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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the transition period from to
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation)
(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report.
Series A Common Shares
Series B Common Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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 ☐
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.
Indicate by check mark whether the registrant has submitted, electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | by the International Accounting Standards Board ☒ | Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
TABLE OF CONTENTS
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 124 | |
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 126 | |
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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 126 | |
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F-1 | ||
ii
PRESENTATION OF INFORMATION
In this Annual Report on Form 20-F, except as otherwise provided or unless the context requires otherwise, all references to “we,” “us,” “Company” or “SQM” are to Sociedad Química y Minera de Chile S.A., an open stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile, and its consolidated subsidiaries.
All references to “US$,” “U.S. dollars,” “USD” and “dollars” are to United States dollars, references to “pesos,” “CLP” and “Ch$” are to Chilean pesos, references to ThUS$ are to thousands of United States dollars, references to ThCh$ are to thousands of Chilean pesos and references to “UF” are to Unidades de Fomento. The UF is an inflation-indexed, peso-denominated unit that is linked to, and adjusted daily to reflect changes in, the previous month’s Chilean consumer price index. As of December 31, 2022, UF 1.00 was equivalent to US$41.02 and Ch$35,110.98 according to the Chilean Central Bank (Banco Central de Chile). As of March 1, 2023, UF 1.00 was equivalent to US$42.80 and Ch$35,519.79.
The Republic of Chile is governed by a democratic government, organized in fifteen regions plus the Metropolitan Region (surrounding and including Santiago, the capital of Chile). Our production operations are concentrated in northern Chile, specifically in the Tarapacá Region and in the Antofagasta Region.
We use the metric system of weights and measures in calculating our operating and other data. The United States equivalent units of the most common metric units used by us are as shown below:
1 kilometer equals approximately 0.6214 miles
1 meter equals approximately 3.2808 feet
1 centimeter equals approximately 0.3937 inches
1 hectare equals approximately 2.4710 acres
1 metric ton (“MT” or “metric ton”) equals 1,000 kilograms or approximately 2,205 pounds.
We are not aware of any independent, authoritative source of information regarding sizes, growth rates or market shares for most of our markets. Accordingly, the market size, market growth rate and market share estimates contained herein have been developed by us using internal and external sources and reflect our best current estimates. These estimates have not been confirmed by independent sources.
Percentages and certain amounts contained herein have been rounded for ease of presentation. Any discrepancies in any figure between totals and the sums of the amounts presented are due to rounding.
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GLOSSARY
“assay values” Chemical result or mineral component amount contained by the sample.
“average global metallurgical recoveries” Percentage that measures the metallurgical treatment effectiveness based on the quantitative relationship between the initial product contained in the mine-extracted material and the final product produced in the plant.
“average mining exploitation factor” Index or ratio that measures the mineral exploitation effectiveness, based on the quantitative relationship between (in-situ mineral minus exploitation losses) / in-situ mineral.
“CAGR” Compound annual growth rate, the year over year growth rate of an investment over a specified period of time.
“cash and cash equivalents” The International Accounting Standards Board (IASB) defines cash and cash equivalents as short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
“CCHEN” The Chilean Nuclear Energy Commission (Comisión Chilena de Energía Nuclear).
“Controller Group” * A person or company or group of persons or companies that according to Chilean law, have executed a joint performance agreement, that have a direct or indirect share in a company’s ownership and have the power to influence the decisions of the company’s management.
“Corfo” Production Development Corporation (Corporación de Fomento de la Producción), formed in 1939, a Chilean national organization in charge of promoting Chile’s manufacturing productivity and commercial development.
“CMF” The Chilean Financial Market Commission. (La Comisión para el Mercado Financiero).
“cut-off grade” The minimal assay value or chemical amount of some mineral component above which exploitation is economical.
“dilution” Loss of mineral grade because of contamination with barren material (or waste) incorporated in some exploited ore mineral.
“exploitation losses” Amounts of ore mineral that have not been extracted in accordance with exploitation designs.
“fertigation” The process by which plant nutrients are applied to the ground using an irrigation system.
“geostatistical analysis” Statistical tools applied to mining planning, geology and geochemical data that allow estimation of averages, grades and quantities of mineral resources and reserves.
“heap leaching” A process whereby minerals are leached from a heap, or pad, of ROM (run of mine) ore by leaching solutions percolating down through the heap and collected from a sloping, impermeable liner below the pad.
“horizontal layering” Rock mass (stratiform seam) with generally uniform thickness that conform to the sedimentary fields (mineralized and horizontal rock in these cases).
“hypothetical resources” Mineral resources that have limited geochemical reconnaissance, based mainly on geological data and sample assay values spaced between 500–1000 meters.
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“Indicated Mineral Resource” ** That part of a mineral resource with a level of geological confidence between that of measured and inferred resources; quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.
“Inferred Mineral Resource” ** That part of a mineral resource with the lowest level of geological confidence; quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.
“industrial crops” Refers to crops that require processing after harvest in order to be ready for consumption or sale. Tobacco, tea and seed crops are examples of industrial crops.
“Kriging Method” A technique used to estimate ore reserves, in which the spatial distribution of continuous geophysical variables is estimated using control points where values are known.
“LIBOR” London Inter Bank Offered Rate.
“limited reconnaissance” Low or limited level of geological knowledge.
“Measured Mineral Resource” ** That part of a mineral resource with the highest level of geological confidence; quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit.
“metallurgical treatment” A set of chemical and physical processes applied to the caliche ore and to the salar brines to extract their useful minerals (or metals).
“Mineral Reserve” ** An estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
“Mineral Resource” ** A concentration or occurrence of material of economic interest in or on the earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
“ore depth” Depth of the mineral that may be economically exploited.
“ore type” Main mineral having economic value contained in the caliche ore (sodium nitrate or iodine).
“ore” A mineral or rock from which a substance having economic value may be extracted.
“Probable Mineral Reserve” ** The economically mineable part of an indicated and, in some cases, a measured mineral resource.
“Proven Mineral Reserve” ** The economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.
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“solar salts” A mixture of 60% sodium nitrate and 40% potassium nitrate used in the storage of thermo-energy.
“vat leaching” A process whereby minerals are extracted from crushed ore by placing the ore in large vats containing leaching solutions.
“waste” Rock or mineral which is not economical for metallurgical treatment.
“Weighted average age” The sum of the product of the age of each fixed asset at a given facility and its current gross book value as of December 31, 2022 divided by the total gross book value of the Company’s fixed assets at such facility as of December 31, 2022.
* | The definition of a Controller Group that has been provided is the one that applied to the Company. Chilean law provides for a broader definition of a “controller group”, as such term is defined in Title XV of Chilean Law No. 18,045. (Ley de Mercado de Valores or the “Securities Market Law”) |
** | The definitions we use for resources and reserves are as defined in subpart 1300 of SEC Regulation S-K. |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 20-F contains statements that are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not based on historical facts and reflect our expectations for future events and results. Words such as “believe,” “expect,” “predict,” “anticipate,” “intend,” “estimate,” “should,” “may,” “likely,” “could” or similar expressions may identify forward-looking information. These statements appear throughout this Form 20-F and include statements regarding the intent, belief or current expectations of the Company and its management, including but not limited to any statements concerning:
| ● | trends affecting the prices and volumes of the products we sell and the effects on our results; |
| ● | level of reserves, quality of the ore and brines, and production levels and yields; |
| ● | our capital investment program and financing sources |
| ● | our Sustainable Development Plan; |
| ● | development of new products, anticipated cost synergies and product and service line growth; |
| ● | our business outlook, future economic performance, anticipated profitability, revenues, expenses, or other financial items; |
| ● | the future impact of competition; and |
| ● | regulatory changes. |
Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements included in this Form 20-F, including, without limitation, the information under “Item 4. Information on the Company,” “Item Number 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk.” Factors that could cause actual results to differ materially include, but are not limited to:
| ● | volatility of global prices for our products; |
| ● | political, economic and demographic developments in certain emerging market countries, where we conduct a large portion of our business; |
| ● | the impact of the global COVID-19 pandemic, including any new strain and any associated economic downturn on our future operating and financial performance; |
| ● | changes in production capacities; |
| ● | the nature and extent of future competition in our principal markets; |
| ● | our ability to implement our capital expenditures program, including our ability to obtain financing when required; |
| ● | changes in raw material and energy prices; |
| ● | currency and interest rate fluctuations; |
| ● | risks relating to the estimation of our reserves; |
| ● | changes in quality standards or technology applications; |
| ● | adverse legal, regulatory or labor disputes or proceedings; |
| ● | changes in governmental regulations; |
| ● | a potential change of control of our company; and |
| ● | additional risk factors discussed below under Item 3. “Key Information—Risk Factors." |
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SUMMARY OF RISK FACTORS
Risks Relating to our Business
| ● | Our inability to extend or renew on favorable terms the mineral exploitation rights relating to the Salar de Atacama concession beyond their current expiration date in December 2030 could have a material adverse effect on our business, financial condition and results of operations. |
| ● | Volatility of world lithium, fertilizer and other chemical prices and changes in production capacities could affect our business, financial condition and results of operations. |
| ● | Our sales could be impacted by global shipping constraints. |
| ● | Our sales to emerging markets and expansion strategy expose us to risks related to economic conditions and trends in those countries. |
| ● | Our inventory levels may vary for economic or operational reasons. |
| ● | New production of iodine, potassium nitrate or lithium from current or new competitors in the markets in which we operate could adversely affect prices. |
| ● | We have a capital expenditure program that is subject to significant risks and uncertainties. |
| ● | High raw materials and energy prices could increase our production costs of sales, and energy may become unavailable at any price. |
| ● | Our reserve estimates could be subject to significant changes, which may have a material adverse effect on our business, financial condition and results of operations. |
| ● | Chemical and physical properties of our products could adversely affect their commercialization. |
| ● | Changes in technology or other developments could result in preferences for substitute products. |
| ● | We are exposed to labor strikes and labor liabilities that could impact our production levels and costs. |
| ● | We are and might be subject to new and upcoming labor laws and regulations in Chile and may be exposed to liabilities and potential costs for non-compliance. |
| ● | Lawsuits and arbitrations could adversely impact us. |
| ● | We have operations in multiple jurisdictions with differing regulatory, tax and other regimes. |
| ● | Environmental laws and regulations could expose us to higher costs, liabilities, claims and failure to meet current and future production targets. |
| ● | A significant percentage of our shares are held by two principal shareholder groups. Any change in such principal shareholder groups may result in a change of control of the Company or of its Board of Directors or its management, which may have a material adverse effect on our business, financial condition and results of operations. |
| ● | Tianqi is a significant shareholder and a competitor of the Company, which could result in risks to free competition. |
| ● | Our information technology systems may be vulnerable to disruption which could place our systems at risk from data loss, operational failure, or compromise of confidential information. |
| ● | International trade tensions could have a negative effect on our financial performance. |
| ● | Heightened tensions in international relations with China could result in political and economic measures against Chinese-owned companies, which may adversely impact our business, financial condition, and results of operations. |
| ● | Outbreaks of communicable infections or diseases, or other public health pandemics, such as COVID-19, have impacted and may further impact the markets in which we, our customers and our suppliers operate or market and sell products and could have a material adverse effect on our operations business, financial condition and results of operations. |
| ● | If our stakeholders and other constituencies believe we fail to appropriately address sustainability and other environmental, social and governance (ESG) concerns, it may adversely affect our business. |
| ● | Climate change and a global transition to a low carbon economy can create physical risks and other risks that could adversely affect our business and operations and adverse weather conditions or significant changes in weather patterns could have a material adverse impact on our results of operations. |
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Risks Relating to Financial Markets
| ● | Currency fluctuations may have a negative effect on our financial performance. |
| ● | We may be subject to risks associated with the discontinuation, reform or replacement of benchmark indices. |
Risks Relating to Chile
| ● | The new National Lithium Strategy announced by the Chilean government in April 2023 has created and may continue to create uncertainty in the Chilean lithium industry, which could have a material adverse effect on our business performance or the value of our shares and ADSs. |
| ● | As we are a company based in Chile, we are exposed to political risks and civil unrest in Chile. |
| ● | Changes to the Chilean Constitution could impact a wide range of rights, including mining rights and water rights. |
| ● | Changes in regulations regarding, or any revocation or suspension of mining, port or other concessions could affect our business, financial condition and results of operations. |
| ● | Changes in water rights laws and other regulations could affect our business, financial condition and results of operations. |
| ● | The Chilean Congress is considering a draft bill that declares lithium mining to be in the national interest, which if passed in its current form, could enable the expropriation of our lithium assets. |
| ● | The Chilean government could levy additional taxes on mining companies, which may include lithium exploitation companies, operating in Chile. |
| ● | New legislation affecting mining licenses could materially adversely affect our mining licenses and mining concessions. |
| ● | Ratification of the International Labor Organization’s Convention 169 concerning indigenous and tribal peoples might affect our development plans. |
| ● | Chile has different corporate disclosure and accounting standards than those you may be familiar with in the United States. |
| ● | Chile is located in a seismically active region. |
Risks Relating to our Shares and ADSsThe price of our ADSs and the U.S. dollar value of any dividends will be affected by fluctuations in the U.S. dollar/Chilean peso exchange rate.
| ● | Developments in other emerging markets could materially affect the value of our ADSs and our shares. |
| ● | The volatility and low liquidity of the Chilean securities markets could affect the ability of our shareholders to sell our ADSs. |
| ● | Our share or ADS price may react negatively to future acquisitions, divestitures, capital increases and investments. |
| ● | ADS holders may be unable to enforce rights under U.S. securities laws. |
| ● | As preemptive rights may be unavailable for our ADS holders, they have the risk of their holdings being diluted if we issue new stock. |
| ● | If we were classified as a Passive Foreign Investment Company by the U.S. Internal Revenue Service, there could be adverse consequences for U.S. investors. |
| ● | Receipt of dividends and distributions by ADS holders may be limited by practical considerations and legal limitations, which may delay the payment and receipt of dividends and distributions by ADS holders. |
| ● | Changes in Chilean tax regulations could have adverse tax consequences for U.S. investors. |
General Risks
| ● | If measures to minimize bad debt exposure are ineffective or our accounts receivable increase significantly, it may result in losses that could have a material adverse effect on our business, financial condition and results of operations. |
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| ● | Failure to comply with Chilean and international anti-corruption, anti-bribery, anti-money laundering and trade laws to which we are subject could adversely impact our business, financial condition and results of operations. |
x
PART I
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.KEY INFORMATION
3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
3.D. Risk Factors
Our operations are subject to certain risk factors that may affect SQM’s business, financial condition, cash flows, or results of operations. In addition to other information contained in this Annual Report on Form 20-F, you should carefully consider the risks described below. These risks are not the only ones we face. Additional risks not currently known to us or that are known but that we currently believe are not significant may also affect our business operations. Our business, financial condition, cash flows or results of operations could be materially affected by any of these risks.
Risks Relating to our Business
Our inability to extend or renew on favorable terms the mineral exploitation rights relating to the Salar de Atacama concession, upon which our business is substantially dependent, beyond their current expiration date in December 2030 could have a material adverse effect on our business, financial condition and results of operations.
Our subsidiary SQM Salar S.A. (“SQM Salar”), as leaseholder, holds exclusive and temporary rights to exploit mineral resources in the Salar de Atacama in northern Chile. These rights are owned by Corfo, a Chilean government entity, and leased to SQM Salar pursuant to (i) a lease agreement over mining exploitation concessions with Corfo, as amended from time to time, and (ii) the Salar de Atacama project agreement with Corfo, as amended from time to time (collectively, the “Corfo Agreements”). The Corfo Agreements provide for SQM Salar to (i) make quarterly lease payments to Corfo based on product sales from the leased mining properties and annual contributions to research and development, to local communities, to the Antofagasta Regional Government and to the municipalities of San Pedro de Atacama, María Elena and Antofagasta, (ii) maintain Corfo’s rights over the mining exploitation concessions and (iii) make annual payments to the Chilean government for such concession rights. The Corfo Agreements expire on December 31, 2030. Under the Corfo Agreements, Corfo will use its best efforts to initiate a public bidding or contracting process for a contract for the exploitation of the Salar de Atacama properties no later than June 30, 2027 and to complete the process no later than July 30, 2029, except if a force majeure event occurs. However, this timetable may change as a consequence of the new National Lithium Strategy announced by the Chilean government in April 2023. See also “— Risks Relating to Chile — The new National Lithium Strategy announced by the Chilean government in April 2023 has created and may continue to create uncertainty in the Chilean lithium industry, which could have a material adverse effect on our business performance or the value of our shares and ADSs.”
1
Our business is substantially dependent on the exploitation rights under the Corfo Agreements, since all of our products originating from the Salar de Atacama are derived from our extraction operations under the Corfo Agreements. For the year ended December 31, 2022, revenues related to products originating from the Salar de Atacama represented 80% of our consolidated revenues, consisting of revenues from our potassium business line and our lithium and derivatives business line for the period. As of December 31, 2022, only 8 years remain on the term of the Corfo Agreements and we had extracted approximately 38% of the total permitted accumulated extraction and sales limit of lithium under the lithium extraction and sales limits.
Although we expect to begin the process of discussing the extension or renewal of the mineral exploitation rights in the Salar de Atacama under the Corfo Agreements with Corfo well in advance of the December 2030 expiration date, we cannot assure you that we will successfully reach an agreement with Corfo to extend or renew our mineral exploitation rights beyond 2030. Any negotiation with Corfo for an extension or renewal could involve renegotiation of any or all of the terms and conditions of the Corfo Agreements, including, among other things, the lithium and potassium extraction and sales limits, the lease payment rates and calculations, or other payments to Corfo. The terms of such negotiations may also be impacted by the New National Lithium Strategy announced by the Chilean government in April 2023. See also “— Risks Relating to Chile — The new National Lithium Strategy announced by the Chilean government in April 2023 has created and may continue to create uncertainty in the Chilean lithium industry, which could have a material adverse effect on our business performance or the value of our shares and ADSs.”
In the event that we are not able to extend or renew the Corfo Agreements beyond the current expiration date in 2030, we would be unable to continue extraction of lithium and potassium under the Corfo Agreements, which could have a material adverse effect on our business, financial condition and results of operations.
Volatility of world lithium, fertilizer and other chemical prices and changes in production capacities could affect our business, financial condition and results of operations.
The prices of our products are determined principally by world prices, which, in some cases, have been subject to substantial volatility in recent years. World lithium, fertilizer and other chemical prices constantly vary depending upon the relationship between supply and demand at any given time. Supply and demand dynamics for our products are tied to a certain extent to global economic cycles and have been impacted by circumstances related to such cycles. Furthermore, the supply of lithium, certain fertilizers, or other chemical products, including certain products that we provide, varies principally depending on the production of the major producers, (including us) and their respective business strategies.
We expect that prices for the products we manufacture will continue to be influenced, among other things, by worldwide supply and demand and the business strategies of major producers. Some of the major producers (including us) have increased or decreased production and have the ability to increase or decrease production.
As a result of the above, the prices of our products may be subject to substantial volatility. For example, during 2022, average lithium prices increased from US$9,300 per metric ton in 2021 to a high of US$52,000 per metric ton during the year ended December 31, 2022 . High volatility or a substantial decline in the prices or sales volumes of one or more of our products could have a material adverse effect on our business, financial condition and results of operations.
Our sales could be impacted by global shipping constraints
We sell our products in more than 110 countries in the world. Our products are shipped in containers or break bulk format from the port terminals in Antofagasta, Tocopilla, Mejillones and Iquique in Chile. Current challenges in the global shipping industry have led to congestion in ports, a shortage in containers, and a lack of space on ships. Because of this situation, we face a risk of potential supply chain disruptions that may adversely affect our operations and ability to deliver our products to our customers. Depending on the terms of shipments to customers, the risk of loss related to these shipping issues could fall on us. Additionally, our revenues and collections may also be adversely affected by significant increases in the cost of transportation, as a result of increases in fuel or labor costs, higher demand for logistics services, or otherwise, and transportation delays that could have a negative impact on our sales agreements and customer relationships.
2
Our sales to emerging markets and expansion strategy expose us to risks related to economic conditions and trends in those countries.
We sell our products in more than 110 countries around the world. In 2022, approximately 67% of our sales were made in emerging market countries: 58% in Asia and Oceania (excluding Australia, Japan, New Zealand, South Korea and Singapore), 3% in Latin America (excluding Chile); 3% in Africa and the Middle East (excluding Israel); and 3% in Chile. In Note 23.1 to our consolidated financial statements, we reported revenues from Chile, Latin America and the Caribbean and Asia and others of US$8.9 billion. We expect to expand our sales in these and other emerging markets in the future. In addition, we may carry out acquisitions or joint ventures in jurisdictions in which we currently do not operate, relating to any of our businesses or to new businesses in which we believe we may have sustainable competitive advantages. The results of our operations and our prospects in other countries in which we establish operations will depend, in part, on the general level of political stability, economic activity and policies in those countries as well as the duration of the COVID-19 or other pandemics. Future developments in the political systems or economies of these countries or the implementation of future governmental policies in those countries, including the imposition of withholding and other taxes, restrictions on the payment of dividends or repatriation of capital, the imposition of import duties or other restrictions, the imposition of new environmental regulations or price controls or changes in relevant laws or regulations, could have a material adverse effect on our business, financial condition and results of operations in those countries.
Our inventory levels may vary for economic or operational reasons.
In general, economic conditions or operational factors can affect our inventory levels. Higher inventories carry a financial risk due to increased need for cash to fund working capital and could imply an increased risk of loss of product. At the same time, lower levels of inventory can hinder the distribution network and process, thus impacting sales volumes. There can be no assurance that inventory levels will remain stable. These factors could have a material adverse effect on our business, financial condition and results of operations.
New production of iodine, potassium nitrate or lithium from current or new competitors in the markets in which we operate could adversely affect prices.
In recent years, new and existing competitors have increased the supply of iodine, potassium nitrate and lithium, which has affected prices for those products. Further production increases could negatively impact prices. There is limited information on the status of new iodine, potassium nitrate or lithium production capacity expansion projects being developed by current and potential competitors and, as such, we cannot make accurate projections regarding the capacities of possible new entrants into the market and the dates on which they could become operational. If these potential projects are completed in the short term, they could adversely affect market prices and our market share, which, in turn, could have a material adverse effect on our business, financial condition and results of operations.
We have a capital expenditure program that is subject to significant risks and uncertainties.
Our business is capital intensive. Specifically, the exploration and exploitation of reserves, mining and processing costs, the maintenance of machinery and equipment and compliance with applicable laws and regulations require substantial capital expenditures. We must continue to invest capital to maintain or to increase our exploitation levels and the amount of finished products we produce. For example, we have a US$3.4 billion investment plan for the years 2023-2025. The plan will allow us to expand our operations of lithium, iodine and nitrate by accessing natural resources both in the Salar de Atacama and caliche ore deposits in Chile, through the 50,0000 metric ton Mt. Holland lithium hydroxide project in Western Australia (a joint venture that we are developing with our partner Wesfarmers) and the development of a 20,000 metric ton lithium hydroxide plant in China which will be fed with lithium sulfate sourced from the Salar de Atacama. The plan also aims to increase our mining capacity while protecting the environment, reduce operational costs and increase our annual production capacity of nitrates and iodine to meet expected growth in those markets.
Mining industry development projects typically require a number of years and significant expenditures before production can begin. Such projects could experience unexpected problems and delays during development, construction and start-up.
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Our decision to develop a project typically is based on the results of feasibility studies, which estimate the anticipated economic returns of a project. The actual project profitability or economic feasibility may differ from such estimates as a result of any of the following factors, among others:
| ● | changes in tonnage, grades and metallurgical characteristics of ore or other raw materials to be mined and processed; |
| ● | estimated future prices of the relevant products; |
| ● | changes in customer demand; higher construction and infrastructure costs; |
| ● | the quality of the data on which engineering assumptions were made; |
| ● | higher production costs; adverse geotechnical conditions; |
| ● | availability of adequate labor force; availability and cost of water and energy; |
| ● | availability and cost of transportation; fluctuations in inflation and currency exchange rates; |
| ● | availability and terms of financing; |
| ● | and potential delays relating to social and community issues. |
In addition, we require environmental permits for our new projects. Obtaining permits in certain cases may cause significant delays in the execution and implementation of new projects and, consequently, may require us to reassess the related risks and economic incentives.
This may require modifying our operations to incorporate the use of seawater and updating our mining equipment and operational centers.
We cannot assure you that we will be able to maintain our production levels or generate sufficient cash flow or that we will have access to sufficient investments, loans or other financing alternatives, to continue our activities at or above present levels, or that we will be able to implement our projects or receive the necessary permits required for them in time. Any or all of these factors may have a material adverse effect on our business, financial condition and results of operations.
High raw materials and energy prices could increase our production costs and cost of sales, and energy may become unavailable at any price.
We rely on certain raw materials and various energy sources (diesel, electricity, liquefied natural gas, fuel oil and others) to manufacture our products. Purchases of energy and raw materials we do not produce constitute an important part of our cost of sales (excluding the payments to Corfo) was approximately 22% in 2022. In addition, we may not be able to obtain energy at any price if supplies are curtailed or otherwise become unavailable. To the extent we are unable to pass on increases in the prices of energy and raw materials to our customers or we are unable to obtain energy, our business, financial condition and results of operations could be materially adversely affected.
Our reserve estimates could be subject to significant changes, which may have a material adverse effect on our business, financial condition and results of operations.
Our caliche ore mining reserve estimates and our Salar de Atacama brine mining reserve estimates are prepared by qualified persons and this information is presented in our technical report summaries prepared and filed as required by subpart 1300 of Regulation S-K. Estimation methods involve numerous uncertainties as to the quantity and quality of the reserves, and reserve estimates could change upwards or downwards. A downward change in our estimates and/or quality of our reserves could affect future volumes and costs of production and therefore have a material adverse effect on our business, financial condition and results of operations.
Chemical and physical properties of our products could adversely affect their commercialization.
Since our products are derived from natural resources, they contain inorganic impurities that may not meet certain customer or government standards. As a result, we may not be able to sell our products if we cannot meet such requirements. In addition, our cost of production may increase in order to meet such standards. Failure to meet such standards could
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materially adversely affect our business, financial condition and results of operations if we are unable to sell our products in one or more markets or to important customers in such markets.
Changes in technology or other developments could result in preferences for substitute products.
Our products, particularly iodine, lithium and their derivatives, are preferred raw materials for certain industrial applications, such as rechargeable batteries and liquid-crystal displays (LCDs). Changes in technology, the development of substitute products or other developments could adversely affect demand for these and other products which we produce. In addition, other alternatives to our products may become more economically attractive as global commodity prices shift. Any of these events could have a material adverse effect on our business, financial condition and results of operations.
We are exposed to labor strikes and labor liabilities that could impact our production levels and costs.
We are exposed to labor strikes and labor liabilities that could impact our production levels and costs. Over 93% of our employees are employed in Chile, of which approximately 77% were represented by 22 labor unions as of December 31, 2022. As of December 31, 2022, fifteen collective bargaining agreements had been renegotiated in advance and the remaining seven should be negotiated during 2023. We are exposed to labor strikes and illegal work stoppages by both our own employees and our independent contractors’ employees that could impact our production levels in both our own plants and our independent contractors’ plants. If a strike or illegal work stoppage occurs and continues for a sustained period of time, we could be faced with increased costs and even disruption in our product flow that could have a material adverse effect on our business, financial condition and results of operations.
We are and might be subject to new and upcoming labor laws and regulations in Chile and may be exposed to liabilities and potential costs for non-compliance.
We are subject to recently enacted and might be subject to new local labor laws and regulations that govern, among other things, the relationship between us and our employees and will be subject to new labor bills currently under discussion in the Chilean Congress, mainly as a result of the impact of the global COVID-19 pandemic as well as to the economic and political volatility and civil unrest in Chile beginning in October and November 2019. There have been changes and proposed changes to various labor laws which include, but are not limited to, modifications related to teleworking, inclusion of workers with disabilities, minimum wage, unemployment insurance benefits, employee and employer relationships, pensions, profit sharing, regular work hours and other matters related to COVID-19.
Additionally, the Chilean Congress is currently discussing a bill, Bulletin No. 11179-13, which proposed a reduction of the weekly working schedule from 45 to 40 hours. The bill was approved by the Chamber of Representatives (Camara de Diputados) and is currently being discussed by the Senate. Reducing the working schedule may imply an increase in the labor cost of both direct employees and outsourced personnel. Any changes to regulations to which we are subject could have a material adverse effect on our business, financial condition and results of operations.
Lawsuits and arbitrations could adversely impact us.
We are party to a range of lawsuits and arbitrations involving different matters as described in Note 20 to our Consolidated Financial Statements and “Item 8.A. Legal Proceedings.” Although we intend to defend our positions vigorously, our defense of these actions may not be successful and responding to such lawsuits and arbitrations diverts our management’s attention from day-to-day operations. Adverse judgments or settlements in these lawsuits may have a material adverse effect on our business, financial condition and results of operations. In addition, our strategy of being a world leader includes entering into commercial and production alliances, joint ventures and acquisitions to improve our global competitive position. As these operations increase in complexity and are carried out in different jurisdictions, we may be subject to legal proceedings that, if settled against us, could have a material adverse effect on our business, financial condition and results of operations.
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We have operations in multiple jurisdictions with differing regulatory, tax and other regimes.
We operate in multiple jurisdictions with complex regulatory environments that are subject to different interpretations by companies and respective governmental authorities. These jurisdictions may have different tax codes, environmental regulations, labor codes and legal framework, which adds complexity to our compliance with these regulations. Any failure to comply with such regulations could have a material adverse effect on our business, financial condition and results of operations.
Environmental laws and regulations could expose us to higher costs, liabilities, claims and failure to meet current and future production targets.
Our operations in Chile are subject to national and local regulations relating to environmental protection. In accordance with such regulations, we are required to conduct environmental impact studies or statements before we conduct any new projects or activities or significant modifications of existing projects that could impact the environment or the health of people in the surrounding areas. We are also required to obtain an environmental license for those projects and activities. The Chilean Environmental Assessment Service (Servicio de Evaluación Ambiental) or “SEA” evaluates environmental impact studies and statements submitted for its approval. The public, government agencies or local authorities may review and challenge projects that may adversely affect the environment, either before these projects are executed or once they are operating, if they fail to comply with applicable regulations. In order to ensure compliance with environmental regulations, Chilean authorities may impose fines up to approximately US$9 million per infraction, revoke environmental permits or temporarily or permanently close facilities, among other enforcement measures.
Chilean environmental regulations have become increasingly stringent in recent years, both with respect to the approval of new projects and in connection with the implementation and development of projects already approved, and we believe that this trend is likely to continue. Given public interest in environmental enforcement matters, these regulations or their application may also be subject to political considerations that are beyond our control.
We regularly monitor the impact of our operations on the environment and on the health of people in the surrounding areas and have, from time to time, made modifications to our facilities to minimize any adverse impact. Future developments in the creation or implementation of environmental requirements or their interpretation could result in substantially increased capital, operation or compliance costs or otherwise adversely affect our business, financial condition and results of operations.
The success of our current investments at the Salar de Atacama and Nueva Victoria is dependent on the behavior of the ecosystem variables being monitored over time. If the behavior of these variables in future years does not meet environmental requirements, our operation may be subject to important restrictions by the authorities on the maximum allowable amounts of brine and/or water extraction. For example, on December 13, 2017, the Environmental Court of Antofagasta ordered a temporary and partial closure of certain water extraction wells located in the Salar de Llamara. In October 2018, the Environmental Court of Antofagasta accepted our claim, and dismissed the restrictions without prejudice. It is possible that third parties could seek to reinstate these restrictions in the future. On December 26, 2019, the same Court ruled that the environmental compliance plan presented by SQM Salar S.A. with respect to the Salar de Atacama and approved by the Chilean Environmental Enforcement Authority (Superintendencia del Medio Ambiente) or “SMA” in January 2019, did not comply with certain completeness and efficiency requirements of the Chilean environmental legislation.
In September 2021, SQM Salar S.A. proposed to the SMA a new environmental compliance plan, which was approved by the SMA and it’s currently subject to review by the Environmental Court of Antofagasta after a claim was file by an indigenous association. We believe that the new proposed environmental compliance plan, safeguards the protection of the environment and is evaluating all courses of action available under applicable law with respect to this ruling.
Our future development depends on our ability to sustain future production levels, which requires additional investments and the submission of the corresponding environmental impact studies or statements. If we fail to obtain approval or required environmental licenses, our ability to maintain production at specified levels will be seriously impaired, thus having a material adverse effect on our business, financial condition and results of operations.
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In addition, our worldwide operations are subject to international and local environmental regulations. Since environmental laws and regulations in the different jurisdictions in which we operate may change, we cannot guarantee that future environmental laws, or changes to existing environmental laws, will not materially adversely impact our business, financial condition and results of operations.
A significant percentage of our shares are held by two principal shareholder groups who may have interests that are different from that of other shareholders and of each other. Any change in such principal shareholder groups may result in a change of control of the Company or of its Board of Directors or its management, which may have a material adverse effect on our business, financial condition and results of operations.
As of March 15, 2023, two principal shareholder groups held in the aggregate 47.92% of our total outstanding shares, including 92.89% of our Series A common shares, and have the power to elect six of our eight directors. The interests of the two principal shareholder groups may in some cases differ from those of other shareholders and of each other.
As of March 15, 2023, one principal shareholder group is Sociedad de Inversiones Pampa Calichera S.A. and its related companies, Inversiones Global Mining Chile Limitada and Potasios de Chile S.A. (together, the “Pampa Group”), which owned approximately 25.76% of the total outstanding shares of SQM, and another principal shareholder is Tianqi Lithium Corporation (“Tianqi”), which directly and indirectly owned approximately 22.16% of the total outstanding shares of SQM.
The divestiture by the Pampa Group or Tianqi, or potential changes in the circumstances that have led to the determination of the CMF that there is currently no controlling shareholder of the Company, or a combination thereof, may have a material adverse effect on our business, financial condition and results of operations.
Tianqi is a significant shareholder and a competitor of the Company, which could result in risks to free competition
Tianqi is a competitor in the lithium business, and as a result of the number of SQM shares that it owns, it has the right to choose up to three Board members. Under Chilean law, we are restricted in our ability to decline to provide information about us, which may include competitively sensitive information, to a director of our company. On August 27, 2018, Tianqi and the Chilean antitrust regulator, the Chilean National Economic Prosecutor’s Office (Fiscalía Nacional Económica), or FNE, entered into an extrajudicial agreement, under which certain restrictive measures were implemented in order to (i) maintain the competitive conditions of the lithium market, (ii) mitigate the risks described in the agreement and (iii) limit Tianqi’s access to certain information of the Company and its subsidiaries, which is defined as “sensitive information” under the agreement.
During the approval process of the extrajudicial agreement before the FNE, we expressed our concerns regarding the measures contained in the extrajudicial agreement since, in the Company’s opinion, the measures (i) could not effectively resolve the risks that Tianqi and the FNE have sought to mitigate, (ii) are not sufficient to avoid access to our “sensitive information” that, in the possession of a competitor, could harm us and the proper functioning of the market and (iii) could contradict the Chilean Corporations Act.
The presence of a shareholder which is at the same time a competitor of ours and the right of this competitor to choose Board members could generate risks to free competition and/or increase the risks of an investigation of free competition against us, whether in Chile or in other countries, all of which could have a material adverse effect on our business, financial condition and results of operations.
Our information technology systems may be vulnerable to disruption which could place our systems at risk from data loss, operational failure, or compromise of confidential information.
We rely on various computer and information technology systems, and on third party developers and contractors, in connection with our operations, including two networks that link our principal subsidiaries to our operating and administrative facilities in Chile and other parts of the world and ERP software systems, which are used mainly for accounting, monitoring of supplies and inventories, billing, quality control, research activities, and production process and maintenance control. In addition, we use cloud technologies, which allows us to support new business processes and
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respond quickly and at low cost to changing conditions in our business and of the markets. Our information technology systems are susceptible to disruption, damage or failure from a variety of sources, including errors by employees or contractors, computer viruses, cyber-attacks, misappropriation of data by outside parties, and various other threats. We have taken measures to identify and mitigate these risks with the object of reducing operational risk and improving security and operational efficiency, which also includes modernization of existing information technology infrastructure and communications systems. However, we cannot guarantee that due to the increasing sophistication of cyber-attacks our systems will not be compromised and because we do not maintain specialized cybersecurity insurance, our insurance coverage for protection against cybersecurity risk may not be sufficient. Cybersecurity breaches could result in losses of assets or production, operational delays, equipment failure, inaccurate recordkeeping, or disclosure of confidential information, any of which could result in business interruption, reputational damage, lost revenue, litigation, penalties or additional expenses and could have a material adverse effect on our business, financial condition and results of operations.
International trade tensions could have a negative effect on our financial performance.
Economic conditions in China, an important market for the Company, are sensitive to global economic conditions. The global financial markets have experienced significant disruptions in the past, including the recent international trade disputes and tariff actions announced by the United States, China and certain other countries. The U.S. government has imposed significant tariffs on Chinese goods, and Chinese government has, in turn, imposed tariffs on certain goods manufactured in the United States. There is no assurance that the list of goods impacted by additional tariffs will not be expanded or the tariffs will not be increased materially. We are unable to predict how China or U.S. government policy, in particular, the outbreak of a trade war between China and the United States and additional tariffs on bilateral imports, may continue to impact global economic conditions. If the list of goods is further expanded or the tariff is further increased, global economic conditions of both countries could be impacted, and growth in demand for lithium or other commodities could decrease, which may have a material adverse effect on our business, financial condition and results of operations.
Heightened tensions in international relations with China could result in political and economic measures against Chinese-owned companies, which may adversely impact our business, financial condition, and results of operations.
As of December 31, 2022, one of our largest shareholders is Tianqi, a Chinese company, with a 22.16% ownership interest and board representation. Recently there have been heightened tensions in international relations between the United States and Europe, on the one hand, and China. International trade disputes and tariff actions announced by the United States, China and certain other countries and other trade restrictions] have affected both diplomatic and economic ties among countries. This environment could result in political and economic measures against Chinese-owned companies. Any further deterioration in the relationship between China, the United States and certain other countries may limit our ability to invest and develop projects in certain countries and adversely impact our business, financial condition, and results of operations.
Outbreaks of communicable infections or diseases, or other public health pandemics, such as the outbreak of COVID-19 impacted and may further impact the markets in which we, our customers and our suppliers operate or market and sell products and could have a material adverse effect on our operations business, financial condition and results of operations.
Disease outbreaks and other public health conditions, such as the global outbreak of COVID-19, could have a significant negative impact on our revenues, profitability and business. During 2020 and 2021, the Chilean government imposed several measures that affected our operations, including mandatory quarantines for people who have been in contact with infected people, restrictions on the number of people that could be together, and lockdowns on specific communities that suffered higher rates of infection or death, among others.
As a precaution, our management voluntarily implemented several additional measures to help reduce the speed at which COVID-19 spread in our company, including measures to mitigate the spread in the workplace, significant reductions in employee travel and a mandatory quarantine for people who have arrived from high-risk destinations. These measures were made in consultation with governmental and international health organization guidelines.
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It is difficult to predict the potential impact of another disease outbreak or public health condition on international financial markets and the potential impact if businesses, workers, customers and others.
If our stakeholders and other constituencies believe we fail to appropriately address sustainability and other environmental, social and governance (ESG) concerns it may adversely affect our business.
In October 2020, we announced our sustainable development plan, which includes voluntarily expanding our monitoring systems, promoting better and more profound conversations with neighboring communities and becoming carbon neutral and reducing water by 65% and brine extraction by 50% of our authorized limits. We also announced a goal of obtaining international certifications and participating in international sustainability indices which we consider essential for a sustainable future.
Since our sustainable development plan was announced, we have participated in voluntary qualifications, such as Ecovadis, international certifications, such as Responsible Conduct from the Association of Chemical Industries of Chile, Protect&Sustain from the International Fertilizer Association, ISO 14001, ISO 45001 and ISO 50001, and the Standard IRMA Certification Audit, to promote responsible mining.
In 2021, the Port of Tocopilla was certified for Responsible Conduct, obtaining level 2 certification. Likewise, during 2022, the Nueva Victoria site was recertified, obtaining level 1 certification. The Protect&Sustain certification applies to the operations of Coya Sur, Salar de Atacama, Antofagasta, Santiago and the Port of Tocopilla.
During 2022, the external IRMA on-site certification audit (phase 2) began in the Salar de Atacama operation, and we expect to receive the final results during 2023.
Regarding the ISO management systems, the Port of Tocopilla was certified in January 2022 in ISO 14001. We completed phase 2 of ISO 14001 and 45001 certification process in the Salar de Atacama and the Carmen chemical plant, and continued with the implementation process of ISO 50001 in the Salar de Atacama and Nueva Victoria to support decarbonization goals associated with energy management systems.
During 2022, we participated in the Dow Jones Sustainability Indices (DJSI) assessment and were accepted into the MILA and Chile indices for the third consecutive year and were included in the Sustainability Yearbook 2023. We evaluated ourselves in Carbon Disclosure Project (CDP) where we received a category B rating, which is in the management band, higher than the South American region average (category C) and higher than the Chemicals sector average (category B-).
While we are dedicated to our efforts related to sustainability, if we fail to address appropriately all relevant stakeholders’ concerns in connection with ESG criteria, we may face opposition, which could negatively affect our reputation, delay operations, or lead to litigation threats or actions. If we do not maintain our reputation with key stakeholders and constituencies and effectively manage these sensitive issues, they could adversely affect our business, results of operations, and financial condition.
Climate change and a global transition to a low carbon economy can create physical risks and other risks that could adversely affect our business and operations and adverse weather conditions or significant changes in weather patterns could have a material adverse impact on our results of operations.
The impact of climate change and climate change-driven responses, such as a global transition to a low carbon economy on our operations and our customers’ operations, remains uncertain, but the regulatory, market-risks associated with climate change as well as the physical effects of climate change could have an adverse effect on us and our customers as experts believe that climate change may be associated with more extreme weather conditions These effects could include, but may not be limited to, changes in regional weather patterns, including drought and rainfall levels, water availability, sea levels, storm patterns and intensities and temperature levels, including increased volatility in seasonal temperatures via excessively hot or cold temperatures. These extreme weather conditions could vary by geographic location.
Climate-derived threats include, among others, changes in regional weather patterns, including changes in precipitation and evaporation parameters that, on the one hand, intensify drought phenomena, affecting the availability of water and, on
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the other hand, bring intense rains in short periods of time that generate other unwanted events that affect our operation and also our surrounding communities, such as road closures, infrastructure, landslides, among others. Additionally, rising sea levels and storm surges, increasing the days of port closures could impact the supply chain affecting our customers and suppliers. Other events such as storm patterns and intensities, increased wind speed, heat waves, cold waves, among other events considered as acute physical risks of climate change. Other effects are related to temperature levels, including increased volatility in seasonal temperatures through excessively high or low temperatures. These extreme weather conditions may vary by geography and location. Weather conditions have historically caused volatility in the agricultural industry (and indirectly in our results of operations) by causing crop failures or significantly reduced harvests, which can adversely affect application rates, demand for our plant nutrition products and our customers’ creditworthiness. Weather conditions can also lead to a reduction in farmable acres, flooding, drought or wildfires, which could also adversely impact growers’ crop yields and the uptake of plant nutrients, reducing the need for application of plant nutrition products for the next planting season which could result in lower demand for our plant nutrition products and negatively impact the prices of our products.
Any prolonged change in weather patterns in our markets, as a result of climate change or otherwise, could have a material adverse impact on the results of our operations.
Risks Relating to Financial Markets
Currency fluctuations may have a negative effect on our financial performance.
We transact a significant portion of our business in U.S. dollars, and the U.S. dollar is the currency of the primary economic environment in which we operate. In addition, the U.S. dollar is our functional currency for financial statement reporting purposes. A significant portion of our costs, however, is related to the Chilean peso. Therefore, an increase or decrease in the exchange rate between the Chilean peso and the U.S. dollar would affect our costs of production. The Chilean peso has been subject to large devaluations and revaluations in the past and may be subject to significant fluctuations in the future. As of December 31, 2022, the Chilean peso exchange rate was Ch$855.86 per U.S. dollar, while as of December 31, 2021 the Chilean peso exchange rate was Ch$844.69 per U.S. dollar. The Chilean peso therefore depreciated against the U.S. dollar by 1.3% in 2022. As of March 1, 2023, the Observed Exchange Rate was Ch$829.97 per U.S. dollar.
As an international company operating in several other countries, we also transact business and have assets and liabilities in other non-U.S. dollar currencies, such as, among others, the Euro, the South African rand, the Mexican peso, the Chinese yuan, the Thai baht and the Brazilian real.
As a result, fluctuations in the exchange rates of such foreign currencies to the U.S. dollar may have a material adverse effect on our business, financial condition and results of operations.
We may be subject to risks associated with the discontinuation, reform or replacement of benchmark indices.
Interest rate, foreign exchange rate and other types of indices which are deemed to be “benchmarks” are the subject of increased regulatory scrutiny and may be discontinued, reformed or replaced. For example, in 2017, the U.K. Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the London interbank offered rate (“LIBOR”) benchmark after 2021. This reform will, and other future reforms may, cause benchmarks to be different than they have been in the past, or to disappear entirely, or have other consequences which cannot be fully anticipated which introduces a number of risks for our business. These risks include (i) legal risks arising from potential changes required to document new and existing transactions; (ii) financial risks arising from any changes in the valuation of financial instruments linked to benchmark rates; (iii) pricing risks arising from how changes to benchmark indices could impact pricing mechanisms on some instruments; (iv) operational risks arising from the potential requirement to adapt IT systems, trade reporting infrastructure and operational processes; and (v) conduct risks arising from the potential impact of communication with customers and engagement during the transition period. Various replacement benchmarks, and the timing of and mechanisms for implementation are being considered. The transition away from LIBOR to risk-free reference rates (RFRs) requires financial firms to make a variety of internal changes, for example updating front-and back-office systems, retraining staff and redesigning processes, as well as potentially modifying or renegotiating potentially thousands of LIBOR-linked contracts. All banks and other financial market participants must
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eliminate their dependence on LIBOR by the end of June 2023 if they are to avoid disruption when the publication of LIBOR ceases. Although as of December 31, 2022 we had approximately US$70 million short- and long-term debt that use a LIBOR benchmark, it is not currently possible to determine whether, or to what extent, any such changes would affect us. However, the discontinuation or reformation of existing benchmark rates or the implementation of alternative benchmark rates may have a material adverse effect on our business, financial condition and results of operations.
In addition to the financial benchmarks, there are also market benchmarks used for the pricing of our long-term supply contracts, which may also be subject to regulatory scrutiny, or which may be discontinued, reformed or replaced. For example, for some of our long-term supply contracts, prices reference to indices prepared by commodity reporting agencies such as the Shanghai Metals Market (SMM) and Fastmarkets.
Risks Relating to Chile
The new National Lithium Strategy announced by the Chilean government in April 2023 has created and may continue to create uncertainty in the Chilean lithium industry, which could have a material adverse effect on our business performance or the value of our shares and ADSs.
On April 20, 2023, President Boric announced a new National Lithium Strategy that would, among other things, create a National Lithium Company (subject to approval by the Chilean Congress), with one of its objectives being to provide for the Chilean state’s participation in lithium-related activities in the Salar de Atacama.
In connection with the announcement, President Boric provided statements with respect to the following matters:
| ● | Under the National Lithium Strategy, Codelco (the Chilean state-owned copper producer) would be tasked by Corfo to lead the formation of the new National Lithium Company and would become its majority shareholder. Codelco would also be designated to lead negotiations with SQM to seek participation in SQM’s operations in the Salar de Atacama prior to its expiration in 2030, as well as similar negotiations with other mining companies operating in the Salar de Atacama. President Boric and Corfo have affirmed that the terms of existing mining leases in the Salar de Atacama would be respected and any Chilean state participation in their operations would be with the agreement of the applicable counterparty. |
| ● | For areas already under development by Codelco and Enami (the Chilean state-owned minerals company) for lithium, new lithium exploration and exploitation contracts would only be granted by the Chilean state to Codelco and Enami subsidiaries, who would decide whether or not to partner with private parties for the development projects. There would be a public bid process for exploration rights over unexplored areas. Any private entities seeking exploitation rights would be required to partner with a state-owned company who would be the controller of the project if it is declared to be strategic for the country. |
There can be no assurance that the necessary elements of the National Lithium Strategy requiring Congressional action will be approved by the Chilean Congress. The new National Lithium Strategy has created and may create uncertainty in the Chilean lithium industry, which could impact whether SQM will obtain an extension or renewal of the mineral exploitation rights in the Salar de Atacama concession under the Corfo Agreements beyond their expiration in December 2030 or to what extent the Chilean state will participate in SQM’s interest in its current Salar de Atacama mineral exploitation operations prior to the December 2030 expiration of the Corfo Agreements Codelco is a new participant in the Chilean lithium industry and SQM does not have prior experience in negotiating with Codelco. In addition, either the Chilean government or SQM could allow the lease to expire in 2030 in accordance with its terms. See “— Risks Relating to our Business — Our inability to extend or renew on favorable terms the mineral exploitation rights relating to the Salar de Atacama concession, upon which our business is substantially dependent, beyond their current expiration date in December 2030 could have a material adverse effect on our business, financial condition and results of operations.”
For the year ended December 31, 2022, revenues related to products originating from the Salar de Atacama represented (i) 80% of our consolidated revenues for all products and (ii) approximately 76% of our consolidated revenues for lithium
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products. The new National Lithium Strategy has created and may continue to create uncertainty in the Chilean lithium industry, which could have a material adverse effect on our business performance or the value of our shares and ADSs.
See “— Risks Relating to Our Business — Our inability to extend or renew on favorable terms the mineral exploitation rights relating to the Salar de Atacama concession, upon which our business is substantially dependent, beyond their current expiration date in December 2030 could have a material adverse effect on our business, financial condition and results of operations.”
As we are a company based in Chile, we are exposed to political risks and civil unrest in Chile.
Our business, financial conditions and results of operations could be affected by changes in policies of the Chilean government, other political developments in or affecting Chile, legal changes in the standards or administrative practices of Chilean authorities or the interpretation of such standards and practices, over which we have no control. The Chilean government has modified, and has the ability to modify, monetary, fiscal, tax, social and other policies in order to influence the Chilean economy or social conditions. We have no control over government policies and cannot predict how those policies or government intervention will affect the Chilean economy or social conditions, or, directly and indirectly, our business, financial conditions and results of operations. Changes in policies involving exploitation of natural resources, taxation and other matters related to our industry may adversely affect our business, financial conditions and results of operations.
We are exposed to economic and political volatility and civil unrest in Chile. Changes in social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in Chile, as well as crises and political uncertainties in Chile, could adversely affect economic growth in Chile. In October and November 2019, Chile experienced riots and widespread mass demonstrations in Santiago and other major cities in Chile, triggered by an increase in public transportation fares in the city of Santiago, which involved violence and significant property damage and caused commercial disruptions throughout the country. As a result, on October 18, 2019 the Chilean government declared a 15-day period state of emergency and imposed a nighttime curfew in the greater Santiago region and other cities. The state of emergency has since been lifted and the Chilean government has introduced several social reforms.
In December 2021, Chile elected Gabriel Boric as the new president. President Boric took office on March 11, 2022 and his agenda is mainly focused on the elimination of private pension funds, social security programs, increases in the minimum wage and pensions, and increases in corporate taxes. President Boric is also a strong supporter of constitutional reforms and the drafting of a new Constitution. While it is still very early in President Boric’s term and there is uncertainty regarding how President Boric’s reforms may affect the political and business climate in Chile in the future, it is possible that these reforms could lead to higher-than-expected inflation levels, unemployment, higher corporate taxes and financial constraints on small and medium-sized companies, any of which could have an adverse effect on our business, results of operations, and financial condition.
Future adverse developments in Chile, including political events, financial or other crises, changes to policies regarding foreign exchange controls, regulations, and taxation, may impair our ability to execute our business plan and could adversely affect our growth, results of operations, and financial condition. Inflation, devaluation, social instability, and other political, economic, or diplomatic developments could also reduce our profitability. Economic and market conditions in Chilean financial and capital markets may be affected by international events, which could unfavorably affect the value of our securities.
Changes to the Chilean Constitution could impact a wide range of rights, including mining rights and water rights, and could affect our business, financial conditions and results of operations.
On July 4, 2021, a Constitutional Convention was installed with the purpose of drafting a proposal of new Constitution within one year. The proposal drafted by the Constitutional Convention was submitted to a national compulsory plebiscite on September 4, 2022. This plebiscite resulted into the rejection of such proposal with 61.86% of voters rejecting the proposal drafted by the Constitutional Convention, and 37.14% of them approving it. Consequently, the 1980 Constitution remains in force.
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However, on December 12, 2022, almost all political parties represented at the National Congress agreed upon the basis for the drafting and the approval of a new Constitution. This agreement led to the approval of Law No. 21,533, which was published in the Official Gazette on January 17, 2023. Law No. 21,533 creates the following institutions: (i) a Commission of Experts; (ii) a Constitutional Council; and (iii) an Admissibility Technical Committee. The Commission of Experts will be responsible for writing a preliminary draft, which will be used by the Constitutional Council as basis for the discussion and composition of a proposal of new Constitution. Both, the Commission of Experts and the Constitutional Council, must respect certain minimal contents, called “essential institutional principles”. For example, (i) Chile is a democratic republic; (ii) the Chilean State is unitary and decentralized; (iii) the Chilean national is only one and indivisible; (iv) Chile is a social and democratic State governed by the rule of law, that promotes the progressive development of social rights in accordance with the principle of fiscal responsibility, and through State and private institutions; (v) the Chilean State is divided into three separate and independent branches, i.e. the Executive, Legislative and Judicial Powers; (vi) the head of the Government will have exclusive initiative of the bills of law that involve public expenditure; (vii) the Legislative Power will be composed of a Chamber of Representatives and a Senate; and (viii) the recognition of the right to property and its different manifestations, amongst other rights.
In order to ensure that the essential institutional principles are respected and included in the new constitutional proposal, the Admissibility Technical Committee will be in charge of: (i) determining, upon request of the members of the Constitutional Council or Commission of Experts, whether an approved provision should be declared inadmissible on the ground that it contradicts the essential institutional principles; or (ii) instructing the Commission of Experts to draft a proposal of provision in case one or more of the referred principles have been omitted.
The final proposal of a new Constitution must be approved by 3/5 of the seats in the Constitutional Council. This proposal will then be submitted to a national plebiscite with mandatory vote in which citizens will decide whether to approve or reject the proposal.
Please note that the constitutional process has not yet started. The installation of the Commission of Experts and the Admissibility Technical Committee took place on March 6, 2023, and the investiture of the Constitutional Council is scheduled for June 7, 2023.
As a result of the new constituent process, a wide range of rights could potentially be under consideration for reform, including mining rights and water rights. There can be no assurance that the Constitutional Council will agree on a proposal of new Constitution that will be approved by the Chilean citizens on December 17, 2023. It can be neither affirmed that the Chilean citizens will approve any kind of proposal of new Constitution to replace the current one. Any changes to rights under a new Chilean Constitution could change the political situation of Chile and affect the Chilean economy and the business outlook for the country generally and our business, results of operations, and financial conditions.
If the proposal of new Constitution is rejected, the existing Chilean Constitution, which has been in place since 1980, will remain in effect.
Changes in regulations regarding, or any revocation or suspension of mining, port or other concessions could affect our business, financial condition and results of operations.
We conduct our mining operations, including brine extraction, under exploitation and exploration concessions granted in accordance with provisions of the Chilean Constitution and related laws and statutes. Our exploitation concessions essentially grant a perpetual right (with the exception of the rights granted to SQM Salar with respect to the Salar de Atacama concessions under the Corfo Agreements described above, which expires in 2030) to conduct mining operations in the areas covered by the concessions, provided that we pay annual concession fees. Our exploration concessions permit us to explore for mineral resources on the land covered thereby for a specified period of time and to subsequently request a corresponding exploitation concession. Any changes to the Chilean Constitution with respect to the exploitation and exploration of natural resources and concessions granted as a result of the constitutional convention could materially adversely affect our existing exploitation and exploration concessions or our ability to obtain future concessions and could have a material adverse effect on our business, financial condition and results of operations.
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We also operate port facilities at Tocopilla, Chile, for the shipment of products and the delivery of raw materials pursuant to maritime concessions, which have been granted under applicable Chilean laws and are normally renewable on application, provided that such facilities are used as authorized and annual concession fees are paid.
Any significant adverse changes to any of these concessions, any changes to regulations to which we are subject or adverse changes to our other concession rights, or a revocation or suspension of any of our concessions, could have a material adverse effect on our business, financial condition and results of operations.
Changes in water rights laws and other regulations could affect our business, financial condition and results of operations.
We hold water use rights that are key to our operations. These rights were obtained from the Chilean Water Authority (Dirección General de Aguas) for supply of water from rivers and wells near our production facilities, which we believe are sufficient to meet current operating requirements.
In January 2022, the Chilean Congress approved a bill that amends the Chilean Water Code (Código de Agua), which was published on April, 6, 2022, becoming an applicable Chilean law. This modification introduces several changes to the Water Code. A significant amendment is the change in the time periods for which the water rights were granted. According to this new legislation, water rights: (1) will have a temporary nature being granted for a maximum of 30 years (the specific period will depend on the characteristic of the riverbed and its water availability); (2) will be subject, in whole or in part, to expiration for its non-use; (3) will have to give human consumption and sanitation priority in the use of water (establishing priority orders and possible limitations in the granting and use of water depending on its destination); (4) will be subject to a minimum ecological flow to ensure nature conservation and environmental protection, as determined by the Chilean Water Authority; and (5) will be subject to the obligation of registration in the respective Real Estate Registry and in the Public Water Cadaster of the Chilean Water Authority, and to sanctions of expiration and fines in case of non-compliance. It shall be noted that the water regulation and its distribution will probably be one of the most important focuses of the new constitutional process, and therefore, new changes may come into effect.
The Chilean Congress is considering a draft bill that declares lithium mining to be in the national interest, which if passed in its current form, could enable the expropriation of our lithium assets.
The Chilean Congress is currently discussing a bill, Bulletin No. 10,638-08, which “Declares the exploitation and commercialization of lithium and Sociedad Química y Minera de Chile S.A. to be of national interest.” The purpose of this bill is to enable the potential expropriation of our assets, or our lithium operations in general. The bill is subject to further discussion in the Chilean Congress, which includes several possible changes to its current wording. We cannot guarantee that the bill will not eventually be approved by the Chilean Congress, or that its final wording will not refer to us or our lithium operations. If the bill is approved as currently drafted, it could have a material adverse effect on our business, financial condition and results of operations.
The Chilean government could levy additional taxes on mining companies, which may include lithium exploitation companies, operating in Chile.
The Chilean Internal Revenue Service (“SII” in its Spanish acronym) has sought to broaden the application of the specific tax on mining activities in Chile to the extraction of lithium, a substance that is not concessionable by law, and has levied taxes as of December 31, 2022, in the amount of US$ 127.1 million on SQM Salar for the tax years 2012 to 2018 (business years 2011 to 2017) on that basis. SQM Salar paid the tax assessments and filed three tax claims against the SII challenging these taxes and in two of the cases, covering the 2012-2014 and 2015-2016 tax years, the Santiago Court of Appeal ruled invalid the first instance ruling handed down by the Tax and Customs Court, in each ruling, ordering the case reopened with the competent judge hearing evidence in the case. In the third case covering the 2017-2018 tax years, the Tax and Customs Court upheld SQM Salar’s claim and ordered that these tax assessments be annulled. In 2022, the SII assessed SQM Salar US$ 36.8 million for the 2019 tax year with respect to the specific mining tax and other adjustments, which SQM Salar intends to appeal within the one-year appeal period. While the SII has not issued an assessment for the specific mining tax for the 2020 and later tax years, if the SII uses criteria similar to that used in previous years, it may issue an assessment in the future for these tax periods, which we estimate could result in a potential assessment by the SII of
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approximately US$ 745.3 million (after deduction of the corporate income tax), exclusive of interests and fines. To date, we have not recorded any effect corresponding to the 2019 tax assessment or any potential assessments for later tax periods in our profit and loss statements. If the SII ultimately prevails in the pending legal proceedings or continues to assess additional taxes based on its interpretation of the application of the specific mining tax to lithium extraction, it could have a material adverse effect on our business, financial condition and results of operations.
Since 2006, a specific mining tax has applied to copper mining activities in Chile. The Chilean Congress is currently discussing a bill (Bulletin No. 12,093-08), which proposes to institute a royalty tax to replace the mining tax. In the bill currently under consideration, the royalty tax would have an ad valorem component based on a fixed percentage of annual sales of copper applicable to mining operators with sales above a specified threshold level and a variable component based on a variable rate applied to the mining operator’s adjusted taxable mining operating income. While the bill in its current form would not apply to the lithium mining industry, the bill is subject to further discussion and amendment by the Chilean Congress. We cannot assure you whether the bill will be approved by the Chilean Congress in its current form or if additional changes may be incorporated, including to extend its application to the lithium industry in Chile. If the final bill adopted imposes a new tax on the lithium exploitation, it could have a material adverse effect on our business, financial condition and results of operations.
New legislation affecting mining licenses could materially adversely affect our mining licenses and mining concessions.
Law No. 21,420, published in the Official Gazette on February 4, 2022, reduces or eliminates certain tax exemptions in order to finance a new social security program called “Universal Guaranteed Pension”. Among other changes, this law contemplates amendments to the Chilean Mining Code, such as: (i) the increase in the value of the mining licenses related to the mining concessions (an increase of at least 4 times the previous value); (ii) the modification of the term on which the mining exploration concessions are granted and the prohibition on the holder to obtain a new mining exploration concession in the same area once the previous concession has expired; and (iii) amendments to the mining concessions award process.
Ratification of the International Labor Organization’s Convention 169 concerning indigenous and tribal peoples might affect our development plans.
Chile, a member of the International Labor Organization (“ILO”), has ratified the ILO’s Convention 169 (the “Indigenous Rights Convention”) concerning indigenous and tribal people. The Indigenous Rights Convention established several rights for indigenous people and communities. Among other rights, the Indigenous Rights Convention states that (i) indigenous groups should be notified and consulted prior to the development of any project on land deemed indigenous, although veto rights are not mentioned, and (ii) indigenous groups have, to the extent possible, a stake in benefits resulting from the exploitation of natural resources in indigenous land. The extent of these benefits has not been defined by the Chilean government. The Chilean government has addressed item (i) above through Supreme Decree No. 66, issued by the Social Development Ministry. This decree requires government entities to consult indigenous groups that may be directly affected by the adoption of legislative or administrative measures, and it also defines criteria for the projects or activities that must be reviewed through the environmental evaluation system that also require such consultation. To the extent that the new rights outlined in the Indigenous Rights Convention become laws or regulations in Chile, judicial interpretations of the convention of those laws or regulations could affect the development of our investment projects in lands that have been defined as indigenous, which could have a material adverse effect on our business, financial condition and results of operations. The Chilean Supreme Court has consistently held that consultation processes must be carried out in the manner prescribed by the Indigenous Rights Convention.
The consultation process may cause delays in obtaining regulatory approvals, including environmental permits, as well as public opposition by local and/or international political, environmental and ethnic groups, particularly in environmentally sensitive areas or in areas inhabited by indigenous populations. Furthermore, the omission of the consultation process when required by law may result in the revocation or annulment of regulatory approvals, including environmental permits already granted.
Consequently, operating projects may be affected since the omission of the consultation process, when required by law, could lead to public law annulment actions pursuing the annulment of the environmental permits granted.
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However, this risk frequently arises during the environmental assessment phase when the environmental permits are to be obtained. In such scenario, affected parties may take several legal actions to declare null or void the environmental permits that omitted the consultation process, and in some cases, courts have overturned environmental approvals in which consultation was not made as prescribed in the Indigenous Rights Convention.
If the Indigenous Rights Convention affects our development plans, it could have a material adverse effect on our business, financial condition and results of operations.
Chile has different corporate disclosure and accounting standards than those you may be familiar with in the United States.
Accounting, financial reporting and securities disclosure requirements in Chile differ in certain significant respects from those required in the United States. Accordingly, the information about us available to you will not be the same as the information available to holders of securities issued by a U.S. company. In addition, although Chilean law imposes restrictions on insider trading and price manipulation, applicable Chilean laws are different from those in the United States, and the Chilean securities markets are not as highly regulated and supervised as the U.S. securities markets.
Chile is located in a seismically active region.
Chile is prone to earthquakes because it is located along major fault lines. During 2017-2022, Chile has experienced several earthquakes which had a magnitude of over 6.0 on the Richter scale. There were also earthquakes in the past decade that caused substantial damage to some areas of the country. Chile has also experienced volcanic activity. A major earthquake or a volcanic eruption could have significant negative consequences for our operations and for the general infrastructure, such as roads, rail, and access to goods, in Chile. Although we maintain industry standard insurance policies that include earthquake coverage, we cannot assure you that a future seismic or volcanic event will not have a material adverse effect on our business, financial condition and results of operations.
Risks Relating to our Shares and to our ADSs
The price of our ADSs and the U.S. dollar value of any dividends will be affected by fluctuations in the U.S. dollar/Chilean peso exchange rate.
Chilean trading in the shares underlying our ADSs is conducted in Chilean pesos. The depositary for our ADSs will receive cash distributions that we make with respect to the shares in Chilean pesos. The depositary will convert such Chilean pesos to U.S. dollars at the then prevailing exchange rate to make dividend and other distribution payments in respect of ADSs. If the value of the Chilean peso falls relative to the U.S. dollar, the value of the ADSs and any distributions to be received from the depositary will decrease.
Developments in other emerging markets could materially affect the value of our ADSs and our shares.
The Chilean financial and securities markets are, to varying degrees, influenced by economic and market conditions in other emerging market countries or regions of the world. Although economic conditions are different in each country or region, investor reaction to developments in one country or region can have significant effects on the securities of issuers in other countries and regions, including Chile and Latin America. Events in other parts of the world may have a material effect on Chilean financial and securities markets and on the value of our ADSs and our shares.
The prices of securities issued by Chilean companies, including banks, are influenced to varying degrees by economic and market considerations in other countries. We cannot assure you that future developments in or affecting the Chilean economy, including consequences of economic difficulties in other markets, will not materially and adversely affect our business, financial condition or results of operations.
We are exposed to risks related to the weakness and volatility of the economic and political situation in Asia, the United States, Europe, other parts of Latin America and other nations. Although economic conditions in Europe and the United
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States may differ significantly from economic conditions in Chile, investors’ reactions to developments in these other countries may have an adverse effect on the market value of securities of Chilean issuers.
If these, or other nations’ economic conditions deteriorate, the economy in Chile, as both a neighboring country and a trading partner, could also be affected and could experience slower growth than in recent years, with possible adverse impact on our borrowers and counterparties.
The volatility and low liquidity of the Chilean securities markets could affect the ability of our shareholders to sell our ADSs.
The Chilean securities markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. The volatility and low liquidity of the Chilean markets could increase the price volatility of our ADSs and may impair the ability of a holder to sell our ADSs or to sell the shares underlying our ADSs into the Chilean market in the amount and at the price and time the holder wishes to do so.
Our share or ADS price may react negatively to future acquisitions, divestitures, capital increases and investments.
As world leaders in our core businesses, part of our strategy is to look for opportunities that will allow us to consolidate and strengthen our competitive position in jurisdictions in which we currently do not operate. Pursuant to this strategy, we may carry out acquisitions or joint ventures relating to any of our businesses or to new businesses in which we believe we may have sustainable competitive advantages. We may also seek to strengthen our leadership position in our core businesses through divestitures of certain assets or stakes in subsidiaries that we believe will allow us to concentrate our efforts on our core businesses. Depending on our capital structure at the time of any acquisitions or joint ventures, we may need to raise significant debt and/or equity which will affect our financial condition and future cash flows. We may also carry out capital increases, such as the one undertaken in 2021, in order to raise capital for our capital plan. In addition, any divestitures we effect may not result in strengthening our position in our core businesses as anticipated. Any change in our financial condition could affect our results of operations and negatively impact our share or ADS price.
ADS holders may be unable to enforce rights under U.S. securities laws.
Because we are a Chilean company subject to Chilean law, the rights of our shareholders may differ from the rights of shareholders in companies incorporated in the United States, and ADS holders may not be able to enforce or may have difficulty enforcing rights currently in effect under U.S. federal or state securities laws.
Our company is an open stock corporation incorporated under the laws of the Republic of Chile. Most of our directors and officers reside outside the United States, principally in Chile. All or a substantial portion of the assets of these persons are located outside the United States. As a result, if any of our shareholders, including holders of our ADSs, were to bring a lawsuit against our officers or directors in the United States, it may be difficult for them to effect service of legal process within the United States upon these persons. Likewise, it may be difficult for them to enforce judgments obtained in United States courts based upon the civil liability provisions of the federal securities laws in the United States against them in the United States.
In addition, there is no treaty between the United States and Chile providing for the reciprocal enforcement of foreign judgments. However, Chilean courts have enforced judgments rendered in the United States, provided that the Chilean court finds that the United States court respected basic principles of due process and public policy. Nevertheless, there is doubt as to whether an action could be brought successfully in Chile in the first instance on the basis of liability based solely upon the civil liability provisions of the United States federal securities laws.
As preemptive rights may be unavailable for our ADS holders, they have the risk of their holdings being diluted if we issue new stock.
Chilean laws require companies to offer their shareholders preemptive rights whenever issuing new shares of capital stock so shareholders can maintain their existing ownership percentage in a company. If we increase our capital by issuing new shares, a holder may subscribe for up to the number of shares that would prevent dilution of the holder’s ownership interest.
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If we issue preemptive rights, United States holders of ADSs would not be able to exercise their rights unless a registration statement under the Securities Act were effective with respect to such rights and the shares issuable upon exercise of such rights or an exemption from registration were available. We cannot assure holders of ADSs that we will file a registration statement or that an exemption from registration will be available. Although in connection with the 2021 capital increase, we filed a registration statement that permitted holders of ADSs to exercise preemptive rights, we may, in our absolute discretion, decide not to prepare and file such a registration statement in a future capital increase. If our ADS holders were unable to exercise their preemptive rights in a future capital increase because we do not file a registration statement, the ADS depositary would attempt to sell their rights and distribute the net proceeds from the sale to them, after deducting the depositary’s fees and expenses. If the ADS depositary is not able sell the rights, the rights would expire and have no further value and holders of ADSs would not realize any value from them. In either case, ADS holders’ equity interests in us would be diluted in proportion to the increase in our capital stock.
If we were classified as a Passive Foreign Investment Company by the U.S. Internal Revenue Service, there could be adverse consequences for U.S. investors.
We believe that we were not classified as a Passive Foreign Investment Company (“PFIC”) for 2022. Characterization as a PFIC could result in adverse U.S. tax consequences to a U.S. investor in our shares or ADSs. For example, if we (or any of our subsidiaries) are a PFIC, our U.S. investors may become subject to increased tax liabilities under U.S. tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we (or any of our subsidiaries or portfolio companies) are a PFIC is made on an annual basis and will depend on the composition of our (or their) income and assets from time to time. See “Item 10.E. Taxation—Material United States Tax Considerations.”
Receipt of dividends and distributions by ADS holders may be limited by practical considerations and legal limitations, which may delay the payment and receipt of dividends and distributions by ADS holders.
Holders of ADSs generally have the right to receive dividends and other distributions we make on Series B common shares held by the ADS custodian under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses. Receipt of these dividends and distributions may be limited by practical considerations and legal limitations, which may delay the payment and receipt of dividends and distributions by ADS holders.
Changes in Chilean tax regulations could have adverse consequences for U.S. investors.
Cash dividends paid by the Company with respect to the shares, including the shares represented by ADSs, will be subject to a Chilean withholding tax at a rate of 35%, less the credit available for corporate tax, which must be withheld and paid by the Company (the “Withholding Tax”). The effective rate of Withholding Tax imposed on dividends attributed to earnings in 2022 of the Company and distributed during the same period was 23.90%.
Changes in Chilean tax regulations could have adverse consequences for U.S. investors. For example, the changes introduced by Law No. 21,420 published in the Official Gazette on February 4, 2022 and effective on September 1, 2022, by which the highest value or gain obtained in the sale on the stock exchange or in a public offering process of shares of corporations with a high stock market presence will be affected by a single tax with a rate of 10%, except for certain institutional investors, could have adverse tax consequences for investors resident in the United States. See “Item 3.D. Risk Factors—Risks Relating to Chile—The Chilean Government Could Levy Additional Taxes on Corporations Operating in Chile” and “Item 10.E. Taxation—Material Chilean Tax Considerations.”
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General Risk Factors
Our measures to minimize our exposure to bad debt may not be effective and a significant increase in our accounts receivable coupled with the financial condition of customers may result in losses that could have a material adverse effect on our business, financial condition and results of operations.
Potentially negative effects of global economic conditions on the financial condition of our customers may include the extension of the payment terms of our accounts receivable and may increase our exposure to bad debt. While we have implemented certain safeguards, such as using credit insurance, letters of credit and prepayment for a portion of sales, to minimize the risk, we cannot assure you that such safeguards will be effective and a significant increase in our accounts receivable coupled with the financial condition of customers may result in losses that could have a material adverse effect on our business, financial condition and results of operations.
Quality standards in markets in which we sell our products could become stricter over time.
In the markets in which we do business, customers may impose quality standards on our products and/or governments may enact stricter regulations for the distribution and/or use of our products. As a result, if we cannot meet such new standards or regulations, we may not be able to sell our products. In addition, our cost of production may increase in order to meet any such newly imposed or enacted standards or regulations. Failure to sell our products in one or more markets or to important customers could materially adversely affect our business, financial condition and results of operations.
Our business is subject to many operating and other risks for which we may not be fully covered under our insurance policies.
Our facilities and business operations in Chile and abroad are insured against losses, damage or other risks by insurance policies that are standard for the industry and that would reasonably be expected to be sufficient by prudent and experienced persons engaged in businesses similar to ours.
We may be subject to certain events that may not be covered under our insurance policies, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, as a result of major earthquakes and unexpected rains and flooding in Chile, as well as other natural disasters worldwide, conditions in the insurance market have changed and may continue to change in the future, and as a result, we may face higher premiums and reduced coverage, which could have a material adverse effect on our business, financial condition and results of operations.
Our water supply could be affected by geological changes or climate change.
Our access to water may be impacted by changes in geology, climate change or other natural factors, such as wells drying up or reductions in the amount of water available in the wells or rivers from which we obtain water, that we cannot control. The use of seawater for future or current operations could increase our operating costs. In addition, seawater projects could face timing issues and permits uncertainty which make them difficult to develop and construct. Any such change may have a material adverse effect on our business, financial condition and results of operations.
Any loss of key personnel may materially and adversely affect our business.
Our success depends in large part on the skills, experience and efforts of our senior management team and other key personnel. The loss of the services of key members of our senior management or employees with critical skills could have a negative effect on our business, financial condition and results of operations. If we are not able to attract or retain highly skilled, talented and qualified senior managers or other key personnel, our ability to fully implement our business objectives may be materially and adversely affected.
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We are subject to Chilean and international anti-corruption, anti-bribery, anti-money laundering and international trade laws. Failure to comply with these laws could adversely impact our business, financial condition and results of operations.
We are required to be in compliance with all applicable laws and regulations in Chile and internationally with respect to anti-corruption, anti-money laundering and other regulatory matters, including the FCPA. Although we and our subsidiaries maintain policies and processes intended to comply with these laws, we cannot ensure that these compliance policies and processes will prevent intentional, reckless or negligent acts committed by our officers or employees.
If we or our subsidiaries fail to comply with any applicable anti-corruption, anti-bribery, anti-money laundering or other similar laws, we and our officers and employees may be subject to criminal, administrative or civil penalties and other remedial measures, which could have material adverse effects on our and our subsidiaries’ business, financial condition and results of operations. Any investigation of potential violations of anti-corruption, anti-bribery or anti-money laundering laws by governmental authorities in Chile or other jurisdictions could result in an inability to prepare our consolidated financial statements in a timely manner. This could adversely impact our reputation, ability to access the financial markets and ability to obtain contracts, assignments, permits and other government authorizations necessary to participate in our and our subsidiaries’ industry, which, in turn, could have adverse effects on our and our subsidiaries’ business, financial condition and results of operations.
We are subject to risks related to the ongoing military conflict between Ukraine and Russia and it may have a material adverse effect on our business, financial condition and results of operations
On February 24, 2022, Russia launched a military invasion of Ukraine. The ongoing military conflict between Russia and Ukraine has provoked strong reactions from the United States, the UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. While the precise effects of the ongoing military conflict and these sanctions on the Russian and global economies remain uncertain, they have already resulted in significant volatility in financial markets as well as in an increase in energy and commodity prices globally. Should the conflict continue or escalate, markets may face various economic and security consequences including, but not limited to, supply shortages of different kinds, further increases in prices of commodities, including natural gas, oil, fertilizers and agricultural goods, significant disruptions in logistics infrastructure, telecommunications services, the risk of unavailability of information technology systems and infrastructure, among others, given that Russia and Ukraine are significant exporters of commodities. The resulting impacts on financial markets, inflation, interest rates, unemployment and other matters could disrupt the global economy. Other potential consequences include, but are not limited to, growth in the number of popular uprisings in the region, increased political discontent, especially in the regions most affected by the conflict or economic sanctions, increase in cyberterrorism activities and attacks, displacement of persons to regions close to the areas of conflict and an increase in the number of refugees fleeing across Europe, among other unforeseen social and humanitarian effects.
ITEM 4.INFORMATION ON THE COMPANY
4.A. History and Development of the Company
Historical Background
Sociedad Química y Minera de Chile S.A. is an open stock corporation organized under the laws of the Republic of Chile. We were constituted by public deed issued on June 17, 1968 by the Notary Public of Santiago, Mr. Sergio Rodríguez Garcés. Our existence was approved by Decree No. 1,164 of June 22, 1968 of the Ministry of Finance, and we were registered on June 29, 1968 in the Registry of Commerce of Santiago, on page 4,537 No. 1,992. Our headquarters is located at El Trovador 4285, Fl. 6, Las Condes, Santiago, Chile. Our telephone number is +56 2 2425-2000. We are legally referred to by our full name Sociedad Química y Minera de Chile S.A. as well as commercially by the abbreviated name “SQM.” Our Website is www.sqm.com. The information contained on or linked from our website is not included as part of, or incorporated by reference into this report. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, such as our company, at www.sec.gov.
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We were formed in 1968 through a joint venture between Compañía Salitrera Anglo Lautaro S.A. (“Anglo Lautaro”) and Corfo, a Chilean government entity. In 1971, Anglo Lautaro sold all of its shares to Corfo, and we were wholly owned by the Chilean government until 1983. In 1983, Corfo began a process of privatization by selling our shares to the public and subsequently listing such shares on the Santiago Stock Exchange. By 1988, all of our shares were publicly owned. Our ADSs have traded on the NYSE under the ticker symbol “SQM” since 1993. Each ADS represents one Series B common share. We have from time to time accessed international capital markets for the issuance of additional ADSs, including our US$1.1 billion capital increase in 2021.
Since our inception, we have produced nitrates and iodine, which are obtained from the caliche ore deposits in northern Chile. In 1985, we began to use heap leaching processes to extract nitrates and iodine, and in 1986 we started to produce potassium nitrate at our Coya Sur facility. Between 1994 and 1999, we invested approximately US$300 million in the development of the Salar de Atacama project in northern Chile, which has enabled us to produce potassium chloride, lithium carbonate, lithium hydroxide, potassium sulfate and boric acid.
From 2000 through 2004, we principally consolidated the investments carried out in the preceding five years. We focused on reducing costs and improving efficiencies throughout the organization.
Starting in 2005, we began strengthening our leadership position in our core businesses through a combination of capital expenditures and advantageous acquisitions and divestitures.
Our capital expenditure program has allowed us to add new products to our product lines and increase the production capacity of our existing products. In 2005, we started production of lithium hydroxide at a plant in the Carmen Lithium production facility, near the city of Antofagasta in the north of Chile. In 2007, we completed the construction of a new prilling and granulating plant for nitrates in Coya Sur. In 2011, we completed expansions of our lithium carbonate capacity, achieving 48,000 metric tons of capacity per year. Since 2010, we have continued to expand our production capacity of potassium products in our operations in the Salar de Atacama. In 2011, we completed the construction of a new potassium nitrate facility in Coya Sur, increasing our overall production capacity of potassium nitrate by 300,000 metric tons per year. In 2013, we completed expansions in the production capacity of our iodine plants in Nueva Victoria. Our capital expenditure program also includes exploration for metallic minerals. Our exploration efforts have led to discoveries that in some cases may result in sales of the discovery and the generation of royalty income in the future. Within this context, in 2013 we sold our royalty rights to the Antucoya mining project to Antofagasta Minerals.
In 2014, we invested in the development of new extraction sectors and production increases in both nitrates and iodine at Nueva Victoria, reaching an approximate iodine production capacity (including the Iris facility) of 8,500 metric tons per year at the facility.
In 2015, we focused on increasing the efficiency of our operations. Within this context, we announced a plan to restructure our iodine and nitrate operations. In an effort to take advantage of our highly efficient production facilities at our Nueva Victoria site, we decided to suspend the mining and nitrate operations and reduce iodine production at our Pedro de Valdivia site. During 2017, we increased our iodine production capacity at Nueva Victoria to approximately 10,000 metric tons per year. We continued expanding our iodine capacity in 2018, which, including Pedro de Valdivia and Nueva Victoria, reached approximately 14,000 metric tons per year.
In 2016, we entered into a 50/50 joint venture with Lithium Americas to develop the Minera Exar lithium project in Caucharí-Olaroz in the Jujuy province of Argentina. Our interest was sold to Ganfeng Lithium Netherlands Co., BV in 2018. Ganfeng is responsible for a US$50 million deferred payment to us if certain sales goals are met by the project. In 2016, we also made a capital contribution of US$20 million to Elemental Minerals Limited (“Elemental Minerals”), an Australian based company whose main assets are various potassium deposits in the Republic of Congo.
In 2017, we entered into a 50/50 joint venture with respect to the Mt. Holland lithium project to design, construct and operate a mine, concentrator and refinery for the production of lithium hydroxide.
On September 23, 2019, Wesfarmers Limited (“Wesfarmers”) acquired all the issued ordinary shares in our joint venture partner and became a 50% partner in the Mt. Holland lithium project in the joint venture with SQM Australia Pty.
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In October 2020, we announced our Sustainable Development Plan, which includes voluntarily expanding our monitoring systems, promoting better and more meaningful conversations with neighboring communities, becoming carbon neutral and reducing water by 65% and brine extraction by 50%. As part of this plan, we also set a goal to obtain international certifications and participate in international sustainability indices.
In 2021, in the Salar de Atacama, we began preparing an external audit in IRMA’s rigorous responsible mining certification process.
On February 16, 2021, our Board approved the investment of approximately US$700 million for our 50% share of the development costs of the Mt. Holland lithium hydroxide project in the joint venture with Wesfarmers. During 2021, our lithium carbonate production in Chile reached an effective capacity of 120,000 metric tons.
In November 2021, we were accepted into the Dow Jones Sustainability Chile and the Dow Jones Sustainability MILA Pacific Alliance Indices for the second year in a row.
In 2022, we completed our lithium carbonate and lithium hydroxide expansion projects in Chile, increasing production capacity to 180,000 metric tons and 30,000 metric tons, respectively. We also began the overhaul of a lithium hydroxide plant in China which we will feed with lithium sulfate from Chile. In line with our sustainability goals, during 2022, we continued with the IRMA certification process and completed the on-site certification audit (phase 2) in the Salar de Atacama operation. We expect to receive the final report in the coming months. Additionally, we participated in the Dow Jones Sustainability Indices (DJSI) assessment and were accepted into the MILA and Chile indices for the third consecutive year and were included in the Sustainability Yearbook 2023. We evaluated ourselves in Carbon Disclosure Project (CDP) where we obtained a category B rating, which is in the management band, higher than the South American region average (category C) and higher than the Chemicals sector average (category B-). We completed phase 2 of the ISO 14001 and 45001 certification process in the Salar de Atacama and the Carmen chemical plant, and continued with the implementation process of ISO 50001 in the Salar de Atacama and Nueva Victoria to support decarbonization goals associated with energy management systems.
