more useful and reliable information about our operating results and financial condition. The following policies are the accounting policies that we believe are the most important to the portrayal
of our financial condition and results of operations and require managements most difficult, subjective or complex judgments.

Property, Plant
and Equipment

The key judgments management must make under the property, plant and equipment policy include the estimation of the
useful lives of our various asset types, the election to utilize primarily the straight-line method for recording depreciation, managements judgment regarding appropriate capitalization or expensing of costs related to fixed assets and
managements determination that no impairment exists.

Property, plant and equipment costs are stated on our balance sheet at cost
less accumulated depreciation. Depreciation of buildings, equipment and other depreciable assets is determined using primarily the straight-line method. The estimation of useful lives for fixed assets impacts the level of annual depreciation expense
recorded. Utilization of the straight-line method for recording depreciation or any of the other acceptable methods for depreciating assets will result in the same amount of depreciation over the life of an asset; however, the amount of annual
depreciation expense and the resulting carrying amount of net property, plant and equipment can vary significantly, depending on the method elected.

Property, plant and equipment assets are evaluated for possible impairment on a specific asset basis or in groups of similar assets, as applicable. This process requires managements estimate of future cash flows
generated by each asset or group of assets. For any instance where this evaluation process indicates impairment, the appropriate assets carrying values are written down to net realizable value and the amount of the write-down is charged
against the results of continuing operations. If we overestimated our future cash flows by 10%, the reported value of our property, plant and equipment would not be materially affected as of December 31, 2005.



39



---

##### Table of Contents

Expenditures that substantially improve and/or increase the useful life of facilities or equipment are
capitalized. Maintenance and repair costs are expensed as incurred. Our evaluation of whether an expenditure related to property, plant and equipment substantially improves and/or increases the useful life of an asset and should be capitalized as an
addition to the assets cost basis or is expensed as normal maintenance and repair expense can significantly affect results of operations for a given period, as well as our financial position.

Forests

Forest costs are stated at cost of
development less the cost of forest harvested. Forest costs consist primarily of purchased timber, planting, maintenance, protection and other direct costs related to the plantation of the forest. Direct and indirect interest costs of developing
forests are capitalized until the forest is deemed to have reached an exploitable stage. These capitalized interest costs are included in the historical cost of the forest. Forests do not include any estimated future reforestation costs. The cost of
forest harvested is based on the volume of forest harvested in relation to the estimated volume of forest recoverable. Our estimated volume of forest recoverable is based on statistical information and data obtained from physical measurements and
other information gathering techniques. This information gathered and data used requires, to a certain extent, estimates and judgments in determining the amount of forest recoverable.

Depletion

Depletion, or the costs attributed to timber harvested, is determined according to
each identifiable farm block that is in the harvesting stage, based on the relationship between unamortized timber costs and the estimated volume of recoverable timber multiplied by the amount of timber cut. We review our depletion rate estimates on
a recurring basis. Our statistical data indicates that, during 2005, our depletion rates were overstated by less than 2.8%. If our estimated volume of timber harvested at December 31, 2005 were overestimated by 2.8%, our reported cost of sales
for the year ended December 31, 2005 would not be materially affected.

Inventories

Inventories of raw materials, work-in-process and spare parts are stated at the lower of cost or market, using primarily the average cost method. Finished
goods are stated at the lower of average production costs for the period, or market. Inventory costs include materials, labor, transportation, depreciation of fixed assets and production overhead, as appropriate. The determination of the net
realizable value of each component of inventory is based on the current invoice price. Work-in-process inventories require an estimation of the future cost per unit to complete manufacturing from each stage of processing, using historical
manufacturing costs. These estimates can affect the carrying value for inventories, and any required inventory write-down can affect results of operations in both current and future periods.

At December 31, 2005, our inventory reserves amounted to U.S.$5.9 million, which represented 1.6% of our total inventory. Additionally for the year
ended December 31, 2005, our inventory write-downs represented 0% of our cost of sales. If our inventory reserves and write-downs were underestimated by 10%, our reported cost of sales for the year ended December 31, 2005 would not be
materially affected.

Goodwill

Goodwill is the excess of acquisition cost of a business over the fair value of identifiable net assets acquired. Goodwill is deemed to have an indefinite life and is not amortized. We test these assets for impairment by applying a
fair-value based test on an annual basis; we also test these assets when we determine that indicators of impairment exist. We must exercise judgment in assessing goodwill for impairment. Generally, we review the recorded value of our goodwill
annually, but we will review it sooner if changes in circumstances indicate that the carrying amount may exceed fair value. Recoverability of the carrying value of the asset is determined by comparing it to net book value, including goodwill and the
estimated future net cash flows of the relevant assets.



40



---

##### Table of Contents

Deferred Income Tax

We use the asset and liability method of accounting for income taxes. Under this method, the provision for income taxes includes amounts currently payable and amounts deferred as tax assets and liabilities, based on
differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, and is measured using the current tax rates, which we assume will be in effect when the differences reverse. Deferred tax assets are
reduced by a valuation allowance, which is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. In making the determination of the valuation allowance, we consider both positive and negative evidence and make certain assumptions, including projections of taxable income. Changes in these
assumptions may have a material impact on results.

We consider both positive and negative evidence and make certain assumptions, including
projections of taxable income. Changes in these assumptions may have a material impact on results. If we overestimated taxable income by 10%, our reported valuation allowance at December 31, 2005 would not be materially affected.

Allowance for Doubtful Accounts

We provide an
allowance for doubtful accounts based on a review of the specific receivable. A 100% provision is applied for those customers for whom collectibility is in doubt. Management must make certain judgments and estimates in determining accounts that are
considered to be in doubt.

Changes in Accounting Standards

In February 2006, the FASB issued a Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments and Amendment of FASB Statements No. 133 and 140, or FAS 155. The
FAS 155 amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and FASB Statement No. 140, Accounting For Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. The FAS 155
resolves issues addressed in Statement 133 Implementation Issue No. DI, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. The FAS 155 permits fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of FASB Statement 133, establishes a requirement to evaluate interests in
securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of
subordination are not embedded derivatives and amends FASB Statement 140 to eliminate the prohibition on a qualifying special-purpose entitys holding a derivative financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. The FAS 155 is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006. The FAS 155 is not expected to have any
impact on the Companys financial position or results of operation.

In May 2005, the Financial Accounting Standards Board, or FASB,
issued FASB Statement No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3, which changes the requirements for the accounting and reporting of a change in an accounting
principle. FAS No. 154 applies to all voluntary changes in accounting principles. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions.
When a pronouncement includes specific transition provisions, those provisions should be followed. This statement requires retrospective application to prior periods financial statements of changes in accounting principles, unless it is
impracticable to determine either the period-specific effects or the cumulative effect of the change. We do not expect FAS No. 154 to have any impact on our financial position or results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB No. 29. This statement amends Opinion 29
to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. The statement specifies that a non-monetary
exchange has commercial substance if the



41



---

##### Table of Contents

future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for non-monetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for non-monetary asset exchanges occurring in fiscal periods beginning after the date this Statement is issued. Retroactive application is not
permitted. We will apply this statement in the event exchanges of non-monetary assets occur in fiscal periods beginning after June 15, 2005. We do not expect FAS No. 153 to have any impact on our financial position or results of
operations.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, which is the result of
its efforts to converge U.S. accounting standards for inventories with International Accounting Standards. FAS No. 151 requires idle facility expenses, freight, handling costs and wasted material (spoilage) costs to be recognized as
current-period charges. It also requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of this statement shall be effective for 2005. Also, this
statement requires the allocation of fixed production overheads to inventories by June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after the date this statement is issued. The provisions
of this statement shall be applied prospectively. We are analyzing the requirements of this new statement and believe that its adoption will not have any significant impact on our financial position, results of operations or cash flows.



42



---

##### Table of Contents

Results of Operations

The following table provides a breakdown of our sales revenue and volumes, cost of sales and administration and selling expenses for the last three years.



|                                          |  |                                                |         |      |        |       |       |   |         |        |  |       |  |   |         |   |  |      
|----------------------------------------- |  | ---------------------------------------------- | ------- | ---- | ------ | ----- | ----- | - | ------- | ------ |  | ----- |  | - | ------- | - |  | -----
|                                          |  | Year ended December 31,                       
|                                          |  | 2003                                           |         | 2004 |        | 2005 
|                                          |  | Sales                                          |         |      | Volume |       | Sales |   |         | Volume |  | Sales |  |   | Volume 
|                                          |  | (in millions of U.S.$, except where indicated)
|Sales Revenue                             |  |                                                |         |      |        |       |       |   |         |        |  |       |  |   |         |   |  |      
|Bleached pulp(1)                          |  | $                                              | 567.5   |      |        | 1,231 |       | $ | 849.1   |        |  | 1,639 |  | $ | 829.2   |   |  | 1,639
|Unbleached pulp(1)                        |  |                                                | 142.2   |      |        | 367   |       |   | 156.8   |        |  | 362   |  |   | 161.9   |   |  | 355  
|Sawlogs (net)(2)                          |  |                                                | 16.6    |      |        | 516   |       |   | 32.8    |        |  | 941   |  |   | 51.3    |   |  | 1,457
|Pulplogs(2)                               |  |                                                | 5.3     |      |        | 256   |       |   | 3.6     |        |  | 177   |  |   | 7.3     |   |  | 254  
|Posts(2)                                  |  |                                                | 11.1    |      |        | 54    |       |   | 24.5    |        |  | 101   |  |   | 20.9    |   |  | 88   
|Sawn timber(2)                            |  |                                                | 247.2   |      |        | 1,608 |       |   | 374.1   |        |  | 1,918 |  |   | 425.7   |   |  | 2,136
|Flitches(2)                               |  |                                                | 7.3     |      |        | 57    |       |   | 8.0     |        |  | 50    |  |   | 7.7     |   |  | 44   
|Remanufactured wood products(2)           |  |                                                | 146.5   |      |        | 299   |       |   | 230.4   |        |  | 344   |  |   | 215.9   |   |  | 370  
|Chips(2)                                  |  |                                                | 0.5     |      |        | 30    |       |   | 0.1     |        |  | 2     |  |   | 7.1     |   |  | 9    
|Plywood and fiberboard panels(2)          |  |                                                | 296.9   |      |        | 1,059 |       |   | 373.8   |        |  | 1,107 |  |   | 588.3   |   |  | 1,803
|Other                                     |  |                                                | 17.0    |      |        | N/A   |       |   | 21.8    |        |  | N/A   |  |   | 58.6    |   |  | N/A  
|                                          |  |                                                |         |      |        |       |       |   |         |        |  |       |  |   |         |   |  |      
|Total sales revenue                       |  | $                                              | 1,458.2 |      |        |       |       | $ | 2,075.1 |        |  |       |  | $ | 2,373.9 |   |  |      
|                                          |  |                                                |         |      |        |       |       |   |         |        |  |       |  |   |         |   |  |      
|Cost of Sales                             |  |                                                |         |      |        |       |       |   |         |        |  |       |  |   |         |   |  |      
|Forestry labor costs                      |  |                                                | 135.3   |      |        |       |       |   | 168.6   |        |  |       |  |   | 199.3   |   |  |      
|Timber                                    |  |                                                | 184.0   |      |        |       |       |   | 249.3   |        |  |       |  |   | 339.1   |   |  |      
|Port costs                                |  |                                                | 10.5    |      |        |       |       |   | 14.5    |        |  |       |  |   | 17.3    |   |  |      
|Freight and other transportation costs    |  |                                                | 177.1   |      |        |       |       |   | 254.8   |        |  |       |  |   | 311.5   |   |  |      
|Other costs of sales                      |  |                                                | 275.9   |      |        |       |       |   | 354.3   |        |  |       |  |   | 521.0   |   |  |      
|                                          |  |                                                |         |      |        |       |       |   |         |        |  |       |  |   |         |   |  |      
|Total cost of sales                       |  | $                                              | 782.8   |      |        |       |       | $ | 1,041.6 |        |  |       |  | $ | 1,388.3 |   |  |      
|Gross margins                             |  |                                                | 46.3    | %    |        |       |       |   | 49.8    | %      |  |       |  |   | 41.5    | % |  |      
|Depreciation                              |  |                                                | 112.6   |      |        |       |       |   | 141.3   |        |  |       |  |   | 170.3   |   |  |      
|Administration and Selling Expenses       |  |                                                |         |      |        |       |       |   |         |        |  |       |  |   |         |   |  |      
|Wages and salaries                        |  |                                                | 33.0    |      |        |       |       |   | 45.6    |        |  |       |  |   | 57.0    |   |  |      
|Other administration and selling expenses |  |                                                | 72.9    |      |        |       |       |   | 79.2    |        |  |       |  |   | 123.3   |   |  |      
|                                          |  |                                                |         |      |        |       |       |   |         |        |  |       |  |   |         |   |  |      
|Total selling and administrative expenses |  | $                                              | 105.9   |      |        |       |       | $ | 124.8   |        |  |       |  | $ | 180.4   |   |  |      
|                                          |  |                                                |         |      |        |       |       |   |         |        |  |       |  |   |         |   |  |      
|Total operating costs and expenses        |  | $                                              | 1,001.3 |      |        |       |       | $ | 1,307.7 |        |  |       |  | $ | 1,739.0 |   |  |      
|Operating margin                          |  |                                                | 31.3    | %    |        |       |       |   | 37.0    | %      |  |       |  |   | 26.7    | % |  |      

---

|(1) | Volumes measured in thousands of metric tons.
|--- | ---------------------------------------------



|(2) | Volumes measured in thousands of cubic meters.
|--- | ----------------------------------------------

Year Ended December 31, 2004 Compared to Year Ended December 31, 2005

Net Sales

Net sales increased 14.4%, from U.S.$2,075.1 million in 2004 to U.S.$2,373.9
million in 2005, principally as a result of a 57.4% increase in sales of plywood and fiberboard panels, a 13.8% increase in sales of sawn timber and a 56.5% increase in sales of sawlogs, which were partially offset by a 1.5% decrease in sales of
pulp and a 6.3% decrease in sales of remanufactured wood products and.

Pulp Sales

Sales revenue of bleached and unbleached pulp decreased 1.5%, from U.S.$1,006.0 million in 2004 to U.S.$991.2 million in 2005, reflecting a 0.3% decrease
in sales volume and a 1.2% decrease in average prices. Sales



43



---

##### Table of Contents

of unbleached pulp increased by 3.2% due to a 5.1% increase in prices, which was partially offset by a 1.8% decrease in sales volume. Sales of bleached pulp
decreased by 2.3% due principally to a 2.4% decrease in average prices.

Wood Products Sales

Sales of wood products, including sawn timber, remanufactured products and flitches, increased 6.0%, from U.S.$612.6 million in 2004 to U.S.$649.3 million
in 2005, reflecting a 10.2% increase in sales volume and a 3.8% decrease in average prices. Sawn timber sales revenue increased 13.8%, from U.S.$374.1 million in 2004 to U.S.$425.7 million in 2005 due to an increase of 11.3% in sales volume
resulting from the start of production at Nueva Aldea Sawmill and a 2.2% increase in average prices. Sales of remanufactured wood products decreased 6.3% from U.S.$230.4 million in 2004 to U.S.$215.9 million in 2005 due to a 13.0% decrease in
average prices, which was partially offset by a 7.7% increase in sales volume. The decrease in price of remanufactured products was attributable in large part to an excess of inventories in the U.S., which depressed the average prices.

Plywood and Fiberboard Panels Sales

Sales of plywood and fiberboard panels increased 57.4%, from U.S.$373.8 million in 2004 to U.S.$588.3 million in 2005. This increase was primarily due to a 62.9% increase in sales volume attributable to our panel mill acquisitions in Brazil
and Argentina, as well as the commencement of operations of the Nueva Aldea Plywood Mill during the last quarter of 2004. These increases were partially offset by a 3.4% decrease in average prices due to a change in the composition of the product
mix offered by our panel division resulting from the introduction of PBO following our acquisitions in Argentina and Brazil and a decrease in sales to the U.S. market attributable to an excess of inventories.

Forestry Sales

Sales revenue from
forestry products increased 28.9%, from U.S.$61.7 million in 2004 to U.S.$79.5 million in 2005. This increase is mainly attributable to a 47.5% increase in sales volume, which was partially offset by an 11.6% decrease in nominal prices. Sales
revenue of sawlogs increased by 56.5%, mainly the result of a 54.8% increase in sales volume. This increase in overall forestry products sales revenue was partially offset by a 14.8% decrease in sales revenue from posts attributable to a 13.3%
decrease in sales volume and a 1.7% decrease in nominal prices. Our sales of forestry products are primarily in the Chilean and Brazilian markets. Such sales are subject to fluctuations in volume and price, which are not cyclical in nature.

Cost of Sales

Cost of sales
increased 33.3% from U.S.$1,041.6 million for 2004 to U.S.$1,388.3 million for 2005, primarily due to an increase in the cost of timber that negatively affected the unit cost of pulp, wood products, plywood and fiber panels and forestry products.
The increase in the cost of timber was due mainly to an increase the market price of timber and the appreciation of the Chilean peso with respect to the U.S. dollar. Cost of sales were also affected by an increase in sales volume of wood products,
plywood and fiber panels and forestry products. These increases were partially offset by a 13.3% decrease in sales volume of posts and a decrease of 11.6% in sales volume of flitches.

Gross Margins

Gross margins decreased from 49.8% for 2004 to 41.5% for 2005, primarily due to
the increase in cost of sales attributable to an increase in sales volume, which was partially offset by an increase in consolidated sales.

Depreciation

Depreciation increased 20.5% from U.S.$141.3 million for 2004 to U.S.$170.3 million for 2005, due
primarily to a 17.0% increase in pulp industry depreciation expense from U.S.$99.0 million in 2004 to U.S.$115.9 million in 2005 and to a 76.9% increase in the plywood and fiberboard panels industry depreciation expense from



44



---

##### Table of Contents

U.S.$15.3 million in 2004 to U.S.$27.0 million in 2005. These increases were principally attributable to the operation of the Valdivia Mill, the commencement
of operation of the Nueva Aldea Plywood Mill and the March and October acquisitions of panel mills in Argentina and Brazil.

Selling and
Administrative Expenses

Selling and administrative expenses increased 44.5% from U.S.$124.8 million in 2004 to U.S.$180.4
million in 2005, primarily as a result of a 55.7% increase in other administrative and selling expenses attributable to our new operations in Brazil and a 25.1% increase in wages and salaries, which was, in turn, due largely to an increase in the
number of employees associated with the commencement of operations of the Nueva Aldea Sawmill and Plywood Mill and our acquisitions in Argentina and Brazil, as well an appreciation in the exchange rate between the U.S. dollar and the local
currencies of our principal operating markets that caused increases in the salaries paid to our employees when measured in U.S. dollars. As a percentage of sales revenue, selling and administrative expenses increased from 6.0% during 2004 to 7.6%
during 2005.

Income from Operations

Income from operations decreased 17.3% from U.S.$767.3 million in 2004 to U.S.$634.9 million in 2005, primarily as a result of an increase in cost of sales, depreciation and selling and administrative expenses.

Non-Operating Income (Expense)

We recorded a
total non-operating expense of U.S.$83.9 million in 2005 compared to an expense of U.S.$41.4 million in 2004, primarily as a result of a 40.7% increase in interest expense and an increase in foreign exchange losses.

Interest Income

Interest income
increased from U.S.$25.4 million in 2004 to U.S.$34.5 million in 2005, primarily due to an increase in the average nominal interest rate for our cash balance, time deposits and short-term investment positions.

Other Income (Expense)

We recorded
other expense of U.S.$2.2 million in 2005 compared to an expense of U.S.$5.0 million in 2004, due primarily to a decrease in indirect project expenses and an increase in other non-operating income attributable to an increase in insurance indemnity.

Foreign Exchange Gains (Losses)

We recorded foreign exchange losses of U.S.$6.2 million in 2005 compared to a gain of U.S.$16.2 million in 2004, primarily due to a decrease in the value of our euro-denominated investments expressed in U.S. dollars,
attributable to a depreciation of the euro against the U.S. dollar, and an appreciation of the Brazilian real against the U.S. dollar that negatively affected our real-denominated liabilities.

Interest Expense

Interest expenses
increased 40.7%, from U.S.$78.1 million in 2004 to U.S.$109.9 million in 2005, primarily due to higher levels of indebtedness after the issuance in April 2005 of our 5.625% Notes due in 2015 and the consolidation of debt in connection with our
acquisitions in Brazil and Argentina. Interest expenses also increased due to higher interest rates.

Income Taxes

In 2005, we recorded a tax expense of U.S.$113.3 million, compared to an expense of U.S.$139.9 million in 2004. This decrease was principally due to a
decrease in taxable income earned in 2005. Our effective tax rate



45



---

##### Table of Contents

was 21% in 2005 compared to 19% in 2004, primarily due to our acquisitions in Argentina and Brazil, where income tax rates are higher relative to Chilean tax
rates.

In accordance with Chilean law, we and each of our subsidiaries compute and pay tax on a separate basis and not on a consolidated
basis. At December 31, 2005, our consolidated subsidiaries had an aggregate tax loss carryforwards of U.S.$128.4 million.

Net Income

Our net income decreased by 25.0% from U.S.$592.2 million in 2004 to U.S.$444.3 million in 2005. This decrease was primarily due to
the decrease in our operating income, which was partially offset by a decrease in income taxes.

Year Ended December 31, 2003 Compared to Year
Ended December 31, 2004

Net Sales

Net sales increased 42.3%, from U.S.$1,458.2 million in 2003 to U.S.$2,075.1 million in 2004, principally as a result of a 41.7% increase in sales of pulp, a 51.3% increase in sales of sawn timber, a 57.2% increase of
remanufactured products and a 25.9% increase in sales of plywood and fiberboard panels, partially offset by a 31.6% decrease in sales of pulplogs, reflecting a 30.8% decrease in sales volume and a 1.1% decrease in sales prices.

Pulp Sales

Sales revenue of bleached
and unbleached pulp increased 41.7%, from U.S.$709.8 million in 2003 to U.S.$1,006.0 million in 2004, reflecting a 25.2% increase in sales volume and an increase of 13.2% in average prices. Sales of bleached pulp increased 49.6% due to an increase
in sales volume. The increase in bleached pulp sales volume was primarily due to the commencement of production at the Valdivia Mill in February 2004. Sales of unbleached pulp increased by 10.3% due to an 11.8% increase in average prices, which was
partially offset by a 1.4% decrease in sales volume.

Wood Products Sales

Sales of wood products, including sawn timber, remanufactured products and flitches, increased 52.5%, from U.S.$401.6 million in 2003 to U.S.$612.6
million in 2004, reflecting a 31.5% increase in average prices and a 16.0% increase in sales volume. Sawn timber sales revenue increased 51.3%, from U.S.$247.2 million in 2003 to U.S.$374.1 million in 2004 due to a 26.9% increase in average prices
and a 19.3% increase in sales volume. Sales of remanufactured wood products increased 57.2% from U.S.$146.5 million in 2003 to U.S.$230.4 million in 2004 due to a 15.0% increase in sales volume and a 36.7% increase in average prices. Each of these
increases was attributable to the improvement of market conditions, particularly in North America, Asia and Chile.

