##### Table of Contents

**As filed with the Securities and Exchange Commission on April 29, 2014**

 

 

 

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**
 
**

**FORM 20-F**

 

**
 
**

**ANNUAL REPORTPURSUANT TO SECTION 13 OR**

**15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2013**

**Commission File Number: 33-99720**

**CELULOSA ARAUCO Y CONSTITUCIÓNS.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**

**14th Floor**

**Las Condes, Santiago**

**Chile**

**(Address of principal executive offices)**

**Gianfranco Truffello**

**Tel.: 56-2-24617221**

**E-mail: gianfranco.truffello@arauco.cl**

**Avenida El Golf 150**

**14th Floor**

**Las Condes, Santiago**

**Chile**

**(Name, telephone, e-mail and/or facsimile number and address of company contact person)**

 

**
 
**

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

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:**

 

**Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of theclose of the period covered by the annual report:** Shares of Common Stock, without par value: 113,159.655. 

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

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

**Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). N/A**

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

Largeaccelerated filer   ̈                Acceleratedfiler   ̈                Non-accelerated filer  x

**Indicate by check mark which basis of accounting the registrant has used to prepare the financial statement included in this filing:**

 

**If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow**:****  Item 17  ̈  Item 18  ̈****

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

 

 

 

Table of Contents
**TABLE OF CONTENTS**

 
      **Page** PART I      1      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 
   21      Item 5.  
Operating and Financial Review and Prospects 
   49      Item 6.  
Directors, Senior Management and Employees 
   69      Item 7.  
Major Shareholders and Related Party Transactions 
   75      Item 8.  
Financial Information 
   77      Item 9.  
The Offer and Listing 
   81      Item 10.  
Additional Information 
   81      Item 11.  
Quantitative and Qualitative Disclosures About Market Risk 
   90      Item 12.  
Description of Securities Other than Equity Securities 
   91  PART II      92      Item 13.  
Defaults, Dividend Arrearages and Delinquencies 
   92      Item 14.  
Material Modifications to the Rights of Security Holders and Use of Proceeds 
   92      Item 15.  
Controls and Procedures 
   92      Item 16A.  
Audit Committee Financial Expert 
   93      Item 16B.  
Code of Ethics 
   93      Item 16C.  
Principal Accountant Fees and Services 
   93      Item 16D.  
Exemptions from the Listing Standards for Audit Committees 
   94      Item 16E.  
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 
   94      Item 16F.  
Change in Registrant’s Certifying Accountant 
   94      Item 16G.  
Corporate Governance 
   94      Item 16H.  
Mine Safety Disclosures 
   94  PART III