We regularly review different opportunities to improve our production methods, reduce costs, increase production capacity of existing products and develop new products and markets. Additionally, significant capital expenditures are required every year in order to sustain our production capacity. We are focused on developing new products in response to identified customer demand, as well as new products that can be derived as part of our existing production or other products that could fit our long-term development strategy. Our capital expenditures in Chile have been mainly related to the organic growth and sustainability of our business, including the construction of new facilities and the renovation of plants and equipment. In 2022, we also worked on the expansion of our lithium carbonate and lithium hydroxide capacity in Chile, which reached 180,000 metric tons and 30,000 metric tons respectively, by the end of 2022. We also began expansions related to the mining and production facilities of nitrates and iodine in Chile and lithium hydroxide in Western Australia.
Our capital expenditures for the years ended December 31, 2022, 2021 and 2020 were as follows:
(in millions of US$) |
| 2022 |
| 2021 |
| 2020 |
Capital expenditures |
| 905.2 |
| 464.7 |
| 322.2 |
During 2022, we had total capital expenditures of US$905.2 million. Our 2022 capital expenditure was primarily related to:
| ● | Capacity expansion projects related to the completion of our increase of our lithium carbonate production in Chile from 120,000 metric tons per year to 180,000 metric tons per year by the end of 2022; |
| ● | Completion of capacity expansion of lithium hydroxide production in Chile from 21,500 metric tons per year to 30,000 metric tons per year; |
| ● | Investment in our new 50,000 metric ton Mt. Holland lithium hydroxide mine and refining plant in Western Australia; |
| ● | Acquisition of the 20,000 metric ton lithium hydroxide refining plant in China; and |
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| ● | Investment in the development of new caliche projects to optimize the iodine and nitrate production plants and carry out general maintenance of all production facilities, among others. |
During 2021, we had total capital expenditures of US$464.7 million. Our 2021 capital expenditure was primarily related to:
| ● | Capacity expansion projects related to the completion of our increase of our lithium carbonate production in Chile from 70,000 metric tons per year to 120,000 metric tons per year by the end of 2021 and investment in further lithium carbonate production capacity expansion from 120,000 to 180,000 metric tons per year in 2022; |
| ● | Completion of capacity expansion of lithium hydroxide production in Chile from 13,500 metric tons per year to 21,500 metric tons per year and commencement of a further expansion of lithium hydroxide production capacity in Chile from 21,500 metric tons per year to 30,000 metric tons per year in 2022; |
| ● | Investment in our new 50,000 metric ton Mt. Holland lithium hydroxide facility in Western Australia; |
| ● | Optimization projects related to iodine production plants in Nueva Victoria; and |
| ● | General maintenance of all production units in order to ensure the fulfillment of production and sales targets. |
During 2020, we had total capital expenditures of US$322.2 million, a decrease compared to the US$450 million that was originally expected as a result in the delay of the purchasing of equipment. Our 2020 capital expenditure was primarily related to:
| ● | Capacity expansion projects related to the increase of our lithium carbonate production in Chile from 70,000 metric tons per year to 120,000 metric tons per year; |
| ● | Capacity expansion of lithium hydroxide production in Chile from 13,500 metric tons per year to 21,500 metric tons per year; |
| ● | Optimization projects related to potassium nitrate production plants in Coya Sur; and |
| ● | General maintenance of all production units in order to ensure the fulfillment of production and sales targets. |
We believe that our capital expenditures for 2023 could reach approximately US$1.2 billion focused on the increase of our production capacity, primarily related to lithium carbonate and lithium hydroxide capacity expansions and nitrates and iodine capacity in Chile, and development of our Mt. Holland lithium hydroxide project in Australia, as well as the maintenance of our production facilities in order to strengthen our ability to meet our production goals. We expect our installed capacity of lithium carbonate and lithium hydroxide in Chile to reach approximately 210,000 and 40,000 metric tons, respectively, during 2024. We will also continue to invest in the construction of our Mt. Holland lithium project in Western Australia and with the adjustments necessary to produce lithium hydroxide from lithium sulfate in China.
We expect our capital expenditure for the 2023-2025 period to reach approximately US$3.4 billion, including maintenance. As we continue with lithium capacity expansion in Chile, we expect to invest approximately US$1.4 billion to increase our lithium capacity to 210,000 metric tons, including 100,000 metric tons of lithium hydroxide capacity. Our investment in the Mt. Holland project during this period is expected to be close to US$450 million. Nitrates and iodine capacity expansion will require a total capex of approximately US$1.2 billion, including maintenance. Maintenance capex during this period is expected to be approximately US$180 million per annum.
4.B. Business Overview
The Company
We believe that we are the world’s largest producer of potassium nitrate and iodine and one of the world’s largest lithium producers. We also produce specialty plant nutrients, iodine derivatives, lithium derivatives, potassium chloride, potassium sulfate and certain industrial chemicals (including industrial nitrates and solar salts). Our products are sold in approximately 110 countries through our worldwide distribution network, with 98% of our sales in 2022 derived from countries outside Chile.
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Our products are mainly derived from mineral deposits found in northern Chile. We mine and process caliche ore and brine deposits. The caliche ore in northern Chile contains the only known nitrate and iodine deposits in the world and is the world’s largest commercially exploited source of natural nitrates. The brine deposits of the Salar de Atacama, a salt-encrusted depression in the Atacama Desert in northern Chile, contain high concentrations of lithium and potassium as well as significant concentrations of sulfate and boron.
From our caliche ore deposits, we produce a wide range of nitrate-based products used for specialty plant nutrients and industrial applications, as well as iodine and iodine derivatives. At the Salar de Atacama, we extract brines rich in potassium, lithium, sulfate and boron in order to produce potassium chloride, potassium sulfate, lithium solutions and bischofite (magnesium chloride). We produce lithium carbonate and lithium hydroxide at our plant near the city of Antofagasta, Chile, from the solutions brought from the Salar de Atacama. We market all of these products through an established worldwide distribution network.
Our products are divided into six categories: specialty plant nutrients; iodine and its derivatives; lithium and its derivatives; potassium chloride and potassium sulfate; industrial chemicals and other commodity fertilizers. Specialty plant nutrients are premium fertilizers that enable farmers to improve yields and the quality of certain crops. Our main specialty fertilizer is potassium nitrate, which is used primarily in high-value crops. Iodine and its derivatives are mainly used in the X-ray contrast media and biocides industries and in the production of polarizing film, which is an important component in LCD screens. Lithium and its derivatives are mainly used in batteries, greases and frits for production of ceramics. Potassium chloride is a commodity fertilizer that is produced and sold by us worldwide. Potassium sulfate is a specialty fertilizer used primarily in crops such as vegetables, fruits and industrial crops. Industrial chemicals have a wide range of applications in certain chemical processes such as the manufacturing of glass, explosives and ceramics. Industrial nitrates are also being used in concentrated solar power plants as a means for energy storage. In addition, we complement our product portfolio through the buying and selling of other fertilizers in Chile and around the world.
For the year ended December 31, 2022, we had revenues of US$10,720.6 million, gross profit of US$5,736.6 million and profit attributable to controlling interests of US$3,906.3 million. Our worldwide market capitalization as of December 31, 2022 was approximately US$21.5 billion.
Specialty Plant Nutrition: We produce four main types of specialty plant nutrients which offer nutritional solutions for fertigation, direct soil and foliar fertilizer applications: potassium nitrate, sodium nitrate, sodium potassium nitrate and specialty blends. We also sell other specialty fertilizers including third party products. All of these products are used in either solid or liquid form mainly on high value crops such as fruit, flowers and some vegetables. These fertilizers are widely used in crops that use modern agricultural techniques such as hydroponics, greenhouses and crops with foliar application and fertigation (in the latter case, the fertilizer is dissolved in water before irrigation).
Specialty plant nutrients have certain advantages over commodity fertilizers, such as rapid and effective absorption (without requiring nitrification), superior water solubility, increased soil pH (which reduces soil acidity) and low chloride content. One of the most important products in this business line is potassium nitrate, which is sold in crystalline or prill form, allowing for different application methods. Crystalline potassium nitrate products are ideal for application by fertigation and foliar applications, and potassium nitrate prills are suitable for direct soil applications.
We have developed brands for marketing according to the different applications and uses of our products. Our main brands are: Ultrasol® (fertigation), Qrop® (soil application), Speedfol® (foliar application) and Allganic® (organic agriculture).
The new needs of more sophisticated customers demand that the industry provide integrated solutions rather than individual products. Our products, including customized specialty blends that meet specific needs along with the agronomic service provided, allow us to create plant nutrition solutions that add value to crops through higher yields and better-quality production. Because our products are derived from natural nitrate compounds or natural potassium brines, they have certain advantages over synthetically produced fertilizers. One of the advantages of our products is the presence of certain beneficial trace elements, which makes them more valuable for customers who prefer products of natural origin. As a result, specialty plant nutrients are sold at a premium price compared to commodity fertilizers.
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Iodine and its Derivatives: We believe that we are the world’s leading producer of iodine and iodine derivatives, which are used in a wide range of medical, pharmaceutical, agricultural and industrial applications, including x-ray contrast media, polarizing films for LCD and LED, antiseptics, biocides and disinfectants, in the synthesis of pharmaceuticals, electronics, pigments and dye components.
Lithium and its Derivatives: We are a leading producer of lithium carbonate, which is used in a variety of applications, including electrochemical materials for batteries used in electric vehicles, portable computers, tablets, cellular telephones and electronic apparatus, frits for the ceramic and enamel industries, heat-resistant glass (ceramic glass), air conditioning chemicals, continuous casting powder for steel extrusion, pharmaceuticals and lithium derivatives. We are also a leading supplier of lithium hydroxide, which is primarily used as an input for the lubricating greases industry and for cathodes for high energy capacity batteries.
Potassium: We produce potassium chloride and potassium sulfate from brines extracted from the Salar de Atacama. Potassium chloride is a commodity fertilizer used to fertilize a variety of crops including corn, rice, sugar, soybean and wheat. Potassium sulfate is a specialty fertilizer used mainly in crops such as vegetables, fruits and industrial crops.
Industrial Chemicals: We produce and sell three industrial chemicals: sodium nitrate, potassium nitrate and potassium chloride. Sodium nitrate is used primarily in the production of glass, explosives, and metal treatment, metal recycling and the production of insulation materials, among other uses. Potassium nitrate is used in the manufacturing of specialty glass, and it is also an important raw material for the production of frits for the ceramics, enamel industries, metal treatment and pyrotechnics. Solar salts, a combination of potassium nitrate and sodium nitrate, are used as a thermal storage medium in concentrated solar power plants. Potassium chloride is a basic chemical used to produce potassium hydroxide, and it is also used as an additive in oil drilling as well as in food processing, among other uses.
Other Products and Services: We also sell other fertilizers and blends, some of which we do not produce. We are the largest company that produces and distributes the three main potassium sources: potassium nitrate, potassium sulfate and potassium chloride.
The following table shows the percentage breakdown of our revenues for 2022, 2021 and 2020 according to our product lines:
| 2022 |
| 2021 |
| 2020 |
| |
Specialty Plant Nutrition |
| 11 | % | 32 | % | 39 | % |
Iodine and Derivatives |
| 7 | % | 15 | % | 18 | % |
Lithium and Derivatives |
| 76 | % | 33 | % | 21 | % |
Potassium |
| 4 | % | 15 | % | 12 | % |
Industrial Chemicals |
| 2 | % | 5 | % | 9 | % |
Other |
| — | % | 1 | % | 1 | % |
Total |
| 100 | % | 100 | % | 100 | % |
Business Strategy
SQM is a global company that develops and produces diverse products for several industries essential for human progress, such as health, nutrition, renewable energy and technology through innovation and technological development. We aim to maintain our leading world position in the lithium, potassium nitrate, iodine and thermo-solar salts markets by:
| ● | Ensuring access to the best assets related to our current business lines by expanding our global presence; |
| ● | Actively searching for attractive minerals allowing us diversification opportunities to replicate and expand our existing mining capacities; |
| ● | Strengthening our operational, logistical and commercial excellence process from beginning to end, while looking to be a cost leader; and |
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| ● | Maintaining a conservative financial policy which allows us to successfully endure economic cycles that could impact the markets in which we sell. |
We are a dynamic company. In pursuit of our objectives, we expect to acquire and develop projects and interests that are consistent with our existing and new businesses, either alone or with joint venture partners. We may also divest or sell-down interests that we have acquired to deploy funds for other investments or other purposes in pursuit of our objectives or to adjust risk or diversify our asset base.
We are a company built and managed by a culture based on excellence, safety, sustainability and integrity. We work every day to expand this culture through the attraction, retention and development of talent as well encouraging an inclusive and diverse work environment ensuring the unique knowledge and innovation needed to sustain our business. We strive for safe and accident-free operations by promoting conduct that favors the physical safety and psychological well-being of everyone who works directly and indirectly with our company.
We position ourselves as leaders in sustainability and commit to a sustainable future where we constantly work to responsibly manage natural resources, protect human rights, care for the environment, form close and trusting relationships with our neighboring communities and create value. Within these communities, we support projects and activities with a focus on education, business development, and protection of the environment and historical heritage. We create value for our clients through established commercial models and the production and development of differentiated products that respond to their industry and market specific needs, constantly creating and providing a sustainable improvement in the quality of life. We will continue to create value for all of our stakeholders through responsible management of natural resources, sustainable expansion projects and improvement of our existing operations, with a focus on minimizing our environmental impacts by reducing our carbon, energy and water footprints and working together with our shareholders, employees, customers, suppliers and communities.
Specialty Plant Nutrition
Our strategy in our specialty plant nutrition business is to: (i) leverage the advantages of our specialty products over commodity-type fertilizers; (ii) selectively expand our business by increasing our sales of higher margin specialty plant nutrients based on potassium and natural nitrates, particularly soluble potassium nitrate and specialty blends; (iii) pursue investment opportunities in complementary businesses to enhance our product portfolio, increase production, reduce costs, and add value to the marketing of our products; (iv) develop new specialty nutrient blends produced in our mixing plants that are strategically located in or near our principal markets in order to meet specific customer needs; (v) focus primarily on the markets where we can sell our plant nutrients in soluble and foliar applications in order to establish a leadership position; (vi) further develop our global distribution and marketing system directly and through strategic alliances with other producers and global or local distributors; (vii) reduce our production costs through improved processes and higher labor productivity so as to compete more effectively and (viii) supply a product with consistent quality according to the specific requirements of our customers.
Iodine and its Derivatives
Our strategy in our iodine business is to: (i) reach and maintain a sufficient market share of the iodine market in order to optimize the use of our available production capacity; (ii) encourage demand growth and promote new iodine uses; (iii) participate in iodine recycling projects through the Ajay-SQM Group (“ASG”); (iv) reduce our production costs through improved processes and higher productivity in order to compete more effectively and (v) supply a product with consistent quality according to the requirements of our customers.
Lithium and its Derivatives
Our strategy in our lithium business is to: (i) strategically allocate our sales of lithium carbonate and lithium hydroxide; (ii) encourage demand growth and promote new lithium uses; (iii) selectively pursue opportunities in the lithium derivatives business by creating new lithium compounds; (iv) reduce our production costs through improved processes and higher productivity in order to compete more effectively; (v) supply a product with consistent quality according to the requirements of our customers; (vi) diversify our operations geographically and jurisdictionally; and (vii) diversifying our
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asset base or adjusting risk by acquiring new projects and interests (either alone or with joint venture partners), divesting existing projects or selling down our interests in projects.
Potassium
Our strategy in our potassium business is to: (i) offer a portfolio of potassium products, including potassium sulfate, potassium chloride and other fertilizers, to our traditional markets; (ii) have flexibility to offer crystalized (standard) or granular (compacted) form products according to market requirements; (iii) focus on markets where we have logistical advantages and synergies with our specialty plant nutrition business and (iv) supply a product with consistent quality according to the specific requirements of our customers.
Industrial Chemicals
Our strategy in our industrial chemical business is to: (i) maintain our leadership position in the industrial nitrates market; (ii) encourage demand growth in different applications as well as exploring new potential applications; (iii) position ourselves as a long-term, reliable supplier for the thermal storage industry, maintaining close relationships with R&D programs and industrial initiatives; (iv) reduce our production costs through improved processes and higher productivity in order to compete more effectively and (v) supply a product with consistent quality according to the requirements of our customers.
New Business Ventures
We constantly evaluate opportunities that are consistent with our existing and new businesses. We seek to acquire interests in projects both inside and outside of Chile where we believe we have sustainable competitive advantages, and we hope to continue doing so in the future.
In addition, we are actively conducting exploration for metallic minerals in the mining properties we own. If such minerals are found, we may decide to exploit, sell or enter into an association to extract these resources. Our exploration efforts are currently focused on the layer of bedrock that lies beneath the caliche ore that we use as the primary raw material in the production of iodine and nitrates. This bedrock has significant potential for metallic mineralization, particularly copper, gold and silver. A significant portion of our mining properties are located in the Antofagasta region of Chile, where many large copper producers operate.
We have an in-house geological exploration team that explores the area directly, identifying drilling targets and assessing new prospects. In 2021, the team has confirmed the existence of high-grade copper and gold mineralization at the Bufalo project, located 120 kilometers east of the city of Antofagasta. The Bufalo project corresponds to a district that hosts several mineralized bodies of copper, copper-gold and copper-gold-silver in which SQM has already drilled nearly 124,000 meters of drilling, using our own diamond and RC drilling machines. We also have a metal business development team that works to engage partners interested in investing in metal exploration within our mining properties. As of February 2023, we had three option agreements in place with three mining companies and private equity firms. We participated in the formation of one joint venture as a result of exercising an option agreement with a junior mining company.
Main Business Lines
Specialty Plant Nutrition
In 2022, specialty plant nutrients revenues increased to US$1,172.3 million, representing 10.9% of our total revenues for that year and a 29.0% increase from US$908.8 million in specialty plant nutrients revenues in 2021. Prices increased approximately 75.7% in 2022.
We believe that we are the world’s largest producer of potassium nitrate. We estimate that our sales accounted for approximately 45% of global potassium nitrate sales for all agricultural uses by volume in 2022.
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The following table shows our sales volumes of and revenues from specialty plant nutrients for 2022, 2021 and 2020:
| 2022 |
| 2021 |
| 2020 | |
Sales volumes (Th. MT) |
|
|
|
|
|
|
Sodium nitrate |
| 14.4 |
| 32.1 |
| 25.6 |
Potassium nitrate and sodium potassium nitrate |
| 477.4 |
| 643.6 |
| 575.2 |
Specialty blends (1) |
| 218 |
| 304 |
| 271.3 |
Other specialty plant nutrients (2) |
| 138.1 |
| 174.9 |
| 164.4 |
Total revenues (in US$millions) |
| 1,172.3 |
| 908.8 |
| 701.7 |
(1)Includes Yara’s products sold pursuant to our commercial agreement.
(2)Includes trading of other specialty fertilizers.
Specialty Plant Nutrition: Market
Specialty plant nutrients are sold for various agricultural uses, including but not limited to fertigation in high-value crops (vegetables, fruit trees, flowers, etc.). These fertilizers must be highly soluble and free of impurities in order to be used by means of modern technical irrigation techniques (drip irrigation, micro-sprinkler). Among the specialty plant nutrients for use in fertigation, potassium nitrate is one of the most important fertilizers. Its advantage lies in being chlorine free, high solubility, adequate PH and free of impurities. These advantages allow for a premium price compared to substitute commodity fertilizers such as potassium chloride and sulfate.
Modern irrigation systems are increasingly used with protected crops and in high-value fruit plantations such as greenhouses, tunnels (berries) and shade houses (tomatoes). Specialty nutrients for foliar and granular soil applications in certain high-value niches such as potato and tobacco production.
Specialty plant nutrients have specific characteristics that increase productivity and enhance quality when used on certain crops and soils. The products have significant advantages for certain applications over commodity fertilizers based on other sources of nitrogen and potassium, such as urea and potassium chloride.
Since 1990, the international market for specialty plant nutrients has grown at a faster rate than the international market for commodity fertilizers. This is mainly due to: (i) the application of new agricultural technologies such as fertigation, hydroponics and greenhouses; (ii) the increase in the cost of land and the scarcity of water, which has forced farmers to improve their yields and reduce water use; and (iii) the increase in demand for higher quality crops.
As an exception, during the year 2022 and due to the strong increase in price, the agricultural soluble potassium nitrate market had a consumption reduction of between 12% and 16%. These estimates do not consider potassium nitrate produced and sold locally in China, and only include net imports and exports.
Specialty Plant Nutrition: Our Products
Potassium nitrate, sodium potassium nitrate, and specialty blends are higher margin products that use sodium nitrate as a feedstock. These products can be manufactured in crystallized or prilled form. Specialty blends are produced using our own specialty plant nutrients and other components at blending plants operated by us or our affiliates and related companies throughout the world.
The advantages of our specialty plant nutrients include that they:
| ● | are fully water soluble, allowing their more efficient use in hydroponics, fertigation, foliar applications and other advanced agricultural techniques thus reducing the water use associated with cultivating the crops; |
| ● | are chloride-free, which prevents toxicity in certain crops associated with high levels of chlorine in plant nutrients; |
| ● | provide nitrogen in nitric form, thereby allowing crops to absorb nutrients faster than they absorb urea- or ammonium-based fertilizers; |
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| ● | do not release hydrogen after application, thereby avoiding increased soil acidity; |
| ● | possess trace elements, which promote disease resistance in plants; and |
| ● | are more attractive to customers who prefer products of natural origin. |
Depending on the systems used to apply specialty nutrients, fertilizers can be classified as specialty field fertilizers or water-soluble fertilizers.
Specialty field fertilizers are applied directly to the soil, manually or in a mechanized fashion. Their high solubility levels, lack of chloride and absence of acidic reactions make them particularly advantageous for tobacco, potatoes, coffee, cotton, and certain fruits and vegetables.
Water-soluble fertilizers are specialty nutrients that are delivered to the crops using modern irrigation systems. As these systems feature refined technology, the products used in them must be highly soluble, rich in nutrients, free of impurities and insoluble substances, and with a low salinity index. The leading nutrient in this segment is potassium nitrate, whose optimal balance of nitric nitrogen and chloride-free potassium (the two macronutrients most needed by plants) make it an indispensable source of nutrition for crops that use modern irrigation systems.
Potassium nitrate is widely known to be a vital component in foliar feeding applications, where usage is recommended in order to stave off nutritional deficiencies before the first symptoms appear, correct any deficiencies that arise and prevent physiological stress. This nutrient also helps promote a suitable balance between fruit production and/or growth, and plant development, particularly in crops with physiological disorders.
In addition to potassium nitrate, we produce the following specialty plant nutrients: sodium nitrate, sodium potassium nitrate and specialty blends (containing various combinations of nitrogen, phosphate and potassium and generally known as “NPK blends”).
Specialty Plant Nutrition: Marketing and Customers
In 2022, we sold our specialty plant nutrients in approximately 103 countries and to more than 1,000 customers. None of our customers represented more than 10% of our specialty plant nutrition revenues during 2022, and our ten largest customers accounted in the aggregate for approximately 34% of revenues during that period. No supplier accounted for more than 10% of the costs of sales for this business line.
The table below shows the geographical breakdown of our revenues:
Revenues breakdown |
| 2022 |
| 2021 |
| 2020 |
|
North America |
| 42 | % | 35 | % | 35 | % |
Europe |
| 17 | % | 20 | % | 21 | % |
Chile |
| 11 | % | 15 | % | 14 | % |
Central and South America (excluding Chile) |
| 11 | % | 10 | % | 10 | % |
Asia and Others |
| 20 | % | 21 | % | 20 | % |
We sell our specialty plant nutrition products globally mainly through our own worldwide network of commercial offices and distributors.
We have restructured the Qrop products portfolio to include a chloride-free line for direct application to the soil with a variety of specialized formulas and unique mixtures, which make these products highly accurate and quickly available for the plant. We have developed marketing channels, brands (Ultrasol, Champion, Sangral, Qrop, Speedfol), supply chain,
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and mixing and packaging plants to be able to reach practically the entire world with our products and have a direct presence in the main markets of America, Europe, South Africa, and China.)
During 2022 we continued with the growth in sales of differentiated fertilizers such as Ultrasoline for improved root growth and optimal nitrogen metabolism, ProP for greater efficiency in phosphorus absorption, Prohydric which allows for fertilization and more efficient water use.
We maintain inventory of our specialty plant nutrients in our commercial offices in our main markets in order to facilitate prompt deliveries to customers. Sales are made pursuant to spot purchase orders or short-term contracts.
As part of our marketing strategy, we provide technical and agronomical assistance to our clients. We have specific knowledge resulting from extensive research and numerous studies conducted by our agronomical teams in close contact with producers throughout the world. The solid agronomical knowledge is key for the development of specific formulas and hydroponic and fertigation nutritional plans, which allows us to provide expert advice.
By working closely with our customers, we are able to identify their needs for new products and a possible existence of higher-value-added markets. Our specialty plant nutrients are used on a wide variety of crops, particularly value-added crops, where the use of our products enables our customers to increase yields and achieve a premium price for their products.
Our customers are located in diverse latitudes. Consequently, we do not believe there are any seasonal or cyclical factors that can materially affect the sales of our specialty plant nutrients.
In the Chilean market, we offer a wide range of products developed specifically for the crops grown in the country which require specialty plant nutrients.
We sell local products as well as products imported from different countries around the world.
Specialty Plant Nutrition: Competition
The principal means of competition in the sale of specialty nutrients are product quality, logistics, agronomic service expertise and price.
We believe that we are the world’s largest producer of potassium nitrate for agricultural use. Our potassium nitrate products compete indirectly with specialty and commodity substitutes, which may be used by some customers instead of potassium nitrate depending on the type of soil and crop to which the product will be applied.
Our sales accounted for approximately 45% of global agricultural potassium nitrate sales by volume during 2022. In the potassium nitrate market, our largest competitor is Haifa Chemicals Ltd. (“Haifa”), in Israel, which is a subsidiary of Trans Resources International Inc. We estimate that sales of agricultural potassium nitrate by Haifa accounted for approximately 22% of total world sales during 2022 (excluding sales by Chinese producers to the domestic Chinese market). Kemapco, a Jordanian producer owned by Arab Potash, produces potassium nitrate in a plant located close to the Port of Aqaba, Jordan. We estimate that sales of agricultural potassium nitrate by Kemapco accounted for approximately 12% of total world sales during 2022.
ACF, another Chilean producer, mainly oriented to iodine production, has produced potassium nitrate from caliche ore and potassium chloride since 2005. In addition, there are several potassium nitrate producers in China, the largest of which are Yuantong and Migao. Most of the Chinese production is consumed by the Chinese domestic market.
Iodine and its Derivatives
We believe that we are the world’s largest producer of iodine. In 2022, our revenues from iodine and iodine derivatives amounted to US$754.3 million, representing 7.0% of our total revenues in that year and an increase from US$437.9 million in 2021. This increase was primarily attributable to slightly higher sales volumes and significantly higher average prices
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during 2022. Average iodine prices were more than 66.3% higher in 2022 than in 2021. Our sales volumes increased approximately 3.6% in 2022. We estimate that our sales accounted for approximately 33% of global iodine sales by volume in 2022.
The following table shows our total sales volumes and revenues from iodine and iodine derivatives for 2022, 2021 and 2020:
| 2022 |
| 2021 |
| 2020 | |
Sales volumes (Th. MT) |
|
|
|
|
|
|
Iodine and derivatives |
| 12.7 |
| 12.3 |
| 9.7 |
Total revenues (in US$millions) |
| 754.3 |
| 437.9 |
| 334.7 |
Iodine: Market
Iodine and iodine derivatives are used in a wide range of medical, agricultural and industrial applications as well as in human and animal nutrition products. Iodine and iodine derivatives are used as raw materials or catalysts in the formulation of products such as X-ray contrast media, biocides, antiseptics and disinfectants, pharmaceutical intermediates, polarizing films for LCD and LED screens, chemicals, organic compounds and pigments. Iodine is also added in the form of potassium iodate or potassium iodide to edible salt to prevent iodine deficiency disorders.
X-ray contrast media is the leading application of iodine, accounting for approximately 31% of demand. Iodine’s high atomic number and density make it ideally suited for this application, as its presence in the body can help to increase contrast between tissues, organs, and blood vessels with similar X-ray densities. Other applications include pharmaceuticals, which we believe account for 13% of demand; LCD and LED screens, 13%; iodophors and povidone-iodine, 8%; animal nutrition, 8%; fluoride derivatives, 8%; biocides, 5%; nylon, 3%; human nutrition, 3% and other applications, 11%.
During 2022, the demand for iodine increased approximately 2% compared to 2021. Main drivers of this increase were in the X-ray contrast media market, in which demand grew by approximately 6% compared to 2021, mainly due to worldwide growth in the healthcare industry spending during the year and increased accessibility to these types of treatments in emerging economies, mainly China.
Iodine: Our Products
We produce iodine in our Nueva Victoria plant, near Iquique, Chile, and our Pedro de Valdivia plant, close to María Elena, Chile. We have a total production capacity of approximately 14,800 metric tons per year of iodine, including the Iris plant, which is located close to the Nueva Victoria plant.
Through Ajay SQM Group (“ASG”), we produce organic and inorganic iodine derivatives. ASG was established in the mid-1990s and has production plants in the United States, Chile and France. ASG is one of the world’s leading inorganic and organic iodine derivatives producer.
Consistent with our iodine business strategy, we are constantly working on the development of new applications for our iodine-based products, pursuing a continuing expansion of our businesses and maintaining our market leadership.
We manufacture our iodine and iodine derivatives in accordance with international quality standards and have qualified our iodine facilities and production processes under the ISO 9001:2015 program, providing third party certification of the quality management system and international quality control standards that we have implemented.
Iodine: Marketing and Customers
In 2022, we sold our iodine products in approximately 50 countries to approximately 258 customers, and most of our sales were exports. Two customers each accounted for more than 10% of our iodine revenues in 2022. These two customers
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accounted for approximately 41% of revenues, and our ten largest customers accounted in the aggregate for approximately 75% of revenues. No supplier accounted for more than 10% of the cost of sales of this business line.
The following table shows the geographical breakdown of our revenues:
Revenues breakdown |
| 2022 |
| 2021 |
| 2020 |
|
North America |
| 19 | % | 23 | % | 27 | % |
Europe |
| 38 | % | 40 | % | 42 | % |
Chile |
| 0 | % | 0 | % | 0 | % |
Central and South America (excluding Chile) |
| 2 | % | 2 | % | 3 | % |
Asia and Others |
| 41 | % | 34 | % | 27 | % |
We sell iodine through our own worldwide network of representative offices and through our sales, support and distribution affiliates. We maintain inventories of iodine at our facilities throughout the world to facilitate prompt delivery to customers. Iodine sales are made pursuant to spot purchase orders or within the framework of supply agreements. Supply agreements generally specify annual minimum and maximum purchase commitments, and prices are adjusted periodically, according to prevailing market prices.
Iodine: Competition
The world’s main iodine producers are based in Chile, Japan and the United States. Iodine is also produced in Russia, Turkmenistan, Azerbaijan, Indonesia and China.
Iodine is produced in Chile from a unique mineral known as caliche ore, whereas in Japan, the United States, Russia, Turkmenistan, Azerbaijan, and Indonesia, producers extract iodine from underground brines that are mainly obtained together with the extraction of natural gas and petroleum. In China, iodine is extracted from seaweed.
Five Chilean companies accounted for approximately 58% of total global sales of iodine in 2022, including SQM, with approximately 33%, and four other producers accounting for the remaining 25%. The other Chilean producers are Atacama Chemical S.A.C. (Cosayach), controlled by the Chilean holding company Inverraz S.A.; ACF Minera S.A., owned by the Chilean Urruticoechea family; Algorta Norte S.A., a joint venture between ACF Minera S.A. and Toyota Tsusho; and Atacama Minerals, which is owned by Chinese company Tewoo.
We estimate that eight Japanese iodine producers accounted for approximately 26% of global iodine sales in 2022, including recycled iodine.
We estimate that iodine producers in the United States accounted for nearly 5% of world iodine sales in 2022.
Iodine recycling is a growing trend worldwide. Several producers have recycling facilities where they recover iodine and iodine derivatives from iodine waste streams.
We estimate the 17% of the iodine supply comes from iodine recycling. Through ASG or alone, we are also actively participating in the iodine recycling business using iodinated side-streams from a variety of chemical processes in Europe and the United States.
The prices of iodine and iodine derivative products are determined by market conditions. World iodine prices vary depending upon, among other things, the relationship between supply and demand at any given time. Iodine supply varies primarily as a result of the production levels of the iodine producers (including us) and their respective business strategies.
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Our annual average iodine sales prices increased to approximately US$59 per kilogram in 2022, from the average sales prices of approximately US$36 per kilogram observed in 2021.
Demand for iodine varies depending upon overall levels of economic activity and the level of demand in the medical, pharmaceutical, industrial and other sectors that are the main users of iodine and iodine-derivative products. Certain substitutes for iodine are available for certain applications, such as antiseptics and disinfectants, which could represent a cost-effective alternative to iodine depending on prevailing prices.
The main factors of competition in the sale of iodine and iodine derivative products are reliability, price, quality, customer service and the price and availability of substitutes. We believe we have competitive advantages compared to other producers due to the size and quality of our mining reserves and the available production capacity. We believe our iodine is competitive with that produced by other manufacturers in certain advanced industrial processes. We also believe we benefit competitively from the long-term relationships we have established with our largest customers.
Lithium and its Derivatives
In 2022, our revenues from lithium sales amounted to US$8,152.9 million, representing 76.1% of our total revenues. We believe we are one of the world’s largest producers of lithium carbonate and lithium hydroxide, and we estimate that our sales volumes accounted for approximately 20% of the global lithium chemicals sales volumes.
The following table shows our total sales volumes and revenues from lithium carbonate and its derivatives for 2022, 2021 and 2020:
| 2022 |
| 2021 |
| 2020 | |
Sales volumes (Th. MT) |
|
|
|
|
|
|
Lithium and derivatives |
| 156.8 |
| 101.1 |
| 64.6 |
Total revenues (in US$millions) |
| 8,152.9 |
| 936.1 |
| 383.4 |
Our revenues in 2022 were US$8,152.9 million, a 771% increase from US$936.1 million in 2021, due to higher average prices and higher sales volumes during the year. The average price for 2022 was approximately 462% higher than the average price in 2021. Our sales volumes increased approximately 55% in 2022.
Lithium: Market
The lithium market can be divided into (i) lithium minerals for direct use (a market in which SQM does not participate directly), (ii) basic lithium chemicals, which include lithium carbonate and lithium hydroxide (as well as lithium chloride, from which lithium carbonate may be made), and (iii) inorganic and organic lithium derivatives, which include numerous compounds produced from basic lithium chemicals (a market in which SQM does not participate directly).
Lithium carbonate and lithium hydroxide are principally used to produce the cathodes for rechargeable batteries, taking advantage of lithium’s extreme electrochemical potential and low density. Batteries are the leading application for lithium, accounting for approximately 90% of total lithium demand, including batteries for electric vehicles, which accounted for approximately 70% of total lithium demand in 2022.
There are many other applications both for basic lithium chemicals and lithium derivatives, such as lubricating greases heat-resistant glass (ceramic glass), chips for the ceramics and glaze industry, chemicals for air conditioning, as well as other pharmaceutical synthesis and metal alloys.
Lithium’s main properties, which facilitate its use in this range of applications, are that it:
| ● | is the lightest solid metal and element at room temperature; |
| ● | is low density; |
| ● | has a low coefficient of thermal expansion; |
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| ● | has high electrochemical potential; and |
| ● | has a high specific heat capacity. |
During 2022, lithium chemicals demand increased by approximately 43%, reaching approximately 760,000 metric tons. We expect applications related to energy storage to continue driving demand in the coming years.
Lithium: Our Products
We produce lithium carbonate at our Carmen Lithium production facility, near Antofagasta, Chile, from highly concentrated lithium chloride produced in the Salar de Atacama. The annual production capacity of our lithium carbonate plant at the Carmen Lithium production facility is now 180,000 metric tons per year. We are in the process of increasing our production capacity to 210,000 metric tons per year by 2025. We believe that the technologies we use, together with the high concentrations of lithium and the characteristics of the Salar de Atacama, such as high evaporation rate and concentration of other minerals, allow us to be one of the lowest cost producers of lithium worldwide.
We also produce lithium hydroxide at the Carmen Lithium production facility, next to the lithium carbonate operation. The lithium hydroxide facility has a production capacity of 30,000 metric tons per year and we are in the process of increasing this production capacity to 100,000 metric tons per year by 2025. In addition, we are developing the Mt. Holland lithium project in Australia through our joint venture with Wesfarmers, which we expect will have a total production capacity of 50,000 metric tons when completed.
Lithium: Marketing and Customers
In 2022, we sold our lithium products in approximately 41 countries to approximately 198 customers, and most of our sales were to customers outside of Chile. During 2022, 93% of our sales of lithium were in Asia. One customer accounted for approximately 19% of our lithium revenue in 2022. Our ten largest customers accounted in the aggregate for approximately 60% of revenues. One supplier accounted for approximately 80% of the cost of sales of this business line. We make lease payments to Corfo which are associated with the sale of different products produced in the Salar de Atacama, including lithium carbonate, lithium hydroxide and potassium chloride. See Note 21.2 to our consolidated financial statements for the disclosure of lease payments made to Corfo for all periods presented.
The following table shows the geographical breakdown of our revenues:
Revenues breakdown |
| 2022 |
| 2021 |
| 2020 |
|
North America |
| 2 | % | 5 | % | 7 | % |
Europe |
| 5 | % | 8 | % | 13 | % |
Chile |
| 0 | % | 0 | % | 0 | % |
Central and South America (excluding Chile) |
| 0 | % | 1 | % | 0 | % |
Asia and Others |
| 93 | % | 86 | % | 80 | % |
We sell lithium carbonate and lithium hydroxide through our own worldwide network of representative offices and through our sales, support and distribution affiliates. We maintain inventories of these products at our facilities throughout the world to facilitate prompt delivery to customers. Sales of lithium carbonate and lithium hydroxide are made based on spot purchase orders or through different supply contracts. The contracts generally specify minimum and maximum annual sales volumes commitments while prices are adjusted periodically based on different price indices established in the market.
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Lithium: Competition
Lithium is produced mainly from two sources: (i) concentrated brines and (ii) minerals. During 2022, the main lithium brines producers were Chile, Argentina and China, while the main lithium mineral producers were Australia and China. With total sales of approximately 156,800 metric tons of lithium carbonate and hydroxide, SQM’s market share of lithium chemicals was approximately 20% in 2022. The main competitors in the lithium market with their estimated market share are: Albemarle (16%), Tianqi Lithium Corp. (7%), Jiangxi Ganfeng Lithium Co (6%), Livent Corporation (3%), and Allkem (4%).
Tianqi is also a major shareholder of ours, holding approximately 22.16% of our shares as of March 15, 2023.
We believe that lithium production will continue to increase this decade, in response to an increase in demand growth. A number of new projects to develop lithium deposits has been announced recently. Some of these projects are already in the advanced stages of development and others could materialize in the medium term.
Potassium
In 2022, our potassium chloride and potassium sulfate revenues amounted to US$437.2 million, representing 4.1% of our total revenues and a 4.9% increase compared to 2021, as a result of increased average prices. We estimate that we accounted for less than 1% of global sales of potassium chloride in 2022.
The following table shows our sales volumes of and revenues from potassium chloride and potassium sulfate for 2022, 2021 and 2020:
| 2022 |
| 2021 |
| 2020 | |
Sales volumes (Th. MT) |
|
|
|
|
|
|
Potassium chloride and potassium sulfate |
| 480.5 |
| 893.2 |
| 726.7 |
Total revenues (in US$millions) |
| 437.2 |
| 416.6 |
| 209.3 |
Our revenues in 2022 were US$437.2 million, a 4.9% increase from US$416.6 million in 2021, due to significantly higher prices and higher sales volumes during the year. The average price for 2022 was approximately 95.1% higher than the average prices in 2021. Our sales volumes in 2022 were approximately 46.2% lower than sales volumes reported during 2021.
Potassium: Market
During the last decade, growth in demand for potassium chloride, and for fertilizers in general, has been driven by several key factors, such as a growing world population, higher demand for protein-based diets and less arable land. All of these factors contribute to fertilizer demand growth as a result of efforts to maximize crop yields and use resources more efficiently. We estimate that demand in 2022 reached approximately 61 million metric tons, a decrease from approximately 70 million tons during 2021, mostly as a result of sanctions from product coming from Belarus and Russia.
According to studies prepared by the International Fertilizer Industry Association, cereals account for approximately 45% of world potassium demand, including corn (14%), rice (12%), wheat (16%), soybeans (9%) and sugar (2%). Other uses represented about 47%.
Potassium: Our Product
We produce potassium chloride and potassium sulfate by extracting brines from the Salar de Atacama that are rich in potassium and other salts.
Potassium chloride differs from our specialty plant nutrition products because it is a commodity fertilizer and contains chloride. We offer potassium chloride in two grades: standard and compacted. Potassium sulfate is considered a specialty fertilizer and we offer this product in soluble grades. Potassium is one of the three macronutrients that a plant needs to
35
develop. Although potassium does not form part of a plant’s structure, it is essential to the development of its basic functions. Potassium chloride is the most commonly used potassium-based fertilizer. It is used to fertilize crops that can tolerate relatively high levels of chloride, and to fertilize crops that are grown under conditions with sufficient rainfall or irrigation practices that prevent chloride from accumulating to excess levels in the rooting systems of the plant.
Some benefits that may be obtained through the use of potassium are:
| ● | increased yield and quality; |
| ● | increased production of proteins; |
| ● | increased photosynthesis; |
| ● | intensified transport and storage of assimilates; |
| ● | prolonged and more intense assimilation period; |
| ● | improved water efficiency; |
| ● | regulated opening and closure of stomata; and |
| ● | synthesis of lycopene. |
Potassium chloride is also an important component for our specialty plant nutrition product line, where it is used as a raw material to produce potassium nitrate.
Since 2009, our effective end product capacity has increased to over 2 million metric tons per year, giving us improved flexibility and market coverage.
Potassium: Marketing and Customers
In 2022, we sold potassium chloride and potassium sulfate to approximately 467 customers in approximately 32 countries. One individual customer accounted for more than 10% of our revenues of potassium chloride and potassium sulfate in 2022, representing approximately 11% of our revenues in the business line. We estimate that our ten largest customers accounted in the aggregate for approximately 49% of such revenues. No supplier accounted for more than 10% of the cost of sales of this business line. We make lease payments to Corfo which are associated with the sale of different products produced in the Salar de Atacama, including lithium carbonate, lithium hydroxide and potassium chloride. See Note 21.2 to our consolidated financial statements for the disclosure of lease payments made to Corfo for all periods presented.
The following table shows the geographical breakdown of our revenues:
Revenues breakdown |
| 2022 |
| 2021 |
| 2020 |
|
North America |
| 16 | % | 14 | % | 19 | % |
Europe |
| 6 | % | 8 | % | 14 | % |
Chile |
| 15 | % | 12 | % | 11 | % |
Central and South America (excluding Chile) |
| 41 | % | 51 | % | 35 | % |
Asia and Others |
| 22 | % | 14 | % | 21 | % |
Potassium: Competition
We estimate that we accounted for approximately 1% of global sales of potassium chloride in 2021. Our main competitors are Nutrien, Uralkali, Belaruskali and Mosaic. We estimate that in 2022, Nutrien accounted for approximately 21% of global sales, Uralkali accounted for approximately 15% of global sales, Mosaic accounted for approximately 13% of global sales and Belaruskali accounted for approximately 10% of global sales.
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Industrial Chemicals
In 2022, our revenues from industrial chemicals were US$165.2 million, representing approximately 1.5% of our total revenues for that year.
The following table shows our sales volumes of industrial chemicals and total revenues for 2022, 2021 and 2020:
| 2022 |
| 2021 |
| 2020 | |
Sales volumes (Th. MT) |
|
|
|
|
|
|
Industrial chemicals |
| 147.0 |
| 174.5 |
| 225.1 |
Total revenues (in US$millions) |
| 165.2 |
| 132.0 |
| 160.6 |
Revenues for industrial chemicals increased to US$165.2 million in 2022 from US$132.0 million in 2021, as a result of higher sales volumes in this business line, which offset lower sales volumes. Sales volumes in 2022 decreased 15.8% compared to sales volumes reported last year, while average prices in the business line increased 48.6% during 2022 compared to average prices reported during 2021.
Industrial Chemicals: Market
Industrial sodium and potassium nitrates are used in a wide range of industrial applications, including the production of glass, ceramics and explosives, metal recycling, insulation materials, metal treatments, thermal solar and various chemical processes.
We are also experiencing a growing interest in using solar salts in thermal storage solutions not related to CSP technology. Due to their proven performance, solar salts are being tested in industrial heat processes and heat waste solutions. These new applications may open new opportunities for solar salts uses in the near future, such as retrofitting coal plants.
Industrial Chemicals: Our Products
We produce and sell three industrial chemicals: sodium nitrate, potassium nitrate and potassium chloride. Sodium nitrate is used primarily in the production of glass, explosives, metal treatment, metal recycling and the production of insulation materials, adhesives, among other uses. Potassium nitrate is used in the manufacturing of specialty glass, and it is also an important raw material for the production of frits for the ceramics, enamel industries, metal treatment and pyrotechnics. Solar salts, a combination of potassium nitrate and sodium nitrate, are used as a thermal storage medium in concentrated solar power plants. Potassium chloride is a basic chemical used to produce potassium hydroxide, and it is also used as an additive in oil drilling and in food processing, among other uses.
In addition to producing sodium and potassium nitrate for agricultural applications, we produce different grades of these products, including prilled grades, for industrial applications. The grades differ mainly in their chemical purity. We have operational flexibility in producing industrial grade nitrates, because they are produced from the same process as their equivalent agricultural grades, needing only an additional step of purification. We may, with certain constraints, shift production from one grade to the other in response to market conditions. This flexibility allows us to maximize yields and to reduce commercial risk. In addition to producing industrial nitrates, we produce, market and sell industrial-grade potassium chloride.
Industrial Chemicals: Marketing and Customers
In 2022, we sold our industrial nitrate products in approximately 58 countries, to approximately 261 customers. One customer accounted for more than 10% of our revenues of industrial chemicals in 2022, accounting for approximately 27.3%, and our ten largest customers accounted in the aggregate for approximately 54.6% of such revenues. No supplier accounted for more than 10% of the cost of sales of this business line. We make lease payments to Corfo which are associated with the sale of different products produced in the Salar de Atacama, including lithium carbonate, lithium
37
hydroxide and potassium chloride. See Note 21.2 to our consolidated financial statements for the disclosure of lease payments made to Corfo for all periods presented.
The following table shows the geographical breakdown of our revenues for 2022, 2021 and 2020:
Revenues breakdown |
| 2022 |
| 2021 |
| 2020 |
|
North America |
| 36 | % | 23 | % | 15 | % |
Europe |
| 17 | % | 14 | % | 7 | % |
Chile |
| 1 | % | 3 | % | 3 | % |
Central and South America (excluding Chile) |
| 7 | % | 6 | % | 3 | % |
Asia and Others |
| 39 | % | 55 | % | 72 | % |
Our industrial chemical products are marketed mainly through our own network of offices, logistic platforms, representatives and distributors. We maintain updated inventories of our stocks of sodium nitrate and potassium nitrate, classified according to graduation, to facilitate prompt dispatch from our warehouses. We provide support to our customers and continuously work with them to improve our service and quality, together with developing new products and applications for our products.
Industrial Chemicals: Competition
We believe that we are one of the world’s largest producers of industrial sodium nitrate and potassium nitrate. In 2022, our estimated market share by volume for industrial potassium nitrate was 60% and for industrial sodium nitrate was 39% (excluding domestic demand in China and India).
Our competitors in sodium nitrate are mainly based in Europe and Asia, producing sodium nitrate as a by-product of other production processes. In sodium nitrate, BASF AG, a German corporation, and several producers in Eastern Europe and China are competitive since they produce industrial sodium nitrate as a by-product. Our industrial sodium nitrate grades also compete indirectly with substitute chemicals, including sodium carbonate, sodium sulfate, calcium nitrate and ammonium nitrate, which may be used in certain applications in place of sodium nitrate and are available from a large number of producers worldwide.
Our main competitors in the industrial potassium nitrate business are Haifa Chemicals, Kemapco and some Chinese producers, which we estimate had a market share of 9%, 5% and 17%, respectively, in 2022. We estimate that our market share was approximately 60% for 2022.
Producers of industrial sodium nitrate and industrial potassium nitrate compete in the marketplace based on attributes such as product quality, delivery reliability, price, and customer service. Our operation offers both products at high quality and with low cost.
In the industrial potassium chloride market, we are a relatively small producer, mainly focused on supplying regional needs.
Other Products
SQM also derives revenue from the commercialization of third-party fertilizers (specialty and commodity). These fertilizers are traded in large volumes worldwide and are used as raw material for our specialty mixes or to complement our product portfolio. We have developed commercial management, supply, flexibility and inventory management
38
capabilities that allow us to adapt to the changing fertilizer market in which we operate and obtain profits from these transactions.
Production Process
Our integrated production process can be classified according to our natural resources:
| ● | caliche ore deposits, which contain nitrates, iodine and potassium; and |
| ● | brines from the Salar de Atacama, which contain potassium, lithium, sulfate, boron and magnesium. |
Caliche Ore Deposits
Caliche ore deposits are located in the First and Second Regions in northern Chile. During 2022, our mining operations were concentrated in the First Region where we mainly worked in the mining sector Tente en el Aire and in the mining sectors Nueva Victoria Oeste, Norte and Torcaza. The Second Region mining operations at the Pampa Blanca site, the El Toco mine (which is part of the María Elena site) and the Pedro de Valdivia site were suspended in March 2010, November 2013 and November 2015, respectively, in an effort to optimize our production facilities with lower production costs.
Caliche ore is found under a layer of barren overburden in seams with variable thickness from twenty centimeters to four meters, and with the overburden varying in thickness between half a meter and two meters.
Before proper mining begins, the exploration stage is carried out, including complete geological reconnaissance, sampling and drilling caliche ore to determine the quality and characteristics of each deposit. Treatability tests are performed at a pilot plant. Drill-hole samples are properly identified and tested at our chemical laboratories. With the exploration information on a closed grid pattern of drill holes, the ore evaluation stage provides information for mine planning purposes. Mine planning is done on a long-term basis (ten years), medium-term basis (three to five years) and short-term basis (one year). Once all of this information has been compiled, detailed planning for the exploitation of the mine takes place.
The mining process generally begins with bulldozers first removing the overburden in the mining area. This process is followed by an inspection and review of the drill holes before production drilling and blasting occurs to break the caliche seams. The ore is loaded onto off-road trucks, which take it to the leaching heaps to be processed.
During 2022, SQM implemented two continuous mining equipment systems to replace the drilling and blasting process for mining some of the caliche ore and obtaining a smaller ore size (under 6 ½ inches) that allows a better metallurgical recovery.
The run of mine ore is loaded in heaps and leached with water to produce concentrated solutions containing iodine, nitrate and potassium. These solutions are treated at our iodide plants where iodine is extracted through both solvent-extraction and blow out processes. The remaining solutions, which are rich in nitrates and potassium, are subsequently sent to solar evaporation ponds where the solutions are evaporated and after iodide is obtained, nitrate and potassium salts are produced. These concentrated salts are then sent to Coya Sur where they are used to produce potassium nitrate and sodium nitrate.
Caliche Ore-Derived Products
Caliche ore-derived products are sodium nitrate, potassium nitrate, sodium potassium nitrate and iodine.
Sodium Nitrate
During 2022, sodium nitrate for both agricultural and industrial applications was produced from nitrate salts from our mining operations at Sur Viejo and fed to our new crystallization plant located in Coya Sur. Crystallized sodium nitrate is processed at the Coya Sur production plants to produce sodium nitrate and sodium potassium nitrate in different chemical
39
and physical forms, including crystallized and prilled products. Finally, the products are transported by truck to our port facilities in Tocopilla for shipping to customers and distributors worldwide.
Potassium Nitrate
Potassium nitrate is produced at our Coya Sur facility using a production process developed in-house. The brines generated by the leaching process at Pedro de Valdivia are pumped to Coya Sur’s solar evaporation ponds for a nitrate concentration process. After the nitrate concentration process, the brine is pumped to a conversion plant where potassium salts from the Salar de Atacama and nitrate and potassium salts produced at Nueva Victoria or Coya Sur are added. A chemical reaction begins, transforming sodium nitrate into potassium nitrate and creating formed sodium chloride as a by-product. Depending on the specifications of the required product, it is subjected to an adiabatic or atmospheric cooling process to obtain the required quality.
Our current potassium nitrate production capacity at Coya Sur is approximately 1,300,000 metric tons per year. During 2022, we worked on several initiatives to improve productivity, including the commencement of the construction of a new magnesium abatement plant in Sur Viejo which will allow for high content potassium nitrate salt recovery from potassium salts from the Salar de Atacama. We also began the removal of magnesium in nitrates from Pedro de Valdivia by using high sulfate salts from Pampa Blanca that allow for improved nitrate recovery during the evaporation ponds process.
The potassium nitrate produced at Coya Sur is transported to Tocopilla for shipping and delivery to customers and distributors. All potassium nitrate produced in crystallized or prilled form at Coya Sur has been certified by TÜV-Rheinland under the quality standard ISO 9001:2015.
Sodium Potassium Nitrate
Sodium potassium nitrate is a mixture of approximately two parts sodium nitrate per one part potassium nitrate. We produce sodium potassium nitrate at our Coya Sur prilling facilities using standard, non-patented production methods we have developed. Crystallized sodium nitrate is supplied together with the crystallized potassium nitrate to the prilling plant where it is mixed producing sodium potassium nitrate, which is then melted and prilled. The prilled sodium potassium nitrate is transported to Tocopilla for bulk shipment to customers and distributors.
The core production process for sodium potassium nitrate is basically the same as that for sodium nitrate and potassium nitrate discussed above. With certain production restraints and following market conditions, we may supply sodium nitrate, potassium nitrate or sodium potassium nitrate, either in prilled or crystallized form.
Iodine and Iodine Derivatives
During 2022, we produced iodine at our facilities at Nueva Victoria (including the Iris facility) and Pedro de Valdivia. Iodine is extracted from solutions produced by leaching caliche ore.
As in the case of nitrates, the process of extracting iodine from the caliche ore is well established, but variations in the iodine and other chemical contents of the treated ore and other operating parameters require a high level of know-how to manage the process effectively and efficiently.
The solutions resulting from the leaching of caliche ore carry iodine in iodate form. Part of the iodate solution is reduced to iodide using sulfur dioxide, which is produced by burning sulfur. The resulting iodide is combined with the rest of the untreated iodate solution to release elemental iodine in low concentrations. The iodine is then extracted from the aqueous solutions and concentrated in iodide form using a solvent extraction and stripping plant in the Pedro de Valdivia and Nueva Victoria facilities and using a blow out plant in the Iris facility. The concentrated iodide is oxidized to metallic iodine, which is then refined through a smelting process and prilled. We have obtained patents in the United States and Chile (Chilean patent number 47,080) for our iodine prilling process.
Prilled iodine is tested for quality control purposes, using international standard procedures. It is then packed in 20 to 50-kilogram drums or 350-to-700-kilogram maxi bags and transported by truck to Antofagasta, Mejillones, or Iquique for
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export. Our iodine and iodine derivatives production facilities have been certified by TÜV-Rheinland under the ISO 9001:2015 program, providing third-party certificationof our quality management system. The last recertification process was approved in November 2020, valid through 2023.
Our total iodine production in 2022 was 12,350 metric tons predominately from Nueva Victoria. We have the flexibility to adjust our production according to market conditions. Following the production facility restructuring at Pedro de Valdivia and Nueva Victoria, along with the ramp-up of our new iodide plant in Nueva Victoria, our total current production capacity at our iodine production plants is approximately 14,800 metric tons per year, this considers efficiency projects at the Nueva Victoria prilling plant. Currently, all the finished iodine is produced in Nueva Victoria, since production at the Pedro de Valdivia plant has been suspended since November 2021 and will be restarted as more iodine production capacity is needed.
In November 2021, the Tarapacá Environmental Assessment Commission environmentally authorized the Tente en el Aire project, which allows the productive capacities of the Nueva Victoria Faena facility to be increased, incorporating seawater for its processes. This project expects to incorporate the use of up to 900 liters per second of seawater, increasing the mine area and allowing for increased production of iodine and nitrate salts.
In parallel, work is being done on the new Pampa Orcoma project in the Tarapacá Region. This has an approved RCA for 2,500 tons of iodine per year and 320,000 tons of nitrate-rich salts per year, in addition to the use of 200 liters/second of seawater for the leaching operation. Currently, progress is being made with the processing of the necessary permits for its exploitation.
We use a portion of the iodine we produce to manufacture inorganic iodine derivatives, which are intermediate products used for manufacturing agricultural and nutritional applications, at facilities located near Santiago, Chile. We also produce inorganic and organic iodine derivative products together with Ajay, which purchases iodine from us. In the past, we have primarily sold our iodine derivative products in South America, Africa and Asia, while Ajay and its affiliates have primarily sold their iodine derivative products in North America and Europe.
Salar de Atacama Brine Deposits
The Salar de Atacama, located approximately 210 kilometers east of Antofagasta, is a salt-encrusted depression in the Atacama Desert, within which lies an underground deposit of brines contained in porous sodium chloride rock fed by an underground inflow from the Andes mountains, which is the result of millions of years of climatic and tectonic impacts. Brines are pumped from depths of 15 to 150 meters below surface, through a field of wells that are located in the Salar de Atacama, distributed in areas authorized for exploitation, and which contain relatively high concentrations of potassium, lithium, sulfates and other minerals.
The brines are estimated to cover a surface of approximately 2,800 square kilometers and contain commercially exploitable deposits of potassium, lithium, sulfates and boron. Concentrations vary at different locations throughout the Salar de Atacama. Our mining exploitation rights to the Salar de Atacama are pursuant to the Corfo Agreements, which expire in 2030. The Corfo Agreements, as amended in January 2018, permits the CCHEN to establish a total accumulated production and sales limit of up to 349,553 metric tons of lithium metallic equivalent (1,860,671 tons of lithium carbonate equivalent), which is in addition to the approximately 64,816 metric tons of lithium metallic equivalent (345,015 tons of lithium carbonate equivalent) then remaining from the originally authorized amount. See “Item 10.C. Material Contracts – Corfo Agreements.”
For the year ended December 31, 2022, revenues related to products originating from the Salar de Atacama represented 80% of our consolidated revenues, consisting of revenues from our potassium business line and our lithium and derivatives business line for the period. All of our products originating from the Salar de Atacama are derived from our extraction operations under the Corfo Agreements. As of December 31, 2022, only 8 years remain on the term of the Corfo Agreements.
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Products Derived from the Salar de Atacama Brines
The products derived from the Salar de Atacama brines are potassium chloride, potassium salts, lithium chloride solutions, lithium carbonate, lithium hydroxide, lithium salts, potassium sulfate, boric acid, sodium chloride and bischofite (magnesium chloride).
Potassium Chloride
We use potassium chloride in the production of potassium nitrate. Production of our own supplies of potassium chloride provides us with substantial raw material cost savings. We also sell potassium chloride to third parties, primarily as a commodity fertilizer.
In order to produce potassium chloride, brines from the Salar de Atacama are pumped to solar evaporation ponds. Evaporation of the water contained in the brine, results in a crystallized mixture of salts with various content levels of potassium, sodium and magnesium. In the first stage of the evaporation process, sodium chloride salts (halite) precipitate, they are then harvested and removed; these salts have the potential to be used in the copper mining process. In the second stage of the evaporation process, the remaining brine from the first stage is transferred to other evaporation ponds where potassium chloride salts together with sodium chloride (sylvinite) precipitate, these salts are harvested and then sent for treatment at one of the wet potassium chloride plants where potassium chloride is separated by a grinding, flotation, and filtering process. In the final evaporation stage, salts containing magnesium are harvested and treated at one of the cold leach plants where magnesium is removed. Part of the potassium chloride is transported approximately 300 kilometers to our Coya Sur facilities via a dedicated truck transport system, where it is used in the production of potassium nitrate. The use of potassium chloride salts as a raw material in Coya Sur allows us to capture significant savings, as it allows us to use potassium salts with different qualities and to avoid buying and importing potassium chloride from external sources.
The remainder of the potassium chloride produced at the Salar de Atacama is shipped to our port in Tocopilla in either crystalized (standard) or granular (compacted) form and then shipped and sold as a commodity fertilizer to third parties. All of our potassium chloride-related plants in the Salar de Atacama currently have a nominal production capacity of up to 2.6 million metric tons per year. Actual production capacity depends on volume, quality and performance of the salts used in the process and quality of the mining resources pumped from the Salar de Atacama.
The brine that remain in the evaporation pond system after removal of the sodium chloride and potassium chloride generates a concentrated lithium chloride solution, which is used to produce lithium carbonate (as described below) and generates salts rich in magnesium chloride (bischfite) as a by-product.
Lithium Chloride Solution and Lithium Carbonate
After the production and precipitation of the potassium chloride salts, a portion of the solutions remaining is sent to additional solar evaporation ponds adjacent to the potassium evaporation ponds. At this stage, the solution is purified and concentrated by precipitation to remove impurities it may still contain, including calcium, sulfate, potassium, sodium and magnesium, reaching a lithium concentration level of approximately 5-6%. The next step is the process of concentration and purification of the remaining concentrated solution of lithium chloride, which is transported by truck to the Carmen Lithium production facilities located near Antofagasta, approximately 190 kilometers southeast of the Salar de Atacama. At this plant, the solution is further purified and treated with sodium carbonate to produce lithium carbonate, which is dried and then, if necessary, compacted and finally packaged for shipment to customers.
The production capacity of our lithium carbonate facility at the end of 2022 was 180,000 metric tons per year.
Future production will depend on the actual volumes and quality of the lithium solutions sent by the Salar de Atacama operations, as well as prevailing market conditions. Our future production will also be subject to the extraction limit described in the Corfo Agreements mentioned above. See “—Salar de Atacama Brine Deposits” and “Item 8.A.7 Legal Proceedings.”
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Our lithium carbonate production quality assurance program has been certified by TÜV-Rheinland under ISO 9001:2015 since September 2018.
Lithium Hydroxide
Lithium carbonate is sold to customers, and we also use it as a raw material for our lithium hydroxide production, which started operations at the end of 2005. We currently have three lithium hydroxide plants, one of which entered into operations at the end of March 2022, and have a total production capacity of 30,000 metric tons per year at the end of 2022. These plants are located at the Carmen Lithium production facility, adjacent to our lithium carbonate operations.
In the production process, lithium carbonate is reacted with a lime solution to produce lithium hydroxide brine and calcium carbonate salt. The calcium carbonate salt is removed from the process by filtration and the lithium hydroxide brine is stored in ponds. The brine is then evaporated in a multi-effect evaporator and crystallized to produce lithium hydroxide which is then dried and packaged for shipment to customers.
Our lithium hydroxide production quality assurance program has been certified by TÜV-Rheinland under ISO 9001:2015 since September 2018.
Potassium Sulfate and Boric Acid
Approximately 12 kilometers northeast of the potassium chloride facilities at the Salar de Atacama, we use the brines from the Salar de Atacama to produce potassium sulfate, potassium chloride (as a by-product of the potassium sulfate process) and, depending on market conditions, boric acid. The plant is located in an area of the Salar de Atacama where high sulfate and potassium concentrations are found in the brines to produce potassium sulfate. The brine is pumped to solar evaporation ponds, where sodium chloride salts are precipitated, harvested and put into piles. After further evaporation, the sulfate and potassium salts precipitate in different concentrations and are harvested and sent for processing to the potassium sulfate plant. Potassium sulfate is produced using flotation, concentration and reaction processes, after which it is crystallized, filtered, dried, classified and packaged for shipment.
Production capacity for the potassium sulfate plant is approximately 340,000 metric tons per year, of which approximately 95,000 metric tons correspond to potassium chloride obtained as a by-product of this process. This capacity is part of the total nominal plant capacity of 2.6 million metric tons per year. In our dual plant complex, we may switch, to some extent, between potassium chloride and potassium sulfate production. Part of the pond system in this area is also used to process potassium chloride brines extracted from the low sulfate concentration areas found in the Salar de Atacama. Depending on the conditions for the optimization of the deposit operation and/or market conditions, potassium sulfate production can be modified to produce potassium chloride.
The principal by-products of the production of potassium sulfate are: (i) non-commercial sodium chloride, which is deposited at sites near the production facility and (ii) remaining solutions, which are re-injected into the Salar de Atacama or returned to the evaporation ponds. The principal by-products of the boric acid production process are remaining solutions that are treated with sodium carbonate to neutralize acidity and then are reinjected into the Salar de Atacama.
Raw Materials
The main raw material that we require in the production of nitrate and iodine is caliche ore, which is obtained from our surface mines. The main raw material in the production of potassium chloride, lithium carbonate, lithium hydroxide and potassium sulfate is the brine extracted from our operations at the Salar de Atacama.
Other important raw materials are sodium carbonate (used for lithium carbonate production), calcium oxide, sulfuric acid, hydrochloric acid, kerosene, sulphur, anti-caking and anti-dust agents, calcium oxide, potassium carbonate, ammonium nitrate (used for the preparation of explosives in the mining operations), woven bags for packaging our final products, electricity acquired from electric utilities companies, and liquefied natural gas and fuel oil for heat generation. Our raw material costs (excluding caliche ore and salar brines and including energy) represented approximately 00% of our cost of sales in 2022.
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Since 2017, we have been connected to the central grid, which supplies electricity to the majority of cities and industries in Chile. We have several electricity supply agreements signed with major producers in Chile, which are within the contract terms. Our electricity needs are primarily covered by Power Purchase Agreements that we entered into with Empresa Eléctrica Cochrane SpA (an AES affiliate) on December 31, 2012.
For our supply of liquefied natural gas, we maintain a five-year contract with Engie, which was executed in 2019 and some annual contracts to supply possible increases in demand. In addition, we have a supply of liquefied petroleum gas (LPG) from Lipigas at the Carmen Lithium production facility and the Salar de Atacama.
We obtain ammonium nitrate, sulfuric acid, hydrochloric acid, kerosene, sulphur, calcium oxide and soda ash from several large suppliers, mainly in Chile,,the United States and Europe, under long-term contracts or general agreements, some of which contain provisions for annual revisions of prices, quantities and deliveries. Diesel fuel is obtained under contracts that provide fuel at international market prices.
We believe that all of our contracts and agreements with third-party suppliers with respect to our main raw materials contain standard and customary commercial terms and conditions.
Water Supply
We hold water rights for the supply of surface and subterranean water near our production facilities. The main sources of water for our nitrate and iodine facilities at Pedro de Valdivia, María Elena and Coya Sur are the Loa and San Salvador rivers, which run near our production facilities. Water for our Nueva Victoria and Salar de Atacama facilities is obtained from wells near the production facilities. In addition, we buy water from third parties for our lithium carbonate and lithium hydroxide production processes at the Carmen Lithium production facility, and we also purchase potable water from local utility companies.
We have proposed projects which would allow us to use seawater in the future. These seawater projects could face timing issues, have permits uncertainty which make them difficult to develop and construct.
Government Regulations
Regulations in Chile Generally
We are subject to the full range of government regulations and supervision generally applicable to companies engaged in business in Chile, including labor laws, social security laws, public health laws, consumer protection laws, tax laws, environmental laws, free competition laws, and securities laws. These include regulations to ensure sanitary and safety conditions in manufacturing plants.
We conduct our mining operations pursuant to judicial exploration concessions and exploitation concessions granted pursuant to applicable Chilean law. Exploitation concessions essentially grant a perpetual right (with the exception of the Salar de Atacama rights, which have been leased to us until 2030) to conduct mining operations in the areas covered by such concessions, provided that annual concession fees are paid. Exploration concessions permit us to explore for mineral resources on the land covered thereby for a specified period, and to subsequently request a corresponding exploitation concession.
Under Law No. 16,319 that created the Chilean Nuclear Energy Commission (Comisión Chilena de Energía Nuclear), or “CCHEN”, we have an obligation to the CCHEN regarding the exploitation and sale of lithium from the Salar de Atacama, which prohibits the use of lithium for nuclear fusion. In addition, CCHEN has imposed quotas that limit the total tonnage of lithium authorized to be sold, along with other conditions.
We also hold water use rights granted by the respective administrative authorities and which enable us to have a supply of water from rivers or wells near our production facilities sufficient to meet our current operating requirements. See “Item 3.D. Risk Factors—Risks Relating to Chile—Changes to the Chilean Constitution could impact a wide range of rights, including mining rights and water rights, and could affect our business, results of operations and financial
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conditions.” and “—Changes in water rights laws and other regulations could affect our operating costs.” The Chilean Constitution, the Water Code and related regulations are subject to change, which could have a material adverse impact on our business, financial conditions and results of operations.
We operate port facilities at Tocopilla, Chile for the shipment of products and the delivery of raw materials in conformity with maritime concessions, which have been granted by the respective administrative authorities. These concessions are normally renewable on application, provided that such facilities are used as authorized and annual concession fees are paid.
In 2005, Law No. 20,026, known as the “Law to Establish a Specific Tax on Mining Activity” (Ley que Establece un Impuesto Específico a la Actividad Minera) or the “Royalty Law”, established a tax to be applied to mining activities developed in Chile. In 2010, modifications were made to the Royalty Law and taxes were increased.
On February 24, 2020, Law No.21,210 the “Law to Modernize the Tax Legislation” was published. As a result of these reforms, open stock corporations, such as SQM, are subject to the general corporate tax rules. The corporate tax rate that applies to us increased to 27% in 2018.
The Chilean government may again decide to levy additional taxes on mining companies or other corporations in Chile, and such taxes could have a material adverse impact on our business, financial conditions and results of operations.
We are also subject to the Chilean Labor Code and the Subcontracting Law, which are overseen by the Labor Authority (Dirección del Trabajo), the National Geology and Mining Service (Servicio Nacional de Geología y Minería) or “Sernageomin”, and the National Health Service. Recent changes to these laws and their application may have a material adverse effect on our business, financial condition and results of operations. See “Item 3.D. Risk Factors—Risks Relating to Our Business—We are exposed to labor strikes and labor liabilities that could impact our production levels and costs.”
In addition, we are subject to Law No. 20,393, which establishes criminal liability for legal entities, for crimes such as, (a) asset laundering, (b) financing terrorism, (c) bribery and (d) obliging employees to breach sanitary restrictions ordered by the local authorities. Potential sanctions for violations under this law could include (i) fines, (ii) loss of certain governmental benefits during a given period, (iii) a temporary or permanent bar against the corporation executing contracts with governmental entities, and (iv) dissolution of the corporation.
We are subject to the Securities Market Law and Law No. 18,046 on Corporations (Ley de Sociedades Anónimas) or the “Chilean Corporations Act”, which regulates corporate governance of public companies. Specifically, the Chilean Corporations Act regulates, among other things, independent director requirements, disclosure obligations to the general public and to the CMF, as well as regulations relating to the use of inside information, the independence of external auditors, and procedures for the analysis of transactions with related parties. See “Item 6.C. Board Practices” and “Item 7.B. Related Party Transactions.”
Law No. 21,455, which was published in the Official Gazette on June 21, 2022, establishes a legal framework for facing the challenges derived from climate change and complying with the Chilean State’s international commitments regarding such issue. Law No. 21,455, amends the Chilean Corporations Act to recquire open stock corporations registered in the Securities Register to periodically provide information to CMF in connection with the impact of their activities on the environment and climate change.
Law No. 21,521, which was published in the Official Gazette on January 4, 2023, seeks to promote competition and financial inclusion in financial services through innovation and technology. Law No. 21,521 regulates the following financial services: (i) crowdfunding platforms; (ii) alternative systems for the transaction of financial instruments or securities; (iii) credit advice; (iv) investment advice (v) custody of financial instruments; (vi) order routing, and (vii) intermediation of financial instruments. In addition, Law No. 21,521 amends the Chilean Corporations Act to increase by 2,000 (or the higher number determined by the CMF) the number of shareholders that a closed corporation must have to be required to register its shares in the Securities Registry and become an open stock corporation. Law No. 21,521 also amends the Securities Market Law to establish a simplified regime for debt securities, which will be detailed by the CMF.
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There are currently no material legal or administrative proceedings pending against us except as discussed under “Item 8.A.7 Legal Proceedings”, in Note 20 to our consolidated financial statements and below under “Safety, Health and Environmental Regulations in Chile.”
Safety, Health and Environmental Regulations in Chile
Our operations in Chile are subject to both national and local regulations related to safety, health and environmental protection. In Chile, the main regulations on these matters that are applicable to us are the Mine Health and Safety Act of 1989 (Reglamento de Seguridad Minera or the “Mine Health and Safety Act”), the Health Code (Código Sanitario), the Health and Basic Conditions Act of 1999 (Reglamento sobre Condiciones Sanitarias y Ambientales Básicas en los Lugares de Trabajo or the “Health and Basic Conditions Act”), the Subcontracting Law, the Environmental Law of 1994, amended in 2010 (Ley sobre Bases Generales del Medio Ambiente or the “Environmental Law”) and Law No.16,744 of the Labor Code relating to workplace accidents and occupational diseases (“Law No. 16,744”).
Health and safety at work are fundamental aspects in the management of mining operations, which is why we have made constant efforts to maintain good health and safety conditions for the people working at our mining sites and facilities. In addition to the role played by us in this important matter, the Chilean government has a regulatory role, enacting and enforcing regulations in order to protect and ensure the health and safety of workers. The Chilean government, acting through the Ministry of Labor and Social Security, Ministry of Health, and the Sernageomin, performs health and safety inspections at the mining sites and oversees mining projects, among other tasks, and it has exclusive powers to enforce standards related to environmental conditions and the health and safety of the people performing activities related to mining.
The regulations set in Law No. 16744 and the Mine Health and Safety Act protect workers and nearby communities from health and safety hazards. The Health and Basic Conditions Act along with our Internal Mining Standards (Reglamentos Internos Mineros) establish guidelines to maintain a workplace where safety and health risks are managed appropriately. We are subject to the general provisions of the Health and Basic Conditions Act, our own internal standards and the provisions of the Mine Health and Safety Act. In the event of non-compliance, the Ministry of Health and relevant regulatory bodies are entitled to use their enforcement powers to ensure compliance with the law.
In November 2011, the Ministry of Mining enacted Law No. 20,551 that regulates the closure of mining sites and facilities (Ley que Regula el Cierre de Faenas e Instalaciones Mineras). This statute entered became effective in November 2012 and required all mining sites to present or update their closure plans as of November 2014. SQM has fulfilled this requirement for all of its mining sites and facilities. The main requirements of the law are related to disclosures to the Sernageomin regarding decommissioning plans for each mining site and its facilities, along with the estimated cost to implement such plans. The mining site closure plans are approved by Sernageomin and the corresponding financial assurances are subject to approval by the CMF. In both cases, SQM has received the requisite approvals. During 2020, any required closure plans were updated and presented to Sernageomin in accordance with required deadlines. In 2022, updates of the Pedro de Valdivia and Tocopilla sites were approved and the process continued according to the comments received. During 2022, Sernageomin approved the updates to the closure plans of the Salar de Atacama, Carmen lithium chemical plant, Coya Sur, Nueva Victoria and Orcoma. The approval updates for the closure plans of the Pampa Blanca and Maria Elena sites are still pending.
We continuously monitor the impact of our operations on the environment and on the health of our employees and other persons who may be affected by such operations. We have made modifications to our facilities in an effort to eliminate any adverse impacts. Also, over time, new environmental standards and regulations have been enacted, which have required minor adjustments or modifications of our operations. We anticipate that additional laws and regulations will be enacted over time with respect to environmental matters. There can be no assurance that future legislative or regulatory developments will not impose new restrictions on our operations. We are committed to continuously improving our environmental performance through our Environmental Management System (“EMS”).
Since our sustainable development plan was announced, we have participated in voluntary qualifications such as Ecovadis, international certifications such as Responsible Conduct from the Association of Chemical Industries of Chile,
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Protect&Sustain from the International Fertilizer Association, ISO 14001, ISO 45001 and ISO 50001, and the Standard IRMA Certification Audit, to promote responsible mining.
In 2021, the Port of Tocopilla was certified for Responsible Conduct, obtaining level 2 certification. Likewise, during 2022, the Nueva Victoria Site was recertified, obtaining level 1 certification. On the other hand, the Protect&Sustain certification applies to the operations of Coya Sur, Salar de Atacama, Antofagasta, Santiago and the Port of Tocopilla.
During 2022, the external IRMA certification audit (phase 2) began in the Salar de Atacama operation, and we expect to receive the final results during 2023.
Regarding the ISO management systems, the Port of Tocopilla was certified in January 2022 in ISO 14001. We completed the phase 2 of ISO 14001 and 45001 certification process in the Salar de Atacama and the Carmen chemical plant, and continued with the implementation process of ISO 50001 in the Salar de Atacama and Nueva Victoria to support decarbonization goals associated with energy management systems.
During 2022, we participated in the Dow Jones Sustainability Indices (DJSI) assessment and were accepted into the MILA and Chile indices for the third consecutive year and were included in the Sustainability Yearbook 2023. We evaluated ourselves in Carbon Disclosure Project (CDP) where we received a category B rating, which is in the management band, higher than the South American region average (category C) and higher than the Chemicals sector average (category B-).
We have submitted and will continue to submit environmental impact assessment studies related to our projects to the governmental authorities. We require the authorization of these submissions in order to maintain and to increase our production capacity.
International Regulations
We are subject to complex regulatory requirements in the various jurisdictions in which we operate, including the following implemented during 2022:
In 2019, Regulation (EU) 2019/1009 was published, which establishes provisions regarding the marketing of fertilizing products and repeals Regulation (EC) No. 2003/2003. Regulation (EU) 2019/1009 entered into force in July 2022 and changed the way fertilizers are placed in the EU market. All products manufactured by SQM in Chile meet the requirements of Regulation (EU) 2019/1009 and the applicable type of conformity assessment has been carried out. We have also evaluated and continue to evaluate if raw materials from third parties for the manufacturing of water soluble NPK formulas produced in The Netherlands and Spain meet the new requirements of Regulation (EU) 2019/1009.
We continue our active participation as a member of the Standing Committee on Precursors of the European Commission, which monitors and assists in the implementation of Regulation (EU) 2019/1148 on the marketing and use of explosive precursors. The invoices and safety data sheets of our products covered by Regulation (EU) 2019/1148 inform of such a condition so that our European users are informed and can take the pertinent measures.
Regulation (EC) 1907/2006 (REACH) is the main framework for chemical’s control in the EU. SQM has acted as lead registrant for four substances: iodine, sodium nitrate, potassium nitrate and urea phosphate. During 2022, the EU REACH iodine dossier was successfully updated, and we continue the process for the other three substances with the aim of updating their dossiers during 2023. At the end of 2022, Commission Regulation (EU) 2020/878 replaced Annex II to REACH introducing changes to safety data sheets, a key hazard communication tool. SQM adjusted its documents to the new format accordingly.
Commission Delegated Regulation (EU) 2021/849 amended Part 3 of Annex VI to Regulation (EC) No 1272/2008 which introduced new concentration limits for boric acid, a micronutrient used in water soluble NPK formulas. This amendment is effective beginning December 2022 and the hazard classification of all formulas containing boric acid were reviewed and updated when needed. Downstream users were all notified accordingly.
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In other jurisdictions, in 2022 we continued our work for the registrations of products under other similar chemicals control regulations, including UK REACH, Turkey REACH and Korea REACH.
In the field of international transport, SQM actively participated through the Chilean Chemical Industry Association in the 36th and 37th meetings of the Editorial and Technical Group and the 8th meeting of the Sub-Committee on Carriage of Cargoes and Containers of the International Maritime Organization (IMO) proposing new entries for potassium nitrate and sodium nitrate in the IMSBC Code and modifications to SP 964 in the IMDG Code.
Research and Development, Patents and Licenses
See “Item 5.C. Research and Development, Patents and Licenses.”
4.C. Organizational Structure
All of our principal operating subsidiaries are essentially wholly owned, except for SQMC, which is approximately 61% owned by us and whose shares are listed and traded on the Santiago Stock Exchange, and Ajay SQM Chile S.A., which is 51% owned by us. The following is a summary of our main subsidiaries as of December 31, 2022.
SQM Beneficial |
| |||
Country of | Ownership Interest | |||
Principal subsidiaries | Activity | Incorporation | (Direct/Indirect) | |
SQM Nitrates S.A. | Extracts and sells caliche ore to subsidiaries and affiliates of SQM | Chile | 100 | % |
SQM Industrial S.A. | Produces and markets SQM’s products directly and through other subsidiaries and affiliates of SQM | Chile | 100 | % |
SQM Salar S.A. | Exploits the Salar de Atacama to produce and market SQM’s products directly and through other subsidiaries and affiliates of SQM | Chile | 100 | % |
SQM Potasios S.A. | Produces and markets SQM’s products directly and through other subsidiaries and affiliates of SQM | Chile | 100 | % |
Servicios Integrates de Transitos y Transferencias S.A. (SIT) | Owns and operates a rail transport system and also owns and operates the Tocopilla port facilities | Chile | 100 | % |
Orcoma Estudios SPA | Holds permits and studies of the Orcoma Project | Chile | 100 | % |
Orcoma SPA | Holds environmental permits and mining tenement of the Orcoma Project | Chile | 100 | % |
Sociedad Contractual Minera Bufalo | Mining exploration | Chile | 100 | % |
RS Agro Chemical Trading Corporation A.V.V. | A finance vehicle | Aruba | 100 | % |
Soquimich Comercial S.A. | Markets SQM’s specialty plant nutrition products domestically and imports fertilizers for resale in Chile | Chile | 61 | % |
Ajay-SQM Chile S.A. | Produces and markets SQM’s iodine and iodine derivatives | Chile | 51 | % |
Sales and distribution subsidiaries in the United States, Argentina, Belgium, Brazil, China, Colombia, Ecuador, Mexico, Peru, South Africa, Spain, and other locations. | Market SQM’s products throughout the world | Various |
|
For a list of all our consolidated subsidiaries, see Note 2.5 to our consolidated financial statements.
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4.D. Property, Plant and Equipment
Mineral Reserves and Resources
Information concerning our mining properties in this Annual Report on Form 20-F has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K. Among other things, subpart 1300 of Regulation S-K requires disclosure of mineral resources, in addition to mineral reserves, as of December 31, 2022, both in the aggregate and for each of our individually material mining properties. Our mineral reserves and resources are estimated by individuals deemed Qualified Persons (QP) according to the standards set forth in subpart 1300 of Regulation S-K.
SQM believes it is a production stage company based on the classification of its material properties. SQM reports mineral resource and reserve estimates for development and production stage projects, following the classification done by SQM of its material properties. See the individual property disclosures below for further details regarding the mineral rights, titles, property size, permits and other information for our significant mineral extraction properties.
Mineral resources and reserves are defined in subpart 1300 of Regulation S-K as follows:
| ● | Mineral resource. A concentration or occurrence of material of economic interest in or on the earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. |
| ● | Mineral reserve. An estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of a QP, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. |
Under subpart 1300 of Regulation S-K, mineral resources may not be classified as mineral reserves unless the determination has been made by a QP that such mineral resources can be the basis of an economically viable project. The conversion of reported mineral resources to mineral reserves should not be assumed.
Mineral resource classifications are differentiated under subpart 1300 of Regulation S-K, in part, as follows:
| ● | Measured resource. That part of a mineral resource with the highest level of geological confidence; quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a QP to apply modifying factors in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. |
| ● | Indicated resource. That part of a mineral resource with a level of geological confidence between that of measured and inferred resources; quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a QP to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. |
| ● | Inferred resource. That part of a mineral resource with the lowest level of geological confidence; quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. |
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Caliche
Geologists and mining engineers who are QPs prepare our estimates of caliche ore resources and reserves. The resource and reserve figures presented below are estimates and may be subject to modifications due to natural factors that affect the distribution of mineral grades, which would, in turn, modify the recovery of nitrate and iodine. Therefore, no assurance can be given that the indicated levels of recovery of nitrates and iodine will be realized.
We estimate ore resources and reserves based on evaluations, performed by engineers and geologists, of assay values derived from sampling of drillholes and other openings. Drillholes have been made at different space intervals in order to recognize mining resources. Normally, we start with 400x400 meters and then we reduce spacing to 200x200 meters, 100x100 meters and 50x50 meters. The geological occurrence of caliche ore is unique and different from other metallic and non-metallic minerals. Caliche ore is found in large horizontal layers at depths ranging from one to four meters and has an overburden between zero and two meters. This horizontal layering is a natural geological condition and allows us to estimate the continuity of the caliche bed based on surface geological reconnaissance and analysis of samples and trenches.