Plywood and
Fiberboard Panels Sales

Sales of plywood and fiberboard panels increased 25.9%, from U.S.$296.9 million in 2003 to U.S.$373.8 million
in 2004. This increase was primarily due to a 20.4% increase in average prices and a 4.6% increase in sales volume attributable to the improvement of market conditions, particularly in Chile, Europe and North America.

Forestry Sales

Sales revenue from
forestry products increased 85.2%, from U.S.$33.3 million in 2003 to U.S.$61.7 million in 2004, reflecting a 47.6% increase in sales volume and a 25.4% increase in average prices. This increase is mainly attributable to a 121.3% increase in sales
revenue from posts, reflecting a 19.1% increase in average prices and an 85.9% increase in sales volume. The increase in forestry sales revenue was partially offset by a 31.6% decrease in sales of pulplogs, largely due to a 30.8% decrease in sales
volume and a 1.1% decrease in average



46



---

##### Table of Contents

prices. Our sales of forestry products are primarily in the Chilean market. Such sales are subject to fluctuations in volume and price, which are not
cyclical in nature.

Cost of Sales

Cost of sales increased 33.1% from U.S.$782.8 million for 2003 to U.S.$1,041.6 million for 2004, primarily due to an increase in cost of pulp due to a 25.2% increase in sales volume, a 10% increase in unit costs and an increase in cost of
wood products, primarily due to a 16.0% increase in sales volume of wood products. These increases were partially offset by a 30.8% decrease in the sales volume of pulplogs and a 92.8% decrease in the sales volume of chips.

Gross Margins

Gross margins increased from
46.3% for 2003 to 49.8% for 2004, primarily due to a 42.3% increase in sales volume, which was partially offset by a 33.1% increase in cost of sales.

Depreciation

Depreciation increased 25.5% from U.S.$112.6 million for 2003 to U.S.$141.3 million for 2004, primarily
due to a 23.7% increase in the pulp industry depreciation expense from U.S.$80.1 million in 2003 to U.S.$99.0 million in 2004. This was, in turn, primarily due to the commencement of production at the Valdivia Mill in February 2004.

Selling and Administrative Expenses

Selling
and administrative expenses increased 17.8% from U.S.$105.9 million in 2003 to U.S.$124.8 million in 2004, primarily as a result of a 38.2% increase in wages and salaries, which was, in turn, largely due to an increase in the number of
employees and fluctuations in the exchange rate between the U.S. dollar and the local currencies of our principal operating markets that caused variations in the salaries paid to our employees when measured in U.S. dollars. As a percentage of sales
revenue, selling and administrative expenses decreased from 7.3% during 2003 to 6.0% during 2004, primarily as a result of the increase in the sales revenues from pulp, sawn timber and plywood.

Income from Operations

Income from operations
increased 67.9% from U.S.$456.9 million in 2003 to U.S.$767.3 million in 2004, primarily as a result of an increase in sales revenues.

Non-Operating
Income (Expense)

We recorded a total non-operating expense of U.S.$41.4 million in 2004 compared to a gain of U.S.$37.3 million in
2003, primarily as a result of a 67.5% increase in interest expense and a 69.0% decrease in foreign exchange gains.

Interest Income

Interest income decreased from U.S.$30.1 million in 2003 to U.S.$25.4 million in 2004, primarily due to our lower average cash balance
and short-term investment position in 2004 as compared to 2003.

Other Income (Expense)

We recorded other expense of U.S.$5.0 million in 2004 compared to an income of U.S.$1.6 million in 2003, primarily due to an increase in other
non-operating expenses, which was, in turn, largely due to an increase in indirect expenses of investment projects of U.S.$2.7 million and an increase in loss from sales of fixed assets of U.S.$2.0 million.



47



---

##### Table of Contents

Foreign Exchange Gains (Losses)

We recorded foreign exchange gains of U.S.$16.2 million in 2004 compared to a gain of U.S.$52.4 million in 2003, primarily due to the decrease in the
value of our euro-denominated investments expressed in U.S. dollars and a decrease in the value of our Chilean peso-denominated current assets expressed in U.S. dollars.

Interest Expense

Interest expenses increased 67.5%, from U.S.$46.6 million in 2003 to U.S.$78.1
million in 2004, primarily due to a decrease in capitalization of interest expense in 2004 due to the completion of the Valdivia Mill and an increase in interest expense attributable to our issuance in July 2003 of U.S.$300 million of notes and due
to the execution of a U.S.$240 million revolving credit facility loan in August 2004, partially offset by gains from our outstanding interest rate swap agreements during 2003, which resulted in a net gain of U.S.$16.3 million more than in 2004.

Income Taxes

In 2004,
we recorded a tax expense of U.S.$139.9 million, compared to an expense of U.S.$80.6 million in 2003. This increase was principally due to an increase in pretax income earned in 2004. Our effective tax rate was 19% in 2004 compared to 16% in 2003,
primarily due to the reversal of the valuation allowance in Argentina during 2003.

In accordance with Chilean law, we and each of our
subsidiaries compute and pay tax on a separate basis and not on a consolidated basis. At December 31, 2004, our consolidated Chilean subsidiaries had tax loss carryforwards of:



| |  |  | U.S.$27.2 million for Forestal Valdivia, and
| | - |  | --------------------------------------------



| |  |  | U.S.$1.0 million for Bioforest.
| | - |  | -------------------------------

Net Income

Our net income increased by 41.2% from U.S.$419.5 million in 2003 to U.S.$592.2 million in 2004. This increase was primarily due to higher operating
income, which was partially offset by higher non-operating expense and higher income taxes.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are funds from operations, domestic and international borrowings from commercial and investment banks
and debt offerings in the domestic and international capital markets.

Our net cash flow provided by operating activities was U.S.$751.0
million during the year ended December 31, 2005, U.S.$870.5 million during the year ended December 31, 2004 and U.S.$346.5 million during the year ended December 31, 2003. The decrease in cash flow from operating activities in 2005,
compared to 2004, was principally due to a 17.3% decrease in operating income, an increase of 24.2% in prepaid expenses and other current and long-term assets and a decrease of 15.6% in short-term investments, partially offset by a 62.7% increase in
accrued liabilities and other current and long-term liabilities. The increase in cash flow from operating activities in 2004 as compared to 2003 was principally due to a 67.9% increase in operating income partially offset by a 56.8% increase in
receivables.

In accordance with customary practice in the pulp industry, we do not have long-term sales contracts with our customers;
rather, we maintain long-standing relationships with our customers pursuant to which we reach agreements from time to time on specific volumes and prices.



48



---

##### Table of Contents

We expect our principal capital expenditures for 2006 to include the construction of the second phase of
the Nueva Aldea Project, the construction of the Nueva Aldea and Constitución pipelines, as well as the expected acquisition of the forestry assets of Cementos Bío-Bío S.A. SeeItem 4. Information on the
CompanyCapital Expenditures. For subsequent years, our capital expenditures will depend on the state of the economy in each country where we have operations, as well as market conditions.

We believe that cash flow generated by operations, cash balances, borrowings from commercial banks, export credit agencies and multilateral lending
agencies and debt offerings in the domestic and international capital markets, will be sufficient to meet our working capital, debt service and capital expenditure requirements for the foreseeable future.

The following table sets forth certain contractual obligations as of December 31, 2005, and the period in which the contractual obligations come
due.



|                                      |  |                               |         |                |   |          |  |          |       |                 |   |       |  |   |        
|------------------------------------- |  | ----------------------------- | ------- | -------------- | - | -------- |  | -------- | ----- | --------------- | - | ----- |  | - | -------
|                                      |  | Payments Due by Period       
|                                      |  | Total                         |         | Lessthan 1year |   | 1-3years |  | 3-5years |       | Morethan 5years
|                                      |  | (in millions of U.S. dollars)
|Contractual obligation                |  |                               |         |                |   |          |  |          |       |                 |   |       |  |   |        
|Long-term debt obligations            |  | $                             | 3,115.8 |                | $ | 210.8    |  | $        | 681.4 |                 | $ | 763.9 |  | $ | 1,459.7
|Capital (finance) lease obligations   |  |                               | 6.5     |                |   | 1.7      |  |          | 3.5   |                 |   | 1.3   |  |   | 0      
|Operating lease obligations           |  |                               | 0       |                |   | 0        |  |          | 0     |                 |   | 0     |  |   | 0      
|Purchase obligations(1)               |  |                               | 335.0   |                |   | 263.0    |  |          | 72.0  |                 |   | 0     |  |   | 0      
|Registrants balance sheet under GAAP |  |                               | 0       |                |   | 0        |  |          | 0     |                 |   | 0     |  |   | 0      
|                                      |  |                               |         |                |   |          |  |          |       |                 |   |       |  |   |        
|Total                                 |  | $                             | 3,457.3 |                | $ | 475.5    |  | $        | 756.9 |                 | $ | 765.2 |  | $ | 1,459.7
|                                      |  |                               |         |                |   |          |  |          |       |                 |   |       |  |   |        

---

|(1) | Excludes contracts entered into with independent contractors to perform operations on our
behalf. Our payment obligations under such contracts are not pre-determined, but rather depend on the performance of certain variables. Accordingly, we cannot quantify our contractual obligations under such contracts.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At December 31, 2005, our short term bank borrowings were U.S.$51.9 million. At December 31, 2004, we did not have any short-term bank
borrowings. At December 31, 2003, our short-term bank borrowings were U.S.$1.4 million.

Our total long-term bank, export credit
agency and multilateral lending agency debt (including the current portion of such debt) was U.S.$562.6 million at December 31, 2005, of which 96.0% was U.S. dollar-denominated. At December 31, 2005, we also had total capital markets
borrowings of U.S.$1,679.1 million, 100% of which was U.S. dollar-denominated. At December 31, 2005, the weighted average maturity of our foreign currency-denominated debt was 5.7 years. The interest rate on our variable rate debt is determined
principally by reference to the London inter-bank offered rate (LIBOR), and at December 31, 2005 the average interest rate for our foreign currency-denominated floating rate debt over LIBOR was 0.51%. The average interest rate for our foreign
currency-denominated fixed rate debt was 6.82%. These average rates do not reflect the effect of swap agreements and subsequent unwinds effective as of December 31, 2005.

The following are our principal financing activities during 2005:



| |  |  | In March 2005, we received a disbursement equal to U.S.$40 million under the five-year revolving credit facility executed in August 2004.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We issued U.S.$400 million of our 5.625% Notes due 2015 in the form of Rule 144A notes with registration rights in a private placement in April 2005. Pursuant to the exercise of
these registration rights we issued registered notes in an aggregate principal amount of U.S.$399.75 million. Consequently, Rule 144A notes in an aggregate principal amount of U.S.$0.25 million also remain outstanding.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In September 2005, we paid the outstanding principal amount of our 6.95% Notes due 2005 in the total amount of U.S.$175 million.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



49



---

##### Table of Contents

The instruments and agreements governing our foreign bonds and syndicated loans set limits on our
incurrence of debt and liabilities through the use of financial covenants. The principal financial covenants contained in these agreements are as follows:



| |  |  | Our debt to equity ratio must not exceed 1.2:1;
| | - |  | -----------------------------------------------



| |  |  | Our interest coverage ratio must not be less than 2:1; and
| | - |  | ----------------------------------------------------------



| |  |  | We are required to maintain a minimum consolidated net worth of U.S.$2.5 billion, as measured in accordance with generally accepted accounting principles in Chile, or Chilean GAAP.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We were in compliance with these covenants as of December 31, 2005.

On June 21, 2001, we irrevocably and unconditionally guaranteed as primary obligor the issuance of U.S.$250,000,000 of floating rate trust notes due
2006, by a trustee acting for the benefit of Alto Paraná (the APSA Notes) under Argentine Law 24,441. Our guaranty is in favor of the holders of the notes and The Chase Manhattan Bank, as trustee. The APSA Notes had a stated
maturity of June 13, 2006. On January 22, 2004, Alto Paraná completed a restructuring of the APSA Notes. The terms of the notes and the guaranty were amended as follows:



| |  |  | the stated maturity was extended to December 12, 2008;
| | - |  | ------------------------------------------------------



| |  |  | the interest rate was fixed at LIBOR plus 6.5%; and
| | - |  | ---------------------------------------------------



| |  |  | the irrevocable and unconditional guaranty we granted in 2001 was terminated and, through an offshore custodial vehicle, we provided the holders of the restructured APSA notes a new
full, irrevocable and unconditional guaranty of the notes, as primary obligor in the event of any failure by Alto Paraná to meet the obligations related to the notes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Substantially all of our borrowings are denominated in dollars. See Item 11. Quantitative and Qualitative Disclosures about Market
RiskForeign Currency Risk.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.



50



---

##### Table of Contents

TREASURY MANAGEMENT

We manage the treasury activities of all of our Chilean subsidiaries on a centralized basis. Our subsidiaries borrow from or lend money to us in accordance with their daily cash requirements or surplus, maintaining
their cash balance close to zero. Our policy is not to allow our Chilean subsidiaries to invest in financial instruments and other transactions. We make decisions regarding short-term loans, short-term investments, currency transactions and other
transactions on a consolidated basis. Treasury activities are governed by our cash and deposits policy, which is approved by the board of directors. The main principles of our cash and deposits policy are as follows:



| |  |  | investments must be in fixed income instruments;
| | - |  | ------------------------------------------------



| |  |  | we do not invest in stocks;
| | - |  | ---------------------------



| |  |  | investments must be in instruments from the Chilean Central Bank or from internationally recognized financial institutions; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | transactions must be carried out only with banks or bank subsidiaries.
| | - |  | ----------------------------------------------------------------------

Our Argentine subsidiaries and our recently acquired Brazilian subsidiaries manage their treasury activities independently from us. Their activities are governed by cash and deposit policies that are approved by their
chief executive officers. These policies are based on the same principles of our cash and deposits policy.

HEDGING

We periodically review our exposure to risks arising from fluctuations in foreign exchange rates and interest rates and make a determination, on a
case-by-case basis, at our senior management level whether or not to hedge such risks. As a result, from time to time we enter into currency and interest rate swaps with respect to a portion of our borrowings. See Note 1(k) to our audited
consolidated financial statements.

We have entered into two offsetting interest rate swap agreements, each in a notional amount of
U.S.$130 million, to reduce the interest rate on our 7.75% Notes due 2011. These interest rate swaps settle semi-annually and terminate in 2011. The net effect of our interest rate swap agreements is that we pay fixed interest at a rate of 5.506%
and receive fixed interest at a rate of 7.75%. See Note 8 to our audited consolidated financial statements.

We have also analyzed
our exposure to risks associated with fluctuations in prices of commodities, including pulp, but have, thus far, not entered into any material hedging transactions with respect to such risks. See Item 11. Quantitative and Qualitative
Disclosures About Market Risk.

RESEARCH AND DEVELOPMENT

We spent U.S.$1.7 million in 2003, U.S.$2.0 million in 2004 and U.S.$3.4 million in 2005 on research and development. We conduct our principal research
and development programs through Bioforest, which concentrates its efforts on applying and implementing the advanced technology available in the market to the specific characteristics of our forests and mills.

We are continuously researching and attempting to develop different strains of long-fiber pine trees to improve their quality and to shorten the average
harvest cycle. Additionally, we maintain close relations with international research institutes, equipment suppliers and the scientific and engineering community involved with our industry.



51



---

##### Table of Contents

|Item 6. | Directors, Senior Management and Employees
|------- | ------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS

Directors

A board of directors manages our business. Our by-laws (estatutos) require that the board of directors consist of nine directors. Our directors cannot also be our executives. The entire board is elected every
three years and can be re-elected for any number of periods. The current board was elected in April 2005, and their terms will expire in 2008. The board may appoint replacements to fill any vacancies that occur during periods between elections;
however, at the annual shareholders meeting following any such replacement, an election of the entire board must take place. Scheduled meetings of the board of directors are, generally, held once a month. Extraordinary board meetings are
called when summoned by the Chairman or when requested by at least two directors.

We do not have an audit committee or compensation
committee.

Our current directors are listed below.



|                     |  |                  |  |                      |  |    
|-------------------- |  | ---------------- |  | -------------------- |  | ---
|Name                 |  | Years asDirector |  | Position             |  | Age
|Alberto Etchegaray   |  | 12               |  | Chairman             |  | 57 
|José Tomás Guzmán    |  | 20               |  | First Vice-Chairman  |  | 77 
|Roberto Angelini(1)  |  | 20               |  | Second Vice-Chairman |  | 57 
|Jorge Andueza        |  | 12               |  | Director             |  | 57 
|Anacleto Angelini(1) |  | 20               |  | Director             |  | 92 
|Manuel Bezanilla     |  | 20               |  | Director             |  | 61 
|Jorge Bunster        |  | 12               |  | Director             |  | 53 
|Carlos Croxatto      |  | 20               |  | Director             |  | 91 
|Timothy C. Purcell   |  | 1                |  | Director             |  | 46 

---

|(1) | Anacleto Angelini is the uncle of Roberto Angelini.
|--- | ---------------------------------------------------

Included below are brief biographical descriptions of each of our directors.

Alberto Etchegaraybecame a Director on April 11, 1994 and became Chairman of the board of directors on January 4, 2005. He is also a
partner of Domet Ltda., the Chairman of the board of directors of Invesco Internacional S.A., Salfacorp S.A., Habitaria S.A., Banco del Desarrollo and Isapre Consalud S.A. He served as the Chilean Minister of Housing for four years.
Mr. Etchegaray holds a degree in civil engineering from the Catholic University of Chile.

José Tomás Guzmánbecame a Director on April 30, 1986 and served as Chairman of the board of directors from April 18, 1991 to January 4, 2005, when he voluntarily resigned. He was appointed as First Vice-Chairman of the board of directors on
January 27, 2005. He is a partner of the law firm Portaluppi, Guzmán y Bezanilla, is a Vice-Chairman of COPEC, is Chairman of the board of directors of Empresas Copec, Forestal Arauco and Inversiones Siemel S.A., and serves as a member
of the boards of directors of Compañía de Seguros de Vida Cruz del Sur S.A., Alto Paraná S.A., Industrias Forestales S.A., Sigma S.A., Servicios Corporativos Sercor S.A., AntarChile and Corpesca S.A. Mr. Guzmán holds
a law degree from the Catholic University of Chile.

Roberto Angelinibecame a Director on April 30, 1986 and served as
Vice-Chairman of the board of directors from April 18, 1991 to January 4, 2005, when he voluntarily resigned. He was appointed as Second Vice-Chairman of the board of directors January 27, 2005. He serves as Chairman of the board of
directors of COPEC, Corpesca S.A., SouthPacific Korp S.A., Pequera Iquique-Guanaye S.A., Compañía de Seguros de Vida Cruz del Sur S.A., Astilleros Arica S.A. and Servicios Corporativos Sercor S.A. He also serves as a member of the
boards of directors of Empresas Copec, Forestal Arauco, Alto Paraná S.A., Industrias Forestales S.A., Empresa Pesquera



52



---

##### Table of Contents

Eperva S.A., Inversiones Siemel S.A., AntarChile and Sigma S.A. Mr. Angelini holds a degree in civil engineering from the Catholic University of Chile.

Jorge Anduezabecame a Director on April 11, 1994. He is also the Chief Executive Officer of AntarChile and serves as a member
of the boards of directors of COPEC, Empresa Pesquera Eperva S.A., Corpesca S.A., Compañía de Seguros de Vida Cruz del Sur S.A., Inversiones Siemel S.A., Astilleros Arica S.A., Pesquera Iquique-Guanaye S.A., SouthPacific Korp S.A. and
Servicios Corporativos Sercor S.A. Mr. Andueza holds a degree in electronic civil engineering from Federico Santa María Technical University and a masters degree in business administration from Adolfo Ibáñez
University.

Anacleto Angelinibecame a Director on April 30, 1986. He is also the Chairman of the board of directors of
AntarChile and serves as a member of the boards of directors of Empresas Copec and Servicios Corporativos Sercor S.A.

Manuel Bezanillabecame a Director on April 30, 1986. He is also a partner of the law firm Portaluppi, Guzmán y Bezanilla and serves as a member of the boards of directors of Forestal Arauco, Pesquera Iquique-Guanaye S.A. and Inversiones Siemel S.A.
Mr. Bezanilla holds a law degree from the Catholic University of Chile.

Jorge Bunsterbecame a Director on April 11,
1994. He is also the Chief Executive Officer of COPEC and serves as a member of the boards of directors of Metrogas S.A., Empresa Eléctrica Guacolda S.A. and Sociedad Nacional de Oleoductos Limitada (Sonacol). Mr. Bunster holds degrees
in commercial engineering and economics from the Catholic University of Chile and a masters degree in business administration from Navarra University.

Carlos Croxattobecame a Director on April 30, 1986. He also serves as a member of the boards of directors of Empresas Copec, COPEC, Puerto Lirquén S.A., Forestal Arauco, Alto Paraná S.A.,
Industrias Forestales, S.A., Servicios Corporativos Sercor S.A. and Empresa Pesquera Eperva S.A. Mr. Croxatto holds a degree in civil engineering from the University of Chile.

Timothy C. Purcell became a director on April 26, 2005. He is also Managing Partner of JP Morgan Partners Latin America LP. Mr. Purcell
currently serves as a member of the boards of directors of Compañía de Seguros de Vida Cruz del Sur S.A., Cruz del Sur Administradora General de Fondos S.A., Grupo Industrial Convermex, Metronet S.A. de C.V., BOPP Holdings, and Parque
Arauco S.A. He is also a Trustee of International House in New York. Mr. Purcell received an undergraduate degree with distinction in Economics from Cornell University, as well as a Masters Degree in International Studies from the University of
Pennsylvania and a masters degree in business (MBA) from Wharton Business School.

Executive Officers

Our executive officers are appointed by the board of directors and hold office at its discretion. In June 2005, Alejandro Pérez, our President and
Chief Executive Officer, and Pablo Daud, our Environmental Managing Director, resigned from their positions. Our board of directors appointed Matías Domeyko, who served as our Chief Financial Officer, to replace Mr. Pérez and
Andrés Camaño has been appointed as our Environmental Managing Director. On June 22, 2005, Gianfranco Truffello was appointed as Chief Financial Officer, and Robinson Tajmuch was appointed as Chief Accounting Officer.



53



---

##### Table of Contents

Our current principal executive officers and the directors of each area or department are listed below.



|                     |  |                  |  |                                        |  |    
|-------------------- |  | ---------------- |  | -------------------------------------- |  | ---
|Name                 |  | Yearswith Arauco |  | Position                               |  | Age
|Matías Domeyko(1)    |  | 17               |  | President and Chief Executive Officer  |  | 44 
|Gianfranco Truffello |  | 11               |  | Chief Financial Officer                |  | 38 
|Robinson Tajmuch     |  | 15               |  | Chief Accounting Officer               |  | 49 
|Hernán Arriagada     |  | 15               |  | Engineering and Construction Director  |  | 58 
|Franco Bozzalla      |  | 16               |  | Panels Area Managing Director          |  | 43 
|Jorge Garnham        |  | 29               |  | Woodpulp Area Managing Director        |  | 52 
|Cristián Infante     |  | 11               |  | Argentina Managing Director            |  | 39 
|Pablo Mainardi       |  | 4                |  | Brazil Managing Director               |  | 39 
|Charles Kimber       |  | 20               |  | Corporate Affairs & Marketing Director |  | 44 
|Antonio Luque        |  | 14               |  | Sawn Timber Area Managing Director     |  | 49 
|Alvaro Saavedra      |  | 14               |  | Forestry Area Managing Director        |  | 50 
|Mario Urrutia(2)     |  | 12               |  | Nueva Aldea Project Director           |  | 58 

---

|(1) | Matías Domeyko worked at Arauco from 1987 to 1994. He rejoined Arauco in 1997.
|--- | ------------------------------------------------------------------------------



|(2) | Mario Urrutia worked at Arauco from 1989 to 1991 and from 1995 to 1998. He rejoined Arauco in
2002.
|--- | ---------------------------------------------------------------------------------------------------

Included below are brief biographical descriptions of each of our executive officers and the directors of each area or
department.

Matías Domeykobecame President and Chief Executive Officer of Arauco on June 8, 2005. Mr. Domeyko is
also a member of the board of directors of Puerto Lirquén S.A. He worked at Arauco from 1987 to 1994. He rejoined in 1997 and served as our Chief Financial Officer until 2005. He previously served as the Director of Development of Copec.
Mr. Domeyko holds a degree in commercial engineering from the University of Chile.

Gianfranco Truffellobecame the Chief
Financial Officer of Arauco on June 22, 2005. He joined Arauco in 1994 and was previously our Finance Manager. He also served as the Chief Financial Officer of Alto Paraná. Mr. Truffello holds a degree in civil engineering from the
Catholic University of Chile and a masters degree in business administration from the Massachusetts Institute of Technology.

Robinson Tajmuch became the Chief Accounting Officer of Arauco on June 22, 2005. He joined Arauco in 1991 and was previously our Comptroller. Before joining Arauco, he served as Auditing Manager at Price Waterhouse.
Mr. Tajmuch holds a degree in accounting and auditing from the Santiago University of Chile.

Hernán Arriagadais our
Engineering and Construction Director. He joined Arauco in 1991 and was previously the Engineering Manager and Engineering and Maintenance Manager of the mills at the Arauco site. Mr. Arriagada holds a degree in mechanical engineering from the
University of Santiago.

Franco Bozzallais our Panels Area Managing Director of Arauco. He joined Arauco in 1990. He was formerly a
sales representative of Forestal Arauco. Mr. Bozzalla holds a degree in civil engineering from the Catholic University of Chile.

Jorge Garnhamis the Woodpulp Area Managing Director of Arauco. He joined Arauco in 1978. He was formerly the Managing Director of Alto Paraná, Chief Accounting Officer and Manager of Forestry Sales of Arauco. Mr. Garnham
holds a degree in civil engineering from the Catholic University of Chile.

Cristián Infanteis the Argentina Managing
Director. He joined Arauco in 1996 as a woodpulp sales representative, where he worked for two years. In 1998, Mr. Infante was appointed sales manager for industrial lumber and remanufactured products of Forestal Arauco, where he worked until
1999, at which time he moved to Centromaderas S.A., where he worked for two years. Mr. Infante holds a degree in civil engineering from the Catholic University of Chile.



54



---

##### Table of Contents

Pablo Mainardi is the Brazil Managing Director. He joined Arauco in 2002 as Chief Financial
Officer of Alto Paraná S.A., where he worked for three years. Mr. Mainardi holds a degree in industrial engineering from the University of Buenos Aires in Argentina and a masters degree in business administration from CEMA in Argentina.

Charles Kimberis the Corporate Affairs & Marketing Director of Arauco. Mr. Kimber also supervises the Environmental
Area Managing Director, Andrés Camaño. He graduated from the Catholic University of Chile with a degree in Commercial Engineering and joined Arauco in 1986, where he has held several positions in sales. He was previously Managing
Director of Arauco Wood Products Inc.

Antonio Luqueis the Sawn Timber Area Managing Director of Arauco and has held that position
since 1993. Before joining Arauco, he was the General Manager of Cabildo S.A. and a research engineer at Compañía Industrial. Mr. Luque holds a degree in civil engineering from the University of Chile.

Alvaro Saavedrais the Forestry Area Managing Director of Arauco. He joined Arauco in 1991. Previously, he was the Director of Development of
Forestal Arauco. He holds a degree in civil engineering from the University of Chile and a graduate degree from the University of London.

Mario Urrutiais the director of the Nueva Aldea Project. He was the Director of Construction for the Arauco II Project, from 1989 to 1991, and of the Valdivia Project, from 2001 until the beginning of 2004. Mr. Urrutia holds a
degree in civil engineering from the University of Chile.

Compensation

For 2005, the aggregate compensation of all our directors and executive officers and senior managers paid or accrued in that year for services in all
capacities, including salaries and compensation for their service to those executive officers who serve as directors, was approximately U.S.$14.4 million. We do not maintain any pension or retirement programs or incentive compensation plans for our
directors or executive officers. We also do not maintain any plans providing for benefits upon termination of employment. The following table sets out the compensation of our directors for their services as directors in the years provided.



|                    |  |       |         |      |       |        
|------------------- |  | ----- | ------- | ---- | ----- | -------
|                    |  | 2004  |         | 2005
|Roberto Angelini(1) |  | U.S.$ | 180,603 |      | U.S.$ | 201,097
|José Tomás Guzmán   |  |       | 144,931 |      |       | 114,475
|Carlos Croxatto     |  |       | 66,114  |      |       | 78,220 
|Alejandro Pérez(2)  |  |       | 61,802  |      |       | 38,041 
|Manuel Bezanilla    |  |       | 40,444  |      |       | 58,649 
|Anacleto Angelini   |  |       | 20,222  |      |       | 22,658 
|Jorge Andueza       |  |       | 20,222  |      |       | 22,658 
|Jorge Bunster       |  |       | 20,222  |      |       | 22,658 
|Alberto Etchegaray  |  |       | 20,222  |      |       | 67,973 
|Felipe Lamarca      |  |       | 20,222  |      |       | 5,383  
|Juan Cambiaso       |  |       | 22,044  |      |       | 18,000 
|Antonio Luque       |  |       | 15,909  |      |       | 17,610 
|Matías Domeyko      |  |       | 15,881  |      |       | 54,752 
|René Katz           |  |       | 8,362   |      |       | 8,164  
|Manfred Mayer       |  |       | 8,362   |      |       | 8,164  
|Jorge Garnham       |  |       | 7,546   |      |       | 13,906 
|Eduardo Zañartu     |  |       | 7,546   |      |       | 9,447  
|Alvaro Saavedra     |  |       | 15,915  |      |       | 17,610 
|Franco Bozzalla     |  |       | 7,546   |      |       | 22,780 
|Cristián Infante    |  |       |        |      |       | 13,333 
|Charles Kimber      |  |       | 6,223   |      |       | 13,126 
|Timothy C. Purcell  |  |       |        |      |       | 15,482 
|                    |  |       |         |      |       |        
|Total compensation  |  | U.S.$ | 710,338 |      | U.S.$ | 844,186
|                    |  |       |         |      |       |        

---

|(1) | Includes all compensation paid to Mr. Angelini.
|--- | -----------------------------------------------



|(2) | Alejandro Pérez resigned as our President and Chief Executive Officer on June 8,
2005.
|--- | --------------------------------------------------------------------------------------



55



---

##### Table of Contents

Employees

The following table provides a breakdown of our employees by main category of activity as of the end of each year in the three-year period ended December 31, 2005.



|                           |  |                    |  |       |  |      
|-------------------------- |  | ------------------ |  | ----- |  | -----
|                           |  | As of December 31,
|                           |  | 2003               |  | 2004  |  | 2005 
|Pulp mill employees        |  | 1,545              |  | 1,739 |  | 1,812
|Other industrial employees |  | 1,676              |  | 2,172 |  | 3,432
|Forestry employees         |  | 438                |  | 478   |  | 527  
|Administrative employees   |  | 325                |  | 339   |  | 414  
|                           |  |                    |  |       |  |      
|Total(1)                   |  | 3,984              |  | 4,728 |  | 6,185

---

|(1) | In March 2005, we acquired Brazilian subsidiaries, which employ more than 530 people.
|--- | -------------------------------------------------------------------------------------

In addition, as of December 31, 2005, we had contracts with approximately 917 contractors, who employed approximately
30,735 employees. Contractors that are not affiliated with us or with each other operate our 12 sawmills and 5 remanufacturing facilities in Chile. The 12 independent contractors that operate our Chilean sawmills employed 3,807 employees at
December 31, 2005 and the 5 independent contractors that operate our Chilean remanufacturing facilities employed 2,299 employees at December 31, 2005.

Under current Chilean labor legislation, we are secondarily liable for the payment of labor and the social security obligations owed to employees of our contractors. The Chilean legislature is currently considering
proposed legislation that, if signed into law, would enable an employee of a contractor to bring a claim relating to these obligations against both the contractor and the party hiring such contractor, although the contractor would remain primarily
liable for such obligations.

Approximately 15.9% of our employees were unionized at December 31, 2005, as compared to 18.6% at
December 31, 2004. We negotiate collective bargaining agreements of two or three years duration with unionized employees.

Our
Chilean operations have not experienced any strikes in the last five years and we consider our relations with our employees to be good. In June 2002, we experienced a one-day strike at the Puerto Esperanza Mill in Argentina. That strike did not
materially affect mill operations, and management considers relations with our employees in Argentina to be satisfactory. During the last five years, there have been no strikes at our recently acquired Brazilian subsidiaries.

SHARE OWNERSHIP

Our director,
Anacleto Angelini, owns 21.3% of Inversiones Angelini y Compañía Limitada, or Inversiones Angelini, which is the principal shareholder of AntarChile. He directly owns 0.9% of AntarChile. Through his direct and indirect interests in
Inversiones Angelini, AntarChile and Empresas Copec, Anacleto Angelini beneficially owns 8.1% of our shares.



56



---

##### Table of Contents

Our Second Vice-Chairman, Roberto Angelini, owns 12.2% of Inversiones Angelini. He directly owns 0.2% of
AntarChile. Through his direct and indirect interests in Inversiones Angelini, AntarChile and Empresas Copec, Roberto Angelini beneficially owns 4.5% of our shares.

Our First Vice-Chairman, José Tomás Guzmán, owns 1.9% of Inversiones Angelini. Directly and indirectly through Agroforestal e Inversiones Maihue S.A., he owns 2.9% of AntarChile and 0.1% of
Empresas Copec. Through his interests in Inversiones Angelini, AntarChile and Empresas Copec, José Tomás Guzmán beneficially owns 2.5% of our shares.

None of our other directors or executive officers beneficially owns 1% or more of our shares.



|Item 7. | Major Shareholders and Related Party Transactions
|------- | -------------------------------------------------

MAJOR SHAREHOLDERS

Our only outstanding voting securities are shares of common stock of a single series, without nominal
(par) value. The following table sets forth certain information concerning ownership of our common stock, as of June 22, 2006, with respect to each shareholder known by us to own more than 5% of the outstanding shares of our common stock and
all of our directors and executive officers, as a group.



|                                                            |  |                       |  |                     |  
|----------------------------------------------------------- |  | --------------------- |  | ------------------- | -
|                                                            |  | Number of SharesOwned |  | PercentageOwnership |  
|Empresas Copec                                              |  | 113,127,452           |  | 99.98               | %
|Directors and executive officers of the Company, as a group |  |                      |  |                    |  

Through its ownership of our Common Stock, Empresas Copec currently has voting control over us.

Empresas Copec is a Chilean public company listed on the Santiago Stock Exchange, the Valparaíso Stock Exchange and the Chilean
Electronic Stock Exchange. It is a holding company, the principal interests of which are in Arauco, gasoline distribution, retailing, electricity, gas distribution and fishing. Before October 1, 2003, Empresas Copecs legal name was
Compañía de Petróleos de Chile S.A. As of that date, Compañía de Petróleos de Chile S.A. transferred all its gasoline- and fuel-related business assets to a new subsidiary, Compañía de
Petróleos de Chile COPEC S.A., which we call COPEC, and changed its legal name to Empresas Copec S.A. At December 31, 2004, AntarChile owned 60.1% of Empresas Copec. In May 2005, AntarChile purchased 3.1 million shares of COPEC,
increasing its ownership to 60.4% of Empresas Copec. At December 31, 2005, AntarChile owned 60.7% of Empresas Copec.

Through its
ownership in Empresas Copec, AntarChile beneficially owned 60.7% of our shares at December 31, 2005. As of May 31, 2006, AntarChile beneficially owns 60.8% of our shares.

In turn, at May 31, 2006, the Angelini Group beneficially owned 70.6% of AntarChile. The Angelini Group is a group of investors headed by Anacleto
Angelini, one of our directors. Through its ownership of AntarChile, the Angelini Group beneficially owned 60.8% of our shares at June 22, 2006.

RELATED PARTY TRANSACTIONS

We engage in a variety of transactions in the ordinary course of
business with affiliates. Article 89 of the Chilean Companies Act requires that our transactions with related parties be on a market basis or on terms similar to those customarily prevailing in the market. Directors and managers of companies that
violate Article 89 are liable for losses and damages resulting from such violation.

In addition, Article 44 of the Chilean Companies Act
provides that any transaction in which a director has a personal interest or is acting on behalf of a third party that has an interest in the transaction may be approved only



57



---

##### Table of Contents

when the board of directors has been informed of and has approved the transaction and when the terms of the transaction are similar to those prevailing in
the market.

When the transaction involves material amounts, the board of directors must determine whether the terms of such transaction
are similar to those prevailing in the market. If the board decides that it is not possible to determine whether the terms of the transaction are similar to those prevailing in the market, the board, with the abstention of the interested director,
may approve or reject the transaction or designate two independent appraisers. Any transaction involving material amounts must be reported to the Chilean Securities Commission (Superintendencia de Valores y Seguros). Moreover, resolutions
approving such transactions must be reported to our shareholders at the next annual shareholders meeting.

Article 44 presumes that a
director has a personal interest in a transaction when



| |  |  | the director, his or her spouse, certain relatives, a company in which such director is also a director or in which such director has a minimum direct or indirect ownership interest
of at least 10% are involved in the transaction,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | or the companies in which any of the above mentioned persons is a director, a direct or indirect owner of 10% or more of our paid in capital are involved in the transaction; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the persons for whom such director acts as a representative are involved in the transaction.
| | - |  | --------------------------------------------------------------------------------------------

Violation of Article 44 may result in administrative or criminal sanctions and civil liability to shareholders or third parties who suffer losses as a result of such violation, but it does not affect the validity of
the transaction. We believe that we have complied with the requirements of Article 89 and Article 44 in all transactions with related parties.

Our transactions with affiliates include the following:



| |  |  | We purchase goods and services that may also be provided by other suppliers. Among the most significant are our fuel purchases from COPEC, a subsidiary of Empresas Copec, our
majority shareholder;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We obtain insurance for all of our Chilean forest holdings, production plants, facilities and equipment from Cruz del Sur, a Chilean insurance company which was controlled by the
Angelini Group until November 2005 (See Item 7. Major Shareholders and Related Party TransactionsRelated Party Transactions); and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We obtain legal services from Portaluppi, Guzmán y Bezanilla, a law firm of which two of our directors, José Tomás Guzmán and Manuel Bezanilla, are
partners.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Financial information concerning transactions with affiliates is included in Note 11 to our audited consolidated
financial statements.

On June 21, 2001, we irrevocably and unconditionally guaranteed as primary obligor the issuance of
U.S.$250,000,000 of floating rate trust notes due 2006, or the APSA Notes, by a trustee acting on behalf of Alto Paraná. Our guaranty is in favor of the holders of the notes and The Chase Manhattan Bank, as trustee. The APSA Notes had a
stated maturity of June 13, 2006. On January 22, 2004, Alto Paraná completed a restructuring of the APSA Notes. The terms of the notes and the guaranty were amended as follows:



| |  |  | the stated maturity was extended to December 12, 2008;
| | - |  | ------------------------------------------------------



| |  |  | the interest rate was fixed at LIBOR plus 6.5%; and
| | - |  | ---------------------------------------------------



58



---

##### Table of Contents

| |  |  | the irrevocable and unconditional guaranty we granted in 2001 was terminated and, through an offshore custodial vehicle, we provided the holders of the restructured APSA notes a new
full, irrevocable and unconditional guaranty of the notes, as primary obligor in the event of any failure by Alto Paraná to meet the obligations related to the notes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 8. | Financial Information
|------- | ---------------------

See Item 18Financial
Statements.

EXPORT SALES

Export sales constituted approximately 78.2% of our sales revenue for the year ended December 31, 2005. Our total export sales revenue for 2005 was U.S.$1,857 million. Our principal overseas markets are North America, Asia and Western
Europe. See Item 4. Information on the CompanyDescription of BusinessDomestic and Export Sales.

LEGAL
PROCEEDINGS

We have been and continue to be subject to environmental proceedings related to allegations by the Chilean environmental
regulators and private parties. We are subject to certain other legal proceedings arising from the ordinary course of our business. See Note 12 to our audited consolidated financial statements.

Since the end of 2004, various criminal proceedings relating to alleged violations of several environmental laws have been instituted in Chile in which
some of our mills may be involved. We cannot predict the outcome or impact of these proceedings or when they may be resolved. While we are not a defendant in any of these proceedings and Chilean law provides that only individuals can be convicted in
criminal actions, as a consequence of these proceedings, certain measures may be taken that could materially and adversely affect our business or operations. See Item 8. Financial InformationLegal Proceedings. See Item
3. Key InformationRisk FactorsRisks Relating to Arauco and the Forestry IndustryWe are subject to legal proceedings related to our mills, which could adversely affect our business, financial condition and results of
operations.

Valdivia Mill

On
January 18, 2005, the COREMA for the Tenth Region of Chile initiated an administrative proceeding against the Valdivia Mill, claiming that there were several differences between the project as approved by CONAMA in 1998 and the constructed
mill. In connection with this proceeding and based on recent legislation, Administrative Proceedings Law No. 19,880, the COREMA for the Tenth Region of Chile ordered suspension of production at the Valdivia Mill as an interim preventive
measure. To achieve prompt resolution of the matter, we accepted, among other things, an annual production capacity of 550,000 tons, including daily maximum requirements, and agreed to be reviewed under the Environmental Impact Evaluation System
before increasing production capacity beyond that limit. As a result, the COREMA for the Tenth Region of Chile lifted its suspension order on February 17, 2005, and we recommenced operations at the Valdivia Mill promptly thereafter. On
March 18, 2005, the COREMA for the Tenth Region of Chile terminated the administrative proceeding against us and imposed a fine of approximately U.S.$77,000. We have determined that the suspension of operations at the Valdivia Mill resulted in
a loss of sales of approximately U.S.$1,000,000 per day and a loss of profit of approximately U.S.$250,000 per day.

On January 17,
2005, in a separate judicial claim before the Court of Appeals of Valdivia, a group of private citizens and local organizations requested suspension of production at the Valdivia Mill until the differences between the approved design and the
executed project were resolved under the Environmental Impact Evaluation System. On April 18, 2005, the Valdivia Court of Appeals issued a decision ordering us to again cease operations at the Valdivia Mill and to resolve the differences
between the Valdivia Mills design and the project as completed. We appealed the decision, and on May 30, 2005, the Supreme Court reversed the decision of the Valdivia Court of Appeals.



59



---

##### Table of Contents

The COREMA for the Tenth Region of Chile evaluated claims against the Valdivia Mill regarding the
migration and death of black-neck swans, whose habitat in the nearby Carlos Anwandter Nature Sanctuary is downstream from the mill on the Cruces River. There have been allegations of a causal connection between the migration and death of black-neck
swans and the operations at the mill, and in a study dated April 18, 2005, researchers at the Austral University in Valdivia concluded that wastewater discharges from the mill had significantly altered the quality of the Cruces River,
contributing to the death and migration of a large population of the black-necked swans.

While we disagree with the conclusions of this
study, the National Defense Council (Consejo de Defensa del Estado), the Chilean national agency that institutes legal proceedings on behalf of the Chilean government, has instituted a reparation action for environmental damage
(acción de reparación por daño ambiental) seeking reparations, damages and indemnification from us for environmental harm allegedly caused by the Valdivia Mill. We cannot predict the outcome or impact of this lawsuit or
when it may be resolved. See Item 3. Key InformationRisk FactorsRisks Relating to Arauco and the Forestry IndustryWe are subject to legal proceedings related to our mills, which could adversely affect our business,
financial condition and results of operations and Item 8. Financial InformationLegal Proceedings and Recent Developments.

On June 8, 2005, we voluntarily suspended operations at the Valdivia Mill which we estimate resulted in a loss of sales of approximately U.S.$1.0 million per day and a loss of profits of approximately
U.S.$250,000 per day. Pursuant to the decision of our board of directors based on certain clarifications provided by the COREMA of the Tenth Region of Chile, the mill resumed operations on August 12, 2005 at a reduced annual production of
440,000 metric tons or 80% of its authorized production capacity, after 64 days of suspended operations. In order to achieve the full production capacity authorized by applicable permits (equal to 550,000 metric tons of wood pulp per year), the pulp
mill would have to comply with certain new requirements established by the COREMA of the Tenth Region of Chile including modifications to the effluents parameters (including, among others, aluminum, sulfate, nitrogen and chlorate). In March
2006, Knight Piesold, an independent environmental auditing firm appointed by the COREMA of the Tenth Region of Chile, officially determined that the Valdivia Mill had complied with the applicable requirements. As a result, we are currently taking
steps to resume full production capacity. The suspension of operations at the Valdivia Mill adversely affected our business, financial condition and results of operations. Any future suspension of operations at Valdivia or at any other of our
operating plants can be expected to have similar adverse effects. We offer no assurance that the Valdivia Mill will be able to operate without further interruption or that it will resume operations at full capacity notwithstanding our compliance
with the new requirements imposed by the COREMA are fulfilled. See Item 4. Information on the CompanyDescription of BusinessPulpPulp millsChileValdivia Mill.

Nueva Aldea

In January 2001, we obtained
environmental approval for the Nueva Aldea Project that included the construction of a pulp mill with annual production capacity of 550,000 metric tons. After obtaining approval, we determined that we could increase the annual production capacity of
the mill to 856,000 tons without an additional environmental impact study. The COREMA for the Eighth Region of Chile determined that it was necessary to formally review the difference in capacity before we proceeded with construction, and in August
2004, we submitted a new environmental impact study that considered the higher capacity. In September 2004, while this new study was under consideration, we began construction of the pulp mill according to the parameters approved in 2001. The COREMA
for the Eighth Region of Chile disagreed with our decision and, on January 12, 2005, initiated an administrative proceeding and ordered suspension of construction of the mill until the new environmental impact study was reviewed and approved.