Salar de Atacama
Hydrogeologists and geologists who are QPs prepare our estimates of the resource and reserve base of potassium, sulfate, lithium and boron dissolved in brines at the Salar de Atacama. We have exploitation concessions through Corfo covering an area of 81,920 hectares, in which we have carried out geological exploitation, brine sampling and geostatistical analysis.
Mt. Holland
Geologists and mining engineers who are QPs prepared the mineral resource and reserve estimation for lithium hydroxide contained in pegmatites at Mt. Holland. The mineral reserve has been calculated from the mine plan created from the mineral resource estimation. Wireframes for the geological domains are defined by mineralization style and based on a cut-off grade of 0.5% lithium oxide.
Mining Rights
The discussion of our mining rights is organized below according to the geographic location of our mining operations. Our caliche ore mining interests are located throughout the valley of the Tarapacá and Antofagasta regions of northern Chile (in a part of the country known as “El Norte Grande”). From caliche ore, we produce products based on nitrates and iodine, and caliche also contains concentrations of potassium. Our mining interests in the brine deposits of the Salar de Atacama are found within the Atacama Desert, in the eastern region of El Norte Grande. From these brines we primarily produce products based on potassium, sulfate, and lithium. Our spodumene mining interests are located in Mt. Holland in Western Australia. From spodumene, we produce lithium hydroxide.
50
The map below shows the location of our principal mining operations in Chile and the exploitation and exploration mining concessions that have been granted to us, as well as the mining properties that we lease from Corfo:
Figure 1. Location of SQM mining operations in Chile and the exploitation and exploration mining concessions.
51
The map below shows the location of our principal mining operations in Australia and the exploitation and exploration mining concessions that have been granted to the Mt. Holland Joint Venture.
Figure 2. Location of Mt. Holland JV mining operations in Australia and the exploitation and exploration mining concessions.
52
Mining Concessions in Chile
We hold our mining rights in Chile pursuant to mining concessions for exploration and exploitation of mining resources granted pursuant to applicable law in Chile. For a discussion of the mining concessions, see “Material Individual Properties — El Norte Grande — Mining Concessions for the Exploration and Exploitation of Caliche Ore” and “—Salar de Atacama Mining Concessions for Exploitation of Brines.”
As of December 31, 2022, approximately 56% of SQM’s mining interests in Chile were held pursuant to Mining Exploitation Concessions and 0.44% pursuant to Mining Exploration Concessions. Of the Mining Exploitation Concessions, approximately 98% already have been granted pursuant to applicable Chilean law, and approximately 2% are in the process of being granted. Of the Mining Exploration Concessions, approximately 100% already have been granted pursuant to applicable Chilean law.
In 2022, we made payments of US$7.3 million to the Chilean government for Mining Exploration and Exploitation Concessions, including the concessions we lease from Corfo. These payments do not include the payments we made directly to Corfo pursuant to the Corfo Agreements, according to the percentages of the sales price of products produced using brines from the Salar de Atacama.
The following table shows the Mining Exploitation and Exploration Concessions held by SQM, including the mining properties we lease from Corfo, as of December 31, 2022:
| Exploitation |
| Exploration |
|
|
|
| |||||
Concessions | Concessions | Total | ||||||||||
Total | Total | Total | ||||||||||
Region of Chile | Number |
| Hectares | Number |
| Hectares | Number | Hectares | ||||
Region I | 2,743 | 514,519 | 2 | 1,000 | 2,745 | 515,519 | ||||||
Region II | 8,921 | 2,345,120 | 17 | 10,900 | 8,938 | 2,356,020 | ||||||
Region III and others |
| 456 |
| 104,921 |
| 3 |
| 500 |
| 459 |
| 105,421 |
Total |
| 12,120 |
| 2,964,560 |
| 22 |
| 12,400 |
| 12,142 |
| 2,976,960 |
The majority of the Mining Exploitation Concessions held by SQM were requested primarily for non-metallic mining purposes. However, a small percentage of our Mining Exploration Concessions were requested for metallic mining purposes. The annual payment to the Chilean government for this group of concessions is higher.
Geological studies over mining properties that were requested primarily for non-metallic mining purposes may show that the concession area is of interest for metallic mining purposes, in which case we must inform the Chilean National Geology and Mining Survey (Sernageomin), indicating that the type of substance contained by such Mining Concessions has changed, for purposes of the annual payment for these rights.
Mt. Holland Mining Rights
The Mt. Holland Lithium project development envelope for the Mine and Concentrator is spread across three core mining tenements (M77/1065, M77/1066 & M77/1080), as well as exploration licenses, general purpose licenses and miscellaneous licenses (Project Tenements), covering an approximate area of 4,606 hectares. A summary map showing the main tenements is provided in Figure 2.
The majority of the project properties are currently registered in equal parts to MH Gold, an affiliate of Wesfarmers Limited, and SQM Australia, an affiliate of SQM. Other exploration rights in the Mt. Holland project are registered to MH Gold Pty Ltd or Montague Resources Australia Pty Ltd, both ultimately controlled by Wesfarmers Chemicals, Energy and Fertilizers (WesCEF). The project is a joint venture, in which SQM owns 50% and Wesfarmers Limited owns the remaining 50% (the “Mt. Holland JV”), and is managed by Covalent Lithium Pty Ltd (“Covalent”), an entity owned 50% by SQM and 50% by Wesfarmers. Covalent is not the registered holder or applicant of the project properties under the Mining Act of 1978 (WA) (Mining Act). Covalent and the joint venturers have entered into an access agreement with Montague and MH Gold that authorizes the Mt. Holland JV to access those properties as required for the purpose of the project.
53
Costs
Caliche ore is the key raw material used in the production of iodine, specialty plant nutrients and industrial chemicals. The following gross margins for the specified business lines were calculated on the same basis as cut-off grades used to estimate our reserves. We expect costs to remain relatively stable in the near future.
| 2022 |
| 2021 |
| 2020 | |||||||
Gross | Gross | Gross | ||||||||||
Margin | Price | Margin | Price | Margin | Price | |||||||
Iodine and Derivatives | 63 | % | US$59/kg | 45 | % | US$36/kg | 50 | % | US$35/kg | |||
Specialty Plant Nutrition |
| 38 | % | US$1,383/ton |
| 29 | % | US$787/ton |
| 23 | % | US$677/ton |
Industrial Chemicals |
| 32 | % | US$1,124/ton |
| 17 | % | US$757/ton |
| 26 | % | US$713/ton |
Brines from the Salar de Atacama are the key raw material used in the production of potassium chloride and potassium sulfate, and lithium and its derivatives. The following gross margins for the specified business lines were calculated on the same basis as cut-off grades used to estimate our reserves. We expect costs to remain relatively stable in the near future.
| 2022 |
| 2021 |
| 2020 | |||||||
Gross | Gross | Gross | ||||||||||
Margin | Price | Margin | Price | Margin | Price | |||||||
Potassium Chloride and Potassium Sulfate | 56 | % | US$910/ton | 39 | % | US$466/ton | 11 | % | US$288/ton | |||
Lithium and Derivatives |
| 55 | % | US$52,000/ton |
| 47 | % | US$9300/ton |
| 23 | % | US$5,931/ton |
Summary of Mineral Reserves and Resources
The following tables summarize our estimated mineral reserves and resources as of December 31, 2022. The quantity of the mineral resources is estimated on an in situ basis as attributable to us. Mineral resources are reported exclusive of mineral reserves. The quantity of the mineral reserves is estimated on a saleable product basis as attributable to us. The relevant technical information supporting mineral reserves and resources for each material property is included in the “Material Individual Properties” section below, as well as in the technical report summaries (“TRS”) filed as Exhibits 96.1, 96.2, 96.3 and 96.4 to this Annual Report on Form 20-F.
54
Summary Mineral Reserves at End of the Fiscal Year Ended December 31, 2022(1)
Proven Mineral Reserves | Probable Mineral Reserves | Total Mineral Reserves | ||||||||||
| Amount |
| Grade |
| Amount |
| Grade |
| Amount |
| Grade | |
(Vol Mm3) | (% Li by weight) | (Vol Mm3) | (% Li by weight) | (Vol Mm3) | (% Li by weight) | |||||||
Lithium—Brines:(2), (3), (4), (5) |
| 143 |
| 0.20 |
| 107 |
| 0.20 |
| 250 |
| 0.20 |
Salar de Atacama, Chile |
|
|
|
|
|
|
|
|
|
|
|
|
| Amount |
| Grade |
| Amount |
| Grade |
| Amount |
| Grade | |
| (MT) |
| (Li2O%) |
| (MT) |
| (Li2O%) |
| (MT) |
| (Li2O%) | |
Lithium—Pegmatite: (6) |
|
|
|
|
|
|
|
|
|
|
|
|
Mt. Holland, Australia |
| 10.8 |
| 1.48 |
| 31.2 |
| 1.6 |
| 42 |
| 1.57 |
|
| Grade |
|
| Grade |
|
| Grade | ||||
| Amount |
| (% K by |
| Amount |
| (% K by |
| Amount |
| (% K by | |
(Vol Mm3) |
| weight) | (Vol Mm3) |
| weight]) | (Vol Mm3) |
| weight) | ||||
Potassium: (2), (3), (4), (5) |
| 143.0 | 2.33 |
| 107.0 |
| 2.16 |
| 250 |
| 226.0 | |
Salar de Atacama, Chile |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grade |
|
| Grade |
|
| Grade | ||||
| Amount |
| (% NO3 by |
| Amount |
| (% NO3 by |
| Amount |
| (% NO3 by | |
(MT) |
| weight) | (MT) |
| weight) | (MT) |
| weight) | ||||
Nitrate: (7), (8), (9) |
|
|
|
|
|
|
|
|
|
|
|
|
El Norte Grande Caliche, Chile |
|
|
|
|
|
|
|
|
|
|
|
|
Pedro de Valdivia |
| 99 |
| 9.1 |
| 112 |
| 5.8 |
| 211 |
| 7.3 |
Maria Elena |
| 94 |
| 8.1 |
| 10 |
| 6.9 |
| 104 |
| 8.0 |
Pampa Blanca |
| 35 |
| 6.3 |
| 498 |
| 4.7 |
| 533 |
| 4.8 |
Nueva Victoria |
| 220 |
| 5.9 |
| 553 |
| 5.1 |
| 773 |
| 5.3 |
Pampa Orcoma |
| — |
| — |
| 309 |
| 6.9 |
| 309 |
| 6.9 |
Total |
| 448 |
| 7.1 |
| 1,482 |
| 5.4 |
| 1,930 |
| 5.8 |
|
| Grade |
|
| Grade |
|
| Grade | ||||
| Amount |
| (I2 parts per |
| Amount |
| (I2 parts per |
| Amount |
| (I2 parts per | |
(MT) |
| million) | (MT) |
| million) | (MT) |
| million) | ||||
Iodine: (7), (8), (9) |
|
|
|
|
|
|
|
|
|
|
|
|
El Norte Grande Caliche, Chile |
|
|
|
|
|
|
|
|
|
|
|
|
Pedro del Valdivia |
| 99 |
| 522 |
| 112 |
| 366 |
| 211 |
| 439 |
Maria Elena |
| 95 |
| 491 |
| 10 |
| 374 |
| 105 |
| 480 |
Pampa Blanca |
| 35 |
| 552 |
| 498 |
| 480 |
| 533 |
| 485 |
Nueva Victoria |
| 220 |
| 441 |
| 553 |
| 415 |
| 773 |
| 422 |
Pampa Orcoma |
| — |
| — |
| 309 |
| 413 |
| 309 |
| 413 |
Total |
| 449 |
| 478 |
| 1,482 |
| 432 |
| 1,930 |
| 443 |
| (1) | Comparisons of values may not add due to rounding of numbers and the differences caused by averaging |
| (2) | Salar de Atacama, Chile. The process efficiency is based on the type of extracted brine at each well over the course of the simulation, the average process efficiency over the entire life of mine (LoM) is approximately 52% for lithium and approximately 74% for potassium. |
| (3) | Salar de Atacama, Chile. The average lithium and potassium concentration is weighted by the simulated extraction rates in each well. |
| (4) | Salar de Atacama, Chile. The mineral resource and reserve estimate considers a 0.05% w/w cut-off grade for lithium based on the cost of generating lithium product, lithium carbonate sales, and the respective cost margin. Based on historical lithium prices from 2010 and the forecast to 2040, a projected lithium carbonate price of US$15,000 per metric ton with the corresponding cost and profit margin is considered with a small increase to accommodate the evaporation area and use of additives. A similar analysis was undertaken for potassium where the cut-off grade of 1% w/w has been set by SQM based on respective costs, sales, and margin. |
| (5) | Salar de Atacama, Chile. This reserve estimate differs from the in-situ base reserve previously reported (SQM, 2020) and considers the modifying factors of converting mineral resources to mineral reserves, including the production wellfield design and efficiency, as well as environmental and process recovery factors. The reserve estimate also considers the expiry of the Lease Agreement in 2030 (end of LoM). The Qualified Persons for the Mineral Reserves are Rodrigo Riquelme and Gino Slanzi. |
55
| (6) | Mt. Holland, Australia. Mineral reserve tonnage and grade have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. Metallurgical processes are designed for nominal 2Mpta ore feed. Process recovery to concentrate is estimated at 75% for lithium oxide for predominantly spodumene mineralization and 0% for other mineralization types. Refinery process recovery is estimated at 85%. Tantalum recovery is estimated at 0%. A total operating cost of US$4,979 per metric ton for Lithium hydroxide production was considered in the reserve evaluation. The price, cost, and mass yield parameters, along with the internal constraints of the current operations, result in a mineral reserves cut-off grade of 0.5% lithium oxide based on a selling lithium hydroxide price of US$11,000 per ton FOB. The Qualified Person for the Mineral Reserves is David Billington with an effective date: December 15, 2021. No material changes have been reported since that date. |
| (7) | El Norte Grande Caliche, Chile. The cutoff grades of the proven and probable Reserves vary according to the required targets at the different mines. The values assigned correspond to the averages of the different sectors. The cut-off grade is for nitrate content, while also considering the iodine content. |
| (8) | El Norte Grande Caliche, Chile. The average overall metallurgical recovery of the nitrate and iodine processes contained in the recovered material varies between 50% and 70%. |
| (9) | The mineral resource and reserve estimate considers a cut-off grade of 300 ppm for iodine (I2) based on the production costs of iodine and derivate products. Based on historical iodine prices from 2010 and the forecast to 2040, a projected Iodine price of US$47,500 per metric ton is determined, taking in account the corresponding operational, financial and planned investment costs, depreciation, profit margin and taxes. A similar analysis was undertaken for nitrates where the cut-off grade of 3.0% sodium nitrate has been set by SQM based on respective costs for potassium-sodium nitrates (fertilizers) production. A projected price of US$820 per metric ton for potassium-sodium nitrates is considered by SQM in the economic analysis executed from 2010 and the forecast to 2040. In addition, a projected solar salts price of US$680 per metric ton has been considered by SQM. Modifying factors of historical operational use in various of SQM’s mining facilities, are applied to iodine and nitrate grades reported as probable resource estimates. The factors applied to iodine and nitrate grades are 0.9 and 0.85 respectively. The Qualified Person for Nueva Victoria and Pampa Orcoma mineral reserves are Marta Aguilera, Marco Lema and Gino Slanzi. |
56
Summary Mineral Resources Exclusive of Reserves at End of the Fiscal Year Ended December 31, 2022 (1), (2), (3)
| Measured Mineral |
| Indicated Mineral |
| Measured & Indicated |
| Inferred Mineral | |||||||||
Resources | Resources | Mineral Resources | Resources | |||||||||||||
Grade | Grade | Grade | ||||||||||||||
Amount | (% Li by | Amount | (% Li by | Amount | Concentration | Amount | (% Li by | |||||||||
(Vol Mm3) |
| weight) | (Vol Mm3) |
| weight) | (Vol Mm3) |
| (% Li by weight) | (Vol Mm3) |
| weight) | |||||
Lithium—Brines:(3), (4) |
| 2.254 |
| 0.20 |
| 1.435 | 0.160 |
| 3.689 |
| 0.180 |
| 1.614 |
| 0.133 | |
Salar de Atacama, Chile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amount |
| Grade |
| Amount |
| Grade |
| Amount |
| Grade |
| Amount |
| Grade | |
| (MT) |
| (Li2O%) |
| (MT) |
| (Li2O%) |
| (MT) |
| (Li2O%) |
| (MT) |
| (Li2O%) | |
Lithium—Pegamite:(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mt. Holland, Australia |
| 13.5 |
| 1.58 |
| 30.5 |
| 1.45 |
| 44.0 |
| 1.49 |
| 3.5 |
| 1.38 |
|
| Grade |
|
| Grade |
|
|
|
| Grade | ||||||
| Amount |
| (% K by |
| Amount |
| (% K by |
| Amount |
| Grade |
| Amount |
| (% K by | |
(Vol Mm3) |
| weight) | (Vol Mm3) |
| weight) | (Vol Mm3) | (% K by weight) | (Vol Mm3) |
| weight) | ||||||
Potassium:(3),(4) |
| 2.254 |
| 1.80 |
| 1.435 |
| 1.70 |
| 3.689 |
| 1.77 | 1.614 |
| 1.77 | |
Salar de Atacama, Chile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grade |
|
| Grade |
|
| Grade |
|
| Grade | |||||
| Amount |
| (% NO3 by |
| Amount |
| (% NO3 by |
| Amount |
| (% NO3 by |
| Amount |
| (% NO3 by | |
(MT) |
| weight) | (MT) |
| weight) | (MT) |
| weight) | (MT) |
| weight) | |||||
Nitrate: (6), (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
El Norte Grande Caliche, Chile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pedro de Valdivia |
| — |
| — |
| 138 |
| 7.6 |
| 138 |
| 7.6 |
| 52 |
| 6.1 |
Maria Elena |
| 21 |
| 11.1 |
| 119 |
| 10.0 |
| 140 |
| 10.2 |
| 117 |
| 7.2 |
Pampa Blanca |
| 17 |
| 5.3 |
| 48 |
| 8.9 |
| 65 |
| 8.0 |
| 223 |
| 5.4 |
Nueva Victoria |
| — |
| — |
| 20 |
| 4.7 |
| 20 |
| 4.7 |
| 31 |
| 6.4 |
Pampa Orcoma |
| — |
| — |
| 18 |
| 7.4 |
| 18 |
| 7.4 |
| — |
| — |
Total |
| 38 |
| 8.5 |
| 343 |
| 8.4 |
| 381 |
| 8.5 |
| 423 |
| 6.1 |
|
| Grade |
|
| Grade |
|
| Grade |
|
| Grade | |||||
| Amount |
| (I2 parts per |
| Amount |
| (I2 parts per |
| Amount |
| (I2 parts per |
| Amount |
| (I2 parts per | |
(MT) |
| million) | (MT) |
| million) | (MT) |
| million) | (MT) |
| million) | |||||
Iodine:(6), (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
El Norte Grande Caliche, Chile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pedro de Valdivia |
| — |
| — |
| 138 |
| 564 |
| 138 |
| 564 |
| 52 |
| 409 |
Maria Elena |
| 21 |
| 489 |
| 119 |
| 465 |
| 140 |
| 469 |
| 117 |
| 362 |
Pampa Blanca |
| 17 |
| 563 |
| 48 |
| 383 |
| 65 |
| 430 |
| 223 |
| 511 |
Nueva Victoria |
| — |
| — |
| 20 |
| 415 |
| 20 |
| 415 |
| 31 |
| 343 |
Pampa Orcoma |
| — |
| — |
| 18 |
| 457 |
| 18 |
| 457 |
| — |
| — |
Total |
| 38 |
| 522 |
| 343 |
| 490 |
| 381 |
| 493 |
| 423 |
| 445 |
| (1) | Comparison of values may not add due to the rounding of numbers and differences caused by averaging. |
| (2) | Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserves upon the application of modifying factors. |
| (3) | Salar de Atacama, Chile. Mineral resources are reported as in-situ and exclusive of mineral reserves, where the estimated mineral reserve without processing losses during the reported LoM and real declared extraction from 2022 were subtracted from the mineral resource inclusive of mineral reserves. A direct correlation between proven reserves and measured resources, as well as probable reserves and indicated resources was assumed.The Qualified Person for the Mineral Resources is Andrés Fock. |
| (4) | Salar de Atacama, Chile. The mineral resource and reserve estimate consider a 0.05% w/w cut-off grade for lithium based on the cost of generating lithium product, lithium carbonate sales, and the respective cost margin. Based on historical lithium prices from |
57
| 2010 and the forecast to 2040, a projected lithium carbonate price of US$15,000 per metric ton with the corresponding cost and profit margin is considered with a small increase to accommodate the evaporation area and use of additives. A similar analysis was undertaken for potassium where the cut-off grade of 1% w/w has been set by SQM based on respective costs, sales, and margin. |
| (5) | Mt. Holland, Australia. Mineral resource tonnage and measured content have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. Mineral resources are reported as exclusive of mineral reserves. Resource disclosed corresponds to the resources attributable to SQM. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Resources have been reported as in situ (hard rock within optimized pit shell). Pit optimization and economics for derivation of cut off grade include mine gate pricing of US$800 FOB per ton of 6% Li2O concentrate, AUS$19 per bcm mining cost (LoM average cost-variable by depth), AU$65 processing cost per ton. Mining dilution set at 5% and recovery at 95%. Royalty fees 5%. The optimization considered for the concentrator is 75%. Costs estimated in Australian Dollars were converted to US Dollars based on an exchange rate of AU$0.75:US$1.00. These economics define a cut-off grade of 0.50% Li2O. Kerry Griffin is the QP responsible for the mineral resource estimate with an effective date: October 6, 2021. No material changes have been reported since that date. |
| (6) | El Norte Grande, Caliche, Chile. To calculate measured resources, SQM uses the RGM100T and RGM50 data results combined in a 3D block model built using Kriging and applying some criteria: caliche thickness ≥ 2.0 m; overload thickness ≤1.0 m; waste / Mineral Ratio ≤ 1.0; and cut-off grades of NaNO3 (3%) and Iodine (300 ppm). To calculate indicated resources, SQM uses the RGM100 and RGM200 data results combined using the inverse distance weighting (IDW). To evaluate Probable Reserves a reduction on grades mut be consider as consequence of the deposit geological variability which determines a contrasting decrease in grades by going from 200x200m research grids to lower 100T (~100x50m) or 50x50m grids. The mineral resource estimates were prepared by Marta Aguilera (who is the independent Qualified Person for these mineral resource estimates), reported using the S-K 1300 Definition Standards adopted December 2018. The Qualified Persons for the Pedro de Valdivia, María Elena and Pampa Blanca Mineral Resources are Marco Lema and Marta Aguilera. |
| (7) | El Norte Grande, Caliche, Chile. The estimate was completed using a SG of 2.1 ton/m³. Cut-off grade for iodine is 300 ppm. The cutoff grades of the mineral resources vary according to the required targets at the different mines. The values assigned correspond to the averages of the different sectors. In our mining sites, the cut-off grade is for nitrate content considers iodine. The mineral reserve estimate considers a cut-off grade of 300ppm for iodine (I2) based on the production costs of Iodine and derivate products. Based on historical iodine prices from 2010 and the forecast to 2040, a projected iodine price of US$47,500 is determined, taking in account the corresponding operational, financial and planned investment costs, depreciation, profit margin and taxes. A similar analysis was undertaken for nitrates where the cut-off grade of 3.0% NaNO3 has been set by SQM based on respective costs for potassium-sodium nitrates (fertilizers) production. A projected price of US$820 per ton for potassium-sodium nitrates is considered by SQM in the economic analysis executed from 2010 and the forecast to 2040. In addition, a projected solar salts price of US$680 per ton has been considered by SQM. |
Material Individual Properties
To determine our individually material mining operations in accordance with subpart 1300 of Regulation S-K, management considered both quantitative and qualitative factors, assessed in the context of our overall business and financial condition. Such assessment included our aggregate mining operations on all of our mining properties, regardless of the stage of production or the type of mineral produced. Quantitative factors included, among others, mining operations’ relative contributions to our aggregate historical and estimated revenues, cash flows, and EBITDA. Qualitative factors may include, as applicable, capital expansion plans, long-term pricing outlook, the regulatory environment and various strategic priorities. We concluded that, as of December 31, 2022, our individually material mines are the caliche ore mines at Nueva Victoria and Pampa Orcoma in El Norte Grande region of Chile, the brines in the Salar de Atacama in Chile and the Mt. Holland lithium project in Western Australia. We will update our assessment of individually material mines on an annual basis.
The information that follows relating to such individually material properties is derived, for the most part, from, and in some instances is an extract from, from the TRS relating to such properties prepared in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the TRS, incorporated herein by reference and made a part of this Annual Report on Form 20-F. The relevant TRS for the Salar de Atacama property, the Nueva Victoria property, the Pampa Orcoma property, and the Mt. Holland lithium project properties are included as Exhibits 96.1, 96.2, 96.3 and 96.4, respectively, to this Annual Report on Form 20-F.
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El Norte Grande Caliche, Chile
Our mining operations are concentrated in the First Region of Chile, where we mainly work in the mining areas of Tente en el Aire,Nueva Victoria Norte/West and Torcaza.
The El Norte Grande Caliche, found in Regions I and II of northern Chile, corresponds to flat areas or “pampas”, that have been thoroughly explored. Results indicate that these prospects hold mineralization of nitrate and iodine. The area is accessible from Santiago through Route 5. The mineralization is stratiform in style, with a wide areal distribution, forming "spots" of several kilometers in extension, where mineralization thicknesses are variable. As a result of geological activity over time (volcanism, weathering, faulting) the deposits can be found as continuous mantles. Environmental permits for mining operations, and the corresponding Environmental Qualification Resolution, grant access to the required water and electricity supply, as well as the infrastructure required for the mining operation.
Facilities
Nueva Victoria
The Nueva Victoria mine and facilities are located 140 kilometers southeast of Iquique and are accessible by highway. Since 2007, the Nueva Victoria mine includes the mining properties Soronal, Mapocho and Iris. At this site, we use caliche ore to produce salts rich in nitrates and iodine, through heap leaching and the use of solar evaporation ponds. The main production facilities at this site include the operation centers for the heap leaching process, the iodide and iodine plants at Nueva Victoria and Iris and the evaporation ponds at the Sur Viejo sector of the site. The areas currently being mined are located approximately 25 kilometers northeast of Nueva Victoria. Solar energy and electricity are the primary sources of power for this operation. The nitrate-rich salts are sent to Coya Sur, which is a process plant located approximately 15 kilometers south of María Elena, and production activities undertaken there are associated with the production of potassium nitrate and finished products. The main production plants at this site include four potassium nitrate plants with a total capacity of 1,300,000 metric tons per year. There are also four production lines for crystallized nitrates, with a total capacity of 1,200,000 metric tons per year, and a prilling plant with a capacity of 360,000 metric tons per year. The potassium nitrate produced at Coya Sur is an intermediate product that is used as a raw material for the production of finished products (crystallized nitrates and prilled nitrates). Therefore, the production capacities listed above are not independent of one another and cannot be added together to obtain an overall total capacity. Natural gas is the main source of energy for our Coya Sur operation.
Pampa Orcoma
The Pampa Orcoma Project is located in the Tarapacá Region of northern Chile. It is situated 99 kilometers to the northeast of the city of Iquique, in the community of Huara. The property covers an area of 10,296 hectares and is composed of 45 mining concessions. The Pampa Orcoma Project aims to produce iodide, iodine and nitrate-rich salts from the processing of caliche that will be extracted from deposits rich in this mineral. The Pampa Orcoma Mining Plan considers an initial extraction of caliche at a rate of 8.4 Mt/year between 2024-2027, followed by an extraction rate of 20 Mt/year from 2028 onwards. For the period 2024-2040 a total extraction of 287.4 Mt of caliche is projected with an average grade of 408 ppm iodine and 6.7% nitrates. The production process to obtain iodine as the main product, along with salts rich in sodium nitrate and potassium nitrate as by-products, involves leaching with seawater or with recirculated solutions to obtain a solution rich in iodate, which will then be treated in chemical plants to transform it into elemental iodine in prill format. The Pampa Orcoma Project contemplates the construction of the following facilities: iodide and iodine production plants, with a capacity of 2,500 t/year (of equivalent iodine), evaporation ponds to produce salts rich in nitrate at a rate of 320,325 t/year and a seawater adduction pipe to meet the water needs. Solar energy and electricity are the primary sources of power for this future operation.
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The following table provides a summary of our El Norte Grande production facilities as of December 31, 2022:
|
|
| Nominal Production |
| Weighted |
| ||||
Capacity | Average | Gross Book | ||||||||
Approximate Size | (thousands of metric | Age | Value | |||||||
Facility | Type of Facility | (hectares) (1) | tons/year) | (years) (2) | (millions of US$) (2) | |||||
Coya Sur (3) (4) | Nitrates production | 1,518 | Potassium nitrate: 1,300 Crystallized nitrates: 1,200 Prilled nitrates: 360 | 10.25 | 756.4 | |||||
Nueva Victoria (5) (7) |
| Concentrated nitrate salts and iodine production |
| 47,492 |
| Iodine: 13.0 |
| 6.92 |
| 625.8 |
Pampa Orcoma |
| Concentrated nitrate salts and iodine production |
| 7,387 |
| 2.5 |
| — |
| — |
| (1) | Approximate size considers both the production facilities and the mine for Nueva Victoria Mining areas are those authorized for exploitation by the environmental authority and/or Sernageomin. |
| (2) | Weighted average age and gross book value correspond to production facilities, excluding the mine, for Nueva Victoria. |
| (3) | Includes production facilities and solar evaporation ponds. |
| (4) | The potassium nitrate produced at Coya Sur is an intermediate product that is used as a raw material for the production of finished products (crystallized nitrates and prilled nitrates). Therefore, the production capacities listed above are not independent of one another and cannot be added together to obtain an overall total capacity. |
| (5) | Includes production facilities, solar evaporation ponds and leaching heaps. |
| (6) | The nominal production capacity for iodine considers the capacity of our plants. The effective capacity is 14,800 metric tons per year. |
We directly or indirectly through subsidiaries own, lease or hold concessions over the facilities at which we carry out our operations. Such facilities are free of any material liens, pledges or encumbrances, and we believe they are suitable and adequate for the business we conduct in them.
Extraction Yields
The following table shows certain operating data relating to each of our El Norte Grande mines for 2022, 2021 and 2020:
(in thousands, unless otherwise stated) |
| 2022 |
| 2021 |
| 2020 |
Coya Sur (1) |
|
|
|
|
|
|
Metric tons of crystallized nitrate produced |
| 725 |
| 820 |
| 935 |
Nueva Victoria |
|
|
|
|
| |
Metric tons of ore mined |
| 44,324 |
| 41,428 |
| 43,420 |
Iodine (ppm) |
| 430 |
| 441 |
| 452 |
Metric tons of iodine produced |
| 10.8 |
| 8.7 |
| 10.6 |
| (1) | Includes production at Coya Sur from treatment of nitrates solutions from María Elena and Pedro de Valdivia, nitrate salts from pile treatment at Nueva Victoria, and net production from NPT, or technical grade potassium nitrates. |
Reserves and Resources
According to our experience in caliche ore, the grid pattern drillholes with spacings between 50 and100 meters produce data on the caliche resources that is sufficiently defined to consider them measured resources and then, adjusting for technical, economic and legal aspects, as proven reserves. These reserves are obtained using the Kriging Method and the application of operating parameters to obtain economically profitable reserves.
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Similarly, the information obtained from detailed geologic work and samples taken from grid pattern drillholes with spacings between 100 and 200 meters can be used to determine indicated resources. By adjusting such indicated resources to account for technical, economic and legal factors, it is possible to calculate probable reserves. Probable reserves are calculated by using a Inverse Distance Weighting (IDW), and have an uncertainty or margin of error greater than that of proven reserves. However, the degree of certainty of probable reserves is high enough to assume continuity between points of observation.
The conversion of resources into reserves requires consideration of modifying factors, the most relevant of which is the existence of a valid environmental license (RCA or Sectorial Authorization). The criteria for converting resources into reserves, based on the environmental license modifying factor criterion, adopted for caliche mines are as follows:
| 1. | Unit tonnage conversion criteria in both measured resources and indicated resources. |
| 2. | Grade conversion criteria: unit factor in measured resources and lower than unit and variable according to the mine, in the Iodine and Nitrate grades, for the indicated resources, due to the variability of the deposit. |
| 3. | Application of the factor associated with related environmental permit, not qualifying as reserves the resources defined in sectors without an environmental permit and qualifying as proven/probable reserves the measured/indicated resources associated with sectors with an effective environmental permit or Sectorial Authorization in force. |
Nueva Victoria—Summary of Mineral Reserves at the End of the Fiscal Year Ended December 31, 20221,2,3,4,5,6,7,8,9
|
| Nitrate |
|
|
| |||||
Amount | Grade | Iodine Grade | ||||||||
(Metric | (% by | (Parts per | Cut-off | Metallurgical | ||||||
tons) | weight) | million(ppm)) | grades1 | recovery 2 | ||||||
Proven mineral reserves | 220 | 5.9 | 441 | Nitrates 3.0%. Iodine 300 ppm | 50%-70% | |||||
Probable mineral reserves |
| 553 |
| 5.1 |
| 415 |
|
|
|
|
Total mineral reserves |
| 773 |
| 5.3 |
| 422 |
|
|
|
|
| (1) | Mineral Reserves are based on Measured and Indicated Mineral Resources at an operating cutoff of 3% for nitrates and 300 ppm iodine. Operating constraints of caliche thickness ≥ 2.0 m; overburden thickness ≤1.0 m; and waste / caliche ratio ≤01.0 are applied. |
| (2) | Proven Mineral Reserves are based on Measured Mineral Resources at the criteria described in (1) above. The average overall metallurgical recovery of the nitrate and iodine processes contained in the recovered material varies between 50% and 70%. Based on SQM’s operational experience and the laboratory and full-scale tests carried out, a progressive increase, over time, in heap leaching yield is expected, as irrigation application rates increase. |
| (3) | Probable Mineral Reserves are based on Indicated Mineral Resources at the criteria described in (1) above with a grade call factor of 0.9 for iodine and 0.85 for nitrates confirmed by operating experience. |
| (4) | Mineral Reserves are stated as in-situ ore (caliche) as the point of reference. |
| (5) | The units “Mt”, “kt”, “ppm” and % refer to million tonnes, kilotonnes, parts per million, and weight percent, respectively. |
| (6) | Mineral Reserves are based on an iodine price of US$47.5 per kilogram and a nitrate price of US$295 per ton. Mineral Reserves are also based on economic viability as demonstrated in an after-tax discounted cashflow. |
| (7) | Marta Aguilera is the QP responsible for the Mineral Reserves. |
| (8) | The QP is not aware of any environmental, permitting, legal, title, taxation, socioeconomic, marketing, political or other relevant factors that could materially affect the Mineral Reserve estimate that are not discussed in this TRS. |
| (9) | Comparisons of values may not total due to rounding of numbers and the differences caused by use of averaging methods. |
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Nueva Victoria—Summary of Mineral Resources Exclusive of Mineral Reserves at the End of the Fiscal Year Ended December 31, 20221,2,3,4,5,6
| Resources |
|
|
| ||||
|
| Nitrate |
|
| ||||
Amount | Grade | Iodine Grade | ||||||
(Metric | (% by | (Parts per | Cut-off | |||||
tons) | weight) | million(ppm)) | grade5 | |||||
Measured mineral resources | — |
| — | — | Nitrates 3.0%, Iodine 300 ppm | |||
Indicated mineral resources | 20 |
| 5 | 415 |
| |||
Measured + Indicated mineral resources | 20 |
| 5 | 415 |
| |||
Inferred mineral resources | 31 |
| 6.5 | 343 |
| |||
| (1) | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resource will be converted into Mineral Reserves upon the application of modifying factors. |
| (2) | Mineral Resources are reported as in-situ and exclusive of Mineral Reserves, where the estimated Mineral Reserve without processing losses during the reported LoM was subtracted from the Mineral Resource inclusive of Mineral Reserves. All Measured and Indicated Mineral Resources have been converted into Mineral Reserves; as a result, only Inferred Mineral Resources are reported in this TRS. |
| (3) | Comparisons of values may not add due to rounding of numbers and the differences caused by use of averaging methods |
| (4) | The units “Mt”, “ppm” and % refer to million tonnes, parts per million, and weight percent respectively. |
| (5) | The Mineral Resource estimate considers a cut-off grade of 3% for nitrates and 300 ppm for iodine, based on accumulated cut-off iodine grades and operational average grades, as well as caliche thickness ≥ 2.0 m and overburden thickness ≤ 1.0 m. The iodine cut-off grade considers the cost and medium- and long-term price forecasts of generating iodine as discussed in Sections 11, 16 and 19 of the TRS. |
| (6) | Marta Aguilera is the QP responsible for the Mineral Resources. |
Pampa Orcoma—Summary of Mineral Reserves at the End of the Fiscal Year Ended December 31, 20221,2,3,4,5,6,7,8
|
| Nitrate |
|
|
| |||||
Amount | Grade | Iodine Grade | ||||||||
(Metric | (% by | (Parts per | Cut-off | Metallurgical | ||||||
tons) | weight) | million(ppm)) | grades1 | recovery 2 | ||||||
Proven mineral reserves | — | — | — | Nitrates 3.0%, Iodine 300 ppm | 50%-70% | |||||
Probable mineral reserves |
| 309 |
| 6.9 |
| 413 |
|
|
|
|
Total mineral reserves |
| 309 |
| 6.9 |
| 413 |
|
|
|
|
| (1) | Comparisons of values may not add due to rounding of numbers and the differences caused by use of averaging methods. |
| (2) | The units “Mt” and “ppm” refer to million tonnes and parts per million, respectively. The average overall metallurgical recovery of the nitrate and iodine processes contained in the recovered material varies between 50% and 70%. Based on SQM’s operational experience and the laboratory and full-scale tests carried out, a progressive increase, over time, in heap leaching yield is expected, as irrigation application rates increase. |
| (3) | The Mineral Reserve estimate considers a cut-off grade of 300 ppm for iodine and 3.0% for nitrates, based on accumulated cut-off iodine grades and operational average grades, as well as the cost and medium- and long-term prices forecast of generating iodine. |
| (4) | Modifying factors of historical operational use in various of SQM’s mining facilities, are applied to iodine and nitrate grades, the factors applied to iodine and nitrate grades are 0.9 and 0.85, respectively. |
| (5) | Mineral Resources in the area without an environmental permit are estimated at 18 Mt. |
| (6) | Mineral Reserves are reported as in-situ ore. |
| (7) | Marta Aguilera is the QP responsible for the Mineral Reserves. |
| (8) | The QP is not aware of any environmental, permitting, legal, title, taxation, socioeconomic, marketing, political or other relevant factors that could materially affect the Mineral Reserve estimate that are not discussed in this TRS. |
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Pampa Orcoma—Summary of Mineral Resources Exclusive of Mineral Reserves at the End of the Fiscal Year Ended December 31, 20221,2,3,4,5,6
| Resources |
|
|
|
| |||
|
| Nitrate |
|
| ||||
Amount | Grade | Iodine Grade | ||||||
(Metric | (% by | (Parts per | Cut-off | |||||
tons) | weight) | million(ppm)) | grades1,2 | |||||
Measured mineral resources | — |
| — | — | Nitrates 3.0%, Iodine 300 ppm | |||
Indicated mineral resources | 18 |
| 7.4 | 457 |
| |||
Measured + Indicated mineral resources | 18 |
| 7.4 | 457 |
| |||
Inferred mineral resources | — |
| — | — |
| |||
| (1) | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resource will be converted into Mineral Reserves upon the application of modifying factors. |
| (2) | Mineral Resources are reported as in-situ and exclusive of Mineral Reserves, where the estimated Mineral Reserve without processing losses during the reported LOM was subtracted from the Mineral Resource inclusive of Mineral Reserves. |
| (3) | Comparisons of values may not add due to rounding of numbers and the differences caused by use of averaging methods. |
| (4) | The units “Mt” and “ppm” refers to million tonnes and parts per million respectively. |
| (5) | The Mineral Resource estimate considers a cut-off grade of 300 ppm for iodine and 3.0% for nitrates, based on accumulated cut-off iodine grades and operational average grades, as well as the cost and medium and long term prices forecast for prilled iodine production. |
| (6) | Marta Aguilera is the QP responsible for the Mineral Resources. |
The Nueva Victoria proven mineral reserves of 220 metric tons on December 31, 2022, decreased by 18% from 268 metric tons at December 31, 2021. The Nueva Victoria probable mineral reserves of 553 metric tons at December 31, 2022, decreased by 15% from 649 metric tons at December 31, 2021. The decline in mineral reserves was driven by mine exploitation, recategorization of probable reserves and change in methodology for assessing probable reserves by Inverse Distance Weighting (IDW). The indicated mineral resources increased by 20 metric tons because of increased mineral resources due to updated environmental exclusion areas in the Environmental Impact Study (Estudio de Impacto Ambiental) or “EIA” of Tente en El Aire. The Nueva Victoria inferred mineral resources of 31 metric tons at December 31, 2022, decreased from 33 metric tons at December 31, 2021, because of reduced mineral resources due to updated environmental exclusion areas in the EIA of Tente en El Aire.
The Pampa Orcoma probable mineral reserves and indicated mineral resources of 309 metric tons and 18 metric tons at December 31, 2022, respectively, remained unchanged from the amounts at December 31, 2021, because there were no material changes that would modify the estimated mineral reserves.
The proven and probable reserves shown above are the result of the evaluation of approximately 19.0% of the total caliche-related mining property of our Company. However, we have explored more intensely the areas in which we believe there is a higher potential of finding high-grade caliche ore minerals. The remaining 81.4% of this area has not been explored or has had limited reconnaissance, which is not sufficient to determine the potential and hypothetical resources. In 2022, we did not carry out basic reconnaissance of new mining properties. With respect to detailed explorations, in 2022, a campaign was carried out to recategorize indicated resources equivalent to 5,250 hectares in the TEA Sur, Franja Oeste, Hermosa, and Sector IV sectors of Pampa Blanca. An advanced exploration program is already designed for 2023, aimed at covering an area of 11,170 hectares in Tente en el Aire, Pampa Orcoma, Franja Oeste and Sector V of Pampa Blanca. The reserves shown in these tables are calculated based on properties that are not involved in any legal disputes between SQM and other parties.
We maintain an ongoing program of exploration and resource evaluation on the land surrounding our production mines, and other sites for which we have the appropriate concessions.
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The information presented in the table with respect to the Nueva Victoria, Coya Sur and Pampa Orcoma mines has been validated by Qualified Persons:
Ms. Marta Aguilera is a Geologist with more than 38 years of experience in the mining industry, including technical and general management, short and long term operational planning, cost estimation and analysis, resource estimation, geostatistics, surveys of feasibility and reserve audits. Project experience includes involvement with industrial minerals in design, analysis, planning and operational control.Ms. Aguilera is a Qualified Person as defined in subpart 1300 of Regulation S-K and is registered under No. 441 in the Public Registry of Qualified Persons in Mining Resources and Reserves, in accordance with Law No. 20,235 that regulates the role of Qualified Persons and creates the Qualifying Commission of Competences in Mining Resources and Reserves ("Law for Qualified Persons") and its current regulation in Chile.
Mr. Lema is a Civil Mining Engineer with more than 30 years of experience in the field. Currently, he works for SQM as Superintendent of Mining Resources and Planning. He has worked as a Mining Engineer in Metallic and Non-Metallic deposits, with vast experience in the latter. Mr. Lema is a Qualified Person, as defined in subpart 1300 of Regulation S-K and is registered under No. 375 in the Qualified Persons in Mining Resources and Reserves in accordance with the Law for Qualified Persons and its current regulation in Chile.
Mr. Gino Slanzi is a Civil Engineer. He is currently the General Manager for Inprotec SPA and Senior Consultant for Pares & Alvarez. He has worked for more than 35 years in the development of metallurgical mining projects, the optimization of production plants and on management models. He visited the site in 2022. Mr. Slanzi is a Qualified Personas defined in subpart 1300 of Regulation S-K and is registered under No.441 in the Public Registry of Qualified Persons in Mining Resources and Reserves, in accordance with the Law for Qualified Persons and its current regulation in Chile.
Transportation and Storage
The nitrate finished products are produced at our Coya Sur facilities and then transported via trucks to the Port of Tocopilla terminal where they are stored and shipped in bulk or packaged in polypropylene bags, polyethylene or polypropylene bags. The latter can also be transported and stored in an alternative port (Mejillones) for later shipment.
The potassium chloride is produced at our Salar de Atacama facilities and we transport it by truck, either to the Port of Tocopilla terminal, the Coya Sur facility or the alternative Port of Mejillones for its shipment. The product transported to Coya Sur is an intermediate product that is used as a raw material for the production of potassium nitrate. The product transported to the Port of Tocopilla or Mejillones is a final product that will be shipped or transported to the customer or affiliate. The nitrate raw material for the production of potassium nitrate in Coya Sur is currently produced at Nueva Victoria.
The lithium chloride solution, which contains a high concentration of boron, produced at our Salar de Atacama facilities, is transported to the lithium carbonate plant at the Carmen Lithium facility area where the finished lithium carbonate is produced. Part of the lithium carbonate is provided to the adjacent lithium hydroxide plant where the finished lithium hydroxide is produced. These two products are packed in packagings of distinct characteristics such as polyethylene bags, multi-layer or polypropylene FIBC big bags, stored within the same facilities and secured in storerooms. Thereafter, they are consolidated into containers that are transported by trucks to a transit warehouse or directly to port terminals for their subsequent shipment. The port terminals used are currently suited to receive container ships and are situated in Antofagasta, Mejillones and Iquique. Lithium carbonate can also be transported in packaged format both to the Port of Tocopilla and to an alternative port (Mejillones) to be shipped in break bulk format.
Iodine obtained from the same caliche used for the production of nitrates, is processed, packaged and stored exclusively in the Pedro de Valdivia and Nueva Victoria facilities. The packaging used for iodine are drums and polypropylene FIBC big bags with an internal polyethylene bag and oxygen barrier, which are consolidated into containers and sent by truck to port terminals suited for their management, principally located in Antofagasta, Mejillones and Iquique. Thereafter, they are sent to distinct markets by container ship or by truck to Santiago where iodine derivatives are produced in the Ajay-
64
SQM Chile plants. Drums and maxibags can also be transported on flat ramps to an alternative port (Mejillones) to be shipped in break bulk format.
We own and operate the port and storage facilities at the Port of Tocopilla terminal for the transportation and management of finished products and consumable materials. See “Transportation and Storage Facilities in Chile.”
Mining Concessions for the Exploration and Exploitation of Caliche Ore
We hold our mining rights for caliche ore pursuant to mining concessions for exploration and exploitation of mining resources that have been granted pursuant to applicable law in Chile:
| (1) | “Mining Exploitation Concessions”: entitle us to use the land in order to exploit the mineral resources contained therein on a perpetual basis, subject to annual payments to the Chilean government; and |
| (2) | “Mining Exploration Concessions”: entitle us to use the land in order to explore for and verify the existence of mineral resources for a period of two years, at the expiration of which the concession may be extended one time only for two additional years, if the area covered by the concession is reduced by half. We may alternatively request an exploitation concession in respect of the area covered by the original exploration concession, which must be made within the timeframe established by the original exploration concession. |
A Mining Exploration Concession is generally obtained for purposes of evaluating the mineral resources in a defined area. If the holder of the Mining Exploration Concession determines that the area does not contain commercially exploitable mineral resources, the Mining Exploration Concession is usually allowed to lapse. An application also can be made for a Mining Exploitation Concession without first having obtained a Mining Exploration Concession for the area involved.
As of December 31, 2022, the surface area covered by Mining Exploitation Concessions that have been granted in relation to the caliche resources of our mining sites is approximately 558,500 hectares. In addition, as of December 31, 2022, the surface area covered by Mining Exploration Concessions in relation to the caliche resources of our mining sites is approximately 400 hectares. We have not requested additional mining rights.
Salar de Atacama, Chile
The operations of SQM in the Salar de Atacama are located in the Antofagasta Region of Chile, which covers the El Loa Province and the San Pedro de Atacama commune. The Salar de Atacama Project is currently in operation for the treatment of brines to obtain lithium and potassium salts, and as such it is in a production stage. The Salar de Atacama deposits are owned by the Corporación de Fomento de la Producción (Corfo) of Chile, which grants special operating contracts or administrative leases to private companies for the extraction of brine. SQM and Albemarle have a lease agreement with Corfo to extract and produce lithium from brines stored in the Salar de Atacama deposit. Consequently, SQM must follow the terms of the agreement and also the conditions established in numerous RCA’s in order to retain operations in the Salar de Atacama. Exploration is routinely carried out within the established areas.
SQM leases an area of about 1,400 square kilometers with permission to extract brines from an area of 820 square km with two core operations. It currently produces lithium at its southwest operation. The lease was signed in 1993 and expires on December 31, 2030.
The closest cities are Calama and Antofagasta, located 160 and 230 kilometers west of the site, respectively. From Calama, the road to the site is through Route R-23, and from Antofagasta, it is via Route B-385.
SQM’s mineral resource in the Salar de Atacama is constituted by in-situ brine within a porous media, and the resource estimate depends on the brine concentration, aquifer geometry, and drainable interconnected pore volume. Within SQM’s concessions, the lithium and potassium resources were estimated based on extensive exploration and many depth-specific samples from each unit.
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The geology in the Salar de Atacama is characterized by Paleozoic to Holocene igneous and sedimentary rocks, as well as recent unconsolidated clastic deposits and evaporitic sequences. The salt flat itself resides in a tectonic basin of recent compressive-transpressive behavior and is bounded by high angle reverse and strike-slip faults. The Salar de Atacama surface is constituted by recent evaporitic deposits, where over time the process of evaporation has precipitated salts, and surficial clastic sediments are found mainly along the salt flat margins. The salt crust is mainly composed of halite, sulfates, and occasional organic matter, with alluvial facies in the peripheral zones. Evaporitic and clastic deposits within the salt flat host brine with depth and are delimitated and cut by local fault systems; several structural blocks have been identified due to recent fault displacement.
The salar system of the Salar de Atacama basin is typical of a mature salar, with a nucleus constituted by a thick section of halite (>90%) with sulfate and a minor percentage of clastic sediments, as well as some interbedded clay sediments and sulfates over a surface area of 1,100 square kilometers and down to a depth of 900 meters. Within SQM’s concessions, mineralization includes lithium and potassium-rich brine in porous media of distinct zones and depths of the Salar de Atacama nucleus.
Facilities
Our facilities at the Salar de Atacama are located 210 kilometers to the east of the city of Antofagasta and 190 kilometers to the southeast of the city of María Elena. At this site we use brines extracted from the salar to produce potassium chloride, potassium sulfate, and lithium chloride solutions, which are subsequently sent to our lithium carbonate plant at the Carmen Lithium facility for processing. The main production plants at this site include the solar evaporations ponds systems, the potassium chloride flotation plants (MOP-H I and II), the potassium carnallite plants (PC I and PC I extension), the potassium sulfate flotation plant (SOP-H), the potassium chloride drying plant (Dual Plant or MOP-S), the potassium chloride compacting plant (MOP-G3), the potassium sulfate drying plant (SOP-S) and the potassium sulfate compacting plant (SOP-G). The energy used consists primarily of solar energy, as well as electricity, fuel and gas sources.
The Carmen Lithium facility site is located approximately 20 kilometers east of Antofagasta. The production plants at this facility include the lithium carbonate plant, with a production capacity of 180,000 tons per year, and the lithium hydroxide plant, with a production capacity of 30,000 tons per year. Lithium chloride (LiCl) solution is concentrated and purified in the lithium chemical plants through stages of contaminant removal (specifically boron, magnesium and calcium content) and conversion reaction to produce: technical grade lithium carbonate; battery grade lithium carbonate; technical grade lithium hydroxide; and battery grade lithium hydroxide. Electricity and natural gas are the main sources of energy for the operations of our Carmen Lithium facility.
The following table provides a summary of our Salar de Atacama production facilities as of December 31, 2022:
|
|
| Nominal Production |
| Weighted |
| ||||
Approximate | Capacity | Average | Gross Book | |||||||
Size | (thousands of metric | Age | Value | |||||||
Facility | Type of Facility | (hectares) (1) | tons/year) | (years) (2) | (millions of US$) (2) | |||||
Salar de Atacama(3) | Potassium chloride, potassium sulfate, lithium chloride, and boric acid production | 35,911 | Potassium chloride: 2,680 Potassium sulfate: 245 Boric acid: 15 | 13.20 | 1,592.9 | |||||
Carmen Lithium facility, Antofagasta(3) |
| Lithium carbonate and lithium hydroxide production |
| 126 |
| Lithium carbonate: 180 Lithium hydroxide: 30 |
| 7.30 |
| 504.9 |
| (1) | Approximate size considers both the production facilities and the mine for the Salar de Atacama. Mining areas are those authorized for exploitation by the environmental authority and/or Sernageomin. |
| (2) | Weighted average age and gross book value correspond to production facilities, excluding the mine, for the Salar de Atacama. |
| (3) | Includes production facilities and solar evaporation ponds. During 2019, we began to work on the expansion of discard deposit area of the new lithium hydroxide plant and accumulation ponds. |
We directly or indirectly through subsidiaries own, lease or hold concessions over the facilities at which we carry out our operations. Such facilities are free of any material liens, pledges or encumbrances, and we believe they are suitable and adequate for the business we conduct in them.
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Extraction Yields
The following table shows certain operating data relating to each of our Salar de Atacama operations for 2022, 2021 and 2020:
(in thousands, unless otherwise stated) |
| 2022 |
| 2021 |
| 2020 |
Salar de Atacama (1) |
|
|
| |||
Metric tons of lithium carbonate produced |
| 152.5 |
| 108.4 |
| 72.2 |
Metric tons of potassium chloride and potassium sulfate and potassium salts produced |
| 984 |
| 1,407 |
| 1,476 |
| (1) | Lithium carbonate is extracted at the Salar de Atacama and processed at our facilities at the Carmen Lithium facility near Antofagasta. Potassium salts include synthetic sylvinite produced in the plant and other harvested potassium salts (natural sylvinite, carnallites and harvests from plant ponds) that are sent to Coya Sur for the production of crystallized nitrates. |
Reserves and Resources
The mineral reserve was estimated for potassium and lithium dissolved in brines of the Salar de Atacama considering modifying factors for converting mineral resources to mineral reserves, including the production wellfield design and efficiency, pumping scheme, and recovery factors for lithium and potassium. The projected future brine extraction was simulated using a groundwater flow and solute transport model. Numerical modeling was supported by a detailed calibration process and hydrogeological, geological, and hydrochemical data within the exploitation concessions. Based on the current SQM production wellfield, as of December 31, 2022, which corresponds to the effective date of mineral resource and reserve declaration that is most representative of 2022, we estimate that our proven and probable reserves of lithium and potassium are as follows:
Salar de Atacama—Summary of Mineral Reserves, Considering Process Recoveries (Effective December 31, 2022)(1),(2),(3),(4),(5),(6)
|
|
|
| Cut-off |
| |||||
Brine Volume | Amount | Grades/Qualities | grades | Metallurgical | ||||||
(Million cubic meters) | (Million metric tons) | (wt.%) | (wt.%) | recovery (%) | ||||||
Lithium |
|
|
|
|
|
|
|
|
|
|
Proven mineral reserves (Years 1-4) |
| 143 |
| 0.18 |
| 0.20 |
| 0.05 |
| 52 |
Probable mineral reserves (Years 5-8) |
| 107 |
| 0.14 |
| 0.20 |
| 0.05 |
| 52 |
Total mineral reserves |
| 250 |
| 0.32 |
| 0.20 |
| 0.05 |
| 52 |
Potassium | ||||||||||
Proven mineral reserves (Years 1-4) |
| 143 |
| 3.03 |
| 2.33 |
| 1.00 |
| 74 |
Probable mineral reserves (Years 5-8) |
| 107 |
| 2.12 |
| 2.16 |
| 1.00 |
| 74 |
Total mineral reserves |
| 250 |
| 5.15 |
| 2.26 |
| 1.00 |
| 74 |
| (1) | The process efficiency is based on the type of extracted brine at each well over the course of the simulation, the average process efficiency over the entire LoM is approximately 52% for lithium and approximately 74% for potassium. |
| (2) | The values in the “Amount” column correspond to contained metallic lithium (LME) and potassium. |
| (3) | The average lithium and potassium concentration is weighted by the simulated extraction rates in each well |
| (4) | Comparisons of values may not add due to rounding of numbers and the differences caused by averaging |
| (5) | The mineral resource and reserve estimate considers a 0.05% w/w cut-off grade for lithium based on the cost of generating lithium product, lithium carbonate sales, and the respective cost margin. Based on historical lithium prices from 2010 and the forecast to 2040, a projected lithium carbonate price of US$15,000 per metric ton with the corresponding cost and profit margin is considered with a small increase to accommodate the evaporation area and use of additives. A similar analysis was undertaken for potassium where the cut-off grade of 1% w/w has been set by SQM based on respective costs, sales, and margin. |
| (6) | This reserve estimate considers the modifying factors of converting mineral resources to mineral reserves, including the production wellfield design and efficiency, as well as environmental and process recovery factors. The reserve estimate also considers the expiry of the Corfo Agreements in 2030 (end of LoM). The Qualified Persons for the Mineral Reserves are Rodrigo Riquelme and Gino Slanzi. |
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Production well locations are based on the Measured and Indicated Resource zones. Due to the mixing of brines over time, hydrogeological processes, and pumping effects, the mineral reserve was classified based on time:
| ● | Proven Reserves were specified for the first four years of the simulation given that the model is adequately calibrated to the 2015-2020 period, and the initial portion of the projected simulation has higher confidence due to less expected short-term changes in pumping, conceptual hydraulic parameters, and the water balance, among other factors. |
| ● | Probable Reserves were conservatively assigned for the last four years of the simulation considering that the numerical model will be continually improved and recalibrated in the future due to potential medium to long term changes in neighboring pumping, conceptual hydraulic parameters, and the water balance, among other factors. |
Probable reserves and inferred resources are being continually explored in order to be able to reclassify them as proven reserves and indicated or measured resources, respectively. This exploration includes systematic packer testing, chemical brine sampling, and long-term pilot production pumping tests.
Complementing the reserve information, SQM has an environmental impact assessment (RCA 226/06) which defines a maximum brine extraction until the end of the Corfo Agreements (December 31, 2030). Considering the authorized maximum net brine production rates under RCA 226/06 and voluntary reduction plan announced by SQM, which is characterized by a reduction in future pumping from 1,280 L/s to 822 L/s during the 8-year LoM, a total of approximately 250 million cubic meters of brine will be extracted from the producing wells, corresponding to 0.32 million metric tons of lithium (considering processing efficiencies).
The lithium and potassium resource were classified into three categories (Measured, Indicated, Inferred) according to the amount of information from the hydrogeological units, as well as geostatistical criteria. Hydrogeological knowledge was prioritized as the first classification criterion based on exploration, monitoring, and historical production data, while geostatistical variables were used as a secondary criterion. We estimate that our lithium and potassium resources as of December 31, 2020, which we also consider as an adequate representation of December 31, 2022, are as follows:
Salar de Atacama—Summary of Mineral Resources, Exclusive of Mineral Reserves (Effective December 31, 2022) (1),(2),(3),(4),(5),(6)
| Brine Volume |
| Amount |
|
| |||
(Million metric | (Million metric | Grades/Qualities | Cut-off grades | |||||
cubes) | tons) | (wt.%) | (wt.%) | |||||
Lithium |
|
|
|
|
|
|
|
|
Measured mineral resources |
| 2,254 |
| 5.4 |
| 0.20 |
| 0.05 |
Indicated mineral resources |
| 1,435 |
| 2.8 |
| 0.16 |
| 0.05 |
Measured + Indicated mineral resources |
| 3,689 |
| 8.2 |
| 0.18 |
| 0.05 |
Inferred mineral resources |
| 1,614 |
| 2.6 |
| 0.13 |
| 0.05 |
Potassium | ||||||||
Measured mineral resources |
| 2,254 |
| 49.8 |
| 1.80 |
| 1.00 |
Indicated mineral resources |
| 1,435 |
| 30.0 |
| 1.70 |
| 1.00 |
Measured + Indicated mineral resources |
| 3,689 |
| 79.8 |
| 1.77 |
| 1.00 |
Inferred mineral resources |
| 1,614 |
| 34.9 |
| 1.77 |
| 1.00 |
| (1) | Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserves upon the application of modifying factors. |
| (2) | Mineral resources are reported as in-situ and exclusive of mineral reserves, where the estimated mineral reserve without processing losses during the reported LoM (A direct correlation between proven reserves and measured resources, as well as probable reserves and indicated resources was assumed. |
| (3) | Effective porosity was utilized to estimate the drainable brine volume based on the measurement techniques of the SQM porosity laboratory (Gas Displacement Pycnometer). The QP considers that the high frequency sampling of effective porosity, its large dataset, and general lack of material where specific retention can be dominant permits effective porosity to be a reasonable parameter for the resource estimate. |
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| (4) | The values in the “Amount” column correspond to contained metallic lithium (LME) and potassium. |
| (5) | Comparison of values may not add due to the rounding of numbers and differences caused by averaging. |
| (6) | The mineral resource and reserve estimate considers a 0.05% w/w cut-off grade for lithium based on the cost of generating lithium product, lithium carbonate sales, and the respective cost margin. Based on historical lithium prices from 2010 and the forecast to 2040, a projected lithium carbonate price of US$15,000 per metric ton with the corresponding cost and profit margin is considered with a small increase to accommodate the evaporation area and use of additives. A similar analysis was undertaken for potassium where the cut-off grade of 1% w/w has been set by SQM based on respective costs, sales, and margin. |
| (7) | Andrés Fock is the QP responsible for the Mineral Resources. |
Because both lithium and potassium are extracted from the same brines from the Salar de Atacama, the following discussion of changes in mineral reserves and resources in the Salar de Atacama apply to both lithium and potassium. The Salar de Atacama brine proven mineral reserves of 143 million cubic meters at December 31, 2022 decreased by 22% from 183 million cubic meters at December 31, 2021. The Salar de Atacama brine probable mineral reserves of 107 million cubic meters at December 31, 2022 remained unchanged from the amounts at December 31, 2021. The Salar de Atacama brine measured, indicated and inferred mineral resources, exclusive of reserves, of 2,254 million cubic meters, 1,435 million cubic meters and 1,614 million cubic meters at December 31, 2022, respectively, remained unchanged from the amounts at December 31, 2021 because the mineral resource exclusive of mineral reserve represents the resource in place after LoM, and none of the mineral resource declared in 2021 has been converted to mineral reserves.
In regard to the amount of Measured and Indicated Resources extracted during the 8-year LoM, the total extracted reserve without processing losses represents only 8.9% of the total Measured + Indicated Resource brine. This is more than sufficient to satisfy the requirements of RCA 226/06 and the Voluntary Extraction Reduction Plan for the project until the end of the current LoM.
The information presented in the tables above for Salar de Atacama were validated by:
Mr. Andrés Fock is a Geologist with a masters in geology and more than 18 years of experience in the field of project evaluation, resource estimation, exploration and geostatsticas for different commodities such as lithium, potassium, nitrates, copper and rare earth elements. Since 2019, Mr. Fock is a Qualified Personas defined in subpart 1300 of Regulation S-K and is registered under No. 0388 in the Public Registry of Qualified Persons in Mining Resources and Reserves, in accordance with the Law for Qualified Persons and its current regulation in Chile. As a Geologist, he has evaluated multiple lithium brine and lithium-bearing pegmatite projects. Mr. Fock acted as project manager during the preparation of the TRS for the Mt. Holland Project. Mr. Fock is an employee of SQM.
Mr. Rodrigo Riquelme Tapia is a Mining Engineer. He is currently partner and General Manager of GeoInnova, located at Antonio Bellet 444, Of. 1301, Providencia, Metropolitan Region, Chile. He has worked as a mining engineer for more than 23 years after graduation, of which 17 have been focused on resource and reserve estimation topics. Mr. Riquelme has been an external consultant for SQM since 2018, and visited the site in 2019. Mr. Riquelme is a Qualified Person as defined in subpart 1300 of Regulation S-K and is registered under No. 50 in the Public Registry of Qualified Persons in Mining Resources and Reserves, in accordance with the Law for Qualified Persons and its current regulation in Chile.
Mr. Gino Slanzi is a Civil Engineer. He is currently the General Manager for Inprotec SPA and Senior Consultant for Pares & Alvarez. Mr. Slanzi is a Qualified Person as defined in subpart 1300 of Regulation S-K and is registered under No. 441 in the Public Registry of Qualified Persons in Mining Resources and Reserves, in accordance with the Law for Qualified Persons and its current regulation in Chile. He has worked for more than 35 years in the development of metallurgical mining projects, the optimization of production plants, and on management models. He visited the site in 2021.
Mining Concessions for the Exploitation of Brines at the Salar de Atacama
As of December 31, 2022, our subsidiary SQM Salar held exclusive rights to exploit the mineral resources in an area covering approximately 140,000 hectares of land in the Salar de Atacama in northern Chile, of which SQM Salar is only entitled to exploit the mineral resources in 81,920 hectares. These rights are owned by Corfo and leased to SQM Salar pursuant to the Corfo Agreements. Corfo cannot unilaterally amend the Corfo Agreements, and the rights to exploit the resources cannot be transferred. The Corfo Agreements provides for SQM Salar to (i) make quarterly lease payments to
69
Corfo based on product sales from leased mining properties and annual contributions to research and development, to local communities, to the Antofagasta Regional Government and to the municipalities of San Pedro de Atacama, María Elena and Antofagasta, (ii) maintain Corfo’s rights over the Mining Exploitation Concessions and (iii) make annual payments to the Chilean government for such concession rights. The Corfo Agreements were entered into in 1993 and expire on December 31, 2030.
Under the terms of the Corfo Agreements, Corfo has agreed that it will not permit any other person to explore, exploit or mine any mineral resources in the approximately 140,000 hectares area of the Salar de Atacama mentioned above.
SQM Salar holds an additional 241,867 hectares of constituted Mining Exploitation Concessions in areas near the Salar de Atacama, which correspond to mining reserves that have not been exploited. SQM Salar also holds Mining Exploitation Concessions that are in the process of being granted covering 3,001 hectares in areas near the Salar de Atacama.
In addition, as of December 31, 2022, SQM Salar held Mining Exploration Concessions covering approximately 9,100 hectares and has not applied for additional Mining Exploration Concessions. Exploration rights are valid for a period of two years, after which we can (i) request a Mining Exploitation Concession for the land, (ii) request an extension of the Mining Exploration Concession for an additional two years (the extension only applies to a reduced surface area equal to 50% of the initial area) or (iii) allow the concession to expire.
According to the terms of the Corfo Agreements, with respect to lithium production, the Chilean Comission on Nuclear Energy (CCHEN) established a total accumulated extraction limit set as amended by the Corfo Arbitration Agreement in January 2018, up to 349,553 metric tons of lithium metallic equivalent (1,860,670 tons of lithium carbonate equivalent), which is in addition to the approximately 64,816 metric tons of lithium metallic equivalent (345,015 tons of lithium carbonate equivalent) remaining from the originally authorized amount in the aggregate for all periods while the Corfo Agreements are in force. As of December 31, 2022, only 8 years remain on the term of the Corfo Agreements. See “Item10.C. Material Contracts – Corfo Agreements.”
The environmental permit Resolución de Calificación Ambiental (RCA No. 226/2006, issued on October 19th, 2006, by COREMA (Comisión Regional del Medio Ambiente or Regional Environmental Commission) authorizes SQM to extract brines via pumping wells from two areas in the western and southwestern portions of the areas defined in the Corfo Agreements. SQM refers to these brine extraction areas as AAE zones (Áreas Autorizadas para la Extracción or Authorized Areas of Extraction), and they are further divided based on the products historically generated in each sector: (i) The northern portion is denominated the AAE-SOP, where “SOP” signifies sulfato de potasio (potassium sulfate product), and it covers a surface area of 10,512 hectares which is equivalent to 29.27% of the total AAE area; (ii) the southern portion is referred to as AAE-MOP, where “MOP” indicates muriato de potasio (potassium chloride product), covering a surface area of 25,399 hectares that is equivalent to 70.73% of the total AAE area.
SQM routinely carries out exploration activities within the areas involved in the Corfo Agreements and authorized by the Environmental Permits. These are aimed at maintaining the amount of wells needed for production.
The water that SQM uses for its mineral production in the Salar de Atacama is obtained from wells located in the alluvial aquifer on the eastern edge of the Salar de Atacama, for which the company has rights to use groundwater as well as the corresponding environmental authorization (RCA No. 226/2006). As part of the voluntary sustainability commitment assumed by SQM in 2020, the company will reduce its water consumption by up to 50% in 2030.
SQM’s operations are subject to certain risk factors that may affect the business, financial conditions, cash flow, or SQM’s operational results, such as: the potential inability to extend or renew mineral exploitation rights in the Salar de Atacama beyond the defined expiration date (December 31, 2030) in the Corfo Agreements; risks related to being a company based in Chile; potential political risks as well as changes to the Chilean Constitution and legislation may affect development plans, production levels, and costs; and risks related to financial markets.
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Mt. Holland Lithium Project, Australia
Facilities
The Mount Holland project is an integrated lithium project in Western Australia consisting of (i) an open pit mine and lithium concentrator operation, at Mount Holland, 120 km southeast of Southern Cross, and (ii) a lithium hydroxide (LiOH) refinery located in the Town of Kwinana, 26.5 km from the port of Fremantle, from where the LiOH will be shipped.
The project is an unincorporated joint venture in which SQM owns 50% and Wesfarmers Limited, through a wholly owned subsidiary, owns the remaining 50% and is managed by Covalent Lithium Pty Ltd, an entity owned 50% by SQM and 50% by Wesfarmers.
The project is accessed by land using the Parker Range Road and Marvel Loch-Forrestania road, which are an all-season gravel road. The Parker Range road is connected to the Great Eastern Highway which is a paved road with connectivity to Southern Cross, Kalgoorlie and Perth. Also, the project has its own access by air using an airstrip and infrastructure in the southern part of the mine.
On September 11, 2017, Kidman Resources Limited (Kidman) and SQM entered into an asset sale agreement, pursuant to which SQM acquired its interest in the tenements for a total investment of SQM of US$110 million, consisting of an initial payment of US$25 million and a deferred payment of US$85 million, both payments subject to certain preceding conditions. All payments were completed by December 2018. In the asset sale agreement, the parties also agreed to form an unincorporated joint venture to mine and process spodumene ore into spodumene concentrate or lithium hydroxide. The Mt. Holland JV was established by the unincorporated joint venture agreement dated December 21, 2017, between SQM Australia and MH Gold, a then wholly owned subsidiary of Kidman Resources Limited (Kidman). Wesfarmers acquired Kidman Resources Limited in 2019, which resulted in Wesfarmers taking over Kidman Resources’ interest in the Mt Holland JV on September 23, 2019.
SQM and Wesfarmers announced a positive investment decision in February 2021 following the completion of a feasibility study by Covalent. The Mt. Holland project is currently in development stage. Most construction contracts have been awarded and are underway, including the mining contract, the concentrator plant engineering and construction contract and the refinery construction contracts.
The Mt. Holland project is focused on the exploitation of the resource in the Earl Grey pegmatite group. The Earl Grey pegmatite group consists of a main tabular pegmatite body, flanked by numerous minor dikes at both its top and bottom. The pegmatite field covers an area of up to 1 x 2 square km and a thickness of up to 100 meters. The pegmatites become progressively narrower and branched to the south and east of the main pegmatite until the main body divides into several narrower dikes. Isolated box rock enclaves are sporadically found within the pegmatite body.
The pegmatites have an approximate strike of 210° to 220° and dip of 5° to 15° to the northwest. At their western margin, the pegmatites appear to be affected by gentle folding. The dip of the pegmatites is variable, with the pegmatite steepening from sub-horizontal in the south to 10° to 15° to the northwest north of the Earl Grey gold pit.
Extensive exploration supports the characterization of the Earl Grey pegmatite, as the resource and reserve estimation, and it is comprised of surface mapping and extensive subsurface drilling carried out on the property in consideration that the pegmatite is not outcropping in the area. Exploration has predominantly been carried out by Kidman Resources since 2016, for the discovery and resource definition. Since 2020, Covalent has conducted additional diamond drilling for metallurgical sampling, grade control drilling campaigns and improvement definition of the orebody geometry in the proposed starter pit area.
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Most of the exploration holes present at Earl Grey have been drilled using standard reverse circulation (RC) drilling techniques. Diamond drilling comprises boreholes with diameters of 47.6mm, 50.5mm, 63.5mm and 85mm, which are drilled for geological, metallurgical and geotechnical purposes. Recoveries for RC drilling range from 70-90% in this geological/geomorphological setting. The recoveries for diamond drilling are in the order of 95-100%. Recoveries diminish where shear zones or other structural disturbances have been crossed. The orientation of the boreholes is at relatively sharp angles (less than 90º) and, therefore, the intersected length is not considered as a representation of the true thickness of the pegmatite; its real thickness is determined through geological models.
Resource drilling was initially conducted on broad exploration grids to determine the extent of mineralization. This was followed by a drill program on a 50 by 50 meter grid to support the resource estimate. Through the development of the Project in 2020, the first stages of the open pit were defined and the drilling program was designed for grade control based on higher density and geostatistical criteria. This information provides the design of the mine during the initial years of commissioning and supports the current definition of resources and reserves.
Reserves and Resources
Mt. Holland—Summary of Mineral Reserves at the End of the Fiscal Year Ended December 31, 20221
|
|
|
|
| Cut-off |
| ||||
Amount | Grades/Qualities | grades | Metallurgical recovery | |||||||
Total | SQM Attributable | |||||||||
| Mton |
| MTon | Li2O % | Li2O % | % | ||||
Proven mineral reserves |
| 21.5 |
| 10.8 |
| 1.48 |
| 0.5 |
| 75% Concentrator: 85% Refinery |
Probable mineral reserves |
| 62.4 |
| 31.2 |
| 1.60 |
| 0.5 |
| 75% Concentrator: 85% Refinery |
Total mineral reserves |
| 83.9 |
| 42.0 |
| 1.57 |
| 0.5 |
| 75% Concentrator: 85% Refinery |
| (1) | Mineral reserve tonnage and grade have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. Metallurgical processes are designed for a nominal 2Mpta ore feed. Process recovery to concentrate is estimated at 75% for lithium oxide for predominantly spodumene mineralization and 0% for other mineralization types. Refinery process recovery is estimated at 85%. Tantalum recovery is estimated at 0%. A total operating cost of US$4,979 for LiOH production was considered in the reserve evaluation. The price, cost, and mass yield parameters, along with the internal constraints of the current operations, result in mineral reserves cut-off grade of 0.5% lithium oxide based on a selling lithium hydroxide price of US$ 11,000 per ton. David Billington is the QP responsible for the mineral reserves estimate with an effective date: December 15, 2021. No material changes since that date. |
Mt. Holland—Summary of Mineral Resources Exclusive of Mineral Reserves at the End of the
Fiscal Year Ended December 31, 20221
|
| Resources |
| Cut-off |
| Metallurgical |
| ||||
Amount | Grades/Qualities | grades | recovery |
| |||||||
Total | SQM Attributable |
| |||||||||
| Mton |
| MTon | Li2O % | Li2O % | % | |||||
Measured Mineral Resources |
| 27.0 |
| 13.5 |
| 1.58 |
| 0.50 |
| 75 | % |
Indicated Mineral Resources |
| 61.0 |
| 30.5 |
| 1.45 |
| 0.50 |
| 75 | % |
Measured + Indicated Mineral Resources |
| 88.0 |
| 44.0 |
| 1.49 |
| 0.50 |
| 75 | % |
Inferred Mineral Resources |
| 7.0 |
| 3.5 |
| 1.38 |
| 0.50 |
| 75 | % |
| (1) | Mineral resource tonnage and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. Mineral resources are reported exclusive of mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Resources have been reported as in situ (hard rock within optimized pit shell). Pit optimization and economics for derivation of cut-off grade include mine gate pricing of US$ 800 per ton of 6% Li2O concentrate, AU$19 per bcm mining cost (LoM average cost-variable by depth), AU$65 processing cost per ton. Mining dilution set at 5% and recovery at 95%. Royalty fees 5%. The optimization considered for the concentrator is 75%. Costs estimated in Australian Dollars were converted to US Dollars based on an exchange rate of 0.75AU$:1.00US$. These economics define a cut-off grade of 0.50% lithium oxide. Kerry Griffin is the QP responsible for the mineral resource estimate with an effective date: October 6, 2021. No material changes since that date. |
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Mt. Holland—Summary of Mineral Resources Inclusive of Mineral Reserves at the End of the Fiscal Year Ended December 31, 20221
|
|
| Resources |
| Cut-off |
| Metallurgical |
| |||
Amount | Grades/Qualities | grades | recovery |
| |||||||
Total | SQM Attributable |
| |||||||||
| Mton |
| MTon | Li2O % | Li2O % | % | |||||
Measured Mineral Resources |
| 71.0 |
| 35.5 |
| 1.57 |
| 0.5 |
| 75 | % |
Indicated Mineral Resources |
| 107.0 |
| 53.5 |
| 1.51 |
| 0.5 |
| 75 | % |
Measured + Indicated Mineral Resources |
| 178.0 |
| 89.0 |
| 1.54 |
| 0.5 |
| 75 | % |
Inferred Mineral Resources |
| 8.0 |
| 4.0 |
| 1.44 |
| 0.5 |
| 75 | % |
| (1) | Mineral resource tonnage and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding. Mineral resources are reported inclusive of mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Resources have been reported as in situ (hard rock within optimized pit shell). Pit optimization and economics for derivation of cut-off grade include mine gate pricing of US$ 800 per ton of 6% Li2O concentrate, AU$19 per bcm mining cost (LoM average cost-variable by depth), AU$65 processing cost per ton. Mining dilution set at 5% and recovery at 95%. Royalty fees 5%. The optimization considered for the concentrator is 75%. Costs estimated in Australian Dollars were converted to US Dollars based on an exchange rate of 0.75AU$:1.00US$. These economics define a cut-off grade of 0.50% Li2O. Kerry Griffin is the QP responsible for the mineral resource estimate with an effective date: October 6, 2021. No material changes since that date. |
The Mt. Holland lithium project proven and probable mineral reserves attributable to SQM of 10.8 million tonnes and 31.2 million tonnes at December 31, 2022, respectively, remained unchanged from the amounts at December 31, 2021. The Mt. Holland lithium project measured, indicated and inferred mineral resources, exclusive of reserves, of 13.5 million tonnes, 30.5 million tonnes and 3.5 million tonnes at December 31, 2022, respectively, remained unchanged from the amounts at December 31, 2021. These mineral reserve and mineral resource amounts were unchanged because the Mt. Holland lithium project is still in construction. The work done through December 31, 2022, was focused on pre-striping, the concentrator and refinery construction.
Mining Rights
The Mt. Holland lithium project development envelope for the Mine and Concentrator is spread across three core mining tenements (M77/1065, M77/1066 and M77/1080), as well as exploration licenses, general purpose licenses and miscellaneous licenses (Project Tenements), covering an approximate area of 4,606 hectares.
The majority of the project properties are currently registered in equal parts to MH Gold, an affiliate of Wesfarmers Limited, and SQM Australia, an affiliate of SQM. Other exploration rights in the Mt. Holland project are held by MH Gold Pty Ltd or Montague Resources Australia Pty Ltd, both of which are ultimately controlled by Wesfarmers Chemicals, Energy and Fertilizers (WesCEF). The project is a joint venture, in which SQM owns 50% and Wesfarmers Limited owns the remaining 50% (the “Mt. Holland Joint Venture”), and is managed by Covalent Lithium Pty Ltd (“Covalent”), a entity owned 50% by SQM and 50% by Wesfarmers. Covalent is neither the registered owner nor the applicant of the project properties under the Mining Act 1978 (WA) (Mining Act).
The information presented in the following table (Mt. Holland project) has been validated by the following Qualified Persons:
Mr. David Billington is a mining engineer with a BE in Mining, he has over 35 years of experience in mine planning, mine operations and management and project evaluation and consulting, for different commodities (Li, Ta, Sn, Fe2O3, Au, Cu, REE). As a mining engineer, he has worked at pegmatite projects producing Lithium for 10 years and evaluated multiple lithium pegmatite projects. He is a member of the Australasian Institute of Mining and Metallurgy (AUSIMM), 109676. He meets the experience criteria as competent person for Ore Reserves is style of mineralization as set out by the AUSIMM’s Joint Ore Reserve Committee (JORC). He is a Qualified Person as defined by subpart 1300 of Regulation S-
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K. Mr. Billington is an employee of Covalent Lithium, a joint venture between SQM and Wesfarmers Ltd. He is responsible for the reserve estimation for the Mt. Holland lithium project.
Mr. Kerry Griffin is a qualified Geologist and has over 28 years of extensive hands-on experience in mine geology, mine development and management, designing and managing large scale exploration and resource drilling programs, resource modelling and estimation, the management and training of geological/technical teams in Australia, Africa, South/Central America, Central and SE Asia including more than 22 years in senior or management positions. His experience in lithium pegmatites includes exploration, resource development and mining in Australia, Southern Africa, and South America and as such, Mr. Griffin meets the experience criteria as a competent person for Ore Resources in this style of mineralization as set out by the AUSIMM’s Joint Ore Reserve Committee (JORC). He is a Qualified Person as defined by subpart 1300 of Regulation S-K. He is a current member of the Australian Institute of Geoscientists (3521) and the Society of Economic Geology. Mr. Griffin was employed by Mining Plus Ltd when the resource estimates were calculated. He is currently employed by Global Commodity Solutions. He is responsible for the resource estimation for the Mt. Holland Lithium Project.
Mr. Andrés Fock is a Geologist and MSC in Geology, with 18 years of experience in project evaluation, resource estimation, exploration and geostatistics, for different commodities such as lithium, potassium, nitrates, iodine, copper and rare earth elements. Since 2019, he is a Qualified Person as defined in subpart 1300 of Regulation S-K and is registered with No. 0388 in the Public Registry of Qualified Persons in Mining Resources and Reserves, in accordance with the Law for Qualified Persons and its current regulation in Chile. As a geologist, he has evaluated multiple lithium brine and lithium bearing pegmatite projects. Mr. Fock acted as project manager during preparation of the Technical Report Summary for the Mt. Holland Project. Mr. Fock is an employee of SQM.
Transportation and Storage Facilities in Chile
The transportation of our products is carried out by trucks that are operated by dedicated third parties through long-term contracts. Furthermore, we own port and storage facilities for the transportation and management of finished products and consumable materials.
Our main centers for the production and storage of raw materials are the Nueva Victoria, Coya Sur and Salar de Atacama facilities. Other facilities include chemical plants for the finished products of lithium carbonate and lithium hydroxide at the Carmen Lithium facility. The Port of Tocopilla terminal, which we own, is the principal facility for the storage and shipment of our bulk products and packaged potassium chloride (MOP), nitrates and lithium carbonate.
The Port of Tocopilla terminal facilities cover approximately 22 hectares and are located approximately 186 kilometers north of Antofagasta, approximately 124 kilometers west of María Elena and Coya Sur and 372 kilometers to the west of Salar de Atacama. Our affiliate, Servicios Integrales de Tránsitos y Transferencias S.A. (SIT), operates facilities for the shipment of products and the delivery of certain raw materials based on renewable concessions granted by Chilean regulatory authorities, provided that the facilities are used in accordance with the authorization granted and we pay an annual concession fee. The facilities include a truck weighing machine that confirms product entry into the port and transfers the product to distinct storage zones, a piezometer within the shipping system to carry out bulk product loaded onto ships, a crane with a 40-ton capacity for the loading of sealed product onto ships and a nitrate mixing facility.
The storage facilities consist of a system of six silos, with a total storage capacity of 55,000 metric tons, and a mixed storage area of open and covered storehouses with a total storage capacity of approximately 250,000 metric tons. In addition, to fulfill future storage needs, we will continue to make investments in accordance with the investment plan outlined by management. The products are also put into bags at the Port of Tocopilla terminal facilities where the bagging capacity is established by two bag packaging machines, one for sacks and polypropylene FIBC big bags and one for FFS polyethylene. The products that are packaged in Tocopilla may be subsequently shipped at the same port or may also be consolidated into trucks or containers for its subsequent dispatch to clients by land or sea through containers from other ports, principally located in Antofagasta, Mejillones and Iquique.