On March 10, 2005, the COREMA for the Eighth Region of Chile unanimously approved the new study and expressly authorized construction
of the mill with installed annual capacity of 856,000 metric tons. We promptly resumed the construction of the pulp mill. The COREMA for the Eighth Region of Chiles new approval requires that, in the future, we submit a new environmental
impact study of the discharge of wastewater through a pipeline into the sea. On February 20, 2006, the COREMA of the Eighth Region of Chile approved this new environmental impact study. See note 12 to our audited consolidated financial
statements as of December 31, 2005.



60



---

##### Table of Contents

DIVIDEND POLICY

Chilean law currently requires that, unless otherwise decided by the unanimous vote of our issued and subscribed shares eligible to vote, public corporations distribute a cash dividend in an amount equal to at least
30% of the corporations consolidated net income for each year on the basis of Chilean GAAP, unless and except to the extent the corporation has unabsorbed losses from prior years. In April 2002, our shareholders approved the current dividend
policy, setting the cash dividend at 40% of our consolidated net income for each year, on a Chilean GAAP basis.

In accordance with a
resolution adopted by our board of directors on November 22, 2005, we approved an interim dividend for 2005, which was distributed on December 14, 2005. On April 26, 2006, our shareholders approved a final dividend for 2005, which was
distributed on May 10, 2006. In the aggregate, dividends distributed equaled 40% of our consolidated net income for 2005, on a Chilean GAAP basis.

Although the board of directors has no current plans to recommend changes in our dividend policy, the policy has been changed in the past and no assurance can be given that the policy will not be changed in the
future, due to changes in Chilean law, capital requirements, operating results or other factors.

RECENT DEVELOPMENTS



|Item 9. | The Offer and Listing
|------- | ---------------------

Neither our stock nor our
securities are listed on any stock exchange or other regulated market.

Trading in our securities takes place primarily in the
over-the-counter market. Accordingly, we are unable to obtain reliable information on such trading.



|Item 10. | Additional Information
|-------- | ----------------------

ARTICLES OF
INCORPORATION AND BY-LAWS

Organization and Registration

We are a public corporation (sociedad anónima abierta) organized in Chile under the laws of Chile and registered on August 18, 1971, by resolution 300-S of the Chilean Securities Commission and
recorded in the Santiago Commercial Register of 1971 on page 6433 under entry number 2994 and on page 6431 under entry number 2993. Notice was published in the Official Gazette on September 4, 1971.

Objects and Purposes

Our purpose, as stated in our
estatutos, or by-laws, includes the manufacture of forestry products, the management of forestry lands and other activities that are incidental to the forestry industry.

Capital

In 2002, our by-laws were amended such that our capital is denominated in U.S. dollars. In
2002, we and two of our subsidiaries, Aserraderos Arauco and Paneles Arauco, received authorization from the Chilean Internal Tax Service to prepare our audited consolidated financial statements in U.S. dollars, beginning January 1, 2002. In
January 1, 2003, our subsidiaries Forestal Arauco, Bosques Arauco, Forestal Valdivia, Forestal Celco and Cholguán obtained the same permission from the Chilean Internal Tax Service.



61



---

##### Table of Contents

Directors

Pursuant to our by-laws, our board of directors is composed of nine members elected by a general meeting of our shareholders. Our directors are not required to be shareholders. Our by-laws state that the amount of compensation to be
received by the directors for their directorial services shall be fixed by the general shareholders meeting. Directors may be compensated for any non-directorial services rendered to us at levels of compensation comparable with compensation
commonly paid for these services, compensation which is compatible with the directors compensation fixed by the general shareholders meeting. The by-laws also state that our board of directors has all of the authorities of administration
and disposal that Chilean law or the by-laws do not confer upon the general shareholders meeting. The board of directors has the right to act on our behalf without the need for a special power of attorney, even in cases where a power of
attorney is required by law. In particular, the by-laws provide that the board of directors is empowered to encumber our assets, real and personal property with mortgages, easements or pledges regardless of the value of such property or the amount
of the respective encumbrances and to borrow money paying interest, with or without a guaranty for the loan.

Our by-laws provide that we
may enter into acts or contracts in which one or more directors are interested only if the interested directors interest is made known to the board, the acts or contracts are approved by the board and the terms of the act or contract conform
to those prevailing in the market. In addition, board resolutions approving interested director transactions must be reported by the chair of the meeting at the first general shareholders meeting following the approval of the interested
director transaction.

See Item 6. Directors, Senior Management and Employees for further information about our board of
directors.

Shareholders

Our share
capital consists of ordinary shares of no par value issued in registered form. Record holders of shares are registered in our share register. Any transfer of shares must be noted in our share register.

Voting Rights

Each share of our stock
entitles the holder to one vote at any meeting of shareholders. Resolutions may be taken upon a vote of an absolute majority of the voting shares present or represented. Any resolution relating to amendments to our by-laws must be approved by an
absolute majority of the voting shares issued. Resolutions with regard to the following matters require the affirmative vote of two-thirds of the voting shares issued:



| |  |  | transformation, including division or merger with another company;
| | - |  | ------------------------------------------------------------------



| |  |  | advanced dissolution;
| | - |  | ---------------------



| |  |  | change of corporate domicile;
| | - |  | -----------------------------



| |  |  | reduction in our equity capital;
| | - |  | --------------------------------



| |  |  | approval and appraisal of non-cash capital contributions;
| | - |  | ---------------------------------------------------------



| |  |  | reduction in the number of members of the board of directors;
| | - |  | -------------------------------------------------------------



| |  |  | disposal of our assets and liabilities or all of our assets; and
| | - |  | ----------------------------------------------------------------



| |  |  | changes to the way in which corporate benefits will be distributed.
| | - |  | -------------------------------------------------------------------

According to our by-laws, holders of our shares also have the right to vote at the general shareholders meeting for the election of directors. Shareholders or their representatives may accumulate their votes in
favor of one candidate or distribute them among various candidates. A vote on the election of directors may be omitted if an



62



---

##### Table of Contents

election is proposed by acclamation and none of the shareholders present or represented opposes the motion. The board of directors may also be dismissed by a
regular or special general shareholders meeting, though the shareholders may only vote to dismiss the board as a whole.

Changes to
Shareholders Rights

To change the rights of holders of our shares or create a new series of our shares, we must amend our
by-laws. In addition, under Chilean law, any public company wishing to issue a new class of shares must register the new class of shares with the Chilean Securities Commission. Any reduction in the number of our shares also requires a two-thirds
majority vote of all holders of our shares under Chilean law. Chilean law also requires that public corporations distribute a cash dividend in an amount equal to at least 30% of the corporations consolidated net income for each year (on a
Chilean GAAP basis), unless otherwise decided by a unanimous vote of the corporations issued and subscribed shares eligible to vote. Any changes to the corporations dividend policy must be approved by a two-thirds majority of all holders
of the corporations shares.

Shareholders Meetings

Our by-laws provide that the board of directors shall call general shareholders meetings. Notice of general shareholders meetings must be made by a prominent notice published at least three times, on
different days, in the newspaper of one of our corporate domiciles, as determined by a general shareholders meeting, or in the absence of a determination, in the Official Gazette.

A shareholder must be registered in our share register five business days before the meeting date to be entitled to participate and vote at any
shareholders meeting. In addition, other persons may represent shareholders at general meetings. Powers of attorney must be given in writing and must be granted with respect to all of the shares the shareholder is entitled to vote as of the
date five days before the general shareholders meeting.

General shareholders meetings may be regular or special meetings.
Regular shareholders meetings are held once a year within the first four months of the year. Among other things, the regular general shareholders meeting appoints independent external auditors to examine our accounts, inventory, balance
sheet and other financial results. The by-laws provide that the following matters are to be considered at regular shareholders meetings:



| |  |  | the review of our results of operations and external auditors reports and the approval or rejection of our annual report, our balance sheet and financial statements;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the distribution of profits of each financial period and the distribution of our dividends;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | the election or dismissal of the members of the board of directors; and
| | - |  | -----------------------------------------------------------------------



| |  |  | any matter of corporate interest that is not transacted at a special general shareholders meeting.
| | - |  | ---------------------------------------------------------------------------------------------------

Special shareholders meetings may be held at any time required by corporate needs to consider any matter that the law or our by-laws require to be
considered at a general shareholders meeting. Our by-laws require the meeting notice to disclose any matters to be discussed at a special shareholders meeting. According to the by-laws, the following matters must be considered at special
shareholders meetings:



| |  |  | dissolution;
| | - |  | ------------



| |  |  | transformation, merger or division and the amendment of our by-laws;
| | - |  | --------------------------------------------------------------------



| |  |  | the issue of bonds or debentures convertible into shares;
| | - |  | ---------------------------------------------------------



| |  |  | the disposal of our fixed assets and liabilities or of all of our assets; and
| | - |  | -----------------------------------------------------------------------------



63



---

##### Table of Contents

| |  |  | the grant of real or personal guarantees to secure obligations of third parties, unless they are subsidiaries, in which case the approval of the board of directors will be
sufficient.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any other matters within the competence of general shareholders meetings may be considered at special shareholders
meetings.

Any act of a general shareholders meeting relating to our dissolution, transformation, merger or division, the amendment
of our by-laws, any disposal of our fixed assets and liabilities or all of our assets or the issue of bonds convertible into shares or convertible debentures must be held before a notary public, who must certify that the minutes of such meeting are
the true expression of what occurred and was resolved at the meeting.

Allocation of Net Income and Distribution of Dividends

Our by-laws provide that the shareholders at a general shareholders meeting shall determine the annual distribution of our net profits for each
financial period, within the limitations prescribed by law. The shareholders shall also set the date on which any distribution shall be paid, within the time limits prescribed by law. Chilean law prescribes that distributions shall be paid within 30
days of the general shareholders meeting at which such distribution was determined.

In accordance with Chilean law, in the event of
liquidation, capital can be distributed to the shareholders only after the rights of the creditors have been secured or debts owed to creditors have been paid. Our by-laws provide that a general shareholders meeting will appoint one or more
liquidators to carry out the liquidation and to call shareholders meetings, as required under Chilean law.

Regulation of and Restrictions on
Foreign Investors

There are no limitations on the rights to hold securities, including rights of non-resident or foreign shareholders
to hold or exercise voting rights on securities.

Disclosure of Shareholder Ownership

We register certain information about our shareholders in our shareholder registry. We are required to disclose this information to the Chilean Securities
Commission on a quarterly basis.

Rights of Shareholders

Our by-laws provide that, in the case of a dispute between shareholders or between shareholders and management, the parties will submit their dispute to a mixed arbitrator, who may determine the procedural rules to be
used in the arbitration but must issue a final judgment in accordance with Chilean law. Subject to limited exceptions, the arbitrators judgment shall not be subject to appeal. The parties shall appoint the arbitrator by mutual agreement and if
no agreement is reached, an arbitrator will be appointed by the civil court system from among present and former associate justices of the Supreme Court of Justice of Chile.

EXCHANGE CONTROLS

The Central Bank is responsible for, among other things,
monetary policies and exchange controls in Chile. Prior to 1989, Chilean law permitted the purchase and sale of foreign exchange only in cases explicitly authorized by the Central Bank. Law No. 18,840, the Organic Law of the Central Bank of
Chile (Ley Orgánica Constitucional del Banco Central de Chile), or the Central Bank Act, enacted in 1989, liberalized the rules that govern the ability to buy and sell foreign exchange.

The Central Bank Act empowers the Central Bank to determine which types of foreign exchange operations must be carried out in the Formal Exchange Market
rather than the Informal Exchange Market (Mercado Cambiario Informal).The Central Bank has ruled that certain foreign exchange transactions, including those attendant to foreign investments and bond issuances, may be effected
only in the Formal Exchange Market. The Central Bank



64



---

##### Table of Contents

may also impose restrictions on foreign exchange operations that are conducted or are required to be conducted in the Formal Exchange Market. These
restrictions may include the requirement of prior authorization from the Central Bank, the imposition of reserve requirements and the limitation of foreign exchange operations that may be conducted by the entities that participate in the Formal
Exchange Market.

The Formal Exchange Market consists of banks and other entities authorized by the Central Bank to participate in such
Formal Exchange Market. On April 16, 2001, the Central Bank agreed that, effective April 19, 2001, the prior foreign exchange restrictions would be eliminated and a new Compendium of Foreign Exchange Regulations (Compendio de Normas de
Cambios Internacionales) would be applied.

The main objective of this change is to facilitate capital movements from and into Chile
and to encourage foreign investment.

The following specific restrictions were eliminated:



| |  |  | a reserve requirement with the Central Bank for a period of one year;
| | - |  | ---------------------------------------------------------------------



| |  |  | the requirement for prior approval by the Central Bank for certain operations, such as repatriation of investments and payments to foreign creditors;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the mandatory return of foreign currencies to Chile; and
| | - |  | --------------------------------------------------------



| |  |  | the mandatory conversion of foreign currencies into Chilean pesos.
| | - |  | ------------------------------------------------------------------

Under the amended regulations, only the following limitations are applicable to these operations:



| |  |  | the Central Bank must be provided with information related to certain operations, such as foreign investments and foreign credits; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | certain operations,such as money transfers to and from Chile, must be conducted within the Formal Exchange Market.
| | - |  | ------------------------------------------------------------------------------------------------------------------

Bonds Denominated in Currencies other than Chilean Pesos

Before April 19, 2001, any international issue of bonds was subject to approval by the Central Bank after submission of an application to the Central Bank through a bank or other participant in the Formal Exchange Market. Absent the
Central Banks authorization, issuers were unable to offer bonds outside of Chile. On April 19, 2001, the Central Bank issued new foreign exchange regulations, effective as of March 1, 2002, that were included in the new
Chapters VIII and XIV of the Compendium, applicable to bond issues made either from Chile or through an agency abroad. It must be noted however, that all debt issues made before the new regulations remain subject to the regulations existing at
the time of their issue.

Debt securities issued directly by us

In accordance with regulations issued by the Central Bank, which were included in the new Chapter XIV of the Compendium, effective March 1, 2002, as amended, any international issue of bonds in an aggregate
amount exceeding U.S.$10,000 must be registered and dated by the Central Bank or by a bank or other entity authorized by the Central Bank to participate in the Formal Exchange Market before the proceeds from the issuance can be remitted to Chile and
received by the issuer or simultaneously with the remittance into Chile of such proceeds. The issuer must submit forms regarding the offering to the registering entity or directly to the Central Bank, along with a letter of instructions indicating
whether it prefers to receive the proceeds in Chilean pesos or in a foreign currency. If presented through a Formal Exchange Market entity, such entity must, in turn, verify that the forms submitted by the issuer are in accordance with the
documentation relating to the issue and inform the Central Bank of the operation no later than 11:00 a.m. on the banking business day following the date on which the proceeds of the issue are transferred to the issuer.



65



---

##### Table of Contents

If the issuer opts to receive the proceeds of the issue outside of Chile, it must report this to the
Central Bank directly or through a Formal Exchange Market entity within ten days of the date of receipt of proceeds.

Chapter XIV of
the Compendium also states that proceeds from the issue, as well as payment of capital and interest relating to the issue, must be received and sent from and through the Formal Exchange Market, but purchases of U.S. dollars in connection with
payments on debt securities issued directly by us can be made either in the Formal or in the Informal Exchange Market. There can be no assurance, however, that we will be able to purchase U.S. dollars in the Informal Exchange Market or in the Formal
Exchange Market at the time or in the amounts required to pay debt service related to any such debt securities. There can also be no assurance that further Central Bank regulations or legislative changes to the current foreign exchange control
regime in Chile would not restrict or prevent our purchase of U.S. dollars to make payments under our securities.

In the case of debt
securities issued directly by us before the effectiveness of the new regulations, the registration of the debt securities with the Central Bank grants us access to the Formal Exchange Market for the purchase of U.S. dollars necessary to make
payments in respect of those securities but requires that payments on such debt securities shall be made only with U.S. dollars purchased in the Formal Exchange Market.

The regulations of Chapter XIV of the Compendium do not make any reference to the one-year mandatory deposit in the Central Bank that was previously required by Chapter XIV. However, the Central Bank is
authorized, under the Central Bank Act, to impose such a requirement.

Debt securities issued through our Panamanian agency

In December 1996, we established a registered agency in Panama. We may from time to time issue debt securities directly or through our Panamanian agency
depending on, among other factors, whether or not we expect to bring the proceeds thereof into Chile. In such cases, the proceeds of such issuance of the notes may be brought into Chile or held abroad. In either case, however, in accordance with
Chapter VIII of the Compendium, we must inform the Central Bank of the issuance of international bonds through our Panamanian agency within 10 days following the disbursement of funds to the agency, and provide the schedule of payments of the notes.

Purchases of U.S. dollars in connection with payments on debt securities issued through our Panamanian agency, whether before or after
April 19, 2001, can be made either in the Formal Exchange Market or in the Informal Exchange Market. Although we would need to inform the Central Bank of the issuance of debt securities through our Panamanian agency, such communication to the
Central Bank would not give us access to the Formal Exchange Market for the purchase of U.S. dollars necessary to make payments in respect of those debt securities.

There can be no assurance that we will be able to purchase U.S. dollars in the Informal Exchange Market or in the Formal Exchange Market at the time or in the amounts required to pay debt service related to any such
debt securities. There can also be no assurance that further Central Bank regulations or legislative changes to the current foreign exchange control regime in Chile and will not restrict or prevent our purchase of U.S. dollars to make payments under
our securities from Chile.

TAXATION

General

The following summary contains a description of the principal Chilean and United States federal income tax
consequences of the purchase, ownership and disposition of our securities, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our securities. This summary does not
describe any tax consequences arising under the laws of any state, locality or taxing jurisdiction other than the United States and Chile.

This summary is based on the tax laws of Chile and the United States as in effect on the date of this Form 20-F, as well as regulations, rulings and decisions of Chile and the United States available on or before such date



66



---

##### Table of Contents

and now in effect. All of the foregoing is subject to change, and any changes could apply retroactively and could affect the continued validity of this
summary.

Prospective purchasers of our securities should consult their own tax advisors as to the Chilean, United States or other tax
consequences of the purchase, ownership and disposition of our securities, including, in particular, the application to their particular situations of the tax considerations discussed below, as well as the application of state, local, foreign or
other tax laws.

Currently, there is no tax treaty between the United States and Chile.

Chilean Taxation

The following is a general summary
of the principal consequences under Chilean tax law, as currently in effect, of an investment in our securities made by a foreign holder. Foreign holder means either:



| |  |  | in the case of an individual, a person who neither is a resident nor is domiciled in Chile (for purposes of Chilean taxation, an individual holder is resident or domiciled in Chile
if the individual has resided or has been domiciled in Chile for more than six months in one calendar year or a total of more than six months in two consecutive fiscal years); or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in the case of a legal entity, a legal entity that is not organized under the laws of Chile, unless our securities are assigned to a branch or a permanent establishment of the
entity in Chile.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Under Chiles income tax law, our payments of interest made from Chile in respect of our securities to
a Foreign Holder will generally be subject to a Chilean withholding tax assessed at a rate of 4.0% (the Chilean Interest Withholding Tax).

We have agreed, subject to specific exceptions and limitations, to pay to the foreign holders of Notes additional amounts in respect of the Chilean Interest Withholding Tax in order that the interest the foreign
holder receives, net of the Chilean Interest Withholding Tax, equals the amount which would have been received by the foreign holder in the absence of withholding. If we pay additional amounts in respect of the Chilean Interest Withholding Tax, any
refunds of the additional amounts will be for our account. In the event of certain changes in Chilean tax laws requiring us to pay additional amounts in excess of the additional amounts that would be payable were payments of interest on our
securities subject to the Chilean Interest Withholding Tax at a 4.0% rate, we have the right to redeem our securities.

Under existing
Chilean law and regulations, a foreign holder will not be subject to any Chilean taxes in respect of payments of principal that we make with respect to our securities. Our payments with respect to our securities of amounts not considered principal
or interest may be subject to a Chilean withholding tax of up to 35%.

The Chilean Income Tax Law provides that a foreign holder is subject
to income tax on his Chilean source income. For this purpose, Chilean source income means earnings from activities performed in Chile or from a sale, disposition or other transaction in connection with assets or goods located in Chile. Therefore,
any capital gains realized on the sale or other disposition by a Foreign Holder of our securities generally will not be subject to any Chilean taxes provided that such sale or other disposition occurs outside Chile.

A foreign holder will not be liable for estate, gift, inheritance or similar taxes with respect to its holdings unless the securities held by a foreign
holder:



| |  |  | are located in Chile at the time of such Foreign Holders death or at the time the transfer takes place, or
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | were purchased or acquired with monies obtained from Chilean sources.
| | - |  | ---------------------------------------------------------------------

A foreign holder will not be liable for Chilean stamp, registration or similar taxes.



67



---

##### Table of Contents

The issue of our securities directly by us was subject to stamp tax, which we paid. The issue of our
securities through our Panamanian agency was not subject to stamp tax.

United States Taxation

This summary of certain United States federal income tax considerations deals principally with United States Holders that acquire our securities as part
of the initial offering of our securities and will hold our securities as capital assets and whose functional currency is the United States dollar. It does not purport to be a comprehensive description of all of the tax considerations that may be
relevant to a particular investors decision to purchase our securities and generally does not address the tax treatment of United States Holders that may be subject to special tax rules, such as banks, financial institutions, tax-exempt
entities, regulated investment companies, real estate investment trusts, insurance companies, dealers in securities or currencies, traders in securities electing to mark to market, certain short-term holders of our securities, persons that will hold
our securities as a position in a straddle or conversion transaction, or as part of a synthetic security or other integrated financial transaction, persons that own (or are deemed to own for United States tax purposes) 10% or
more of our voting stock or persons that are not United States Holders. United States Holders should be aware that the U.S. federal income tax consequences of holding our securities may be materially different for investors described in the previous
sentence, including as a result of certain laws applicable to investors with short holding periods or that engage in hedging transactions.

As used under this section United States Taxation, the term United States Holder means a beneficial owner of a Note that is a citizen or resident of the United States or a United States domestic corporation or that
otherwise is subject to United States federal income taxation on a net income basis in respect of our securities.

Taxation of Interest and
Additional Amounts

A United States Holder will treat the gross amount of interest and Additional Amounts (i.e., without
reduction for Chilean Interest Withholding Tax, determined utilizing the 4.0% Chilean Interest Withholding Tax rate applicable to all United States Holders of our securities) as ordinary interest income in respect of our securities at the time that
such payments are accrued or are received, in accordance with the United States Holders method of tax accounting. Any Chilean Interest Withholding Tax paid will be treated as foreign income taxes eligible for credit against such United States
Holders United States federal income tax liability, subject to generally applicable limitations and conditions, or, at the election of such United States Holder, for deduction in computing such United States Holders taxable income.
Interest and Additional Amounts will constitute income from sources outside the United States for foreign tax credit purposes. Such income generally will constitute passive income. Foreign tax credits will not be allowed for withholding
taxes imposed in respect of certain short-term or hedged positions in securities and may not be allowed for withholding taxes imposed in respect of arrangements in which a United States Holders expected economic profit is insubstantial. United
States Holders should consult their own advisors concerning the implications of these rules in light of their particular circumstances.

The calculation of foreign tax credits and, in the case of a United States Holder that elects to deduct foreign taxes, the availability of deductions, involves the application of rules that depend on a United States Holders particular
circumstances. United States Holders should consult their own tax advisors regarding the availability of foreign tax credits and the treatment of Additional Amounts.

A Holder of our securities that is, with respect to the United States, a foreign corporation or a nonresident alien individual (a Non-U.S. Holder) generally will not be subject to United States federal
income or withholding tax on interest income or Additional Amounts earned in respect of our securities, unless such income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States.

Taxation of Dispositions

Gain or loss
realized by a United States Holder on the sale, redemption or other disposition of our securities generally will be treated as capital gain or loss and such gain or loss will be long-term capital gain or loss if at the time of the disposition, our
securities have been held for more than one year. The net amount of long-term capital gain realized by a United States Holder that is an individual is taxed at a maximum rate of 15%. Gain, if any,



68



---

##### Table of Contents

realized by a United States Holder generally will be treated as U.S. source income for U.S. foreign tax credit purposes.

A Non-U.S. Holder of our securities will not be subject to United States federal income or withholding tax on gain realized on the sale or other
disposition of our securities unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States or (ii) in the case of gain realized by an individual Non-U.S. Holder, the
Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

Backup
Withholding and Information Reporting

Payments of principal, premium, if any, and interest on our securities and payment of the
proceeds of any disposition of our securities made to certain United States Holders may be subject to U.S. information reporting requirements. In addition, certain United States Holders may be subject to a U.S. backup withholding tax in respect of
such payments if they do not provide their taxpayer identification numbers to the payor or otherwise establish an exemption. Non-U.S. Holders generally are exempt from these withholding and reporting requirements, but may be required to comply with
applicable certification and identification procedures to establish their eligibility for such an exemption.

DOCUMENTS ON DISPLAY

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these
requirements, we file reports and other information with the Securities and Exchange Commission. These materials, including this Annual Report and the exhibits thereto, may be inspected and copied at the Commissions Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the materials may be obtained from the Public Reference Room at the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the Commission maintains an
Internet website at http://www.sec.gov, from which these materials may be electronically accessed. The public may obtain information on the operation of the Commissions Public Reference Room by calling the Commission in the United States at
1-800-SEC-0330.



|Item 11. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

The following discussion about our risk management activities includes forward-looking statements that involve risk and uncertainties. Actual results could differ materially from those projected in such forward-looking statements.

We are exposed to market risk from changes in interest rates and currency exchange rates. From time to time, we assess our exposure and
monitor opportunities to manage these risks, including entering into derivative contracts. In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include country risk, credit
risk and legal risk and are not represented in the tables below.

INTEREST RATE RISK

Interest rate risk exists principally with respect to our indebtedness that bears interest at floating rates. At December 31, 2005, we had
outstanding approximately U.S.$2,242 million of indebtedness excluding accrued interest, of which approximately 75.2% bore interest at fixed interest rates and approximately 24.8% bore interest at floating rates of interest. All of the indebtedness
was denominated in U.S. dollars as of that date. The interest rate on our variable rate debt is determined principally by reference to LIBOR.

The following table summarizes our long-term debt obligations, including 2006 maturities, at December 31, 2005 that are sensitive to changes in interest rates. The table presents the aggregate principal amount of each category of
indebtedness maturing in each year, at the weighted average interest rate for each category of



69



---

##### Table of Contents

indebtedness. Average interest rates for liabilities are calculated based on the prevailing interest rate for each loan at December 31, 2005.



|                                |  |                                |   |      |                                    |      |                     |      |               |      |       |             |       |  |         |  |         |  |        
|------------------------------- |  | ------------------------------ | - | ---- | ---------------------------------- | ---- | ------------------- | ---- | ------------- | ---- | ----- | ----------- | ----- |  | ------- |  | ------- |  | -------
|                                |  | As of December 31, 2005       
|                                |  | Average InterestRate(1)        |   |      | Expected contractual maturity date |      | Total LongTerm Debt |      | Fair Value(2)
|                                |  | 2006                           |   | 2007 |                                    | 2008 |                     | 2009 |               | 2010 |       | There-after |       | 
|                                |  | (U.S.$ equivalent in millions)
|Long-Term Interest Bearing Debt |  |                                |   |      |                                    |      |                     |      |               |      |       |             |       |  |         |  |         |  |        
|Fixed Rate                      |  |                                |   |      |                                    |      |                     |      |               |      |       |             |       |  |         |  |         |  |        
|(U.S.$-denominated)             |  | 6.82                           | % |      | 7.8                                |      | 100.0               |      |              |      | 100.0 |             | 270.5 |  | 1,212.0 |  | 1,690.3 |  | 1,786.8
|Variable Rate                   |  |                                |   |      |                                    |      |                     |      |               |      |       |             |       |  |         |  |         |  |        
|(U.S.$-denominated)             |  | LIBOR + 0.46                   | % |      | 55.7                               |      | 109.1               |      | 188.7         |      | 169.2 |             | 5.5   |  | 4.3     |  | 532.5   |  | 532.5  
|(R.$-denominated)               |  |                                |   |      | 0.2                                |      | 13.2                |      | 0.2           |      | 0.1   |             |      |  |        |  | 13.7    |  | 13.7   
|(Euro-denominated)              |  | LIBOR + 3.95                   | % |      | 1.9                                |      | 2.6                 |      | 1.9           |      | 2.1   |             | 0.2   |  |        |  | 8.6     |  | 8.6    

---

|(1) | Average interest rate means, for variable rate debt, the weighted average prevailing interest
rate at December 31, 2005, on our variable rate debt, and for fixed rate debt, the weighted average prevailing interest rate at December 31, 2005, on our fixed rate debt.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | These figures were calculated based on the discounted value of future cash flows expected to
be received or paid, considering current discount rates that reflect the different risks involved. See Note 10 to our audited consolidated financial statements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

FOREIGN CURRENCY RISK

Our principal exchange rate risk involves changes in the
value of the euro, the Chilean peso and, to a lesser extent, the Argentine peso and the Brazilian real relative to the dollar. We generally believe that our foreign currency exposure is not material to our net income. In 2005, substantially all of
our consolidated revenues were denominated in or indexed to foreign currencies. We estimate that a majority of our consolidated costs and expenses are denominated in dollars. As of December 31, 2005:



| |  |  | A significant portion of our accounts receivable were denominated in U.S. dollars;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | 59.7% of our short-term investments were denominated in U.S. dollars and 40.2% were denominated in euros, with the balance in Chilean pesos;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | substantially all of our indebtedness was denominated in U.S. dollars; and
| | - |  | --------------------------------------------------------------------------



| |  |  | a significant portion of our consolidated total assets was denominated in U.S. dollars.
| | - |  | ---------------------------------------------------------------------------------------

Substantially all of our foreign currency-denominated revenues, costs and expenses, receivables and indebtedness are denominated in U.S. dollars. As of December 31, 2005, all of our long-term debt was denominated
in U.S. dollars. Accordingly, variations in the value of the Chilean peso relative to the dollar will not have a significant effect in the cost in dollars of our foreign debt service obligations.



|Item 12. | Description of Securities Other than Equity Securities
|-------- | ------------------------------------------------------

Not applicable.



70



---

##### Table of Contents

PART II



|Item 13. | Defaults, Dividend Arrearages and Delinquencies
|-------- | -----------------------------------------------

None.



|Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds
|-------- | ----------------------------------------------------------------------------

None.



|Item 15. | Controls and Procedures
|-------- | -----------------------

We carried out an
evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of
December 31, 2005. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Chief Accounting Officer concluded that the disclosure
controls and procedures, as of December 31, 2005, were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the U.S. Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported as and when required.

There has been no change in our internal control over financial
reporting during 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



|Item 16A. | Audit Committee Financial Expert
|--------- | --------------------------------

We do not have an
audit committee. Accordingly, certain rules under the U.S. federal securities laws that would otherwise apply to the audit committee apply to our board of directors as a whole. We believe that the members of our board of directors have sufficient
financial and other experience to perform their responsibilities under these rules. Our board of directors has determined that Timothy C. Purcell qualifies as an audit committee financial expert within the meaning of Item 16A of
Form 20-F. Our board of directors has determined that Timothy C. Purcell is independent as that term is defined in Rule 10A-3 under the Exchange Act. For a description of Mr. Purcells professional experience, see Item 6. Directors,
Senior Management and EmployeesDirectors and Executive Officers.



|Item 16B. | Code of Ethics
|--------- | --------------

We have adopted a code of ethics,
as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. We will provide any person without
charge, upon request, a copy of such code of ethics. Requests for a copy of the code of ethics may be made to Celulosa Arauco y Constitución S.A., El Golf 150, 14thFloor, Santiago, Chile, Attn: Gianfranco Truffello, tel. (011-562) 461-7200, fax (011-562) 461-7541. If we amend the provisions of our code of ethics that
apply to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, or if we grant any waiver of such provisions, we will disclose the amendment or waiver in our annual report on Form 20-F.



71



---

##### Table of Contents

|Item 16C. | Principal Accountant Fees and Services
|--------- | --------------------------------------

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent auditors, PricewaterhouseCoopers, during the fiscal years ended
December 31, 2004 and 2005.



|                   |  |                         |     |      |   |      
|------------------ |  | ----------------------- | --- | ---- | - | -----
|                   |  | Year ended December 31,
|                   |  | 2004                    |     | 2005
|                   |  | (U.S.$ in thousands)   
|Audit fees         |  | $                       | 599 |      | $ | 924  
|Audit-related fees |  |                         | 85  |      |   | 213  
|Tax fees           |  |                         | 37  |      |   | 225  
|Other fees         |  |                         | 5   |      |   | 11   
|                   |  |                         |     |      |   |      
|Total fees         |  | $                       | 726 |      | $ | 1,373
|                   |  |                         |     |      |   |      

Audit fees in the above table are the aggregate fees billed by PricewaterhouseCoopers in
connection with the audit of our annual financial statements in accordance with Chilean GAAP and U.S. GAAP, as well as the review of other filings.

Audit-related fees in the above table are the are the aggregate fees billed by PricewaterhouseCoopers for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or
that are traditionally performed by the external auditor, including consultations regarding the Sarbanes-Oxley Act and due diligence related to acquisitions.

Tax fees in the above table are fees billed by PricewaterhouseCoopers associated with the issuance of certificates for tax and legal compliance purposes in Mexico and Argentina; tax consultation on the impact of debt
restructured by our subsidiaries in Argentina and Brazil; and tax consultation in the United States.

Other fees in the above table are
fees billed by PricewaterhouseCoopers in connection with compensation research studies in Argentina.

Audit Committee Approval Policies and Procedures

Our board of directors has established pre-approval policies and procedures for the engagement of our independent auditors. Pursuant to
our pre-approval policy, our board of directors has pre-approved a list of services that our independent auditors are allowed to provide to us or our subsidiaries.

Additionally, our board of directors expressly approves, on a case-by-case basis, any engagement of our independent auditors for audit and non-audit services that are not included on the pre-approved list.



|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.



72



---

##### Table of Contents

PART III



|Item 17. | Financial Statements
|-------- | --------------------

Not applicable.



|Item 18. | Financial Statements
|-------- | --------------------

See our audited
consolidated financial statements beginning on page F-1, incorporated herein by reference.



|Item 19. | Exhibits
|-------- | --------

Documents filed as exhibits to this
annual report:



|     |  |                                                                                                                                                                                  
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1  |  | English translation of the by-laws (estatutos) of Celulosa Arauco y Constitución S.A., dated as of January 27, 2005                                                              
|     | 
|8.1  |  | List of subsidiaries                                                                                                                                                             
|     | 
|12.1 |  | Certification of chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                
|     | 
|12.2 |  | Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|     | 
|13.1 |  | Certification of chief executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|     | 
|15.1 |  | Valuation and qualifying accounts                                                                                                                                                

Omitted from the exhibits filed with this annual report are certain instruments and agreements
with respect to our long-term debt, none of which authorizes securities in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the SEC requests.



73



---

##### Table of Contents

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.



CELULOSA ARAUCO Y CONSTITUCIÓN S.A.By:

/s/ Matías DomeykoMatías Domeyko Chief Executive
Officer


Date: June 30, 2006



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Consolidated financial statements

December 31, 2005





ThU.S.$ - Thousands of United States dollars

Ch$ - Chilean pesos



F-1



---

##### Table of Contents

|     |  |  |  |                                                                                                                                       
|---- |  |  |  | --------------------------------------------------------------------------------------------------------------------------------------
|LOGO |  |  |  | LOGO                                                                                                                                  
|     |  |  |  |                                                                                                                                       
|     |  |  |  | PricewaterhouseCoopers RUT: 81.513.400-1 Santiago de Chile Av. Andrés Bello 2711-Torre Costanera Las Condes Teléfono [56] (2) 940 0000

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Celulosa Arauco y
Constitución S.A.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income and comprehensive
income, of stockholders equity and of cash flows present fairly, in all material respects, the financial position of Celulosa Arauco y Constitución S.A. and its subsidiaries at December 31, 2005 and 2004, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement
schedule included under Exhibit 15.1 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a
reasonable basis for our opinion.



/s/ PricewaterhouseCoopers

Santiago, Chile.

June 28, 2006



F-2



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Consolidated Balance Sheets



|                                              |  |                      |           |      |   |          
|--------------------------------------------- |  | -------------------- | --------- | ---- | - | ---------
|                                              |  | At December 31,     
|                                              |  | 2005                 |           | 2004
|                                              |  | (U.S.$ in thousands)
|ASSETS                                        |  |                      |           |      |   |          
|CURRENT ASSETS:                               |  |                      |           |      |   |          
|Cash and cash equivalents 1d)                 |  | $                    | 25,958    |      | $ | 24,483   
|Time deposits                                 |  |                      | 32,276    |      |   | 40,213   
|Short-term investments 1e)                    |  |                      | 280,276   |      |   | 332,126  
|Trade receivables  net                       |  |                      | 371,791   |      |   | 355,064  
|Other receivables  net (2)                   |  |                      | 96,327    |      |   | 57,175   
|Inventories 1f), (3)                          |  |                      | 363,670   |      |   | 281,953  
|Prepaid expenses and other current assets (4) |  |                      | 108,788   |      |   | 85,489   
|                                              |  |                      |           |      |   |          
|Total current assets                          |  |                      | 1,279,086 |      |   | 1,176,503
|                                              |  |                      |           |      |   |          
|LONG-TERM ASSETS:                             |  |                      |           |      |   |          
|Forest 1g)                                    |  |                      | 1,549,903 |      |   | 1,412,488
|Property, plant and equipment  net 1h), (5)  |  |                      | 3,087,900 |      |   | 2,524,428
|Investments in affiliates                     |  |                      | 91,361    |      |   | 68,101   
|Goodwill, net of amortization 1n)             |  |                      | 23,065    |      |   | 23,668   
|Other long-term assets                        |  |                      | 82,704    |      |   | 68,678   
|                                              |  |                      |           |      |   |          
|Total long-term assets                        |  |                      | 4,834,933 |      |   | 4,097,363
|                                              |  |                      |           |      |   |          
|Total assets                                  |  | $                    | 6,114,019 |      | $ | 5,273,866
|                                              |  |                      |           |      |   |          

Notes to the financial statements are an integral part of these financial statements.



F-3



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Consolidated Balance Sheets



|                                                                           |  |                      |           |      |   |          
|-------------------------------------------------------------------------- |  | -------------------- | --------- | ---- | - | ---------
|                                                                           |  | At December 31,     
|                                                                           |  | 2005                 |           | 2004
|                                                                           |  | (U.S.$ in thousands)
|LIABILITIES AND STOCKHOLDERS EQUITY                                       |  |                      |           |      |   |          
|CURRENT LIABILITIES:                                                       |  |                      |           |      |   |          
|Short-term debt                                                            |  | $                    | 113,360   |      | $ |         
|Current portion of long-term notes                                         |  |                      | 65,534    |      |   | 414      
|Current portion of long-term bonds 1p)                                     |  |                      |          |      |   | 174,976  
|Accounts payable (6)                                                       |  |                      | 286,337   |      |   | 300,682  
|Accrued liabilities and other current liabilities (7)                      |  |                      | 110,960   |      |   | 83,701   
|                                                                           |  |                      |           |      |   |          
|Total current liabilities                                                  |  |                      | 576,191   |      |   | 559,773  
|                                                                           |  |                      |           |      |   |          
|                                                                           |  |                     
|LONG-TERM LIABILITIES:                                                     |  |                      |           |      |   |          
|Long-term notes (8)                                                        |  |                      | 497,078   |      |   | 451,606  
|Long-term bonds 1p) (8)                                                    |  |                      | 1,679,136 |      |   | 1,280,749
|Deferred income taxes (9)                                                  |  |                      | 197,240   |      |   | 165,432  
|Other long-term liabilities                                                |  |                      | 61,356    |      |   | 22,192   
|                                                                           |  |                      |           |      |   |          
|Total long-term liabilities                                                |  |                      | 2,434,810 |      |   | 1,919,979
|                                                                           |  |                      |           |      |   |          
|                                                                           |  |                     
|MINORITY INTEREST                                                          |  |                      | 12,900    |      |   | 6,847    
|                                                                           |  |                      |           |      |   |          
|                                                                           |  |                     
|STOCKHOLDERS EQUITY:                                                      |  |                      |           |      |   |          
|Common stock (nominal par value, 113,152,446 shares authorized and issued) |  |                      |          |      |   |         
|Paid-in capital                                                            |  |                      | 363,833   |      |   | 363,833  
|Retained earnings                                                          |  |                      | 2,695,448 |      |   | 2,423,434
|Accumulated other comprehensive income                                     |  |                      | 30,837    |      |   |         
|                                                                           |  |                      |           |      |   |          
|Total stockholders equity                                                 |  |                      | 3,090,118 |      |   | 2,787,267
|                                                                           |  |                      |           |      |   |          
|Total liabilities and stockholders equity                                 |  | $                    | 6,114,019 |      | $ | 5,273,866
|                                                                           |  |                      |           |      |   |          

Notes to the financial statements are an integral part of these financial statements.



F-4



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Consolidated Statements of Income and Comprehensive Income



|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  
|------------------------------------------------------------------------------------------ |  | ----------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                           |  | Year Ended December 31, |           
|                                                                                           |  | 2005                    |            |   | 2004 |   |            | 2003 | 
|                                                                                           |  | (U.S.$ in thousands)    |           
|Net sales                                                                                  |  | $                       | 2,373,907  |   |      | $ | 2,075,052  |      |  | $ | 1,458,220  |  
|Operating costs and expenses:                                                              |  |                         |            |   |      |   |            |      |  |   |            |  
|Cost of sales                                                                              |  |                         | (1,388,322 | ) |      |   | (1,041,590 | )    |  |   | (782,793   | )
|Depreciation (13)                                                                          |  |                         | (170,291   | ) |      |   | (141,329   | )    |  |   | (112,636   | )
|Selling and administrative                                                                 |  |                         | (180,355   | ) |      |   | (124,784   | )    |  |   | (105,897   | )
|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  
|Total operating costs and expenses                                                         |  |                         | (1,738,968 | ) |      |   | (1,307,703 | )    |  |   | (1,001,326 | )
|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  
|Income from operations                                                                     |  |                         | 634,939    |   |      |   | 767, 349   |      |  |   | 456,894    |  
|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  
|Non-operating income (expense):                                                            |  |                         |            |   |      |   |            |      |  |   |            |  
|Interest income                                                                            |  |                         | 34,487     |   |      |   | 25,431     |      |  |   | 30,051     |  
|Other income gains (losses)                                                                |  |                         | (2,225     | ) |      |   | (4,990     | )    |  |   | 1,570      |  
|Foreign exchange gains (losses)                                                            |  |                         | (6,249     | ) |      |   | 16,227     |      |  |   | 52,353     |  
|Interest expense                                                                           |  |                         | (109,886   | ) |      |   | (78,109    | )    |  |   | (46,629    | )
|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  
|Total non-operating income (expense)                                                       |  |                         | (83,873    | ) |      |   | (41,441    | )    |  |   | 37,345     |  
|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  
|Income before taxes, minority interest and equity in earnings of unconsolidated affiliates |  |                         | 551,066    |   |      |   | 725,908    |      |  |   | 494,239    |  
|Provision for income taxes (9)                                                             |  |                         | (113,328   | ) |      |   | (139,899   | )    |  |   | (80,574    | )
|Minority interest in consolidated subsidiaries                                             |  |                         | (72        | ) |      |   | (321       | )    |  |   | (199       | )
|Equity in earnings of unconsolidated affiliates                                            |  |                         | 6,682      |   |      |   | 6,473      |      |  |   | 6,001      |  
|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  
|Net income                                                                                 |  | $                       | 444,348    |   |      | $ | 592,161    |      |  | $ | 419,467    |  
|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  
|Other comprehensive income                                                                 |  |                         |            |   |      |   |            |      |  |   |            |  
|Foreign currency translation adjustment                                                    |  |                         | 30,387     |   |      |   |           |      |  |   |           |  
|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  
|Comprehensive income                                                                       |  | $                       | 474,735    |   |      | $ | 592,161    |      |  | $ | 419,467    |  
|                                                                                           |  |                         |            |   |      |   |            |      |  |   |            |  

Notes to the financial statements are an integral part of these financial statements.



F-5



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Consolidated Statements of Cash Flows



|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                  |  | Year Ended December 31, |         
|                                                                                  |  | 2005                    |          |   | 2004 |   |          | 2003 | 
|                                                                                  |  | (U.S.$ in thousands)    |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Net income                                                                        |  | $                       | 444,348  |   |      | $ | 592,161  |      |  | $ | 419,467  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                         |          |   |      |   |          |      |  |   |          |  
|Depreciation and amortization                                                     |  |                         | 173,509  |   |      |   | 144,547  |      |  |   | 114,378  |  
|Minority interest in net income of consolidated subsidiaries                      |  |                         | 72       |   |      |   | 321      |      |  |   | 199      |  
|Earnings of unconsolidated affiliates                                             |  |                         | (6,682   | ) |      |   | (6,473   | )    |  |   | (6,001   | )
|Deferred income taxes                                                             |  |                         | 10,730   |   |      |   | 15,592   |      |  |   | 23,782   |  
|Allowance for doubtful accounts                                                   |  |                         | (628     | ) |      |   | 2,652    |      |  |   | 4,360    |  
|(Gain) loss on sale of fixed assets                                               |  |                         | (590     | ) |      |   | 2,206    |      |  |   | 258      |  
|Investments and proceeds in trading securities                                    |  |                         | 59,787   |   |      |   | 150,454  |      |  |   | (172,510 | )
|Decrease (increase) in receivables                                                |  |                         | 29,760   |   |      |   | (131,246 | )    |  |   | (44,759  | )
|Decrease (increase) in inventories                                                |  |                         | (52,836  | ) |      |   | (45,790  | )    |  |   | (33,074  | )
|Decrease (increase) in other assets                                               |  |                         | (37,264  | ) |      |   | 79,540   |      |  |   | 305      |  
|Increase in accounts payable                                                      |  |                         | 64,323   |   |      |   | 44,260   |      |  |   | 16,709   |  
|Increase in other liabilities                                                     |  |                         | 66,423   |   |      |   | 22,299   |      |  |   | 23,399   |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by operating activities                                         |  |                         | 750,952  |   |      |   | 870,523  |      |  |   | 346,513  |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Additions to property, plant and equipment and forest                             |  |                         | (631,480 | ) |      |   | (743,247 | )    |  |   | (503,233 | )
|Proceeds from sales of property, plant and equipment                              |  |                         | 1,893    |   |      |   | 2,860    |      |  |   | 1,528    |  
|Investment in related companies                                                   |  |                         | (237,397 | ) |      |   | (6,691   | )    |  |   | (61,169  | )
|Dividends received from related companies                                         |  |                         | 1,846    |   |      |   | 1,399    |      |  |   | 1,101    |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash used in investing activities                                             |  |                         | (865,138 | ) |      |   | (745,679 | )    |  |   | (561,773 | )
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Bonds issued                                                                      |  |                         | 400,000  |   |      |   |         |      |  |   | 300,000  |  
|Bank borrowings                                                                   |  |                         | 372,230  |   |      |   | 307,697  |      |  |   | 182,291  |  
|Debt issue costs                                                                  |  |                         | (3,710   | ) |      |   | (77      | )    |  |   | (2,411   | )
|Payment of notes and bond principal                                               |  |                         | (445,135 | ) |      |   | (259,869 | )    |  |   | (152,586 | )
|Dividends paid                                                                    |  |                         | (207,724 | ) |      |   | (175,387 | )    |  |   | (133,906 | )
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by (used in) financing activities                               |  |                         | 115,661  |   |      |   | (127,636 | )    |  |   | 193,388  |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                              |  |                         | 1,475    |   |      |   | (2,792   | )    |  |   | (21,872  | )
|Cash and cash equivalents at beginning of year                                    |  |                         | 24,483   |   |      |   | 27,275   |      |  |   | 49,147   |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents at end of year                                          |  | $                       | 25,958   |   |      | $ | 24,483   |      |  | $ | 27,275   |  
|                                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  

Notes to the financial statements are an integral part of these financial statements.