For the transportation of bulk product, the transportation belt system extends across the coastline to deliver products directly to the hatches of bulk cargo ships. The nominal load capacity of this shipping system is 1,200 tons per hour. The
74
transportation of packaged product is carried out utilizing the same bulk cargo ships using barges without motors located in the dock and loaded by a crane with a 40 ton capacity from the Port of Tocopilla terminal. Thereafter, they are towed and unloaded using ship cranes to the respective warehouses.
We normally contract bulk cargo ships to transfer the product from the Port of Tocopilla terminal to our hubs around the world or to clients directly, who, in certain instances, use their own contracted vessels for delivery.
Tocopilla processes related to the reception, handling, storage and shipment of bulk/packaged nitrates produced at Coya Sur are certified by the third-party organization TÜV-Rheinland under the quality standard ISO 9001:2015.
Computer System
We have information systems and a management information system (Enterprise resource planning or ERP) to support the administrative business processes or support of the company: Finance, Accounting, Human Resources and Logistics (IT), this does not include production systems, plant operation, extraction and maintenance (OT). The ERP and main system is located in Chile; although each commercial office has its own ERP that is later consolidated in the central system in Chile.
The computer and information system is used mainly for finance, accounting, human resources, monitoring of supplies and inventories, billing, quality control, research activities and production process and maintenance control. The mainframe computing system is located at our offices in Santiago and our Chilean and international subsidiaries are interconnected with each other, through data links.
In addition, we have cloud technologies, which allow us to support new business processes and respond quickly and at low cost to changing conditions of our business and of the market.
In relation to information security and cybersecurity, we are executing a plan in accordance with the strategic objectives of the business to safeguard the most important assets defined in the corporate risk meetings. This implies making our users aware of the best use of processes and computing (awareness) and working to comply with standards, as well as having high information security standards with world-class tools that mitigate potential attacks on our infrastructure.
Internal Controls
The preparation of mineral reserve and resource estimates is completed in accordance with our prescribed internal control procedures, which are designed specifically to ensure the reliability of such estimates presented herein. Annually, QPs and other employees review the estimates of mineral reserves and mineral resources, the supporting documentation, and compliance with applicable internal controls. Such controls employ management systems, standardized procedures, workflow processes, multi-functional supervision and management approval, internal and external reviews, reconciliations, and data security covering record keeping, chain of custody and data storage.
The internal controls for reserve and resource estimates also cover exploration activities, sample preparation and analysis, data verification, processing, metallurgical testing, recovery estimation, mine design and sequencing, and reserve and resource evaluations, with environmental, social and regulatory considerations. The quality assurance and control protocols over the assaying of drill hole samples are performed by reputable commercial laboratories following certification and accreditation programs established by the American Society for Testing and Materials (ASTM) or Australian National Association of Testing Authorities (NATA).
The reserve and resource estimates have inherent risks due to data accuracy, uncertainty from geological interpretation, mine plan assumptions, uncontrolled rights for mineral and surface properties, environmental challenges, uncertainty for future market supply and demand, and changes in laws and regulations. Management and QPs are aware of those risks that might directly impact the assessment of mineral reserves and resources. The current mineral reserves and resources are estimated based on the best information available and are subject to re-assessment when conditions change. Refer to Item 4A. “Risk Factors” for discussion of risks associated with the estimates of our mineral reserves and resources.
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ITEM 4A.UNRESOLVED STAFF COMMENTS
None.
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The information in this Item 5 should be read in conjunction with the Company’s Consolidated Financial Statements and the notes thereto included elsewhere in this Annual Report.
The Company’s Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards as published by the International Accounting Standards Board (IASB).
5.A. Operating Results
Introduction
The following discussion should be read in conjunction with the Company’s Consolidated Financial Statements. Certain calculations (including percentages) that appear herein have been rounded.
Our Consolidated Financial Statements are prepared in accordance with IFRS standards and prepared in U.S. dollars. The U.S. dollar is the primary currency in which we operate.
We operate as an independent corporation.
Overview of Our Results of Operations
We divide our operations into the following business lines:
| ● | the production and sale of specialty plant nutrients; |
| ● | the production and sale of iodine and its derivatives; |
| ● | the production and sale of lithium and its derivatives; |
| ● | the production and sale of potassium, including potassium chloride and potassium sulfate; |
| ● | the production and sale of industrial chemicals, principally industrial nitrates and solar salts; and |
| ● | the purchase and sale of other commodity fertilizers for use primarily in Chile. |
We sell our products through three primary channels: our own sales offices, a network of distributors and, in the case of our fertilizer products, through Yara International ASA’s (“Yara”) distribution network in countries where its presence and commercial infrastructure are larger than ours. Similarly, in those markets where our presence is larger, both our specialty plant nutrients and Yara’s are marketed through our offices.
Factors Affecting Our Results of Operations
Our results of operations substantially depend on:
| ● | trends in demand for and supply of our products, including global economic conditions, which impact prices and sales volumes; |
| ● | efficient operations of our facilities, particularly as some of them run at production capacity; |
| ● | our ability to accomplish our capital expenditures program in a timely manner; |
| ● | the levels of our inventories; |
| ● | trends in the exchange rate between the U.S. dollar and Chilean peso, as a significant portion of the cost of sales is in Chilean pesos, and trends in the exchange rate between the U.S. dollar and the euro, as a significant portion of our sales is denominated in euros; and |
| ● | energy, logistics, raw materials, labor and maintenance costs. |
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Impact of Foreign Exchange Rates
We transact a significant portion of our business in U.S. dollars, which is the currency of the primary economic environment in which we operate and is our functional and presentation currency for financial reporting purposes. A significant portion of our costs is related to the Chilean peso as most of our operations occur in Chile, and therefore an increase or decrease in the exchange rate between the Chilean peso and the U.S. dollar affects our costs of production. Additionally, as an international company operating in Chile and several other countries, we transact a portion of our business and have assets and liabilities in Chilean pesos and other non-U.S. dollar currencies, such as the euro, the South African rand and the Mexican peso. As a result, fluctuations in the exchange rate of such currencies to the U.S. dollar may affect our financial condition and results of operations. See Note 24 to our consolidated financial statements.
We monitor and attempt to balance our non-U.S. dollar assets and liabilities position, including through foreign exchange contracts and other hedging instruments, to minimize our exposure to foreign exchange rate risk. As of December 31, 2022, for hedging purposes we had open contracts to buy U.S. dollars and sell Chinese Yuan for approximately US$333.19 million (CNY2,318.41 million), to sell Euros for approximately US$38.05 million (EUR35.75 million), and to sell South African rand for approximately US$46.84 million (ZAR 816.2 million), as well as forward exchange contracts to sell U.S. dollars and buy Chilean pesos for US$87.0 million (Ch$77,686.72 million). All of the UF 10.23 million outstanding bonds issued in the Chilean market were hedged with cross-currency swaps to the U.S. dollar for approximately US$405.74 million as of December 31, 2021.
In addition, we had open forward exchange contracts to buy U.S. dollars and sell Chilean pesos to hedge our time deposits in Chilean pesos for approximately US$29.98 million (Ch$25,662.44 million).
The following table shows our revenues (in millions of US$) and the percentage of revenues accounted for by each of our product lines for each of the periods indicated:
| 2022 |
| 2021 |
| 2020 | |||||||
| % |
| US$ |
| % |
| US$ |
| % |
| US$ | |
Specialty plant nutrition | 11 | % | 1,172.3 | 32 | % | 908.8 | 39 | % | 701.7 | |||
Iodine and derivatives | 7 | % | 754.3 | 15 | % | 437.9 | 18 | % | 334.7 | |||
Lithium and derivatives | 76 | % | 8,152.9 | 33 | % | 936.1 | 21 | % | 383.4 | |||
Potassium | 4 | % | 437.2 | 15 | % | 416.6 | 12 | % | 209.3 | |||
Industrial chemicals | 2 | % | 165.2 | 5 | % | 132.0 | 9 | % | 160.6 | |||
Other products and services | — | % | 28.6 | 1 | % | 30.8 | 2 | % | 27.6 | |||
Total | 100 |
| 10,710.6 | 100 |
| 2,862.3 | 100 |
| 1,817.2 | |||
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The following table shows certain financial information of the Company (in millions of US$) for each of the periods indicated, as a percentage of revenues:
| Year Ended December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
(in millions of US$) |
| US$ |
| % |
| US$ |
| % |
| US$ |
| % |
Revenues |
| 10,710.6 |
| 100.0 |
| 2,862.3 |
| 100.0 |
| 1,817.2 |
| 100.0 |
Cost of sales (1) |
| (4,973.9) |
| 46.4 |
| (1,772.2) |
| 61.9 |
| (1,334.3) |
| 73.4 |
Gross profit |
| 5,736.6 |
| 53.6 |
| 1,090.1 |
| 38.1 |
| 482.9 |
| 26.6 |
Other income |
| 9.9 |
| 0.1 |
| 19.6 |
| 0.7 |
| 26.9 |
| 1.5 |
Administrative expenses |
| (142.6) |
| 1.3 |
| (118.9) |
| 4.2 |
| (107.0) |
| 5.9 |
Other expenses (2) |
| (75.9) |
| 0.7 |
| (60.6) |
| 2.1 |
| (99.6) |
| 5.5 |
Net impairment gains or reversal (losses) of financial assets |
| 3.4 |
| 0.1 |
| (0.2) |
| 0.0 |
| 4.7 |
| 0.7 |
Other gains (losses) |
| 0.1 |
| (0.0) |
| (2.6) |
| 00.1 |
| 0.5 |
| 0.3 |
Finance income |
| 47.0 |
| 0.4 |
| 4.7 |
| 0.2 |
| 13.7 |
| 0.8 |
Finance expenses |
| (86.6) |
| 0.8 |
| (84.6) |
| 3.0 |
| (82.2) |
| 4.5 |
Equity income of associates and joint ventures accounted for using the equity method |
| 20.1 |
| 0.2 |
| 11.1 |
| 0.4 |
| 8.9 |
| 0.5 |
Foreign currency exchange differences |
| (25.5) |
| 0.2 |
| (17.2) |
| 0.6 |
| (4.4) |
| 0.2 |
Income before income tax expense |
| 5,486.5 |
| 51.2 |
| 841.2 |
| 29.4 |
| 238.5 |
| 13.1 |
Income tax expense |
| (1,572.2) |
| 14.7 |
| (249.0) |
| 8.7 |
| (70.2) |
| 3.9 |
Profit attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
Controlling interests |
| 3,906.3 |
| 36.5 |
| 585.5 |
| 20.5 |
| 164.5 |
| 9.1 |
Non-controlling interests |
| 8.0 |
| 0.1 |
| 6.8 |
| 0.2 |
| 3.8 |
| 0.2 |
Profit for the year |
| 3,914.3 |
| 36.5 |
| 592.2 |
| 20.7 |
| 168.4 |
| 9.3 |
| (1) | Cost of sales includes the payment obligations under lease contract with Corfo, which includes quarterly lease payments based on product sales from leased mining properties and since 2018, annual contributions to research and development, to local communities, to the Antofagasta Regional Government and to the municipalities of San Pedro de Atacama, María Elena and Antofagasta. The expenses related to Corfo were US$3,273.0 million in 2022, US$247.6 million in 2021, and US$74.4 million in 2020. |
| (2) | Other expenses for 2020 includes a settlement fee related to a class action lawsuit against the Company in the United States which had a one-time, before-tax effect of US$62.5 million. |
Results of Operations – 2022 compared to 2021
Revenues
Revenues increased by 274.0% to US$10,710.6 million in 2022 from US$2,862.3 million in 2021. The main factors that caused the increase in revenues and variations in different product lines are described below.
Lithium and Derivatives
Revenues from lithium and derivatives totaled US$8,152.9 million during the year ended December 31, 2022, an increase of 770.9% compared to the US$963.1 million for the year ended December 31, 2021. Set forth below are sales volume data for the specified years:
(in Th. MT) |
| 2022 |
| 2021 |
| % Change |
|
Lithium and derivatives |
| 156.8 |
| 101.1 |
| 55 | % |
During 2022, we believe total lithium market demand surpassed 760,000 metric tons, an increase of approximately 44% when compared to 2021. The lithium market was mainly driven by growth in the electric vehicle market, which we believe grew over 100% when compared to 2021, led by China representing about 50% of global sales.
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Our sales volumes in the lithium and derivatives business line surpassed 156,800 metric tons during 2022, an increase of approximately 55% when compared to the previous year. We sold approximately 43,000 metric tons during the fourth quarter of 2022, with an average price of US$58,800/MT.
Average prices in this business line increased 462% in 2022 compared to average prices during 2021, reaching approximately US$52,000/MT compared to average prices of approximately US$9,300/MT in 2021.
Specialty Plant Nutrition
Revenues from the specialty plant nutrition business line for the year ended December 31, 2022 totaled US$1,172.3 million, an increase of 29.0% compared to US$908.8 million reported for the year ended December 31, 2021.
Set forth below are sales volume data for the specified years by product category in this product line:
(in Th. MT) |
| 2022 |
| 2021 |
| % Change |
|
Potassium nitrate and sodium potassium nitrate |
| 477.4 |
| 643.6 |
| (26) | % |
Specialty blends |
| 217.9 |
| 304.0 |
| (28) | % |
Other specialty plant nutrients (*) |
| 138.1 |
| 174.9 |
| (21) | % |
Sodium nitrate |
| 14.4 |
| 32.1 |
| (55) | % |
* | Includes trading of other specialty fertilizers. |
Higher revenues from specialty plant nutrition business line during 2022 were the result of significantly higher average sales prices during the year, which more than offset decreased sales volumes. As a result of the high prices seen during the year, we believe demand growth in the agricultural potassium nitrate market decreased approximately 15% when compared to 2021. This decrease in global demand led to our sales volumes during 2022 decreasing almost 27% when compared to 2021, attributable to a significant demand decrease in the premium soluble fertilizer segment, where our market share is higher. Average prices in the specialty plant nutrition business line were US$1,382/MT in 2022, an increase of 75.7% compared to average prices of US$787/MT reported in 2021.
Iodine and Derivatives
Revenues from sales of iodine and derivatives during the year ended December 31, 2022 were US$754.3 million, an increase of 72.3% compared to US$437.9 million generated for the year ended December 31, 2021.
Set forth below are sales volume data for the specified years:
(in Th. MT) |
| 2022 |
| 2021 |
| % Change |
|
Iodine and derivatives |
| 12.7 |
| 12.3 |
| 3 | % |
Higher iodine revenues were the result of higher average prices and slightly increased sales volumes during 2022 compared to 2021. Average prices in the business line increased slightly by 66.3%, reaching US$59/kilogram in 2022 compared to US$36/kilogram in 2021.
Potassium
Potassium chloride and potassium sulfate revenues for the year ended December 31, 2022 totaled US$437.2 million, a 4.9% increase compared to the US$416.6 million reported for the year ended December 31, 2021.
(in Th. MT) |
| 2022 | 2021 |
| % Change |
| |
Potassium chloride and potassium sulfate | 480.5 | 893.2 | (46) | % |
Revenues in the potassium chloride and potassium sulfate business line during 2022 were impacted by higher average prices when compared to 2021 which offset lower sales volumes. Our sales volumes for potassium chloride and potassium
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sulfate reached approximately 480,500 metric tons. Average prices in the potassium chloride and potassium sulfate business line increased approximately 95% during 2022 when compared to 2021, reaching US$910/MT.
Industrial Chemicals
Industrial chemicals revenues for the year ended December 31, 2022 reached US$165.2 million, a 25.1% increase compared to US$132.0 million for the year ended December 31, 2021.
Set forth below are sales volume data for the specified years by product category:
(in Th. MT) |
| 2022 |
| 2021 |
| % Change |
|
Industrial chemicals | 147.0 | 174.5 | (16) | % |
Our higher revenues in industrial chemicals reflected higher average prices in the business line, which more than offset the decrease in sales volume. Average prices in the industrial chemicals business line increased approximately 48.1% during 2022 when compared to 2021. We reported sales of approximately 80,000 metric tons of solar salts during 2022, lower than our original estimates as a result of delivery delays.
Other Products and Services
Revenues from sales of other commodity fertilizers and other income were US$28.6 million in 2022, a decrease of 7.3% compared to US$30.8 million of revenues in 2021.
Cost of Sales
Our overall cost of sales increased 203.6% to US$4,974.0 million in 2022, which represented 46.4% of revenues, from US$1,772.2 million in 2021, which represented 61.9% of revenues. The main factors that caused the increase in cost of sales and variations in different product lines are described below.
Lithium and Derivatives
Lithium and derivatives cost of sales increased 635.0% to US$3,636.9 million in 2022 from US$494.8 million in 2021, primarily as a result of our increased sales volumes during 2022 compared to 2021 and increased average prices which impact cost of sales as described below.
Our costs of sales related to our lithium and derivatives business line fluctuate with our price of lithium as a result of our 2018 amendment of the Corfo Agreements. The main modifications became effective on April 10, 2018 and requires an increase in the lease payments by increasing the lease rates associated with the sale of the different products produced in the Salar de Atacama, including lithium carbonate and lithium hydroxide. For technical and battery grade lithium carbonate, the former rate of 6.8% on FOB sales was changed to the following structure of progressive rates based on the final sale price:
Price US$/MT Li2CO3 |
| Lease payment rate |
|
$0 - $4,000 | 6.8 | % | |
Over $4,000 - $5,000 |
| 8.0 | % |
Over $5,000 - $6,000 |
| 10.0 | % |
Over $6,000 - $7,000 |
| 17.0 | % |
Over $7,000 - $10,000 |
| 25.0 | % |
Over $10,000 |
| 40.0 | % |
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Similarly for technical grade and battery grade lithium hydroxide, the rate structure was changed to the following structure of progressive rates based on the final sale price:
Price US$/MT LiOH |
| Lease payment rate |
|
$0 - $5,000 |
| 6.8 | % |
Over $5,000 - $6,000 |
| 8.0 | % |
Over $6,000 - $7,000 |
| 10.0 | % |
Over $7,000 - $10,000 |
| 17.0 | % |
Over $10,000 - $12,000 |
| 25.0 | % |
Over $12,000 |
| 40.0 | % |
See Note 18.2 to our consolidated financial statements for the disclosure of lease payments made to Corfo for all periods presented.
Specialty Plant Nutrition
Specialty plant nutrition cost of sales increased 11.6% to US$722.2 million in 2022 from US$646.9 million in 2021, as a result of higher costs per ton of potassium nitrate The average cost of sales in the specialty plant nutrition business line was US$852/MT in 2022, higher than US$560/MT in 2021
Iodine and Derivatives
Iodine and derivatives cost of sales increased 17.4% to US$282.1 million in 2022 from US$240.3 million in 2021. The average cost of sales in the iodine and derivatives business line was US$22.2/kilogram in 2022, an increase of 13.3% from US$19.6/kilogram in 2021.
Potassium
Potassium cost of sales decreased 23.5% to US$193.6 million in 2022 from US$253.1 million in 2021, as a result of decreased sales volumes. The average cost of sales in the potassium business line was US$403/MT in 2022, an increase from US$283/MT in 2021.
Our costs of sales related to our potassium business line fluctuate with our price of potassium as a result of our 2018 amendment of the Corfo Agreements. The main modifications became effective on April 10, 2018 and requires an increase in the lease payments by increasing the lease rates associated with the sale of the different products produced in the Salar de Atacama, including potassium chloride. For potassium chloride, the rate structure was changed to the following structure of progressive rates based on the final sale price:
Price US$/MT KCl |
| Lease payment rate |
|
$0 - $300 |
| 3.0 | % |
Over $300 - $400 |
| 7.0 | % |
Over $400 - $500 |
| 10.0 | % |
Over $500 - $600 |
| 15.0 | % |
Over $600 |
| 20.0 | % |
See Note 18.2 to our consolidated financial statements for the disclosure of lease payments made to Corfo for all periods presented.
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Industrial Chemicals
Industrial chemicals cost of sales increased 2.9% to US$112.2 million in 2022 from US$109.1 million in 2020, as a result of increased sales volumes in the business line. The average cost of sales in the industrial chemicals business line was US$764/MT in 2022, an increase of 22.2% from US$625/MT in 2021.
Gross Profit
Gross profit increased 426.2% to US$5,736.6 million in 2022, which represented 53.6% of revenues, from US$1,090.1 million in 2021, which represented 38.1% of revenues. As discussed above, this increase is attributable to the increase in revenues as a result of higher prices of lithium and derivatives, iodine and derivatives, specialty plant nutrients, industrial chemicals and potassium chloride and potassium sulphate and higher sales volumes of lithium and derivatives, and iodine and derivatives.
Other Income
Other income decreased 49.6% to US$9.8 million in 2022, which represented 0.1% of revenues, from US$19.6 million in 2021, which represented 0.7% of revenues.
Administrative Expenses
Administrative expenses increased 20.0% to US$142.6 million in 2022, which represented 1.3% of revenues, from US$118.9 million in 2021, which represented 4.2% of revenues.
Other Expenses
Other expenses increased 25.4% to US$76.0 million in 2022, which represented 0.7% of revenues, from US$60.6 million in 2022, which represented 2.1% of revenues.
Other Gains (Losses)
Other gains were US$0.1 million in 2022, compared to losses of US$2.6 million in 2021.
Finance Income
Finance income increased 902% to US$47.0 million in 2022, which represented 0.4% of revenues, from US$4.7 million in 2021, which represented 0.2% of revenues, due to higher interest rates earned on our investments and more cash available to invest.
Finance Expenses
Finance expenses increased 2.4% to US$86.7 million in 2022, which represented 0.8% of revenues, from US$84.6 million in 2021, which represented 0.3% of revenues.
Equity Income of Associates and Joint Ventures Accounted for Using the Equity Method
Equity income of associates and joint ventures accounted for using the equity method increased 81.1% to US$20.2 million in 2022, which represented 0.2% of revenues, from US$11.1 million in 2021, which represented 0.4% of revenues.
Foreign Currency Exchange Differences
Losses from foreign currency exchange differences amounted to US$25.4 million in 2022, which represented 0.2% of revenues, compared with a loss of US$17.2 million in 2021, which represented 0.6% of revenues. A significant portion of
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our costs is related to the Chilean peso as most of our operations occur in Chile. Because the U.S. dollar is our functional currency, we are subject to currency fluctuations. We seek to mitigate this impact through an active hedging program.
Profit Before Taxes
Profit before taxes increased by US$4,645.3 million, or 552.3%, to US$5,486.5 million in 2022 from US$841.2 million in 2021. This increase was primarily attributable to increase in revenues by US$7,848.3 million, partially offset by an increase in cost of sales by only US$3,171.5 million and an increase in administrative expenses by only US$23.8 million, as described above.
Income Tax Expense
Income tax expenses increased 531.4% to US$1,572.2 million in 2022, representing an effective tax rate of 28.7%, compared to US$249.0 million in 2021, representing an effective tax rate of 29.6%. The effective Chilean corporate tax rate was 27.0% during 2022 and 2021. Income tax increased as a result of higher taxable income reported in 2022 compared to 2021.
Profit for the Year
Profit for the year increased 561% to US$3,914.3 million in 2022 from US$592.2 million in 2021, primarily due to higher average prices in all of our business lines and higher sales volumes in the iodine and lithium business lines.
Results of Operations – 2021 compared to 2020
For a discussion of the comparison of our results of operations for the fiscal years 2021 and 2020, see “Part I, Item 5.A. Operating Results—Results of Operations – 2021 compared to 2020” of our Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on April 26, 2022.
5.B. Liquidity and Capital Resources
As of December 31, 2022, we had US$3.6 billion of cash and cash equivalents and time deposits. In addition, as of December 31, 2022, we had US$694 million of unused uncommitted working capital credit lines.
Shareholders’ equity increased to US$4,932.0 million as of December 31, 2022 from US$3,216.0 million as of December 31, 2021. Our ratio of total liabilities to total equity (including non-controlling interest) on a consolidated basis decreased to 1.19 as of December 31, 2022 from 1.23 as of December 31, 2021.
We evaluate from time to time our cash requirements to fund capital expenditures, dividend payouts and increases in working capital, but we believe our working capital is sufficient for our present requirements. As debt requirements also depend on the level of accounts receivable and inventories, we cannot accurately determine the amount of debt we will require nor are our requirements typically seasonal.
The table below shows our cash flows for 2022, 2021 and 2020:
(in millions of US$) |
| 2022 |
| 2021 |
| 2020 |
Net cash from operating activities | 4,077.6 | 822.5 | 182.2 | |||
Net cash used in financing activities |
| 2,003.0 |
| 1,206.5 |
| (94.1) |
Net cash from (used in) investing activities |
| (909.4) |
| (1,006.9) |
| (167.1) |
Effects of exchange rate fluctuations on cash and cash equivalents |
| (25.0) |
| (16.1) |
| (0.4) |
Net increase (decrease) in cash and cash equivalents |
| 1,140.2 |
| (1,005.9) |
| (79.4) |
We operate a capital-intensive business that requires significant investments in revenue-generating assets. Our past growth strategies have included purchasing production facilities and equipment and the improvement and expansion of existing
83
facilities. Funds for capital expenditures and working capital requirements have been obtained from net cash from operating activities, borrowing under credit facilities and issuing debt securities.
We believe that our capital expenditures for 2023 could reach approximately US$1.2 million focused on the maintenance of our production facilities in order to strengthen our ability to meet our production goals and to increase our production capacity, primarily related to lithium carbonate and lithium hydroxide capacity expansions and nitrates and iodine capacity in Chile and development of our lithium projects in Australia and China. See “Item 4.A. History and Development of the Company—Capital Expenditure Program.”
Our other major use of funds is for dividend distributions. In the consolidated statement of cash flows, we reported dividends paid of US$2.2 billion and US$572 million during 2022 and 2021, respectively. For a disclosure of our 2022 dividend policy and payments, see “Item 8.A.8. Dividend Policy.”
The proposed dividend policy for 2023 is expected to be announced at the Annual Shareholders’ Meeting to be held on April 26, 2023.
As of December 31, 2022, we had US$3.6 billion of cash and cash equivalents and time deposits. In addition, as of December 31, 2022, we had US$694 million of unused uncommitted working capital credit lines. Our Net Financial Debt to Adjusted EBITDA ratio was 0.0x as of December 31, 2022. Our next debt maturity that will require a significant cash payment is scheduled to occur in April 2024. We believe that our capital expenditures related to expansion and maintenance will require approximately US$1.2 billion during 2023.
We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, retained or contingent interests in transferred assets, derivative instruments or other contingent arrangements that would expose us to material continuing risks, contingent liabilities, or any other obligations arising out of a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us or that engages in leasing, hedging or research and development services with us.
Our future cash position could be impacted by, among other things, an operational shutdown, unforeseen expenses, a decreased ability of our customers to pay us for products or services or lower average prices or sales volumes in our business lines. Demand growth, sales volumes and average prices in our business lines could continue to be impacted by the COVID-19 pandemic, and therefore could have an impact on our cash position which could lead to a material adverse effect on our business, financial condition and results of operations. See “Item 3.D. Risk Factors”
Financing Activities
Our current ratio, defined as current assets divided by current liabilities, decreased to 2.3 as of December 31, 2022 from 4.6 as of December 31, 2021. The following table shows key information about our outstanding long- and short-term debt as of December 31, 2022.
| Current |
| Non-Current |
|
|
| ||||||
Amount | Amount | Interest | Issue | Maturity | ||||||||
Debt Instrument (1) |
| (ThUS$) |
| (ThUS$) | Rate | Date | Date |
| Amortization | |||
3.63% Notes due 2023 — US$300 million |
| 302,488 |
| — |
| 4.38 | % | Apr. 03, 2013 | Apr. 03, 2023 |
| Bullet | |
4.38% Notes due 2025 — US$250 million |
| 4,215 |
| 249,531 |
| 4.38 | % | Oct. 23, 2014 | Jan. 28, 2025 |
| Bullet | |
4.25% Notes due 2029—US$450 million |
| 2,190 | 446,334 |
| 4.25 | % | May 7, 2019 | May 7, 2029 |
| Bullet | ||
4.25% Notes due 2050—US$400 million |
| 7,271 |
| 393,888 |
| 4.25 | % | Jan. 22, 2020 | Jan. 22, 2050 |
| Bullet | |
3.50% Notes due 2051—US$700 million Green Bond |
| 6,999 |
| 684,659 |
| 3.50 | % | Sep. 10, 2021 | Sep. 10, 2051 |
| Bullet |
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Series H Bond — UF 4 million. |
| 17,394 |
| 95,933 |
| 4.90 | % | Jan. 13, 2009 | Jan. 05, 2030 |
| Semiannual, beginning in 2019 | |
Series O Bond — UF 1.5 million |
| 883 | 60,795 |
| 3.80 | % | Apr. 04, 2012 | Feb. 01, 2033 |
| Bullet | ||
Series P Bond — UF 3 million |
| 1,818 | 123,020 |
| 3.25 | % | Mar. 31, 2018 | Jan. 15, 2028 |
| Bullet | ||
Series Q Bond — UF 3 million |
| 331 |
| 122,764 | 3.45 | % | Nov. 8, 2018 | Jun. 1, 2038 |
| Bullet |
(1) | UF denominated bonds are fully hedged to U.S. dollars with cross-currency swaps. Note 14.4 b and d |
As of December 31, 2022, we had total financial debt of US$2,394.2 million compared to US$2,587.7 million as of December 31, 2021. The total short-term debt as of December 31, 2022 was US$523.0 million, and as of December 31, 2021 was US$51.3 million.
As of December 31, 2022, all of our long-term debt, including the current portion, was denominated in U.S. dollars, and all our UF-denominated bonds were hedged with cross-currency swaps to the U.S. dollar. The financial covenants related to our debt instruments include: (i) limitations on the ratio of NFD to equity (including non-controlling interest) on a consolidated basis, and (ii) minimum production assets. We believe that the terms and conditions of our debt agreements are standard and customary.
The following table shows the maturities of our nominal long-term debt by year as of December 31, 2022 (in millions of US dollars):
Maturity (1) |
| Amount |
2023 | 314.9 | |
2024 |
| 14.9 |
2025 |
| 264.9 |
2026 |
| 14.9 |
2027 and thereafter |
| 1,909.9 |
Total |
| 2,519.6 |
| (1) | Only the principal amount has been included. For the UF-denominated local bonds, the amounts presented reflect the real U.S. dollar obligation as of December 31, 2022 not including the effects of the cross-currency swaps that hedge these bonds to the U.S. dollar and which had, as of December 31, 2022, a market value of US$11.7 million against SQM. |
Environmental and Occupational Safety and Health Projects
We spent US$44.2 million on environmental, safety and health projects in 2022. This amount forms part of the capital expenditure program discussed above.
Non-IFRS Financial Measures
This annual report makes reference to certain non-IFRS financial measures, namely EBITDA and adjusted EBITDA. These non-IFRS financial measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.
EBITDA represents Profit for the Year + Depreciation and Amortization Expenses + Finance Costs + Income Tax and Adjusted EBITDA is defined as EBITDA – Other income – Other gains (losses) - Share of Profit of associates and joint ventures accounted for using the equity method + Other expenses by function + Net impairment gains on reversal (losses) of financial assets – Finance income – Currency differences. We have included EBITDA and adjusted EBITDA to provide investors with a supplemental measure of our operating performance.
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We believe EBITDA and adjusted EBITDA are important supplemental measures of operating performance because it eliminates items that have less bearing on our operating performance and thus highlights trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures.
EBITDA and adjusted EBITDA have important limitations as analytical tools. For example, EBITDA and adjusted EBITDA do not reflect (a) our cash expenditures, or future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements for, our working capital needs; (c) the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and (d) tax payments or distributions to our parent to make payments with respect to taxes attributable to us that represent a reduction in cash available to us. Although we consider the items excluded in the calculation of non-IFRS measures to be less relevant to evaluate our performance, some of these items may continue to take place and accordingly may reduce the cash available to us.
We believe that the presentation of the non-IFRS financial measures described above is appropriate. However, these non-IFRS measures have important limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under IFRS. Because of these limitations, we primarily rely on our results as reported in accordance with IFRS and use EBITDA and adjusted EBITDA only supplementally.
| For the years ended December 31, | |||||
2022 | 2021 | 2020 | ||||
| (ThUS$) |
| (ThUS$) |
| (ThUS$) | |
Profit for the Year |
| 3,914.3 |
| 592.2 |
| 168.4 |
(+) Depreciation and amortization expenses |
| 244.5 |
| 214.2 |
| 203.9 |
(+) Finance costs |
| 86.7 |
| 84.6 |
| 82.2 |
(+) Income tax |
| 1,572 |
| 249 |
| 70 |
EBITDA |
| 5,817.6 |
| 1,140.1 |
| 524.6 |
(-) Other income |
| 9.9 |
| 19.6 |
| 26.9 |
(-) Other gains (losses) |
| 0.1 |
| (2.6) |
| (5.3) |
(-) Share of Profit of associates and joint ventures accounted for using the equity method |
| 20.2 |
| 11.1 |
| 8.9 |
(+) Other Expenses by Function |
| (76.0) |
| (60.6) |
| (99.6) |
(+) Net impairment gains on reversal (losses) of financial assets |
| 3.4 |
| (0.2) |
| 4.7 |
(-) Finance income |
| 47.0 |
| 4.7 |
| 13.7 |
(-) Currency differences |
| (25.4) |
| (17.2) |
| (4.4) |
Adjusted EBITDA |
| 5,838.4 |
| 1,185.5 |
| 579.8 |
5.C. Research and Development, Patents and Licenses, etc.
One of the main objectives of our research and development team is to develop new processes and products in order to maximize the returns obtained from the resources that we exploit. Our research is performed by three different units, whose research topics cover all of the processes involved in the production of our products, including chemical process design, phase chemistry, chemical analysis methodologies and physical properties of finished products.
Our research and development policy emphasizes the following: (i) optimizing current processes in order to decrease costs and improve product quality through the implementation of new technology, (ii) developing higher-margin products from current products through vertical integration or different product specifications, (iii) adding value to inventories and (iv) using renewable energy in our processes.
Our research and development activities have been instrumental in improving our production processes and developing new value-added products. As a result, new methods of extraction, crystallization and finishing products have been developed. Technological advances in recent years have enabled us to improve process efficiency for the nitrate, potassium and lithium operations, improve the physical quality of our prilled products and reduce dust emissions and caking by applying specially designed additives to our products handled in bulk. Our research and development efforts have also resulted in new, value-added markets for our products. One example is the use of sodium nitrate and potassium nitrate as thermal storage in solar power plants.
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5.D. Trend Information
Our revenues increased 274.2% to US$10,710.6 million in 2022 from US$2,862.3 million in 2021. Gross profit reached US$5,736.6 million (53.6% of revenues) in 2022, higher than US$1,090.1 million (38.1% of revenues) recorded in 2021. Profit attributable to controlling interests increased 567.2% to US$3,906.3 million in 2021 from US$585.5 million in 2021.
Revenues from lithium and derivatives totaled US$8,152.9 million during the twelve months ended December 31, 2022, an increase of 770.9% compared to the US$936.1 million for the twelve months ended December 31, 2021. During 2022, our sales volumes in the lithium and derivatives business line surpassed 156,800 metric tons, an increase of approximately 55% when compared to the previous year. Additionally, our average prices in the lithium and derivatives business line reached approximately US$52,000, an increase of 461.6% when compared to 2021. We saw very strong demand in the fourth quarter of 2022, driven by increased cathode and electric vehicle production in anticipation of the Chinese electric vehicles subsidies not being extended in 2023. In response to this high demand, some of our 2023 sales volumes were brought forward and delivered during the last months of 2022. As expected, advanced sales volumes in the fourth quarter of 2022, followed by the usual slowdown surrounding the Chinese New Year celebration, resulted in lower monthly lithium sales rates during the first two months of 2023 than seen at the end of last year.
Fundamentals behind demand growth are strong, with sales of electric vehicles growing in all the markets, especially in the US market, positively impacted by the Inflation Reduction Act. This leads us to believe that demand this year should grow more than 20% when compared to 2022. As electric vehicle sales continue to grow, we now expect the lithium demand to reach almost 1.5 million metric tons by 2025. This strong demand growth expectations gives us confidence as we remain focused on expanding our lithium production capacity. In Chile, we have reached a run-rate of 180,000 metric tons of high-quality lithium products while working to further expand our lithium carbonate and lithium hydroxide capacity. With our lithium project in Australia in construction, we expect to be producing spodumene from the Mt. Holland site by the end of the year and lithium hydroxide during the first half of 2025. The Sichuan refinery is expected to be completed in the second quarter this year while we continue to invest in lithium exploration.
Revenues from sales of iodine and derivatives during the twelve months ended December 31, 2022 were US$754.3 million, an increase of 72.3% compared to US$437.9 million generated for the twelve months ended December 31, 2021. Our sales volumes increased almost 4% during 2022, driven by the demand growth in the iodine market and our ability to deliver more volumes to our customers. We believe that the total iodine market grew approximately 2% during 2022, driven predominately by a healthy demand growth in the x-ray contrast media segment, and believe that it could grow between 1-2% in 2023. We saw our average price increase almost 7% in the fourth quarter of 2022 when compared to the previous quarter and believe that prices could remain at these levels during the first half of 2023.
Revenues from the SPN business line for the twelve months ended December 31, 2022 totaled US$1,172.3 million, an increase of 29.0% compared to $908.8 million reported for the twelve months ended December 31, 2021. Higher revenues from specialty plant nutrition business line during 2022 were the result of significantly higher average sales prices during the year. As a result of the high prices seen during the year, we believe that global potassium nitrate demand decreased almost 15%. This decrease in global demand led to our sales volumes being almost 27% lower during 2022 when compared to 2021, attributable to a significant demand decrease in the premium soluble fertilizer segment, where our participation is higher. While we expect to see some demand recovery during 2023, with the information we have today, we do not expect it to fully recover to 2021 levels.
Potassium chloride and potassium sulfate revenues for 2022 totaled US$437.2 million, a 4.9% increase compared to the US$416.6 million reported for the twelve months ended December 31, 2021. We believe that potassium market demand in 2022 reached approximately 60 million metric tons, a decrease from the approximately 71 million metric tons during 2021 as a result of significantly higher market prices during 2022 compared to the previous year. Our sales volumes in 2022 were almost 46% lower than the sales volumes we reported in 2021 but were offset by significantly higher average sales prices throughout the year. We have seen potash prices coming down in recent months and saw our average prices during the fourth quarter follow this trend. Our average prices during the fourth quarter of 2022 were approximately 15% lower than average prices reported during the previous quarter. The price decrease should have a positive impact on market demand, and we expect to see some recovery during the year. Our potassium sales volumes could surpass 500,000 metric tons in 2023.
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5.E. Critical Accounting Estimates
For information on our critical accounting estimates, see Note 3.33 to our consolidated financial statements.
5.F. Safe Harbor
The information contained in Item 5.E contains statements that may constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” in this Annual Report, for safe harbor provisions.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
We are managed by our executive officers under the direction of our Board of Directors, which, in accordance with our By-laws, consists of eight directors, seven of whom are elected by holders of Series A common shares and one of whom is elected by holders of Series B common shares. The entire Board of Directors is regularly elected every three years at our Ordinary Shareholders’ Meeting. Cumulative voting is allowed for the election of directors. The Board of Directors may appoint replacements to fill any vacancies that occur during periods between elections. If a vacancy occurs, the entire Board must be elected or re-elected at the next regularly scheduled Ordinary Shareholders’ Meeting. Our Chief Executive Officer is appointed by the Board of Directors and holds office at the discretion of the Board. The Chief Executive Officer appoints our executive officers. There are regularly scheduled meetings of the Board of Directors once a month. Extraordinary meetings may be called by the Chairman when requested by (i) the director elected by holders of the Series B common shares, (ii) any other director with the assent of the Chairman or (iii) an absolute majority of all directors. The Board of Directors has a Directors’ Committee and its regulations are discussed below.
Each of the eight members of the current Board of Directors was elected for a three-year term at the Annual General Shareholders’ Meeting that took place on April 26, 2022. On April 3, 2023, Ashley Ozols resigned from the Board of Directors effective, April 21, 2023. As a result of this resignation, the entire Board will be elected at the next Annual General Shareholders’ meeting to be held on April 26, 2023.
Our current directors are as follows:
Name |
| Position and relevant experience |
| Current position held since |
|---|---|---|---|---|
Gonzalo Guerrero Y. | Chairman of the Board and Director. Mr. Guerrero earned a law degree from the Universidad de Chile and a Masters of Business Law from the Universidad Adolfo Ibáñez. He was General Counsel and substitute Board member of Integramédica S.A. for more than seven years and was a Director of Inversiones Oro Blanco S.A., Asfaltos Chilenos S.A., VNT S.A. (Vantrust Capital Asset Management) and SMA Clinica Internacional S.A. (Perú), among others. Currently, he is an Executive Board member of Guerrero and Associates, Chairman of the Board of Sanasalud S.A., director of SQM Salar S.A. and Chairman of the Fundación para el Desarrollo Social y Patrimonial de Maria Elena and Dictor of ICARE. | April 2017 | ||
Patricio Contesse F. | Vice Chairman of the Board and Director. Mr. Contesse is a lawyer with a degree from the Pontificia Universidad Católica de Chile. Previously, he was a Board member of SQM from 2013 until 2015. Since 2011, he has held senior executive positions in Pampa Group through 2021, where he is currently Vice Chairman of the Boards of Directors of the Pampa Group entities. | April 2018 | ||
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Name |
| Position and relevant experience |
| Current position held since | |
|---|---|---|---|---|---|
Hernán Büchi B. | Director. Mr. Büchi earned a degree in Civil Engineering from the Universidad de Chile. He served on the SQM Board of Directors for several years until April 2016, before rejoining in 2017. He is currently a Board member of Quiñenco S.A., among others. He is also Chairman of the Board of Directors of the Universidad del Desarrollo. | April 2017 | |||
Dang Qi | Director. Ms. Qi, earned a degree in Spanish Literature and Spanish-speaking Cultures from the Beijing Foreign Studies University, and has 17 years of experience at Xinhua News Agency as a director and correspondent in four Latin American countries and a chief reporter in China. Between May 2017 and March 2019, she was director of the Xinhua News Agency office in Chile. She held that same position in Costa Rica and Panama, in addition to being a Xinhua correspondent in Mexico. In China, she served as a writer, editor and reporter for Xinhua. | April 2022 | |||
Antonio Gil N. | Director. Mr. Gil holds a degree in Industrial Engineering from ICAI (Universidad Pontificia Comillas, Spain) and is a graduate of Harvard Business School (where he obtained his MBA) and Stanford University (where he completed the Stanford Executive Program). He has more than 25 years of experience in strategic leadership, management, financial and investment roles at global, European and Latin American companies. He is currently board member at Latam Airlines Group and a strategic and financial advisor to several national and international companies. Previously, he was CEO of Moneda Asset Management, Vice President of ACAFI, Managing Director, Worldwide CFO and member of the global executive committees of several businesses at JPMorgan. He started his career as strategic consultant for BCG in Spain. | April 2022 | |||
Gina Ocqueteau T. | Director. Ms. Ocqueteau graduated as a nurse from the Universidad de Chile and holds an MBA in Commercial Management and Marketing from ESEM, Business School, Madrid Campus. She is currently CEO of Waygroup Chile, founding partner of Crosscheck and director of the Asia Pacific Chamber of Commerce. She has been a director of Chile Mujeres since 2019 and was a member of the Advisory Council of the Ministry of Women and Gender Equity in 2021. Previously, she was also director of the Association of Entrepreneurs, ASECH, and held senior positions within ACHS. | April 2022 | |||
Ashley Ozols | Director. Mr. Ozols earned a Bachelor of Commerce degree from the University of New South Wales, Sydney and is also a CFA charterholder. He resides in Australia and has over 20 years of international business experience providing strategic, financial and advisory services to American, Australian and Asian based clients. Between 2003 and 2017, he worked at several investment banks, including Macquarie Group, Grant Samuel, and CLSA. Between 2017 and beginning his role as a board member at SQM in 2021, he worked at Tianqi Lithium as an executive focused on corporate development. | December 2021 | |||
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Name |
| Position and relevant experience |
| Current position held since | |
|---|---|---|---|---|---|
Antonio Schneider C. | Director. Mr. Schneider has a doctorate from The New School, New York and has a degree in Economics from Universidad de Chile. He has worked in Chile in the cosmetics, forest products, salmon and food crops, fruit export, and food products industries. He is associated with financial and banking representations, mainly in Larrain Vial S.A., in international business, mining and its development as a national investment bank. He has been a director at InvertecFoods, Pesquera Yadran, ChileFoods, Indura Peru, Salmonfood, and Banco Estado, among others. | April 2022 | |||
Our current executive officers are as follows:
Name |
| Position and relevant experience |
| Current position held since |
|---|---|---|---|---|
Ricardo Ramos R. | Chief Executive Officer. Mr. Ramos earned an industrial engineering degree from the Pontificia Universidad Católica de Chile. In 1989, he joined SQM as Finance Advisor and served as Chief Financial Officer and Vice President of Corporate Services from 1994 until 2018, before assuming his current role in January 2019. | January 2019 | ||
Gerardo Illanes G. (1) | Chief Financial Officer. Mr. Illanes earned an engineering degree from the Universidad Católica de Chile and a Master of Business Administration from Emory University’s Goizueta Business School. In 2006, he joined SQM and has served in several positions within the finance area at our headquarters in Santiago, Chile and in subsidiaries around the world. Mr. Illanes is also a member of the Board of Soquimich Comercial. In May 2016, he became Vice President of Finance, and assumed his current role in October 2018. | October 2018 | ||
Gonzalo Aguirre T. | General Counsel. Mr. Aguirre earned a degree in law from the Universidad Católica de Chile and a Master of Laws (LL.M) degree from Georgetown University Law Center. He joined SQM in April 2016 and has served as Legal Vice President since September 2016. Prior to joining SQM, he worked at SunEdison as Head of Legal for Latin America and at AES Gener, where he served as a counsel on corporate and project matters. Prior to his in-house experience, he worked for Carey y Cía Ltda, Paul Hastings LLP (as an international legal consultant) and Vial and Palma, where his practice focused on corporate and financial matters. He is admitted to practice in Chile and in Washington, D.C., as a special legal consultant. | September 2016 | ||
Pablo Altimiras C. | Executive Vice President of Nitrates and Iodine Businesses. Mr. Altimiras earned an engineering degree and a Master of Business Administration from the Universidad Católica de Chile. In 2007, he joined SQM as Chief of Logistics Projects. In 2009, he was promoted to Regulatory Affairs Director. He was Business Development Vice Manager from 2010 to 2011 and Development and Planning Manager in 2012. In 2016, he became Vice President of Business Development and Planning. In October 2018, he | December 2021 |
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Name |
| Position and relevant experience |
| Current position held since |
|---|---|---|---|---|
became Vice President of Lithium and Iodine Businesses and assumed his current role in the Company in December 2021. | ||||
José Miguel Berguño C. (2) | Vice President of Corporate Services. Mr. Berguño earned an engineering degree and Master of Business Administration from the Universidad Católica de Chile. In 1998, he joined SQM as Planning Engineer. In 2001, he served as Supply Chain Manager, and in 2006 he was Human Resources Manager. From 2010 to 2011, he was the National Director of Science under the Minister of Labor. In 2012, he was Human Resources Manager for Vitamina Work Life. In 2013, he resumed his role as Supply Chain Manager at SQM, and in 2016 took on the position of Vice President of Human Resources and Performance. In 2019, he became Vice President of Operations of Nitrates and Iodine and assumed his current role in December 2021. | December 2021 | ||
Carlos Díaz O. | Executive Vice President of Lithium. Mr. Díaz earned an engineering degree and a Master of Business Administration from the Pontificia Universidad Católica de Chile. In 1996, he joined SQM and worked in the planning, finance and logistics areas of the Company until 2012. From 2012 through 2019, he was Vice President of Operations, Nitrates and Iodine. In 2019 he became Vice President of Operations, Potassium and Lithium and assumed his current role in December 2021. | December 2021 | ||
| (1) | As of December 31, 2022, Mr. Illanes beneficially owned 800 SQM shares. |
| (2) | As of December 31, 2022, Mr. Berguño beneficially owned 380 SQM shares. |
6.B. Compensation
At the Ordinary Shareholders’ Meeting held on April 26, 2022, shareholders approved the compensation for the Audit and Financial Risk Committee, Corporate Governance Committee and the Safety, Health and Environmental Committee.
During 2022, directors were paid a monthly retainer fee, which was independent of attendance and the number of Board sessions. For the Chairman and the Vice Chairman, the fee amounted to UF 800 and UF 700 per month respectively. For the remaining six directors, the fee amounted to UF 600 per month each. In addition, the directors received variable compensation (in Chilean pesos) based on a profit-sharing program approved by the shareholders. Both the Chairman and the Vice Chairman received the equivalent of 0.12% of the total net profit that the Company obtained during the 2022 fiscal year and each of the remaining six directors received the equivalent of 0.06% of the 2022 total net profit of the Company.
In addition, during 2022, members of the Directors’ Committee were each paid UF 200 per month, regardless of the number of sessions held by the Directors’ Committee. The members of the Directors’ Committee also received variable compensation (in Chilean pesos) based on a profit-sharing program approved by the shareholders. Each member of the Directors’ Committee received an amount equal to 0.02% of the total net profit that the Company obtained during the 2022 fiscal year.
During 2022, the members of the Safety, Health and Environmental and the Corporate Governance Committees each received UF 100 per month, regardless of the number of sessions held.
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During 2022, the compensation paid to each of our directors who served on the Board of Directors during the year was as follows (amounts in Chilean pesos):
|
|
| SQM Health, |
|
| |||||
SQM | Safety and | Corporate | ||||||||
Directors’ | Environment | Governance | Total (Ch$) | |||||||
SQM Board | Committee | Committee | Committee | |||||||
Meeting (Ch$) | (Ch$) | (Ch$) | (Ch$) | |||||||
Gonzalo Guerrero Yamamoto | 592,315,480 | — | 39,845,758 | — | 632,161,238 | |||||
Patricio Contesse Fica |
| 876,680,719 |
| — |
| 39,845,758 |
| 39,845,758 |
| 956,372,235 |
Georges de Bourguignon Arndt (1) |
| 374,874,280 |
| 124,958,093 |
| — |
| — |
| 499,832,373 |
Hernan Büchi Buc | 537,955,180 | — | — | 39,845,758 | ||||||
Antonio Gil Nievas (2) |
| 163,080,900 |
| 54,360,300 |
| — |
| — |
| 217,441,200 |
Laurence Golborne Riveros (1) |
| 374,874,280 |
| 124,958,093 |
| — |
| — |
| 499,832,373 |
Gina Ocqueteau (2) |
| 163,080,900 |
| 54,360,300 |
| — |
| — |
| 217,441,200 |
Ashley Luke Ozols (3) |
| 331,603,389 |
| 47,338,104 |
| 13,665,342 |
| — |
| 392,606,835 |
Dang Qi (2) |
| 142,014,312 |
| — |
| 20,555,052 |
| — |
| 162,569,364 |
Alberto Salas Muñoz (1) |
| 699,085,277 |
| 124,958,093 |
| — |
| — |
| 824,043,370 |
Antonio Schneider (2) | 163,080,900 |
| — |
| — |
| 27,180,150 |
| 190,261,050 | |
Francisco Ugarte Larrain (1) | 374,874,280 |
| — |
| — |
| 12,665,608 |
| 387,539,888 | |
Robert Zatta (1) | 205,979,682 |
| — |
| — |
| — |
| 205,979,682 | |
TOTAL | 4,999,499,579 | 530,932,983 | 113,911,910 | 119,537,274 | 5,186,080,808 |
| (1) | Director until April 26, 2022 |
| (2) | Director since April 26, 2022 |
| (3) | Director until April 21, 2023 |
For the year ended December 31, 2022, the aggregate compensation paid to our 142 members of management based in Chile was US$29.6 million. We do not disclose to our shareholders or otherwise make available to the public information as to the compensation of our individual executive officers.
We maintain incentive programs for our employees based on individual performance, company performance and short-term indicators. We provide executives with an annual and a long-term bonus plan. Their incentives are based on target achievement, individual contribution to the Company’s operating results, and the Company’s performance. SQM also operates a compensation plan designed to retain its executives by providing bonuses linked to the Company’s share price.
As of December 31, 2022, we had a provision related to all of the incentive programs in the aggregate of US$43.9 million.
We do not maintain any pension or retirement programs for the members of the Board of Directors or our executive officers in Chile.
6.C. Board Practices
Information regarding the period of time each of SQM’s current Directors has served in his office is provided in the discussion of each member of the Board of Directors above in “Item 6.A. Directors and Senior Managers.”
The date of expiration of the term of the current Board of Directors is April 2025. The contracts of our executive officers are indefinite. The current Board of Directors was elected at the Annual General Shareholders’ Meeting held on April 26, 2022 for a three-year term expiring in April 2025.
The members of the Board of Directors are remunerated in accordance with the information provided above in “Item 6.B. Compensation.” There are no contracts between SQM, or any of its subsidiaries, and the members of the Board of Directors providing for benefits upon termination of their term.
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Directors’ Committee – Audit Committee
As required by Chilean Law, during 2022, we had a Directors’ Committee (Comité de Directores) composed of three Directors, which performs the functions of an audit committee. Under the NYSE corporate governance rules, the audit committee of a U.S. company must perform the functions detailed in the NYSE Listed Company Manual Rules 303A.06 and 303A.07. Non-U.S. companies are required to comply with Rule 303A.06 but are not required to comply with Rule 303A.07.
Since April 26, 2022, our Directors’ Committee has been comprised of three Directors: Mr. Antonio Gil N., Gina Ocqueteau T., and Mr. Ashley Ozols. Each of the three members meets the NYSE independence and Chilean independence requirements for audit committee members. Mr. Ozols holds the position of Chairman of the Directors’ Committee.
During 2022, the Directors’ Committee (the “Committee”) analyzed (i) the Company’s Unaudited Financial Statements and Reports; (ii) the Company’s Audited Financial Statements and Reports; (iii) the Reports and proposals of external auditors, accounts inspectors and independent risk rating agencies for the Company; (iv) the proposal to SQM’s Board of Directors about the external auditors and independent rating agencies for the Board to recommend to the shareholders’ meeting for their subsequent appointment; (v) the tax and other services, other than audit services, provided by the Company’s external auditors and its subsidiaries in Chile and abroad; (vi) the remuneration and compensation plans for the Company’s main executives; (vii) the proposals to the Board of Directors on corporate policies that the Company must have, in accordance with the law; (viii)the Company’s risk matrix; (ix) the activity related to the Company’s compliance program; (x) the report on internal control of the Company and (xi) the various matters referred to in the Chapter titled “Directors’ Committee” included in SQM’s Financial Statements at December 31, 2022.
Regarding the above, the Committee:
| (a) | Examined the information regarding the financial statements of SQM for the 2022 fiscal year and the report issued thereon by the external auditors of SQM, Similarly, it also examined the Company’s Interim Consolidated Financial Statements for the 2022 fiscal year. |
| (b) | Proposed to the Company’s Board of Directors the names of the External Auditors and the Independent Credit Rating Agencies for SQM and the Company’s Board of Directors, in turn, suggested their appointment to the respective Annual Ordinary Shareholders Meeting of SQM. The Company’s Board of Directors approved said suggestions and the Shareholders’ Meeting also ratified them. |
| (c) | Examined and approved the remuneration system and the compensation plans for the Company’s employees and senior executives. |
The Committee also (i) authorized the contracting by the Company of various consulting services with PwC on non-audit related matters, (ii) reviewed the expenses of the Company’s CEO, (iii) reviewed the reports from the Company’s internal audit and risk and compliance areas, and (iv) examined the information presented by the external auditors.
The Committee issued the Annual Management Report referred to in the Chilean Corporations Act.
During 2022, the Company did not enter into related party transactions which are required to follow the requirements and procedures established in title XVI of the Corporations Act, therefore the Committee was not required to examine information regarding related party transactions, but did review a potential transaction that was not entered into by the Company.
On April 26, 2022, the Annual General Shareholders’ Meeting of SQM approved an operational budget for the Committee; the operational budget is equivalent to the sum of the annual remunerations of the members of the Committee and US$250,000. The activities carried out by the Committee, as well as the expenses incurred by it, are disclosed at the Annual General Shareholders’ Meeting.
Article 50 bis of the Chilean Corporations Act states that the Committee should consist of three Directors, of which at least one member should preferably be independent from the controller (i.e., any person or entity who “controls” the company for Chilean law purposes), if any, and that their functions be remunerated.
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Comparative Summary of Differences in Corporate Governance Standards
The following table provides a comparative summary of differences in corporate governance practices followed by us under our home-country rules and those applicable to U.S. domestic issuers pursuant to Section 303A of the New York Stock Exchange (NYSE) Listed Company Manual.
Listed Companies that are foreign private issuers, such as SQM, are permitted to follow home country practices in lieu of the provisions of Section 303A, except such companies are required to comply with the requirements of Section 303A.06, 303A.11 and 303A.12(b) and (c).
Section |
|
| NYSE Standards |
|
| SQM practices pursuant to Chilean Stock Exchange regulations |
|---|---|---|---|---|---|---|
303A.01 | Listed companies must have a majority of independent directors. | There is no legal obligation to have a majority of independent directors on the Board but, according to Chilean law, the Company’s directors cannot serve as executive officers. | ||||
303A.02 | No director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). In addition, a director is not independent if: (i) The director is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer, of the listed company. (ii) The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (iii) (A) The director is a current partner or employee of a firm that is the listed company’s internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the listed company’s audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the listed company’s audit within that time. (iv) The director or an immediate family member is, or has been with the last three years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee. (v) The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. | A director would not be considered independent if, at any time, within the last 18 months he or she: (i)Maintained any relationship of a relevant nature and amount with the company, with other companies of the same group, with its controlling shareholder or with the principal officers of any of them or has been a director, manager, administrator or officer of any of them; (ii)Maintained a family relationship with any of the members described in (i) above; (iii) Has been a director, manager, administrator or principal officer of non-profit organizations that have received contributions from (i) above; (iv) Has been a partner or a shareholder that has had or controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of an entity that has provided consulting or legal services for a relevant consideration or external audit services to the persons listed in (i) above; (v) Has been a partner or a shareholder that has had or controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of the principal competitor, supplier or clients. |
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Section |
|
| NYSE Standards |
|
| SQM practices pursuant to Chilean Stock Exchange regulations |
|---|---|---|---|---|---|---|
303A.03 | The non-management directors must meet at regularly scheduled executive sessions without management. | These meetings are not needed given that directors cannot serve as executive officers. | ||||
303A.04 | (a) Listed companies must have a nominating/corporate governance committee composed entirely of independent directors. (b) The nominating/corporate governance committee must have a written charter that addresses: (i) the committee’s purpose and responsibilities – which, at minimum, must be to: identify individuals qualified to become board members, consistent with criteria approved by the board, and to select, or to recommend that the board select, the director nominees for the next annual meeting of shareholders; develop and recommend to the board a set of corporate governance guidelines applicable to the corporation; and oversee the evaluation of the board and management; and (ii) an annual performance evaluation of the committee. | This committee is not required as such in the Chilean regulations. However, pursuant to Chilean regulations SQM has a Directors’ Committee (see Board practices above). | ||||
303A.05 | Listed companies must have a compensation committee composed entirely of independent directors, and must have a written charter | This committee is not required as such in the Chilean regulations. Pursuant to Chilean regulations, SQM has a Directors’ Committee (see Board practices above) that is responsible for reviewing management’s compensation. | ||||
303A.06 | Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended. | This committee is not required as such in the Chilean regulations. Pursuant to Chilean regulations, SQM has a Directors’ Committee that performs the functions of an audit committee and that complies with the requirements of the NYSE corporate governance rules. | ||||
303A.07 | The audit committee is subject to requirements that are in addition to Section 303A.06. This includes, among others, the following requirements: the audit committee must have a minimum of three members; all audit committee members must satisfy requirements of independence; the audit committee must have a written charter; each listed company must have an internal audit function to provide management with ongoing assistance of the company’s risk management process and the system of internal controls. | Pursuant to Section 303A.00, SQM is not required to comply with requirements in 303A.07. Pursuant to Chilean Regulations SQM has a Directors’ Committee (see Board practices above) that also performs the functions of an audit committee with certain requirements of independence. | ||||
303A.08 | Shareholders must have the opportunity to vote on all equity-compensation plans and material revisions thereto. | SQM does not have equity compensation plans. However, as mentioned in Item 6.B. Compensation, SQM does have a long-term cash bonus compensation plan. Directors and executives may only acquire SQM shares by individual purchases. The purchaser must give notice of such purchases to the Company and the Financial Market Commission. | ||||
303A.09 | Listed companies must adopt and disclose corporate governance guidelines. | Chilean law does not require that corporate governance guidelines be adopted. Directors’ responsibilities and access to management and independent advisors are directly provided for by applicable law. Directors’ compensation is approved at the annual meeting of shareholders, pursuant to applicable law.
| ||||
303A.10 | Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. | Not required in the Chilean regulations. SQM has adopted and disclosed a Code of Business Conduct and Ethics, available at the Company’s website, www.sqm.com. |
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Section |
|
| NYSE Standards |
|
| SQM practices pursuant to Chilean Stock Exchange regulations |
|---|---|---|---|---|---|---|
303A.11 | Listed foreign private issuers must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listed standards. | Pursuant to 303A.11, this table shows a comparative summary of differences in corporate governance practices followed by SQM under Chilean regulations and those applicable to U.S. domestic issuers pursuant to Section 303A. | ||||
303A.12 | Each listed company CEO must (a) certify to the NYSE each year that he or she is not aware of any violation by the listed company of NYSE corporate governance listing standards; (b) promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with any applicable provisions of Section 303A; and (c) submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE. The annual and interim Written Affirmations must be in the form specified by the NYSE. | Not required in the Chilean regulations. The CEO must only comply with Section 303A.12 (b) and (c). | ||||
303A.13 | The NYSE may issue a public reprimand letter to any listed company that violates a NYSE listing standard. | Not specified in the Chilean regulations. |
6.D. Employees
As of December 31, 2022, we had 6,997 permanent employees,464 of whom were employed outside of Chile. The average tenure of our permanent employees is approximately 6.3years.
| As of December 31, | |||||
2022 | 2021 | 2020 | ||||
Employees in Chile |
| 6,015 |
| 5,671 |
| 5,080 |
Employees outside of Chile |
| 464 |
| 410 |
| 427 |
Total employees |
| 6,479 |
| 6,081 |
| 5,507 |
Over 93% of our employees are employed in Chile, of which approximately 77.1% were represented by 22 labor unions as of December 31, 2022. As of December 31, 2022, fifteen collective bargaining agreements had been renegotiated in advance and the remaining 7 should be negotiated during 2023. The terms of such agreements currently in effect are three years, and expiration dates of such agreements vary from agreement to agreement. Under these agreements, employees receive a salary according to a scale that depends upon job function. Unionized employees also receive certain benefits provided by law and certain benefits provided under the applicable collective bargaining agreement, which vary depending upon the terms of the collective agreement, such as scholarships, holiday bonuses and additional health, death and disability benefits, among others.
In addition, we own all of the equity of Institución de Salud Previsional Norte Grande Limitada (“Isapre Norte Grande”), which is a health care organization that provides medical services primarily to our employees, and of Sociedad Prestadora de Servicios de Salud Cruz de Norte S.A. (“Prestadora”), which is a hospital in María Elena. We make contributions to Isapre Norte Grande and to Prestadora in accordance with Chilean laws and the provisions of our various collective bargaining agreements, but we are not otherwise responsible for their liabilities.
Non-unionized employees receive individually negotiated salaries, benefits provided for by law and certain additional benefits which we provide.
We provide housing and other facilities and services for employees and their families at the María Elena site.
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We do not maintain any pension or retirement programs for our Chilean employees. Most workers in Chile are subject to a national pension law, adopted in 1980, which establishes a system of independent pension plans that are administered by the corresponding Pension Fund Administrator (Sociedad Administradora de Fondos de Pensiones). We have no liability for the performance of any of these pension plans or any pension payments to be made to our employees. We do, however, sponsor staff severance indemnities plans for our employees and employees of our Chilean subsidiaries whereby we commit to provide a lump sum payment to each employee at the end of his/her employment, whether due to death, termination, or resignation.
We are exposed to labor strikes and illegal work stoppages by both our own employees and our independent contractors’ employees that could impact our production levels in both our own plants and our independent contractors’ plants. If a strike or illegal work stoppage occurs and continues for a sustained period of time, we could be faced with increased costs and even disruption in our product flow that could have a material adverse effect on our business, financial condition and results of operations.
6.E. Share Ownership
We do not grant stock options or other arrangements involving the capital of SQM to directors, managers or employees. For more information on the shareholdings of current directors and executive officers, see “Item 6. Directors, Senior Management and Employees—Directors and Senior Management.”
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major Shareholders
The following table shows certain information concerning beneficial ownership of the Series A and Series B common shares of SQM as of March 15, 2023 with respect to each shareholder known by us to beneficially own more than 5% of the outstanding Series A or Series B common shares. The following information is derived from our records and reports filed by certain of the persons named below with the CMF and the Santiago Stock Exchange.
|
|
| Number of |
|
|
| |||||
Number of | Series B | ||||||||||
Series A shares | shares | ||||||||||
beneficially | % Series | beneficially | % Series | % total | |||||||
Shareholder | owned | A shares | owned | B shares | shares | ||||||
Tianqi Lithium Corporation(1) | 62,556,568 | 43.80 | 748,490 | 0.55 | % | 22.16 | % | ||||
The Bank of New York Mellon ADRs (2) |
|
| — | % | 61,994,952 |
| 43.41 | % | 21.70 | % | |
Sociedad de Inversiones Pampa Calichera S.A. (3) (4) |
| 44,989,231 |
| 31.50 | % | 1,611,227 |
| 1.13 | % | 16.31 | % |
Potasios de Chile S.A. (4) |
| 18,179,147 |
| 12.73 | % |
| — | % | 6.35 | % | |
Banco de Chile por cuenta de State Street. |
| 72,125 |
| 0.05 | % | 11,408,420 |
| 7.99 | % | 4.02 | % |
Banco Santander por cuenta de Inversionistas por extranjeros |
| 546,128 |
| 0.38 |
| 8,281,169 |
| 5.80 | % | 3.09 | % |
Inversiones Global Mining Chile Ltda. (4) |
| 8,798,539 |
| 6.26 | % |
| — | % | 3.08 | % | |
Capital International Investors (5) | — | % | 8,084,348 | 5.66 | % | 2.83 | % | ||||
Banco de Chile por cuenta de terceros no residentes |
| 63,306 |
| 0.04 | % | 6,395,473 |
| 4.48 | % | 2.26 | % |
Banco de Chile por cuenta de Citi NA New York Clients | 67,463 |
| 0.05 | % | 4,919,486 |
| 3.44 | % | 1.75 | % |
| (1) | SQM has been informed that Tianqi Lithium Corporation (“Tianqi”) (i) owns 100% of the shares of Inversiones TLC SpA, and, accordingly, is the beneficial owner of 62,556,568 Series A common shares held by Inversiones TLC SpA registered in the shareholder registry of the Depósito Central de Valores S.A. (“DCV”) as of March 15, 2023 and (ii) owns directly 748,490 Series B common shares in the form of ADSs. Therefore, Tianqi beneficially owns 22.16%, of SQM’s total shares. |
| (2) | Includes (i) 748,490 Series B common shares held by Tianqi in the form of ADSs described in footnote (1) above and (ii) 8,084,348 Series B common shares held by Capital International Investors in the form of ADSs described in footnote (5) below. |
| (3) | Sociedad de Inversiones Pampa Calichera S.A (“Pampa Calichera”) is a publicly held corporation whose shares are traded on the Santiago Stock Exchange. Originally, the shareholders of Pampa Calichera were employees of SQM. Pampa Calichera was formed to hold the capital stock of SQM contributed by such employees or later acquired in the open market. |
| (4) | SQM has been informed that, as of March 15, 2023, the indirect controller of Norte Grande S.A. is Pacific Atlantic Trading Corporation. 100% of the shares into which the capital of Pacific Atlantic Trading Corporation is divided is part of a trust, called The Pacific Trust, constituted by Mr. Julio Ponce Lerou in favor of his children, in equal parts, the following: Julio Ponce Pinochet, Alejandro Ponce Pinochet, Francisca Ponce Pinochet and Daniela Ponce Pinochet. Pacific Atlantic Trading Corporation owns 100% of the shares into which the capital of the company SQ Grand Corp. is divided, which in turn has 99.99% of the social rights of Inversiones SQ Limitada, who owns the 92% of the shares of Inversiones SQYA SpA. Inversiones SQ limitada owns 0.026% of the shares of Norte Grande S.A., and Inversiones SQYA SpA, for its part, owns 80.80% of the shares of Norte Grande S.A., of 3.89% of the shares of Sociedad de Inversiones Oro Blanco S.A. and 7.44% of the shares of Nitratos de Chile S.A. Norte Grande S.A. owns 81.17% of the shares of Sociedad de Inversiones Oro Blanco S.A. and 83.91% of the shares of Nitratos de Chile S.A. Sociedad de Inversiones Oro Blanco S.A. owns 88.82% of the shares of Sociedad de Inversiones Pampa Calichera S.A. Nitratos de Chile S.A. owns 99.02% of the shares of Potasios de Chile S.A., which in turn owns 10.09% of the shares of Sociedad de Inversiones Pampa Calichera S.A. Sociedad de Inversiones Pampa Calichera S.A. owns 100% of the shares of Global Mining SpA. Potasios de Chile S.A. owns 6.36% of the shares of SQM S.A., Sociedad de Inversiones Pampa Calichera S.A. owns 16.31% of the shares of SQM S.A. and Global Mining Spa owns 3.08% of the shares of SQM S.A. |
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| (5) | Based on a Schedule 13G filed with the SEC on February 14, 2023, Capital International Investors ("CII") reported having sole voting power over 8,046,731 Series B common shares and sole dispositive power over 8,084,348 Series B common shares held in the form of ADSs. CII is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates, Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the "Investment Management Entities"). CII's divisions of each of the Investment Management Entities collectively provide investment management services under the name "Capital International Investors." CII is deemed to be the beneficial owner of 8,084,348 Series B common shares or 2.83% of SQM’s total shares. |
As of March 15, 2023, SQM did not have a Controller Group.
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Tianqi Extrajudicial Agreement with the FNE
In August 2018, after an investigation by the FNE in connection with the proposed acquisition by Tianqi of 23.77% of the Company’s then-outstanding total shares, Tianqi and the FNE entered into an extrajudicial agreement (the “Extrajudicial Agreement”) which implemented certain restrictive measures in order to (i) maintain the competitive conditions of the lithium market, (ii) mitigate the risks described in the Extrajudicial Agreement and (iii) limit Tianqi’s access to certain information of the Company and its subsidiaries, which are defined as sensitive under the Extrajudicial Agreement (“Sensitive Information”) (collectively, the “Purpose”). Pursuant to the Extrajudicial Agreement, Tianqi agreed that, among other things:
| ● | Tianqi will not nominate any of its directors, executives or employees to the SQM Board of Directors; |
| ● | Tianqi and the directors nominated by it will not influence or intervene for the benefit of Tianqi and prejudice the interests of SQM; |
| ● | The directors nominated by Tianqi will not participate nor will they be part of any committees, the management or other decision-making bodies related to lithium of SQM or of any companies controlled by SQM, unless nominated by independent directors; |
| ● | Tianqi will inform the FNE of any agreement in the lithium market, with Albemarle and/or SQM, prior to its execution; |
| ● | Tianqi will notify the FNE of any event from which it acquires control or decisive influence in SQM; |
| ● | Tianqi will disassociate any director, executive or employee appointed by third parties, who assumes a position described above in SQM; |
| ● | Tianqi will not request access to Sensitive Information from SQM; |
| ● | The directors nominated by Tianqi will not disclose Sensitive Information of SQM; |
| ● | The directors nominated by Tianqi will personally bind themselves to the obligations assumed by Tianqi with the FNE; and |
| ● | Tianqi will report to the FNE the appointments and periodic compliance with its obligations. |
The restrictions will remain in place for a period of six years.
During the approval process for the Extrajudicial Agreement before the FNE, the Company expressed its concerns to the Chilean Antitrust Court regarding the measures contained in the Extrajudicial Agreement, including that (i) it could not effectively resolve the risks that Tianqi and the FNE sought to mitigate, (ii) the restrictions are not correctly oriented to avoid the access to Sensitive Information that, in the possession of a competitor, could damage the Company and the proper functioning of the market and (iii) it could contradict the Chilean Corporations Act. The Extrajudicial Agreement was approved in October 2018 by the Chilean Antitrust Court. A copy of the Extrajudicial Agreement, in Spanish, has been made publicly available on the Company’s website at www.sqm.com and is also available on the FNE’s website at http://www.fne.gob.cl
In light of the Company’s concerns regarding the limitations of the Extrajudicial Agreement measures, the Company’s Board of Directors deemed it necessary to adopt measures aimed at achieving the purpose of the Extrajudicial Agreement, avoiding greater points of contact between Sensitive Information and Tianqi, to complement the Extrajudicial Agreement and adopted a protocol for the presentation and use of Sensitive Information (as defined in the Extrajudicial Agreement) on September 30, 2019. See “Item 10.B. Memorandum and Articles of Association—Board Protocol for Presentation and Use of Sensitive Information” below.
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Approximately 1,188 record holders were in Chile as of March 1, 2022.
Series A and Series B common shares have the same economic rights (i.e., both series are entitled to share equally in any dividends declared on the outstanding stock) and voting rights at any shareholders’ meeting, whether ordinary or extraordinary, with the exception of the election of the Board, in which the Series A shareholders elect seven members and the Series B shareholders elect one member.
Additionally, Series B common shares cannot exceed 50% of SQM’s issued, subscribed and paid shares; shareholders of at least 5% of this Series may call an Ordinary or Extraordinary Shareholders’ Meeting; and the director elected by this Series may request an extraordinary Board meeting without the authorization of the Chairman of the Board. These conditions will remain in effect until 2043. Under our By-laws, the maximum individual voting power personally and/or in representation of other shareholders per Series is limited to 37.5% of the subscribed shares of each Series with voting rights and 32% of the total subscribed shares with voting rights, with any excess being deducted from the number of shares such shareholder may vote. To calculate these percentages, shares that belong to the voting shareholder’s related persons must be added. In addition, the director elected by the Series B shareholders cannot vote in the election of the Chairman of the Board if a tie vote has occurred in the prior voting process. As of March 1, 2023, there were 142,819,552 Series A common shares and 142,818,904 Series B common shares outstanding.
7.B. Related Party Transactions
Title XVI of the Chilean Corporations Act regulates transactions with related parties for publicly held corporations and its related parties.
Articles 146 to 149 of the Chilean Corporations Act requires that our transactions with related parties (i) have as their purpose to contribute to SQM’s interests (ii) be on price, terms and conditions similar to those customarily prevailing in the market at the time of their approval and (iii) satisfy the requirements and procedures established by the Chilean Corporations Act. Violation of such articles may also result in administrative or criminal sanctions and civil liability may be sought by SQM, shareholders or interested third parties that suffer losses as a result of such violations.
In addition, article 89 of the Chilean Corporations Act requires that transactions between affiliates, subsidiaries or related parties of a closed-stock company, such as some of SQM’s main affiliates and subsidiaries, shall also be on terms similar to those customarily prevailing in the market. Directors and executive officers of companies that violate article 89 are liable for losses resulting from such violations.
With respect to SQM, transactions with related parties include negotiations, proceedings, contracts or transactions involving SQM and its directors, managers and officers, and their spouses and relatives, and other companies and persons connected to the abovementioned parties or mentioned in the By-laws or by the Directors’ Committee. Such transactions may only be carried out if (i) their objective is to contribute to SQM’s interests and if their price, terms and conditions conform to prevailing market prices, terms and conditions at the time of their approval and (ii) they satisfy the requirements and procedures established by the Chilean Corporations Act. Such requirements include, among others:
| ● | that the transaction be informed to the Directors’ Committee and to the Board of Directors prior to its execution; |
| ● | that the Board of Directors, excluding any Directors involved in the transaction, approves the transaction with an absolute majority of its members, or, if an absolute majority is not feasible, with a unanimous vote by the Directors not involved in the transaction, or, if neither of these options is available, that an Extraordinary Shareholders’ Meeting be held and that shareholders representing 2/3 of the outstanding shares with voting rights approve the transaction. In the latter case, prior to the meeting, the shareholders must be provided with a report by an independent evaluator and with statements by the directors as to whether or not such transaction is in SQM’s interest; |
| ● | that the grounds for the decision and for the exclusion be recorded in the respective minutes of the Board meeting; and |
| ● | that the agreement and the names of the directors who approved the same be reported at the next shareholders’ meeting. Infractions will not affect the validity of the transaction but they will grant SQM or its shareholders the |
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| right to demand that the related party committing such infraction refund the amount equivalent to the benefits received by such party in the transaction to SQM, and that such party indemnify for any corresponding damages. |
However, the Board of Directors has authorized the following transactions with related parties to be carried out without following such requirements and procedures, as long as such authorization is obtained in advance: (a) transactions wherein the amount of the transaction is not significant or (b) transactions that, according to the Policy on Customary Transactions with Related Parties, are considered normal based on SQM’s business activities or (c) transactions carried out between legal entities wherein SQM holds at least a 95% ownership interest in the counterpart.
Accounts receivable from and payable to related companies are stated in U.S. dollars and accrue no interest. Other than the above, transactions are made under terms and conditions that are similar to those offered to unrelated third parties. We further believe that we could obtain from third parties all raw materials now being provided by related parties that are not our affiliates. The provision of such raw materials by new suppliers could initially entail additional expenses.
In each case, terms and conditions vary depending on the transaction pursuant to which it was generated.
In March 2022, the Company adopted a Conflict of Interest Policy which is applicable to all directors, executives and employees of the Company. Under the policy, conflicts of interest may arise where there are family relationships, ownership relationships, management relationships or other situations where the director, executive or employee’s impartiality may be diminished or whose decisions may be contrary to the duty of probity that governs their actions. The policy provides procedure for the resolution of the conflict of interest. For directors, the procedures involve the Company’s compliance officer agreeing with the Directors’ Committee to propose a resolution for approval by the Board of Directors. In the event that a director has an interest or participates in a transaction with related parties that constitutes a conflict of interest under the policy, the related party transaction procedures under the Chilean Corporations Act described above would apply in lieu of the policy. Directors are required to present a declaration of conflict of interest within a month following their appointment as a director and each time a new conflict of interest not previously declared is identified.
In November 2022, the Board of Directors amended the Policy on Customary Transactions with Related Parties.
The Company regularly enters into business arrangements with related parties, principally its joint ventures and associates, which are described in Note 3 to our Consolidated Financial Statements.
7.C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
8.A. Consolidated Statements and Other Financial Information
8.A.1 See “Item 18. Financial Statements.”
8.A.2 See “Item 18. Financial Statements.”
8.A.3 See “Item 19. Exhibits—Index to Financial Statements—Report of Independent Registered Public Accounting Firm.”
8.A.4 Not applicable.
8.A.5 Not applicable.
8.A.6 Export Sales
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We derive most of our revenues from sales outside of Chile. The distribution of sales presented below reflects the location of the Company’s subsidiaries making such sales and does not necessarily reflect the final destination of the products sold.
The following is the composition of the consolidated sales for the periods ending on December 31, 2022, 2021 and 2020:
Th. US$ |
| 2022 |
| 2021 |
| 2020 |
|
Foreign sales |
| 1 | 2,642,672 | 1,663,446 | |||
Total sales |
| 10,710,578 |
| 2,862,320 |
| 1,817,919 | |
Foreign sales % | 0.0 | % | 92.3 | % | 91.5 | % |
8.A.7 Legal Proceedings
SQMNA Litigation
In October 2010, the City of Pomona, California, named SQM North America Corporation (“SQMNA”) and SQM as defendants in an action filed in the California Superior Court for Los Angeles County (the “Pomona Case”). In this matter, the plaintiff seeks damages for alleged groundwater contamination from the use of defendants’ fertilizer products. The plaintiff subsequently withdrew its lawsuit against SQM. The case was removed to the U.S. District Court for the Central District of California and on June 10, 2015, the jury rejected the lawsuit against SQMNA, and the plaintiff filed an appeal which was granted by the Ninth Circuit Court of Appeals. The matter was then remanded to the District Court for a complete retrial. On May 17, 2018, after a new trial in the District Court, a jury ruled in favor of SQMNA. On September 8, 2021, a jury found in favor of Pomona and against SQMNA on a single cause of action for strict products liability under California law. The jury found that Pomona’s damages were US$48,128,378. On January 27, 2022, the District Court entered judgment for Pomona in the amount of US$48,128,378. On February 24, 2022, SQMNA filed a motion for new trial, which was refiled to address a purported procedural issue on February 25, 2022; the District Court has not ruled on the merits of the motion. On February 25, 2022, SQMNA filed a notice of appeal of the District Court judgment to the Ninth Circuit Court of Appeals.
In October 2010, the City of Lindsay, California, named SQM and SQMNA as defendants in an action filed in the California Superior Court for Tulare County. In this matter, the plaintiff seeks damages for alleged groundwater contamination from the use of defendants’ fertilizer products. This case was removed to the U.S. District Court for the Eastern District of California and is pending in the trial court. The proceeding has been suspended, pending the outcome of the Pomona Case. SQMNA and SQM intend to vigorously defend this action.
Other Matters
In addition, various lawsuits, claims and proceedings, other than those specifically disclosed above, have been or may be instituted or asserted against the Company, relating to the conduct of the company’s business, including those pertaining to mining, civil, tort, commercial, labor and regulatory matters, among others. Although the outcome of other litigation cannot be predicted with certainty, and some lawsuits, claims or proceedings may be disposed of unfavorably to the Company, our management believes the disposition of such other pending matters will not have a material effect on the company’s business, financial condition, results of operations or cash flows.
8.A.8. Dividend Policy
As required by Chilean law and regulations, our dividend policy is decided upon from time to time by our Board of Directors and is announced at the Annual General Shareholders’ Meeting, which is generally held in April of each year. Shareholder approval of the dividend policy is not required. However, each year the Board must submit the declaration of the final dividend or dividends in respect of the preceding year, consistent with the then-established dividend policy, to the Annual General Shareholders’ Meeting for approval. As required by the Chilean Corporations Act, unless otherwise
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decided by unanimous vote of the holders of issued shares, we must distribute a cash dividend in an amount equal to at least 30% of our consolidated net income for that year (determined in accordance with CMF regulations), unless and to the extent the Company has a deficit in retained earnings.
On March 23, 2022, the Board of Directors, agreed to recommend to the shareholders the payment of a final dividend. The dividend payment was presented for consideration and approved at the Annual General Shareholders’ Meeting held on April 26, 2022. The amount of the final dividend approved by shareholders was US$2.0496418 per share; the amounts paid as interim dividend and special dividends was deducted from this amount; the balance, in the amount of US$0.09691 per share, was paid and distributed to Company’s shareholders on May 5, 2022.
SQM’s dividend policy for 2022 reported at the Annual General Shareholders’ Meeting held on April 26, 2022 and modified as a result of the approval of the distribution and payment of a special dividend equivalent to US$1.40037 per share charged to the retained earnings of the Company (the “Special Dividend”) by the Extraordinary Shareholders’ Meeting held on December 21, 2022, included the following:
| (a) | Distribute and pay to the corresponding shareholders, a percentage of the net income that shall be determined per the following financial parameters as a final dividend (dividendo definitivo): |
(i) | 100% of the 2022 net income, when the following financial parameters are met: (a) that the total current assets, divided by the total current financial liabilities is equal to or greater than 2.5 times, and (b) the sum of the total current liabilities and total non-current liabilities, excluding both cash and cash equivalents and other current financial assets, divided by the total equity is equal to or less than 0.85 times. |
(ii) | 80% of the 2022 net income, when the following financial parameters are met: (a) that the total current assets, divided by the total sum of the total current financial liabilities is equal to or greater than 2.0 times, and (b) the total sum of the current liabilities and total non-current liabilities, excluding both cash and cash equivalents and other current financial assets divided by the total equity is equal to or less than 0.95 times. |
(iii) | 60% of the 2022 net income, when the following financial parameters are met: (a) that the total current assets, divided by the total sum of the total current financial liabilities is equal to or greater than 1.5 times, and (b) the total sum of the current liabilities and total non-current liabilities, excluding both cash and cash equivalents and other current financial assets divided by the total equity is equal to or less than 1.05 times. |
(iv) | If none of the foregoing financial parameters are met, the Company shall distribute and pay 50% of the 2021 net income in favor of the respective shareholders as a final dividend. |
(b) | Distribute and pay only two interim dividends during 2022, which will be charged against the aforementioned final dividend and that will be charged to the retained earnings reflected in the consolidated financial statements as of March 31, 2022 and as of June 30, 2022, respectively, the percentage distributed shall be determined per the financial parameters expressed in paragraph (a) above. |
On May 19, 2022 and August 18, 2022, the Company’s Board of Directors agreed to distribute and pay an interim dividends equivalent to US$0.23797 per share and US$0.31439 per share, respectively, both charged to the Company’s 2022 retained earnings. These amounts were paid in their equivalent in Chilean pesos according to the official exchange rate on May 28, 2022 and on September 1, 2022, respectively (the “Interim Dividends”).