F-6



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Consolidated Statements of Stockholders Equity



|                                                                                 |  |                                                                  |           |   |      |   |           |      |  |   |           |  
|-------------------------------------------------------------------------------- |  | ---------------------------------------------------------------- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                                                 |  | Year Ended December 31,                                          |          
|                                                                                 |  | 2005                                                             |           |   | 2004 |   |           | 2003 | 
|                                                                                 |  | (Dollar and Share Amounts in Thousands,Except Per Share Amounts) |          
|Common Stock                                                                     |  |                                                                  |          |   |      |   |          |      |  |   |          |  
|Nominal par value                                                                |  |                                                                  |           |   |      |   |           |      |  |   |           |  
|(113,152, 446 shares authorized and issued at December 31, 2005, 2004, and 2003) |  |                                                                  |           |   |      |   |           |      |  |   |           |  
|Paid in capital                                                                  |  |                                                                  |           |   |      |   |           |      |  |   |           |  
|Balance at beginning of year                                                     |  | $                                                                | 363,833   |   |      | $ | 363,833   |      |  | $ | 363,833   |  
|Balance at end of year                                                           |  |                                                                  | 363,833   |   |      |   | 363,833   |      |  |   | 363,833   |  
|                                                                                 |  |                                                                  |           |   |      |   |           |      |  |   |           |  
|Retained earnings                                                                |  |                                                                  |           |   |      |   |           |      |  |   |           |  
|Balance at beginning of year                                                     |  |                                                                  | 2,423,434 |   |      |   | 2,057,168 |      |  |   | 1,793,832 |  
|Net income                                                                       |  |                                                                  | 444,348   |   |      |   | 592,161   |      |  |   | 419,467   |  
|Dividends                                                                        |  |                                                                  | (172,334  | ) |      |   | (225,895  | )    |  |   | (156,131  | )
|Balance at end of year                                                           |  |                                                                  | 2,695,448 |   |      |   | 2,423,434 |      |  |   | 2,057,168 |  
|                                                                                 |  |                                                                  |           |   |      |   |           |      |  |   |           |  
|Accumulated other comprehensive income                                           |  |                                                                  |           |   |      |   |           |      |  |   |           |  
|Foreign currency translation adjustments                                         |  |                                                                  | 30,837    |   |      |   |          |      |  |   |          |  
|                                                                                 |  |                                                                  |           |   |      |   |           |      |  |   |           |  
|Total stockholders equity                                                       |  | $                                                                | 3,090,118 |   |      | $ | 2,787,267 |      |  | $ | 2,421,001 |  
|                                                                                 |  |                                                                  |           |   |      |   |           |      |  |   |           |  

Notes to the financial statements are an integral part of these financial statements.



F-7



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



|a) | Nature of operations
|-- | --------------------

Celulosa Arauco y
Constitución S.A., a Chilean corporation (the Company), and its subsidiaries (the Company, together with its subsidiaries, Arauco) are principally engaged in the production of pulp, forestry and wood products, and the
management of their forestry assets. Arauco owns and operates facilities in Chile, Argentina, Brazil and Uruguay and has customers throughout the world including Asia, Europe, North America and Central and South America.



|b) | Use of estimates in the preparation of financial statements
|-- | -----------------------------------------------------------

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions
include the carrying value of property, plant and equipment; recoverable forest; allowance for doubtful accounts; inventories and deferred income tax assets. Actual results could differ from those estimates.



|c) | Consolidation
|-- | -------------

The consolidated financial
statements include the accounts of the Company and all majority owned subsidiaries in which the Company has voting control. Investments in affiliates, companies in which the Company owned from 20% to 50% of the shares, (directly or indirectly), and
therefore exercises significant influence, but which it does not control, are accounted for under the equity method. The Companys share of earnings of such investments is shown in the income statement under the heading Equity in earnings
of unconsolidated affiliates.



|d) | Cash and cash equivalents
|-- | -------------------------

Arauco considers all
highly liquid securities with maturities of three months or less at the time of purchase to be cash equivalents. Arauco invests its excess cash in short-term time deposits and repurchased agreements with high quality financial institutions.
These time deposits and repurchased agreements are included in cash and cash equivalents at fair value. Arauco generally holds these cash investments until maturity and is therefore not subject to significant market risk. The Company has accounts
with a variety of banks and does not hold significant deposits with any single bank.



|e) | Short-term investments
|-- | ----------------------

Araucos short-term
investments consist primarily of investments in mutual fund units, which are classified as trading securities. These short-term investments are recorded at fair value with unrealized holding gains and losses included in earnings. Net unrealized
holding gains included in net earnings amounted to U.S.$9.7 million, U.S.$6.0 million and U.S.$6.9 million for the years ended December 31, 2005, 2004, and 2003, respectively.



F-8



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



|f) | Inventories
|-- | -----------

Inventories of raw materials,
work-in-process and spare parts are stated at the lower of cost or market, primarily using the average cost method. Finished goods are stated at the lower of average production costs for the period or market. Inventory costs include materials,
labor, transportation, depreciation of fixed assets and production overhead as appropriate.



|g) | Forests
|-- | -------

Timber and timberlands are stated at cost
less cost of timber harvested. The costs incurred in developing and growing timber such as site preparation, property taxes, seedling, planting, fertilization, insect and wildlife control, herbicide application and thinning, are capitalized. Direct
and indirect interest costs incurred in connection with the development of timber and timberlands are also capitalized. These capitalized costs are accumulated by specifically identifiable farm blocks. Accounting practices for these costs do not
change when timber becomes merchantable and harvesting commences.

Costs incurred related to logging roads are capitalized and amortized
over their expected useful lives or as the related timber is harvested.

Depletion, or costs attributed to timber harvested is determined
by each identifiable farm block that is in the harvesting stage based on the relationship of unamortized timber costs to the estimated volume of recoverable timber multiplied by the amount of timber cut. The estimated volume of recoverable timber is
determined using statistical information and other data related to growth rates and yields gathered from physical observations, models and other information gathering techniques. Changes in yields are generally due to adjustments in growth rates and
similar matters and are accounted for prospectively as changes in estimates. The cost of timber harvested is included in the carrying values of raw material and product inventories and in the cost of products sold as these inventories are sold to
third parties.



|h) | Property, plant and equipment
|-- | -----------------------------

Property, plant and
equipment are stated at cost less accumulated depreciation. Depreciation of buildings, equipment and other depreciable assets is primarily determined using the straight-line method. Expenditures that substantially improve and/or increase the useful
life of facilities or equipment are capitalized. Interest costs associated with financing the construction of property, plant and equipment are capitalized. Maintenance and repair costs are expensed as incurred. Profits and losses on the sale of
property, plant and equipment are accounted for as the difference between the book value and the consideration received.



|i) | Asset impairments
|-- | -----------------

Arauco reviews long-lived assets
for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Losses are recognized when the book values exceed expected undiscounted future net cash flows from the use and eventual
disposition of the asset. These undiscounted cash flows are based upon managements estimate of future cash inflows and outflows. The key assumptions in estimating these cash flows are future pricing of forest and future estimates of expenses
to be incurred. When impairment is indicated, the book values of the assets are written down to their estimated fair value.



F-9



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



|j) | Income taxes
|-- | ------------

Arauco uses the asset and liability
method of accounting for income taxes. Under this method, the provision for income taxes includes amounts currently payable and amounts deferred as tax assets and liabilities, based on differences between the financial statement carrying amounts and
their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance which
is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date.



|k) | Derivative financial instruments
|-- | --------------------------------

To cover risk of
exposure to interest rate differences, Arauco utilizes interest rate swap derivative financial instruments. It has established procedures for assessing risk and approving, reporting and monitoring derivative financial instrument activities.
Contracts are recorded on the balance sheet and measured at fair value. The interest differential paid or received is recognized in interest expense in the period incurred. Arauco does not use hedge accounting treatment or utilize derivative
instruments for trading or speculative purposes.



|l) | Allowance for doubtful accounts and trade receivables
|-- | -----------------------------------------------------

Arauco provides an allowance for doubtful accounts based on a review of the specific receivables. As of December 31, 2005 and 2004, no single customer accounted for more than 10% of the outstanding balance of accounts receivable. At
December 31, 2005 and 2004, the balance in the allowance account for receivables was U.S.$10.7 million and U.S.$11.2 million, respectively.

The trade receivables at December 31, 2005, include restricted receivables amounting to U.S.$61,415 thousand that secure the payment of short-term debt.



|m) | Currency translation
|-- | --------------------

The functional currency of
the Company and its subsidiaries, except for Brazilian subsidiaries, is the U.S. dollar. The Company has subsidiaries that maintain their records in local currencies. Because the U.S. dollar is the functional currency, subsidiaries that maintain
their records in local currency remeasure their financial statements into U.S. dollars using the historical exchange rates for non-monetary assets and liabilities and shareholders equity accounts. For monetary assets and liabilities, the
year-end exchange rate prevailing on December 31 of each year is used. The income statement amounts are remeasured into U.S. dollars at a weighted average exchange rate for the year. Re-measurement gains or losses are recorded in foreign
exchange gains (losses) in the income statement.

In the case of Brazilian subsidiaries, the local currency is the functional currency. As
such, assets and liabilities are translated using the exchange rates in effect at the balance sheet date. Income and expenses are translated at the average exchange rates during the year. Translation gains and losses not reflected in earnings are
reported in accumulated other comprehensive net income in stockholders equity.



F-10



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



|n) | Goodwill
|-- | --------

Goodwill is the excess of acquisition
cost of a business over the fair value of identifiable net assets acquired. Goodwill and other intangible assets are deemed to have an indefinite life and are not amortized. However, these indefinite life assets are tested for impairment on an
annual basis and when indicators of impairment are determined to exist by applying a fair-value based test.



|o) | Revenue recognition
|-- | -------------------

Revenues are recorded at the
time of shipment of products to the customer. Revenue from inter-segment sales is recorded when the forest is harvested and sold; such inter-segment sales, which are generally made at prices that approximate market prices, are eliminated in the
consolidated financial statements. The following criteria must be met in order to recognize revenue: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the price to the
buyer is fixed or determinable; and (4) collection is reasonably assured.



|p) | Bonds
|-- | -----

Bonds are shown at face value plus accrued
interest. The discount on, and expenses incurred in, the issue of the bonds are shown under other current and long- term assets and are amortized using the interest method of amortization over the term of the instruments. Total capitalized costs
associated with bonds were U.S.$12.1 million and U.S.$11.4 million at December 31, 2005 and 2004, respectively.



|q) | Research and development expenses
|-- | ---------------------------------

The cost of
research, project development and special studies are charged to income in the year in which they are incurred. The cost of research and development charged to income was U.S.$3.4 million, U.S.$2.0 million and U.S.$1.7 million for the years ended
December 31, 2005, 2004, and 2003, respectively.



|r) | Software
|-- | --------

External direct costs of materials and
services consumed in developing or obtaining internal use computer software are capitalized. Payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal use computer software project and
interest costs incurred while developing internal use computer software are capitalized. Maintenance, training, data conversion and reengineering costs are charged to the results of operations as incurred. Purchased software is capitalized and
amortized over the estimated useful life up to a maximum of three years. Capitalized software assets are classified in Property, plant and equipment.



|s) | Severance benefit plan
|-- | ----------------------

Arauco sponsors a
retirement plan that covers certain employees. It has recorded a liability for long-term severance indemnities based on agreements it has entered into with its employees at certain of its companies in Chile. Generally, upon leaving Arauco, employees
who have completed five years of service are entitled to one months salary for each year of service, up to the retirement age of 60 and 65 years for women and men, respectively. In accordance with Emerging Issues Task Force (EITF)
88-1, Arauco records the undiscounted obligation for this plan as if it was payable at each balance sheet date. Severance expense for this plan was U.S.$4.6 million, U.S.$2.8 million and U.S.$5.4 million, for fiscal 2005, 2004



F-11



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



and 2003, respectively. The severance liability is recorded in other long-term and current liabilities and amounted to U.S.$21.5 million and U.S.$17.4
million, at December 31, 2005 and 2004, respectively.



|t) | Acquisitions
|-- | ------------

On January 5, 2004, the
subsidiary Forestal Celco S.A. acquired 149,999,999 shares and the subsidiary Forestal Arauco S.A. acquired one share of Forestal Celsur S.A. for U.S.$ 6.7 million. As a result, Forestal Celco S.A. now holds a 99.99% controlling interest in Forestal
Celsur S.A. In December 2004, Forestal Celco S.A. and Forestal Celsur S.A. were merged.

On January 6, 2005, the subsidiary Forestal
Valdivia S.A. acquired 80% of Forestal Los Lagos S.A. for U.S.$ 21.4 million. Goodwill amounting to U.S.$ 0.9 million was allocated to the Forestry segment. Had this acquisition taken place on January 1 of the previous year,
consolidated net sales and net income would not have been significantly different from reported amounts.

On March 9, 2005, the
subsidiary Arauco Do Brasil Ltda. acquired from Louis Dreyfus S.A. 100% of the stock of the companies incorporated in Brazil, L.D. Forest Products S.A. and Placas do Parana S.A. for U.S.$ 168 million in cash. Subsequently, on October 31,
2005, the subsidiary Industrias Forestales S.A., acquired from Louis Dreyfus S.A. 100% of the companies incorporated in Argentina, Ecoboard S.A.I.F. and Ecoresin S.A. for U.S.$55 million in cash.

The initial purchase price of Araucos acquisitions in Argentina and Brazil have been allocated based on independent appraisals and
managements estimates as follows:



|                               |  |        |          |  
|------------------------------ |  | ------ | -------- | -
|                               |  | ThU.S. |         
|Cash acquired                  |  | $      | 7,698    |  
|Accounts receivable            |  |        | 46,487   |  
|Inventories                    |  |        | 28,881   |  
|Other current assets           |  |        | 36,433   |  
|Non-current assets             |  |        | 28,056   |  
|Property, equipment and forest |  |        | 312,576  |  
|Current liabilities            |  |        | (104,775 | )
|Long-term liabilities          |  |        | (91,250  | )
|Deferred tax liabilities       |  |        | (41,106  | )
|                               |  |        |          |  
|Total purchase price           |  |        | 223,000  |  
|                               |  |        |          |  



F-12



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



The following unaudited pro forma financial information reflects the results of operations of Arauco
as if the acquisitions of the companies in Argentina and Brazil described above had taken place on January 1, 2004. The pro forma financial information is not necessarily indicative of the results of operations as it would have been had the
transaction been effected on the assumed date.



|               |  |                |  |               
|-------------- |  | -------------- |  | --------------
|(In thousands) |  | 2005 Pro forma |  | 2004 Pro forma
|Net sales      |  | 2,452,307      |  | 2,252,656     
|Net income     |  | 449,555        |  | 615,506       



|u) | New accounting pronouncements
|-- | -----------------------------

In November 2004,
the FASB issued FASB Statement No. 151, Inventory Costs  an amendment of ARB No. 43 (FAS 151), which is the result of its efforts to converge U.S. accounting standards for inventories with International
Accounting Standards. FAS No. 151 requires idle facility expenses, freight, handling costs and wasted material (spoilage) costs to be recognized as current-period charges. It also requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production facilities. FAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. FAS 151 is not expected to have any impact on
the Companys financial position or results of operations.

In December 2004, the FASB issued FASB Statement No. 153,
Exchange of Non-monetary Assets and amendment of APB No. 29 (FAS 153), which is the result of its efforts to improve comparability of U.S. accounting standards for non-monetary transactions with International Accounting
Standards. FAS No. 153 eliminates the exception to fair value for exchanges of similar productive assets outlined in APB No. 29 and replaces it with a general exception for exchange transactions that do not have commercial substance 
that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity. FAS No. 153 will be effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. FAS 153 is not expected to have any impact on the Companys financial position or results of operations.



F-13



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



In May 2005, the FASB issued FASB Statement No. 154 Accounting Changes and Error
Corrections a replacement of APB Opinion No. 20 and FASB Statement No. 3 (FAS 154), which changes the requirements for the accounting and reporting of a change in an accounting principle. This Statement applies to all
voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed. This Statement requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period
specific effects or the cumulative effect of the change. FAS No. 154 is not expected to have any impact on the Company ́s financial position or results of operation.

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155 Accounting for Certain hybrid Financial Instruments an
amendment of FASB Statements No. 133 and 140 (FAS 155). This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. This Statement
permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of
Statement 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring
bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative financial instrument. This Statement is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins
after September 15, 2006. FAS 155 is not expected to have any impact on the Company ́s financial position or results of operation.

NOTE 2
- OTHER RECEIVABLES - NET



|                              |  |              |   |  |         |  
|----------------------------- |  | ------------ | - |  | ------- | -
|                              |  | December 31, |  
|                              |  | 2005         |   |  | 2004    |  
|                              |  | ThU.S.$      |   |  | ThU.S.$ |  
|Value added tax receivable    |  | 66,064       |   |  | 44,321  |  
|Related party receivables     |  | 2,202        |   |  | 4,062   |  
|Other receivables             |  | 29,906       |   |  | 10,827  |  
|Allowance                     |  | (1,845       | ) |  | (2,035  | )
|                              |  |              |   |  |         |  
|Total other receivables - net |  | 96,327       |   |  | 57,175  |  
|                              |  |              |   |  |         |  



F-14



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



NOTE 3 - INVENTORIES

Inventories were valued in accordance with the policy described in note 1(f). The principal components were as follows:



|                            |  |              |  |        
|--------------------------- |  | ------------ |  | -------
|                            |  | December 31,
|                            |  | 2005         |  | 2004   
|                            |  | ThU.S.$      |  | ThU.S.$
|Finished goods              |  | 229,139      |  | 190,382
|Work in progress            |  | 12,469       |  | 7,370  
|Sawlogs, pulpwood and chips |  | 36,528       |  | 18,163 
|Raw materials               |  | 65,403       |  | 50,299 
|Other parts and materials   |  | 20,131       |  | 15,739 
|                            |  |              |  |        
|Total inventories           |  | 363,670      |  | 281,953
|                            |  |              |  |        

NOTE 4 - PREPAID EXPENSES AND OTHER CURRENT ASSETS



|                                                |  |              |  |        
|----------------------------------------------- |  | ------------ |  | -------
|                                                |  | December 31,
|                                                |  | 2005         |  | 2004   
|                                                |  | ThU.S.$      |  | ThU.S.$
|Prepaid freight and other expenses              |  | 59,130       |  | 46,786 
|Deferred tax assets                             |  | 1,565        |  | 1,291  
|Spare parts                                     |  | 27,551       |  | 24,403 
|Other current assets                            |  | 20,542       |  | 13,009 
|                                                |  |              |  |        
|Total prepaid expenses and other current assets |  | 108,788      |  | 85,489 
|                                                |  |              |  |        

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT - NET



|                                          |  |              |  |              |   |  |            |  
|----------------------------------------- |  | ------------ |  | ------------ | - |  | ---------- | -
|                                          |  |              |  | December 31, |  
|                                          |  | Useful lives |  | 2005         |   |  | 2004       |  
|                                          |  |              |  | ThU.S.$      |   |  | ThU.S.$    |  
|Land and improvements                     |  |             |  | 471,862      |   |  | 405,513    |  
|Buildings and improvements                |  | 34 years     |  | 1,646,932    |   |  | 1,495,860  |  
|Machinery and equipment                   |  | 14 years     |  | 1,915,535    |   |  | 1,677,544  |  
|Construction in progress                  |  |             |  | 621,178      |   |  | 374,523    |  
|Other                                     |  | 11 years     |  | 309,832      |   |  | 259,491    |  
|                                          |  |              |  |              |   |  |            |  
|                                          |  |              |  | 4,965,339    |   |  | 4,212,931  |  
|Accumulated depreciation                  |  |              |  | (1,877,439   | ) |  | (1,688,503 | )
|                                          |  |              |  |              |   |  |            |  
|Total property, plant and equipment  net |  |              |  | 3,087,900    |   |  | 2,524,428  |  
|                                          |  |              |  |              |   |  |            |  



F-15



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



NOTE 6 - ACCOUNTS PAYABLE



|                                   |  |              |  |        
|---------------------------------- |  | ------------ |  | -------
|                                   |  | December 31,
|                                   |  | 2005         |  | 2004   
|                                   |  | ThU.S.$      |  | ThU.S.$
|Accounts payable - trade           |  | 171,097      |  | 122,343
|Dividends payable                  |  | 102,992      |  | 139,062
|Notes payable                      |  | 5,438        |  |       
|Accounts payable - related parties |  | 3,452        |  | 822    
|Income tax payable                 |  | 3,358        |  | 38,455 
|                                   |  |              |  |        
|Total accounts payable             |  | 286,337      |  | 300,682
|                                   |  |              |  |        

NOTE 7 - ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES



|                                                        |  |              |  |        
|------------------------------------------------------- |  | ------------ |  | -------
|                                                        |  | December 31,
|                                                        |  | 2005         |  | 2004   
|                                                        |  | ThU.S.$      |  | ThU.S.$
|Accrued interest                                        |  | 38,563       |  | 35,959 
|Other accruals                                          |  | 52,479       |  | 38,586 
|Withholding taxes                                       |  | 16,682       |  | 8,268  
|Deferred income                                         |  | 3,236        |  | 888    
|                                                        |  |              |  |        
|Total accrued liabilities and other current liabilities |  | 110,960      |  | 83,701 
|                                                        |  |              |  |        



F-16



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



NOTE 8 - LONG-TERM DEBT



|                                             |  |                                    |      |              |   |      |         |  
|-------------------------------------------- |  | ---------------------------------- | ---- | ------------ | - | ---- | ------- | -
|                                             |  | Interest Rate at December 31, 2005 |      | December 31, |  
|Long-term notes                              |  |                                    | 2005 |              |   | 2004 |        
|                                             |  | %                                  |      | ThU.S.$      |   |      | ThU.S.$ |  
|Notes payable:                               |  |                                    |      |              |   |      |         |  
|Citigroup (Revolving Facility) (due in 2009) |  | LIBOR+0.30                         |      | 240,000      |   |      | 200,000 |  
|Argentine Collateral Trust I (due in 2006)   |  | LIBOR+0.35                         |      | 250,000      |   |      | 250,000 |  
|Note payable - Argentina (due in 2008)       |  | LIBOR+ 0.375                       |      | 1,606        |   |      | 2,020   |  
|Santander Overseas Bank Inc.                 |  | LIBOR + 0.50                       |      | 12,000       |   |      |        |  
|Sampo Bank                                   |  | 4.470                              |      | 13,093       |   |      |        |  
|ABN Bank                                     |  | 4.510                              |      | 2,908        |   |      |        |  
|HSBC Bank                                    |  | 6.400                              |      | 3,750        |   |      |        |  
|Alfa Bank                                    |  | 7.250                              |      | 4,000        |   |      |        |  
|International Finance Corporation            |  | LIBOR+4.00                         |      | 7,930        |   |      |        |  
|International Finance Corporation            |  | LIBOR+5.50                         |      | 5,000        |   |      |        |  
|Safra Bank                                   |  | 14.750                             |      | 343          |   |      |        |  
|Alfa Bank                                    |  | 15.150                             |      | 338          |   |      |        |  
|Itau Bank                                    |  | 22.740                             |      | 7,263        |   |      |        |  
|Modal Bank                                   |  | 19.720                             |      | 5,775        |   |      |        |  
|DEG                                          |  | LIBOR+3.95                         |      | 8,606        |   |      |        |  
|                                             |  |                                    |      |              |   |      |         |  
|Total notes payable                          |  |                                    |      | 562,612      |   |      | 452,020 |  
|Less: current portion                        |  |                                    |      | (65,534      | ) |      | (414    | )
|                                             |  |                                    |      |              |   |      |         |  
|Total long-term notes                        |  |                                    |      | 497,078      |   |      | 451,606 |  
|                                             |  |                                    |      |              |   |      |         |  

On August 3, 2004, the Company obtained a syndicated loan of U.S.$ 240 million with a
group of banks led by Citigroup, BBVA, Calyon and Dresdner Kleinwort Wasserstein. The syndicated loan is structured as a revolving facility, allowing the Company to borrow, prepay and borrow the committed amount again during the life of the credit
facility. Funds will be used for debt refinancing and other corporate purposes. The term of the syndicated loan is five years and the interest rate is LIBOR plus 0.275% if the outstanding amount is less than 50% of the facility, and LIBOR plus 0.30%
if the outstanding amount is more than 50% of the facility.