(c) | The Board of Directors will not approve the payment of other interim dividends charged against the 2022 net income. |
| (d) | At the Ordinary General Shareholders’ Meeting that will be held in 2023, the Board of Directors will propose a final dividend pursuant to the percentages in financial parameters described in in paragraph (a) above after deducting the Special Dividend and Interim Dividends previously paid. If the amount is equal to or less than the amount of the sum of the Special Dividend and the Interim Dividends, then no additional amount will be distributed and the Interim Dividends will be understood to be paid as a definitive dividend. In any case, the final dividend may not be less than the mandatory minimum dividend that corresponds in accordance with Chilean law or the Company bylaws. |
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| (e) | If there is an excess of net income in 2022, this may be retained and assigned or allocated for financing its own operations, to one or more investment projects of the Company, notwithstanding a future distribution of special dividends (dividendos eventuales) charged to the retained earnings previously approved at the shareholders’ meeting, or the possible and future capitalization of all or part of the latter. |
| (f) | The payment of additional dividends (dividendos adicionales) is not considered. |
It is expressly stated that the dividend policy described above corresponds to the intention of the Board of Directors, and the compliance of it shall depend on the net income that the Company ultimately obtains, as well as the results of projections that could periodically impact the Company, or to the existence of determined conditions that may affect it, as applicable. If the dividend policy exposed by the Board of Directors suffers a substantial change, the Company must communicate it as an essential fact (hecho esencial).
On December 22, 2022, the Extraordinary Shareholders’ Meeting approved the payment of a special dividend equivalent to US$1.400037 per share, charged to the retained earnings of the Company. This amount was paid on December 30, 2022 in its equivalent in Chilean pesos according to the official exchange rate on December 28, 2022.
The dividend policy proposal for 2023 is expected to be announced at the Annual General Shareholders’ Meeting to be held on April 26, 2023.
We generally declare dividends in U.S. dollars (but may declare dividends in Chilean pesos) and pay such dividends in Chilean pesos. When a dividend is declared in U.S. dollars, the exchange rate to be used to convert the dividend into Chilean pesos is decided by the shareholders at the meeting that approves the dividend, which has usually been the Observed Exchange Rate on the date the dividend is declared. In the case of interim dividends, the exchange rate to be used is the Observed Exchange Rate published a minimum of five business days before the payment date.
Holders of ADSs generally have the right to receive dividends and other distributions we make on Series B common shares held by the ADS custodian under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses. Receipt of these dividends and distributions may be limited by practical considerations and legal limitations, which may delay the payment and receipt of dividends and distributions by ADS holders.
The depositary will, as promptly as practicable, convert all cash dividends and other cash distributions received by the depositary or the custodian in respect of the deposited Series B common shares into U.S. dollars and, as promptly as practicable, distribute the amount thus received (net of any fees of the depositary) to the holders of ADSs in proportion to the number of ADSs representing such Series B Shares held by each of them. The amount distributed also will be reduced by any amounts required to be withheld by SQM, the depositary or the custodian on account of taxes and the depositary’s foreign currency conversion expenses.
The amount and timing for payment of dividends is subject to revision from time to time, depending upon our then current level of sales, costs, cash flow and capital requirements, as well as market conditions. Accordingly, there can be no assurance as to the amount or timing of declaration or payment of dividends in the future. Any change in dividend policy would ordinarily be effective for dividends declared in the year following adoption of the change, and a notice as to any such change of policy must be filed with Chilean regulatory authorities and would be publicly available information.
Dividends
Each Series A common share and Series B common share is entitled to share equally in any dividends declared on the outstanding capital stock of SQM.
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The following table shows the U.S. dollar equivalent of dividends per share and per ADS paid in each of the years indicated, based on the Observed Exchange Rate for the date on which the dividend was declared.
Dividends |
| Per Share |
| Per ADS | ||
Declared for the fiscal year | Paid in | Ch$ | US$ | |||
2018 (interim) |
| 2018 | 229.22 | 0.37994 | ||
2018 (interim) |
| 2018 | 271.73 | 0.43247 | ||
2018 (interim) |
| 2018 | 343.53 | 0.50864 | ||
2018 |
| 2019 | 212.38 | 0.31726 | ||
n/a (eventual) |
| 2019 | 277.70 | 0.41274 | ||
2019 (interim) |
| 2019 | 215.25 | 0.30598 | ||
2019 (interim) |
| 2019 | 192.19 | 0.26669 | ||
2019 (interim) |
| 2019 | 190.39 | 0.22987 | ||
2019 |
| 2020 | 217.67 | 0.25414 | ||
2020 (interim) |
| 2020 | 138.91 | 0.17092 | ||
2020 (interim) |
| 2020 | 297.95 | 0.37994 | ||
2020 (interim) |
| 2020 | 10.79 |
| 0.01530 | |
2020 |
| 2021 | 173.82 |
| 0.23797 | |
2021 (interim) |
| 2021 | 243.70 |
| 0.31439 | |
n/a (eventual) |
| 2021 | 1,202.34 |
| 1.40037 | |
2021 |
| 2022 |
| 82.46 |
| 0.09691 |
2022 (interim) |
| 2022 |
| 2,267.02 |
| 2.78716 |
2022 (interim) |
| 2022 |
| 1,776.62 |
| 1.84914 |
n/a (eventual) |
| 2022 |
| 2,653.93 |
| 3.08057 |
Dividends payable to holders of ADSs will be paid net of conversion expenses of the Depositary and will be subject to Chilean withholding tax, currently imposed at the rate of 35% (subject to credits in certain cases).
As a general requirement, a shareholder who is not a resident of Chile must register as a foreign investor under one of the foreign investment regimes contemplated by Chilean law to have dividends, sale proceeds or other amounts with respect to its shares remitted outside Chile through the Formal Exchange Market. Under the Foreign Investment Contract, the Depositary, on behalf of ADS holders, will be granted access to the Formal Exchange Market to convert cash dividends from Chilean Pesos to U.S. dollars and to pay such U.S. dollars to ADS holders outside Chile net of taxes, and no separate registration of ADS holders is required.
8.B. Significant Changes
No significant change has occurred since the date of the financial statements set forth in Item 18.
ITEM 9. THE OFFER AND LISTING
9.A. Offer and Listing Details
Our Series A common shares and Series B common shares are currently traded on the Santiago Stock Exchange, and the Bolsa Electrónica de Chile Bolsa de Valores S.A., (the Electronic Stock Exchange) under the trading symbols “SQM-A” and “SQM-B”, respectively. ADSs, each representing one share of our Series B common shares are also traded on the New York Stock Exchange under the trading symbol “SQM”.
9.BPlan of Distribution
Not Applicable.
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9.CMarkets
Our Series A common shares and Series B common shares have traded on the Santiago Stock Exchange and the Electronic Stock Exchange.The ADSs representing Series B common shares have traded on the NYSE since September 20, 1993. The depositary bank for these ADSs is The Bank of New York Mellon.
9.DSelling Shareholders
Not applicable.
9.EDilution
Not applicable.
9.FExpenses of the Issue
Not applicable.
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ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
Not applicable.
10.B. Memorandum and Articles of Association
Sociedad Química y Minera de Chile S.A., headquartered at El Trovador No. 4285, 6th Floor, Santiago, Chile, is an open stock corporation organized under the laws of the Republic of Chile. The Company was constituted by public deed issued on June 17, 1968 by Mr. Sergio Rodríguez Garcés, Notary Public of Santiago. Its existence was approved by Decree No. 1,164 of June 22, 1968, of the Ministry of Finance, and it was registered on June 29, 1968, in the Business Registry of Santiago, on page 4,537 No. 1,992.
Corporate purposes
Our main purposes, which appear in article 4 of our By-laws, are to: (a) perform all kinds of chemical or mining activities and businesses and, among others, those related to researching, prospecting, extracting, producing, working, processing, purchasing, disposing of, and marketing properties, as applicable, of all metallic and non-metallic and fossil mining substances and elements of any type or nature, to be obtained from them or from one or more concessions or mining deposits, and in their natural or converted state, or transformed into different raw materials or manufactured or partially manufactured products, and of all rights and properties thereon; (b) manufacture, produce, work, purchase, transfer ownership, import, export, distribute, transport, and market in any way, all kinds of fertilizers, components, raw materials, chemical, mining, agricultural, and industrial products, and their by-products; (c) generate, produce, distribute, purchase, transfer ownership, and market, in any way, all kinds of electrical, thermal, geothermic or other type of power, and hydric resources or water rights in general; (d) request, manifest, claim, constitute, explore, work, lease, transfer ownership, and purchase, in any way, all kinds of mining concessions; (e) purchase, transfer ownership, and administer, in any way, any kind of telecommunications, railroads, ships, ports, and any means of transport, and represent and manage shipping companies, common carriers by water, airlines, and carries in general; (f) manufacture, produce, market, maintain, repair, assemble, construct, disassemble, purchase and transfer ownership, and in any way, any kind of electromechanical structure, and substructure in general, components, parts, spares, or parts of equipment, and machines, and execute, develop, advice, and market, any kind of electromechanical or smelting activities; (g) purchase, transfer ownership, lease, and market any kind of agro industrial and farm forestry activities, in any way (h) purchase, transfer ownership, lease, and market, in any way, any kind of urban or rural real estate; (i) render any kind of health services and manage hospitals, private clinics, or similar facilities; (j) construct, maintain, purchase, transfer ownership, and manage, in any way, any kind of roads, tunnels, bridges, water supply systems, and other required infrastructure works, without any limitation, regardless of whether they may be public or private, among others, to participate in bids and enter into any kind of contracts, and to be the legal owner of the applicable concessions; and (k) purchase, transfer ownership, and market, in any way, any kind of intangible properties such as stocks, bonds, debentures, financial assets, commercial papers, shares or rights in corporations, and any kind of bearer securities or instruments, and to administer such investments, acting always within the Investment and Financing Policies approved by the applicable General Shareholders Meeting. We may comply with the foregoing by acting ourselves or through or with other different legal entities or natural persons, within the country or abroad, with properties of our own or owned by third parties, and additionally, in the ways and territories, and with the aforementioned properties and purposes, we may also construct and operate industrial or agricultural facilities or installations; constitute, administer, purchase, transfer ownership, dissolve, liquidate, transform, modify, or form part of partnerships, institutions, foundations, corporations, or associations of any kind or nature; perform all actions, enter into all contracts, and incur in all obligations convenient or necessary for the foregoing; perform any business or activity related to our properties, assets, or patrimony, or with that of our affiliates, associated companies, or related companies; and render financial, commercial, technical, legal, auditing, administrative, advisory, and other pertinent services.
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Directors
As stated in article 9 of the Company’s By-laws, the Company has eight Directors. One of the directors must be “independent” as such term is defined in article 50 bis of the Chilean Corporations Act. Moreover, the possession of shares is not a condition necessary to become a director of the Company.
As stated in article 10 of the Company’s By-laws, the term of the directors is of three years and they can be reelected indefinitely; thus, there is no age limit for their retirement.
The Company’s By-laws, in articles 16 and 16 bis, essentially establish that the transactions in which a director has a material interest must comply with the provisions set forth in articles 136 and 146 to 149 of the Chilean Corporations Act and the applicable regulations of the Chilean Corporations Act.
The Board of Directors duties are remunerated, as stated in article 17 of the Company’s By-laws, and the amount of that compensation is fixed yearly by the Ordinary Shareholders’ Meeting. Therefore, directors can neither determine nor modify their compensation.
Directors cannot authorize Company loans on their behalf.
The Board of Directors must provide shareholders and the public with sufficient, reliable and timely information pertaining to the Company’s legal, economic and financial situation, as required by the Law or the CMF. The Board of Directors must adopt the appropriate measures in order to avoid the disclosure of such information to persons other than those persons who should possess such information as a result of their title, position or activity within the Company before such information is disclosed to shareholders and the public. The Board of Directors must treat business dealings and other information about the Company as confidential until such information is officially disclosed. No Director may take advantage of the knowledge about commercial opportunities that he has obtained through his position as Director.
Independent Directors and Directors Committee
According to Chilean Law, SQM must appoint at least one Independent Director and a Directors’ Committee, due to the fact that (a) the Company has a market capitalization greater than or equal to UF 1,500,000 and (b) at least 12.5% of the Company’s shares with voting rights are held by shareholders who, on an individual basis, control or possess less than 10% of such shares.
Persons who have not been involved in any of the circumstances described in the Law at any time during the preceding 18 months are considered independent. Candidates for the position of Independent Director must be proposed by shareholders representing 1% or more of the Company’s shares, at least 10 days prior to the date of the shareholders’ meeting that has been called in order to elect the Directors. No less than two days prior to the respective shareholders’ meeting, the candidate must provide the Chief Executive Officer with a sworn statement indicating that he: (a) accepts his candidacy for the position of Independent Director; (b) does not meet any of the conditions that would prevent him from being the Independent Director; (c) is not related to the Company, the other companies of the group to which the Company belongs, the controller of the Company, or any of the Company’s officers in such a way that would deprive a sensible person of a reasonable degree of autonomy, interfere with his ability to perform his duties objectively and effectively, generate a potential conflict of interest, or interfere with his independent judgment; and (d) assumes the commitment to remain independent as long as he holds the position of Director.
The Directors’ Committee shall have the following powers and duties: (a) to examine the reports of the external auditors, the balance sheet and other financial statements presented by the Company’s managers or liquidators to its shareholders and issue an opinion about the same prior to their submission for the approval of the shareholders; (b) to propose to the Board of Directors the external auditors and risk rating agencies to be proposed to the shareholders at the respective shareholders’ meeting. In the event that an agreement cannot be reached, the Board of Directors shall formulate its own suggestion, and both options shall be submitted for shareholder consideration at such shareholders’ meeting; (c) to examine the information relating to operations referred to in articles 146 to 149 of the Chilean Corporations Act and to prepare a report about such operations. A copy of such report shall be sent to the Board of Directors, and such report must be read
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at the Board Meeting called for the purpose of approving or rejecting the respective operation or operations; (d) to examine the remuneration system and compensation plans for the Company’s management, officers and employees; (e) to prepare an annual report on its activities, including its main recommendations to the shareholders; (f) to inform the Board of Directors about whether or not it is advisable to hire the external audit firm to provide non-audit services where the audit firm is not prohibited from providing such services because the nature of the same could pose a threat to the audit firm’s independence; and (g) any other issues indicated in the Company’s By-laws or authorized by a shareholders’ meeting or the Board of Directors.
The Directors’ Committee shall be comprised of three members, with at least one independent member. In the event that more than three Directors have the right to form part of the Committee, these same Directors shall unanimously determine who shall make up the Committee. In the event that an agreement cannot be reached, the Directors who were elected with a greater percentage of votes by shareholders controlling or possessing less than 10% of the Company’s shares shall be given priority. If there is only one Independent Director, this Director shall name the other members of the Committee among the other Directors who are not independent. Such other members of the Committee shall have all of the rights associated with such position. The members of the Committee shall be compensated for their role. The amount of their remuneration shall be set annually at the General Shareholders’ Meeting, and it may not be less than the remuneration set for the Company Directors, plus an additional 1/3 of that amount. The General Shareholders’ Meeting shall determine a budget for the expenses of the Committee and its advisors. Such budget may not be less than the sum of the annual remunerations of the Committee members. The Committee may need to hire professional advisory services in order to carry out its duties in accordance with the abovementioned budget. The proposals made by the Committee to the Board of Directors that are not accepted by the latter must be reported to the shareholders’ meeting prior to the vote by shareholders on the corresponding matter or matters. In addition to the responsibilities that are associated with the position of Director, the members of the Committee are jointly and severally liable for any damages they cause in performing their duties as such to the shareholders and to the Company.
Shares
Dividends are annually distributed to the Series A and Series B shareholders of record on the fifth business day prior to the date for payment of the dividends. The By-laws do not specify a time limit after which dividend entitlement lapses, but Chilean regulations establish that after five years, unclaimed dividends are to be donated to the fire department.
Article 5 of the Company’s By-laws establishes that Series B common shares may in no case exceed 50% of SQM’s issued, outstanding and paid stock. SQM Series B common shares have a restricted right to vote as they can only elect one director of the Company, regardless of their capital stock’s share. Series B common shares have the right to call for an Ordinary or Extraordinary Shareholders’ Meeting when the shareholders of at least 5% of the Series B common shares issued request so and for an Extraordinary Board of Directors Meeting without the Chairman’s authorization when it is requested by the director elected by the shareholders of the Series B common shares. Series A common shares have the option to exclude the director elected by Series B shareholders from the voting process in which the Chairman of the Board is to be elected, if there is a tie in the first voting process. However, subject to the second transitory article of the Company’s By-Laws, articles 31 and 31 bis of the Company’s By-laws establish that in General Shareholders’ Meetings each shareholder will have a right to one vote for each share he owns or represents and (a) that no shareholder will have the right to vote for himself or on behalf of other shareholders of the same Series A or Series B common shares representing more than 37.5% of the total outstanding shares with right to vote of each Series and (b) that no shareholder will have the right to vote for himself or on behalf of other shareholders representing more than 32% of the total outstanding shares with a right to vote, with any excess being deducted from the number of shares such shareholder may vote. In calculating a single shareholder’s ownership of Series A or B shares, the shareholder’s stock and those pertaining to third parties related to them are to be added.
The second transitory article provides as follows:
“Throughout the period running from the date of the extraordinary shareholders’ meeting at which this transitory article is incorporated, and December 31, 2030, the restriction against voting on behalf of more than 37.5% of any series of shares in the Company, established in Article 31 hereof, shall be subject to the following exception, applicable only to the election of board members by means of Series A common shares in the Company: If two or more persons, regardless of whether
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or not they are related parties to each other (the incoming shareholders), act prior to December 31, 2030 such as to acquire a sufficient number of Series A common shares to allow them to hold voting powers for the selection of directors of the Company amounting to more than 37.5% of that series, then any registered shareholder or group of shareholders holding more than 37.5% of all Series A common shares in the Company shall be entitled to vote for the selection of directors of the Company amounting to whichever is less, between a number of the Series A common shares that are held (i) by existing shareholders as of that date, and (ii) by the incoming shareholders with voting rights. Similarly, if for any reason a registered shareholder in the Company as of the date hereof who holds more than 37.5% of Series A common shares in the company between the date hereof and December 31, 2030, comes to hold more voting shares for the selection of directors of the Company than the votes allocated for holding 37.5% of said Series A common shares, either through a joint action agreement with other shareholders, including existing shareholders, or by any other means, then any other shareholder or group of shareholders in the Company that is not a related party to the same and holds more than 37.5% of all voting Series A common shares in the Company, including both existing and incoming shareholders, shall be entitled to vote for the selection of directors of the Company in accordance with whichever number of Series A common shares in the Company is the lesser, between (i) the number held by this shareholder or group of shareholders, and (ii) the existing shareholder may have the capacity to vote in excess of the restriction amounting to 37.5% of said shares.”
Article 5 bis of the Company’s By-laws establishes that no person may directly or by means of related third persons concentrate more than 32% of the Company’s total shares with right to vote.
Each Series A share and Series B share is entitled to share equally in the Company’s profits, (i.e., they have the same rights on any dividends declared on the outstanding shares of SQM).
The Company By-laws do not contain any provision relating to (a) redemption provisions, (b) sinking funds or (c) liability to capital calls by the Company.
As established in article 103 of the Chilean Corporations Act, a company subject to the supervision of the CMF may be liquidated in the following cases:
| (a) | Expiration of the duration term, if any, as established in its By-laws; |
| (b) | All the shares end up in the possession of one individual for more than ten continuous days; |
| (c) | By agreement of an Extraordinary Shareholders’ Meeting; |
| (d) | By abolition, pursuant to applicable laws, of the decree that authorized its existence; |
| (e) | Any other reason contemplated in its By-laws. |
Article 40 of the Company’s By-laws states that in the event of liquidation, the shareholders’ meeting will appoint a three-member receiver committee that will have the authority to carry out the liquidation process. Any surplus will be distributed equally among the shareholders.
The only way to change the rights of the holders of the SQM shares is by modifying its By-laws, which can only be carried out by an Extraordinary Shareholders’ Meeting, as established in article 28 of the Company By-laws.
Shareholders’ Meetings
Article 29 of the Company’s By-laws states that the call to a shareholders’ meeting, either Ordinary or Extraordinary, will be by means of a highlighted public notice that will be published at least three times, and on different days, in the newspaper of the legal address determined by the shareholders’ meeting, and in the way and under the conditions indicated by the regulations. Additionally, a notice will be sent by mail to each shareholder at least fifteen days prior to the date of the Meeting, which shall include a reference of the matters to be addressed at the meeting. However, those meetings with the full attendance of the shares with right to vote may be legally held, even if the foregoing formal notice requirements are not met. Notice of any shareholders’ meeting shall be delivered to the CMF at least fifteen days in advance of such meeting.
Any holder of Series A and/or Series B common shares registered in the Company’s shareholder registry on the fifth business day prior to the date of the meeting will have a right to participate at that meeting
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Article 67 of the Chilean Corporations Act provides that decisions made at Extraordinary Shareholders’ Meeting on the following matters require the approval of 2/3 of the outstanding shares with voting rights: (1) transformation or division of the Company and its merger with another company; (2) modification of the Company’s term of duration, if any; (3) early dissolution of the Company; (4) change of the corporate domicile; (5) capital decrease; (6) approval of contributions and estimation of non-cash assets; (7) modification of powers reserved for Shareholders Meetings or limitations on powers of the Board of Directors; (8) reduction in the number of members of the Board of Directors; (9) disposal of 50% or more of the Company’s assets; formulation or modification of any business plan exceeding the above percentage; disposal of 50% or more of an asset belonging to a subsidiary that represents at least 20% of the Company’s assets and disposal of shares of the referred subsidiary such that the parent company would lose its position as controller of the same; (10) method in which profits are distributed; (11) granting of real or personal guarantees as sureties for third-party obligations that exceed 50% of the Company assets, except for subsidiaries, in which case approval of the Board of Directors shall suffice; (12) acquisition of own shares as set forth in articles 27A and 27B of the said law; (13) other matters indicated in the By-laws; (14) amendment of the Company By-laws as a result of errors in the constitution process and amendments in the By-laws involving one or more of the matters stated in the preceding numbers; (15) forced sale of shares carried out by the controller who would acquire more than 95% of the Company’s shares in a tender offer, and (16) approval or ratification of proceedings or contracts with related parties in accordance with the provisions of articles 44 and 147 of the Chilean Corporations Act.
Amendments to the By-laws that are intended to create, modify, defer or suspend preferential rights shall be approved by 2/3 of the shares of the affected Series.
The transformation of the Company, the merger of the same, the disposal of assets referred to in number (9) above, the constitution of guarantees set forth in number (11) above, the constitution of preferences or the increase, postponement or decrease of the existing preferences, the reparation of formal nullities incurred in the By-laws and the possession of more than 95% of the Company’s shares and other matters contemplated in the Law or in the By-laws, confer “withdrawal rights.”
Shareholders Restrictions
There are no restrictions on ownership or share concentration, or limiting the exercise of the related right to vote, by local or foreign shareholders other than those discussed under “—Shares”
Change in Control
The Company By-laws provide that no shareholder may hold more than 32% of the Company’s shares, unless the By-laws are modified at an Extraordinary Shareholders’ Meeting. Moreover, on December 12, 2000, the Chilean Government published the Ley de Oferta Pública de Acciones (“Public Share Offering Law” or “OPA law”) that seeks to protect the interests of minority shareholders of open stock corporations in transactions involving a change in control, by requiring that the potential new controller purchase the shares owned by the remaining shareholders either in total or pro rata. The law applies to those transactions in which the controlling party would receive a material premium price compared with the price that would be received by the minority shareholders.
There are three conditions that would make it mandatory to operate under the OPA law:
| 1) | When an investor wants to take control of a company’s stock. |
| 2) | When a controlling shareholder holds two-thirds of the company’s stock. If such shareholder buys one more share, it will be mandatory to offer to acquire the rest of the outstanding stock within 30 days of surpassing that threshold. |
| 3) | When an investor wants to take control of a corporation, which, in turn, controls an open stock corporation that represents 75% or more of the consolidated assets of the former corporation. |
Parties interested in taking control of a company must (i) notify the company of such intention in writing, and notify its controllers, the companies controlled by it, the CMF and the markets where its stocks are traded and (ii) publish a
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highlighted public notice in two newspapers of national circulation at least 10 business days prior to the date of materialization of the OPA.
Board Protocol for Presentation and Use of Sensitive Information
On December 5, 2018, Inversiones TLC SpA, a subsidiary of Tianqi, acquired 62,556,568 Series A common shares of the Company, representing approximately 23.77% of the total shares issued by SQM. In connection with the acquisition, Tianqi entered into and Extrajudicial Agreement with the FNE with respect to the implementation of certain measures to maintain competitive market conditions and mitigate any risks identified in the transaction, having as a fundamental principle the limitation of access to commercially sensitive information of SQM by Tianqi. For a description of the Extrajudicial Agreement, see “Item 7.A. Major Shareholders — Tianqi Extrajudicial Agreement with the FNE.” Before this acquisition, and after the approval of this transaction by the Chilean Antitrust Court, the Company’s Board of Directors deemed it necessary to adopt measures aimed at achieving the purpose of the Extrajudicial Agreement, avoiding greater points of contact between Sensitive Information and Tianqi, to complement the Extrajudicial Agreement. On January 23, 2019, the Board of Directors approved a protocol for the presentation and use of Sensitive Information (as defined in the Extrajudicial Agreement), which was amended on April 15, 2019 in response to comments received from the CMF. The amendment was subsequently approved by the Board on September 30, 2019.
10.C. Material Contracts
The Company, during the normal course of business, has entered into different contracts, some of which have been described herein, related to its production, commercial and legal operations. We believe all of these contracts are standard for this type of industry, and none of them is expected to have a material effect on the Company’s results of operations.
Corfo Agreements
Our subsidiary SQM Salar holds exclusive rights until 2030, subject to the terms and conditions of the concession agreements, to exploit the mineral resources in an area covering approximately 140,000 hectares in the Salar de Atacama, 81,920 hectares of which SQM Salar is entitled to exploit pursuant to (i) a lease agreement over mining exploitation concessions among Corfo, SQM, SQM Salar and SQM Potasio S.A. (the “Corfo Lease Agreement”), originally entered into in 1993, and (ii) the associated Salar de Atacama project agreement among Corfo, SQM, SQM Salar and SQM Potasio (the “Corfo Project Agreement” and together with the Corfo Lease Agreement, the “Corfo Agreements”). The mining exploitation concessions related to such rights are owned by Corfo and leased to SQM Salar pursuant to the Corfo Lease Agreement in exchange for quarterly lease payments to Corfo based on specified percentages of the final sale prices of the production of minerals extracted from the Salar de Atacama brines. SQM Salar also pays an annual concession fee to the Chilean government for the concession rights. Under the terms of the Corfo Project Agreement, Corfo has agreed that it will not, and will not permit any other person to, explore, exploit or mine any mineral resources in the approximately 140,000 hectares area of the Salar de Atacama. Corfo cannot unilaterally amend the Corfo Agreements and the rights to exploit the resources cannot be transferred. All of our products originating from the Salar de Atacama, principally lithium carbonate, lithium hydroxide and potassium chloride, are derived from our extraction operations under the Corfo Agreements.
The Corfo Agreements were amended and restated effective April 10, 2018 and further amended in 2020 and provide the following terms, among others:
| (i) | increased lease payments to Corfo as a result of increased lease rates associated with the sale of different products produced in the Salar de Atacama, including lithium carbonate, lithium hydroxide and potassium chloride (see “Item 5.A. Operating Results – Results of Operations – 2022 compared to 2021 – Cost of Sales – Lithium and Derivatives” [and “– Potassium”] for descriptions of the progressive rate structure based on the final sale price of lithium carbonate and lithium hydroxide [and potassium chloride]); |
| (ii) | a commitment by SQM Salar to contribute: |
| (a) | between US$10.8 and US$18.9 million per year to research and development efforts; |
| (b) | between US$10 to US$15 million per year to the communities in close proximity to the Salar de Atacama; and |
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| (c) | 1.7% of total annual sales of SQM Salar to the Antofagasta Regional Government and the municipalities of San Pedro de Atacama, María Elena and Antofagasta for regional development; |
| (iii) | the authorization by Corfo for CCHEN to establish a total production and sales limit for lithium products produced in the Salar de Atacama of up to 349,553 metric tons of lithium metallic equivalent (1,860,671 tons of lithium carbonate equivalent), which is in addition to the approximately 64,816 metric tons of lithium metallic equivalent (345,015 tons of lithium carbonate equivalent) then remaining from the originally authorized amount; |
| (iv) | an obligation of SQM Salar to offer part of its lithium production (up to a maximum of 25%) at a preferential price to value-added producers that will develop lithium-based products in Chile; |
| (v) | an obligation of SQM Salar to strengthen its corporate governance by incorporating various audit, environmental control and coordination mechanisms with Corfo, which shall be set forth in amendments to the By-laws of SQM Salar, including among others: |
| (a) | incorporating specific rules for the management of the company, including that two of the directors of SQM Salar are independent and meet the requirements established for independent directors of a public company; and |
| (b) | requiring the Board of Directors of SQM Salar to designate a committee to monitor compliance with the Corfo Lease Agreement and the Corfo Project Agreement and to establish the regulations that will govern this committee and its functions; |
| (vi) | provisions regarding the return of the leased real estate assets and personal property to Corfo, the transfer of environmental permits to Corfo at no cost and granting Corfo purchase options over production facilities and water rights in the Salar de Atacama upon termination of the Corfo Agreements; and |
| (vii) | prohibitions against the sale of lithium brine extracted from leased mining concessions by SQM, SQM Salar and SQM Potasio. |
The Corfo Agreements expire on December 31, 2030 and are subject to early termination by Corfo in connection with certain events of default. Under the Corfo Agreements, Corfo will use its best efforts to initiate a public bidding or contracting process for a contract for the exploitation of the Salar de Atacama properties no later than June 30, 2027 and to complete the process no later than July 30, 2029, except if a force majeure event occurs. The foregoing description of the Corfo Agreements is qualified in its entirety by reference to the Corfo Agreements filed as Exhibits 10.1, 10.2 and 10.3 to this Annual Report on Form 20-F and incorporated herein by reference. See also “Item 3.D. Risk Factors – Risks Relating to Our Business – Our inability to extend or renew on favorable terms the mineral exploitation rights relating to the Salar de Atacama concession, upon which our business is substantially dependent, beyond their current expiration date in December 2030 could have a material adverse effect on our business, financial condition and results of operations.” and “— Risks Relating to Chile — The new National Lithium Strategy announced by the Chilean government in April 2023 has created and may continue to create uncertainty in the Chilean lithium industry, which could have a material adverse effect on our business performance or the value of our shares and ADSs.”, “Item 5.A. Operating Results – Results of Operations – 2022 compared to 2021 – Cost of Sales – Lithium and Derivatives” and “– Potassium” and Notes 18.2 and 21.2 to our consolidated financial statements” for additional information regarding the Corfo Agreements.
10.D. Exchange Controls
The Central Bank of Chile is responsible for, among other things, monetary policies and exchange controls in Chile. Appropriate registration of a foreign investment in Chile permits the investor access to the Formal Exchange Market. Foreign investments can be registered with the Foreign Investment Committee under Decree Law No. 600 of 1974, as amended, or can be registered with the Central Bank of Chile under the Central Bank Act, Law No 18,840 of October 1989. The Central Bank Act is an organic constitutional law requiring a “special majority” vote of the Chilean Congress to be modified. Effective January 1, 2016, Decree Law No. 600 was repealed by Article 9 of the 2014 Tax Reform. Therefore, foreign investments made on or after January 1, 2016 cannot be registered with the Foreign Investment Committee.
Our 1993, 1995, 1998 and 2021 capital increases were carried out under and subject to the then current legal regulations, whose summary is hereafter included:
A Convención Capítulo XXVI del Título I del Compendio de Normas de Cambios Internacionales or Compendium of Foreign Exchange Regulations of the Central Bank of Chile the “Foreign Investment Contract”, was entered into and
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among the Central Bank of Chile, our Company and the Depositary pursuant to Article 47 of the Central Bank Act and to Chapter XXVI of the Compendium of Foreign Exchange Regulations of the Central Bank of Chile, “Chapter XXVI,” which addresses the issuance of ADSs by a Chilean company. Absent the Foreign Investment Contract, under applicable Chilean exchange controls, investors would not be granted access to the Formal Exchange Market for the purposes of converting from Chilean pesos to U.S. dollars and repatriating from Chile amounts received in respect to deposited Series B common shares, or Series B common shares withdrawn from deposit on surrender of ADSs (including amounts received as cash dividends and proceeds from the sale in Chile of the underlying Series B common shares and any rights arising therefrom). The following is a summary of the material provisions contained in the Foreign Investment Contract. This summary does not purport to be complete and is qualified in its entirety by reference to Chapter XXVI and the Foreign Investment Contract.
Under Chapter XXVI and the Foreign Investment Contract, the Central Bank of Chile has agreed to grant to the Depositary, on behalf of ADS holders, and to any investor not residing or not domiciled in Chile who withdraws Series B common shares upon delivery of ADSs (such Series B common shares being referred to herein as “Withdrawn Shares”) access to the Formal Exchange Market to convert Chilean pesos to U.S. dollars (and remit such U.S. dollars outside of Chile) in respect of the Withdrawn Shares, including amounts received as (a) cash dividends, (b) proceeds from the sale in Chile of Withdrawn Shares, or from shares distributed because of the liquidation, merger or consolidation of the Company, subject to receipt by the Central Bank of Chile of a certificate from the holder of such shares (or from an institution authorized by the Central Bank of Chile) that such holder’s residence and domicile are outside Chile and a certificate from a Chilean stock exchange (or from a brokerage or securities firm established in Chile) that such shares were sold on a Chilean stock exchange, (c) proceeds from the sale in Chile of preemptive rights to subscribe for additional Series A and Series B common shares, (d) proceeds from the liquidation, merger or consolidation of the Company and (e) other distributions, including without limitation those resulting from any recapitalization, as a result of holding Withdrawn Shares. Transferees of Withdrawn Shares will not be entitled to any of the foregoing rights under Chapter XXVI unless the Withdrawn Shares are redeposited with the Depositary. Investors receiving Withdrawn Shares in exchange for ADSs will have the right to redeposit such shares in exchange for ADSs, provided that the conditions to redeposit described hereunder are satisfied.
Chapter XXVI provided that access to the Formal Exchange Market in connection with dividend payments will be conditioned upon certification by the Company to the Central Bank of Chile that a dividend payment has been made and any applicable tax has been withheld. Chapter XXVI also provided that access to the Formal Exchange Market in connection with the sale of Withdrawn Shares or distributions thereon will be conditioned upon receipt by the Central Bank of Chile of certification by the Depositary that such shares have been withdrawn in exchange for ADSs and receipt of a waiver of the benefit of the Foreign Investment Contract with respect thereto until such Withdrawn Shares are redeposited.
Chapter XXVI and the Foreign Investment Contract provide that a person who brings certain types of foreign currency into Chile, including U.S. dollars, to purchase Series B common shares with the benefit of the Foreign Investment Contract must convert it into Chilean pesos on the same date and has 5 banking business days within which to invest in Series B common shares in order to receive the benefits of the Foreign Investment Contract. If such person decides within such period not to acquire Series B common shares, he can access the Formal Exchange Market to reacquire foreign currency, provided that the applicable request is presented to the Central Bank within 7 banking business days of the initial conversion into Chilean pesos. Series B common shares acquired as described above may be deposited for ADSs and receive the benefits of the Foreign Investment Contract, subject to receipt by the Central Bank of Chile of a certificate from the Depositary that such deposit has been effected and that the related ADSs have been issued and receipt by the Custodian of a declaration from the person making such deposit waiving the benefits of the Foreign Investment Contract with respect to the deposited Series B common shares.
Access to the Formal Exchange Market under any of the circumstances described above is not automatic. Pursuant to Chapter XXVI, such access requires approval of the Central Bank of Chile based on a request presented through a banking institution established in Chile. The Foreign Investment Contract will provide that if the Central Bank of Chile has not acted on such request within seven banking days, the request will be deemed approved.
Under current Chilean law, foreign investments abiding by the Foreign Investment Contract cannot be changed unilaterally by the Central Bank of Chile. No assurance can be given, however, that additional Chilean restrictions applicable to the
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holders of ADSs, the disposition of underlying Series B common shares or the repatriation of the proceeds from such disposition could not be imposed in the future, nor can there be any assessment of the duration or impact of such restrictions if imposed.
As of April 19, 2001, Chapter XXVI of Title I of the Compendio de Normas de Cambios Internacionales of the Central Bank of Chile was eliminated and new investments in ADSs by non-residents of Chile, are now governed by Chapter XIV of the Compendio de Normas de Cambios Internacionales of the Central Bank of Chile. This was made with the purpose of simplifying and facilitating the flow of capital to and from Chile. According to the new regulations, such investments must be carried out through Chile’s Formal Exchange Market and only reported to the Central Bank of Chile.
The Central Bank is also responsible for controlling incurrence of loan obligations to be paid from Chile and by a Chilean borrower to banks and certain other financial institutions outside Chile. Chapter XIV establishes what type of loans, investments, capital increases and foreign currency transactions are subject to the current Chapter XIV framework. Foreign currency transactions related to foreign loans must be performed through the Formal Exchange Market, and such transactions and the subsequent modifications of original loans must be properly informed to the Central Bank. Transactions prior to April 19, 2001, will continue to be regulated by the previous legal framework, except in cases where an express request has been presented to the Central Bank resigning previous rights to be regulated by the provisions of Chapter XIV. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of Chapter XIV.
As of December 31, 2022, we had five series of bonds issued in the international markets under Rule 144A/Regulation S in the principal amounts of US$250 million, US$250 million, US$300 million US$450 million and US$700 million.
Any purchases of U.S. dollars in connection with payments on these loans will occur with the Formal Exchange Market. There can be no assurance, however, that restrictions applicable to payments in respect to the loans could not be imposed in the future, nor can there be any assessment of the duration or impact of such restrictions if imposed.
10.E. Taxation
Material Chilean Tax Considerations
The following describes the material Chilean income tax consequences of an investment in SQM ADSs by a natural person without domicile or residence in Chile or, to any legal entity that is not organized under the laws of Chile, that does not have a permanent establishment located in Chile and that lacks domicile or residence in Chile, a ("foreign holder").This discussion is based upon Chilean income tax laws presently in force, available in Rule No. 324 (1990) of the Chilean Internal Revenue Service (Servicio de Impuestos Internos) or the “SII”, and other applicable regulations and rulings. The discussion is not intended as tax advice to any particular investor, which can be rendered only in light of that investor’s particular tax situation.
Under Chilean legislation, provisions contained in tax law such as tax rates applicable to foreign holders, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may only be amended by another statute. In addition, the SII issue rulings and regulations of either general or specific application and interpret the provisions of Chilean tax law. Chilean taxes cannot be collected retroactively against taxpayers who act in good faith based on those circulars, resolutions or official letters, without prejudice to the fact that the Chilean tax authority may issue new circulars, resolutions or official letters that reflect any change in criteria. regarding its interpretation of the tax law.
Cash Dividends and Other Distributions
On September 29, 2014, Chilean Law No.20,780, the Tax Reform, was published, introducing significant changes to the Chilean taxation system and strengthening the powers of the SII to control and prevent tax avoidance. Subsequently, on February 8, 2016, Law No. 20,899 that simplifies the income tax system and modifies other legal tax provisions was published. On February 24, 2020, Law No. 21,210 to modernize the tax legislation was published. As a result of these
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reforms, open stock corporations like SQM are subject to the partially integrated shareholder income tax regime. The corporate tax rate applicable to us has been 27% since 2018.
Under the partially integrated system, the tax burden for dividends distributed by companies to their final shareholders (i.e., taxpayers of the Withholding Tax (non-residents) or the Complementary Global Tax (resident individuals)) allows only a portion of the Chilean corporate income tax paid by the company to be applied as a credit against the tax payable on dividends, unless the shareholder is resident in a country that has a treaty to prevent double taxation with Chile in effect or such treaty was signed before January 1, 2020 and until December 31, 2026, even if not yet in effect. In such case, 100% of the Chilean corporate income tax paid by the company may be applied as a credit against the shareholder’s taxes payable on dividends.
As a result of the foregoing, foreign shareholders who are residents of a jurisdiction without a tax treaty will be subject to a higher effective tax rate on dividends than residents of jurisdictions with tax treaties.
In the case of U.S. investors, a tax treaty between the United States and Chile was signed prior to January 1, 2020, such that shareholders resident in the United States can allocate 100% of the Chilean corporate tax paid by the Company against the Withholding Tax levied on dividends.
Cash dividends paid by the Company with respect to the shares, including shares represented by ADSs held by a U.S. Holder (as defined below), will be subject to a 35% Chilean withholding tax, excluding the income tax, which is withheld and paid by the Company (the “Withholding Tax”). The effective rate of Withholding Tax imposed on dividends attributed to 2022 earnings of the Company and distributed during the same period was 23.90411 %.
Capital Gains
Gains from the sale or other disposition by a foreign holder of ADSs outside of Chile will not be subject to Chilean taxation. The deposit and withdrawal of the shares in exchange for ADSs will not be subject to any Chilean taxes.
The tax cost of the shares received in the ADS exchange (repatriation) will be the acquisition value of the shares. Shares exchanged for ADSs are valued at the maximum price at which they are traded on the Chilean Stock Exchange on the date of the exchange or on any two business days prior to the exchange. Consequently, the conversion of ADSs into shares and the immediate sale of such shares at a price equal to or less than the highest price for Series B shares on the Chilean Stock Exchange on those dates will not generate a taxable gain.
The general tax regime applicable to the highest value or gain recognized in a transfer of shares (unlike the sales or exchanges of ADSs that such shares represent) in force to date, establishes that said gain will be subject to both the First Category Tax and the Additional Tax. The amount of the First Category Tax may be credited against the amount of the Additional Tax.
However, the profit obtained from the sale of shares of open stock companies with a stock market presence, which is carried out on a stock exchange, or in a process of public offer for the acquisition of shares governed by the Securities Market Law, will be subject to a single capital gain tax rate of 10%.
For the application of this regime the shares that are sold must have been acquired after April 19, 2001, (i) in a local stock exchange authorized by the CMF, (ii) in a public tender offer for the shares governed by the Securities Market Law, (iii) in an initial public offering for the placement of shares due to the creation of a public limited company or a capital increase of an existing company, (iv) in an exchange of publicly offered securities convertible into shares or, (v) in a redemption of an investment fund shares. If the shares do not qualify for the above special tax treatment, capital gains obtained by foreign holders on the sale or exchange of shares (as distinguished from sales or exchanges of ADSs representing such shares) will be subject to a 35% Withholding Tax in Chile. Such rate could be reduced by the application of a double tax treaty subscribed by Chile. Provisional withholding obligations are applicable under the Chilean Income Tax Law based on different rates depending on whether the capital gain can be determined at the time of the sale.
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In accordance with Official Letter No. 224, 2008 of the Chilean Internal Revenue Service, shares received in exchange for ADRs are also considered as "acquired on the stock market" if the ADRs have been acquired on a stock exchange authorized by the CMF (for example, the London Stock Exchange, the New York Stock Exchange or the Madrid Stock Exchange). Ordinary shares are considered to have a high presence in the stock market when they: (a) are listed on the Securities Registry, (b) are listed on the Chilean Stock Exchange, and (c) have an adjusted stock market presence equal to or greater than 25%.
As of June 19, 2001, the higher value obtained in the sale of shares listed on the stock market is also exempt from income tax in Chile, when the sale is made by "foreign institutional investors", such as mutual funds and mutual funds of pensions, provided that the sale is made on a local stock exchange authorized by the CMF, or in accordance with the provisions of the Securities Market Law. To qualify as foreign institutional investors, the aforementioned entities must be incorporated outside of Chile, must not be domiciled in Chile, and must be an "investment fund" under Chilean tax law.
The single tax rate of 10% that affects the highest value or profit obtained in the sale of shares of public limited companies, was established by Law No. 21,420, published in the Official Gazette on February 2, 2022.
This tax must be withheld by the buyer of the shares or by the intervening stockbroker, at a rate of 10% calculated on the highest value or profit, if this is known on the date of payment of the price, remittance, payment to account or making it available to the seller in any way, or, with a rate of 1% on the total price, without any deduction, if the higher value is not known on that same date.
For purposes of determining the highest value subject to tax at the 10% rate, the modification introduced by Law No. 21,420 establishes that taxpayers with domicile or residence in Chile may consider as acquisition value and/or contribution, at their choice: (a) the official closing price of the respective securities, as of December 31 of the year of their acquisition, considering first the oldest securities according to their acquisition date, which may be proposed by the Chilean tax authority in the statement of results of the corresponding tax, or (b) the value of acquisition and/or contribution in accordance with the general rules established in the Income Tax Law. For purposes of item (a), year of acquisition is calculated by virtue of the information that said authority has at its disposal. Said proposal will not exempt the taxpayer from complementing or adjusting the corresponding information in accordance with the general rules.
In the case of taxpayers without domicile or residence in Chile, for purposes of determining the highest value subject to the single tax rate of 10%, they must consider the value of acquisition and/or contribution in accordance with clause (b) above.
The modifications implemented by Law No. 21,420 are effective as of September 1, 2022 and, therefore, apply to sales made after that date.
Other Chilean Taxes
No Chilean inheritance, gift or succession taxes apply to the transfer or disposition of the ADSs by a foreign holder, but such taxes generally will apply to the transfer at death or by gift of the shares by a foreign holder. No Chilean stamp, issue, registration or similar taxes or duties apply to foreign holders of ADSs or shares.
Withholding Tax Certificates
Upon request, the Company will provide to foreign holders appropriate documentation evidencing the payment of Chilean withholding taxes.
Material U.S. Federal Income Tax Considerations
The following discussion summarizes the material U.S. federal income tax consequences to U.S. Holders (defined below) arising from ownership and disposition of the Series A common shares and the Series B common shares, together the “shares”, and the ADSs. The discussion which follows is based on the U.S. Internal Revenue Code of 1986, as amended, the “Code,” the Treasury regulations promulgated thereunder, and judicial and administrative interpretations thereof, all
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as in effect and available on the date hereof. These authorities are subject to change, possibly with retroactive effect, which could affect the continued validity of this summary. In addition, the summary assumes that the depositary’s activities are clearly and appropriately defined so as to ensure that the U.S. federal income tax treatment of ADSs will be identical to the U.S. federal income tax treatment of the underlying shares.
The discussion that follows is not intended as tax advice to any particular investor and is limited to investors who will hold the shares or ADSs as “capital assets” within the meaning of Section 1221 of the Code and whose functional currency is the U.S. dollar. The summary does not address the tax treatment of holders that may be subject to special U.S. federal income tax rules, such as insurance companies, tax-exempt organizations, financial institutions, persons who are subject to the alternative minimum tax, persons who are broker-dealers in securities or foreign currency or dealers and traders in securities who use a mark-to-market method of tax accounting, persons who hold the shares or ADSs as a hedge against currency risks, as a position in a “straddle” for tax purposes, or as part of a conversion or other integrated transaction, persons holding our shares or ADSs in connection with a trade or business conducted outside of the U.S., partnerships or other entities classified as partnerships or other pass-through entities for U.S. federal income tax purposes or partners in such partnerships or entities, or persons who own (directly, indirectly or by attribution) 10% or more of the combined voting power of all classes of equity in the Company or 10% or more of the combined value of all classes of equity in the Company. PERSONS OR ENTITIES DESCRIBED ABOVE, INCLUDING PARTNERSHIPS HOLDING SHARES OR ADSs OR PARTNERS IN SUCH PARTNERSHIPS, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES OF HOLDING AND DISPOSING OF SHARES OR ADSs.
For purposes of this summary, the term “U.S. Holder” means a beneficial owner of shares or ADSs that is, for U.S. federal income tax purposes, (a) an individual who is a U.S. citizen or resident, (b) a corporation or other entity taxable as a corporation created or organized under the laws of the U.S. or any political subdivision thereof, (c) an estate, the income of which is subject to U.S. federal income tax regardless of the source, or (d) a trust (i) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes or (ii) if (A) a court within the U.S. is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.
If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds shares or ADSs, the tax treatment of the partnership and a partner in such partnership generally will depend on the status of the partner and the tax treatment of the partnership. Such a partner or partnership should consult its own tax advisor as to its consequences.
As of this date, there is currently no applicable income tax treaty in effect between the United States and Chile. However, in 2010, the U.S. and Chile signed an income tax treaty that will enter into force once the treaty is ratified by both countries. There can be no assurance that the treaty will be ratified by either country. The following summary assumes that there is no applicable income tax treaty in effect between the U.S. and Chile.
The discussion below does not address the effect of any U.S. state, local, estate or gift tax law or non-U.S. tax law or tax considerations that arise from rules of general application to all taxpayers on a U.S. Holder of the shares or ADSs. U.S. HOLDERS OF SHARES OR ADSs SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR CONSEQUENCES UNDER ANY SUCH LAW OF OWNING OR DISPOSING THE SHARES OR ADSs.
For purposes of applying U.S. federal income tax law, any U.S. Holder of an ADS generally will be treated as the owner of the underlying shares represented thereby. The U.S. Treasury has expressed concerns that parties to whom ADSs are released before shares are delivered to the depositary (pre-release) or intermediaries in the chain of ownership between beneficial owners and the issuer of the security underlying the ADSs may be taking actions that are inconsistent with the claiming of foreign tax credits for beneficial owners of depositary shares. Such actions would also be inconsistent with the claiming of the reduced tax rate, described below, applicable to dividends received by certain non-corporate beneficial owners. Accordingly, the analysis of the creditability of Chilean taxes, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by such parties or intermediaries.
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Cash Dividends and Other Distributions
The following discussion of cash dividends and other distributions is subject to the discussion below under “Passive Foreign Investment Company Rules.” Distributions received by a U.S. Holder on shares or ADSs, including the amount of any Chilean taxes withheld, other than certain pro rata distributions of shares to all shareholders, will constitute foreign-source income to the extent paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. The amount of dividend income paid in Chilean pesos that a U.S. Holder will be required to include in income will equal the U.S. dollar value of the distributed Chilean peso, calculated by reference to the exchange rate in effect on the date the payment is received, regardless of whether the payment is converted into U.S. dollars on the date of receipt. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder will generally not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of its receipt, which would be ordinary income or loss and would be treated as income from U.S. sources for foreign tax credit purposes. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s, or in the case of ADSs, the depositary’s, receipt of the dividend. Corporate U.S. Holders will not be entitled to claim the dividends-received deduction with respect to dividends paid by us.
Subject to certain exceptions for short-term and hedged positions, the discussion above regarding concerns expressed by the U.S. Treasury and the discussion below regarding rules intended to be promulgated by the U.S. Treasury, the U.S. dollar amount of dividends received by a noncorporate U.S. Holder in respect of our shares or ADSs generally will be subject to taxation at preferential rates if the dividends are “qualified dividends.” Dividends paid on our ADSs generally will be treated as qualified dividends if (i) our ADSs are readily tradable on an established securities market in the U.S. (ii) SQM was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”) and (iii) the holder thereof has satisfied certain holding period requirements. Our ADSs are listed on the New York Stock Exchange and generally will qualify as readily tradable on an established securities market in the U.S. so long as they are so listed. We do not believe that we were a PFIC for U.S. federal income tax purposes with respect to our 2022 taxable year. In addition, based on our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 2023 taxable year. However, because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because it is unclear whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for any current, prior or future taxable year. Based on existing guidance, it is not entirely clear whether dividends received with respect to our shares will be treated as qualified dividends, because our shares are not themselves listed on a U.S. exchange. In addition, the U.S. Treasury has announced its intention to promulgate rules pursuant to which holders of ADSs and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because such procedures have not yet been issued, it is not clear whether we will be able to comply with them. A U.S. HOLDER SHOULD CONSULT ITS TAX ADVISORS TO DETERMINE WHETHER THE FAVORABLE RATE WILL APPLY TO DIVIDENDS IT RECEIVES AND WHETHER IT IS SUBJECT TO ANY SPECIAL RULES THAT LIMIT ITS ABILITY TO BE TAXED AT THIS FAVORABLE RATE.
The amount of a dividend generally will be treated as foreign-source dividend income to a U.S. Holder for foreign tax credit purposes. As discussed in more detail below under “—Foreign Tax Credits,” it is not free from doubt whether Chilean withholding taxes imposed on distributions on our shares or ADSs will be treated as income taxes eligible for a foreign tax credit for U.S. federal income tax purposes. If a Chilean withholding tax is treated as an eligible foreign income tax, subject to generally applicable limitations, you may claim a credit against your U.S. federal income tax liability for the eligible Chilean taxes withheld from distributions on our shares or ADSs. If the dividends are taxed as qualified dividend income (as discussed above), special rules will apply in determining the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation. THE RULES RELATING TO FOREIGN TAX CREDITS ARE COMPLEX. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS REGARDING THE TREATMENT OF CHILEAN WITHHOLDING TAXES IMPOSED ON DISTRIBUTIONS ON OUR SHARES OR ADSs.
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Sale or Other Disposition of our Shares or ADSs
For U.S. federal income tax purposes, the gain or loss a U.S. Holder realizes on the sale or other disposition of our shares or ADSs generally will be U.S.-source capital gain or loss for foreign tax credit purposes, and generally will be a long-term capital gain or loss if the U.S. Holder has held our shares or ADSs for more than one year. The amount of a U.S. Holder’s gain or loss will equal the difference between the U.S. Holder’s tax basis in our shares or ADSs disposed of and the amount realized on the disposition (including any amount withheld in respect of Chilean withholding taxes), in each case as determined in U.S. dollars.
In certain circumstances, Chilean taxes may be imposed upon the sale of shares. See “—Material Chilean Tax Considerations—Capital Gains” above. As discussed in more detail below under “—Foreign Tax Credits,” subject to generally applicable limitations and substantiation requirements, a U.S. Holder may be eligible to claim a credit against its U.S. federal income tax liability for the eligible Chilean taxes withheld pursuant to a sale or other disposition of our shares or ADSs. U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN U.S. TAX ADVISORS WITH RESPECT TO THE PARTICULAR CONSEQUENCES TO THEM OF OWNING OR DISPOSING OF OUR SHARES OR ADSs.
Foreign Tax Credits
Subject to applicable limitations that may vary depending upon a U.S. Holder’s circumstances and subject to the discussion above regarding concerns expressed by the U.S. Treasury, you may be eligible to claim a credit against your U.S. tax liability for Chilean income taxes (or taxes imposed in lieu of an income tax) imposed in connection with distributions on and proceeds from the sale or other disposition of our shares or ADSs. Chilean dividend withholding taxes generally are expected to be income taxes eligible for the foreign tax credit. The Chilean capital gains tax is likely to be treated as an income tax (or a tax paid in lieu of an income tax) and thus eligible for the foreign tax credit; however, you generally may claim a foreign tax credit only after taking into account any available opportunity to reduce the Chilean capital gains tax, such as the reduction for the credit for Chilean corporate income tax that is taken into account when calculating Chilean withholding tax. If a Chilean tax is imposed on the sale or disposition of our shares or ADSs, and a U.S. Holder does not receive significant foreign source income from other sources, such U.S. Holder may not be able to credit such Chilean tax against its U.S. federal income tax liability. If a Chilean tax is not treated as an income tax (or a tax paid in lieu of an income tax) for U.S. federal income tax purposes, a U.S. Holder would be unable to claim a foreign tax credit for any such Chilean tax withheld; however, a U.S. Holder may be able to deduct such tax in computing its U.S. federal income tax liability, subject to applicable limitations. In addition, instead of claiming a credit, a U.S. Holder may, at the U.S. Holder’s election, deduct such Chilean taxes in computing the U.S. Holder’s taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all taxes paid or accrued in the taxable year to foreign countries and possessions of the U.S. THE CALCULATION OF FOREIGN TAX CREDITS AND, IN THE CASE OF A U.S. HOLDER THAT ELECTS TO DEDUCT FOREIGN INCOME TAXES, THE AVAILABILITY OF DEDUCTIONS, INVOLVES THE APPLICATION OF COMPLEX RULES THAT DEPEND ON YOUR PARTICULAR CIRCUMSTANCES. U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE AVAILABILITY OF FOREIGN TAX CREDITS IN THEIR PARTICULAR CIRCUMSTANCES.
Passive Foreign Investment Company Rules
We do not expect to be a PFIC for U.S. federal income tax purposes for our 2022 taxable year and do not anticipate being a PFIC for our 2023 taxable year. However, because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because it is unclear whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for any current, prior or future taxable year. If we were a PFIC for any taxable year during which a U.S. Holder held our shares or ADSs, certain adverse consequences could apply to the U.S. Holder, including the imposition of higher amounts of tax than would otherwise apply, and additional filing requirements. In addition, if we were treated as a PFIC in a taxable year in which we pay a dividend or in the prior taxable year, the favorable dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply (see “—Cash Dividends and Other Distributions” above). A U.S. Holder should consult its tax advisors regarding the consequences to it if we were a PFIC, as well as the availability and advisability of making any election that might mitigate the adverse consequences of PFIC status.
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Information Reporting and Backup Withholding
Required Disclosure with Respect to Foreign Financial Assets
Certain U.S. Holders are required to report information relating to an interest in our shares or ADSs, subject to certain exceptions (including an exception for our shares or ADSs held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in our shares or ADSs. U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN U.S. TAX ADVISORS REGARDING INFORMATION REPORTING REQUIREMENTS RELATING TO THEIR OWNERSHIP OF OUR SHARES OR ADSs.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the U.S. or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless (i) the U.S. Holder is an exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against its U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the U.S. Internal Revenue Service.
Medicare Contribution Tax
Legislation enacted in 2010 generally imposes a tax of 3.8% on the “net investment income” of certain individuals, trusts and estates. Among other items, net investment income generally includes gross income from dividends and net gain attributable to the disposition of certain property, like our shares or ADSs, less certain deductions. A U.S. Holder should consult the U.S. Holder’s tax advisor regarding the possible application of this legislation in the U.S. Holder’s particular circumstances.
A U.S. HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR CONSEQUENCES TO IT OF OWNING AND DISPOSING OF OUR SHARES OR ADSs.
10.F. Dividends and Paying Agents
Not applicable.
10.G. Statement by Experts
Not applicable.
10.H. Documents on Display
We are subject to the information requirements of the Exchange Act, except that as a foreign issuer, we are not subject to the SEC proxy rules (other than general anti-fraud rules) or the short-swing profit disclosure rules of the Exchange Act. In accordance with these statutory requirements, we file or furnish reports and other information with the SEC. Reports, information statements and other information we filed with or furnish to the SEC are available electronically on the SEC’s website http://www.sec.gov, and on our website www.sqm.com.
10.I. Subsidiary Information
See “Item 4.C. Organizational Structure.”
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information regarding quantitative and qualitative information about market risk, see Note 4 to our Consolidated Financial Statements.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
ITEM 12.A. DEBT SECURITIES
Not applicable.
ITEM 12.B. WARRANTS AND RIGHTS
Not applicable.
ITEM 12.C. OTHER SECURITIES
Not applicable.
ITEM 12.D. AMERICAN DEPOSITARY RECEIPTS
Depositary Fees and Charges
The Company’s American Depositary Shares (“ADS”) program is administered by The Bank of New York Mellon (240 Greenwich Street, 8 Fl. W., New York, NY 10286), as Depositary. Under the terms of the Deposit Agreement, an ADS holder may have to pay the following service fees to the Depositary:
Service Fees |
| Fees |
Execution and delivery of ADSs and the surrender of ADRs | Up to US$0.05 per share |
Depositary Payments Fiscal Year 2022
The Depositary has agreed to reimburse certain expenses related to the Company’s ADS program and incurred by the Company in connection with the program. In 2022, the Depositary reimbursed expenses related to investor relations for a total amount of US$387,353.
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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
(a) Disclosure Control and Procedures
SQM management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer and other members of the Company’s executive management, evaluated the effectiveness of our disclosure controls and procedures, pursuant to Rule 13a-15(b) promulgated under the Exchange Act, as of the end of the period covered by this Annual Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that material information is made known to management and that financial and non-financial information is properly recorded, processed, summarized and reported as of December 31, 2022.
The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. However, through the same design and evaluation period of the disclosure controls and procedures, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, recognized that there are inherent limitations to the effectiveness of any control system regardless of how well designed and operated. In such a way they can provide only reasonable assurance of achieving the desired control objectives, and no evaluation can provide absolute assurance that all control issues or instances of fraud, if any, within the Company have been detected.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
SQM management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS as issued by the IASB.
Because of its inherent limitations, internal control over financial reporting may not necessarily prevent or detect some misstatements. It can only provide reasonable assurance regarding financial statement preparation and presentation. Also, projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the polices or procedures may deteriorate over time.
Management assessed the effectiveness of its internal control over financial reporting as of December 31, 2022. The assessment was based on criteria established in the framework “Internal Controls — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, SQM management has concluded that as of December 31, 2022, the Company’s internal control over financial reporting was effective.
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(c) Attestation Report of the Registered Public Accounting Firm
For the report of PricewaterhouseCoopers Consultores Auditores SpA, independent registered public accounting firm on the effectiveness of our internal control over financial reporting as of December 31, 2022, see page F-1 of our Audited Consolidated Financial Statements.
(d) Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
ITEM 16. [Reserved]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that the Company does not have an audit committee financial expert within the meaning of the regulations adopted under the Sarbanes-Oxley Act of 2002.
Pursuant to Chilean regulations, the Company has a Directors’ Committee whose main duties are similar to those of an audit committee. Each of the members of the Directors’ Committee is a member of the audit committee. See “Item 6.C. Board Practices.”
Our Board believes that the members of the Directors’ Committee have the necessary expertise and experience to perform the functions of the Directors’ Committee pursuant to Chilean regulations.
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Business Conduct that applies to the Chief Executive Officer, the Chief Financial Officer, the Internal Auditor as well as all our officers and employees. Our Code adheres to the definition set forth in Item 16B. of Form 20-F under the Exchange Act.
No waivers have been granted therefrom to the officers mentioned above.
The full text of the Code is available on our website at http://www.sqm.com in the Investor Relations section under “Corporate Governance.”
Amendments to, or waivers from, one or more provisions of the Code will be disclosed on our website.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The table shows the amount of fees billed to SQM by our independent auditors, PwC for the 2022 and 2021 fiscal years, in relation to audit, tax and other assurance services provided to us (in thousands of US$):
| 2022 |
| 2021 | |
Audit fees |
| 1,386 |
| 1,361 |
Tax fees |
| 569 |
| 157 |
All other fees |
| 58 |
| 18 |
Total fees |
| 2,013 |
| 1,536 |
Audit fees in the above table are the fees approved by the Directors’ Committee for PwC in 2022 and 2021 in connection with the audits of our annual consolidated financial statements
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Tax fees and all other fees in the above table are aggregate fees approved by the Directors’ Committee for PwC in 2022 and 2021 in connection with services such as transfer pricing and other assurance services that were not related to the audit. These fees were pre-approved by the Directors’ Committee in accordance with our pre-approval policies and procedures.
Directors’ Committee Pre-Approval Policies and Procedures.
Chilean law states that public companies are subject to “pre-approval” requirements under which all audit and non-audit services provided by the independent auditor must be pre-approved by the Directors’ Committee. Our Directors’ Committee approves all audits, audit related, tax and other services provided by our auditors.
Any services provided by our auditors that are not specifically included within the scope of the audit must be pre-approved by the Directors’ Committee prior to any engagement.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
For a summary of the significant differences between our corporate governance practices and the NYSE corporate governance standards, see “Item 6.C. Board Practices.”
ITEM 16H. MINE SAFETY AND DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J INSIDER TRADING POLICIES
Not applicable.
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PART III
ITEM 17. FINANCIAL STATEMENTS
See “Item 18. Financial Statements.”
ITEM 18. FINANCIAL STATEMENTS
For a list of all financial statements filed as part of this Form 20-F Annual Report, see “Item 19. Exhibits.”
ITEM 19. EXHIBITS
(a) Index to Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID |
| F-2 |
Consolidated Financial Statements: | ||
Audited Consolidated Statements of Financial Position as of December 31, 2022 and 2021 | F-5 | |
F-7 | ||
F-8 | ||
F-9 | ||
F-11 | ||
F-14 | ||
Supplementary Schedules* |
* All other schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto.
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(b) Exhibits
Exhibit No. |
| Exhibit |
1.1 | ||
2.1 | ||
8.1 | ||
10.1 | ||
10.2 | ||
10.3 | Composite Annexes and Exhibits to the Corfo Lease Agreement and the Corfo Project Agreement. | |
12.1 | ||
12.2 | ||
13.1 | ||
13.2 | ||
23.1 | ||
23.2. | ||
23.3 | ||
23.4 | ||
23.5 | ||
23.6 | ||
23.7 | ||
23.8. |
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23.9 | ||
23.10 | ||
23.11 | ||
23.12 | ||
23.13 | Consent of Andrés Fock, SQM, regarding the Mt. Holland Lithium Project Technical Report Summary. | |
96.1 | ||
96.2 | ||
96.3 | ||
96.4 | ||
99.1 | ||
99.2 | ||
101.INS | Inline XBRL Instance Document - The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DER | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Inline Cover Page Interactive Data File – The Cover Page |
The Company will furnish to the Securities and Exchange Commission, upon request, copies of any instruments that define the rights of holders of its long-term debt not filed herewith.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
(CHEMICAL AND MINING COMPANY OF CHILE INC.)
/s/ Gerardo Illanes
Gerardo Illanes G.
Chief Financial Officer
Date: April 25, 2023
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SOCIEDAD QUIMICA Y MINERA DE CHILE S.A. AND SUBSIDIARIES
Index to Consolidated Financial Statements
Contents
| F-2 | |
Consolidated Financial Statements | ||
Audited Consolidated Statements of Financial Position as of December 31, 2022 and 2021 | F-5 | |
F-7 | ||
F-8 | ||
F-9 | ||
F-11 | ||
F-14 |
Ch$ | - | Chilean pesos |
ThCh$ | - | Thousands of Chilean pesos |
US$ | - | United States dollars |
ThUS$ | - | Thousands of United States dollars |
UF | - | The UF is an inflation-indexed, Chilean peso-denominated monetary unit. The UF rate is set daily in advance, based on the change in the Consumer Price Index of the previous month |
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Sociedad Química y Minera de Chile S.A.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Sociedad Química y Minera de Chile S.A. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, changes in equity and, cash flows for each of the three years in the period ended December 31 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15 Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
F-2
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Bulk Inventories Volume
As described in Notes 3.15, 3.34 and 10 to the consolidated financial statements, the Company’s consolidated products in progress and finished products inventories balances at December 31, 2022 amounted to US$591 million and US$1,098 million, respectively, which included bulk inventories amounting to US$ 122 million and US$199 million, respectively. The accounting process the Company uses to record products in progress and finished products bulk inventories volume relies on significant estimates primarily relating to topography measures and product density. To assist in validating the reasonableness of these estimates, management periodically reviews product density and performs cyclical physical inventory during the year and an annual physical inventory.
The principal considerations for our determination that performing procedures relating to the bulk inventories volume is a critical matter are (i) the significant judgment by management in determining the products in progress and finished products bulk inventories volume; (ii) a high degree of auditor judgment, subjectivity, and effort in performing our audit procedures and in evaluating audit evidence related to the estimates made by management; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the estimation of inventories volumes, including controls over management’s physical inventory process and the determination of the product density. These procedures also included, among others, observing management’s physical inventory and assessing rollforward activity between the time of the inventory and year-end. Professionals with specialized skill and knowledge were used to assist in the evaluation of management’s topography measures, assess the reasonableness of management’s determination of the product density and observe management’s annual physical inventory.
Litigation - Environmental, Tax and Legal Contingencies
As described in Notes 3.27, 3.34, and 20 to the consolidated financial statements, provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the obligation amount can be made. No provision for an estimated loss is recorded in the consolidated financial statements for unfavorable outcomes when, after assessing the information available, (i) management concludes that it is not probable that a loss has been incurred in any of the pending litigation; or (ii) management is unable to reliably estimate the loss for any of the pending matters. The Company also
F-3
discloses the contingency in circumstances where management concludes no loss is probable or reliably estimable, but it is reasonably possible that a loss may be incurred.
The principal considerations for our determination that performing procedures relating to the environmental, tax and legal contingencies is a critical audit matter are the significant judgment by management when assessing the likelihood of a loss being incurred and when determining whether a reliable estimate of the loss can be made, which in turn led to a high degree of auditor judgment and effort in evaluating management’s assessment of the loss contingencies associated with environmental, tax and legal matters.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s evaluation of the environmental, tax and legal contingencies, including controls over determining whether a loss is probable and whether the amount of loss can be reliably estimated, as well as consolidated financial statement disclosures. These procedures also included, among others, obtaining and evaluating the letters of audit inquiry with internal and external legal counsels, evaluating the reasonableness of management’s assessment regarding unfavorable outcomes, and evaluating the sufficiency of the Company’s litigation contingency disclosures.
/s/
April 25, 2023
We have served as the Company’s auditor since 2011
F-4
Consolidated Statements of Financial Position
|
| As of |
| As of | ||
December 31, | December 31, | |||||
ASSETS | Note N° | 2022 | 2021 | |||
|
| ThUS$ |
| ThUS$ | ||
Current Assets |
|
|
|
|
|
|
Cash and cash equivalents |
| 9.1 |
| |
| |
Other current financial assets |
| 12.1 |
| |
| |
Other current non-financial assets |
| 16 |
| |
| |
Trade and other receivables, current |
| 12.2 |
| |
| |
Trade receivables due from related parties, current |
| 11.5 |
| |
| |
Current inventories |
| 10 |
| |
| |
Current tax assets |
| 25.1 |
| |
| |
Total current assets other than those classified as held for sale or disposal |
| |
| | ||
Non-current assets or groups of assets classified as held for sale |
| |
| | ||
Total non-current assets held for sale |
| |
| | ||
Total current assets |
| |
| | ||
Non-current assets |
|
|
|
|
|
|
Other non-current financial assets |
| 12.1 |
| |
| |
Other non-current non-financial assets |
| 16 |
| |
| |
Non-current trade receivables |
| 12.2 |
| |
| |
Investments classified using the equity method of accounting |
| 7.1-8.1 |
| |
| |
Intangible assets other than goodwill |
| 14.1 |
| |
| |
Goodwill |
| 14.1 |
| |
| |
Property, plant and equipment, net |
| 15.1 |
| |
| |
Right-of-use assets |
| 13.1 |
| |
| |
Non-current tax assets |
| 25.1 |
| |
| |
Deferred tax assets | 25.3 | | | |||
Total non-current assets |
| |
| | ||
Total assets |
| |
| |
The accompanying notes form an integral part of these consolidated financial statements.
F-5
Consolidated Statements of Financial Position
|
| As of |
| As of | ||
December 31, | December 31, | |||||
Liabilities and Equity | Note N° | 2022 | 2021 | |||
|
| ThUS$ |
| ThUS$ | ||
Current liabilities | ||||||
Other current financial liabilities |
| 12.4 |
| |
| |
Lease liabilities, current |
| 13.2 |
| |
| |
Trade and other payables, current |
| 12.5 |
| |
| |
Other current provisions |
| 18.1 |
| |
| |
Current tax liabilities |
| 25.2 |
| |
| |
Provisions for employee benefits, current |
| 17.1 |
| |
| |
Other current non-financial liabilities |
| 18.3 |
| |
| |
Total current liabilities |
| |
| | ||
Non-current liabilities |
|
|
|
| ||
Other non-current financial liabilities |
| 12.4 |
| |
| |
Non-current lease liabilities |
| 13.2 |
| |
| |
Non-current trade and other payables |
| 12.5 |
| — |
| |
Other non-current provisions |
| 18.1 |
| |
| |
Deferred tax liabilities |
| 25.3 |
| |
| |
Non-current provisions for employee benefits |
| 17.1 |
| |
| |
Total non-current liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Equity |
|
|
|
| ||
Equity attributable to owners of the Parent |
| 19 |
|
|
|
|
Share capital |
| |
| | ||
Retained earnings |
| |
| | ||
Other reserves |
| ( |
| ( | ||
Equity attributable to owners of the Parent |
| |
| | ||
Non-controlling interests |
| |
| | ||
Total equity |
| |
| | ||
Total liabilities and equity |
| |
| |
The accompanying notes form an integral part of these consolidated financial statements.
F-6
Consolidated Statements of Income
For the period from January to December of the year | ||||||||
Consolidated Statements of Income |
| Note N° | 2022 | 2021 | 2020 | |||
|
| ThUS$ |
| ThUS$ |
| ThUS$ | ||
Revenue |
| 21.1 |
| |
| |
| |
Cost of sales |
| 21.2 |
| ( |
| ( |
| ( |
Gross profit |
| |
| |
| | ||
Other income |
| 21.3 |
| |
| |
| |
Administrative expenses |
| 21.4 |
| ( |
| ( |
| ( |
Other expenses |
| 21.5 |
| ( |
| ( |
| ( |
(Impairment) reversal of value of financial assets impairment losses |
| 21.7 |
| |
| ( |
| |
Other gains (losses) |
| 21.6 |
| |
| ( |
| ( |
Profit from operating activities |
| |
| |
| | ||
Finance income |
| 21.10 |
| |
| |
| |
Finance costs |
| 15-21.9 |
| ( |
| ( |
| ( |
Share of profit of associates and joint ventures accounted for using the equity method |
| 7.1-8.1 |
| |
| |
| |
Foreign currency translation differences |
| 24 |
| ( |
| ( |
| ( |
Profit before taxes |
| |
| |
| | ||
Income tax expense |
| 25.3 |
| ( |
| ( |
| ( |
Net profit |
| |
| |
| | ||
Profit attributable to: |
|
|
|
|
|
|
|
|
Profit attributable to Owners of the Parent |
| |
| |
| | ||
Profit attributable to Non-controlling interests |
| |
| |
| | ||
| | | ||||||
Basic earnings per share (US$ per share) | 19.3 | | | | ||||
Diluted earnings per share (US$ per share) | 19.3 |
| |
| |
| | |
The accompanying notes form an integral part of these consolidated financial statements.
F-7
Consolidated Statements of Comprehensive Income
For the period from January to December of the year | ||||||
Consolidated Statements of Comprehensive Income |
| 2022 |
| 2021 |
| 2020 |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Net profit |
| |
| |
| |
Items of other comprehensive income that will not be reclassified to profit for the year, before taxes |
|
|
|
|
|
|
(Losses) gains from measurements of defined benefit plans |
| ( |
| |
| |
Gains (losses) from financial assets measured irrevocably at fair value through other comprehensive income |
| |
| ( |
| |
Total other comprehensive income that will not be reclassified to profit for the year, before taxes |
| ( |
| ( |
| |
Items of other comprehensive income that will be reclassified to profit for the year, before taxes |
|
|
|
|
|
|
Foreign currency exchange gains from joint ventures and associates |
| ( |
| |
| |
Cash flow hedges- effective portion of changes in far value | | ( | ( | |||
Cash flow hedges-reclassified to profit or loss |
| ( |
| |
| ( |
Total other comprehensive income that will be reclassified to profit for the year |
| |
| ( |
| |
Other items of other comprehensive income, before taxes |
| |
| ( |
| |
Income taxes related to items of other comprehensive income that will not be reclassified to profit for the year |
|
|
|
|
|
|
Income tax benefit (expense) relating to measurement of defined benefit pension plans through other comprehensive income |
| |
| ( |
| ( |
Income tax benefit (expense) relating to (losses) gains on financial assets measured irrevocably at fair value through other comprehensive income |
| ( |
| |
| ( |
Total income tax benefit (expense) relating to components of other comprehensive income that will be not reclassified to profit for the year |
| |
| |
| ( |
Income taxes relating to components of other comprehensive income that will be reclassified to profit for the year |
|
|
|
|
|
|
Income tax benefit (expense) related to (losses) gains on cash flow hedges |
| ( |
| |
| |
Total income tax benefit (expense) relating to components of other comprehensive income that will be reclassified to profit for the year |
| ( |
| |
| |
Total other comprehensive income |
| |
| ( |
| |
Total comprehensive income |
| |
| |
| |
Comprehensive income attributable to |
|
|
|
|
|
|
Comprehensive income attributable to owners of the parent |
| |
| |
| |
Comprehensive income attributable to non-controlling interest |
| |
| |
| |
| |
| |
| | |
See note 19.
The accompanying notes form an integral part of these consolidated financial statements.
F-8
Consolidated Statements of Cash Flows
|
| For the period from January to December of the year | ||||||
Consolidated Statements of Cash Flows | Note N° |
| 2022 |
| 2021 |
| 2020 | |
|
| ThUS$ |
| ThUS$ |
| ThUS$ | ||
Cash flows generated from (used in) operating activities |
|
|
| |||||
Classes of cash receipts generated from operating activities |
|
|
|
|
|
| ||
Cash receipts from sales of goods and rendering of services |
|
| |
| |
| | |
Cash receipts from premiums and benefits, annuities and other benefits from policies entered |
|
| |
| |
| | |
Cash receipts derived from sub-leases |
|
| |
| |
| | |
Classes of Payments |
|
|
|
|
|
|
| |
Cash payments to suppliers for the provision of goods and services |
|
| ( |
| ( |
| ( | |
Cash payments relating to variable leases |
|
| ( |
| ( |
| ( | |
Other payments related to operating activities |
|
| ( |
| ( |
| ( | |
Net cash generated from operating activities |
|
| |
| |
| | |
Dividends received |
|
| |
| |
| | |
Interest paid |
|
| ( |
| ( |
| ( | |
Interest paid on lease liabilities |
|
| ( |
| ( |
| ( | |
Interest received |
|
| |
| |
| | |
Income taxes paid |
|
| ( |
| ( |
| ( | |
Other cash inflows (1) |
|
| |
| |
| | |
Net cash generated from operating activities |
|
| |
| |
| | |
Cash flows generated from (used in) investing activities |
|
|
|
|
|
|
| |
Proceeds from the sale of equity instruments |
|
| |
| |
| | |
Cash flows arising from the loss/gain of control of subsidiaries and other businesses |
|
| — |
| |
| | |
Proceeds from the sale of property, plant and equipment |
|
| |
| |
| | |
Other payments to acquire interest in joint ventures |
|
| |
| |
| ( | |
Cash flows proceeds from the sale of interest in joint ventures |
|
| — |
| |
| | |
Acquisition of property, plant and equipment |
|
| ( |
| ( |
| ( | |
Proceeds from sales of intangible assets |
|
| |
| |
| | |
Proceeds (payments) related to futures, forward options and swap contracts |
|
| |
| |
| ( | |
Purchases of intangible assets |
|
| — |
| |
| ( | |
Loans from / to related parties |
|
| |
| |
| ( | |
Purchase of other long-term assets |
|
| ( |
| ( |
| | |
Other cash (outflows) inflows (2) (3) |
|
| ( |
| ( |
| | |
Cash flow used in investing activities |
|
| ( |
| ( |
| ( | |
| (1) | Other inflows (outflows) of cash from operating activities include net increases (decreases) of value added tax, banking expenses, expenses associated with obtaining loans and taxes associated with interest payments. |
| (2) | Other inflows (outflows) of cash include investments and redemptions of time deposits and other financial instruments that do not qualify as cash and cash equivalent in accordance with IAS 7, paragraph 7, since they mature in more than 90 days from the original investment date. |
| (3) | Other inflows (outflows) of cash from investing activities include guarantees deposits described in note 12.2. |
The accompanying notes form an integral part of these consolidated financial statements.
F-9
Consolidated Statements of Cash Flows
|
| For the period from January to December of the year | ||||||
Consolidated Statements of Cash Flows | Note N° | 2022 | 2021 | 2020 | ||||
ThUS$ | ThUS$ | ThUS$ | ||||||
Cash flows generated from (used in) financing activities |
|
|
| |||||
Repayment of lease liabilities |
|
| ( | ( | ( | |||
Proceeds from long-term loans |
|
| | | | |||
Receipts from short-term loans | | — | — | |||||
Payment of borrowings |
|
| ( | ( | ( | |||
Payment of dividends |
|
| ( | ( | ( | |||
Capital stock increase |
|
| — | | — | |||
Net cash flow (used in) generated from financing activities |
|
| ( | | ( | |||
Net increase in cash and cash equivalents before the effect of changes in the exchange rate |
|
| | | ( | |||
Effects of exchange rate fluctuations on cash and cash equivalents |
|
| ( | ( | ( | |||
Increase in cash and cash equivalents |
|
| | | ( | |||
Cash and cash equivalents at beginning of year |
|
| | | | |||
Cash and cash equivalents at end of year |
| 9 | |
| |
| | |
The accompanying notes form an integral part of these consolidated financial statements.
F-10
Consolidated Statements of Changes in Equity
Actuarial | ||||||||||||||||||||||||
Gains and | gains and | |||||||||||||||||||||||
Foreign | losses from | losses from | Accumulated | Equity | ||||||||||||||||||||
currency | financial | defined | other | Other | attributable | Non- | ||||||||||||||||||
Consolidated Statements of | translation | Hedge | assets | benefit plans | comprehensive | miscellaneous | Total | Retained | to owners of | controlling | ||||||||||||||
Changes in Equity | Share capital | reserves | reserves | reserve | reserve | income | reserves | reserves | earnings | the Parent | interests | Total Equity | ||||||||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
|
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ||
Equity at January 1, 2022 |
| |
| ( |
| ( |
| ( |
| ( |
| ( | |
| ( |
| |
| |
| |
| | |
Net profit |
| |
| |
| |
| |
| |
| — | |
| |
| |
| |
| |
| | |
Other comprehensive income |
| |
| ( |
| |
| |
| ( |
| | |
| |
| |
| |
| ( |
| | |
Comprehensive income |
| |
| ( |
| |
| |
| ( |
| | |
| |
| |
| |
| |
| | |
Dividends (1) |
| |
| |
| |
| |
| |
| — | |
| |
| ( |
| ( |
| ( |
| ( | |
Other (decreases) in equity |
| |
| |
| |
| |
| |
| — | ( |
| ( |
| |
| ( |
| |
| ( | |
Total changes in equity |
| |
| ( |
| |
| |
| ( |
| | ( |
| |
| |
| |
| |
| | |
Equity as of December 31, 2022 |
| |
| ( |
| ( |
| ( |
| ( |
| ( | |
| ( |
| |
| |
| |
| |
Actuarial | ||||||||||||||||||||||||
Gains and | gains and | |||||||||||||||||||||||
Foreign | losses from | losses from | Accumulated | Equity | ||||||||||||||||||||
currency | financial | defined | other | Other | attributable | Non- | ||||||||||||||||||
Consolidated Statements of | translation | Hedge | assets | benefit plans | comprehensive | miscellaneous | Total | Retained | to owners of | controlling | ||||||||||||||
Changes in Equity | Share capital | reserves | reserves | reserve | reserve | income | reserves | reserves | earnings | the Parent | interests | Total Equity | ||||||||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
|
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ||
Equity at January 1, 2021 |
| |
| ( |
| |
| |
| ( |
| ( | |
| |
| |
| |
| |
| | |
Net profit |
| |
| |
| |
| |
| |
| — | |
| |
| |
| |
| |
| | |
Other comprehensive income |
| |
| |
| ( |
| ( |
| |
| ( | |
| ( |
| |
| ( |
| |
| ( | |
Comprehensive income |
| |
| |
| ( |
| ( |
| |
| ( | |
| ( |
| |
| |
| |
| | |
Sale of equity instruments irrevocably recognized in OCI |
| |
| |
| |
| ( |
| |
| ( | |
| ( |
| |
| |
| |
| — | |
Dividends (1) |
| |
| |
| |
| |
| |
| — | |
| |
| ( |
| ( |
| ( |
| ( | |
Capital stock increase |
| |
| |
| |
| |
| |
| — | |
| |
| |
| |
| |
| | |
Other (decreases) in equity |
| |
| |
| |
| |
| |
| — | ( |
| ( |
| |
| ( |
| |
| ( | |
Total changes in equity |
| |
| |
| ( |
| ( |
| |
| ( | ( |
| ( |
| |
| |
| ( |
| | |
Equity as of December 31, 2021 |
| |
| ( |
| ( |
| ( |
| ( |
| ( | |
| ( |
| |
| |
| |
| |
|
|
|
|
| Actuarial |
|
|
|
|
|
| |||||||||||||
Gains and | gains and | |||||||||||||||||||||||
Foreign | losses from | losses from | Accumulated | Equity | ||||||||||||||||||||
currency | financial | defined | other | Other | attributable | Non- | ||||||||||||||||||
Consolidated Statements of | translation | Hedge | assets | benefit plans | comprehensive | miscellaneous | Total | Retained | to owners of | controlling | ||||||||||||||
Changes in Equity |
| Share capital |
| reserves |
| reserves |
| reserve |
| reserve |
| income | reserves |
| reserves |
| earnings |
| the Parent |
| interests |
| Total Equity | |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ |
| ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||
Equity at January 1, 2020 |
| |
| ( |
| |
| ( |
| ( |
| ( | |
| ( |
| |
| |
| |
| | |
Net profit |
| |
| |
| |
| |
| |
| — | |
| |
| |
| |
| |
| | |
Other comprehensive income |
| |
| |
| ( |
| |
| |
| | |
| |
| |
| |
| ( |
| | |
Comprehensive income |
| |
| |
| ( |
| |
| |
| | |
| |
| |
| |
| |
| | |
Dividends (1) |
| |
| |
| |
| |
| |
| — | |
| |
| ( |
| ( |
| ( |
| ( | |
Other (decrease) increases in equity |
| |
| |
| |
| |
| |
| — | |
| |
| |
| |
| ( |
| ( | |
Total changes in equity |
| |
| |
| ( |
| |
| |
| | |
| |
| |
| |
| ( |
| | |
Equity as of December 31, 2020 |
| |
| ( |
| |
| |
| ( |
| ( | |
| |
| |
| |
| |
| |
| (1) | See Note 19.7 |
F-11
Glossary
The Following capitalized terms in these financial statements (including their notes) will have the following meaning:
“ADS’’ American Depositary Shares;
“Board” The Company’s Board of Directors;
“CAM’’ Arbitration and Mediation Center of the Santiago Chamber of Commerce;
“CCHEN’’ Chilean Nuclear Energy Commission;
“CCS’’ cross currency swap;
“CINIIF’’ International Financial Reporting Interpretations Committee;
“CMF’’ Financial Market Commission;
“Company” Sociedad Química y Minera de Chile S.A.;
“Corfo” Chilean Economic Development Agency;
“Corporate Governance Committee’’ The Company’s Corporate Governance Committee;
“Corporate Law’’ Law No. 18,046 on corporations;
“CPI” Consumer Price Index
“DCV’’ Central Securities Depository;
“DGA’’ General Directorate of Water Resources;
“Directors’ Committee” The Company’s Directors’ Committee;
“Dollar’’ or “US$’’ Dollars of the United States of America;
“DPA’’ Deferred Prosecution Agreement;
“FNE’’ Chilean National Economic Prosecutor’s Office;
“Health, Safety and Environment Committee’’ The Company’s Health, Safety and Environment Committee;
“IAS” International Accounting Standard;
“IASB’’ International Accounting Standards Board;
“IFRIC’’ International Financial Reporting Interpretations Committee;
“IFRS” International Financial Reporting Standard;
“ILO” International Labour Organization;
“IRS” interest rate swap;
F-12
“Lease Agreement’’ the mining concessions lease agreement signed by SQM Salar and Corfo in 1993, as subsequently amended;
“Management’’ the Company’s management;
“MUS$’’ millions of Dollars;
“Pampa Group’’ Jointly Sociedad de Inversiones Pampa Calichera S.A., Potasios de Chile S.A. and Inversiones Global Mining Chile Limitada;
“Pesos’’ or “Ch$” Chilean pesos, legal tender in Chile;
“PFIC’’ Passive foreign investment company;
“Project Agreement” project agreement for the Salar de Atacama signed by Corfo and SQM Salar in 1993, as subsequently amended;
“SEC’’ Securities and Exchange Commission;
“Securities Market Law” Securities Market Law No. 18,045;
“Sernageomin” Chilean National Geology and Mining Service;
“SIC’’ Standard Interpretations Committee;
“SII” Chilean Internal Revenue Service;
“SMA” Environmental Superintendent’s Office;
“SOFR” Secured overnight financing rate;
“SQM Group’’ The corporate group composed of the Company and its subsidiaries
“SQM Industrial” SQM Industrial S.A.;
“SQM NA” SQM North America Corporation;
“SQM Nitratos” SQM Nitratos S.A.;
“SQM Potasio” SQM Potasio S.A.;
“SQM Salar” SQM Salar S.A.;
“SSI’’ Staff severance indemnities;
“ThUS$’’ thousands of Dollars;
“Tianqi” Tianqi Lithium Corporation;
“UF” Unidad de Fomento (a Chilean Peso based inflation indexed currency unit);
“United States” United States of America;
“WHO” World Health Organization;
F-13
Note 1Identification and activities of the Company and Subsidiaries
1.1Historical background
Sociedad Química y Minera de Chile S.A. (the “Company” or “SQM”) is an open stock corporation organized under the laws of the Republic of Chile and its Chilean Tax Identification Number is 93.007.000-9.
The Company was incorporated through a public deed dated June 17, 1968 by the public notary of Santiago Mr. Sergio Rodríguez Garcés. Its existence was approved by Decree No. 1,164 of June 22, 1968 of the Ministry of Finance, and it was registered on June 29, 1968 in the Registry of Commerce of Santiago, on page 4,537 No. 1,992. SQM’s headquarters are located at El Trovador 4285, Floor 6, Las Condes, Santiago, Chile, The Company’s telephone number is +(56 2) 2425-2000.
The Company is registered in the CMF under number 184 of March 18, 1983 and is therefore subject to oversight by that entity.
1.2Main domicile where the Company performs its production activities
The Company’s main domiciles are: Calle Dos Sur plot No. 5 - Antofagasta; Arturo Prat 1060 - Tocopilla; Administration Building w/n - Maria Elena; Administration Building w/n Pedro de Valdivia - María Elena, Anibal Pinto 3228 - Antofagasta, Kilometer 1378 Ruta 5 Norte Highway - Antofagasta, Coya Sur Plant w/n - Maria Elena, kilometer 1760 Ruta 5 Norte Highway - Pozo Almonte, Salar de Atacama (Atacama Saltpeter deposit) potassium chloride plant w/n - San Pedro de Atacama, potassium sulfate plant at Salar de Atacama w/n – San Pedro de Atacama, Minsal Mining Camp w/n CL Plant CL, Potassium– San Pedro de Atacama, formerly the Iris Saltpeter office w/n, Commune of Pozo Almonte, Iquique, Level 1 and 225 Dt Georges Tce Perth WA 6000, Australia.
1.3Codes of main activities
The codes of the main activities as established by the CMF, as follows:
| ● | 1700 (Mining) |
| ● | 2200 (Chemical products) |
| ● | 1300 (Investment) |
1.4Description of the nature of operations and main activities
The products of the Company are mainly derived from mineral deposits found in northern Chile where mining takes place and caliche and brine deposits are processed.
| (a) | Specialty plant nutrition: Four main types of specialty plant nutrients are produced: potassium nitrate, sodium nitrate, sodium potassium nitrate and specialty blends. In addition, other specialty fertilizers are sold including third party products. |
| (b) | Iodine: The Company produces iodine and iodine derivatives, which are used in a wide range of medical, pharmaceutical, agricultural and industrial applications, including x-ray contrast media, polarizing films for LCD and LED, antiseptics, biocides and disinfectants, in the synthesis of pharmaceuticals, electronics, pigments and dye components. |
| (c) | Lithium: The Company produces lithium carbonate, which is used in a variety of applications, including electrochemical materials for batteries, frits for the ceramic and enamel industries, and it is an important ingredient in the manufacture of gunpowder, heat-resistant glass (ceramic glass), air conditioning chemicals, continuous casting powder for steel extrusion, primary aluminum smelting process, pharmaceuticals and lithium derivatives. We are also a leading supplier of lithium hydroxide, which is primarily used as an input for the lubricating greases industry and for certain cathodes for batteries. |
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| (d) | Industrial chemicals: The Company produces three industrial chemicals: sodium nitrate, potassium nitrate and potassium chloride. Sodium nitrate is used primarily in the production of glass, explosives, and metal treatment. Potassium nitrate is used in the manufacturing of specialty glass, and it is also an important raw material to produce of frits for the ceramics and enamel industries. Solar salts, a combination of potassium nitrate and sodium nitrate, are used as a thermal storage medium in concentrated solar power plants. Potassium chloride is a basic chemical used to produce potassium hydroxide, and it is also used oil drilling, and to produce carrageenan. |
| (e) | Potassium: The Company produces potassium chloride and potassium sulfate from brines extracted from the Salar de Atacama. Potassium chloride is a commodity fertilizer used to fertilize a variety of crops including corn, rice, sugar, soybean and wheat. Potassium sulfate is a specialty fertilizer used mainly in crops such as vegetables, fruits and industrial crops. |
| (f) | Other products and services: The Company also sells other fertilizers and blends, some of which we do not produce, mainly potassium nitrate, potassium sulfate and potassium chloride. This business line also includes revenue from commodities, services, interests, royalties and dividends. |
1.5Other background
| (a) | Employees |
As of December 31, 2022, and 2021, the workforce was as follows:
As of December 31, 2022 | As of December 31, 2021 | |||||||||||
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| Other |
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| Other |
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Employees | SQM S.A. |
| subsidiaries | Total | SQM S.A. |
| subsidiaries | Total | ||||
Executives |
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Professionals |
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Technicians and operators |
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Overall total |
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As of December 31, 2022 | As of December 31, 2021 | |||||||||||
| Other |
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Place of work | SQM S.A. |
| subsidiaries | Total | SQM S.A. |
| subsidiaries | Total | ||||
In Chile |
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Outside Chile |
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Overall total |
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(b)Main shareholders
As of December 31, 2022, there were
The following table shows information about the main shareholders of the Company’s Series A or Series B shares in circulation as of December 31, 2022 and 2021, in line with information provided by the DCV, with respect to each shareholder that, to our knowledge, owns more than
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information is derived from our registry and reports managed by the DCV and informed to the CMF and the Chilean Stock Exchange:
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| % of Series A |
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| % of Series B |
| % of total |
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Shareholders as of December 31, 2022 | No. of Series A | shares | No. of Series B | shares | shares |
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The Bank of New York Mellon, ADRs |
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Inversiones TLC SpA (1) |
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Sociedad de Inversiones Pampa Calichera S.A. (2) |
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Potasios de Chile S.A. |
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Banco de Chile via State Street |
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AF Habitad S.A. |
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Inv. Global Mining (Chile) Ltda. |
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Banco Santander via foreign investor accounts |
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AFP Cuprum S.A. |
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Banco de Chile non-resident third party accounts |
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AF Capital S.A. |
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AFP Provida S.A. |
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| % of Series A |
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| % of total |
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Shareholders as of December 31, 2021 | No. of Series A | shares | No. of Series B | shares | shares |
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Inversiones TLC SpA (1) |
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The Bank of New York Mellon, ADRs |
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Sociedad de Inversiones Pampa Calichera S.A. (2) |
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Potasios de Chile S.A. |
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Inversiones Global Mining (Chile) Limitada |
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Banco de Chile via State Street |
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Banco Santander via foreign investor accounts |
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Banco de Chile non-resident third party accounts |
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Bando de Chile vi a Citi NA New York Clients |
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Inversiones la Esperanza de Chile Limitada |
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Larraín Vial S.A. Corredora de Bolsa |
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AFP Habitat S.A. for Pension Fund C |
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| (1) | As reported by DCV, which records the Company’s shareholders’ register as of December 31, 2022 and 2021 Inversiones TLC SpA, a subsidiary wholly owned by Tianqi Lithium Corporation, is the direct owner of |
| (2) | As of December 31, 2021, Sociedad de Inversiones Pampa Calichera S.A. has |
1.6Capital stock increase
On April 28, 2021, the Company completed a US$
F-16
preemptive rights offerings. The remaining
As of April 28, 2021, contributed capital is US$
Note 2Basis of presentation for the consolidated financial statements
2.1Accounting period
These consolidated financial statements cover the following periods:
| (a) | Consolidated Statements of Financial Position as of December 31, 2022 and 2021. |
| (b) | Consolidated Statements of Income from January 1 to December 31, 2022, 2021 and 2020. |
| (c) | Consolidated Statements of Comprehensive Income from January 1 to December 31, 2022, 2021 and 2020. |
| (d) | Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020. |
| (e) | Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020. |
2.2Consolidated financial statements
The consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with IFRS as issued by the IASB and they represent the full, explicit and unreserved adoption of IFRS.
These consolidated financial statements fairly present the Company’s financial position, as of December 31, 2022 and 2021, the comprehensive results of operations, changes in equity and cash flows occurring for the three years ended December 31, 2022, 2021 and 2020.
IFRS establish certain alternatives for their application, those applied by the Company are detailed in this Note and Note 3.
The accounting policies used in the preparation of these consolidated financial statements comply with each IFRS in force at their date of presentation.
The Company has revised its consolidated statement of financial position as of December 31, 2021 to correct the presentation of deferred tax assets and liabilities as follows(see Note 25.3).
Original balances | Balances | |||||
| reported as of |
| Reclassification |
| reclassified as of | |
Items | December 31, 2021 | December 31, 2021 | ||||
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Deferred tax assets |
| — |
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Deferred tax liabilities |
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This revision is not considered material to the previously issued financial statements.
2.3Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following:
| (a) | Inventories are recorded at the lower of cost and net realizable value. |
| (b) | Financial derivatives measured at fair value. |
| (c) | Certain financial investments measured at fair value with an offsetting entry in other comprehensive income. |
F-17
2.4Accounting pronouncements
New accounting pronouncements
(a) | The following standards, interpretations and amendments are mandatory for the first time for annual periods beginning on January 1, 2022: |
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| Mandatory for annual periods | ||
Amendments and improvements |
| Description | beginning on or after | |
Reference the Conceptual Framework, amendments to IFRS 3 |
| Minor changes were made to the IFRS 3 “Business Combinations” to update the references to the conceptual framework for financial reporting without changing the requirements for business combinations. |
| 01-01-2022 |
Amendment to IAS 16, "Property, Plant and Equipment." |
| Prohibits a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. |
| 01-01-2022 |
Amendment to IAS 37, "Provisions, Contingent Liabilities and Contingent Assets". | Clarifies for onerous contracts what unavoidable costs a company must include to evaluate whether a contract generates losses. | 01-01-2022 | ||
Annual Improvements to IFRS Standards 2018-2020 The following improvements were finalized in May 2020: | ||||
IFRS 9 Financial Instruments. | Clarifies what fees must be included in the "10 percent" test when evaluating whether to derecognize a financial liability | 01-01-2022 | ||
IFRS 16 Leases | The amendment to illustrative example 13 removes the illustration of the reimbursement of improvements to the leased asset made by the lessor to resolve any potential confusion in the treatment of lease incentives. | 01-01-2022 |
Management determined that the adoption of the aforementioned standards, amendments and interpretations did not significantly impact the company’s consolidated financial statements.
F-18
| (b) | Standards, interpretations and amendments issued that had not become effective for financial statements beginning on January 1, 2022 and which the Company has not adopted early are as follows: |
Mandatory for annual periods | ||||
Standards and Interpretations |
| Description |
| beginning on or after |
Amendment to IAS 1 “Presentation of financial statements” on classification of liabilities. | These amendments clarify that the liabilities will be classified as current or non-current depending on the rights that exist at the close of the reporting period. The classification is not affected by the expectations of the entity or the events subsequent to the report date (for example, the receipt of a waiver or noncompliance with the pact). The amendment also clarifies what IAS 1 means when referring to “liquidation” of a liability. The amendment must be applied retroactively in accordance with IAS 8. Effective date of application January 1, 2022; however, such date was deferred to January 1, 2024. | 01-01-2024 | ||
Amendment to IAS 1 “Non-current liabilities with covenants”. | The amendment is aimed at improving the information that an entity provides when the payment terms of its liabilities can be deferred depending on compliance with covenants within the twelve months following the date of issue of the financial statements. | 01-01-2024 | ||
Amendments to IFRS 16 “Leases” | On sales with leaseback, which explains how an entity should recognize the rights to use the asset and how the profits or losses from the sale and leaseback should be recognized in the financial statements. | 01-01-2024 | ||
Amendments to IAS 1: “Presentation of the Financial Statements” and IAS 8 “Accounting policies, changes in accounting estimates and errors”. | The amendments are intended to improve disclosures of accounting policies and to help users of financial statements distinguish between changes in accounting estimates and changes in accounting policies. | 01-01-2023 | ||
Amendment to IAS 12 - Deferred taxes related to assets and liabilities that arise from a single transaction. | These amendments require companies to recognize deferred taxes on transactions that result in equal amounts in taxable and deductible temporary differences in the initial recognition. | 01-01-2023 | ||
Amendment to IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures”, Published in September 2014. | These amendments address an inconsistency between the requirements in IFRS 10 and those in IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business -whether it is housed in a subsidiary or not. A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. | undetermined |
Management believes that the adoption of the above standards, amendments and interpretations will not have a significant impact on the Company’s financial statements.
2.5Basis of consolidation
| (a) | Subsidiaries |
The Company established control as the basis of consolidation of its financial statements. The Company controls a subsidiary when it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary.
The consolidation of a subsidiary starts when the Group controls it and it is no longer included in the consolidation when this control is lost.
Subsidiaries are consolidated through a line by line method, adding items that represent assets, liabilities, income and expenses with a similar content, and eliminating operations between companies within the SQM Group.
F-19
Results for dependent companies acquired or disposed of during the period are included in the consolidated accounts from the date on which control is transferred to the SQM Group or until the date when this control ends, as relevant.
To account for an acquisition of a business, the Company uses the acquisition method. Under this method, the acquisition cost is the fair value of assets delivered, equity securities issued, and incurred or assumed liabilities at the date of exchange. Assets, liabilities and contingencies identifiable assumed in a business combination are measured initially at fair value at the acquisition date. For each business combination, the Company will measure the non-controlling interest of the acquiree either at fair value or as proportional share of net identifiable assets of the acquire.
The following tables lists the principal subsidiaries controlled by the Group as of December 31,2022:
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| Country of |
| Functional | Ownership Interest | ||||||||
Subsidiaries | TAX ID No. | Address | Incorporation |
| Currency | Direct | Indirect | Total | ||||||
SQM Nitratos S.A. |
| 96.592.190-7 |
| El Trovador 4285, Las Condes |
| Chile | Dollar | |||||||
SQM Potasio S.A. |
| 96.651.060-9 |
| El Trovador 4285, Las Condes |
| Chile | Dollar | |||||||
Serv. Integrales de Tránsito y Transf. S.A. | 79.770.780-5 | Arturo Prat 1060, Tocopilla | Chile | Dollar | ||||||||||
Isapre Norte Grande Ltda. | 79.906.120-1 | Aníbal Pinto 3228, Antofagasta | Chile | Peso | ||||||||||
Ajay SQM Chile S.A. | 96.592.180-K | Av. Pdte. Eduardo Frei 4900, Santiago | Chile | Dollar | - | |||||||||
Almacenes y Depósitos Ltda. | 79.876.080-7 | El Trovador 4285, Las Condes | Chile | Peso | ||||||||||
SQM Salar S.A. | 79.626.800-K | El Trovador 4285, Las Condes | Chile | Dollar | ||||||||||
SQM Industrial S.A. | 79.947.100-0 | El Trovador 4285, Las Condes | Chile | Dollar | ||||||||||
Exploraciones Mineras S.A. | 76.425.380-9 | El Trovador 4285, Las Condes | Chile | Dollar | ||||||||||
Sociedad Prestadora de Servicios de Salud Cruz del Norte S.A. | 76.534.490-5 | Aníbal Pinto 3228, Antofagasta | Chile | Peso | - | |||||||||
Soquimich Comercial S.A. | 79.768.170-9 | El Trovador 4285, Las Condes | Chile | Dollar | - | |||||||||
Comercial Agrorama Ltda. (1) | 76.064.419-6 | El Trovador 4285, Las Condes | Chile | Dollar | - | |||||||||
Comercial Hydro S.A. | 96.801.610-5 | El Trovador 4285, Las Condes | Chile | Dollar | - | |||||||||
Agrorama S.A. | 76.145.229-0 | El Trovador 4285, Las Condes | Chile | Dollar | - | |||||||||
Orcoma Estudios SPA | 76.359.919-1 | Apoquindo 3721 OF 131, Las Condes | Chile | Dollar | - | |||||||||
Orcoma SPA | 76.360.575-2 | Apoquindo 3721 OF 131, Las Condes | Chile | Dollar | - | |||||||||
SQM MaG SpA | 76.686.311-9 | Los Militares 4290, Las Condes | Chile | Dollar | - | |||||||||
Sociedad Contractual Minera Búfalo | 77.114.779-8 | Los Militares 4290, Las Condes | Chile | Dollar | ||||||||||
SQM North America Corp. | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta, GA | United States of America | Dollar | ||||||||||
RS Agro Chemical Trading Corporation A.V.V. | Foreign | Caya Ernesto O. Petronia 17, Orangestad | Aruba | Dollar | ||||||||||
Nitratos Naturais do Chile Ltda. | Foreign | Al. Tocantis 75, 6° Andar, Conunto 608 Edif. West Gate, Alphaville Barureri, CEP 06455-020, Sao Paulo | Brazil | Dollar | - | |||||||||
SQM Corporation N.V. | Foreign | Pietermaai 123, P.O. Box 897, Willemstad, Curacao | Curacao | Dollar | ||||||||||
SQM Perú S.A. (2) | Foreign | Avenida Camino Real N° 348 of. 702, San Isidro, Lima | Perú | Dollar | ||||||||||
SQM Ecuador S.A. | Foreign | Av. José Orrantia y Av. Juan Tanca Marengo Edificio Executive Center Piso 2 Oficina 211 | Ecuador | Dollar | ||||||||||
SQM Brasil Ltda. | Foreign | Al. Tocantis 75, 6° Andar, Conunto 608 Edif. West Gate, Alphaville Barureri, CEP 06455-020, Sao Paulo | Brazil | Dollar | ||||||||||
SQMC Holding Corporation. | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta | United States of America | Dollar | ||||||||||
SQM Japan Co. Ltd. | Foreign | From 1st Bldg 207, 5-3-10 Minami- Aoyama, Minato-ku, Tokio | Japan | Dollar | ||||||||||
| (1) | has control over the administration of Comercial Agrorama Ltda. |
| (2) | SQM Perú has been liquidated as of December 31, 2022. |
F-20
|
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| Country of |
| Functional | Ownership Interest | ||||||||
Subsidiaries | TAX ID No. | Address | Incorporation |
| Currency | Direct | Indirect | Total | ||||||
SQM Europe N.V. |
| Foreign |
| Houtdok-Noordkaai 25a B-2030 Amberes |
| Belgium | Dollar | |||||||
SQM Indonesia S.A. |
| Foreign |
| Perumahan Bumi Dirgantara Permai, Jl Suryadarma Blok Aw No 15 Rt 01/09 17436 Jatisari Pondok Gede |
| Indonesia | Dollar | - | ||||||
North American Trading Company | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta, GA | United States of America | Dollar | - | |||||||||
SQM Virginia LLC | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta, GA | United States of America | Dollar | - | |||||||||
SQM Comercial de México S.A. de C.V. | Foreign | Av. Moctezuma 144-4 Ciudad del Sol. CP 45050, Zapopan, Jalisco México | México | Dollar | ||||||||||
SQM Investment Corporation N.V. | Foreign | Pietermaai 123, P.O. Box 897, Willemstad, Curacao | Curacao | Dollar | ||||||||||
Royal Seed Trading Corporation A.V.V. | Foreign | Caya Ernesto O. Petronia 17, Orangestad | Aruba | Dollar | ||||||||||
SQM Lithium Specialties Limited Partnership | Foreign | 2727 Paces Ferry Road, Building Two, Suite 1425, Atlanta, GA | United States of America | Dollar | - | |||||||||
Comercial Caimán Internacional S.A. | Foreign | Edificio Plaza Bancomer | Panamá | Dollar | - | |||||||||
SQM France S.A. | Foreign | ZAC des Pommiers 27930 FAUVILLE | France | Dollar | - | |||||||||
Administración y Servicios Santiago S.A. de C.V. | Foreign | Av. Moctezuma 144-4 Ciudad del Sol, CP 45050, Zapopan, Jalisco México | México | Dollar | - | |||||||||
SQM Nitratos México S.A. de C.V. | Foreign | Av. Moctezuma 144-4 Ciudad del Sol, CP 45050, Zapopan, Jalisco México | México | Dollar | - | |||||||||
Soquimich European Holding B.V. | Foreign | Luna Arena, Herikerbergweg 238 1101 CM Amsterdan | Holland | Dollar | - | |||||||||
SQM Iberian S.A. | Foreign | Provenza 251 Principal 1a CP 08008, Barcelona | Spain | Dollar | - | |||||||||
SQM África Pty Ltd. | Foreign | Tramore House, 3 Wterford Office Park, Waterford Drive, 2191 Fourways, Johannesburg | South Africa | Dollar | - | |||||||||
SQM Oceanía Pty Ltd. | Foreign | Level 9, 50 Park Street, Sydney NSW 2000, Sydney | Australia | Dollar | - | |||||||||
SQM Beijing Commercial Co. Ltd. | Foreign | Room 1001C, CBD International Mansion N 16 Yong An Dong Li, Jian Wai Ave Beijing 100022, P.R. | China | Dollar | - | |||||||||
SQM Thailand Limited | Foreign | Unit 2962, Level 29, N° 388, Exchange Tower Sukhumvit Road, Klongtoey Bangkok | Thailand | Dollar | - | |||||||||
SQM Colombia SAS | Foreign | Cra 7 No 32 – 33 piso 29 Pbx: (571) 3384904 Fax: (571) 3384905 Bogotá D.C. – Colombia. | Colombia | Dollar | - | |||||||||
SQM Australia PTY | Foreign | Level 16, 201 Elizabeth Street Sydney | Australia | Dollar | - | |||||||||
SQM International N.V. | Foreign | Houtdok-Noordkaai 25a B-2030 Amberes | Belgium | Dollar | ||||||||||
SQM (Shanghai) Chemicals Co. Ltd. | Foreign | Room 4703-33, 47F, No.300 Middle Huaihai Road, Huangpu district, Shanghai | China | Dollar | - | |||||||||
SQM Korea LLC | Foreign | Suite 22, Kyobo Building, 15th Floor, 1 Jongno Jongno-gu, Seoul, 03154 South Korea | Korea | Dollar | - | |||||||||
SQM Holland B.V. | Foreign | Herikerbergweg 238, 1101 CM Amsterdam Zuidoost | Holland | Dollar | - | |||||||||
2.6Investments in associates and joint ventures
Investments in joint arrangements are classified as joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement.
| (a) | Joint operations |
The Company recognizes its direct right to the assets, liabilities, income and expenses of the joint arrangement.
| (b) | Joint ventures and investments in associates |
Interests in companies over which joint control is exercised (joint ventures) or where an entity has significant influence (associates) are recognized using the equity accounting method. Significant influence is presumed when the investor owns over 20% of the investee’s share capital. The investment is recognized using this method in the statement of financial position at cost plus changes subsequent to acquisition and includes the proportional share of the associate’s equity. For these purposes, the percentage interest in the associate is used. The associated acquired goodwill is included in the investee’s book value and is not amortized. The debit or credit to the income statement reflects the proportional share of the profit or loss of the associate.
Unrealized gains from transactions with joint ventures or associates are eliminated in accordance with the Company’s percentage interest in such entities. Any unrealized losses are also eliminated, unless that transaction provides evidence that the transferred asset is impaired.
Changes in associate’s or joint ventures equity are recognized proportionally with a charge or credit to "Other Reserves" and are classified according to their origin. The reporting dates of the associate or joint ventures, the Company and related policies are similar for equivalent transactions and events in similar circumstances. In the event that significant influence is lost, or the investment is sold, or held for sale, the equity method is suspended, not recognizing the proportional share of the gain or loss. If the resulting value under the equity method is negative, the share of profit or loss is reflected as zero in the consolidated financial statements, unless there is a commitment by the Company to restore the capital position of the Company, in which case the related risk provision and expense are recorded.
F-21
Dividends received by these companies are recorded by reducing the value of the investment and are shown in cash flows from operating activities, and the proportional share of the gain or loss recognized in accordance with the equity method is included in the consolidated income statement under "Share of Gains (Losses) of Associates and Joint Ventures Accounted for Using the Equity Method’’.
Note 3Significant accounting policies
3.1 | Classification of balances as current and non-current |
In the consolidated statement of financial position, balances are classified in consideration of their recovery (maturity) dates; i.e., those maturing within a period equal to or less than 12 months are classified as current counted from the closing date of the consolidated financial statements and those with maturity dates exceeding the aforementioned period are classified as non-current.
The exception to the foregoing relates to deferred taxes, which are classified as non-current, regardless of the maturity they have.
3.2 | Functional and presentation currency |
The Company’s consolidated financial statements are presented in United States dollars, without decimal places, which is the Company’s functional and presentation currency and is the currency of the main economic environment in which it operates. Consequently, the term foreign currency is defined as any currency other than the U.S. dollar.
3.3 | Accounting policy for foreign currency translation |
| (a) | SQM group entities: |
The revenue, expenses, assets and liabilities of all entities that have a functional currency other than the presentation currency are converted to the presentation currency as follows:
- | Assets and liabilities are converted at the closing exchange rate prevailing on the reporting date. |
- | Revenues and expenses of each profit or loss account are converted at monthly average exchange rates. |
- | All resulting foreign currency translation gains and losses are recognized as a separate component in translation reserves. |
In consolidation, foreign currency differences arising from the translation of a net investment in foreign entities are recorded in shareholder’s equity (“foreign currency translation reserve”). At the date of disposal, such foreign currency translation differences are recognized in the statement of income as part of the gain or loss from the sale.
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The main exchange rates and UF used to translate monetary assets and liabilities, expressed in foreign currency at the end and average of each period in respect to U.S. dollars, are as follows:
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(*) | US$ per UF |
| (b) | Transactions and balances |
The Company’s non-monetary transactions in currencies other than the functional currency (Dollar) are translated to the respective functional currencies of Group entities at the exchange rate on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. All differences are recorded in the statement of income except for all monetary items that provide an effective hedge for a net investment in a foreign operation. These items are recognized in other comprehensive income until disposal of the investment, when they are recognized in the statement of income. Charges and credits attributable to foreign currency translation differences on those hedge monetary items are also recognized in other comprehensive income.
Non-monetary assets and liabilities that are measured at historical cost in a foreign currency are retranslated to the functional currency at the historical exchange rate of the transaction. Non-monetary items that are measured based on fair value in a foreign currency are translated using the exchange rate at the date on which the fair value is determined.
3.4Consolidated statement of cash flows
Cash equivalents correspond to highly liquid short-term investments that are easily convertible into known amounts of cash and subject to insignificant risk of changes in their value and mature in less than three months from the date of acquisition of the instrument.
For the purposes of the statement of cash flows, cash and cash equivalents comprise cash and cash equivalents as defined above.
The statement of cash flows present cash transactions performed during the period, determined using the direct method.
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3.5Financial assets
Management determines the classification of its financial assets at fair value (either through other comprehensive income, or through profit or loss), and at amortized cost. The classification depends on the business model of the entity to manage the financial assets and the contractual terms of the cash flows.
The initial value of the Company's financial assets valued at fair value through comprehensive income includes the transaction costs that are directly attributable to acquiring that financial asset on the date the Company commits to acquiring it, whereas the transaction costs for financial assets valued at fair value through profit or loss are expensed. The initial value of trade and other receivables that do not include a significant financial component is their transaction price.
After initial recognition, the Company measures its financial assets according to the Company’s business model for managing its financial assets and the contractual terms of its cash flows:
| (a) | Financial debt instruments measured at amortized cost. Financial assets that meet the following conditions are included in this category (i) the business model that supports it aims to maintain the financial assets to obtain the contractual cash flows and the contractual conditions of the financial asset give place, on specified dates, to cash flows that are only payments of the principal and interest on the outstanding principal amount. The Company’s financial assets that meet these conditions are: (ii) cash equivalents; (iii) related party receivables; (iv) trade debtors; (v) other receivables. |
| (b) | Financial instruments at fair value. A financial asset should be measured at fair value through profit or loss or fair value through other comprehensive income, depending on the following: |
(i) | "Fair Value Through Other Comprehensive Income": Assets held to collect contractual cash flows and to be sold, where the asset cash flows are only capital and interest payments, are measured at fair value through other comprehensive income. Changes in book values are through other comprehensive income, except for the recognition of impairment losses, interest income and exchange gains and losses, which are recognized in the income statement. When a financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to the income statement. Interest income from these financial assets is included in financial income using the effective interest method. |
(ii) | "Fair Value Through Profit and Loss": Assets that do not meet the amortized cost or "Fair Value Through Other Comprehensive Income" criteria are valued at "Fair Value Through Profit and Loss". |
| (c) | Financial equity instruments at fair value through other comprehensive income. Equity instruments that are not classified as held for trading and which the Group has irrevocably chosen to recognize in this category. Amounts presented in other comprehensive income will not be subsequently transferred to profit or loss. |
3.6Financial assets impairment
The Company evaluates expected credit losses associated with its debt instruments carried at amortized cost and fair value through other comprehensive income. The impairment method used depends on whether there has been a significant increase in credit risk.
The Company applies simplified approach to measure expected credit losses using the lifetime expected loss on all trade receivables. Expected credit losses are measured by grouping receivables by their shared credit risk characteristics and days overdue.
The Company has concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for contract assets. Expected loss rates are based on sales payment profiles and historical credit losses within this period. Historical loss rates are adjusted to reflect current expectations and information regarding macroeconomic factors that affect the ability of customers to meet their commitments.
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Impairment losses from receivables and contract assets are shown as net impairment losses in the line “Impairment of financial assets and reversal of impairment losses,” see Note 21.7. The subsequent recovery of previously canceled amounts are credited to the same line.
3.7Financial liabilities
Management accounts for its financial liabilities at amortized cost.
Upon initial recognition, the Company measures its financial liabilities by their fair value less the transaction costs that are directly attributable to the acquisition of the financial liability. The Company subsequently measures its financial liabilities at amortized cost.
Financial liabilities measured at amortized cost are commercial accounts payable and other accounts payable and other financial liabilities.
Amortized cost is based using the effective interest rate method. Amortized cost is calculated by considering any premium or discount on the acquisition and includes transaction costs that are an integral part of the effective interest rate.
3.8Estimated fair value of financial instruments
The fair value of financial assets and liabilities is estimated using the following information. Although the data represent Management's best estimates, it is subjective and involves significant estimates regarding current economic conditions, market conditions and risk characteristics.
Methodologies and assumptions used depend on the risk terms and characteristics of instruments and include the following as a summary:
Fair value estimation
Financial assets and liabilities measured at fair value consist of forwards hedging the mismatch in the balance sheet and cash flows, options hedging the mismatch in the balance sheet and cross currency swaps to hedge bonds issued in local currency (Peso/UF).
The fair value of the Company’s assets and liabilities recognized by cross currency swaps contracts is calculated as the difference between the present value of discounted cash flows of the asset (Peso/UF) and liability (Dollar) parts of the derivative. In the case of the IRS, the asset value recognized is calculated as the difference between the discounted cash flows of the asset (variable rate) and liability (fixed rate) parts of the derivative. Forwards are calculated as the difference between the strike price of the contract and the spot price plus the forwards points at the date of the contract. Financial options: the value recognized is calculated using the Black-Scholes method.
In the case of CCS, the entry data used for the valuation models are UF, Peso, Dollar and basis swap rates. In the case of fair value calculations for interest rate swaps, the Forward Rate Agreement rate and ICVS 23 Curve (Bloomberg: cash/deposits rates, futures, swaps). In the case of forwards, the forwards curve for the currency in question is used. Finally, for options, the spot price, risk-free rate and volatility of exchange rate are used, all in accordance with the currencies used in each valuation. The financial information used as entry data for the Company’s valuation models is obtained from Bloomberg, the well-known financial software company. Conversely, the fair value provided by the counterparties of derivatives contracts is used only as a control and not for valuation.
The effects on profit or loss of movements in these amounts is recognized in the caption finance costs, foreign currency translation gain (loss) or cash flow hedge reserve in the statement of comprehensive income, depending on each particular case.
Estimate of fair value for disclosure purposes
| ● | Cash equivalent approximates fair value due to the short-term maturities of these instruments. |
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| ● | The fair value of current trade receivables is considered to be equal to the carrying amount due to the maturity of such accounts at short-term. |
| ● | Payables, current lease liabilities and other current financial liabilities are considered fair value equal to book value due to the short-term maturity of these accounts. |
| ● | The fair value of the debt (long-term secured and unsecured debentures; bonds denominated in local currency (Peso/UF) and foreign currency (Dollar), borrowings denominated in foreign currency (Dollar) and lease liabilities of the Company are calculated at current value of cash flows subtracted from market rates upon valuation, considering the terms of maturity and exchange rates. The UF and Peso rate curves are used as inputs for the valuation model. This information is obtained through from the renowned financial software company, Bloomberg, and the Chilean Association of Banks and Financial Institutions |
3.9Reclassification of financial instruments
When the Company changes its business model for managing financial assets, it will reclassify all its financial assets affected by the new business model. Financial liabilities cannot be reclassified.
3.10Financial instruments derecognition
The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred; and the control of the financial assets has not been retained.
The Company derecognizes a financial liability when its contractual obligations or a part of these are discharged, paid to the creditor or legally extinguished from the principle responsibility contained in the liability.
3.11Derivative and hedging financial instruments
The financial instruments derivatives are recognized initially at fair value as of the date on which the derivatives contract is signed and, they are subsequently assessed at fair value. The method for recognizing the resulting gain or loss depends on whether the derivative has been designated as an accounting hedge instrument and, if so, it depends on the type of hedging, which may be as follows:
| a) | Fair value hedge of assets and liabilities recognized (fair value hedges). |
| b) | Hedging of a single risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge). |
At the beginning of the transaction, the Company documents the relationship that exists between hedging instruments and those items hedged, as well as their objectives for risk management purposes and the strategy to conduct different hedging operations.
The Company also documents its evaluation both at the beginning and at the end of each period if the derivatives used in hedging transactions are highly effective to offset changes in the fair value or in cash flows of hedged items.
The fair value of derivative instruments used for hedging purposes is shown in Note 12.3.
Derivatives that are not designated or do not qualify as hedging derivatives are classified as current assets or liabilities, and changes in the fair value are directly recognized through profit or loss.
| a) | Fair value hedge |
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in profit or loss, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The gain or loss relating to the effective portion of interest rate swaps that hedge fixed rate borrowings is recognized in profit or loss within finance costs, together with changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk. The gain or loss relating to the ineffective portion is recognized in profit or loss within other income or other expenses. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged
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item for which the effective interest method is used is amortized to profit or loss over the period to maturity using a recalculated effective interest rate.
The effective portion of the gain or loss on the hedging instrument is initially recognized with a debit or credit to other comprehensive income, while any ineffective portion is immediately recognized to income, as appropriate, depending on the nature of the hedged risk. The amounts accumulated in other comprehensive income are carried over to results when the hedged items are settled or when these have an impact on income.
When a hedging instrument no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remains in equity until the forecast transaction occurs.
When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in other comprehensive income are immediately reclassified to profit or loss.
3.12Derivative financial instruments not considered as hedges
Derivative financial instruments not considered as hedges are recognized at fair value with the effect in the profit of the year. The Company has derivative financial instruments to hedge foreign currency risk exposure.
The Company continually evaluates the existence of embedded derivatives in both its contracts and in its financial instruments. As of December 31, 2022, and 2021, the Company does not have any embedded derivatives.
3.13Deferred acquisition cost from insurance contracts
Acquisition costs from insurance contracts are classified as prepayments and correspond to insurance contracts in force, recognized using the straight-line method and on an accrual basis independent of payment date. These are recognized under other non-financial assets current.
3.14 Leases
| (a) | Right-of-use assets |
The Company recognizes right-of-use assets on the initial lease date (i.e., the date on which the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, adjusted by any new measurement of the lease liability. The cost of right-of-use assets includes the amount of recognized lease liabilities, direct initial costs incurred and lease payments made on the start date or sooner, less the lease incentives received. Unless the Company is reasonably sure it will take ownership of the leased asset at the end of the lease period, the assets recognized through right-of-use are depreciated in a straight line during the shortest period of their estimated useful life and lease period. Right-of-use assets are subject to impairment.
| (b) | Lease liabilities |
On the lease start date, the Company recognizes lease liabilities measured at present value of lease payments that will be made during the lease period. Lease payments include fixed payments (including payments that are essentially fixed), less incentives for lease receivables, variable lease payments that are dependent on an index or rate and amounts that are expected to be paid as guaranteed residual value. Lease payments also include the exercise price of a purchase option if the Company is reasonably sure it will exercise this and penalty payments for terminating a lease, if the lease period reflects that the Company will exercise the option to terminate. Variable lease payments that are not dependent on an index or rate are recognized as expenses in the period that produces the event or condition that triggers payment.
When calculating the present value of lease payments, the Company uses the incremental borrowing rate on the initial lease date if the interest rate implicit in the lease cannot be determined easily. After the start date, the lease liability balance will increase to reflect the accumulation of interest and will diminish as lease payments are made. Furthermore, the book value of lease liabilities is remeasured in the event of an amendment, a change in the lease period, a change in the fixed lease payments in substance or a change in the assessment to buy the underlying asset.
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Payments made that affect lease liabilities are presented as part of the financing activities in the cash flow statement.
| (c) | Short-term leases and low-value asset leases |
The Company applies the short-term lease recognition exemption to leases with a lease term of 12 months or less starting on the start date and that don’t have a purchase option. It also applies the low-value asset lease recognition exemptions to leases less than the limit specified in the respective accounting standard. Lease payments in short-term leases and low-value asset leases are recognized as lineal expenses during the lease term.
| (d) | Significant judgments in the determination of the lease term for contracts with renewal options. |
The Company determines the lease term as the non-cancellable period of the lease, together with periods covered by an option to extend the lease if it is reasonably certain that this will be exercised, or any period covered by an option to terminate the lease, if it is reasonably certain that this will not be exercised.
The Company has the option, under some of its leases, to lease assets for additional terms. The Company applies its judgment when assessing whether it is reasonably certain that it will exercise the option to renovate. In other words, it considers all the relevant factors that create an economic incentive for it to exercise the option to renovate. After the start date, the Company reevaluates the lease term if there is a significant event or change in the circumstances that are under its control and affect its capacity to exercise (or not exercise) the option to renovate.
3.15Inventory measurement
The method used to determine the cost of inventories is the weighted average monthly cost of warehouse storage. In determining production costs for own products, the company includes the costs of labor, raw materials, materials and supplies used in production, depreciation and maintenance of the goods that participate in the production process, the costs of product movement necessary to maintain stock on location and in the condition in which they are found, and also includes the indirect costs of each task such as laboratories, process and planning areas, and personnel expenses related to production, among others.
For finished and in-process products, the company has four types of provisions, which are reviewed quarterly:
| (a) | Provision associated with the lower value of stock: The provision is directly identified with the product that generates it and involves three types: (i) provision of lower realizable value, which corresponds to the difference between the inventory cost of intermediary or finished products, and the sale price minus the necessary costs to bring them to the same conditions and location as the product with which they are compared; (ii) provision for future uncertain use that corresponds to the value of those products in process that are likely not going to be used in sales based on the company’s long-term plans; (iii) reprocessing costs of products that are unfeasible for sale due to current specifications. |
| (b) | Provision associated with physical differences in inventory: A provision is made for differences that exceed the tolerance considered in the respective inventory process (physical and annual inventories are taken for the productive units in Chile and the port of Tocopilla; the business subsidiaries depend on the last zero ground obtained, but in general it is at least once a year), these differences are recognized immediately. |
| (c) | Potential errors in the determination of stock: The company has an algorithm that is reviewed at least once a year and corresponds to diverse percentages assigned to each inventory based on the product, location, complexity involved in the associated measurement, rotation and control mechanisms. |
| (d) | Provisions undertaken by business subsidiaries: these are historical percentages that are adjusted as zero ground is attained based on normal inventory management. |
Inventories of raw materials, materials and supplies for production are recorded at acquisition cost. Cyclical inventories are performed in warehouses, as well as general inventories every three years. Differences are recognized at the moment
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they are detected. The company has a provision based on quarterly calculations from percentages associated with each type of material (classification by warehouse and rotation), these percentages use the lower value resulting from deterioration or obsolescence as well as potential losses. This provision is reviewed at least annually, and considers the historical profit and loss obtained in the inventory processes.
3.16Non-controlling interests
Non-controlling interests are recorded in the consolidated statement of financial position within equity but separate from equity attributable to the owners of the Parent.
3.17Related party transactions
Transactions between the Company and its subsidiaries are part of the Company’s normal operations within its scope of business activities. Conditions for such transactions are those normally effective for those types of operations with regard to terms and market prices. The maturity conditions vary according to the originating transaction.
3.18Property, plant and equipment
Property, plant and equipment are stated at acquisition cost, net of the related accumulated depreciation, amortization and impairment losses that they might have experienced.
In addition to the price paid for the acquisition of tangible property, plant and equipment, the Company has considered the following concepts as part of the acquisition cost, as applicable:
| (a) | Accrued interest expenses during the construction period that are directly attributable to the acquisition, construction or production of qualifying assets, which are those that require a substantial period prior to being ready for use. The interest rate used is that related to the project’s specific financing or, should this not exist, the average financing rate of the investor company. |
| (b) | The future costs that the Company will have to experience, related to the closure of its facilities at the end of their useful life, are included at the present value of disbursements expected to be required to settle the and its subsequent variation is recorded directly in results. |
Having initially recognized provisions for closure and refurbishment, the corresponding cost is capitalized as an asset in “Property, plant and equipment” and amortized in line with the amortization criteria for the associated assets.
Construction-in-progress is transferred to property, plant and equipment in operation once the assets are available for use and the related depreciation and amortization begins on that date.
Extension, modernization or improvement costs that represent an increase in productivity, ability or efficiency or an extension of the useful lives of property, plant and equipment are capitalized as a higher cost of the related assets. All the remaining maintenance, preservation and repair expenses are charged to expense as they are incurred.
The replacement of assets, which increase the asset’s useful life or its economic capacity, are recorded as a higher value of property, plant and equipment with the related derecognition of replaced or renewed elements.
Gains or losses which are generated from the sale or disposal of property, plant and equipment are recognized as income (or loss) in the period and calculated as the difference between the asset’s sales value and its net carrying value.
Costs derived from the daily maintenance of property, plant and equipment are recognized when incurred.
The cost of interest is recognized by applying an average or average weighted interest rate for all financing costs incurred by the Company to the final monthly balances for works underway and complies with the requirements of IAS 23.
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Financing costs are not activated for periods that exceed the normal term for acquisition, construction or installation of the property; such is the case for delays, interruptions or temporary suspension of the project due to technical, financial or other problems that make it impossible to leave the property in usable conditions.
3.19Depreciation of property, plant and equipment
Property, plant and equipment are depreciated through the straight-line distribution of cost over the estimated technical useful life of the asset, which is the period in which the Company expects to use the asset. When components of one item of property, plant and equipment have different useful lives, they are recorded as separate assets and depreciated over their expected useful lives. Useful lives are reviewed on an annual basis.
Fixed assets located in the Salar de Atacama consider useful life to be the lesser value between the technical useful life and the years remaining until 2030.
In the case of certain mobile equipment, depreciation is performed depending on the hours of operation.
The useful lives used for the depreciation and amortization of assets included in property, plant and equipment in years are presented below:
| Minimum life or |
| Maximum life or |
| Life or average rate | |
Classes of property, plant and equipment | rate (years) | rate (years) | in years | |||
Mining assets |
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Energy generating assets |
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Buildings |
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Supplies and accessories |
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Office equipment |
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Transport equipment |
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Network and communication equipment |
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IT equipment |
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Machinery, plant and equipment |
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Other fixed assets |
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3.20Goodwill
Goodwill acquired represents the excess in acquisition cost on the fair value of the Company’s ownership of the net identifiable assets of the subsidiary on the acquisition date. Goodwill acquired related to the acquisition of subsidiaries is included in the line item goodwill, which is subject to impairment tests annually or more frequently if events or changes in circumstances indicate that it might be impaired and is stated at cost less accumulated impairment losses. Gains and losses related to the sale of an entity include the carrying value of goodwill related to the entity sold.
This intangible asset is assigned to cash-generating units with the purpose of testing impairment losses. It is allocated based on cash-generating units expected to obtain benefits from the business combination from which the aforementioned goodwill acquired arose.
3.21Intangible assets other than goodwill
Intangible assets other than goodwill mainly relate to water rights, costs for rights of way for electricity lines, software and licensing costs, the development of computer software and mining property and concession rights.
| (a) | Water rights |
Water rights acquired by the Company relate to water from natural sources and are recorded at acquisition cost. The Company separates water rights into:
| i) | Finite rights with amortization using the straight-line method, and |
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| ii) | Indefinite rights, which are not amortized, given that these assets represent rights granted in perpetuity to the Company, which are subject to an annual impairment assessment. |
| (b) | Rights of way for electric lines |
As required for the operation of industrial plants, the Company has paid rights of way in order to install wires for the different electric lines on third party land. These rights are presented under intangible asset. Amounts paid are capitalized at the date of the agreement and amortized in the statement of income, according to the life of the right of way.
| (c) | Computer software |
Licenses for IT programs acquired are capitalized based on their acquisition and customization costs. These costs are amortized over their estimated useful lives.
Expenses related to the development or maintenance of IT programs are recognized as an expense as and when incurred. Costs directly related to the production of unique and identifiable IT programs controlled by the Group, and which will probably generate economic benefits that are higher than its costs during more than a year, are recognized as intangible assets. Direct costs include the expenses of employees who develop information technology software and general expenses in accordance with corporate charges received.
The costs of development for IT programs are recognized as assets are amortized over their estimated useful lives.
| (d) | Mining property and concession rights |
The Company holds mining property and concession rights from the Chilean and Western Australian Governments. Property rights from the State of Chile are usually obtained at no initial cost (other than the payment of mining patents and minor recording expenses) and once the rights on these concessions have been obtained, they are retained by the Company while annual patents are paid. Such patents, which are paid annually, are recorded as prepaid assets and amortized over the following twelve months. Amounts attributable to mining concessions acquired from third parties that are not from the Chilean Government are recorded at acquisition cost within intangible assets.
Estimated useful lives or amortization rates used for finite identifiable intangible assets
The finite useful life of mining properties is calculated using the productive unit method, except for the mining properties owned by Corfo, which have been leased to the Company and grant it the right to exclusively exploit them until December 31, 2030.
The estimated useful life for software which they are amortized corresponds to the periods defined by the contracts or rights from which they originate.
Minimum and maximum amortization lives or rates of intangible assets:
| Minimum Life or |
| Maximum Life or | |
Estimated useful life or amortization rate | Rate | Rate | ||
Water rights |
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Rights of way |
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Corfo Mining properties (1) |
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Mining rights |
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Intellectual property |
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IT programs |
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| (1) | Mining properties owned by Corfo and leased to the Company, which grant it the exclusive right to exploit them until December 31, 2030. |
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3.22Research and development expenses
Research and development expenses are charged to profit or loss in the period in which the expenditure was incurred.
3.23 Exploration and evaluation expenses
The Company holds mining concessions for exploration and exploitation of ore, the Company gives the following treatment to expenses associated with exploration and assessment of these resources:
Once the rights have been obtained, the Company records the disbursements directly associated with the exploration and evaluation of the deposit in execution as property, plant and equipment (construction in progress) at its cost. These disbursements include the following items: geological surveys, drilling, borehole extraction and sampling, activities related to the technical assessment and commercial viability of the extraction, and in general, any disbursement directly related to specific projects where the objective is to find ore resources. If the technical studies determine that the ore grade is not economically viable, the asset is directly charged to profit and loss. If determined otherwise, the asset described above is associated with the extractable ore tonnage which is amortized as it is used.
| (a) | Limestone and metallic exploration |
These assets are included in Other Non-Current Non-Financial Assets, and the portion related to the area to be exploited in the year are reclassified to Current Inventory, if applicable. Costs related to metal exploration are charged to profit or loss in the period in which they are recognized if the project assessed doesn’t qualify for consideration as advanced exploration otherwise, these are amortized during the development stage.
| (b) | Exploration and evaluation at the Mt. Holland Project |
Mount Holland exploration and evaluation expenditure is included in Property, plant and equipment, specifically in Construction in Progress.
3.24Impairment of non-financial assets
Assets subject to depreciation and amortization are also subject to impairment testing, provided that an event or change in the circumstances indicates that the amounts in the accounting records may not be recoverable, an impairment loss is recognized for the excess of the book value of the asset over its recoverable amount.
For assets other than goodwill, the Group annually assesses whether there is any indication that a previously recognized impairment loss may no longer exist or may have decreased. Should such indications exist, the recoverable amount is estimated.
The recoverable amount of an asset is the higher between the fair value of an asset or cash generating unit less costs of sales and its value in use, and is determined for an individual asset unless the asset does not generate any cash inflows that are clearly independent from other assets or groups of assets.
In evaluating value in use, estimated future cash flows are discounted using a pre-tax discount rate that reflects current market assessment, the value of money over time and the specific asset risks.
Impairment losses from continuing operations are recognized with a debit to profit or loss in the categories of expenses associated with the impaired asset function.
For assets other than goodwill, a previously recognized impairment loss is only reversed if there have been changes in the estimates used to determine the asset’s recoverable amount since the last time an impairment loss was recognized. If this is the case, the carrying value of the asset is increased to its recoverable amount. This increased amount cannot exceed the carrying value that would have been determined, net of depreciation, if an asset impairment loss had not been recognized in prior years. This reversal is recognized with a credit to profit or loss.
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Assets with indefinite lives are assessed for impairment annually.
3.25 Minimum dividend
As required by Chilean law and regulations, our dividend policy is decided upon from time to time by our Board of Directors and is announced at the Annual Ordinary Shareholders’ Meeting, which is generally held in April of each year. Shareholder approval of the dividend policy is not required. However, each year the Board must submit the declaration of the final dividend or dividends in respect of the preceding year, consistent with the then-established dividend policy, to the Annual Ordinary Shareholders’ Meeting for approval. As required by the Chilean Companies Act, unless otherwise decided by unanimous vote of the holders of issued shares, we must distribute a cash dividend in an amount equal to at least
3.26 Earnings per share
The basic earnings per share amounts are calculated by dividing the profit for the year attributable to the ordinary owners of the parent by the weighted average number of ordinary shares outstanding during the year.
The Company has not conducted any type of operation of potential dilutive effect that would entail the disclosure of diluted earnings per share.
3.27Other provisions
Provisions are recognized when:
| ● | The Company has a present, legal or constructive obligation as the result of a past event. |
| ● | It is more likely than not that certain resources must be used, to settle the obligation. |
| ● | A reliable estimate can be made of the amount of the obligation. |
In the event that the provision or a portion of it is reimbursed, the reimbursement is recognized as a separate asset solely if there is certainty of income.
In the consolidated statement of income, the expense for any provision is presented net of any reimbursement.
Should the effect of the value of money over time be significant, provisions are discounted using a discount rate before tax that reflects the liability’s specific risks. When a discount rate is used, the increase in the provision over time is recognized as a finance cost.
The Company’s policy is to maintain provisions to cover risks and expenses based on a better estimate to deal with possible or certain and quantifiable responsibilities from current litigation, compensations or obligations, pending expenses for which the amount has not yet been determined, collaterals and other similar guarantees for which the Company is responsible. These are recorded at the time the responsibility or the obligation that determines the compensation or payment is generated.
3.28Obligations related to employee termination benefits and pension commitments
Obligations towards the Company’s employees comply with the provisions of the collective bargaining agreements in force, which are formalized through collective employment agreements and individual employment contracts, except for the United States, details in Note 17.4.
These obligations are valued using actuarial calculations, according to the projected unit credit method which considers such assumptions as the mortality rate, employee turnover, interest rates, retirement dates, effects related to increases in employees’ salaries, as well as the effects on variations in services derived from variations in the inflation rate.
F-33
Actuarial gains and losses that may be generated by variations in defined, pre-established obligations are directly recorded in “Other Comprehensive Income”.
Actuarial losses and gains have their origin in deviations between the estimate and the actual behavior of actuarial assumptions or in the reformulation of established actuarial assumptions.
The Company’s subsidiary SQM North America has established pension plans for its retired employees that are calculated by measuring the projected obligation using a net salary progressive rate net of adjustments for inflation, mortality and turnover assumptions, deducting the resulting amounts at present value. The net balance of this obligation is presented under the “Non-Current Provisions for Employee Benefits” (refer to Note 17.4).
3.29Compensation plans
Compensation plans implemented through benefits provided in share-based payments settled in cash are recognized in the financial statements at their fair value, in accordance with IFRS 2. Changes in the fair value of options granted are recognized with a charge to payroll in the results for the period (see Note 17.6).
3.30Revenue recognition
Revenue includes the fair value of considerations received or receivable for the sale of goods and services during the performance of the Company’s activities. Revenue is presented net of value added tax, estimated returns, rebates and discounts and after the elimination of sales among subsidiaries.
Revenues are recognized when the specific conditions for each income stream are met, as follows:
| (a) | Sale of goods |
The sale of goods is recognized when the Company has delivered products to the customer, and there is no obligation pending compliance that could affect the acceptance of products by the customer. The delivery does not occur until products have been shipped to the customer or confirmed as received by the customer, and the related risks of obsolescence and loss have been transferred to the customer and the customer has accepted the products in accordance with the conditions established in the sale, when the acceptance period has ended, or when there is objective evidence that those criteria required for acceptance have been met.
Sales are recognized in consideration of the price set in the sales agreement, net of volume discounts and estimated returns at the date of the sale. Volume discounts are evaluated in consideration of annual foreseen purchases and in accordance with the criteria defined in agreements.
| (b) | Sale of services |
Revenue associated with the rendering of services is recognized considering the degree of completion of the service as of the date of presentation of the consolidated classified statement of financial position, provided that the result from the transaction can be estimated reliably.
| (c) | Income from dividends |
Income from dividends is recognized when the right to receive the payment is established.
3.31Finance income and finance costs
Finance income is mainly composed of interest income from financial instruments such as term deposits and mutual fund deposits. Interest income is recognized in profit or loss at amortized cost, using the effective interest rate method.
F-34
Finance costs are mainly composed of interest on bank borrowing expenses, interest on bonds issued and interest capitalized for borrowing costs for the acquisition, construction or production or qualifying assets. Borrowing costs and bonds issued are also recognized in profit or loss using the effective interest rate method.
3.32Current income tax and deferred
Corporate income tax for the year is determined as the sum of current and deferred income taxes from the different consolidated companies.
Current taxes are based on the application of the various types of taxes attributable to taxable income for the period. The Company periodically assesses the positions taken in the determination of taxes with respect to situations in which the applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Company measures its tax balances based on the most likely amount or expected value, depending on which method provides a better prediction of the resolution of uncertainty.
Differences between the book value of assets and liabilities and their tax basis generate the balance of deferred tax assets or liabilities, which are calculated using the tax rates expected to be applicable when the assets and liabilities are realized.
In conformity with current tax regulations, the provision for corporate income tax and taxes on mining activity is recognized on an accrual basis, presenting the net balances of accumulated monthly tax provisional payments for the fiscal period and associated credits. The balances of these accounts are presented in current income taxes recoverable or current taxes payable, as applicable.
Income tax and variations in deferred tax assets or liabilities that are not the result of business combinations are recorded in income or equity, considering the origin of the gains or losses which have generated them.
At each reporting period, the carrying amount of deferred tax assets is reviewed and recognized only if it is probable that future taxable amounts will be available to allow the recovery of all or a portion of the deferred tax assets.
With respect to deductible temporary differences associated with investments in subsidiaries, associated companies and interest in joint ventures, deferred tax assets are recognized solely provided that it is more likely than not that the temporary differences will be reversed in the near future and that there will be taxable income with which they may be used. The deferred taxes related to items directly recognized in equity is registered with effect on other comprehensive income and not with effect on income.
Deferred tax assets and liabilities are offset if there is a legally receivable right of offsetting tax assets against tax liabilities and the deferred tax is related to the same tax entity and authority.
The recognized deferred tax assets refer to the amount of income tax to recover in future periods, related to:
| a) | deductible temporary differences; |
| b) | compensation for losses obtained in prior periods, which have not yet been subject to tax deduction; and |
| c) | compensation for unused credits from prior periods. |
The Company recognizes deferred tax assets when it has the certainty that they can be offset with tax income from subsequent periods, unused tax losses or credits to date, but only when this availability of future tax income is probable and can be used for offsetting these unused tax losses or credits.
The recognized deferred tax liabilities refer to the amount of income tax to pay in a future period, related to taxable temporary differences.
F-35
The Company does not recognize deferred tax liabilities in all cases of taxable temporary differences associated with investments in subsidiaries, branches and associates, or with joint ventures, because based on the standard, the two following conditions both apply:
(i) | the parent company, investor or shareholder is capable of controlling the moment of the reversal of temporary differences; and |
(ii) | it is probable that the temporary difference will not be reversed in the foreseeable future. |
Moreover, the Company does not recognize deferred tax assets for all the deductible temporary differences that originate from investments in subsidiaries, branches and associates, or from joint ventures, because it is unlikely that they meet the following requirements:
| (i) | temporary differences are reversed in the foreseeable future; and |
(ii)there is taxable profit available against which temporary differences can be used.
3.33Operating segment reporting
IFRS 8 requires that companies adopt a management approach to disclose information on the operations generated by its operating segments. In general, this is the information that management uses internally for the evaluation of segment performance and making the decision on how to allocate resources for this purpose.
An operating segment is a group of assets and operations responsible for providing products or services subject to risks and performance that are different from those of other business segments. A geographical segment is responsible for providing products or services in a given economic environment subject to risks and performance that are different from those of other segments operating in other economic environments.
Allocation of assets and liabilities, to each segment is not possible given that these are associated with more than one segment, except for depreciation, amortization and impairment of assets, which are directly allocated in accordance with the criteria established in the costing process for product inventories to the corresponding segments.
3.34 Primary accounting criteria, estimates and assumptions
Management is responsible for the information contained in these consolidated annual accounts, which expressly indicate that all the principles and criteria included in IFRS, as issued by the IASB, have been applied in full.
In preparing the consolidated financial statements of the Company and its subsidiaries, management has made significant judgments and estimates to quantify certain assets, liabilities, revenues, expenses and commitments included therein. Basically, these estimates refer to:
| ● | Estimated useful lives are determined based on current facts and past experience and take into consideration the expected physical life of the asset, the potential for technological obsolescence, and regulations. (See Notes 3.21, 14 and 15). |
| ● | Impairment losses of certain assets - Goodwill and intangible assets that have an indefinite useful life are not amortized and are assessed for impairment on an annual basis, or more frequently if the events or changes in circumstances indicate that these may have deteriorated Other assets, including property, plant and equipment, exploration assets, goodwill and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts. If an impairment assessment is required, the assessment of fair value or value in use often requires estimates and assumptions such as discount rates, exchange rates, commodity prices, future capital requirements and future operating performance. Changes in such estimates could impact the recoverable values of these assets. Estimates are reviewed regularly by management (See Notes 14 and 15). |
F-36
| ● | Assumptions used in calculating the actuarial amount of pension-related and severance indemnity payment benefit commitments (See Note 17). |
| ● | Contingencies – The amount recognized as a provision, including legal, contractual, constructive and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, considering the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, the assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate requirements (See Note 20). If the Company is unable to rationally estimate the obligation or concluded no loss is probable but it is reasonably possible that a loss may be incurred, no provision is recorded but disclosed in the notes to the consolidated financial statements. |
| ● | Volume determination for certain in-process and finished products is based on topographical measurements and technical studies that cover the different variables (density for bulk inventories and density and porosity for the remaining stock, among others), and related allowance. |
| ● | Estimates for obsolescence provisions to ensure that the carrying value of inventory is not in excess of the net realizable inventory valuation. (See Note 10). |
Even though these estimates have been made on the basis of the best information available on the date of preparation of these consolidated financial statements, certain events may occur in the future and oblige their amendment (upwards or downwards) over the next few years, which would be made prospectively.
Note 4Financial risk management
4.1Financial risk management policy
The Company’s financial risk management policy is focused on safeguarding the stability and sustainability of the Company and its subsidiaries with regard to all such relevant financial uncertainty components.
The Company’s operations are subject to certain financial risk factors that may affect its financial position or results. The most significant risk exposures are market risk, liquidity risk, currency risk, credit risk, and interest rate risk, among others.
There could also be additional risks, which are either unknown or known but not currently deemed to be significant, which could also affect the Company’s business operations, its business, financial position, or profit or loss.
The financial risk management structure includes identifying, determining, analyzing, quantifying, measuring and controlling these events. Management and in particular, Finance Management, is responsible for constantly assessing the financial risk.
4.2Risk Factors
| (a) | Credit risk |
A global economic contraction may have potentially negative effects on the financial assets of the Company, which are primarily made up of financial investments and trade receivables, and the impact on of our customers could extend the payment terms of the Company’s receivables by increasing its exposure to credit risk. Although measures are taken to minimize the risk, this global economic situation could mean losses with adverse material effects on the business, financial position or profit and loss of the Company’s operations.
F-37
Trade receivables: to mitigate credit risk, the Company maintains active control of collection and requires the use of credit insurance. Credit insurance covers the risk of insolvency and unpaid invoices corresponding to
Bank promissory notes: These are negotiable promissory notes issued at the request of customers by a bank payable upon maturity to guarantee collection. These notes are accepted based on the credit quality of the issuing banks.
As of | ||||||||||
December 31, | ||||||||||
Financial institution | Financial assets | Rating | 2022 | |||||||
|
| Moody´s |
| S&P |
| Fitch |
| ThUS$ | ||
Agricultural Bank of China | Bank notes | P-1 | A-1 | F1+ | | |||||
Bank of China Limited |
| Bank notes |
| P-1 |
| A-1 |
| F1+ |
| |
Bank of Jiujiang |
| Bank notes |
| P-2 |
| - |
| - |
| |
Bank of Ningbo |
| Bank notes |
| P-2 |
| - |
| - |
| |
Others | Bank notes | - | - | - | | |||||
Total |
|
|
|
|
|
|
|
|
| |
December 31, | ||||||||||
Financial institution | Financial assets | Rating | 2021 | |||||||
|
| Moody´s |
| S&P |
| Fitch |
| ThUS$ | ||
Agricultural Bank of China | Bank notes | P-1 | A-1 | A | | |||||
Bank of China Limited |
| Bank notes |
| P-1 |
| A-1 |
| A |
| |
Bank of Communications |
| Bank notes |
| P-1 |
| A-2 |
| A |
| |
China CITIC Bank Corp Ltd |
| Bank notes |
| P-2 |
| A-2 |
| BBBu |
| |
China Construction Bank Corporation | Bank notes | - | A-1 | A | | |||||
China Everbrith Bank Co. Ltd | Bank notes | (P) P-2 | A-2 | BBB | | |||||
China Merchants Bank | Bank notes | - | A-2 | A-u | | |||||
China Minsheng Bank Corporation | Bank notes | - | A-3 | BB+u | | |||||
Industrial & Commercial Bank of China Limited | Bank notes | P-1 | A-1 | Au | | |||||
Industrial Bank | Bank notes | P-2 | - | BBB | | |||||
Ping An Bank | Bank notes | P-2 | A-2 | BB+u | | |||||
Shanghai Pudong Development Bank Co. Ltd | Bank notes | P-2 | A-2 | BBB | | |||||
China Development Bank | Bank notes | A1 | A-1 | F1+u | | |||||
Postal Savings Bank of China | Bank notes | - | A-1 | A+ | | |||||
KEB Hana Bank (China) | Bank notes | P-1 | A-1 | F1+ | | |||||
Total |
|
|
|
|
|
|
|
|
| |
Concentrations of credit risk with regard to trade receivables are reduced, owing to the Company’s large number of clients and their distribution around the globe.
No significant modifications have been made during the period to risk models or parameters used in comparison to December 31, 2022, and no modifications have been made to contractual cash flows that have been significant during this period, except for considering in December 2022 the incorporation of cash flows received from insurance claims in the determination of the allowance for doubtful accounts. The effect of this change was not significant to the overall financial statements as of December 31, 2022.
Financial investments: correspond to time deposits whose maturity date is greater than 90 days and less than 360 days from the date of investment, so they are not exposed to excessive market risks. The counterparty risk in implementation of financial operations is assessed on an ongoing basis for all financial institutions in which the Company holds financial investments.
F-38
The credit quality of financial assets that are not past due or impaired can be evaluated by reference to external credit ratings (if they are available) or historical information on counterparty late payment rates:
As of | ||||||||||
December 31, | ||||||||||
Financial institution | Financial assets | Rating | 2022 | |||||||
|
| Moody´s |
| S&P |
| Fitch |
| ThUS$ | ||
Banco crédito e Inversiones | Time deposits | - | A-2 | F2 | | |||||
Banco Itaú Corpbanca |
| Time deposits |
| P-2 |
| A-2 |
| - |
| |
Banco Santander – Santiago |
| Time deposits |
| P-1 |
| A-2 |
| - |
| |
Scotiabank Chile |
| Time deposits |
| - |
| - |
| F1+ |
| |
Sumitomo Mitsui Banking |
| Time deposits |
| P-1 |
| - |
| - |
| |
Banco de Chile |
| Time deposits |
| - |
| A-1 |
| - |
| |
JP Morgan US Dollar liquidity Fund Institucional | Investment fund | Aaa-mf | AAAm | AAAmmf | | |||||
Legg Mason - Western Asset Institutional cash reserves |
| Investment fund |
| - |
| AAAm |
| AAAmmf |
| |
Total |
|
|
|
|
|
|
|
|
| |
Banco crédito e Inversiones | Time deposits | - | A-2 | F2 | | |||||
Banco Itaú Corpbanca |
| Time deposits |
| P-2 |
| A-2 |
| - |
| |
Banco Santander - Santiago | Time deposits | P-1 | A-2 | - | | |||||
Banco Estado |
| Time deposits |
| P-1 |
| A-1 |
| - |
| |
Scotiabank Chile |
| Time deposits |
| - |
| - |
| F1+ |
| |
Banco de Chile |
| Time deposits |
| - |
| A-1 |
| - |
| |
Sumitomo Mitsui Banking | Time deposits | P-1 | - | - | | |||||
Total |
|
|
|
|
|
|
|
|
| |
As of | ||||||||||
December 31, | ||||||||||
Financial institution | Financial assets | Rating | 2021 | |||||||
|
| Moody´s |
| S&P |
| Fitch |
| ThUS$ | ||
Banco crédito e Inversiones | Time deposits | P-1 | A-2 | F2- | | |||||
Banco Itaú Corpbanca |
| Time deposits |
| P-2 |
| A-2 |
| - |
| |
Banco Santander – Santiago |
| Time deposits |
| P-1 |
| A-2 |
| - |
| |
Scotiabank Sud Americano |
| Time deposits |
| P-1 |
| A-1 |
| F1+ |
| |
Other banks |
| Time deposits |
| - |
| - |
| F1+ |
| |
JP Morgan US dollar Liquidity Fund Institutional |
| Investment fund |
| Aaa-mf |
| AAAm |
| AAAmmf |
| |
Legg Mason - Western Asset Institutional cash reserves |
| Investment fund |
| - |
| AAAm |
| AAAmmf |
| |
Total |
|
|
|
|
|
|
|
|
| |
Banco crédito e Inversiones | Time deposits | P-1 | A-2 | - | | |||||
Banco Itaú Corpbanca |
| Time deposits |
| P-2 |
| A-2 |
| - |
| |
Banco Santander - Santiago |
| Time deposits |
| P-1 |
| A-2 |
| - |
| |
Scotiabank Sud Americano |
| Time deposits |
| P-1 |
| A-1 |
| F1+ |
| |
Sumitomo Mitsui Banking |
| Time deposits |
| P-1 |
| - |
| F1 |
| |
Total |
|
|
|
|
|
|
|
|
| |
F-39
| (b) | Currency risk |
The functional currency of the company is the US dollar, due to its influence on the determination of price levels, its relation to the cost of sales and considering that a significant part of the Company’s business is conducted in this currency. However, the global nature of the Company’s business generates an exposure to exchange rate variations of several currencies with the US dollar. Therefore, the Company maintains hedge contracts to mitigate the exposure generated by its main mismatches (net between assets and liabilities) in currencies other than the US dollar against the exchange rate variation, updating these contracts periodically depending on the amount of mismatching to be covered in these currencies. Occasionally, subject to the approval of the Board, the Company ensures short-term cash flows from certain specific line items in currencies other than the US dollar.
A significant portion of the Company’s costs, especially salary payments, is associated with the Peso. Therefore, an increase or decrease in its exchange rate with the US dollar will provoke a respective decrease or increase to these accounting costs, which would be reflected in the Company’s profit and loss. By the fourth quarter of 2022, approximately US$
As of December 31, 2022, the Company held derivative instruments classified as hedges of foreign exchange risks associated with
Furthermore, on of December 31, 2022, the Company held derivative instruments classified as hedges of foreign exchange risks associated with
The Company contracted derivatives classified as foreign exchange hedges for all the expected disbursements in Australian dollars for the Mt Holland project (See note 8.5), to hedge its exposure to cash flow variations. The fair value of this hedge was a net asset of US$
The Company had the following derivative contracts as of December 31, 2022 (at the absolute value of the sum of their notional values), to hedge the difference between its assets and liabilities: US$
These derivative contracts are held with domestic and foreign banks, which have the following credit ratings as of December 31, 2022.
Financial institution | Financial assets | Rating | ||||||
|
| Moody´s |
| S&P |
| Fitch | ||
Banco Estado | Derivative | P-1 | A-1 | - | ||||
Merrill Lynch International |
| Derivative |
| - |
| A-1 |
| - |
JP Morgan | Derivative | P-1 | A-2 | F1+ | ||||
Morgan Stanley |
| Derivative |
| P-1 |
| A-2 |
| F1 |
The Bank of Nova Scotia |
| Derivative |
| P-1 |
| A-1 |
| F1+ |
Banco Itaú-Corpbanca |
| Derivative |
| P-2 |
| A-2 |
| - |
Goldman Sachs |
| Derivative |
| P-1 |
| A-2 |
| F1 |
(c)Interest rate risk
Interest rate fluctuations, primarily due to the uncertain future behavior of markets, may have a material impact on the financial results of the Company. Significant increases in the rate could make it difficult to access financing at attractive rates for the Company’s investment projects.
F-40
The Company maintains current and non-current financial debt at fixed rates and LIBOR (maturing on May 30, 2023) rate plus spread and at a SOFR rate plus spread.
As of December 31, 2022, the Company has
(d)Liquidity risk
Liquidity risk relates to the funds needed to comply with payment obligations. The Company’s objective is to maintain financial flexibility through a comfortable balance between fund requirements and cash flows from regular business operations, bank borrowings, bonds, short term investments and marketable securities, among others. For this purpose, the Company keeps a high liquidity ratio1, which enables it to cover current obligations with clearance. (As of December 31, 2022 this was
The Company has an important capital expense program which is subject to change over time.
On the other hand, world financial markets go through periods of contraction and expansion that are unforeseeable in the long-term and may affect the Company’s access to financial resources. Such factors may have a material adverse impact on the Company’s business, financial position and results of operations.
The Company constantly monitors the matching of its obligations with its investments, taking due care of maturities of both, from a conservative perspective, as part of this financial risk management strategy. As of December 31, 2022, the Company had unused, available revolving credit facilities with banks, for a total of US$
1 | All current assets divided by all current liabilities. |
F-41
Cash and cash equivalents are invested in highly liquid mutual funds with an AAA risk rating.
Nature of undiscounted cash flows | ||||||||||
As of December 31, 2022 | Carrying | |||||||||
(figures expressed in millions of US dollars) |
| amount |
| Less than 1 year |
| 1 to 5 years |
| Over 5 years |
| Total |
Bank borrowings | | | | | | |||||
Unsecured obligations |
| |
| |
| |
| |
| |
Sub total |
| |
| |
| |
| |
| |
Hedging liabilities |
| |
| |
| |
| |
| |
Derivative financial instruments |
| |
| |
| |
| |
| |
Sub total |
| |
| |
| |
| |
| |
Current and non-current lease liabilities |
| |
| |
| |
| |
| |
Trade accounts payable and other accounts payable |
| |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
| |
Nature of undiscounted cash flows | ||||||||||
As of December 31, 2021 | Carrying | |||||||||
(figures expressed in millions of US dollars) |
| amount |
| Less than 1 year |
| 1 to 5 years |
| Over 5 years |
| Total |
Bank borrowings | | | | | | |||||
Unsecured obligations |
| |
| |
| |
| |
| |
Sub total |
| |
| |
| |
| |
| |
Hedging liabilities |
| |
| |
| |
| |
| |
Derivative financial instruments |
| |
| |
| |
| |
| |
Sub total |
| |
| |
| |
| |
| |
Current and non-current lease liabilities |
| |
| |
| |
| |
| |
Trade accounts payable and other accounts payable |
| |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
| |
As of December 31, 2022, the nominal value of the agreed cash flows in US dollars of the CCS contracts were ThUS$
4.3Risk measurement
The Company documents and maintains methods for qualitatively measuring the effectiveness and efficiency of financial risk management strategies. These methods are consistent with SQM Group’s risk management profile.
Note 5Separate information on the main office, parent entity and joint action agreements
5.1 | Parent’s stand-alone assets and liabilities |
As of | As of | |||
December 31, | December 31, | |||
Parent’s stand-alone assets and liabilities | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
Assets |
| |
| |
Liabilities |
| ( |
| ( |
Equity |
| |
| |
5.2 | Parent entity |
Pursuant to Article 99 of the Securities Market Law, the CMF may determine that a company does not have a controlling entity in accordance with the distribution and dispersion of its ownership. On November 30, 2018, the CMF issued the ordinary letter No. 32,131 whereby it determined that the Pampa Group do not exert decisive power over the management of the Company since it does not have a predominance in the ownership that allows it to make management decisions. Therefore, the CMF has determined not to consider Pampa Group the controlling entity of the Company and that the Company does not have a controlling entity given its current ownership structure.
F-42
Note 6Board of Directors, Senior Management and Key management personnel
6.1Remuneration of the Board of Directors and Senior Management
| (a) | Board of directors |
SQM S.A. is managed by a Board of Directors which is composed of
| - | Directors’ Committee: This committee is comprised by Gina Ocqueteau Tacchini, Antonio Gil Nievas and Ashley Ozols and fulfills the functions established in Article 50 bis of Chilean Law on publicly-held corporations. This committee takes on the role of the audit committee in accordance with the US-based Sarbanes Oxley law. |
| - | The Company’s Health, Safety and Environment Committee: This committee is comprised of Gonzalo Guerrero Yamamoto, Patricio Contesse Fica and Dang Qi. |
| - | Corporate Governance Committee: This committee is comprised of Hernán Büchi Buc, Patricio Contesse Fica and Antonio Schneider Chaigneau. |
During the periods covered by these financial statements, there are no pending receivable and payable balances between the Company, its directors or members of Senior Management, other than those related to remuneration, fee allowances and profit-sharing. Except for a consulting contract between the Company and the Director Gonzalo Guerrero as disclosed in Note 11. There were no other transactions conducted between the Company, its directors or members of Senior Management.
| (b) | Board of Directors’ Compensation |
Board members’ compensation for 2021, that is from April 23, 2021 to April 26, 2022, was determined by the Annual General Shareholders Meeting held on April 23, 2021. It is as follows:
| (i) | The payment of a fixed, gross and monthly amount of UF |
| (ii) | A variable gross amount payable to the Chairman and Vice President of the board of directors equivalent to |
| (iii) | A variable gross amount payable to each Company director, excluding the Chairman and Vice President of the board of directors, equivalent to |
Compensation of the Board for 2022, that is from April 26, 2022 to April 26, 2023, was determined by the Annual General Shareholders Meeting held on April 26, 2022. It is as follows:
| (i) | The payment of a fixed, gross and monthly amount of UF |
| (ii) | A variable gross amount payable to the Chairman and Vice President of the board of directors equivalent to |
| (iii) | A variable gross amount payable in local currency to each Company director, excluding the Chairman and Vice President of the Company, equivalent to |
To calculate the variable compensation amount for 2022, net earnings from 2022 will be considered, up to a maximum of
These fixed and variable amounts for both periods shall not be challenged and those expressed in percentage terms shall be paid immediately after the respective annual general shareholders meeting approves the financial statements, the annual report, the account inspectors report and the external auditors report for the respective year.
F-43
Accordingly, the compensation and profit sharing paid to members of the Directors' Committee and the directors as of December 31, 2022, amounted to ThUS$
| (c) | Directors’ Committee compensation |
Compensation for the Board of Directors is the same for both 2021 and 2022, as follows:
| (i) | The payment of a fixed, gross and monthly amount of UF |
| (ii) | The payment in domestic currency and in favor of each of the |
To calculate the variable compensation amount for 2022, the net income from 2022 will be considered, up to a maximum of
These fixed and variable amounts for both periods shall not be challenged and those expressed in percentage terms shall be paid immediately after the respective annual general shareholders meeting approves the financial statements, the annual report, the account inspectors report and the external auditors report for the respective year.
| (d) | Health, Safety and Environmental Matters Committee: |
The remuneration of this committee for the 2021 period was composed of the payment of a fixed, gross, monthly amount of UF
| (e) | Corporate Governance Committee |
The remuneration for this committee for the 2021 period was composed of the payment of a fixed, gross, monthly amount of UF
| (f) | Guarantees constituted in favor of the directors |
No guarantees have been constituted in favor of the directors.
| (g) | Senior management compensation: |
| (i) | This includes monthly fixed salary and variable performance bonuses. (See Note 6.2) |
| (ii) | The Company has an annual bonus plan based on goal achievement and individual contribution to the Company’s results. These incentives are structured as a minimum and maximum number of gross monthly salaries and are paid once a year. |
| (iii) | In addition, there are retention bonuses for its executives (see Note 17.6) |
| (h) | Guarantees pledged in favor of the Company’s management |
No guarantees have been pledged in favor of the Company’s management.
| (i) | Pensions, life insurance, paid leave, shares in earnings, incentives, disability loans, other than those mentioned in the above points. |
The Company’s Management and Directors do not receive or have not received any benefit during the years ended December 31, 2022, 2021 and 2020 or compensation for the concept of pensions, life insurance, paid time off, profit sharing, incentives, or benefits due to disability other than those mentioned in the preceding points.
F-44
6.2 Key management personnel compensation
As of December 31, 2022, and 2021, the number of the key management personnel is
For the year ended | For the year ended | For the year ended | ||||
December 31, | December 31, | December 31, | ||||
Key management personnel compensation | 2022 | 2021 | 2020 | |||
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Key management personnel compensation |
| |
| |
| |
Please also see the description of the compensation plan for executives in Note 17.6.