Through the Companys subsidiary Alto Paraná S.A., Arauco obtained
a U.S.$250 million note from Argentine Collateral Trust I on June 13, 2001. Interest is payable semi-annually. The Company has guaranteed repayment of the loan.

Arauco has a note payable to the Argentine Tesoro Nacional. The loan was initially obtained by Alto Paraná, a subsidiary of the Company acquired in 1997. The principal amount of the initial loan was U.S.$13
million, payable to Banco Nacional de Desarrollo, and was guaranteed by the Argentine government. The loan was refinanced when Banco Nacional de Desarrollo was taken over by the Argentine government. The note is due in annual installments with final
payment due in 2008. Interest is payable semi-annually in arrears.



F-17



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



In accordance with the loans, the Company must maintain a minimum interest coverage ratio of 2:1 (on
a rolling four-quarter basis), a maximum debt to equity ratio of 1.2:1 and a minimum consolidated net worth of at least U.S.$2,500 million under Chilean GAAP. The Company was in compliance with these covenants at December 31, 2005.

The six - month LIBOR at December 31, 2005 and 2004 was 4.69% and 2.78%, respectively.



|                                           |  |                                         |      |  |                                             |  |           |  
|------------------------------------------ |  | --------------------------------------- | ---- |  | ------------------------------------------- |  | --------- | -
|                                           |  | AnnualInterest Rate atDecember 31, 2005 |      |  | Outstanding PrincipalAmount at December 31, | 
|Long-term bonds                            |  |                                         | 2005 |  | 2004                                        | 
|                                           |  |                                         |      |  | ThU.S.$                                     |  | ThU.S.$   |  
|Bonds:                                     |  |                                         |      |  |                                             |  |           |  
|U.S.$ bonds (1stissue) due December 2007   |  | 7.00                                    | %    |  | 99,958                                      |  | 99,937    |  
|U.S.$ bonds (2ndissue) due September 2005  |  | 6.95                                    | %    |  |                                            |  | 174,976   |  
|U.S.$ bonds (2ndissue) due September 2009  |  | 7.20                                    | %    |  | 99,941                                      |  | 99,925    |  
|U.S.$ bonds (2ndissue) due September 2017  |  | 7.50                                    | %    |  | 124,281                                     |  | 124,220   |  
|U.S.$ bonds (3rdissue) due August 2010     |  | 8.625                                   | %    |  | 270,020                                     |  | 269,916   |  
|U.S.$ bonds (4thissue) due September 2011  |  | 7.75                                    | %    |  | 386,788                                     |  | 386,751   |  
|U.S.$ bonds (5thissue) due July 2013       |  | 5.125                                   | %    |  | 300,000                                     |  | 300,000   |  
|U.S.$ bonds (6thissue) due April 2015      |  | 5.625                                   | %    |  | 398,148                                     |  |          |  
|                                           |  |                                         |      |  |                                             |  |           |  
|Total bonds                                |  |                                         |      |  | 1,679,136                                   |  | 1,455,725 |  
|Less current maturities of long-term bonds |  |                                         |      |  |                                            |  | (174,976  | )
|                                           |  |                                         |      |  |                                             |  |           |  
|Total long-term bonds                      |  |                                         |      |  | 1,679,136                                   |  | 1,280,749 |  
|                                           |  |                                         |      |  |                                             |  |           |  

In April 2005, the Company issued U.S.$400 million of 10-year bonds at 5.625% (6th issue). The
interest on these bonds is payable semi-annually in arrears.

In July 2003, the Company issued U.S.$300 million of 10-year bonds at 5.125%
(5th issue). The interest on these bonds is payable semi-annually in arrears.

In September 2001, the Company issued U.S.$400 million of
10-year bonds at 7.75% (4th issue). The interest on these bonds is payable semi-annually in arrears.

In August 2000, the Company issued
U.S.$300 million of 10-year bonds at 8.625% (3rd issue). The interest on these bonds is payable semi-annually in arrears.

In October 1997,
the Company issued U.S.$175 million of 8-year bonds at 6.95% which was paid in 2005, U.S.$100 million of 12-year bonds at 7.2% and U.S.$125 million of 20 year-bonds at 7.5% (2nd issue). The interest on these bonds is payable semi-annually in
arrears.

In December 1995, the Company issued U.S.$200 million of 8-year bonds at 6.75% which was paid in 2003 and U.S.$100 million of
12-year bonds at 7.0% (1st issue). The interest on these bonds is payable semi-annually in arrears.



F-18



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



In the period between October 2002 and December 2002, the Company repurchased and retired
approximately U.S.$42.5 million of its 7.75% and 8.625% bonds due in 2011 and 2010, respectively. The bonds were obtained at a premium, resulting in a loss of U.S.$3,006 thousand, net of income taxes. The loss includes the write-off of unamortized
capitalized issuance costs associated with these bonds of U.S.$916 thousand. In September 2001, the Company repurchased and retired U.S.$119.8 million of its 6.75% bonds due in 2003. The bonds were obtained at a premium, resulting in a loss of
U.S.$3.9 million, net of income taxes. The loss includes the write-off of unamortized capitalized bond issuance costs of U.S.$967 thousand.

The Company entered into a rate swap agreement in May 2002 with Dresdner Bank A.G. The notional amount of the contract was U.S.$200 million. The Company swapped its fixed interest rate for variable interest. Under the terms of the contract,
the Company pays variable interest at a rate of LIBOR plus 1.79875% and receives interest at a rate equal to 7.75%. This is the rate equal to the 4th bond issue. The interest rate swap settles semi-annually, and the contract terminates in 2011.

The Company entered into a rate swap agreement in May 2003 with JP Morgan Chase Bank. The notional amount of the contract was U.S.$200
million. The company swapped its variable interest rate for fixed interest. Under the terms of the contract, the Company pays fixed interest at a rate of 5.506% and receives variable interest at a rate of LIBOR plus 1.79875%. The interest rate swap
settles semi-annually, and the contract terminates in 2011.

In July and August 2003 the Company made settlements of U.S.$30 million and
U.S.$40 million, respectively, of both interest rate swap agreements, leaving a notional amount of U.S.$130 million for both contracts.

The weighted average interest rate for all long-term debt at December 31, 2005 and 2004 was approximately 6.50% and 6.12%, respectively. Required repayment of principal for long-term debt is as follows:



|      |  |                       
|----- |  | ----------------------
|      |  | Year EndedDecember 31,
|      |  | ThU.S.$               
|2006  |  | 65,534                
|2007  |  | 228,276               
|2008  |  | 193,864               
|2009  |  | 270,037               
|2010  |  | 274,820               
|2011  |  | 386,788               
|2013  |  | 300,000               
|2015  |  | 398,148               
|2017  |  | 124,281               
|      |  |                       
|Total |  | 2,241,748             
|      |  |                       



F-19



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



Cash paid during 2005, 2004 and 2003 for interest was U.S.$ 170.9 million, U.S.$138.3 million
and U.S.$111.5 million, respectively. The total amount of interest cost incurred by Arauco was U.S.$173.5 million (net of U.S.$16.0 million related to interest rate swaps), U.S.$138.9 million (net of U.S.$5.0 million related to interest rate swaps)
and U.S.$116.4 million (net of U.S.$21.2 million related to interest rate swaps) for the years ended December 31, 2005, 2004, and 2003, respectively. The amount of interest capitalized for these periods was U.S.$63.0 million, U.S.$60.8 million,
and U.S.$69.7 million, respectively.

NOTE 9 - INCOME TAXES

Provision for income taxes was as follows:



|                                 |  |                         |   |  |         |  |        
|-------------------------------- |  | ----------------------- | - |  | ------- |  | -------
|                                 |  | Year ended December 31,
|                                 |  | 2005                    |   |  | 2004    |  | 2003   
|                                 |  | ThU.S.$                 |   |  | ThU.S.$ |  | ThU.S.$
|Domestic                         |  |                         |   |  |         |  |        
|Current                          |  | 65,709                  |   |  | 87,878  |  | 56,408 
|Deferred                         |  | 12,874                  |   |  | 14,100  |  | 3,507  
|Foreign                          |  |                         |   |  |         |  |        
|Current                          |  | 36,889                  |   |  | 36,429  |  | 383    
|Deferred                         |  | (2,144                  | ) |  | 1,492   |  | 20,276 
|                                 |  |                         |   |  |         |  |        
|Total provision for income taxes |  | 113,328                 |   |  | 139,899 |  | 80,574 
|                                 |  |                         |   |  |         |  |        

The tax effects of significant temporary differences creating deferred tax assets and liabilities
at December 31 were as follows:



|                                |  |              |   |  |          |  
|------------------------------- |  | ------------ | - |  | -------- | -
|                                |  | December 31, |  
|                                |  | 2005         |   |  | 2004     |  
|                                |  | ThU.S.$      |   |  | ThU.S.$  |  
|Deferred income tax liabilities |  |              |   |  |          |  
|Inventories                     |  | (7,961       | ) |  | (6,489   | )
|Other                           |  | (25,202      | ) |  | (16,827  | )
|Property, plant and equipment   |  | (245,918     | ) |  | (199,151 | )
|Debt issue costs                |  | (2,888       | ) |  | (2,785   | )
|                                |  |              |   |  |          |  
|Total deferred tax liabilities  |  | (281,969     | ) |  | (225,252 | )
|Deferred income tax asset       |  |              |   |  |          |  
|Accruals                        |  | 31,362       |   |  | 35,527   |  
|Tax loss carry forwards         |  | 30,142       |   |  | 4,890    |  
|Other                           |  | 30,713       |   |  | 26,722   |  
|                                |  |              |   |  |          |  
|Total deferred tax assets       |  | 92,217       |   |  | 67,139   |  
|                                |  |              |   |  |          |  
|Valuation allowance             |  | (5,923       | ) |  | (6,028   | )
|                                |  |              |   |  |          |  
|Total deferred tax assets - net |  | 86,294       |   |  | 61,111   |  
|                                |  |              |   |  |          |  
|Net deferred tax liability      |  | (195,675     | ) |  | (164,141 | )
|                                |  |              |   |  |          |  



F-20



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



Net long-term deferred tax liabilities were U.S.$197.2 million at December 31, 2005 and
U.S.$165.4 million at December 31, 2004. In addition, net short-term deferred tax assets of U.S.$1.5 million at December 31, 2005 and U.S.$1.2 million at December 31, 2004, are included in the Consolidated Balance Sheets in prepaid
expenses and other current assets.

Cash paid during 2005, 2004 and 2003 for income taxes was U.S.$126.5 million, U.S.$67.8 million
and U.S.$59.2 million, respectively.

As of December 31, 2005 and 2004, Arauco had valuation allowances of U.S.$5.9 million and
U.S.$6.0 million, respectively, to reduce its deferred tax assets to estimated realizable value. The valuation allowances relate to the deferred tax assets arising from Argentina.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of Araucos
total deferred tax assets will not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the
periods in which the temporary differences are anticipated to reverse, management believes it is more likely than not that Arauco will realize the benefits of its deferred tax assets, net of the valuation allowance, at December 31, 2005, as
reductions of future taxable income or by utilizing available tax planning strategies. However, the amount of the net deferred tax assets considered realizable could be adjusted in the future if estimates of taxable income are revised.

At December 31, 2005, Arauco had operating loss carry-forwards of approximately U.S.$128.4 million. Loss carry-forwards associated with Chile are
U.S.$46.0 million, which can be carried forward indefinitely. Loss carry-forwards associated with Argentina were U.S.$35.6 million, which expire in 2007. Loss carry-forwards in Brazil were U.S.$46.8 million, which can be carried forward
indefinitely.

At December 31, 2004, Arauco had operating loss carry-forwards of approximately U.S.$28.2 million in Chile, which can
be carried forward indefinitely.

The following table summarizes the effect of the differences between the statutory income tax rate and
the effective income tax rates:



|                                               |  |                         |   |  |         |   |  |         |  
|---------------------------------------------- |  | ----------------------- | - |  | ------- | - |  | ------- | -
|                                               |  | Year ended December 31, |  
|                                               |  | 2005                    |   |  | 2004    |   |  | 2003    |  
|                                               |  | ThU.S.$                 |   |  | ThU.S.$ |   |  | ThU.S.$ |  
|Pretax income multiplied by enacted tax rate   |  | 94,805                  |   |  | 124,099 |   |  | 82,507  |  
|Change in valuation allowance                  |  | (105                    | ) |  | (262    | ) |  | (18,748 | )
|Tax effect resulting from foreign subsidiaries |  | 19,845                  |   |  | 21,818  |   |  | 15,688  |  
|Permanent differences                          |  | (1,021                  | ) |  | (2,716  | ) |  | 2,099   |  
|Non-taxable income                             |  | (196                    | ) |  | (3,040  | ) |  | (972    | )
|                                               |  |                         |   |  |         |   |  |         |  
|Effective income tax amount                    |  | 113,328                 |   |  | 139,899 |   |  | 80,574  |  
|                                               |  |                         |   |  |         |   |  |         |  



F-21



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



The Chilean statutory, first category (corporate) income tax rate was 16.5% in 2003 and 17% in 2004
and 2005 and thereafter in accordance with currently enacted tax legislation. Also, in accordance with Chilean law, the Company and each of its subsidiaries compute and pay tax on a separate basis and not on a consolidated basis. The Argentine
statutory first category income tax rate was 35% for all years presented. The Brazilian statutory first category income tax rate was 34% in 2005.

NOTE 10 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Companys financial instruments include cash and short-term
investments, receivables, payables, debt including notes and bonds and an interest rate swap agreement. The estimated fair value of these financial instruments is based on the amount at which such instruments could be exchanged in a current
transaction between willing parties, other than in a forced sale or liquidation. There are certain limitations inherent in the fair value data since, while the data represents managements best estimates, the data is subjective, involving
significant estimates regarding current economic and market conditions.

The methods and assumptions used to estimate the fair values are
as follows:

For cash, short-term time deposits, trade receivables, other receivables and accounts payable the carrying amounts approximate
the fair value due to the short-term maturity of these instruments. The fair value of short-term investments is estimated based on quoted market prices. The fair value of short-term and long-term debt is estimated based on current interest rates
available to the Company for debt instruments with similar terms, degrees of risk, and remaining maturities. The fair value of the interest-rate swap agreements is obtained from dealer quotes and represents the estimated amount the Company would
receive or pay to terminate the agreements.

The estimated fair values of the Companys financial instruments are summarized below.



|                       |  |                      |  |                      |  |                |  |                     
|---------------------- |  | -------------------- |  | -------------------- |  | -------------- |  | --------------------
|                       |  | At December 31, 2005 |  | At December 31, 2004
|                       |  | Carrying value       |  | Estimated fair value |  | Carrying value |  | Estimated fair value
|                       |  | (ThU.S.$)            |  | (ThU.S.$)           
|Assets                 |  |                      |  |                      |  |                |  |                     
|Cash                   |  | 25,958               |  | 25,958               |  | 24,483         |  | 24,483              
|Time deposits          |  | 32,276               |  | 32,276               |  | 40,213         |  | 40,213              
|Short-term investments |  | 280,276              |  | 280,276              |  | 332,126        |  | 332,126             
|Trade receivables      |  | 371,791              |  | 371,791              |  | 355,064        |  | 355,064             
|Other receivables      |  | 96,327               |  | 96,327               |  | 57,175         |  | 57,175              
|Liabilities            |  |                      |  |                      |  |                |  |                     
|Short-term debt        |  | 113,360              |  | 113,360              |  |               |  |                    
|Accounts payable       |  | 286,337              |  | 286,337              |  | 300,682        |  | 300,682             
|Notes payable          |  | 562,612              |  | 562,612              |  | 452,020        |  | 452,020             
|Bonds                  |  | 1,679,136            |  | 1,786,795            |  | 1,455,749      |  | 1,612,232           
|Derivative instrument  |  |                      |  |                      |  |                |  |                     
|Interest rate swap     |  | 16,022               |  | 16,022               |  | 4,988          |  | 4,988               



F-22



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



NOTE 11 - RELATED PARTY TRANSACTIONS

Arauco enters into fuel purchase contracts with Compañía de Petróleos de Chile COPEC S.A., subsidiary of the parent corporation of
the Company. Arauco purchased fuel totaling U.S.$23.8 million during 2005 and U.S.$18.8 million in 2004. The terms of these contracts and purchases were generally similar to those prevailing with unrelated parties.

Arauco obtains insurance from Compañía de Seguros Generales Cruz del Sur S.A. (Cruz del Sur), a Chilean insurance company
controlled by a related party until October 2005. Cruz del Sur is the supplier of all of Araucos insurance policies covering its forest holdings and production plants, facilities and equipment. Arauco paid direct insurance premiums of U.S.$8.5
million, U.S.$10.9 million and U.S.$11.0 million for the years ended December 31, 2005, 2004 and 2003, respectively. Outstanding balance at December 31, 2004 with Cruz del Sur included a receivable of U.S.$2.1 million.

We made purchases from Puerto de Lirquén S.A., our 20.1% affiliate and a supplier of port services, of U.S.$2.9 million in 2003, U.S.$3.2 million
in 2004 and U.S.$ 4.2 million in 2005. Outstanding balances at December 31, 2005 and 2004 with Puerto de Lirquén S.A included a receivable of U.S.$264 thousand and U.S.$331 thousand, respectively.

We made purchases from Compañía Puerto de Coronel S.A., our 50.0% affiliate and a supplier of port services, of U.S.$1.9 million in 2003,
U.S.$6.0 million in 2004 and U.S.$5.9 million in 2005.

We made purchases from EKA Chile, which is 50% controlled by Arauco and 50% by EKA
Chemicals of U.S.$16.7 million in 2004 and U.S.$17.4 million in 2005. We provided EKA Chile with electricity for payment of U.S.$12.9 million during 2004 and U.S.$16.1 million in 2005. EKA Chile, a sodium chlorate supplier, was formed in January
2003. We had an outstanding receivable from EKA Chile of U.S.$1.6 million at December 31, 2004 and U.S.$1.8 million at December 31, 2005.

We paid Portaluppi, Guzmán y Bezanilla an aggregate amount of approximately U.S.$237 thousand during 2003, U.S.$670 thousand during 2004 and U.S.$1.1 million during 2005, as payment for legal services.



F-23



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



NOTE 12 - CONTINGENCIES AND COMMITMENTS

In the normal course of business, the Company and its subsidiaries are parties to various legal claims, actions and complaints. It is not possible to
predict with certainty whether or not the Company and its subsidiaries will ultimately be successful in any of the legal matters, or if not, what the impact may be. However, Araucos management does not expect that the results in any of these
legal proceedings described below will have a material adverse effect on Araucos results of operations, financial position or cash flows.

Trials or other legal proceedings



|A) | The Company is involved in the following proceedings and legal actions regarding the operation of the Valdivia pulp mill:
|-- | -------------------------------------------------------------------------------------------------------------------------



|1) | Through Exempt Resolution No. 0250 dated April 1, 2004, the Environmental Regional Commission (COREMA) opened an investigation in connection with some alleged
violations of environmental regulations pursuant to Resolution of Environmental Description No. 279-1998 by the Valdivia Project.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company answered the charges before the Commission. Nevertheless, through Resolution No.387 dated May 24, 2004, the Commission resolved, among other things, to (a) fine the Company 900 Monthly Tax Units (UTM, a
Monthly Tax Unit that is a Chilean inflation-indexed, peso-denominated monetary unit which is set monthly in advance based on the previous months inflation rate, U.S.$ 55.4 thousand at December 31, 2005) for failure to comply with
the terms and conditions set forth in Sections 2, 11, 12 and 13 of the Resolution of Environmental Description; (b) accept the measures proposed by the Company to mitigate the odor problem, establishing a schedule for the execution of such
measures and (c) point out that the industrial waste fluids discharge system of the emergency system must comply with the Evaluating System of Environmental Impact (Law 19,300). The aforementioned Resolution No. 387 was judicially appealed
in the Civil Court of Puerto Montt on June 4, 2004, in connection with part of the fine mentioned in clause (a) above, and the Company paid 10% of the total claimed. The case is currently in progress.



|2) | Pursuant to the Records of Inspection dated July 8, 2004 and finalized on July 15, 2004, Valdivias Department of Health Services began a Sanitary Indictment for the
alleged emission of odors at the Valdivia Plant. On July 19, 2004, the Valdivia Plant filed its reply. Through Resolution 1775 dated December 17, 2004, Valvidias Department of Health Services resolved to fine Arauco 1,000 UTM (U.S.$
61.6 thousand at December 31, 2005) and established some requirements to be fulfilled by the Company.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On
December 27, 2004, Arauco judicially appealed the aforementioned Resolution in the First Civil Court of Valdivia. The matter is currently pending resolution.