Note 7Equity-accounted investees
7.1Investments in associates recognized according to the equity method of accounting
Share in profit (loss) of associates | Share in other comprehensive income of | Share in total comprehensive income of | ||||||||||||||||||||||
accounted for using the equity | associates accounted for using the equity | associates accounted for using the equity | ||||||||||||||||||||||
Equity-accounted investees | method | method | method | |||||||||||||||||||||
For the year | For the year | For the year | For the year | For the year | For the year | For the year | For the year | For the year | ||||||||||||||||
As of | As of | As of | ended | ended | ended | ended | ended | ended | ended | ended | ended | |||||||||||||
December | December | December | December | December | December | December | December | December | December | December | December | |||||||||||||
Associate | 31, 2022 | 31, 2021 | 31, 2020 | 31, 2022 | 31, 2021 | 31, 2020 | 31, 2022 | 31, 2021 | 31, 2020 | 31, 2022 | 31, 2021 | 31, 2020 | ||||||||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||
Abu Dhabi Fertilizer Industries WWL |
| |
| |
| |
| |
| |
| ( |
| |
| |
| |
| |
| |
| ( |
Doktor Tarsa Tarim Sanayi AS (*) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Ajay North America |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Ajay Europe SARL |
| |
| |
| |
| |
| |
| |
| ( |
| |
| |
| |
| |
| |
SQM Eastmed Turkey (*) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Kore Potash PLC (**) |
| |
| |
| |
| |
| |
| ( |
| |
| |
| ( |
| |
| |
| ( |
Total |
| |
| |
| |
| |
| |
| |
| ( |
| |
| |
| |
| |
| |
(*) | These investments were disposed of in 2020 |
(**) | For more details, see Note 7.3 (b). |
F-45
Dividends received for the year ending | ||||||||||||||
Share of | ||||||||||||||
Description of the nature | Country of | ownership in | December 31, | December 31, | December 31, | |||||||||
Associate | of the relationship | Address | incorporation | associates |
| 2022 |
| 2021 |
| 2020 | ||||
| ThUS$ |
| ThUS$ |
| ThUS$ | |||||||||
Abu Dhabi Fertilizer Industries WWL |
| Distribution and commercialization of specialty plant nutrients in the Middle East. |
| PO Box 71871, Abu Dhabi |
| United Arab Emirates |
| | % | |
| |
| |
Ajay North America |
| Production and distribution of iodine and iodine derivatives. |
| 1400 Industry RD Power Springs GA 30129 |
| United States of North America |
| | % | |
| |
| |
Ajay Europe SARL |
| Production and distribution of iodine and iodine derivatives. |
| Z.I. du Grand Verger BP 227 53602 Evron Cedex |
| France |
| | % | |
| |
| |
Total |
|
|
|
|
|
|
|
|
| |
| |
| |
7.2Assets, liabilities, revenue and expenses of associates
The information disclosed reflects the amounts presented in the financial statements of the relevant associates and not the Company's share of those amounts.
As of December 31, 2022 | For the year ended December 31, 2022 | |||||||||||||||
Assets | Liabilities | Other | ||||||||||||||
comprehensive | Comprehensive | |||||||||||||||
Associate |
| Current |
| Non-current |
| Current |
| Non-current | Revenue | Net income (loss) | income | income | ||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Ajay North America |
| |
| |
| |
| |
| |
| |
| |
| |
Ajay Europe SARL |
| |
| |
| |
| |
| |
| |
| ( |
| |
Total |
| |
| |
| |
| |
| |
| |
| ( |
| |
As of December 31, 2021 | For the year ended December 31, 2021 | |||||||||||||||
Assets | Liabilities | Other | ||||||||||||||
comprehensive | Comprehensive | |||||||||||||||
Associate |
| Current |
| Non-current |
| Current |
| Non-current | Revenue | Net income (loss) | income | income | ||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Ajay North America |
| |
| |
| |
| |
| |
| |
| |
| |
Ajay Europe SARL |
| |
| |
| |
| |
| |
| |
| ( |
| |
Total |
| |
| |
| |
| |
| |
| |
| ( |
| |
As of December 31, 2020 | For the year ended December 31, 2020 | |||||||||||||||
Assets | Liabilities | Other | ||||||||||||||
comprehensive | Comprehensive | |||||||||||||||
Associate |
| Current |
| Non-current |
| Current |
| Non-current | Revenue | Net income (loss) | income | income | ||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Abu Dhabi Fertilizer Industries WWL |
| |
| |
| |
| |
| |
| ( |
| |
| ( |
Ajay North America |
| |
| |
| |
| |
| |
| |
| |
| |
Ajay Europe SARL |
| |
| |
| |
| |
| |
| |
| |
| |
Kore Potash PLC |
| |
| |
| |
| |
| |
| ( |
| |
| ( |
Total |
| |
| |
| |
| |
| |
| |
| |
| |
7.3Disclosures regarding interests in associates
| (a) | Transactions for the year ended December 31, 2022: |
| ● | During February 2022, the Company received dividends of ThUS$ |
| (b) | Transactions for the year ended December 31, 2021: |
| ● | During the first quarter 2021, Kore Potash PLC made a share payment to its non-executive board members (remuneration shares) plus certain employees and former employees (performance shares) which resulted in a |
F-46
| in a dilution of |
| ● | As of December 31, 2021, the Company received dividends from Abu Dhabi Fertilizer Industries WWL of ThUS$ |
| ● | On June 30, 2021, the Company made an assessment of the recovery of the investment in Abu Dhabi Fertilizer Industries WWL and recognized an impairment of ThUS$ |
| (c) | Transactions for the year ended December 31, 2020: |
| ● | Kore Potash PLC made a share payment to its non-executive board members, which resulted in a |
| ● | In the third quarter of 2020 SQM S.A. increased its shares in Kore Potash PLC to |
| ● | In the third quarter of 2020, shares held in Doktor Tarsa Tarim and its subsidiaries were sold through Soquimich European Holdings B.V. at a value of ThUS$ |
| ● | In the third quarter of 2020, shares held in SQM Eastmed Turkey were sold through Soquimich European Holdings B.V. at a value of ThUS$ |
| ● | During the fourth quarter of 2020, SQM Holland (subsidiary) acquired the business of WSNPK from Plantacote N.V. (subsidiary of Doktor Tarsa Tarim Sanayi AS) for ThUS$ |
| ● | During the fourth quarter of 2020, Kore Potash PLC made a share-based payment to its non-executive board members, which resulted in a |
Note 8Joint Ventures
8.1Investment in joint ventures accounted for under the equity method of accounting.
F-47
Share in profit (loss) of joint ventures | ||||||||||||
Equity-accounted investees | accounted for using the equity method | |||||||||||
As of | As of | As of | For the year ended | For the year ended | For the year ended | |||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
Joint Venture | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
SQM Vitas Fzco. |
| |
| |
| |
| |
| |
| |
SQM Qingdao Star Corp Nutrition Co. Ltd. |
| |
| |
| — |
| |
| |
| |
Pavoni & C. Spa |
| |
| |
| |
| |
| |
| |
Covalent Lithium Pty Ltd. |
| |
| |
| — |
| |
| |
| |
Sichuan SQM Migao Chemical Fertilizers Co Ltd. |
| |
| |
| |
| |
| |
| ( |
Total |
| |
| |
| |
| |
| |
| |
Share on other comprehensive income joint ventures | Share on total comprehensive income of joint ventures | |||||||||||
accounted for using the equity method | accounted for using the equity method | |||||||||||
As of | As of | As of | For the year ended | For the year ended | For the year ended | |||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
Joint Venture | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Coromandel SQM India (*) |
| |
| |
| |
| |
| |
| — |
SQM Vitas Fzco. |
| |
| |
| ( |
| |
| |
| |
SQM Qingdao Star Corp Nutrition Co. Ltd. (*) |
| |
| |
| |
| |
| |
| |
SQM Vitas B.V. |
| |
| |
| |
| |
| |
| — |
Pavoni & C. Spa |
| ( |
| ( |
| |
| |
| ( |
| |
Covalent Lithium Pty Ltd. |
| |
| |
| |
| |
| |
| |
Sichuan SQM Migao Chemical Fertilizers Co Ltd. |
| |
| |
| |
| |
| |
| ( |
Total |
| |
| |
| ( |
| |
| |
| |
(*) | These investments were disposed of in 2021 |
(*) | See more details in Note 8.4 (a). |
F-48
The amounts described in the following box represent numbers used in the consolidation of the company:
Equity-accounted investees | Share in profit (loss) of joint ventures | |||||||||||
accounted for using the equity method | ||||||||||||
As of | As of | As of | For the year ended | For the year ended | For the year ended | |||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
Joint Venture | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
SQM Vitas Brasil Agroindustria (1) |
| |
| |
| |
| |
| |
| |
SQM Vitas Perú S.A.C. (1) |
| |
| |
| |
| |
| |
| |
Total |
| |
| |
| |
| | | | ||
Share on other comprehensive income of | Share on total comprehensive income of | |||||||||||
joint ventures accounted for using | joint ventures accounted for using | |||||||||||
the equity method, for the period ended | the equity method, for the period ended | |||||||||||
As of | As of | As of | For the year ended | For the year ended | For the year ended | |||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
Joint Venture | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
SQM Vitas Brasil Agroindustria (1) |
| |
| ( |
| ( |
| |
| |
| ( |
SQM Vitas Perú S.A.C. (1) |
| |
| |
| — |
| |
| |
| |
Total |
| |
| ( |
| ( |
| |
| |
| |
| (1) | The companies are subsidiaries of: |
SQM Vitas Fzco.
Dividends received for the year ending | ||||||||||||||
Share of | As of | As of | As of | |||||||||||
| Description of the nature |
|
| Country of |
| interest in |
| December 31, |
| December 31, |
| December 31, | ||
Joint venture | of the relationship | Domicile | incorporation | ownership | 2022 | 2021 | 2020 | |||||||
| ThUS$ |
| ThUS$ |
| ThUS$ | |||||||||
Sichuan SQM Migao Chemical Fertilizers Co Ltd. |
| Production and distribution of soluble fertilizers. |
| Huangjing Road, Dawan Town, Qingbaijiang Dristrict, Chengdu Municipality, Sichuan Province |
| China |
| | % | |
| |
| |
SQM Vitas Fzco. |
| Production and commercialization of specialty plant, animal nutrition and industrial hygiene. |
| Jebel ALI Free Zone P.O. Box 18222, Dubai |
| United Arab Emirates |
| | % | |
| |
| |
SQM Qingdao Star Corp Nutrition Co. Ltd. |
| Production and distribution of nutrient plant solutions with specialties NPK soluble. |
| Longquan Town, Jimo City, Qingdao Municipality, Shangdong Province |
| China |
| | % | |
| |
| |
Pavoni & C. Spa |
| Production of specialty fertilizers and others for distribution in Italy and other countries. |
| Corso Italia 172, 95129 Catania -CT, Sicilia |
| Italy |
| | % | |
| |
| |
SQM Vitas Brasil Agroindustria (1) | Production and trading of specialty vegetable and animal nutrition and industrial hygiene. | Via Cndeias, Km. 01 Sem Numero, Lote 4, Bairro Cia Norte, Candeias, Bahia. | Brazil | | % | | | | ||||||
SQM Vitas Perú S.A.C. (1) | Production and trading of specialty vegetable and animal nutrition and industrial hygiene | Av. Juan de Arona 187, Torre B, Oficina 301-II, San Isidro, Lima | Peru | | % | | | | ||||||
Covalent Lithium Pty Ltd. |
| Development and operation of the Mt. Holland Lithium project, which will include the construction of a lithium extraction and refining mine. |
| L18, 109 St Georges Tce Perth WA 6000 |PO Box Z5200 St Georges Tce Perth WA 6831 |
| Australia |
| | % | |
| |
| |
Total |
|
|
|
|
|
| |
| |
| | |||
(*) | The percentages presented correspond to the ownership used in the consolidation of the company. |
8.2Assets, liabilities, revenue and expenses from joint ventures
The information disclosed reflects the amounts presented in the financial statements of the relevant joint ventures and not the Company's share of those amounts.
F-49
| As of December 31, 2022 |
| For the year ended December 31, 2022 | |||||||||||||
Assets | Liabilities | Other | ||||||||||||||
comprehensive | Comprehensive | |||||||||||||||
Joint Venture |
| Current |
| Non-current |
| Current |
| Non-current |
| Revenue |
| Net income (loss) |
| income |
| income |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||
SQM Vitas Fzco. (*) |
| |
| — |
| |
| |
| |
| |
| |
| |
SQM Vitas Brasil Agroindustria (*) |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Vitas Perú S.A.C. (*) |
| |
| |
| |
| |
| |
| |
| |
| |
Pavoni & C. Spa (*) |
| |
| |
| |
| |
| |
| |
| ( |
| |
Covalent Lithium Pty Ltd. |
| |
| |
| |
| |
| |
| ( |
| |
| ( |
Total |
| |
| |
| |
| |
| |
| |
| |
| |
| As of December 31, 2021 |
| For the year ended December 31, 2021 | |||||||||||||
Assets | Liabilities | Other | ||||||||||||||
comprehensive | Comprehensive | |||||||||||||||
Joint Venture |
| Current |
| Non-current |
| Current |
| Non-current |
| Revenue |
| Net income (loss) |
| income |
| income |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||
SQM Vitas Fzco. |
| |
| — |
| |
| |
| |
| |
| |
| |
SQM Vitas Brasil Agroindustria |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM Vitas Perú S.A.C. |
| |
| |
| |
| |
| |
| |
| |
| |
Pavoni & C. Spa |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Covalent Lithium Pty Ltd. |
| |
| |
| |
| |
| |
| ( |
| |
| ( |
Total |
| |
| |
| |
| |
| |
| |
| ( |
| |
| As of December 31, 2020 |
| For the year ended December 31, 2020 | |||||||||||||
Assets | Liabilities | Other | ||||||||||||||
comprehensive | Comprehensive | |||||||||||||||
Joint Venture |
| Current |
| Non-current |
| Current |
| Non-current |
| Revenue |
| Net income (loss) |
| income |
| income |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||
Sichuan SQM Migao Chemical Fertilizers Co Ltd. | | | | — | ( | — | ( | |||||||||
SQM Vitas Fzco. |
| ( |
| |
| |
| — |
| — |
| |
| — |
| |
SQM Vitas Brasil Agroindustria |
| |
| |
| |
| — |
| |
| |
| ( |
| ( |
SQM Vitas Perú S.A.C. |
| |
| |
| |
| |
| |
| |
| — |
| |
Pavoni & C. Spa |
| |
| |
| |
| |
| |
| |
| |
| |
Covalent Lithium Pty Ltd. |
| |
| |
| |
| |
| — |
| ( |
| |
| ( |
Total |
| |
| |
| |
| |
| |
| |
| ( |
| |
8.3Other joint venture disclosures
| Cash and cash equivalents |
| Other current financial liabilities |
| Other non-current financial liabilities | |||||||
As of | As of | As of | As of | As of | As of | |||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
Joint Venture |
| 2022 |
| 2021 |
| 2022 |
| 2021 |
| 2022 |
| 2021 |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
SQM Vitas Fzco. |
| |
| |
| |
| |
| |
| |
SQM Vitas Brasil Agroindustria |
| |
| |
| |
| |
| |
| |
SQM Vitas Perú S.A.C. |
| |
| |
| |
| |
| |
| |
Pavoni & C. Spa |
| |
| |
| |
| |
| |
| |
Covalent Lithium Pty Ltd. |
| |
| |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
| |
| |
F-50
| Depreciation and amortization expense |
| Interest expense |
| Income tax benefit (expense) | |||||||
for the year ending | for the year ending | for the year ending | ||||||||||
As of | As of | As of | As of | As of | As of | |||||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |||||||
Joint Venture |
| 2022 |
| 2021 |
| 2022 |
| 2021 |
| 2022 |
| 2021 |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
SQM Vitas Fzco. |
| |
| — |
| ( |
| ( |
| |
| |
SQM Vitas Brasil Agroindustria |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
SQM Vitas Perú S.A.C. |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Pavoni & C. Spa |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
Covalent Lithium Pty Ltd. |
| ( |
| ( |
| ( |
| ( |
| |
| |
Total |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
8.4Disclosure of interests in joint ventures
| a) | Transactions in the year 2022 |
| ● | As of December 31, 2022, there are no transactions to disclose. |
| b) | Transactions in the year 2021 |
| ● | On February 9, 2021, two of the Company’s subsidiaries signed an agreement to terminate a dispute related to sales contracts and interest in the joint venture of Sichuan SQM Migao Chemical Fertilizers Co Ltd. Consequently, the Company received a US$ |
| c) | Transactions in the year 2020 |
| ● | SQM Vitas BV became a wholly owned subsidiary of the Company during the second quarter of 2020, through its subsidiary Soquimich European Holdings, at a cost of ThUS$ |
| ● | In the second quarter of 2020, shares held in Arpa Speciali S.R.L. were sold through SQM Pavoni & C., SpA. At a value of ThUS$ |
| ● | In the third quarter of 2020, shares held in Coromandel SQM India were sold through Soquimich European Holdings B.V. at a value of ThUS$ |
| ● | During fourth quarter of 2020, the shares in SQM Qingdao-Star Co, Ltd. were sold through SQM Industrial S.A. for ThUS$ |
| ● | A gain amounting ThUS$ |
8.5Joint Operations
In 2017, together with our subsidiary SQM Australia Pty, we entered into an agreement to acquire
On February 17, 2021, the Board of Directors approved the investment in the Mount Holland lithium project in Western Australia. SQM's share of the project investment is expected to be approximately US$
F-51
2025. The feasibility study confirms an expected initial production capacity of
As of December 31, 2022, a total of US$
Note 9Cash and cash equivalents
9.1Types of cash and cash equivalents
As of December 31, 2022 and 2021, cash and cash equivalents are detailed as follows:
| As of |
| As of | |
December 31, | December 31, | |||
Cash | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Cash on hand | | | ||
Cash in banks |
| |
| |
Total Cash | | |
| As of |
| As of | |
December 31, | December 31, | |||
Cash equivalents | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Short-term deposits, classified as cash equivalents | ||||
Short-term investments, classified as cash equivalents | ||||
Total cash equivalents |
| |
| |
Total cash and cash equivalents |
| |
| |
9.2Short-term investments, classified as cash equivalents
As of December 31, 2022 and 2021, the short-term investments classified as cash equivalents relate to mutual funds (investment liquidity funds) for investments in:
| As of |
| As of | |
December 31, | December 31, | |||
Institution | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Legg Mason - Western Asset Institutional Cash Reserves | ||||
JP Morgan US dollar Liquidity Fund Institutional | ||||
Total |
| |
| |
Short-term investments are highly liquid mutual funds that are basically invested in short-term fixed rate notes in the U.S. market.
9.3Amount restricted cash balances
The Company has granted a guarantee consisting of financial instruments, specified in deposits, custody and administration to Banco de Chile, for its subsidiary Isapre Norte Grande Ltda., in compliance with the provisions of the Superintendence of Health, which regulates social security health institutions.
According to the regulations of the Superintendence of Health, this guarantee is for the total payable to its affiliates and medical providers. Banco de Chile reports the current value of the guarantee to the Superintendence of Health and Isapre Norte Grande Ltda. on a daily basis.
F-52
As of December 31, 2022 and 2021, pledged assets are as follows
| As of |
| As of | |
| December 31, |
| December 31, | |
Restricted cash balances |
| 2022 |
| 2021 |
| ThUS$ |
| ThUS$ | |
Isapre Norte Grande Ltda. |
| |
| |
Total |
| |
| |
9.4Short-term deposits, classified as cash equivalents
The detail at the end of each balance date is as follows:
| Original |
|
| Interest |
| As of | ||||||||||
Receiver of the deposit |
| Type of deposit |
| Currency |
| Interest Rate |
| Placement date |
| Expiration date |
| Principal |
| accrued to-date |
| December 31, 2022 |
| ThUS$ |
| ThUS$ |
| ThUS$ | |||||||||||
Banco Crédito e Inversiones |
| Fixed term |
| Peso |
| | % | 11-17-2022 |
| 01-25-2023 |
| |
| |
| |
Banco Crédito e Inversiones |
| Fixed term |
| Peso |
| | % | 12-15-2022 |
| 01-25-2023 |
| |
| |
| |
Itau Corpbanca |
| Fixed term |
| Peso |
| | % | 12-06-2022 |
| 01-05-2023 |
| |
| |
| |
Itau Corpbanca |
| Fixed term |
| Peso |
| | % | 12-12-2022 |
| 01-25-2023 |
| |
| |
| |
Itau Corpbanca |
| Fixed term |
| Peso |
| | % | 11-17-2022 |
| 01-25-2023 |
| |
| |
| |
Itau Corpbanca |
| Fixed term |
| Peso |
| | % | 11-16-2022 |
| 01-25-2023 |
| |
| |
| |
Itau Corpbanca |
| Fixed term |
| Peso |
| | % | 12-13-2022 |
| 01-25-2023 |
| |
| |
| |
Santander |
| Fixed term |
| Peso |
| | % | 12-16-2022 |
| 01-25-2023 |
| |
| |
| |
Santander |
| Fixed term |
| Peso |
| | % | 12-06-2022 |
| 01-05-2023 |
| |
| |
| |
Scotiabank Sud Americano |
| Fixed term |
| Peso |
| | % | 12-12-2022 |
| 01-25-2023 |
| |
| |
| |
Scotiabank Sud Americano |
| Fixed term |
| Peso |
| | % | 12-13-2022 |
| 01-25-2023 |
| |
| |
| |
Scotiabank Sud Americano |
| Fixed term |
| Peso |
| | % | 12-13-2022 |
| 01-25-2023 |
| |
| |
| |
Scotiabank Sud Americano |
| Fixed term |
| Peso |
| | % | 12-14-2022 |
| 01-25-2023 |
| |
| |
| |
Scotiabank Sud Americano | Fixed term | Dollar | | % | 11-21-2022 | 01-25-2023 | | | | |||||||
Sumitomo Mitsui Banking | Fixed term | Dollar | | % | 11-21-2022 | 01-25-2023 | | | | |||||||
Banco Crédito e Inversiones | Fixed term | Dollar | | % | 12-06-2022 | 01-06-2023 | | | | |||||||
Banco Crédito e Inversiones | Fixed term | Dollar | | % | 12-01-2022 | 01-03-2023 | | | | |||||||
Banco Crédito e Inversiones | Fixed term | Peso | | % | 12-30-2022 | 01-06-2023 | | | | |||||||
Banco de Chile | Fixed term | Dollar | | % | 12-12-2022 | 02-14-2023 | | | | |||||||
Itau Corpbanca | Fixed term | Dollar | | % | 12-13-2022 | 02-16-2023 | | | | |||||||
Itau Corpbanca | Fixed term | Dollar | | % | 11-30-2022 | 01-03-2023 | | | | |||||||
Itau Corpbanca | Fixed term | Dollar | | % | 12-06-2022 | 01-06-2023 | | | | |||||||
Itau Corpbanca | Fixed term | Dollar | | % | 12-21-2022 | 02-27-2023 | | | | |||||||
Scotiabank Sud Americano | Fixed term | Dollar | | % | 12-07-2022 | 01-27-2023 | | | | |||||||
Scotiabank Sud Americano | Fixed term | Dollar | | % | 11-16-2022 | 01-03-2023 | | | | |||||||
Scotiabank Sud Americano | Fixed term | Dollar | | % | 12-28-2022 | 02-13-2023 | | | | |||||||
Scotiabank Sud Americano | Fixed term | Dollar | | % | 12-30-2022 | 03-03-2023 | | — | | |||||||
Scotiabank Sud Americano | Fixed term | Dollar | | % | 11-22-2022 | 01-03-2023 | | | | |||||||
Scotiabank Sud Americano | Fixed term | Dollar | | % | 12-16-2022 | 01-13-2023 | | | | |||||||
Scotiabank Sud Americano | Fixed term | Dollar | | % | 12-22-2022 | 02-16-2023 | | | | |||||||
Total |
|
|
|
|
|
|
|
|
|
|
| |
| |
| |
F-53
|
|
|
|
|
|
|
| As of | ||||||||
Original | Interest | December 31, | ||||||||||||||
Receiver of the deposit |
| Type of deposit |
| Currency |
| Interest Rate |
| Placement date |
| Expiration date |
| Principal |
| accrued to-date |
| 2021 |
| ThUS$ | ThUS$ | ThUS$ | |||||||||||||
Credit Suisse |
| Fixed term |
| Dollar |
| | % | 11-30-2021 |
| 02-28-2022 |
| |
| |
| |
Banco BCI |
| Fixed term |
| Dollar |
| | % | 12-24-2021 |
| 02-28-2022 |
| |
| — |
| |
Banco BCI |
| Fixed term |
| Dollar |
| | % | 12-07-2021 |
| 01-14-2022 |
| |
| |
| |
Banco BCI |
| Fixed term |
| Dollar |
| | % | 12-30-2021 |
| 01-14-2022 |
| |
| — |
| |
Banco Santander |
| Fixed term |
| Dollar |
| | % | 12-30-2021 |
| 01-06-2022 |
| |
| |
| |
Banco Santander |
| Fixed term |
| Dollar |
| | % | 12-16-2021 |
| 01-31-2022 |
| |
| — |
| |
Banco Santander |
| Fixed term |
| Dollar |
| | % | 12-27-2021 |
| 03-04-2022 |
| |
| — |
| |
Banco Santander |
| Fixed term |
| Dollar |
| | % | 12-29-2021 |
| 01-27-2022 |
| |
| — |
| |
Banco Itaú Corpbanca |
| Fixed term |
| Dollar |
| | % | 12-14-2021 |
| 01-07-2022 |
| |
| |
| |
Banco Itaú Corpbanca |
| Fixed term |
| Dollar |
| | % | 12-28-2021 |
| 01-24-2022 |
| |
| — |
| |
Banco Itaú Corpbanca |
| Fixed term |
| Dollar |
| | % | 12-07-2021 |
| 01-28-2022 |
| |
| — |
| |
Scotiabank Sud Americano |
| Fixed term |
| Dollar |
| | % | 12-24-2021 |
| 02-28-2022 |
| |
| — |
| |
Scotiabank Sud Americano |
| Fixed term |
| Dollar |
| | % | 12-17-2021 |
| 01-31-2022 |
| |
| — |
| |
Scotiabank Sud Americano |
| Fixed term |
| Dollar |
| | % | 12-03-2021 |
| 01-18-2022 |
| |
| — |
| |
Total |
|
|
|
|
|
|
|
|
|
|
| |
| |
| |
F-54
Note 10Inventories
| As of |
| As of | |
| December 31, |
| December 31, | |
Type of inventory |
| 2022 |
| 2021 |
| ThUS$ |
| ThUS$ | |
Raw material |
| |
| |
Production supplies |
| |
| |
Products-in-progress |
| |
| |
Finished product |
| |
| |
Total |
| |
| |
As of December 31, 2022 and 2021, the Company held caliche stockpiles, solutions in solar ponds and intermediary salts amounting ThUS$
As of December 31, 2022, bulk inventories recognized within finished goods were ThUS$
As of December 31, 2022 and 2021, recognized inventory allowances, amounted to ThUS$
For raw materials, supplies, materials and parts, the lower value provision was associated to the proportion of defective materials and potential differences.
The breakdown of inventory allowances is detailed as follows:
| As of |
| As of | |
| December 31, |
| December 31, | |
Type of inventory |
| 2022 |
| 2021 |
| ThUS$ |
| ThUS$ | |
Raw material and supplies for production |
| |
| |
Products-in-progress |
| |
| |
Finished product |
| |
| |
Total |
| |
| |
The Company has not pledged inventory as collateral for the periods indicated above.
F-55
As of December 31, 2022, and 2021, movements in provisions are detailed as follows:
| As of |
| As of |
| As of | |
| December 31, |
| December 31, |
| December 31, | |
Reconciliation |
| 2022 |
| 2021 |
| 2020 |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Beginning balance |
| |
| |
| |
Increase in Lower Value (1) |
| |
| ( |
| ( |
Additional Provision Differences of Inventory (2) |
| ( |
| |
| ( |
Increase / Decrease eventual differences and others (3) |
| — |
| — |
| |
Provision Used |
| ( |
| ( |
| ( |
Total changes |
| |
| ( |
| ( |
Final balance |
| |
| |
| |
| (1) | There are three types of Lower Value Provisions: (a) Economic Realizable Lower Value, (b) Potential Inventory with Uncertain Future Use and (c) Reprocessing Costs of Off-Specification Products. |
| (2) | Provisions for Inventory Differences generated when physical differences are detected when taking inventory, which exceed the tolerance levels for this process. |
| (3) | This algorithm corresponds to the provision of diverse percentages based on the complexity in the measurement and rotation of stock, as well as standard differences based on previous results, as is the case with provisions relating to Commercial Offices. |
Note 11Related party disclosures
11.1Related party disclosures
Balances pending at period-end are not guaranteed, accrue no interest and are settled in cash, no guarantees have been delivered or received for trade and other receivables due from related parties or trade and other payables due to related parties.
11.2Relationships between the parent and the entity
Pursuant to Article 99 of Law of the Securities Market Law, the CMF may determine that a company does not have a controlling entity in accordance with the distribution and dispersion of its ownership. On November 30, 2018, the CMF issued the ordinary letter No. 32,131 whereby it determined that Pampa Group, do not exert decisive power over the management of the Company since it does not have a predominance in the ownership that allows it to make management decisions. Therefore, the CMF has determined not to consider Pampa Group as the controlling entity of the Company and that the Company does not have a controlling entity given its current ownership structure.
F-56
11.3Detailed identification of related parties and subsidiaries
As of December 31, 2022 and 2021, the detail of entities that are identified as subsidiaries or related parties of the SQM Group is as follows:
Tax ID No |
| Name |
| Country of origin |
| Functional currency |
| Nature |
Foreign |
| Nitratos Naturais Do Chile Ltda. |
| Brazil |
| Dollar |
| Subsidiary |
Foreign |
| SQM North America Corp. |
| United States |
| Dollar |
| Subsidiary |
Foreign |
| SQM Europe N.V. |
| Belgium |
| Dollar |
| Subsidiary |
Foreign |
| Soquimich European Holding B.V. |
| Netherlands |
| Dollar |
| Subsidiary |
Foreign |
| SQM Corporation N.V. |
| Curacao |
| Dollar |
| Subsidiary |
Foreign |
| SQM Comercial De México S.A. de C.V. |
| Mexico |
| Dollar |
| Subsidiary |
Foreign |
| North American Trading Company |
| United States |
| Dollar |
| Subsidiary |
Foreign |
| Administración y Servicios Santiago S.A. de C.V. |
| Mexico |
| Dollar |
| Subsidiary |
Foreign |
| SQM Perú S.A. (3) |
| Peru |
| Dollar |
| Subsidiary |
Foreign |
| SQM Ecuador S.A. |
| Ecuador |
| Dollar |
| Subsidiary |
Foreign |
| SQM Nitratos Mexico S.A. de C.V. |
| Mexico |
| Dollar |
| Subsidiary |
Foreign |
| SQMC Holding Corporation L.L.P. |
| United States |
| Dollar |
| Subsidiary |
Foreign |
| SQM Investment Corporation N.V. |
| Curacao |
| Dollar |
| Subsidiary |
Foreign |
| SQM Brasil Limitada |
| Brazil |
| Dollar |
| Subsidiary |
Foreign |
| SQM France S.A. |
| France |
| Dollar |
| Subsidiary |
Foreign |
| SQM Japan Co. Ltd. |
| Japan |
| Dollar |
| Subsidiary |
Foreign |
| Royal Seed Trading Corporation A.V.V. |
| Aruba |
| Dollar |
| Subsidiary |
Foreign |
| SQM Oceania Pty Limited |
| Australia |
| Dollar |
| Subsidiary |
Foreign |
| Rs Agro-Chemical Trading Corporation A.V.V. |
| Aruba |
| Dollar |
| Subsidiary |
Foreign |
| SQM Indonesia S.A. |
| Indonesia |
| Dollar |
| Subsidiary |
Foreign |
| SQM Virginia L.L.C. |
| United States |
| Dollar |
| Subsidiary |
Foreign |
| Comercial Caimán Internacional S.A. |
| Panama |
| Dollar |
| Subsidiary |
Foreign |
| SQM África Pty. Ltd. |
| South Africa |
| Dollar |
| Subsidiary |
Foreign |
| SQM Colombia SAS |
| Colombia |
| Dollar |
| Subsidiary |
Foreign |
| SQM Internacional N.V. |
| Belgium |
| Dollar |
| Subsidiary |
Foreign |
| SQM -Shanghai Chemicals Co. Ltd. |
| China |
| Dollar |
| Subsidiary |
Foreign |
| SQM Lithium Specialties LLC |
| United States |
| Dollar |
| Subsidiary |
Foreign |
| SQM Iberian S.A. |
| Spain |
| Dollar |
| Subsidiary |
Foreign |
| SQM Beijing Commercial Co. Ltd. |
| China |
| Dollar |
| Subsidiary |
Foreign |
| SQM Thailand Limited |
| Thailand |
| Dollar |
| Subsidiary |
Foreign |
| SQM Australia PTY |
| Australia |
| Dollar |
| Subsidiary |
Foreign |
| SQM Holland B.V. |
| Netherlands |
| Dollar |
| Subsidiary |
Foreign |
| SQM Korea LLC |
| Korea |
| Dollar |
| Subsidiary |
96.801.610-5 |
| Comercial Hydro S.A. |
| Chile |
| Dollar |
| Subsidiary |
96.651.060-9 |
| SQM Potasio S.A. |
| Chile |
| Dollar |
| Subsidiary |
96.592.190-7 |
| SQM Nitratos S.A. |
| Chile |
| Dollar |
| Subsidiary |
96.592.180-K |
| Ajay SQM Chile S.A. |
| Chile |
| Dollar |
| Subsidiary |
79.947.100-0 |
| SQM Industrial S.A. |
| Chile |
| Dollar |
| Subsidiary |
79.906.120-1 |
| Isapre Norte Grande Ltda. |
| Chile |
| Peso |
| Subsidiary |
79.876.080-7 |
| Almacenes y Depósitos Ltda. |
| Chile |
| Peso |
| Subsidiary |
F-57
Tax ID No |
| Name |
| Country of origin |
| Functional currency |
| Nature |
79.770.780-5 |
| Servicios Integrales de Tránsitos y Transferencias S.A. |
| Chile |
| Dollar |
| Subsidiary |
79.768.170-9 |
| Soquimich Comercial S.A. |
| Chile |
| Dollar |
| Subsidiary |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| Dollar |
| Subsidiary |
76.534.490-5 |
| Sociedad Prestadora de Servicios de Salud Cruz del Norte S.A. |
| Chile |
| Peso |
| Subsidiary |
76.425.380-9 |
| Exploraciones Mineras S.A. |
| Chile |
| Dollar |
| Subsidiary |
76.064.419-6 |
| Comercial Agrorama Ltda. |
| Chile |
| Peso |
| Subsidiary |
76.145.229-0 |
| Agrorama S.A. |
| Chile |
| Peso |
| Subsidiary |
76.359.919-1 |
| Orcoma Estudios SPA |
| Chile |
| Dollar |
| Subsidiary |
76.360.575-2 |
| Orcoma SPA |
| Chile |
| Dollar |
| Subsidiary |
76.686.311-9 |
| SQM MaG SpA |
| Chile |
| Dollar |
| Subsidiary |
77.114.779-8 |
| Sociedad Contractual Minera Bufalo |
| Chile |
| Dollar |
| Subsidiary |
Foreign |
| Abu Dhabi Fertilizer Industries WWL |
| United Arab Emirates |
| Arab Emirates dirham |
| Associate |
Foreign |
| Ajay North America |
| United States |
| Dollar |
| Associate |
Foreign |
| Ajay Europe SARL |
| France |
| Euro |
| Associate |
Foreign |
| Kore Potash PLC |
| United Kingdom |
| Dollar |
| Associate |
Foreign |
| SQM Vitas Fzco. |
| United Arab Emirates |
| Arab Emirates dirham |
| Joint venture |
Foreign |
| Covalent Lithium Pty Ltd. |
| Australia |
| Dollar |
| Joint venture |
Foreign |
| Pavoni & C, SPA |
| Italy |
| Euro |
| Joint venture |
96.511.530-7 |
| Sociedad de Inversiones Pampa Calichera |
| Chile |
| Dollar |
| Other related parties |
96.529.340-K |
| Norte Grande S.A. |
| Chile |
| Peso |
| Other related parties |
79.049.778-9 |
| Callegari Agrícola S.A. |
| Chile |
| Peso |
| Other related parties |
Foreign |
| SQM Vitas Brasil Agroindustria (1) |
| Brazil |
| Brazilian real |
| Other related parties |
Foreign |
| SQM Vitas Perú S.A.C. (1) |
| Peru |
| Dollar |
| Other related parties |
Foreign |
| Abu Dhabi Fertilizer Industries WWL (2) |
| United Arab Emirates |
| United Arab Emirates dirham |
| Other related parties |
Foreign |
| International Technical and Trading Agencies CO WLL (2) |
| United Arab Emirates |
| United Arab Emirates dirham |
| Other related parties |
| (1) | These Companies are subsidiaries of the joint venture SQM Vitas Fzco. |
| (2) | These Companies are subsidiaries of the joint venture Abu Dhabi Fertilizer Industries WWL Ltda. and therefore it consolidates them and presents all their assets and liabilities. |
| (3) | This company was liquidated in December 2022. |
The following entity was considered related party as of December 31, 2021: Sichuan SQM Migao Chemical Fertilizers Co Ltd. The following entities were considered related parties as of December 31, 2020 (see Note 7.3 letter c and Note 8.4 letter b): SQI Corporation N.V., SQM Italia SRL, Doktor Tarsa Tarim, SQM Eastmed Turkey, Terra Tarsa Ukraine LLC, Terra Tarsa B.V., Plantacote N.V., Terra Tarsa Don LLC, Doktolab Tarim Arastirma San., Doctochem Tarim Sanayi Ticaret Ltd. STI, Coromandel SQM India Sichuan SQM Migao Chemical Fertilizers Co Ltd. and Arpa Speciali S.R.L.
F-58
The following other related parties correspond to mining contractual corporations.
Tax ID No. |
| Name |
| Country of origin |
| Functional currency |
| Relationship |
N/A |
| Ara Dos Primera del Salar de Pampa Blanca, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Ara Tres Primera del Salar de Pampa Blanca, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Ara Cuatro Primera del Salar de Pampa Blanca, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Ara Cinco Primera del Salar de Pampa Blanca, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Curicó Dos Primera del Salar de Pampa Alta, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Curicó Tres Primera del Sector de Pampa Alta, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Evelyn Veinticuatro Primera de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Filomena Tres Primera de Oficina Filomena, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Filomena Cuatro Primera de Oficina Filomena, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Francis Cuatro Primera de Pampa Blanca, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Francis Cuatro Segunda del Salar de Pampa Blanca, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Francis Cuatro Tercera de Pampa Blanca, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Francis Cuatro Cuarta de Pampa Blanca, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Francis Cuatro Quinta de Pampa Blanca, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Francis Primera del Salar de Pampa Blanca de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Francis Segunda del Salar de Pampa Blanca de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Francis Tercera del Salar de Pampa Blanca de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Ivon Primera de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Ivon Décima Segunda de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Ivon Sexta de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Julia Primera de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Lorena Trigésimo Quinta de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Perseverancia Primera de Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Tamara 40 Primera del Sector S.E. OF. Concepción, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Tamara Tercera de Oficina Concepción, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
N/A |
| Tamara 4 Segunda del Sector S.E. OF Concepción, Sierra Gorda |
| Chile |
| Peso |
| Other related parties |
Below is a list of transactions with clients and suppliers with whom a relationship with key Company personnel was identified:
Tax ID No |
| Name |
| Country of origin |
| Nature |
76.389.727-3 |
| Sociedad Periodística El Libero |
| Chile |
| Other related parties |
90.193.000-7 |
| El Mercurio S.A.P. |
| Chile |
| Other related parties |
92.580.000-7 |
| Empresa Nacional de Telecomunicaciones S.A. |
| Chile |
| Other related parties |
96.806.980-2 |
| Entel PCS Telecomunicaciones S.A. |
| Chile |
| Other related parties |
97.004.000-5 |
| Banco de Chile |
| Chile |
| Other related parties |
99.012.000-5 |
| Compañía de Seguros de Vida Consorcio Nacional |
| Chile |
| Other related parties |
10.581.580-8 |
| Gonzalo Guerrero Yamamoto |
| Chile |
| Other related parties |
96.529.340-K |
| Norte Grande S.A. |
| Chile |
| Other related parties |
65.204.189-2 | Fundación para el desarrollo social | Chile |
| Other related parties | ||
82.135.600-8 | Instituto Chileno administración empresas | Chile | Other related parties |
F-59
11.4Detail of related parties and related party transactions
Transactions between the Company and its subsidiaries, associated businesses, joint ventures and other related parties are part of the Company’s common transactions. Their conditions are those customary for this type of transactions in respect of terms and market prices. Maturity terms for each case vary by virtue of the transaction giving rise to them.
For the year ended December 31, 2022, 2021 and 2020, the detail of significant transactions with related parties is as follows
For the year ended | For the year ended | For the year ended | ||||||||||||
December | December | December | ||||||||||||
Tax ID No |
| Name |
| Nature |
| Country of origin |
| Transaction |
| 31, 2022 |
| 31, 2021 |
| 31, 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||||||||||
Foreign |
| Doktor Tarsa Tarim Sanayi AS |
| Associate |
| Turkey |
| Sale of products |
| — |
| — |
| |
Foreign |
| Ajay Europe S.A.R.L. |
| Associate |
| France |
| Sale of products |
| |
| |
| |
Foreign |
| Ajay Europe S.A.R.L. |
| Associate |
| France |
| Dividends |
| |
| |
| |
Foreign |
| Ajay North America LL.C. |
| Associate |
| United States |
| Sale of products |
| |
| |
| |
Foreign |
| Ajay North America LL.C. |
| Associate |
| United States |
| Dividends |
| |
| |
| |
Foreign |
| Abu Dhabi Fertilizer Industries WWL |
| Associate |
| United Arab Emirates |
| Dividends |
| |
| |
| — |
Foreign |
| Abu Dhabi Fertilizer Industries WWL |
| Associate |
| United Arab Emirates |
| Sale of products |
| — |
| — |
| — |
Foreign |
| SQM Vitas Brasil Agroindustria |
| Other related parties |
| Brazil |
| Sale of products |
| |
| |
| |
Foreign |
| SQM Vitas Perú S.A.C. |
| Other related parties |
| Perú |
| Sale of products |
| |
| |
| |
Foreign |
| Coromandel SQM India |
| Joint venture |
| India |
| Sale of products |
| — |
| |
| |
Foreign |
| SQM Star Qingdao Corp Nutrition Co., Ltd. |
| Joint venture |
| China |
| Dividends |
| — |
| — |
| |
Foreign |
| SQM Star Qingdao Corp Nutrition Co., Ltd. |
| Joint venture |
| China |
| Sale of products |
| — |
| — |
| — |
Foreign |
| Terra Tarsa Ukraine LLC |
| Other related parties |
| Ukraine |
| Sale of products |
| — |
| — |
| |
Foreign |
| Pavoni & CPA |
| Joint venture |
| Italy |
| Sale of products |
| |
| |
| |
Foreign |
| Plantacote NV |
| Other related parties |
| Belgium |
| Sale of products |
| — |
| — |
| — |
Foreign |
| Arpa Speciali S.R.L. |
| Other related parties |
| Italy |
| Sale of products |
| — |
| — |
| — |
Foreign |
| Terra Tarsa Don LLC |
| Other related parties |
| Russian Federation |
| Sale of products |
| — |
| — |
| — |
Foreign |
| SQM Eastmed Turkey |
| Associate |
| Turkey |
| Sale of products |
| — |
| — |
| — |
Chile |
| Banco de Chile |
| Other related parties |
| Chile |
| Service Provider |
| ( |
| ( |
| — |
Chile |
| Norte Grande S.A. |
| Other related parties |
| Chile |
| Client |
| |
| |
| — |
Chile |
| El Mercurio S.A.P. |
| Other related parties |
| Chile |
| Service Provider |
| ( |
| ( |
| — |
Chile |
| Compañía de Seguros de Vida Consorcio Nacional |
| Other related parties |
| Chile |
| Service Provider |
| ( |
| ( |
| — |
Chile |
| Entel PCS Telecomunicaciones S.A. |
| Other related parties |
| Chile |
| Service Provider |
| ( |
| ( |
| — |
Chile |
| Empresa Nacional de Telecomunicaciones |
| Other related parties |
| Chile |
| Service Provider |
| ( |
| ( |
| — |
Chile | Gonzalo Guerrero Yamamoto | Other related parties | Chile | Service Provider | ( | ( | — | |||||||
Chile | Instituto Chileno administración empresas | Other related parties | Chile | Service Provider | ( | — | — | |||||||
Chile | Fundación para el desarrollo social | Other related parties | Chile | Service Provider | ( | — | — |
F-60
11.5Trade receivables due from related parties, current:
As of | As of | |||||||||||
December 31, | December 31, | |||||||||||
Tax ID No |
| Name |
| Nature |
| Country of origin |
| Currency |
| 2022 |
| 2021 |
ThUS$ | ThUS$ | |||||||||||
Foreign | Ajay Europe S.A. R.L. | Associate | France | Euro | | | ||||||
Foreign | Ajay North America LLC. | Associate | United States of America | Dollar | | | ||||||
Foreign |
| Abu Dhabi Fertilizer Industries WWL |
| Associate |
| United Arab Emirates |
| United Arab Emirates Dirham |
| — |
| |
96.511.530-7 |
| Soc. de Inversiones Pampa Calichera |
| Other related parties |
| Chile |
| Dollar |
| |
| |
Foreign |
| SQM Vitas Brasil Agroindustria |
| Other related parties |
| Brazil |
| Dollar |
| |
| |
Foreign |
| SQM Vitas Perú S.A.C. |
| Other related parties |
| Peru |
| Dollar |
| |
| |
Foreign |
| SQM Vitas Fzco. |
| Joint venture |
| United Arab Emirates |
| United Arab Emirates Dirham |
| |
| |
Foreign |
| Pavoni & C SpA |
| Joint venture |
| Italy |
| Euro |
| |
| |
Foreign |
| Covalent Lithium Pty Ltd. |
| Joint venture |
| Australia |
| Australian dollar |
| |
| |
Total |
|
|
|
|
|
| |
| |
As of December 31, 2022 and 2021, receivables are net of provision for ThUS$
11.6Other disclosures:
Note 6 describes the remuneration of the board of directors, administration and key management personnel.
F-61
Note 12 Financial instruments
12.1Types of other current and non-current financial assets
| As of |
| As of | |
December 31, | December 31, | |||
Description of other financial assets | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Financial assets at amortized cost (1) | | | ||
Derivative financial instruments |
|
| ||
- For hedging |
| |
| |
- Non-hedging (2) |
| |
| |
Total other current financial assets |
| |
| |
Financial assets at fair value through other comprehensive income (4) (5) |
| |
| |
Derivative financial instruments |
|
|
|
|
- For hedging |
| |
| |
Other financial assets at amortized cost |
| |
| |
Total other non-current financial assets |
| |
| |
| As of |
| As of | |
December 31, | December 31, | |||
Institution | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Banco de Crédito e Inversiones | | | ||
Banco Santander (3) | | | ||
Banco Itaú CorpBanca |
| |
| |
Banco Estado | | | ||
Banco de Chile |
| |
| |
Scotiabank Sud Americano |
| |
| |
Sumitomo Mitsui Banking |
| |
| |
Total |
| |
| |
| (1) | Corresponds to term deposits whose maturity date is greater than 90 days and less than 360 days from the investment date constituted in the aforementioned financial institutions. |
| (2) | Correspond to forwards and options that were not classified as hedging instruments (See detail in Note 12.3). |
| (3) | As of December 31, 2022, no margin calls were recorded. As of December 31, 2021, margin calls were recorded for US$ |
| (4) | During the first quarter of 2021, equity instruments classified at fair value irrevocably through other comprehensive income were sold for US$ |
| (5) | During the second quarter of 2021, as a result of the loss of significant influence over the investment of Kore Potash (for more details, see Note 7.3 letter b), the investment, which was previous recognized as an investment in associates, was reclassified as other non-current financial assets as it was classified as financial equity instrument at fair value through other comprehensive income irrevocably. |
F-62
12.2Trade and other receivables
As of December 31, 2022 | As of December 31, 2021 | |||||||||||
Trade and other receivables |
| Current |
| Non-current |
| Total |
| Current |
| Non-current |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Trade receivables, current |
| |
| |
| |
| |
| |
| |
Prepayments, current |
| |
| |
| |
| |
| |
| |
Other receivables, current |
| |
| |
| |
| |
| |
| |
Guarantee deposits (1) | | | | | | | ||||||
Total trade and other receivables |
| |
| |
| |
| |
| |
| |
See discussion about credit risk in Note 4.2.
As of December 31, 2022 |
| As of December 31, 2021 | ||||||||||
Impairment | Impairment | |||||||||||
Gross | provision for | Trade receivables, | Gross | provision for | Trade receivables, | |||||||
Trade and other receivables |
| receivables |
| doubtful receivables |
| net |
| receivables |
| doubtful receivables |
| net |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Receivables related to credit operations, current | | ( | | | ( | | ||||||
Prepayments, current | | ( | | | ( | | ||||||
Other receivables, current |
| |
| ( |
| |
| |
| ( |
| |
Guarantee deposits (1) | | | | | | | ||||||
Other receivables, non-current |
| |
| |
| |
| |
| |
| |
Total trade and other receivables |
| |
| ( |
| |
| |
| ( |
| |
(1) During the third quarter of 2022, the Company signed an agreement for an option to potentially acquire a battery-grade lithium hydroxide monohydrate plant with a production capacity of approximately
The acquisition cost totals CNY
F-63
(a)Renegotiated portfolio
As of December 31, 2022, and 2021 the detail of the renegotiated portfolio is as follows:
As of December 31, 2022 | ||||||||
Portfolio analysis | ||||||||
Number of customers with | Gross non-renegotiated | Number of customers with | Gross renegotiated | |||||
Past due segments |
| non-renegotiated portfolio |
| portfolio ThUS$ |
| renegotiated portfolio |
| portfolio ThUS$ |
Current | | | | | ||||
1 - 30 days |
| |
| |
| |
| |
31 - 60 days |
| |
| |
| |
| |
61 - 90 days |
| |
| |
| |
| |
91 - 120 days |
| |
| |
| |
| |
121 - 150 days |
| |
| |
| |
| |
151 - 180 days |
| |
| |
| |
| |
181 - 210 days |
| |
| |
| |
| |
211 - 250 days |
| |
| |
| |
| |
>250 days |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
As of December 31, 2021 | ||||||||
Portfolio analysis | ||||||||
non-renegotiated portfolio | Gross non-renegotiated | Number of customers with | Gross renegotiated | |||||
Past due segments |
| Number of customers with |
| portfolio ThUS$ |
| renegotiated portfolio |
| portfolio ThUS$ |
Current | | | | | ||||
1 - 30 days |
| |
| |
| |
| |
31 - 60 days |
| |
| |
| |
| |
61 - 90 days |
| |
| |
| |
| |
91 - 120 days |
| |
| |
| |
| |
121 - 150 days |
| |
| |
| |
| |
151 - 180 days |
| |
| |
| |
| |
181 - 210 days |
| |
| |
| |
| |
211 - 250 days |
| |
| |
| |
| |
>250 days |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
F-64
| (b) | Impairment provision for doubtful receivables |
As of December 31, 2022 | ||||||||||||||
Trade accounts receivable days past due | ||||||||||||||
Trade receivables | ||||||||||||||
due from related | ||||||||||||||
Trade and other receivables |
| Current |
| 1 to 30 days |
| 31 to 60 days |
| 61 to 90 days |
| Over 90 days |
| Trade |
| parties |
ThUS$ | ThUS$ | |||||||||||||
Expected Loss Rate on | — | % | | % | | % | | % | | % | — | — | ||
Total Gross Book Value | | | | | | | | |||||||
Impairment Estimate |
| |
| |
| |
| |
| |
| |
| |
As of December 31, 2021 | ||||||||||||||
Trade accounts receivable days past due | Trade receivables | |||||||||||||
|
|
|
| 61 to 90 |
| Over 90 |
|
| due from related | |||||
Trade and other receivables | Current | 1 to 30 days | 31 to 60 days |
| days |
| days | Trade | parties | |||||
ThUS$ | ThUS$ | |||||||||||||
Expected Loss Rate on |
| | % | | % | | % | | % | | % | — | — | |
Total Gross Book Value |
| | | | | | | | ||||||
Impairment Estimate |
| |
| |
| |
| |
| |
| |
| |
As of December 31, 2022, and 2021, movements in provisions are as follows:
| As of |
| As of | |
December 31, | December 31, | |||
Provisions | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Impairment provision of Accounts receivable at the beginning of the year |
| |
| |
Increase (decrease) impairment of accounts receivable |
| ( |
| |
Write-off of receivables |
| — |
| ( |
Difference in exchange rate |
| ( |
| ( |
Impairment provision of Accounts Receivable Provision at the end of the year |
| |
| |
(1) Trade and other Receivables Provision |
| |
| |
(2) Current other Receivables Provision |
| |
| |
(3) Trade receivables with related parties, current Provision |
| |
| |
Recovery of Insurance |
| — |
| |
Impairment provision of Accounts Receivable |
| |
| |
Renegotiated receivables |
| |
| |
Non-renegotiated receivables |
| |
| |
F-65
12.3Hedging assets and liabilities
The balance represents derivative financial instruments measured at fair value which have been classified as hedges for exchange and interest rate risks relating to the total obligations with the public associated with bonds in UF and investments in Chilean pesos. (See more detail in Note 4.2 b).
| Hedging Reserve in | |||||||
As of December 31, 2022 |
| Assets |
| Liabilities |
| Total Realized | Gross Equity (1) | |
Type of Instrument: Cross currency interest rate swaps UF/CLP |
|
|
|
|
|
|
|
|
Cash flow hedge derivatives |
|
|
|
|
|
|
|
|
Short term |
| |
| |
| — |
| — |
Long term |
| |
| |
| — |
| — |
Subtotal |
| |
| |
| ( |
| ( |
Type of Instrument: Forwards |
|
|
|
|
|
|
|
|
Non-hedging derivates disbursement SQM Australia Pty |
|
|
|
|
|
|
|
|
Long term |
| |
| — |
| — |
| |
Subtotal |
| |
| — |
| — |
| |
Underlying Investments Hedge |
| |
| |
| ( |
| ( |
Type of Instrument: Forwards/Options | ||||||||
Non-hedge derivates with effect on income | ||||||||
Short term | | | — | | ||||
Underlying Investments Hedge | | | | | ||||
Total Instruments | | | | ( |
| Hedging Reserve in | |||||||
As of December 31, 2021 |
| Assets |
| Liabilities |
| Total Realized | Gross Equity (1) | |
Type of Instrument: Cross currency interest rate swaps UF/CLP |
|
|
|
|
|
|
|
|
Cash flow hedge derivatives |
|
|
|
|
|
|
|
|
Short term |
| |
| |
| — |
| — |
Long term |
| |
| |
| — |
| — |
Underlying Debt Hedge |
| |
| |
| ( |
| ( |
Type of Instrument: Forwards/Options |
|
|
|
|
|
|
|
|
Non-hedge derivatives with effect on income |
|
|
|
|
|
|
|
|
Short term |
| |
| |
| — |
| — |
Underlying Investments Hedge |
| |
| |
| |
| |
Total Instruments |
| |
| |
| ( |
| ( |
| (1) | See underlying hedges in Note 4.2 letters b) and d) and movement of cash flow hedge reserve in Note 19.4. |
The balances in the column “Total Realized” consider the intermediate effects of the contracts that were in place between January 1 and December 31, 2022, and January 1 and December 31,2021.
Reconciliation of asset and |
| As of December | Cash Flow |
| Income Statement |
| Equity and Others | As of December | ||
liability hedging derivatives | 31, 2021 |
|
| 31, 2022 | ||||||
Hedge-to-debt derivatives |
| ( |
| |
| |
| | ( | |
Hedging derivatives to investment |
| |
| ( |
| | ( | ( | ||
Non-hedging derivatives disbursement SQM Australia Pty |
| — |
| |
| — | | | ||
Non-hedging derivatives |
| ( |
| ( |
| | — | ( |
Reconciliation of asset and |
| As of December | Cash Flow |
| Income Statement |
| Equity and Others | As of December | ||
liability hedging derivatives | 31, 2020 |
|
| 31, 2021 | ||||||
Hedge-to-debt derivatives |
| |
| |
| ( |
| ( | ( | |
Hedging derivatives to investment |
| ( |
| |
| | | | ||
Non-hedging derivatives |
| ( |
| ( |
| | — | ( |
F-66
Derivative contract maturities are detailed as follows:
Series | Contract amount | Currency |
| Maturity date | ||
| ThUS$ |
| ||||
H |
| |
| UF |
| 01/04/2023 |
O |
| |
| UF |
| 02/01/2030 |
P |
| |
| UF |
| 01/15/2028 |
Q |
| |
| UF |
| 06/01/2030 |
Effectiveness
The Company uses CCS, Forwards and IRS to hedge the potential financial risk associated with exchange rate and interest rate volatility. The objective is to hedge the exchange rate and inflation financial risks associated with bond obligations, exchange rate financial risks associated with investments in Chilean pesos, exchange rate financial risk associated with projects under construction in Australian dollars and interest rate financial risk associated with bank loans. Hedges are documented and qualitatively assessed to demonstrate their effectiveness based on a comparison of their critical terms.
The hedges used by the Company as of the reporting date are highly effective given that the amounts, currencies, exchange dates and rates of the hedged item and the hedge are aligned, maintaining a close economic relationship.
12.4Financial liabilities
Other current and non-current financial liabilities
As of December 31, 2022 and 2021, the detail is as follows:
As of December 31, 2022 | As of December 31, 2021 | |||||||||||
Other current and non-current financial |
| |||||||||||
liabilities |
| Currents |
| Non-Current |
| Total |
| Currents |
| Non-Current |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Liabilities at amortized cost |
|
|
|
|
|
|
|
|
|
|
|
|
Bank borrowings |
| |
| |
| |
| |
| |
| |
Unsecured obligations |
| |
| |
| |
| |
| |
| |
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
For hedging |
| |
| |
| |
| |
| |
| |
Non-Hedging |
| |
| |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
| |
| |
F-67
a)Bank borrowings, current:
As of December 31, 2022, the detail of this caption is as follows:
Debtor |
| Payment of Creditor interest |
| ||||||||||||||||||
Currency or | |||||||||||||||||||||
adjustment | Payment of |
| |||||||||||||||||||
Tax ID No. |
| Company |
| Country |
| Tax ID No. |
| Financial institution |
| Country |
| index |
| Payment of interest |
| Repayment |
| Effective rate |
| Nominal rate |
|
93.007.000-9 | SQM S.A. | Chile | O-E | Scotiabank Cayman | USA | US$ | Upon maturity | 05/30/2023 | | % | | % | |||||||||
93.007.000-9 | SQM S.A. | Chile | 97.023.000-9 | Itaú | Chile | US$ | Upon maturity | 01/05/2023 | | % | | % | |||||||||
93.007.000-9 | SQM S.A. | Chile | 97.030.000-7 | Banco Estado | Chile | US$ | Upon maturity | 01/05/2023 | | % | | % | |||||||||
Debtor |
| Creditor | Nominal amounts as of December 31, 2022 | Current amounts as of December 31, 2022 | ||||||||||||||
|
|
|
| 90 days to 1 |
|
| Borrowing |
| ||||||||||
Company | Financial institution | Up to 90 days | 90 days to 1 year |
| Total | Up to 90 days | year | Subtotal | costs | Total | ||||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||
SQM S.A. |
| Scotiabank Cayman |
| |
| |
| |
| — |
| |
| |
| ( |
| |
SQM S.A. | Itaú | | | | | | | |||||||||||
SQM S.A. | Banco Estado | | | | | | | |||||||||||
SQM S.A. | Scotiabank | | | | | | | |||||||||||
Total |
| |
| |
| |
| |
| |
| |
| ( |
| | ||
On December 21, 2022, the Company signed a loan agreement with The Export-Import Bank of Korea (“Kexim”) and Banco Santander S.A., with the latter acting as Kexim’s Facility Agent, and the initial disbursement of funds became effective on January 10, 2023 for a value of US$
As of December 31,2021
|
|
|
|
|
|
|
|
| |||||||||||||
Debtor | Creditor | Currency or | |||||||||||||||||||
adjustment | |||||||||||||||||||||
Tax ID No |
| Company |
| Country | Tax ID No. |
| Financial institution |
| Country |
| index |
| Repayment | maturity | Effective rate | Nominal rate | |||||
93.007.000-9 | SQM S.A. | Chile | O-E | Scotiabank Cayman | USA |
| US$ | Upon maturity | 05/31/2022 | | % | | % | ||||||||
Debtor |
| Creditor |
| Nominal amounts as of December 31, 2021 | Current amounts as of December 31, 2021 | |||||||||||||
| 90 days to |
|
|
| 90 days to 1 |
|
| Borrowing |
| |||||||||
Up to 90 days | 1 year | Total | Up to 90 days | year | Subtotal | costs | Total | |||||||||||
Company | Financial institution |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ||
SQM S.A. |
| Scotiabank Cayman |
| |
| |
| |
| |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
| |
| |
| |
| | ||
b)Unsecured obligations, current:
As of December 31, 2022, and 2021, the detail of current unsecured interest-bearing obligations is composed of promissory notes and bonds, as follows:
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Debtor | Number of | Currency or | Periodicity | ||||||||||||||||||
registration or ID | adjustment | Payment of | |||||||||||||||||||
Tax ID No. |
| Company |
| Country |
| of the instrument |
| Series |
| Maturity date |
| index |
| interest |
| Repayment |
| Effective rate |
| Nominal rate |
|
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$250 |
| 01/28/2023 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$300 |
| 04/03/2023 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$450 |
| 05/07/2023 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$400 |
| 01/22/2023 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$700 |
| 03/10/2023 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| 564 |
| H |
| 01/05/2023 | UF |
| Semiannual |
| Semiannual |
| | % | | % | |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 699 |
| O |
| 02/01/2023 | UF |
| Semiannual |
| Upon maturity |
| | % | | % | |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 563 |
| P |
| 01/15/2023 | UF |
| Semiannual |
| Upon maturity |
| | % | | % | |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 700 |
| Q |
| 06/01/2023 | UF |
| Semiannual |
| Upon maturity |
| | % | | % | |
F-68
Effective rates of bonds in Pesos and UF are expressed and calculated in Dollars based on the flows agreed in Cross Currency Swap Agreements.
|
| Nominal amounts as of December 31, 2022 |
| Carrying amounts of maturities as of December 31, 2022 | ||||||||||||||||
Up to 90 | 90 days to 1 | 90 days to 1 | Borrowing | |||||||||||||||||
Company |
| Country |
| Series |
| days |
| year |
| Total |
| Up to 90 days |
| year |
| Subtotal |
| costs |
| Total |
ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ||||||
SQM S.A. |
| Chile |
| MUS$250 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| MUS$300 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| MUS$450 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| MUS$400 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| MUS$700 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| H |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| O |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| P |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| Q |
| |
| |
| |
| |
| |
| |
| ( |
| |
Total |
| |
| |
| |
| |
| |
| |
| ( |
| | ||||
As of December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Debtor | Number of | Currency or | Periodicity | ||||||||||||||||||
registration or ID | adjustment | Payment of | |||||||||||||||||||
Tax I No. |
| Company |
| Country |
| of the instrument |
| Series |
| Maturity date |
| index |
| interest |
| Repayment |
| Effective rate |
| Nominal rate |
|
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$250 |
| 01/28/2022 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$300 |
| 04/03/2022 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$450 |
| 05/07/2022 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$400 |
| 01/22/2022 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$700 |
| 03/10/2022 | US$ |
| Semiannual |
| Upon maturity | | % | | % | ||
93.007.000-9 |
| SQM S.A. |
| Chile |
| 564 |
| H |
| 01/05/2022 | UF |
| Semiannual |
| Semiannual |
| | % | | % | |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 699 |
| O |
| 02/15/2022 | UF |
| Semiannual |
| Upon maturity |
| | % | | % | |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 563 |
| P |
| 01/15/2022 | UF |
| Semiannual |
| Upon maturity |
| | % | | % | |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 700 |
| Q |
| 06/01/2022 | UF |
| Semiannual |
| Upon maturity |
| | % | | % | |
Effective rates of bonds in Pesos and UF are expressed and calculated in Dollars based on the flows agreed in Cross Currency Swap Agreements.
| Nominal amounts as of December 31, 2021 |
| Carrying amounts of maturities as of December 31, 2021 | |||||||||||||||||
Up to 90 | 90 days to 1 | 90 days to | ||||||||||||||||||
Company |
| Country |
| Series | days | year | Total | Up to 90 days |
| 1 year |
| Subtotal |
| Borrowing costs |
| Total | ||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||
SQM S.A. |
| Chile |
| MUS$250 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| MUS$300 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| MUS$450 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| MUS$400 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| MUS$700 |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| H |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| O |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| P |
| |
| |
| |
| |
| |
| |
| ( |
| |
SQM S.A. |
| Chile |
| Q |
| |
| |
| |
| |
| |
| |
| ( |
| |
Total |
| |
| |
| |
| |
| |
| |
| ( |
| | ||||
c)Bank borrowings -non-current
The following table shows the details of bank loans as of December 31, 2022:
|
|
|
| ||||||||||||||||
Debtor | Creditor | Currency or |
| Type of | |||||||||||||||
Tax ID No. |
| Company |
| Country |
| Tax ID No. |
| Financial institution |
| Country |
| adjustment index |
| amortization |
| Effective rate |
| Nominal rate |
|
93.007.000-9 |
| SQM S.A. |
| Chile |
| O-E |
| Scotiabank Cayman |
| USA | US$ |
| Upon Maturity |
| | % | | % | |
93.007.000-9 | SQM S.A. | Chile | O-E | Scotiabank | Canadá | US$ | Upon Maturity | | % | | % | ||||||||
Debtor |
| Creditor |
| Nominal non-current maturities as ofDecember 31, 2022 |
| Carrying amounts of maturities as of December 31, 2022 | ||||||||||||||||
Costs of | ||||||||||||||||||||||
Between 2 | Between 3 | Between 1 | Between 2 | Between 3 | obtaining | |||||||||||||||||
Company |
| Financial institution |
| Between 1 and 2 |
| and 3 |
| and 4 |
| Total |
| and 2 |
| and 3 |
| and 4 |
| Subtotal |
| loans |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||
SQM S.A. | Scotiabank Cayman | — | | | — | — | | | — | |||||||||||||
SQM S.A. |
| Scotiabank |
| — |
| |
| |
| |
| — |
| |
| |
| |
| ( |
| |
Total |
| — |
| |
| |
| |
| — |
| |
| |
| |
| ( |
| | ||
F-69
As of December 31, 2021
|
|
|
| ||||||||||||||||
Debtor | Creditor | Currency or |
| Type of | |||||||||||||||
Tax ID No. |
| Company |
| Country |
| Tax ID No. |
| Financial institution |
| Country |
| adjustment index |
| amortization |
| Effective rate |
| Nominal rate |
|
93.007.000-9 |
| SQM S.A. |
| Chile |
| O-E |
| Scotiabank Cayman |
| USA | US$ |
| Maturity |
| | % | | % | |
Debtor |
| Creditor |
| Nominal non-current maturities as of December 31, 2021 |
| Carrying amounts of maturities as of December 31, 2021 | ||||||||||||||||
Costs of | ||||||||||||||||||||||
Between 2 | Between 3 | Between 1 | Between 2 | Between 3 | obtaining | |||||||||||||||||
Company |
| Financial institution |
| Between 1 and 2 |
| and 3 |
| and 4 |
| Total |
| and 2 |
| and 3 |
| and 4 |
| Subtotal |
| loans |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||||
|
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| | ||
Total |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| | ||
d)Unsecured obligations, non-current
The following table shows the details of “unsecured debentures that accrue non-current interest” as of December 31, 2022:
| |||||||||||||||||||||
Debtor |
| Number of |
|
|
|
| Periodicity |
|
| ||||||||||||
registration or ID of | Currency or | Payment of |
| ||||||||||||||||||
Tax ID No. | Company | Country |
| the instrument |
| Series |
| Maturity date |
| adjustment index |
| interest |
| Repayment |
| Effective rate |
| Nominal rate | |||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$250 |
| 01/28/2025 |
| US$ |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$450 |
| 05/07/2029 |
| US$ |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$400 |
| 01/22/2050 |
| US$ |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$700 |
| 09/10/2051 |
| US$ |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 564 |
| H |
| 01/05/2030 |
| UF |
| Semiannual |
| Semiannual |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 699 |
| O |
| 02/01/2033 |
| UF |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 563 |
| P |
| 01/15/2028 |
| UF |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 700 |
| Q |
| 06/01/2038 |
| UF |
| Semiannual |
| Upon maturity |
| | % | | % |
Nominal non-current maturities as of December 31, 2022 | Carrying amounts of maturities as of December 31, 2022 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| Bond |
| ||||||||||||||
Over 1 | Over 2 | Over 3 | Over 4 | Over 5 | Over 1 | Over 2 | Over 3 | Over 4 | Over 5 | issuance | ||||||||||||||||||
Series | year to 2 | years to 3 | Years to 4 | Years to 5 | years | Total | year to 2 | years to 3 | Years to 4 | Years to 5 | years | Subtotal | costs | Total | ||||||||||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
MUS$250 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
MUS$450 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
MUS$400 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
MUS$700 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
H |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
O |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
P |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Q |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Total |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
As of December 31,2021
| |||||||||||||||||||||
Debtor | Number of | Currency or | Periodicity |
| |||||||||||||||||
registration or ID | adjustment | Payment of | |||||||||||||||||||
Tax ID No. | Company | Country | of the instrument | Series | Maturity date | index | interest | Repayment | Effective rate | Nominal rate |
| ||||||||||
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$250 |
| 01/28/2025 |
| US$ |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$300 |
| 04/03/2023 |
| US$ |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$450 |
| 05/07/2029 |
| US$ |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| — |
| MUS$400 |
| 01/22/2050 |
| US$ |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| — | MUS$700 | 10/09/2051 | US$ | Semiannual |
| Upon maturity |
| | % | | % | ||||
93.007.000-9 |
| SQM S.A. |
| Chile |
| 564 |
| H |
| 01/05/2030 |
| UF |
| Semiannual |
| Semiannual |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 699 |
| O |
| 02/01/2033 |
| UF |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 563 |
| P |
| 01/15/2028 |
| UF |
| Semiannual |
| Upon maturity |
| | % | | % |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 700 |
| Q |
| 06/01/2038 |
| UF |
| Semiannual |
| Upon maturity |
| | % | | % |
F-70
Nominal non-current maturities as of December 31, 2021 | Carrying amounts of maturities as of December 31, 2021 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| Bond |
| ||||||||||||||
Over 1 | Over 2 | Over 3 | Over 4 | Over 5 | Over 1 | Over 2 | Over 3 | Over 4 | Over 5 | issuance | ||||||||||||||||||
Series | year to 2 | years to 3 | Years to 4 | Years to 5 | years | Total | year to 2 | years to 3 | Years to 4 | Years to 5 | years | Subtotal | costs | Total | ||||||||||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
MUS$250 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
MUS$300 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
MUS$450 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
MUS$400 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
MUS$700 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
H |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
O |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
P |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Q |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Total |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
e)Additional information
Bonds
The details of each issuance are as follows:
(i)Series “H” bonds
On January 13, 2009, the Company placed the Series H bond for UF
2021
During 2021, the amortization of principal amounted to UF
2022
During 2022, amortization of principal amounted to UF 363.636.36, equivalent to ThUS$
For the periods ended December 31, 2022, and 2021, the Company has made the following payments with a charge to the Series H bonds and their associated CCS hedging:
| As of |
| As of |
| As of | |
December 31, | December 31, | December 31, | ||||
Payments made | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Payments of interest, Series H bonds |
| |
| |
| |
CCS Coverage |
| |
| |
| |
(ii)Single series bonds, second issue MUS$
On April 21, 2010, the Company informed the CMF of its placement in international markets of an unsecured bond of ThUS$
The Company paid the principal on April 21, 2020.
F-71
For the periods ended December 31, 2022 and 2021, the detail of payments charged to the line of single series bonds, second issue is as follows.
| As of |
| As of |
| As of | |
December 31, | December 31, | December 31, | ||||
Payments made | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Payments of interest |
| |
| — |
| |
(iii)Series “O” bonds
On April 4, 2012, the Company issued “Series O” for UF
For the periods ended December 31, 2022, and 2021, the Company has made the following payments with a charge to Series O bonds and their associated CCS hedging:
| As of |
| As of |
| As of | |
December 31, |
| December 31, |
| December 31, | ||
Payments made | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Payments of interest, Series O bonds |
| |
| |
| |
CCS Coverage |
| |
| |
| |
(iv)Single series bonds, third issue MUS$
On April 3, 2013, the Company issued a non-secured bond in the United States with a value of US$
For the periods ended December 31, 2022, and 2021, the following payments have been made with a debit to the line of single-series bonds, third issue:
| As of |
| As of |
| As of | |
December 31, |
| December 31, |
| December 31, | ||
Payments made | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Payments of interest |
| |
| |
| |
(v)Single series bonds, fourth issuance MUS $250
On October 23, 2014, the Company issued unsecured bonds amounting ThUS$
For the periods ended on December 31, 2022 and 2021, the following payments have been made.
| December 31, |
| December 31, |
| December 31, | |
Payments made | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Payments of interest |
| |
| |
| |
F-72
(vi)Series “P” bonds
The Company on March 31, 2008 issued the placement on the stock market of the Series “P” bond (the "Bonds” Series P) with a value of UF
The bonds Series P (i) mature on January 15, 2028; (ii) will accrue on the unpaid principal, expressed in UF, at an annual interest rate of
For the periods ended on December 31, 2022 and 2021, the following payments and their associated CCS have been made:
December 31, | December 31, | December 31, | ||||
Payments made | 2022 | 2021 | 2020 | |||
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Payments of interest, Series P bonds |
| |
| |
| |
CCS Coverage |
| |
| |
| |
(vii) Series Q bonds
On October 31, 2018, the issuance of Series Q bonds was authorized in the general stock market for the amount of UF
The bonds Series Q (i) mature on the first day of June 2038; (ii) will earn an interest rate of
On November 8, 2018, all the Series Q Bonds have been placed and sold to Euroamerica S.A. for a total amount of $
For the periods ended December 31, 2022 and 2021, the following payments have been made:
| December 31, |
| December 31, |
| December 31, | |
Payments made | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Payments of interest, Series Q bonds |
| |
| |
| |
CCS Coverage |
| |
| |
| |
(viii) Single series fifth issue bonds MUS$ 450
On May 7, 2019, the CMF was informed that the Company issued and placed unsecured bonds for ThUS$
For the periods ended on December 31, 2022 and 2021, the following payments have been made:
| December 31, |
| December 31, |
| December 31, | |
Payments made | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Payments of interest |
| |
| |
| |
(ix) Single series sixth issue bonds MUS$ 400
On January 22, 2020, the Company has placed unsecured bonds in international markets for US$
F-73
For the periods ended on December 31, 2022 and 2021, the following payments have been made:
| December 31, |
| December 31, |
| December 31, | |
Payments made | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Payments of interest |
| |
| |
| |
(x) Single series seventh issue bonds MUS$ 700
On September 10, 2021, the Company has placed unsecured bonds in international markets for US$
For the periods ended on December 31, 2022 and 2021, the following payments have been made:
| December 31, |
| December 31, |
| December 31, | |
Payments made | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Payments of interest |
| |
| — |
| — |
12.5Trade and other payables
a) Details trade and other payables
| As of December 31, 2022 |
| As of December 31, 2021 | |||||||||
Details trade and other payables |
| Current |
| Non-current |
| Current |
| Current |
| Non-current |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Accounts payable | |
| |
| | |
| |
| | ||
Other accounts payable | |
| |
| | |
| |
| | ||
Prepayments from customers | |
| |
| — | |
| |
| | ||
Total | |
| |
| | |
| |
| | ||
As of December 31, 2022, and 2021, the balance of current and past due accounts payable is made up as follows:
Suppliers current on all payments
| Amounts according to payment periods as of December 31, 2022 | |||||||||||||
|
|
|
|
|
| 366 and |
| |||||||
Up to 30 | 31 – 60 | 61 – 90 | 91 – 120 | 121 – 365 | more | |||||||||
Type of Supplier | Days | days | Days | days | days | days | Total | |||||||
ThUS$ | ||||||||||||||
Goods | |
| |
| |
| |
| |
| |
| | |
Services | |
| |
| |
| |
| |
| |
| | |
Others | |
| |
| |
| |
| |
| |
| | |
Total | |
| |
| |
| |
| |
| |
| | |
| Amounts according to payment periods as of December 31, 2021 | |||||||||||||
|
|
|
|
|
| 366 and |
| |||||||
Up to 30 | 31 - 60 | 61 – 90 | 91 – 120 | 121 – 365 | more | |||||||||
Type of Supplier | Days | days | Days | days | days | days | Total | |||||||
ThUS$ | ||||||||||||||
Goods | |
| |
| |
| |
| |
| |
| | |
Services | |
| |
| |
| |
| |
| |
| | |
Others | |
| |
| |
| |
| |
| |
| | |
Total | |
| |
| |
| |
| |
| |
| | |
F-74
Suppliers past due on payments
| Amounts according to payment periods as of December 31, 2022 | |||||||||||||
|
|
|
|
|
| 366 and |
| |||||||
Up to 30 | 31 – 60 | 61 – 90 | 91 – 120 | 121 – 365 | more | |||||||||
Type of Supplier | Days | days | Days | days | days | days | Total | |||||||
ThUS$ | ||||||||||||||
Goods | |
| |
| |
| |
| |
| |
| | |
Services | |
| |
| |
| |
| |
| |
| | |
Others | |
| |
| — |
| — |
| |
| |
| | |
Total | |
| |
| |
| |
| |
| |
| | |
| Amounts according to payment periods as of December 31, 2021 | |||||||||||||
|
|
|
|
|
| 366 and |
| |||||||
Up to 30 | 31 – 60 | 61 – 90 | 91 – 120 | 121 – 365 | more | |||||||||
Type of Supplier | Days | days | Days | days | days | days | Total | |||||||
ThUS$ | ||||||||||||||
Goods | |
| |
| |
| |
| |
| |
| | |
Services | |
| |
| |
| |
| |
| |
| | |
Others | |
| |
| |
| |
| |
| |
| | |
Total | |
| |
| |
| |
| |
| |
| | |
Purchase commitments held by the Company are recognized as liabilities when the goods and services are received by the Company. As of December 31, 2022, the Company has purchase orders amounting to ThUS$
12.6Financial asset and liability categories
| As of December 31, 2022 |
| As of December 31, 2021 | |||||||||
Description of financial assets |
| Current |
| Non-current |
| Total |
| Current |
| Non-current |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Cash and cash equivalent | |
| |
| | |
| |
| | ||
Trade receivables due from related parties at amortized cost | |
| |
| | |
| |
| | ||
Financial assets measured at amortized cost | |
| |
| | |
| |
| | ||
Trade and other receivables | |
| |
| | |
| |
| | ||
Total financial assets measured at amortized cost | |
| |
| | |
| |
| | ||
Financial instruments for hedging purposes | |
| |
| | |
| |
| | ||
Financial instruments held for trading | |
| |
| | |
| |
| | ||
Financial assets classified as available for sale at fair value through equity | |
| |
| | |
| |
| | ||
Total financial assets at fair value | |
| |
| | |
| |
| | ||
Total financial assets | |
| |
| | |
| |
| | ||
b)Financial Liabilities
| As of December 31, 2022 |
| As of December 31, 2021 | |||||||||
Description of financial liabilities |
| Current |
| Non-current |
| Total |
| Current |
| Non-current |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
For hedging purposes through equity | | | | | | | ||||||
Held for trading at fair value through profit or loss | | | | | | | ||||||
Financial liabilities at fair value | |
| |
| | |
| |
| | ||
Bank loans | |
| |
| | |
| |
| | ||
Unsecured obligations | |
| |
| | |
| |
| | ||
Lease Liabilities | |
| |
| | |
| |
| | ||
Trade and other payables | |
| |
| | |
| |
| | ||
Total financial liabilities at amortized cost | |
| |
| | |
| |
| | ||
Total financial liabilities | |
| |
| | |
| |
| | ||
F-75
12.7Fair value measurement of finance assets and liabilities
The fair value hierarchy is detailed as follows:
| (a) | Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1. |
| (b) | Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. |
| (c) | Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities. |
As of December 31, 2022 | Measurement Methodology | |||||||||||
Fair value | ||||||||||||
Carrying Amount at | (disclosure | Fair amount | ||||||||||
Fair value measurement of assets and liabilities | Amortized Cost | purposes) | registered | Level 1 | Level 2 | Level 3 | ||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| |
| |
| |
| |
| |
| |
Other current financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
- Time deposits |
| |
| |
| |
| |
| |
| |
- Derivative financial instruments |
| — |
| — |
| — |
| — |
| — |
|
|
- Forwards |
| |
| |
| |
| |
| |
| |
- Options |
| |
| |
| |
| |
| |
| |
- Hedging assets |
| |
| |
| |
| |
| |
| |
- Swaps |
| |
| |
| |
| |
| |
| |
Non-current accounts receivable |
| |
| |
| |
| |
| |
| |
Other non-current financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
- Other |
| |
| |
| |
| |
| |
| |
- Equity instruments |
| |
| |
| |
| |
| |
| |
- Hedging assets – Swaps |
| |
| |
| |
| |
| |
| |
Other current financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
- Bank borrowings |
| |
| |
| |
| |
| |
| |
- Derivative instruments |
| |
| |
| |
| |
| |
| |
- Forwards |
| |
| |
| |
| |
| |
| |
- Options |
| |
| |
| |
| |
| |
| |
- Hedging liabilities – Swaps |
| |
| |
| |
| |
| |
| |
- Swaps hedges, investments |
| |
| |
| |
| |
| |
| |
- Unsecured obligations |
| |
| |
| |
| |
| |
| |
Other non-current financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
- Bank borrowings |
| |
| |
| |
| |
| |
| |
- Unsecured obligations |
| |
| |
| |
| |
| |
| |
- Non-current hedging liabilities |
| |
| |
| |
| |
| |
| |
F-76
As of December 31, 2021 | Measurement Methodology | |||||||||||
Fair value | ||||||||||||
Carrying Amount at | (disclosure | Fair amount | ||||||||||
Fair value measurement of assets and liabilities | Amortized Cost | purposes) | registered | Level 1 | Level 2 | Level 3 | ||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| |
| |
| |
| |
| |
| |
Other current financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
- Time deposits |
| |
| |
| |
| |
| |
| |
- Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
- Forwards |
| |
| |
| |
| |
| |
| |
- Options |
| |
| |
| |
| |
| |
| |
- Hedging assets |
| |
| |
| |
| |
| |
| |
- Swaps |
| |
| |
| |
| |
| |
| |
Non-current accounts receivable |
| |
| |
| |
| |
| |
| |
Other non-current financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
- Other |
| |
| |
| |
| |
| |
| |
- Equity instruments |
| |
| |
| |
| |
| |
| |
- Hedging assets – Swaps |
| |
| |
| |
| |
| |
| |
Other current financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
- Bank borrowings |
| |
| |
| |
| |
| |
| |
- Derivative instruments |
| — |
| — |
| — |
| — |
| — |
| — |
- Forwards |
| |
| |
| |
| |
| |
| |
- Options |
| |
| |
| |
| |
| |
| |
- Hedging liabilities – Swaps |
| |
| |
| |
| |
| |
| |
- Swaps hedges, investments |
| |
| |
| |
| |
| |
| |
- Unsecured obligations |
| |
| |
| |
| |
| |
| |
Other non-current financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
- Bank borrowings |
| |
| |
| |
| |
| |
| |
- Unsecured obligations |
| |
| |
| |
| |
| |
| |
- Non-current hedging liabilities |
| |
| |
| |
| |
| |
| |
12.8 Reconciliation of net debt and lease liabilities
This section presents an analysis of net debt plus lease liabilities and their movements for each of the reported periods. The definition of the net debt is described in Note 19.1. and includes current and non-current lease liabilities to complete its analysis.