F-24



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



|3) | Through Resolution No. 610 dated April 15, 2004 (of which the Company received notice on April 19, 2004), Valdivias Department of Health Services fined Arauco
1,000 UTM (U.S.$ 61.1 thousand at December 31, 2005), due to odors at the Valdivia Plant. The Company appealed the fine in the appropriate Civil Court of Valdivia, case No. 1151-04 and obtained a favorable resolution from the Civil
Court. However, the Valdivias Department of Health Services judicially appealed in the Appeal Court of Valdivia. The matter is currently in progress.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4) | Through Resolution No. 860 dated December 21, 2004, COREMA began sanction proceedings against the Company due to the discharge of refrigeration water at the Valdivia
Plant, the disposal of solid waste, the accumulation of spills and the spilling of non-authorized effluents.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On
January 11, 2005, Arauco filed its response, and through Resolution No. 182 dated March 15, 2005, COREMA resolved to sanction the Company with 800 UTM (U.S.$ 49.3 thousand at December 31, 2005), Arauco appealed that sanction
on March 31, 2005 and paid 10% of the total claimed. The case is currently in progress.



|5) | Through resolution dated April 22, 2005, the Regional Ministerial Secretary of Health (the Health SEREMI) fined Arauco 1,000 UTM (U.S.$ 61.1 thousand at
December 31, 2005), due to a fatal accident involving an employee in January 2005. The Company appealed the fine in the Second Civil Court of Valdivia, through case No. 785-2005, which is currently in progress.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6) | Through Resolution No. 17 dated January 18, 2005, COREMA began sanction proceedings against the Company due to an alleged increase in the capacity of the plant, an
increase of additional discharge waters into the Cruces River, a lack of compliance with the quality and emission guidelines for fluid waste, a lack of compliance with the required measurement of TRS gas and a lack of compliance with other
measurement parameters. The Company filed its appeal last January 31, 2005.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Through Resolution No. 197 dated
March 18, 2005, COREMA fined Arauco 1,400 UTM (U.S.$ 86.2 thousand at December 31, 2005). Arauco appealed that sanction and paid the required percentage of the total claimed. The case is currently in progress.



|7) | Through Resolutions 3300 and 3301 dated December 20, 2004, the Superintendent of Sanitary Services began sanction proceedings against the Company due to the Company exceeding
the guidelines of the Resolution on Environmental Description, approved by the Study of Environmental Impact regarding the total emission of phosphate and temperature.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Through Resolution 290 dated January 26, 2005, the Superintendent of Sanitary Services fined Arauco 200 Annual Tax Units (UTA, an Annual
Tax Unit that is a Chilean inflation-indexed, peso-denominated monetary unit which is set monthly in advance based on the previous months inflation rate, U.S.$147.8 thousand at December 31, 2005) . This Resolution was judicially appealed
on February 9, 2005 in the appropriate Civil Court of Santiago, which rejected the complaint. The resolution was appealed in the Appeal Court, and the matter is currently in progress.



F-25



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



|8) | Several complaints have been filed with the Warranty Court of Valdivia, due to alleged violations in connection with the operations of the Valdivia Plant. All the complaints are
being addressed through a single investigation. The complaints charge alleged violations set forth in Article 291 of the Penal Code, Article 136 of the Fishing Law and Article 38 of the National Monuments Law. The investigation is currently in
progress in the appropriate District Attorneys office.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9) | On April 27, 2005, the State of Chile Defense Committee filed an indemnity demand against the Company in the First Civil Court of Valdivia for environmental harm and
indemnities. The Company filed its response, and the matter is currently in progress.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10) | Through Resolution 1755 dated June 24, 2005, the Superintendent of Sanitary Services began a sanction proceeding against the Company for exceeding emissions standards regarding
temperature, suspended solid waste, arsenic, total phosphorus, hexavalente chrome, molybdenum and nickel. On July 11, 2005, the Company filed its response to the Superintendent. Nevertheless, on December 26, 2005, the Superintendent
resolved to sanction the Company with a fine of 400 UTA (U.S.$295.7 thousand at December 31, 2005). The Company has appealed the decision, and the matter is currently in progress.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|11) | On January 25, 2006, the Health SEREMI commenced a sanitary proceeding with regard to a fatal accident in January 2006 involving an employee of German Engineering, a contractor
working in the Valdivia project. The proceeding is currently pending resolution.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|B) | Arauco is subject to the following legal actions and proceedings affecting its Arauco pulp mill:
|-- | ------------------------------------------------------------------------------------------------



|1) | On August 23, 2004, Araucos Department of Health Services began a sanitation investigation based on the nuisance caused by a turpentine spill at the Arauco Plant. Through
a Resolution dated November 8, 2004, Araucos Department of Health Services resolved to fine the Company 1,000 UTM (U.S.$61.1 thousand at December 31, 2005).
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This Resolution was judicially appealed on November 17, 2004 before the Court of Lebu, and is currently pending resolution.



|2) | On June 7, 2005, individuals and associations related to small-scale fishers in Laraquete and Arauco filed a criminal complaint in Warranty Court for violation of Article 136
of the Fishing Law relating to potential harm to the fishing resources in the area of the Arauco Plant. The investigation is in progress in the District Attorneys office.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|C) | Arauco is subject to the following legal actions and proceedings affecting its Nueva Aldea Forestry Industrial Complex:
|-- | -----------------------------------------------------------------------------------------------------------------------



|1) | On April 8, 2005, several appeal claims were filed against the Resolution on Environmental Qualification of the Project of New Works and Updates of the Itata Forestry
Industrial Complex, which had been approved on March 10, 2005. The aforementioned appeals were filed by individuals who participated in the development of the Study on Environmental Impact, with the participation of citizens. On May 4 and
May 31, 2005, respectively, the Company and the Regional Environmental Commission of the Eighth Region informed the public about the appeals, which are currently in progress.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-26



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



|2) | On December 15, 2005, the Health SEREMI commenced a sanitary proceeding with regard to an accident involving the exposure of three employees of Echeverría Izquierdo
Montajes Industriales, S.A., while handling the equipment owned by a subcontractor of Echeverría Izquierdo Montajes Industriales, S.A. The Company was required to appear in the proceeding and submitted all required paperwork. The proceeding
is currently in progress.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3) | On April 10, 2006, the Company was notified of a protection proceeding filed by Mr. Víctor Alejandro Beltrán Flores. The protection proceeding requests
certain security and prevention measures that would guarantee the life and physical integrity of employees working in the construction of the Nueva Aldea pulp mill. The protection proceeding was rejected by the Appeal Court of Valdivia.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4) | In relation to the accident affectting three subcontractors employees informed above, the District Attorneys Office of Quirihue commenced an investigation, which is
currently in progress.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5) | In March 2006, several appeal claims were filed against the Resolution on Environmental Qualification of the Project of the Construction of the submarine emissary for riles
discharges to the ocean, which had been approved on February 20, 2006 by the National Environmental Commission (CONAMA). The aforementioned appeals were filed by individuals who participated in the development of the Study on Environmental
Impact, with the participation of citizens. On May 31, 2006, the Company informed the CONAMA about the appeals, which are currently in progress.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|D) | Arauco is subject to the following legal actions and proceedings affecting its Constitucion Plant:
|-- | --------------------------------------------------------------------------------------------------



|1) | On January 24, 2006, the Company was notified of a demand for an injunction brought by Mr. Alvaro Santa María Prieto and Mr. Alejandro Lagos Letelier in the
Court of Constitucion, seeking to modify the Companys activities in the area with respect to air quality control guidelines.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2) | On March 23, 2006, Rosalía Arellano Márquez, President of the Independent Workers Syndicate of Fishing men of Constitución, filed a protection proceeding
in connection with the riles discharge that resulted from the construction of a submarine emissary. Construction of the submarine emissary was approved by the Regional Environmental Commission of the Seventh Region on February 7, 2006. This
proceeding was rejected by the Appeal Court.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company is not currently involved in any other court proceedings or any other legal actions
that could significantly affect its financial, economic or operational conditions.



F-27



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



Other contingencies

The Electricity and Fuel Superintendent imposed sanctions on Araucos subsidiary Arauco Generación S.A. for alleged deficiencies in the Central Interconnected System. Arauco Generación S.A. is
appealing these sanctions in the Court of Justice and with the Superintendent, and the matter is currently pending resolution. The fines in question amount to Ch$111,130 thousand (U.S.$216.8 thousand at December 31, 2005), and have been
recorded in the Consolidated Financial Statements.

Guarantees

The Company has guaranteed the debt of one of its subsidiaries, Alto Paraná S.A. At December 31, 2005, the outstanding principal amount of the guaranteed debt totaled U.S.$250 million. This guarantee would
require payment by the Company in the event of default by Alto Paraná S.A.. The guarantee coincides with the terms of the note and expires in 2008. Arauco has no other material guarantees.

Environmental Proceedings

The Company and its
subsidiaries are subject to certain Chilean environmental laws and regulations. Under such regulations, the Company is required to conduct environmental impact studies of any future projects or activities that may affect the environment. These
regulations also establish procedures for private citizens to object to the plans or studies submitted by project owners. The extent to which such regulations will affect Arauco will depend upon how the authorized Chilean governmental agencies
decide to implement such legislation. Enforcement remedies could include temporary or permanent closure of facilities and fines.

Arauco
entered into various projects related to the improvement of, or investment in, product processes designed to protect the environment during the year ended December 31, 2005.

Arauco entered into a project to reduce gases and steam which are a by-product of the mill production process. Arauco has incurred costs of U.S.$20.2
million during 2005 (U.S.$651 thousand during 2004) and Arauco expects to incur an additional U.S.$30.3 million on this project.

The
Company entered into an environmental protection project in connection with the Valdivia Mill construction project. The Company has incurred costs of U.S.$1.7 million during 2004. The Company expects to incur an additional U.S.$253 thousand on this
project.

The Company entered into an environmental protection project in connection with the Nueva Aldea Mill construction project and the
Nueva Aldea Thermic Plant project. The Company has incurred costs of U.S.$21.7 million and expects to incur an additional U.S.$3.8 million.

The Company entered into a project to improve the evacuation of water and effluent treatment of the Paneles mill. The Company has incurred costs of U.S.$368 thousand in 2005 (U.S.$281 thousand during 2004) and expects to incur an additional
U.S.$225 thousand (U.S.$52 thousand in 2004).



F-28



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



The Companys subsidiaries Forestal Celco S.A., Forestal Cholguán S.A., Bosques Arauco
S.A. and Forestal Valdivia S.A. are implementing an environmental system regulated under a certification process pursuant to ISO 14.001. During 2005, these subsidiaries incurred U.S.$215 thousand in relation to this project (U.S.$159 thousand in
2004) and expect to incur an additional U.S.$65 thousand (U.S.$105 thousand in 2004).

Covenants

The Companys long-term borrowings require compliance with certain financial restrictions (see note 8). Non-compliance could result in these debts
becoming fully payable upon demand. Arauco was in compliance with all financial covenants at December 31, 2005.

NOTE 13 - SEGMENT INFORMATION

The Company operates principally in four identifiable product segments, which comprise the production and sales of goods for
(i) pulp products, (ii) forestry products, (iii) wood products and (iv) plywood and fiberboards panels. Pulp products include bleached and unbleached wood pulp products that result from the processing of pulp logs and chips.
Forestry products include sawlogs and pulpwood. Wood products include flitches, sawn timber (lumber) and remanufactured wood products. Plywood and fiberboards panels are consumer products manufactured at production facilities. Other services and
products include mainly forestry services performed by the Company and electricity generation, which began production in late 1996.

Total
revenues by segment include sales to unaffiliated customers, as reported in Araucos consolidated income statement, and inter-segment sales, which are accounted for at invoice price. Corporate expenses are allocated to the pulp segment.



|
|





|                                            |  |                              |  |           |  |              |  |                              |  |         |   |  |                                                      |   |  |             
|------------------------------------------- |  | ---------------------------- |  | --------- |  | ------------ |  | ---------------------------- |  | ------- | - |  | ---------------------------------------------------- | - |  | ------------
|                                            |  | Year ended December 31, 2005
|                                            |  | (ThU.S.$)                   
|                                            |  | Pulp                         |  | Forestry  |  | WoodProducts |  | Plywood andfiberboardspanels |  | Others  |   |  | Eliminations ofintercompany salesand corporateassets |   |  | Consolidated
|Sales to unaffiliated customers             |  | 991,157                      |  | 79,510    |  | 649,339      |  | 588,260                      |  | 65,641  |   |  |                                                     |   |  | 2,373,907   
|Inter-segment sales                         |  | 7,114                        |  | 497,117   |  | 306,677      |  | 296,612                      |  | 96,060  |   |  | (1,203,580                                           | ) |  |            
|                                            |  |                              |  |           |  |              |  |                              |  |         |   |  |                                                      |   |  |             
|Total sales revenue                         |  | 998, 271                     |  | 576,627   |  | 956,016      |  | 884,872                      |  | 161,701 |   |  | (1,203,580                                           | ) |  | 2,373,907   
|                                            |  |                              |  |           |  |              |  |                              |  |         |   |  |                                                      |   |  |             
|Operating income                            |  | 278,717                      |  | 130,684   |  | 92,338       |  | 136,634                      |  | (3,434  | ) |  |                                                     |   |  | 634,939     
|                                            |  |                              |  |           |  |              |  |                              |  |         |   |  |                                                      |   |  |             
|Identifiable assets as of December 31, 2005 |  | 2,985,769                    |  | 1,886,874 |  | 388,205      |  | 421,937                      |  | 24,443  |   |  | 406,791                                              |   |  | 6,114,019   
|                                            |  |                              |  |           |  |              |  |                              |  |         |   |  |                                                      |   |  |             



F-29



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             
|------------------------------------------- |  | ---------------------------- |  | --------- |  | ------------ |  | ---------------------------- |  | ------ |  | ---------------------------------------------------- | - |  | ------------
|                                            |  | Year ended December 31, 2004
|                                            |  | (ThU.S.$)                   
|                                            |  | Pulp                         |  | Forestry  |  | WoodProducts |  | Plywood andfiberboardspanels |  | Others |  | Eliminations ofintercompany salesand corporateassets |   |  | Consolidated
|Sales to unaffiliated customers             |  | 1,005,970                    |  | 61,685    |  | 612,572      |  | 373,750                      |  | 21,075 |  |                                                     |   |  | 2,075,052   
|Inter-segment sales                         |  | 2,602                        |  | 493,951   |  | 252,501      |  | 287,380                      |  | 48,640 |  | (1,085,074                                           | ) |  |            
|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             
|Total sales revenue                         |  | 1,008,572                    |  | 555,636   |  | 865,073      |  | 661,130                      |  | 69,715 |  | (1,085,074                                           | ) |  | 2,075,052   
|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             
|Operating income                            |  | 379,336                      |  | 112,594   |  | 144,887      |  | 125,965                      |  | 4,567  |  |                                                     |   |  | 767,349     
|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             
|Identifiable assets as of December 31, 2004 |  | 2,641,704                    |  | 1,462,896 |  | 363,958      |  | 326,479                      |  | 38,782 |  | 440,047                                              |   |  | 5,273,866   
|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             



|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             
|------------------------------------------- |  | ---------------------------- |  | --------- |  | ------------ |  | ---------------------------- |  | ------ |  | ---------------------------------------------------- | - |  | ------------
|                                            |  | Year ended December 31, 2003
|                                            |  | (ThU.S.$)                   
|                                            |  | Pulp                         |  | Forestry  |  | WoodProducts |  | Plywood andfiberboardspanels |  | Others |  | Eliminations ofintercompany salesand corporateassets |   |  | Consolidated
|Sales to unaffiliated customers             |  | 709,771                      |  | 33,306    |  | 401,578      |  | 296,941                      |  | 16,624 |  |                                                     |   |  | 1,458,220   
|Inter-segment sales                         |  | 2,666                        |  | 396,212   |  | 192,153      |  | 160,826                      |  | 30,966 |  | (782,823                                             | ) |  |            
|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             
|Total sales revenue                         |  | 712,437                      |  | 429,518   |  | 593,731      |  | 457,767                      |  | 47,590 |  | (782,823                                             | ) |  | 1,458,220   
|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             
|Operating income                            |  | 230,276                      |  | 105,033   |  | 46,844       |  | 71,039                       |  | 3,702  |  |                                                     |   |  | 456,894     
|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             
|Identifiable assets as of December 31, 2003 |  | 2,304,728                    |  | 1,243,308 |  | 310,430      |  | 286,158                      |  | 23,329 |  | 568,074                                              |   |  | 4,736,027   
|                                            |  |                              |  |           |  |              |  |                              |  |        |  |                                                      |   |  |             

Araucos sales revenue and property, plant, equipment and forests, detailed by country, were
as follows:



|          |  |                              |  |                                     
|--------- |  | ---------------------------- |  | ------------------------------------
|          |  | Year ended December 31, 2005
|          |  | (ThU.S.$)                   
|Country   |  | SalesRevenue (*)             |  | Property, plant,equipment and forest
|Chile     |  | 1,947,081                    |  | 3,656,129                           
|Argentina |  | 284,234                      |  | 699,773                             
|Brazil    |  | 142,592                      |  | 281,901                             
|          |  |                              |  |                                     
|Total     |  | 2,373,907                    |  | 4,637,803                           
|          |  |                              |  |                                     



F-30



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



|          |  |                              |  |                                     
|--------- |  | ---------------------------- |  | ------------------------------------
|          |  | Year ended December 31, 2004
|          |  | (ThU.S.$)                   
|Country   |  | SalesRevenue (*)             |  | Property, plant,equipment and forest
|Chile     |  | 1,818,534                    |  | 3,301,173                           
|Argentina |  | 256,518                      |  | 635,743                             
|          |  |                              |  |                                     
|Total     |  | 2,075,052                    |  | 3,936,916                           
|          |  |                              |  |                                     



|          |  |                              |  |                                     
|--------- |  | ---------------------------- |  | ------------------------------------
|          |  | Year ended December 31, 2003
|          |  | (ThU.S.$)                   
|Country   |  | SalesRevenue (*)             |  | Property, plant,equipment and forest
|Chile     |  | 1,256,293                    |  | 2,762,854                           
|Argentina |  | 201,927                      |  | 657,485                             
|          |  |                              |  |                                     
|Total     |  | 1,458,220                    |  | 3,420,339                           
|          |  |                              |  |                                     



|(*) | Sales revenues are attributed to countries based on the location of the sales office where the sale was recorded.
|--- | -----------------------------------------------------------------------------------------------------------------

Depreciation expense for Araucos segments was summarized as follows:



|                               |  |                         |  |         |  |        
|------------------------------ |  | ----------------------- |  | ------- |  | -------
|                               |  | Year ended December 31,
|Industry                       |  | 2005                    |  | 2004    |  | 2003   
|                               |  | (ThU.S.$)              
|Pulp                           |  | 115,858                 |  | 99,045  |  | 80,103 
|Forestry                       |  | 5,119                   |  | 6,823   |  | 5,118  
|Wood products                  |  | 19,145                  |  | 16,229  |  | 12,501 
|Plywood and fiberboards panels |  | 26,993                  |  | 15,256  |  | 13,103 
|Other                          |  | 3,176                   |  | 3,976   |  | 1,811  
|                               |  |                         |  |         |  |        
|Total depreciation             |  | 170,291                 |  | 141,329 |  | 112,636
|                               |  |                         |  |         |  |        



F-31



---

##### Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements



Capital expenditures for Araucos segments were summarized as follows:



|                               |  |                         |  |         |  |        
|------------------------------ |  | ----------------------- |  | ------- |  | -------
|                               |  | Year ended December 31,
|Industry                       |  | 2005                    |  | 2004    |  | 2003   
|                               |  | (ThU.S.$)              
|Pulp                           |  | 419,899                 |  | 348,040 |  | 379,109
|Forestry                       |  | 145,503                 |  | 289,073 |  | 88,965 
|Wood products                  |  | 10,653                  |  | 65,373  |  | 20,719 
|Plywood and fiberboards panels |  | 39,440                  |  | 42,485  |  | 23,074 
|Other                          |  | 2,842                   |  | 12,349  |  | 1,072  
|                               |  |                         |  |         |  |        
|Total capital expenditures     |  | 618,337                 |  | 757,320 |  | 512,939
|                               |  |                         |  |         |  |        

Non cash capital expenditure activity was U.S.$13.1 million, U.S.$(14.0) million, and U.S.$(9.7)
million for the years ended December 31, 2005, 2004 and 2003, respectively.

Araucos export sales detailed by major geographic
area were as follows:



|                                                    |  |                         |   |  |           |   |  |           |  
|--------------------------------------------------- |  | ----------------------- | - |  | --------- | - |  | --------- | -
|                                                    |  | Year ended December 31, |  
|                                                    |  | 2005                    |   |  | 2004      |   |  | 2003      |  
|                                                    |  | (ThU.S.$)               |  
|North America                                       |  | 631,487                 |   |  | 546,155   |   |  | 339,791   |  
|Central and South America                           |  | 129,832                 |   |  | 173,495   |   |  | 141,879   |  
|Asia                                                |  | 595,802                 |   |  | 637,455   |   |  | 453,801   |  
|Europe                                              |  | 357,030                 |   |  | 339,505   |   |  | 243,990   |  
|Other                                               |  | 142,448                 |   |  | 84,105    |   |  | 56,333    |  
|                                                    |  |                         |   |  |           |   |  |           |  
|Total export sales                                  |  | 1,856,599               |   |  | 1,780,715 |   |  | 1,235,794 |  
|                                                    |  |                         |   |  |           |   |  |           |  
|Export sales as a percentage of total sales revenue |  | 78.21                   | % |  | 85.82     | % |  | 84.75     | %

NOTE 14 - SUBSEQUENT EVENTS

No events have occurred since December 31, 2005 and up to the issue of these financial statements that may affect significantly the financial
situation of the Company.



F-32



---

##### Table of Contents

Index of Exhibits



|     |  |                                                                                                                                                                                  
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|1.1  |  | English translation of the by-laws (estatutos) of Celulosa Arauco y Constitución S.A., dated as of January 27, 2005                                                              
|     | 
|8.1  |  | List of subsidiaries                                                                                                                                                             
|     | 
|12.1 |  | Certification of chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                
|     | 
|12.2 |  | Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|     | 
|13.1 |  | Certification of chief executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|     | 
|15.1 |  | Valuation and qualifying accounts