As of | As of | |||
December 31, | December 31, | |||
Net debt | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
Cash and cash equivalents |
| |
| |
Other current financial assets |
| |
| |
Other non-current financial hedge assets |
| |
| |
Other current financial liabilities |
| ( |
| ( |
Lease liabilities current |
| ( |
| ( |
Other non-current financial liabilities |
| ( |
| ( |
Non-current Lease liabilities |
| ( |
| ( |
Total |
| |
| ( |
As of | From cash flow | Not from cash flow | As of | |||||||||||||
December 31, | Amounts from | Amounts from | Other cash | Interests | Exchange rate | Fair value | December 31, | |||||||||
Net debt | 2021 | loans | interests | income/expenses | differences | 2022 | ||||||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ThUS$ | ||
Obligations with the public and bank loans |
| ( |
| ( |
| |
| |
| ( |
| ( |
| — | ( | |
Current and non-current lease liabilities |
| ( |
| |
| |
| |
| ( |
| |
| — | ( | |
Financial instruments derived from hedging |
| ( |
| |
| |
| |
| |
| |
| | ( | |
Non-hedging derivative financial instruments (net) | ( | | | ( | | | — | ( | ||||||||
Hedging and investment derivatives | | | | ( | | | ( | ( | ||||||||
Current and non-current financial liabilities |
| ( |
| ( |
| |
| ( |
| ( |
| ( |
| | ( | |
Cash and cash equivalents |
| |
| |
| |
| |
| |
| ( |
| — | | |
Deposits that do not qualify as cash and cash equivalents |
| |
| |
| ( |
| |
| |
| ( |
| — | | |
Derivatives for investment hedges SQM Australia |
| — |
| |
| |
| |
| |
| |
| | | |
Total |
| ( |
| ( |
| |
| |
| |
| ( |
| | | |
F-77
As of | From cash flow | Not from cash flow | As of | |||||||||||||
December 31, | Amounts from | Amounts from | Other cash | Interests | Exchange rate | Fair value | December 31, | |||||||||
Net debt | 2020 | loans | interests | income/expenses | differences | 2021 | ||||||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ThUS$ | ||
Obligations with the public and bank loans |
| ( |
| ( |
| |
| |
| ( |
| |
| — | ( | |
Current and non-current lease liabilities |
| ( |
| |
| |
| |
| ( |
| |
| — | ( | |
Financial instruments derived from hedging |
| |
| ( |
| |
| |
| ( |
| |
| ( | ( | |
Derivatives from other financial non-hedge assets |
| ( |
| |
| |
| ( |
| |
| |
| — | ( | |
Current and non-current financial liabilities |
| ( |
| ( |
| |
| |
| ( |
| |
| ( | ( | |
Cash and cash equivalents |
| |
| |
| |
| |
| |
| ( |
| | ||
Deposits that do not qualify as cash and cash equivalents |
| |
| |
| ( |
| |
| |
| ( |
| — | | |
Derivatives from hedge assets |
| ( |
| |
| |
| |
| |
| |
| | | |
Total |
| ( |
| ( |
| |
| |
| ( |
| |
| ( | ( | |
Note 13 Right-of-use assets and Lease liabilities
13.1Right-of-use assets
Other | ||||||||||||
Reconciliation of changes | property, | Machinery, | ||||||||||
in right-of-use assets as of | plant and | Transport | plant and | |||||||||
December 31, 2022, net value | Land | Buildings | equipment | equipment | equipment | Total | ||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Opening Balance |
| |
| |
| |
| |
| |
| |
Additions |
| |
| |
| |
| |
| |
| |
Depreciation expenses |
| ( |
| ( |
| |
| ( |
| ( |
| ( |
Transfer to property, plant and equipment |
| ( |
| |
| |
| |
| ( |
| ( |
Other increases / decreases |
| |
| ( |
| |
| |
| ( |
| |
Total changes |
| |
| ( |
| |
| ( |
| |
| |
Closing balance |
| |
| |
| |
| |
| |
| |
Other | ||||||||||||
Reconciliation of changes | property, | Machinery, | ||||||||||
in right-of-use assets as of | plant and | Transport | plant and | |||||||||
December 31, 2021, net value | Land | Buildings | equipment | equipment | equipment | Total | ||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Opening Balance |
| |
| |
| |
| |
| |
| |
Additions |
| |
| |
| |
| |
| |
| |
Depreciation expenses |
| ( |
| ( |
| |
| ( |
| ( |
| ( |
Other increases / decreases |
| |
| — |
| |
| |
| ( |
| ( |
Total changes |
| |
| ( |
| |
| |
| |
| |
Closing balance |
| |
| |
| |
| |
| |
| |
The Company’s lease activities included the following aspects:
| (a) | The nature of the Company’s lease activities is related to contracts focused primarily on business operations, mainly rights-of-use to equipment and real estate, |
| (b) | The Company does not estimate any significant future cash outflows that would potentially expose the Company, and these are likewise not reflected in the measurement of lease liabilities, related to concepts such as: (i) Variable lease payments, (ii) Extension options and termination options, (iii) Guaranteed residual value and (iv) Leases not yet undertaken but committed by the Company. |
| (c) | These are not subject to restrictions or agreements imposed by contracts. |
There were no sales transactions with leases later in the period.
13.2Lease liabilities
| As of December 31, 2022 |
| As of December 31, 2021 | |||||
Lease liabilities |
| Current |
| Non-Current |
| Current |
| Non-Current |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Lease liabilities |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
F-78
i) Current and non-current lease liabilities
Debtor | Creditor |
| Contract |
| Type of |
| Maturity | |||||||||||
Tax ID No. |
| Company |
| Country |
| TAX ID No. |
| Supplier |
| Country |
| indexation unit |
| amortization |
| date |
| Effective rate |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 83.776.000-3 |
| Empresa Constructora Contex Ltda. |
| Chile |
| UF |
| Monthly |
| 03-31-2025 |
| |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 76.327.820-4 |
| Maquinaria Astudillo y Hermanos Ltda. |
| Chile |
| UF |
| Monthly |
| 01-08-2026 |
| |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 76.005.787-8 |
| Obras y Servicios para la Industria y Minería S.A. |
| Chile |
| Peso |
| Monthly |
| 12-15-2026 |
| |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 76.976.580-8 |
| Sociedad Comercial Grandleasing Chile Ltda |
| Chile |
| UF |
| Monthly |
| 06-01-2026 |
| |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 76.327.820-4 |
| Maquinaria Astudillo y Hermanos Ltda. |
| Chile |
| Peso |
| Monthly |
| 11-24-2025 |
| |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 76.158.471-5 |
| Sociedad Inmobiliaria Amaru SpA |
| Chile |
| UF |
| Monthly |
| 07-11-2023 |
| |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 76.327.820-4 |
| Maquinaria Astudillo y Hermanos Ltda. |
| Chile |
| UF |
| Monthly |
| 06-01-2026 |
| |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 76.951.498-8 |
| Inversiones y Gestión New Energy SpA |
| Chile |
| UF |
| Monthly |
| 04-01-2024 |
| |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 76.536.499-K |
| Jungheinrich Rentalift SpA |
| Chile |
| UF |
| Monthly |
| 05-01-2028 |
| |
79.626.800-K |
| SQM Salar S.A. |
| Chile |
| 83.472.500-2 |
| Tattersall Maquinarias S.A. |
| Chile |
| UF |
| Monthly |
| 05-01-2028 |
| |
79.947.100-0 |
| SQM Industrial S.A. |
| Chile |
| 96.856.400-5 |
| El Trovador S.A. |
| Chile |
| UF |
| Monthly |
| 02-08-2030 |
| |
79.947.100-0 |
| SQM Industrial S.A. |
| Chile |
| 76.976.580-8 |
| Sociedad Comercial Grandleasing Chile Ltda |
| Chile |
| UF |
| Monthly |
| 08-26-2024 |
| |
79.947.100-0 |
| SQM Industrial S.A. |
| Chile |
| 76.536.499-K |
| Jungheinrich Rentalif SPA |
| Chile |
| UF |
| Monthly |
| 10-07-2024 |
| |
79.947.100-0 |
| SQM Industrial S.A. |
| Chile |
| 76.320.186-4 |
| Tecno Fast S.A. |
| Chile |
| UF |
| Monthly |
| 12-31-2022 |
| |
96.592.190-7 |
| SQM Nitratos S.A. |
| Chile |
| 76.536.499-K |
| Jungheinrich Rentalif SPA |
| Chile |
| UF |
| Monthly |
| 10-07-2024 |
| |
93.007.000-9 |
| SQM S.A. |
| Chile |
| 76.536.499-K |
| Jungheinrich Rentalif SPA |
| Chile |
| UF |
| Monthly |
| 10-07-2024 |
| |
79.768.170-9 | Soquimich Comercial S.A. | Chile | 96.662.540-6 | Containers Operators S.A. | Chile | UF | Monthly | 12-31-2022 | ||||||||||
79.768.170-9 | Soquimich Comercial S.A. | Chile | 76.729.932-K | SAAM Logistics S.A. | Chile | UF | Monthly | 08-01-2022 | ||||||||||
79.768.170-9 | Soquimich Comercial S.A. | Chile | 91.577.000-2 | Muelles de Penco S.A. | Chile | UF | Monthly | 07-06-2023 | ||||||||||
79.768.170-9 | Soquimich Comercial S.A. | Chile | 91.577.000-2 | Muelles de Penco S.A. | Chile | UF | Monthly | 07-06-2023 | ||||||||||
79.768.170-9 | Soquimich Comercial S.A. | Chile | 76.722.280-7 | Inmobiliaria Chincui SPA | Chile | UF | Monthly | 05-01-2028 | ||||||||||
79.768.170-9 | Soquimich Comercial S.A. | Chile | 96.565.580-8 | Compañía de Leasing Tattersall S.A. | Chile | UF | Monthly | 07-05-2025 | ||||||||||
79.768.170-9 | Soquimich Comercial S.A. | Chile | 91.577.000-2 | Muelles de Penco S.A. | Chile | UF | Monthly | 03-01-2029 | ||||||||||
Debtor | Creditor |
| Contract |
| Type of |
| Maturity | |||||||||||
Tax ID No. |
| Company |
| Country |
| TAX ID No. |
| Supplier |
| Country |
| indexation unit |
| amortization |
| date |
| Effective rate |
76.359.919-1 |
| Orcoma SpA |
| Chile |
| 70.017.320-8 |
| Obispado de Iquique |
| Chile |
| Peso |
| Monthly |
| 07-12-2036 |
| |
76.359.919-1 |
| Orcoma SpA |
| Chile |
| 73.190.800-1 |
| Comunidad Indígena Aymara Pueblo de Pisiga Choque |
| Chile |
| UF |
| Monthly |
| 07-12-2024 |
| |
76.359.919-1 |
| Orcoma SpA |
| Chile |
| 6.848.218-6 |
| Ruth del Carmen Cortez Maturana |
| Chile |
| Peso |
| Monthly |
| 07-12-2031 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Paces West LL. |
| USA |
| Dollar |
| Monthly |
| 12-31-2027 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Hawkins Nunmber One, LLC |
| USA |
| Dollar |
| Monthly |
| 08-31-2024 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Deep South Equipment Company |
| USA |
| Dollar |
| Monthly |
| 03-24-2024 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Tennant-South |
| USA |
| Dollar |
| Monthly |
| 07-02-2023 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Deacon Jones CDJR |
| USA |
| Dollar |
| Monthly |
| 03-30-2024 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Mt Mullahey Inc. Mullahey Chrysler Dodge |
| USA |
| Dollar |
| Monthly |
| 09-11-2022 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Berwyn Partners Inc. |
| USA |
| Dollar |
| Monthly |
| 12-24-2024 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Myers Ford Co Inc. |
| USA |
| Dollar |
| Monthly |
| 06-25-2024 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Ford Motor Credit Company |
| USA |
| Dollar |
| Monthly |
| 05-17-2025 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Porter and Howard INC. |
| USA |
| Dollar |
| Monthly |
| 11-22-2025 |
| |
Foreign |
| SQM North America Corp. |
| USA |
| Foreign |
| Hanford Chrysler Dodge Jeep |
| USA |
| Dollar |
| Monthly |
| 07-18-2025 |
| |
Foreign |
| SQM Comercial de México S.A. de C.V. |
| México |
| Foreign |
| Onni Ensenada S.A. de C.V. |
| México |
| Dollar |
| Monthly |
| 12-03-2026 |
| |
Foreign |
| SQM Comercial de México S.A. de C.V. |
| México |
| Foreign |
| Madol Inmobiliaria S.A. de C.V. |
| México |
| Mexican Peso |
| Monthly |
| 10-31-2023 |
| |
Foreign |
| SQM Comercial de México S.A. de C.V. |
| México |
| Foreign |
| Madol Inmobiliaria S.A. de C.V. |
| México |
| Mexican Peso |
| Monthly |
| 10-31-2023 |
| |
Foreign |
| SQM Europe N.V. |
| Bélgica |
| Foreign |
| Straatsburgdok N.V. |
| Bélgica |
| Euro |
| Monthly |
| 03-31-2027 |
| |
Foreign |
| SQM Australia PTY |
| Australia |
| Foreign |
| Eagle Petroleum (WA) Pty Ltd |
| Australia |
| Australian dollar |
| Monthly |
| 06-21-2022 |
| |
Foreign |
| SQM Australia PTY |
| Australia |
| Foreign |
| The trust Company (Australia) Pty Ltd |
| Australia |
| Australian dollar |
| Monthly |
| 01-31-2021 |
| |
Foreign |
| SQM Australia PTY |
| Australia |
| Foreign |
| Ausco Modular Pty Limited |
| Australia |
| Australian dollar |
| Monthly |
| 01-31-2023 |
| |
Foreign |
| SQM Australia PTY |
| Australia |
| Foreign |
| Western Australian Land Authority |
| Australia |
| Australian dollar |
| Monthly |
| 08-31-2051 |
| |
Foreign | SQM Australia PTY | Australia | Foreign | Mining Thiess Pty Ltd. | Australia | Australian dollar | Monthly | 08-31-2051 | ||||||||||
Foreign | SQM Colombia S.A.S. | Colombia | Foreign | Mareauto Colombia S.A.S. | Colombia | COP | Monthly | 12-18-2023 | ||||||||||
Foreign | SQM Colombia S.A.S. | Colombia | Foreign | Renting Colombia S.A. | Colombia | COP | Monthly | 10-16-2024 | ||||||||||
Foreign | SQM Colombia S.A.S. | Colombia | Foreign | Renting Colombia S.A. | Colombia | COP | Monthly | 12-27-2024 | ||||||||||
Foreign | SQM África Pty | Sudáfrica | Foreign | Goscor Finance (Pty) Ltd | Sudáfrica | ZAR | Monthly | 11-01-2026 | ||||||||||
F-79
| (a) | As of December 31, 2022 and 2021, current lease liabilities are analyzed as follows: |
Debtor | Creditor | Nominal amounts as of December 31, 2022 | Amounts at amortized cost as of December 31, 2022 | |||||||||||
Company |
| Supplier |
| Up to 90 days |
| 90 days to 1 year |
| Total | Up to 90 days | 90 days to 1 year | Total | |||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |||
SQM Salar S.A. | Empresa Constructora Contex Ltda | | | | | | | |||||||
SQM Salar S.A. | Maquinarias Industriales Astudillo Hermanos Ltda. | | | | | | | |||||||
SQM Salar S.A. | Maquinarias Industriales Astudillo Hermanos Ltda. | | | | | | | |||||||
SQM Salar S.A. | Sociedad Inmobiliaria Amaru SpA | | | | | | | |||||||
SQM Salar S.A. | Maquinarias Industriales Astudillo Hermanos Ltda. | | | | | | | |||||||
SQM Salar S.A. | Inversiones y Gestión New Energy SpA | | | | | | | |||||||
SQM Salar S.A. | Jungheinrich Rentalif SpA | | | | | | | |||||||
SQM Salar S.A. | Tattersall Maquinarias S.A. | | | | | | | |||||||
SQM Salar S.A. | Obras y Servicios para la industria y Minera S.A | | | | | | | |||||||
SQM Salar S.A. | Sociedad Comercial Grandlesing Chile Ltda | | | | | | | |||||||
SQM Industrial S.A. | El Trovador S.A. | | | | | | | |||||||
SQM Industrial S.A. | Sociedad Comercial Grandleasing Chile Ltda | | | | | | | |||||||
SQM Industrial S.A. | Jungheinrich Rentalift SpA | | | | | | | |||||||
SQM Nitratos S.A. | Jungheinrich Rentalift SpA | | | | | | | |||||||
SQM S.A. | Jungheinrich Rentalift SpA | | | | | | | |||||||
Orcoma SpA | Obispado de Iquique | | | | | | | |||||||
Orcoma SpA | Comunidad Indígena Aymara Pueblo de Pisiga Choque | | | | | | | |||||||
Orcoma SpA | Ruth del Carmen Cortez Maturana | | | | | | | |||||||
Soquimich Comercial S.A. | Muelles de Penco S.A. | | | | | | | |||||||
Soquimich Comercial S.A. | Muelles de Penco S.A. | | | | | | | |||||||
Soquimich Comercial S.A. | Inmobiliaria Chincui SPA | | | | | | | |||||||
Soquimich Comercial S.A. | Compañia de leasing Tattersall S.A. | | | | | | | |||||||
SQM North America Corp. | Paces West LL. | | | | | | | |||||||
SQM North America Corp. | Hawkins Nunmber One, LLC | | | | | | | |||||||
SQM North America Corp. | Deep South Equipment Company | | | | | | | |||||||
SQM North America Corp. | Tennant- South | | | | | | | |||||||
SQM North America Corp. | Deacon Jones CDJR | | | | | | | |||||||
SQM North America Corp. | Berwyn Partners Inc | | | | | | | |||||||
SQM North America Corp. | Myers Ford Co Inc | | | | | | | |||||||
SQM North America Corp. | Ford Motor Credit Company | | | | | | | |||||||
SQM North America Corp. | Porter and Howard INC | | | | | | | |||||||
SQM North America Corp. | Hanford Chrysler Dodge Jeep | | | | | | | |||||||
SQM Comercial de México S.A. de C.V. | Onni Ensenada S.A. de C.V. | | | | | | | |||||||
SQM Comercial de México S.A. de C.V. | Madol Inmobiliaria S.A. de C.V. | | | | | | | |||||||
SQM Comercial de México S.A. de C.V. | Madol Inmobiliaria S.A. de C.V. | | | | | | | |||||||
SQM Europe N.V. | Straatsburgdok N.V. | | | | | | | |||||||
SQM Australia PTY | Ausco Modular Pty Limited | | | | | |||||||||
SQM Australia PTY | Western Australian Land Authority | | | | | | | |||||||
SQM Australia PTY | Kwinana Refinery Lease - Laydown Area | | | | | | | |||||||
SQM Australia PTY | Thiess Pty Ltd | | | | | | | |||||||
SQM Australia PTY | Project JV | | | | | | | |||||||
SQM Colombia S.A.S. | Mareauto Colombia S.A.S. | | | | | | | |||||||
SQM Colombia S.A.S. | Renting Colombia S.A. | | | | | | | |||||||
SQM Colombia S.A.S. | Renting Colombia S.A. | | | | | | | |||||||
SQM Africa Pty | Goscor Finance (Pty) Ltd | | | | | | | |||||||
Total |
| |
| | | | | | ||||||
F-80
Debtor | Creditor | Nominal amounts as of December 31, 2021 | Amounts at amortized cost as of December 31, 2021 | |||||||||||
Company | Supplier | Up to 90 days | 90 days to 1 year | Total | Up to 90 days | 90 days to 1 year | Total | |||||||
|
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ThUS$ | ThUS$ | ||||
SQM Salar S.A. | Empresa Constructora Contex Ltda | | | | | | | |||||||
SQM Salar S.A. | Maquinarias Industriales Astudillo Hermanos Ltda. | | | | | | | |||||||
SQM Salar S.A. | SKM Industrial Ltda. | | | | | | | |||||||
SQM Salar S.A. | Maquinarias Industriales Astudillo Hermanos Ltda. | | | | | | | |||||||
SQM Salar S.A. | Sociedad Inmobiliaria Amaru SpA | | | | | | | |||||||
SQM Salar S.A. | Maquinarias Industriales Astudillo Hermanos Ltda. | | | | | | | |||||||
SQM Industrial S.A. | El Trovador S.A. | | | | | | | |||||||
SQM Industrial S.A. | Sociedad Comercial Grandleasing Chile Ltda | | | | | | | |||||||
SQM Industrial S.A. | Jungheinrich Rentalift SpA | | | | | | | |||||||
SQM Industrial S.A. | Tecnofast | | | | | | | |||||||
SQM Nitratos S.A. | Jungheinrich Rentalift SpA | | | | | | | |||||||
SQM S.A. | Jungheinrich Rentalift SpA | | | | | | | |||||||
Orcoma Estudios SpA | Obispado de Iquique | | | | | | | |||||||
Orcoma Estudios SpA | Comunidad Indígena Aymara Pueblo de Pisiga Choque | | | | | | | |||||||
Orcoma Estudios SpA | Ruth del Carmen Cortez Maturana | | | | | | | |||||||
Soquimich Comercial S.A. | Container Operators S.A. | | | | | | | |||||||
Soquimich Comercial S.A. | Muelles de Penco S.A. | | | | | | | |||||||
Soquimich Comercial S.A. | Muelles de Penco S.A. | | | | | | | |||||||
Soquimich Comercial S.A. | Inmobiliaria Chincui SPA | | | | | | | |||||||
Soquimich Comercial S.A. | Compañía de Leasing Tattersall S.A. | | | | | | | |||||||
SQM North America Corp. | Paces West LL. | | | | | | | |||||||
SQM North America Corp. | Hawkins Nunmber One, LLC | | | | | | | |||||||
SQM North America Corp. | Deep South Equipment Company | | | | | | | |||||||
SQM North America Corp. | Tennant- South | | | | | | | |||||||
SQM Comercial de México S.A. de C.V. | Onni Ensenada S.A. de C.V. | | | | | | | |||||||
SQM Comercial de México S.A. de C.V. | Madol Inmobiliaria S.A. de C.V. | | | | | | | |||||||
SQM Comercial de México S.A. de C.V. | Madol Inmobiliaria S.A. de C.V. | | | | | | | |||||||
SQM Europe N.V. | Straatsburgdok N.V. | | | | | | | |||||||
SQM Australia PTY | Ausco Modular Pty Limited | | | | | | | |||||||
SQM Australia PTY | Western Australian Land Authority | ( | ( | ( | ( | ( | ( | |||||||
SQM Australia PTY | Eagle Petroleum (WA) Pty Ltd | | | | | | | |||||||
SQM Australia PTY | Knight Frank | | | | | | | |||||||
SQM Colombia S.A.S. | Mareauto Colombia S.A.S. | | | | | | | |||||||
SQM Colombia S.A.S. | Renting Colombia S.A. | | | | | | | |||||||
SQM Colombia S.A.S. | Renting Colombia S.A. | | | | | | | |||||||
Total |
| |
| | | | | | ||||||
F-81
| (b) | As of December 31, 2022 and 2021, the non-current lease liabilities are analyzed as follows: |
Debtor | Creditor | Nominal amounts as of December 31, 2022 | Amounts at amortized cost as of December 31, 2022 | |||||||||||||||
Company |
| Supplier |
| 1-2 Years |
| 2-3 Years |
| 3-4 Years |
| Total |
| 1-2 Years |
| 2-3 Years |
| 3-4 Years |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||
SQM Salar S.A. |
| Empresa Constructora Contex Ltda. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Maquinarias Industriales Astudillo Hermanos Ltda. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Maquinarias Industriales Astudillo Hermanos Ltda. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Maquinarias Industriales Astudillo Hermanos Ltda. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Inversiones y Gestión New Energy SpA. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Jungheinrich Rentalift SpA. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Tattersall Maquinarias S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Obras y Servicios para la industria y Minera S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Sociedad Comercial Grandlesing Chile Ltda |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Industrial S.A. |
| El Trovador S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Industrial S.A. |
| Sociedad Comercial Grandleasing Chile Ltda |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Industrial S.A. |
| Jungheinrich Rentalift SpA |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Nitratos S.A. |
| Jungheinrich Rentalift SpA |
| |
| |
| |
| |
| |
| |
| |
| |
SQM S.A. |
| Jungheinrich Rentalift SpA |
| |
| |
| |
| |
| |
| |
| |
| |
Orcoma Estudios SpA |
| Obispado de Iquique |
| |
| |
| |
| |
| |
| |
| |
| |
Orcoma Estudios SpA |
| Comunidad Indígena Aymara Pueblo de Pisiga Choque |
| |
| |
| |
| |
| |
| |
| |
| |
Orcoma Estudios SpA |
| Ruth del Carmen Cortez Maturana |
| |
| |
| |
| |
| |
| |
| |
| |
Soquimich Comercial S.A. |
| Muelles de Penco S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
Soquimich Comercial S.A. |
| Inmobiliaria Chincui SPA |
| |
| |
| |
| |
| |
| |
| |
| |
Soquimich Comercial S.A. |
| Compañia de leasing Tattersall S.A |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Paces West LL. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Hawkins Nunmber One, LLC |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Deep South Equipment Company |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Deacon Jones CDJR |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Berwyn Partners Inc |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Myers Ford Co Inc |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Ford Motor Credit Company |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Porter and Howard INC |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. | Hanford Chrysler Dodge Jeep | | | | | | | | | |||||||||
SQM Comercial de México S.A. de C.V. | Onni Ensenada S.A. de C.V. | | | | | | | | | |||||||||
SQM Europe N.V. | Straatsburgdok N.V. | | | | | | | | | |||||||||
SQM Australia PTY | Kwinana Refinery Lease - Laydown Area | | | | | | | | | |||||||||
SQM Australia PTY | Thiess Pty Ltd | | | | | | | | | |||||||||
SQM Australia PTY | Western Australian Land Authority | | | | | | | | | |||||||||
SQM Australia PTY | Project JV | | | | | | | | | |||||||||
SQM Colombia S.A.S. | Renting Colombia S.A. | | | | | | | | | |||||||||
SQM Colombia S.A.S. | Renting Colombia S.A. | | | | | | | | | |||||||||
SQM Africa Pty | Goscor Finance (Pty) Ltd | | | | | | | | | |||||||||
Total |
|
| |
| |
| |
| |
| |
| |
| |
| | |
F-82
Debtor |
| Creditor |
| Nominal amounts as of December 31, 2021 |
| Amounts at amortized cost as of December 31, 2021 | ||||||||||||
Company | Supplier |
| 1-2 Years |
| 2-3 Years |
| 3-4 Years |
| Total |
| 1-2 Years |
| 2-3 Years |
| 3-4 Years |
| Total | |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||
SQM Salar S.A. |
| Empresa Constructora Contex Ltda |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Maquinarias Industriales Astudillo Hermanos Ltda. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| SKM Industrial Ltda. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Maquinarias Industriales Astudillo Hermanos Ltda. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Sociedad Inmobiliaria Amaru SpA |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Salar S.A. |
| Maquinarias Industriales Astudillo Hermanos Ltda. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Industrial S.A. |
| El Trovador S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Industrial S.A. |
| Sociedad Comercial Grandleasing Chile Ltda |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Industrial S.A. |
| Jungheinrich Rentalift SpA |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Industrial S.A. |
| Tecnofast |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Nitratos S.A. |
| Jungheinrich Rentalift SpA |
| |
| |
| |
| |
| |
| |
| |
| |
SQM S.A. |
| Jungheinrich Rentalift SpA |
| |
| |
| |
| |
| |
| |
| |
| |
Orcoma Estudios SpA |
| Obispado de Iquique |
| |
| |
| |
| |
| |
| |
| |
| |
Orcoma Estudios SpA |
| Comunidad Indígena Aymara Pueblo de Pisiga Choque |
| |
| |
| |
| |
| |
| |
| |
| |
Orcoma Estudios SpA |
| Ruth del Carmen Cortez Maturana |
| |
| |
| |
| |
| |
| |
| |
| |
Soquimich Comercial S.A. |
| Container Operators S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
Soquimich Comercial S.A. |
| Muelles de Penco S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
Soquimich Comercial S.A. |
| Muelles de Penco S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
Soquimich Comercial S.A. |
| Inmobiliaria Chincui SPA |
| |
| |
| |
| |
| |
| |
| |
| |
Soquimich Comercial S.A. |
| Compañía de Leasing Tattersall S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Paces West LL. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Hawkins Nunmber One, LLC |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Deep South Equipment Company |
| |
| |
| |
| |
| |
| |
| |
| |
SQM North America Corp. |
| Tennant- South |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Comercial de México S.A. de C.V. |
| Onni Ensenada S.A. de C.V. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Comercial de México S.A. de C.V. |
| Madol Inmobiliaria S.A. de C.V. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Comercial de México S.A. de C.V. |
| Madol Inmobiliaria S.A. de C.V. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Europe N.V. |
| Straatsburgdok N.V. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Australia PTY |
| Ausco Modular Pty Limited |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Australia PTY |
| Western Australian Land Authority |
| |
| |
| |
| |
| ( |
| |
| |
| |
SQM Colombia S.A.S. |
| Mareauto Colombia S.A.S. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Colombia S.A.S. |
| Renting Colombia S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
SQM Colombia S.A.S. |
| Renting Colombia S.A. |
| |
| |
| |
| |
| |
| |
| |
| |
Total |
|
| |
| |
| |
| |
| |
| |
| |
| | |
Other lease disclosures
Total lease expenses related to lease payments that did not qualify under the scope of IFRS 16 were ThUS$
Expenses related to variable payments not included in lease liabilities were ThUS$
Income from subleases on right-of-use assets were ThUS$
Payments for contractual operating leases are disclosed in Note 4.2 Liquidity Risk.
F-83
Note 14 Intangible assets and goodwill
14.1Reconciliation of changes in intangible assets and goodwill
As of December 31, 2022 | ||||
Intangible assets and goodwill |
| Useful life |
| Net Value |
ThUS$ | ||||
IT programs |
|
| | |
Mining rights |
|
| | |
Water rights and rights of way |
|
| | |
Water rights |
|
| | |
Intellectual property |
|
| | |
Other intangible assets |
|
| | |
Intangible assets other than goodwill |
|
|
| |
Goodwill |
|
| | |
Total Intangible Asset |
|
|
| |
As of December 31, 2021 | ||||
Intangible assets and goodwill |
| Useful life |
| Net Value |
ThUS$ | ||||
IT programs |
|
| | |
Mining rights |
|
| | |
Water rights and rights of way |
|
| | |
Water rights |
|
| | |
Intellectual property |
|
| | |
Other intangible assets |
|
| | |
Intangible assets other than goodwill |
|
|
| |
Goodwill |
| Indefinite |
| |
Total Intangible Asset |
|
|
| |
| a) | Movements in identifiable intangible assets as of December 31, 2022: |
Water rights, | Customer- | |||||||||||||||||
Movements in identifiable intangible assets | Mining rights, | and rights of | Water rights | related | Intellectual | Other intangible | ||||||||||||
| IT programs |
| Finite |
| way, Indefinite |
| Finite |
| intangible assets |
| property |
| assets |
| Goodwill |
| Total | |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||
As of January 1, 2022 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Additions |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Amortization for the year |
| ( |
| ( |
| — |
| ( |
| — |
| ( |
| ( |
| — |
| ( |
Impairment losses recognized in profit or loss for the year (2) |
| |
| ( |
| |
| |
| |
| |
| |
| ( |
| ( |
Other increases / decreases for foreign currency exchange rates |
| ( |
| |
| |
| |
| |
| ( |
| |
| |
| ( |
Decreases through sale |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Transferred from available for sale |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Other increases (decreases) |
| |
| ( |
| |
| |
| |
| |
| |
| |
| |
Subtotal |
| ( |
| ( |
| |
| ( |
| |
| ( |
| ( |
| ( |
| ( |
As of December 31,2022 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Historical cost |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Accumulated amortization | ( | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||
As of January 1, 2021 |
| |
| |
| |
| |
| — |
| |
| |
| |
| |
Additions |
| |
| |
| — |
| — |
| — |
| — |
| |
| — |
| |
Amortization for the year |
| ( |
| ( |
| — |
| ( |
| — |
| ( |
| ( |
| — |
| ( |
Impairment losses recognized in profit or loss for the year (1) |
| — |
| ( |
| ( |
| — |
| — |
| — |
| — |
| — |
| ( |
Other increases / decreases for foreign currency exchange rates |
| ( |
| |
| ( |
| — |
| — |
| — |
| ( |
| — |
| |
Decreases through sale |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Transferred from available for sale |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| |
Other increases (decreases) |
| |
| ( |
| — |
| — |
| — |
| |
| — |
| ( |
| ( |
Subtotal |
| ( |
| ( |
| ( |
| ( |
| — |
| |
| ( |
| ( |
| ( |
As of December 31,2021 |
| |
| |
| |
| |
| — |
| |
| |
| |
| |
Historical cost |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Accumulated amortization | ( | ( | ( | ( | ( | ( | ( | ( | ( |
| (1) | See Note 21.5 |
| (2) | A determination made in the fourth quarter of 2022 led to the identification of assets that are not in the company’s long-term business plan. Therefore, the Company recognized impairment for the value of certain intangible assets and associated goodwill in an amount of ThUS$ |
F-84
(b) | Movements in identifiable goodwill as of December 31, 2022 and 2021: |
Accumulated impairment |
| Goodwill at the beginning |
| Additional |
| Impairment losses recognized in |
| Total increase |
| Ending balance as of december 31, 2022 |
Movements in identifiable goodwill | of period January 1, 2022 | recognition | profit or loss for the year (-) | (decrease) | ||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||
SQM S.A. |
| |
| |
| ( |
| ( |
| |
SQM Iberian S.A. |
| |
| |
| |
| |
| |
SQM Investment Corporation |
| |
| |
| |
| |
| |
Soquimich European Holding B.V. |
| |
| |
| ( |
| ( |
| |
SQM Potasio S.A. |
| |
| |
| |
| |
| |
Ending balance as of December 31,2022 |
| |
| |
| ( |
| ( |
| |
Accumulated impairment |
| Goodwill at the beginning |
| Additional |
| Impairment losses recognized in |
| Total increase |
| Ending balance as of december 31, 2021 |
Movements in identifiable goodwill | of period January 1, 2021 | recognition | profit or loss for the year (-) | (decrease) | ||||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
SQM S.A. |
| |
| — |
| — |
| — |
| |
SQM Iberian S.A. |
| |
| — |
| — |
| — |
| |
SQM Investment Corporation |
| |
| — |
| — |
| — |
| |
Soquimich European Holding B.V. |
| |
| — |
| — |
| — |
| |
SQM Holland B.V. (*) |
| |
| — |
| — |
| ( |
| — |
SQM Potasio S.A. |
| |
| — |
| — |
| — |
| |
Ending balance as of December 31,2021 |
| |
| — |
| — |
| ( |
| |
(*) The measurement of assets and liabilities related to the acquisition of WNSPK (see Note 7) was completed in 2021 and as a result ThUS$
F-85
Note 15 Property, plant and equipment
As of December 31, 2022, and 2021, the detail of property, plant and equipment is as follows:
15.1Types of property, plant and equipment
| As of |
| As of | |
December 31, | December 31, | |||
Description of types of property, plant and equipment | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Property, plant and equipment, net |
|
|
|
|
Land |
| |
| |
Buildings |
| |
| |
Other property, plant and equipment |
| |
| |
Transport equipment |
| |
| |
Supplies and accessories |
| |
| |
Office equipment |
| |
| |
Network and communication equipment |
| |
| |
Mining assets |
| |
| |
IT equipment |
| |
| |
Energy generating assets |
| |
| |
Constructions in progress |
| |
| |
Machinery, plant and equipment |
| |
| |
Total |
| |
| |
Property, plant and equipment, gross |
|
|
|
|
Land |
| |
| |
Buildings |
| |
| |
Other property, plant and equipment |
| |
| |
Transport equipment |
| |
| |
Supplies and accessories |
| |
| |
Office equipment |
| |
| |
Network and communication equipment |
| |
| |
Mining assets |
| |
| |
IT equipment |
| |
| |
Energy generating assets |
| |
| |
Constructions in progress |
| |
| |
Machinery, plant and equipment |
| |
| |
Total |
| |
| |
Accumulated depreciation and value impairment of property, plant and equipment, total |
|
|
|
|
Accumulated depreciation and impairment of buildings |
| ( |
| ( |
Accumulated depreciation and impairment of other property, plant and equipment |
| ( |
| ( |
Accumulated depreciation and impairment of transport equipment |
| ( |
| ( |
Accumulated depreciation and impairment of supplies and accessories |
| ( |
| ( |
Accumulated depreciation and impairment of office equipment |
| ( |
| ( |
Accumulated depreciation and impairment of network and communication equipment |
| ( |
| ( |
Accumulated depreciation and impairment of mining assets |
| ( |
| ( |
Accumulated depreciation and impairment of IT equipment |
| ( |
| ( |
Accumulated depreciation and impairment of energy generating assets |
| ( |
| ( |
Accumulated depreciation and impairment of machinery, plant and equipment |
| ( |
| ( |
Total |
| ( |
| ( |
F-86
| As of |
| As of | |
December 31, | December 31, | |||
Description of classes of property, plant and equipment | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
Property, plant and equipment, net |
|
|
|
|
Pumps |
| |
| |
Conveyor Belt |
| |
| |
Crystallizer |
| |
| |
Plant Equipment |
| |
| |
Tanks |
| |
| |
Filter |
| |
| |
Electrical equipment/facilities |
| |
| |
Other Property, Plant & Equipment |
| |
| |
Site Closure |
| |
| |
Piping |
| |
| |
Well |
| |
| |
Pond |
| |
| |
Spare Parts (1) |
| |
| |
Total |
| |
| |
| (1) | The reconciliation of the spare parts provisions as of December 31, 2022 and 2021 is as follows: |
| As of |
| As of | |
December 31, | December 31, | |||
Reconciliation | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
Opening balance |
| |
| |
Increase in provision |
| |
| |
Closing balance |
| |
| |
15.2Reconciliation of changes in property, plant and equipment by type:
Reconciliation of changes in property, plant and equipment by class as of December 31, 2022 and 2021:
|
|
| Other |
|
|
|
|
|
|
|
|
|
| |||||||||||||
Reconciliation of changes in property, | property, | Supplies | Network and | Energy | Assets | Machinery, | Property, | |||||||||||||||||||
plant and equipment by class as of | plant and | Transport | and | Equipment | communication | Mining | IT | generating | under | plant and | plant and | |||||||||||||||
Land | Buildings | equipment | equipment | accessories | office | equipment | assets | equipment | assets | construction | equipment | equipment | ||||||||||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||||
At January 1, 2022 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Additions |
| — |
| |
| |
| |
| |
| |
| |
| — |
| |
| — |
| |
| |
| |
Disposals |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
Depreciation for the year | — | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||
Impairment (2) | — | ( | ( | ( | ||||||||||||||||||||||
Increase (decrease) in foreign currency translation difference (2) |
| ( |
| ( |
| — |
| — |
| — |
| ( |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
Reclassifications |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| — |
| ( |
| |
| — |
Other increases (decreases) |
| — |
| ( |
| ( |
| — |
| ( |
| ( |
| — |
| — |
| ( |
| — |
| ( |
| |
| |
Decreases for classification as held for sale |
| ( |
| ( |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
Subtotal |
| ( |
| |
| |
| |
| ( |
| ( |
| |
| |
| ( |
| ( |
| |
| |
| |
As of December 31, 2022 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Historical cost | | | | | | | | | | | | | | |||||||||||||
Accumulated depreciation | — | ( | ( | ( | ( | ( | ( | ( | ( | ( | — | ( | ( | |||||||||||||
At January 1, 2021 | | | | | | | | | | | | | | |||||||||||||
Additions | — | — | | — | — | | | — | | — | | | | |||||||||||||
Disposals | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||
Depreciation for the year | — | ( | ( | ( | ( | ( | ( | ( | ( | ( | — | ( | ( | |||||||||||||
Impairment (2) | — | ( | ( | — | ( | ( | — | — | ( | — | — | ( | ( | |||||||||||||
Increase (decrease) in foreign currency translation difference (2) | ( | ( | ( | — | — | ( | — | — | — | — | — | ( | ( | |||||||||||||
Reclassifications | — | | | | | | | | | — | ( | | — | |||||||||||||
Other increases (decreases) | — | | ( | ( | — | — | | — | | — | | | | |||||||||||||
Decreases for classification as held for sale | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||
Subtotal | ( | | ( | ( | | | | ( | ( | ( | | | | |||||||||||||
As of December 31, 2021 | | | | | | | | | | | | | | |||||||||||||
Historical cost | | | | | | | | | | | | | | |||||||||||||
Accumulated depreciation | — | ( | ( | ( | ( | ( | ( | ( | ( | ( | — | ( | ( |
F-87
| (1) | The net balance of “Other Increases (Decreases)” corresponds to all those items that are reclassified to or from “Property, Plant and Equipment”, They can have the following origin: (i) work in progress which is expensed to profit or loss, forming part of operating costs or other expenses per function, as appropriate; (ii) the variation representing the purchase and use of materials and spare parts; (iii) projects corresponding mainly to exploration expenditures and ground studies that are reclassified to the item other non-current financial assets; (iv) software that is reclassified to “Intangibles (v) Provisions related to the investment plan and assets related to closing the site. |
| (2) | See note 21.5. This corresponds to assets identified as not being used in the operation due to their specific characteristics. |
15.3Detail of property, plant and equipment pledged as guarantee
There are no restrictions in title or guarantees for compliance with obligations that affect property, plant and equipment.
15.4Cost of capitalized interest, property, plant and equipment
The rates and costs for capitalized interest of property, plant and equipment are detailed as follows:
| As of |
| As of |
| |
December 31, | December 31, |
| |||
Costs of capitalized interest | 2022 | 2021 |
| ||
ThUS$ | ThUS$ |
| |||
Weighted average capitalization rate of capitalized interest costs |
| | % | | % |
Amount of interest cost capitalized |
| |
| |
Note 16 Other current and non-current non-financial assets
As of December 31, 2022, and 2021, the detail of “Other Current and Non-current Assets” is as follows:
| As of |
| As of | |
December 31, | December 31, | |||
Other non-financial assets, current | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Domestic Value Added Tax |
| |
| |
Foreign Value Added Tax |
| |
| |
Prepaid mining licenses |
| |
| |
Prepaid insurance |
| |
| |
Other prepayments |
| |
| |
Refund of Value Added Tax to exporters |
| |
| |
Other taxes |
| |
| |
Other assets |
| |
| |
Total |
| |
| |
| As of |
| As of | |
December 31, | December 31, | |||
Other non-financial assets, non-current | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Exploration and evaluation expenses |
| |
| |
Guarantee deposits |
| |
| |
Other assets |
| |
| |
Total |
| |
| |
F-88
Movements in assets for the exploration and evaluation of mineral resources as of December 31, 2022, and 2021:
| As of |
| As of |
| As of | |
December 31, | December 31, | December 31, | ||||
Reconciliation | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Opening balance |
| |
| |
| |
Change in assets for exploration and evaluation of mineral resources |
|
|
|
|
|
|
Additions |
| |
| |
| — |
Short term reclassifications |
| ( |
| |
| ( |
Increase (decrease) due to transfers and other charges |
| |
| |
| ( |
Total changes |
| |
| |
| ( |
Total |
| |
| |
| |
As of December 31, 2022 and 2021, no reevaluations of assets for exploration and assessment of mineral resources have been conducted.
Mineral resource exploration and evaluation expenditure
Given the nature of operations of the Company and the type of exploration it undertakes, disbursements for exploration can be found in 4 stages: Execution, economically feasible, not economically feasible and in exploitation:
(a)Not economically feasible: Exploration and evaluation disbursements, once finalized and concluded to be not economically feasible, will be charged to profit and loss. As of December 31, 2022, and 2021 there were no disbursements for this concept.
(b)Execution: Disbursements for exploration and evaluation under implementation and therefore prior to determination of economic feasibility, are presented as part of property, plant and equipment as constructions in progress.
| As of |
| As of | |
December 31, | December 31, | |||
Explorations in execution | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Chile |
| |
| |
Total |
| |
| |
| As of |
| As of | |
December 31, | December 31, | |||
Conciliation of explorations in execution | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Opening balance |
| |
| |
Disbursements |
| |
| |
Reclassifications |
| ( |
| ( |
Total changes |
| |
| ( |
Total |
| |
| |
(c)Economically feasible: Reimbursements for exploration and evaluation whose study concluded that its economic viability is viable are classified in “Other non-financial assets, non-current.”
|
| As of |
| As of | ||
December 31, | December 31, | |||||
Prospecting | Type of Exploration | 2022 | 2021 | |||
ThUS$ | ThUS$ | |||||
Chile (1) |
| Metallic/Non-Metallic |
| |
| |
Total |
| |
| |
| (1) | The value presented for Chile is composed as of December 2022 of ThUS |
F-89
Economically feasible metallic explorations are those classified as advanced exploration.
| As of |
| As of | |
December 31, | December 31, | |||
Prospecting conciliation | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Opening balance |
| |
| |
Additions |
| |
| |
Reclassifications from Exploration in execution – Chile |
| |
| |
Reclassifications to Exploration in Exploitation-Chile |
| ( |
| ( |
Total changes |
| |
| |
Total |
| |
| |
(d)In Exploitation: Caliche exploration disbursements that are found in this area are amortized based on the material exploited, the portion that is expected to be exploited in the following 12 months is presented as “Current Assets” in the “Inventories in process” and the remaining portion is classified as “Other Non-current Non-Financial Assets”.
| As of |
| As of | |
December 31, | December 31, | |||
Short-Term Exploitation Conciliation | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Opening balance |
| |
| |
Amortization |
| — |
| ( |
Reclassifications |
| |
| |
Total changes |
| |
| ( |
Total |
| |
| |
| As of |
| As of | |
December 31, | December 31, | |||
Long-Term Exploitation Conciliation | 2022 | 2021 | ||
ThUS$ | ThUS$ | |||
Opening balance |
| |
| |
Amortization |
| ( |
| — |
Reclassifications |
| |
| |
Total changes |
| ( |
| |
Total |
| |
| |
Note 17 Employee benefits
17.1Provisions for employee benefits
| As of |
| As of | |
December 31, | December 31, | |||
Classes of benefits and expenses by employee | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
Current |
|
|
|
|
Profit sharing and bonuses |
| |
| |
Performance bonus and operational |
| |
| |
Total |
| |
| |
Non-current |
|
|
|
|
Profit sharing and bonuses |
| |
| |
Severance indemnity payments |
| |
| |
Total |
| |
| |
F-90
17.2Policies on defined benefit plan
This policy is applied to all benefits received for services provided by the Company’s employees. This is divided as follows:
| a) | Short-term benefits for active employees are represented by salaries, social welfare benefits, paid time off, sickness and other types of leave, profit sharing and incentives and non-monetary benefits; e.g., healthcare service, housing, subsidized or free goods or services. These will be paid in a term which does not exceed twelve months. The Company maintains incentive programs for its employees, which are calculated based on the net result at the close of each period by applying a factor obtained from an evaluation based on their personal performance, the Company’s performance and other short-term and long-term indicators. |
| b) | Staff severance indemnities are agreed and payable based on the final salary, calculated in accordance with each year of service to the Company, with certain maximum limits in respect of either the number of years or in monetary terms. In general, this benefit is payable when the employee or worker ceases to provide his/her services to the Company and there are a number of different circumstances through which a person can be eligible for it, as indicated in the respective agreements; e.g. retirement, dismissal, voluntary retirement, incapacity or disability, death, etc. See Note 17.3. |
| c) | Obligations after employee retirement, described in Note 17.4. |
| d) | Retention bonuses for a group of Company executives, described in Note 17.6. |
17.3 Other long-term benefits
The actuarial assessment method has been used to calculate the Company’s obligations with respect to staff severance indemnities, which relate to defined benefit plans consisting of days of remuneration per year served at the time of retirement under conditions agreed in the respective agreements established between the Company and its employees.
Under this benefit plan, the Company retains the obligation to pay staff severance indemnities related to retirement, without establishing a separate fund with specific assets, which is referred to as not funded.
Benefit payment conditions
The staff severance indemnity benefit relates to remuneration days for years worked for the Company without a limit being imposed in regard of amount of salary or years of service. It applies when employees cease to work for the Company because they are made redundant or in the event of their death. This benefit is applicable up to a maximum age of
Methodology
The determination of the defined benefit obligation is made under the requirements of IAS 19 “Employee benefits”.
17.4Post-employment benefit obligations
Our subsidiary SQM NA, together with its employees established a pension plan until 2002 called the “SQM North America Retirement Income Plan”. This obligation is calculated measuring the expected future forecast staff severance indemnity obligation using a net salary gradual rate of restatements for inflation, mortality and turnover assumptions, discounting the resulting amounts at present value using the interest rate defined by the authorities.
F-91
Since 2003, SQM NA offers benefits related to pension plans based on the 401-K system to its employees, which do not generate obligations for the Company.
A settlement was reflected in the last quarter of 2022 for the purchase of annuities by the pension plan for all inactive participants.
| As of |
| As of |
| As of | |
December 31, | December 31, | December 31, | ||||
Reconciliation Changes in the benefit obligation | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Opening balance |
| |
| |
| |
Current cost of service |
| |
| |
| |
Interest cost |
| |
| |
| |
Actuarial gains loss |
| ( |
| ( |
| |
Settlement | ( | |||||
Benefits paid |
| ( |
| ( |
| ( |
Total benefit obligation (A) |
| |
| |
| |
| As of |
| As of |
| As of | |
Reconciliation | December 31, | December 31, | December 31, | |||
Changes in plan assets | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Fair value of plan assets at the start of the year |
| |
| |
| |
Real return (loss) in the plan assets |
| ( |
| |
| |
Benefits paid |
| ( |
| ( |
| ( |
Settlement |
| ( |
| — |
| — |
Fair value of plan assets at the end of the year |
| |
| |
| |
Non-current-assets |
| |
| |
| |
Elements not yet recognized as components of the cost of periodic net pensions: |
|
|
|
|
|
|
Net actuarial loss at the beginning of the year |
| |
| |
| ( |
Amortization during the year |
| |
| |
| |
Settlement | ( | — | — | |||
Gain |
| |
| |
| |
Adjustment to recognize the minimum pension obligation |
| |
| |
| |
| For the |
| For the |
| For the | |
year ended | year ended | year ended | ||||
Cost of service or benefits received during the year | 2022 | 2021 | 2020 | |||
| ThUS$ | ThUS$ | ThUS$ | |||
Financial cost |
| |
| |
| |
Real loss in plan assets |
| ( |
| ( |
| ( |
Settlement |
| ( |
| |
| |
Amortization of prior year losses | — | — | | |||
Net periodic pension expenses |
| ( |
| ( |
| ( |
17.5Staff severance indemnities
As of December 31, 2022, and 2021, severance indemnities calculated at the actuarial value are as follows:
| As of |
| As of |
| As of | |
December 31, | December 31, | December 31, | ||||
Staff severance indemnities | 2022 | 2021 | 2020 | |||
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Opening balance |
| ( |
| ( |
| ( |
Current cost of service |
| ( |
| ( |
| ( |
Interest cost |
| ( |
| ( |
| ( |
Actuarial gain loss |
| ( |
| |
| ( |
Exchange rate difference |
| |
| |
| ( |
Benefits paid during the year |
| |
| |
| |
Total |
| ( |
| ( |
| ( |
F-92
(a)Actuarial assumptions
The liability recorded for staff severance indemnity is valued at the actuarial value method, using the following actuarial assumptions:
| As of |
| As of |
| As of |
| ||
December 31, | December 31, | December 31, | ||||||
Actuarial assumptions | 2022 | 2021 | 2020 | Annual/Years | ||||
Mortality rate |
|
|
|
|
| |||
Actual annual interest rate |
| | % | | % | | % |
|
Voluntary retirement rate: |
|
|
|
|
|
|
|
|
Men |
| | % | | % | | % | Annual |
Women |
| | % | | % | | % | Annual |
Salary increase |
| | % | | % | | % | Annual |
Retirement age: |
|
|
|
|
|
|
|
|
Men |
|
|
|
| Years | |||
Women |
|
|
|
| Years |
(b)Sensitivity analysis of assumptions
As of December 31, 2022, 2021 and 2020, the Company has conducted a sensitivity analysis of the main assumptions of the actuarial calculation, determining the following:
| Effect + 100 basis |
| Effect - 100 basis | |
Sensitivity analysis as of December 31, 2022 | points | points | ||
| ThUS$ |
| ThUS$ | |
Discount rate |
| ( |
| |
Employee turnover rate |
| ( |
| |
| Effect + 100 basis |
| Effect - 100 basis | |
Sensitivity analysis as of December 31, 2021 | points | points | ||
| ThUS$ |
| ThUS$ | |
Discount rate |
| ( |
| |
Employee turnover rate |
| ( |
| |
| Effect + 100 basis |
| Effect - 100 basis | |
Sensitivity analysis as of December 31, 2020 | points | points | ||
| ThUS$ |
| ThUS$ | |
Discount rate |
| ( |
| |
Employee turnover rate |
| ( |
| |
Sensitivity relates to an increase/decrease of 100 basis points.
17.6Executive compensation plan
The Company currently has a compensation plan with the purpose of motivating the Company’s executives and encouraging them to remain with the Company. There are two compensation plans in effect as of December 31, 2022:
| I) | Share-based compensation plan |
Plan established for the 2017-2022 period for granting payments based on the change in the price of company shares. The benefit program includes a partial payment in shares where a contract is terminated for causes different from resignation and the application of Article 160 of the Labor Code.
| (a) | Plan characteristics |
This compensation plan is related to the Company’s performance through the SQM Series B share price (Santiago Stock Exchange).
F-93
| (b) | Plan participants and payment dates |
The compensation plan considers 29 Company’s executives, who are entitled to this benefit, provided that they stay with the Company until a given date, recognizing on an accrual basis: i) a 2021 bonus, which will be made effective by paying
| (c) | Compensation |
The compensation payable to each executive is calculated by multiplying:
| i) | the average price of the series B shares on the Santiago Stock Exchange during the fourth quarter of 2020, in its US dollar equivalent (with a value of US$ |
| ii) | the average price of SQM’s series B shares during the final quarter of 2022, subject to a limit of US$ |
| iii) | by a number equal to the quantity of shares that have been individually assigned to each executive included in the plan. |
The current compensation plan was approved by the Board and includes
| II) | Financial target compensation plan |
| (a) | Plan characteristics |
This is a cash compensation plan linked to the Company’s attainment of specific financial targets.
| (b) | Plan participants and payment dates |
A total of 42 Company executives are entitled to this benefit, provided they remain with the Company until year end of 2025. The payment dates, where relevant, will be during the first quarter of 2026.
This compensation plan was approved by the Board and was first applied on January 1, 2022. Expenditure for the period corresponds to ThUS$
Note 18 Provisions and other non-financial liabilities
18.1Types of provisions
| As of December 31, 2022 |
| As of December 31, 2021 | |||||||||
Types of provisions |
| Current |
| Non-current |
| Total |
| Current |
| Non-current |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Provision for legal complaints (1) | |
| |
| | |
| |
| | ||
Provision for dismantling, restoration and rehabilitation cost (2) | |
| |
| | |
| |
| | ||
Other provisions (3) | |
| |
| | |
| |
| | ||
Total | |
| |
| | |
| |
| | ||
| (1) | These provisions correspond to legal processes that are pending resolution or that have not yet been disbursed, these provisions are mainly related to litigation involving the subsidiaries located in Chile, Brazil and the United States (see note 20.1). |
| (2) | Sernageomin commitments for the restoration of the location of the production sites have been incorporated. This cost value is calculated at discounted present value, using flows associated with plans with an evaluation horizon that fluctuates between |
F-94
| (3) | See Note 18.2. |
18.2 Description of other provisions
| As of |
| As of | |
December 31, | December 31, | |||
Current provisions, other short-term provisions | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
Rent under Lease contract (1) |
| |
| |
Provision for additional tax related to foreign loans |
| |
| |
End of agreement bonus |
| |
| |
Directors’ per diem allowance |
| |
| |
Miscellaneous provisions |
| |
| |
Total |
| |
| |
| (1) | Payment Obligations for the lease contract with Corfo: These correspond to obligations assumed in the Lease Agreement. Our subsidiary SQM Salar holds exclusive rights to exploit the mineral resources in an area covering approximately |
The agreement signed in January 2018, includes important amendments to the lease agreement and project agreement signed between Corfo and SQM in 1993. The main modifications became effective on April 10, 2018 and requires an increase in the lease payments by increasing the lease rates associated with the sale of the different products produced in the Salar de Atacama, including lithium carbonate, lithium hydroxide and potassium chloride. This agreement has been amended since it was signed, and it is reasonable to expect that it will continue to be amended as mutually agreed by the parties.
Additionally, SQM Salar commits to contribute to research and development efforts, as well as to the communities in close proximity to the Salar de Atacama and provide a percentage of total annual sales of SQM Salar to regional development.
SQM Salar commits to contribute between US$
F-95
18.3 Changes in provisions
|
| Provision for |
|
| ||||
dismantling, | ||||||||
Description of items that gave rise to variations | restoration and | |||||||
as of December 31, 2022 | Legal complaints | rehabilitation cost | Other provisions | Total | ||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||
Total provisions, initial balance |
| |
| |
| |
| |
Changes |
|
|
|
|
|
|
|
|
Additional provisions |
| |
| |
| |
| |
Provision used |
| — |
| — |
| ( |
| ( |
Increase(decrease) in foreign currency exchange |
| ( |
| ( |
| |
| ( |
Others |
| ( |
| ( |
| ( |
| ( |
Total Increase (decreases) |
| |
| ( |
| |
| |
Total |
| |
| |
| |
| |
|
| Provision for |
|
| ||||
dismantling, | ||||||||
Description of items that gave rise to variations | restoration and | |||||||
as of December 31, 2021 | Legal complaints | rehabilitation cost | Other provisions | Total | ||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||
Total provisions, initial balance |
| |
| |
| |
| |
Changes |
|
|
|
|
|
|
|
|
Additional provisions |
| |
| |
| |
| |
Provision used |
| ( |
| — |
| ( |
| ( |
Increase(decrease) in foreign currency exchange |
| ( |
| — |
| ( |
| ( |
Others |
| — |
| ( |
| ( |
| ( |
Total Increase (decreases) |
| |
| ( |
| |
| |
Total |
| |
| |
| |
| |
|
| Provision for |
|
| ||||
dismantling, | ||||||||
Description of items that gave rise to variations | restoration and | |||||||
as of December 31, 2020 | Legal complaints | rehabilitation cost | Other provisions | Total | ||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||
Total provisions, initial balance |
| |
| |
| |
| |
Changes |
|
|
|
|
|
|
|
|
Additional provisions |
| |
| |
| |
| |
Provision used |
| ( |
| — |
| ( |
| ( |
Increase(decrease) in foreign currency exchange |
| |
| — |
| ( |
| ( |
Others |
| — |
| ( |
| — |
| ( |
Total Increase (decreases) |
| ( |
| |
| ( |
| |
Total |
| |
| |
| |
| |
18.4 Other non-financial liabilities, Current
| As of |
| As of | |
December 31, | December 31, | |||
Description of other liabilities | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
Tax withholdings |
| |
| |
VAT payable |
| |
| |
Guarantees received |
| |
| |
Accrual for dividend |
| |
| |
Monthly tax provisional payments |
| |
| |
Deferred income |
| |
| |
Withholdings from employees and salaries payable |
| |
| |
Accrued vacations (1) |
| |
| |
Other current liabilities |
| |
| |
Total |
| |
| |
F-96
(1) Vacation benefit (short-term benefits to employees, current) is in line with the provisions established in Chile’s Labor Code, which indicates that employees with more than a year of service will be entitled to annual vacation for a period of at least fifteen paid business days. The Company provides the benefit of two additional vacation days
Note 19 Disclosures on equity
The detail and movements in the funds of equity accounts are shown in the consolidated statement of changes in equity.
19.1Capital management
The main object of capital management relative to the administration of the Company’s financial debt and equity is to ensure the regular conduct of operations and business continuity in the long term, with the constant intention of maintaining an adequate level of liquidity and in compliance with the financial safeguards established in the debt contracts in force. Within this framework, decisions are made in order to maximize the value of the company.
Capital management must comply with, among others, the limits contemplated in the Financing Policy approved by the Shareholders’ Meeting, which establish a maximum consolidated indebtedness level of 1.5 times the debt to equity ratio. This limit can be exceeded only if the Company’s management has first obtained express approval at an Extraordinary Shareholders’ Meeting.
The Company’s management controls capital management based on the following ratios:
| As of December 31, |
| As of December 31, |
|
| |||
Capital Management | 2022 | 2021 | Description (1) | Calculation (1) | ||||
Net Financial Debt (ThUS$) |
| ( |
| |
|
| ||
Liquidity |
| |
| |
|
| ||
ROE |
| | % | | % |
| ||
Adjusted EBITDA (ThUS$) |
| |
| |
|
| ||
EBITDA (ThUS$) |
| |
| |
|
| ||
ROA |
| | % | | % |
| ||
Indebtedness |
| ( |
| |
|
|
The Company’s capital requirements change according to variables such as: working capital needs, new investment financing and dividends, among others. The SQM Group manages its capital structure and makes adjustments bases on the predominant economic conditions so as to mitigate the risks associated with adverse market conditions and take advantage of the opportunities there may be to improve the liquidity position of the SQM Group.
There have been no changes in the capital management objectives or policy within the years reported in this document, no breaches of external requirements of capital imposed have been recorded. There are
19.2Operational restrictions and financial limits
Bond issuance contracts in the local market require the Company to maintain a Total Borrowing Ratio no higher than 1 for Series H, Series O and Series Q bonds, calculated over the last consecutive 12 months.
F-97
Capital management must ensure that the Borrowing Ratio remains below 1.0, with respect to the Series H, Series O and Series Q bonds. This ratio was redefined at the Bondholders’ Meeting held in September 2020, as the result of dividing Net Financial Debt by the company’s Total Equity. Previously it had been defined as Total Liabilities divided by Equity, and the limit for this ratio was 1.44, with a prepayment option for bondholders if this ratio rose above 1.2. As of December 31, 2022 and 2021 this ratio was (0.15).
The financial restrictions with respect to the bonds issued by the Company for the periods ended December 31, 2022 and 2021 are as follows.
| Financial restrictions (member) | |||||||
| Financial |
| Financial |
| Financial |
| Financial | |
restrictions | restrictions | restrictions | restrictions | |||||
As of December 31, 2022 | (member) | (member) | (member) | (member) | ||||
Instrument with restriction |
|
|
| |||||
Reporting party or subsidiary restriction |
|
|
|
|
|
|
| |
Creditor |
|
|
| |||||
Registration number |
|
|
| |||||
Name of financial indicator or ratio (See definition in Note 20.1) |
|
|
| |||||
Measurement frequency |
|
|
| |||||
Restriction (Range, value and unit of measure) |
|
|
| |||||
Indicator or ratio determined by the company | - |
| - |
| - |
| - | |
Fulfilled YES/NO |
|
|
| |||||
Financial restrictions (member) | ||||||||
Financial | Financial | Financial | Financial | |||||
restrictions | restrictions | restrictions | restrictions | |||||
As of December 31, 2021 |
| (member) |
| (member) |
| (member) |
| (member) |
Instrument with restriction |
|
|
| |||||
Reporting party or subsidiary restriction |
|
|
|
|
|
|
| |
Creditor |
|
|
| |||||
Registration number |
|
|
| |||||
Name of financial indicator or ratio (See definition in Note 20.1) |
|
|
| |||||
Measurement frequency |
|
|
| |||||
Restriction (Range, value and unit of measure) |
|
|
| |||||
Indicator or ratio determined by the company |
|
|
| |||||
Fulfilled YES/NO |
|
|
| |||||
Bond issuance contracts in foreign markets require that the Company does not merge, or dispose of, or encumber all or a significant portion of its assets, unless all of the following conditions are met: (i) the legal successor is an entity constituted under the laws of Chile or the United States, which assumes all the obligations of the Company in a supplemental indenture, (ii) immediately after the merger or disposal or encumbrance there is no default by the issuer, and (iii) the issuer has provided a legal opinion indicating that the merger or disposal or encumbrance and the supplemental indenture comply with the requirements of the original indenture.
The Company is also committed to provide quarterly financial information.
The Company and its subsidiaries are complying with all the aforementioned limitations, restrictions and obligations.
19.3Disclosures on share capital
Issued share capital is divided into Series A shares and Series B shares. All such shares are nominative, have no par value and are fully issued, subscribed and paid.
F-98
Series B shares may not exceed
| (a) | require the calling of an Ordinary or Extraordinary Shareholders’ Meeting when so requested by Series B shareholders representing at least 5% of the issued shares thereof; and |
| (b) | require the calling of an extraordinary meeting of the board of directors, without the president being able to qualify the need for such a request, when so requested by the director who has been elected by the shareholders of said Series B. |
The limitation and preferences of Series B shares have a duration of
The Series A shares have the preference of being able to exclude the director elected by the Series B shareholders in the voting process in which the president of the board of directors and of the Company must be elected and which follows the one in which the tie that allows such exclusion resulted.
The preference of the Series A shares will have a term of
At December 31, 2022, the Group hold 648 Series A shares treasury shares.
Detail of capital classes in shares:
As of December 31, 2022, the Company has placed share issues in the market as described in note 1.6:
As of December 31, 2022 | As of December 31, 2021 |
| As of December 31, 2020 | |||||||||
Type of capital in preferred shares |
| Series A |
| Series B |
| Series A |
| Series B |
| Series A |
| Series B |
Description of type of capital in shares |
|
|
|
|
|
|
|
|
|
|
| |
Number of authorized shares |
| |
| |
| |
| | |
| | |
Number of fully subscribed and paid shares |
| |
| |
| |
| | |
| | |
Number of subscribed, partially paid shares |
| — |
| — |
| — |
| — | — |
| — | |
Increase (decrease) in the number of current shares |
| — |
| — |
| — |
| — | — |
| — | |
Number of outstanding shares |
| |
| |
| |
| | |
| | |
Number of shares owned by the Company or its subsidiaries or associates |
| |
| — |
| |
| — | — |
| — | |
Number of shares whose issuance is reserved due to the existence of options or agreements to dispose shares |
| — |
| — |
| — |
| — | — |
| — | |
Capital amount in shares ThUS$ |
| | |
| | | ||||||
Total number of subscribed shares |
| |
| |
| |
| | |
| | |
F-99
19.4Disclosures on reserves in Equity and non-controlling interests
As of December 31, 2022, 2021 and 2020, this caption comprises the following:
| As of |
| As of |
| As of | |
December 31, | December 31, | December 31, | ||||
Disclosures on reserves in equity | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Reserve for currency exchange conversion (1) |
| ( |
| ( |
| ( |
Reserve for cash flow hedges (2) |
| ( |
| ( |
| |
Reserve for gains and losses from financial assets measured at fair value through other comprehensive income (3) |
| ( |
| ( |
| |
Reserve for actuarial gains or losses in defined benefit plans (4) |
| ( |
| ( |
| ( |
Other reserves |
| |
| |
| |
Total |
| ( |
| ( |
| |
| (1) | This balance reflects retained earnings for changes in the exchange rate when converting the financial statements of subsidiaries whose functional currency is different from the US dollar. |
| (2) | The Company maintains, as hedge instruments, financial derivatives related to obligations with the public issued in UF and Chilean pesos, Changes from the fair value of derivatives designated and classified as hedges are recognized under this classification. |
| (3) | This caption includes the fair value of equity investments that are not held for trading and that the group has irrevocably opted to recognize in this category upon initial recognition. In the event that such equity instruments are fully or partially disposed of, the proportional accumulated effect of accumulated fair value will be transferred to retained earnings. |
| (4) | This caption reflects the effects of changes in actuarial assumptions, mainly changes in the discount rate. |
Movements in other reserves and changes in interest were as follows:
Foreign | Reserve for gains (losses) | |||||||||||||||||||||
currency | from financial assets | |||||||||||||||||||||
translation | Reserve for actuarial gains | measured at fair value | ||||||||||||||||||||
difference | Reserve for cash flow | and losses from defined | through other | Other | ||||||||||||||||||
(1) | hedges | benefit plans | comprehensive income | reserves | Total reserves | |||||||||||||||||
| Before |
| Before |
|
| Before |
| Deferred |
| Before |
| Deferred |
| Before |
|
| Deferred |
| Total | |||
Movements | taxes | taxes | Tax | taxes | taxes | Taxes | taxes | taxes | Reserves | taxes | reserves | |||||||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||||||||
Opening balance as of January 1, 2020 |
| ( |
| |
| ( |
| ( |
| |
| |
| ( |
| |
| ( |
| ( |
| ( |
Movement of reserves |
| ( |
| ( |
| |
| |
| ( |
| |
| ( |
| |
| |
| ( |
| |
Reclassification adjustments |
| |
| ( |
| — |
| — |
| — |
| — |
| — |
| ( |
| |
| — |
| |
Closing balance as of December 31, 2020 |
| ( |
| |
| ( |
| ( |
| |
| |
| ( |
| |
| |
| ( |
| |
Movement of reserves |
| |
| ( |
| |
| |
| ( |
| ( |
| |
| |
| ( |
| |
| ( |
Reclassification adjustments |
| ( |
| |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
| — |
| ( |
Reclassification to retained earnings |
| — |
| — |
| — |
| — |
| — |
| ( |
| |
| — |
| ( |
| |
| ( |
Closing balance as of December 31, 2021 |
| ( |
| ( |
| |
| ( |
| |
| ( |
| |
| |
| ( |
| |
| ( |
Movement of reserves |
| ( |
| |
| ( |
| ( |
| |
| |
| ( |
| ( |
| |
| ( |
| |
Reclassification adjustments |
| — |
| ( |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
| — |
| ( |
Reclassification to retained earnings |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Closing balance as of December 31, 2022 |
| ( |
| ( |
| |
| ( |
| |
| ( |
| |
| |
| ( |
| |
| ( |
| (1) | See details on reserves for foreign currency translation differences on conversion in Note 23, letter b). |
F-100
Other reserves
This caption corresponds to the legal reserves reported in the stand-alone financial statements of the subsidiaries and associates that are mentioned below and that have been recognized in SQM’s equity through the application of the equity method.
| As of |
| As of |
| As of | |
December 31, | December 31, | December 31, | ||||
Subsidiary – Associate | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
SQM Iberian S.A. |
| |
| |
| |
SQM Europe NV |
| |
| |
| |
Soquimich European holding B.V. |
| |
| |
| |
Abu Dhabi Fertilizer Industries WWL |
| |
| |
| |
Kore Potash PLC | | | | |||
Soquimich Comercial S.A. |
| ( |
| |
| |
SQM Vitas Fzco. |
| |
| ( |
| ( |
Pavoni & C. Spa |
| |
| |
| |
SQM Iberian S.A. |
| ( |
| ( |
| ( |
Orcoma Estudios SPA |
| |
| |
| |
SQM Industrial S.A. |
| |
| |
| |
Others |
| ( |
| ( |
| |
Total Other reserves |
| |
| |
| |
Non-controlling interests
% of interests in the | Profit (loss) attributable to non-controlling interests for the year ended | Equity, non-controlling interests for the year ended | Dividends paid to non-controlling interests for the year ended | |||||||||||
| ownership held by non- |
| As of |
| As of | As of | As of | As of | As of | |||||
Subsidiary | controlling interests | December 31, 2022 |
| December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||
SQM Potasio S.A. |
|
| | | | | | | ||||||
Ajay SQM Chile S.A. |
|
| | | ||||||||||
Soquimich Comercial S.A. | | | ||||||||||||
Comercial Agrorama Ltda. | | | | ( | | | ||||||||
SQM Indonesia S.A. | | | | | | | ||||||||
SQM Thailand Limited | | | | | | | ||||||||
Total | | | | | | | ||||||||
19.5Dividend policies
As required by Article 79 of the Chilean Companies Act, unless otherwise decided by unanimous vote of the holders of issued and subscribed shares, a publicly traded corporation must annually distribute a cash dividend to its shareholders, prorated based on their shares or the proportion established in the company’s bylaws if there are preferred shares, with at least
Dividend policy for commercial year 2022
Company’s dividend policy for the 2022 business year was agreed upon by the Board of Directors on April 26, 2022. On that occasion, the following was decided:
| (a) | Distribute and pay to the corresponding shareholders, a percentage of the net income that shall be determined per the following financial parameters as a final dividend: |
(i) | 100% of the profit for 2022 if all the following financial parameters are met: (a) “all current assets” divided by “all current liabilities” is equal to or greater than 2.5 times, and (b) the sum of “all current liabilities” and “all non-current liabilities”, less “cash equivalents”, less “other current financial assets”, all of the above divided by “total equity” in equal or less than 0.8 times. |
F-101
(ii) | 80% of the profit for 2022 if all the following financial parameters are met: (a) “all current assets” divided by “all current liabilities” is equal to or greater than 2.0 times, and (b) the sum of “all current liabilities” and “all non-current liabilities”, less “cash equivalents”, less “other current financial assets”, all of the above divided by “total equity” in equal or less than 0.9 times. |
(iii) | 60% of the profit for 2022 if all the following financial parameters are met: (a) “all current assets” divided by “all current liabilities” is equal to or greater than 1.5 times, and (b) the sum of “all current liabilities” and “all non-current liabilities”, less “cash equivalents”, less “other current financial assets”, all of the above divided by “total equity” in equal or less than 1.0 times. |
(iv) | If none of the foregoing financial parameters are met, the Company shall distribute and pay, as a final dividend, and in favor of the respective shareholders, 50% of the 2022 net income. |
| (b) | Distribute and pay in 2022 interim dividends, which will be charged to the aforementioned final dividend. |
| (c) | The amount of the provisional dividends may be higher or lower, provided that, based on the information available to the Board of Directors on the date when their distribution is agreed to, this will not have a negative or material effect on the Company's ability to carry out its investments, meet its obligations, and in general to comply with the investment and financing policy approved by the Ordinary Shareholders’ Meeting. |
| (d) | At the ordinary meeting to be held in 2023, the Company's Board of Directors will propose a final dividend in line with the percentage corresponding to the financial parameters outlined in (a) above, discounting the provisional dividends previously distributed in 2022. |
| (e) | Any remaining amount from the net profits from 2022 can be retained and used to finance the Company’s own operations or one or more of its investment projects, notwithstanding a possible distribution of dividends charged to accumulated profit that might be approved by the shareholders’ meeting or the possible future capitalization of all or part of it. |
| (f) | The payment of additional dividends is not being considered. |
It must be expressly stated that this dividends policy details the intention of the Company’s Board of Directors and its fulfillment depends on the actual profits obtained, as well as on the results indicated by the projections the Company makes from time to time or on the existence of particular conditions, as appropriate. In any case, if the dividend policy set forth by the Board of Directors should undergo any substantial change, the Company must communicate it as a material event.
19.6Interim and provisional dividends
On April 26, 2022, the Board of Directors agreed to pay a final dividend equivalent to US$
On May 18, 2022, the Board agreed to pay an interim dividend equal to US$
On August 17, 2022, the Board agreed to pay an interim divided equal to US$
On November 21, 2022, the Board of Directors agreed to pay an interim dividend equivalent to US$
F-102
19.7Potential and provisional dividends
Dividends discounted from equity from January to December 2022 and 2021 were the following:
| As of |
| As of |
| As of | |
December 31, | December 31, | December 31, | ||||
Dividends | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Interim dividend |
| |
| |
| |
Special dividend |
| |
| |
| |
Dividends payable |
| |
| |
| |
Owners of the Parent |
| |
| |
| |
Special dividend |
| |
| |
| |
Dividends according to policy |
| |
| |
| |
Non-controlling interests |
| |
| |
| |
Dividends discounted from equity for the period |
| |
| |
| |
Note 20 Contingencies and restrictions
In accordance with note 18.1, the Company recognizes a provision for those lawsuits in which there is a probability that the judgments will be unfavorable to the Company. The Company is party to the following lawsuits and other relevant legal actions:
20.1Lawsuits and other relevant events
| (a) | In August 1996, Nitratos Naturais do Chile Ltda. was fined by Fazenda do Estado de Sao Paulo for concluding activities without attaching the necessary documentation for submission to the competent authorities. The treasury of the State of Sao Paulo initiated legal actions to collect close to ThUS$ |
| (b) | In August 2004, Nitratos Naturais do Chile Ltda. was fined by Fazenda do Estado de Sao Paulo for failing to report trade activities. The treasury of the State of Sao Paulo initiated legal actions to collect close to ThUS$ |
| (c) | In |
| (d) | In |
| (e) | In |
| (f) | In |
F-103
| (g) | In |
| (h) |
| (i) | The Company has initiated an arbitration process against the company |
| (j) | Through resolution dated April 14, 2020, the General Water Bureau (DGA) fined SQM Salar S.A. an amount of |
| (k) | On January 7, 2021, the Company Ocaña y Vega Limited has requested arbitration against the Company to claim compensation for damages associated with the early termination of two construction contracts. The case has reached the evidence gathering stage. The cost of arbitration is valued at approximately ThUS$ |
| (l) | On April 6, 2021, Empresa Eléctrica Cochrane SpA requested the constitution of arbitration to resolve a dispute in relation to electricity supply contracts signed on March 30, 2012, and February 1, 2013. The trial is currently in the discussion stage. On January 17, 2022, the Company filed a claim for early termination of the electricity supply contracts against Empresa Eléctrica Cochrane SpA. at the same arbitration tribunal. The discussion. Both trials have reached the evidence stage. |
| (m) | In October 2021, the Company requested the constitution of an arbitration against Chilena Consolidada Seguros Generales S.A. to resolve differences in relation to the interpretation and execution of the directors’ and officers’ liability insurance policy. The lawsuit has been notified to the arbitrator. |
| (n) | In February 2022, the company Montajes Eléctricos y Construcciones RER Limitada filed a claim for damages before the 21st Civil Court of Santiago against SQM Industrial S.A. for its alleged liability derived from the breach of an electrical installation contract. The case is still in the discussion stage. The amount of the lawsuit is approximately ThUS$ |
| (o) | In June 2022, Mrs. Lorena Saa Nuñez and others filed a lawsuit against the Company with the Labor Court of Pozo Almonte seeking compensation for damages moral damages and lost profits resulting from the death of worker Oscar Muñoz Meza. The case has reached the ruling stage. The lawsuit is for approximately ThUS$ |
The Company and its subsidiaries have been involved and will probably continue to be involved either as plaintiffs or defendants in certain judicial proceedings that have been and will be heard by the arbitration or ordinary courts of justice that will make the final decision. Those proceedings that are regulated by the appropriate legal regulations are intended to exercise or oppose certain actions or exceptions related to certain mining claims either granted or to be granted and that do not or will not affect in an essential manner the development of the Company and its subsidiaries.
Soquimich Comercial S.A. has been involved and will probably continue being involved either as plaintiff or defendant in certain judicial proceedings through which it intends to collect and receive the amounts owed, the total nominal value of which is approximately US$
F-104
The Company and its subsidiaries have made efforts and continues making efforts to obtain payment of certain amounts that are still owed to the Company due to its activities. Such amounts will continue to be required using judicial or non-judicial means by the plaintiffs, and the actions and exercise related to these are currently in full force and effect.
20.2Environmental contingencies
The SMA issued a resolution dated November 28, 2016, rectified by a resolution dated December 23, 2016, which filed charges against SQM Salar for brine extraction in excess of authorized amounts, progressive impairment of the vitality of carob trees, providing incomplete information modification of follow-up plan variables, and other charges. SQM Salar S.A. presented a compliance program that was accepted by the SMA. On December 2019, the Environmental Court of Antofagasta rendered the accepted compliance program null. In October 2020, the SMA formulated new observations for the compliance program, which will enable the incorporation of improvements in line with the ruling of the Environmental Court of Antofagasta, to then make a determination regarding approval or rejection. If a new compliance program is not approved by the SMA, or if approved and legally challenged and rendered null and void by the Chilean courts, the sanction process against SQM Salar could be resumed. This latter event may consider the application of fines up to MUS$
20.3Tax Contingencies
SQM Salar has filed three tax claims against the SII for taxes levied between tax years 2012 and 2018 (business years 2011 to 2017). The SII has sought to broaden the application of the specific tax on mining activities to the extraction of lithium, a substance that is not concessionable by law. The amount associated with these processes totals US$
The details of the claims can be found below:
| (a) | On August 26, 2016, a tax claim was filed with the Third Tax and Customs Court of the Metropolitan Region against tax assessments No. 169, 170, 171 and 172 for tax years 2012 to 2014. The amount in dispute is US$ |
| (b) | On March 24, 2017, a tax claim was filed with the Third Tax and Customs Court of the Metropolitan Region against tax assessment No. 207 and resolution No. 156, both issued by the SII, for tax years 2015 to 2016. The amount in dispute is US$ |
| (c) | On July 15, 2021, SQM Salar filed a public right annulment suit and tax claim with the First Tax and Customs Court of the Metropolitan Region against tax assessments No. 65 and 66 for the 2017 and 2018 tax years. The amount in dispute is US$ |
On September 29, 2022, the SII assessed the differences for the 2019 tax year with respect to specific mining tax and other adjustments that totalled US$
F-105
has not issued an assessment claiming differences in specific mining tax filed for tax years 2020 onward. If the SII uses criteria similar to that used in previous years, it may issue an assessment in the future for this period. The Company estimates a potential assessment of US$
To date, the Company has recorded no effect corresponding to this tax on its profit and loss.
20.4Contingencies regarding to the Contracts with Corfo
On September 6, 2018, representatives Claudia Nathalie Mix Jiménez, Gael Fernanda Yeomans Araya and Camila Ruslay Rojas Valderrama and the Poder Ciudadano political party filed an annulment suit against Corfo, which requested that the Salar de Atacama Project Agreement between Corfo and the Company, SQM Potasio and SQM Salar be annulled. The Companies have taken part of the process as interested third parties.
In the event that the annulment claim is approved for the Salar de Atacama Project Agreement, SQM Salar may be prevented from the exploitation of the mining assets in the Salar de Atacama that it has leased from Corfo.
20.5Restricted or pledged cash
The subsidiary Isapre Norte Grande Ltda., in compliance with the provisions established by the Chilean Superintendence of Healthcare, which regulates the running of pension-related health institutions, maintains a guarantee in financial instruments delivered in deposits, custody and administration to Banco de Chile.
This guarantee, according to the regulations issued by the Chilean Superintendence of Healthcare is equivalent to the total amount owed to its members and medical providers, Banco de Chile reports the present value of the guarantee to the Chilean Superintendence of Healthcare and Isapre Norte Grande Ltda on a daily basis. As of December 31, 2022, the guarantee amounts to ThUS$
20.6Indirect guarantees
As of December 31, 2022 and 2021, there are no indirect guarantees.
Note 21 Gains (losses) from operating activities in the statement of income of expenses, included according to their nature
21.1Revenue from operating activities customer activities
The Group derives revenues from the sale of goods (which are recognized at one point in time) and from the provision of services (which are recognized over time) and are distributed among the following geographical areas and main product and service lines:
| (a) | Geographic areas: |
For the year ended December 31, 2022 | ||||||||||||||
Specialty | ||||||||||||||
plant | Iodine and | Lithium and | Industrial | Total | ||||||||||
Geographic areas |
| nutrition |
| derivatives |
| derivatives |
| Potassium |
| chemicals |
| Other |
| ThUS$ |
Chile | | | | | | | | |||||||
Latin America and the Caribbean | | | | | | | | |||||||
Europe |
| |
| |
| |
| |
| |
| |
| |
North America |
| |
| |
| |
| |
| |
| |
| |
Asia and Others |
| |
| |
| |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
| |
| |
| |
F-106
For the year ended December 31, 2021 | ||||||||||||||
Specialty | ||||||||||||||
plant | Iodine and | Lithium and | Industrial | Total | ||||||||||
Geographic areas |
| nutrition | derivatives |
| derivatives |
| Potassium |
| chemicals |
| Other |
| ThUS$ | |
Chile | | | | | | | | |||||||
Latin America and the Caribbean | | | | | | | | |||||||
Europa |
| |
| |
| |
| |
| |
| |
| |
North America |
| |
| |
| |
| |
| |
| |
| |
Asia and Others |
| |
| |
| |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
| |
| |
| |
For the year ended December 31, 2020 | ||||||||||||||
Specialty | ||||||||||||||
plant | Iodine and | Lithium and | Industrial | Total | ||||||||||
Geographic areas |
| nutrition |
| derivatives |
| derivatives |
| Potassium |
| chemicals |
| Other |
| ThUS$ |
Chile | | | | | | | | |||||||
Latin America and the Caribbean | | | | | | | | |||||||
Europa |
| |
| |
| |
| |
| |
| |
| |
North America |
| |
| |
| |
| |
| |
| |
| |
Asia and Others |
| |
| |
| |
| |
| |
| |
| |
Total |
| |
| |
| |
| |
| |
| |
| |
| (b) | Main product and service lines: |
For the period from January to December of the year | ||||||
Products and Services |
| 2022 |
| 2021 |
| 2020 |
| ThUS$ | ThUS$ | ThUS$ | |||
Specialty plant nutrition |
| |
| |
| |
- Sodium Nitrates |
| |
| |
| |
- Potassium nitrate and sodium potassium nitrate |
| |
| |
| |
- Specialty Blends |
| |
| |
| |
- Other specialty fertilizers |
| |
| |
| |
Iodine and derivatives |
| |
| |
| |
Lithium and derivatives |
| |
| |
| |
Potassium |
| |
| |
| |
Industrial chemicals |
| |
| |
| |
Other |
| |
| |
| |
- Services |
| |
| |
| |
- Income from property leases |
| |
| |
| |
- Income from subleases on right-of-use assets |
| |
| |
| |
- Commodities |
| |
| |
| |
- Other ordinary income of Commercial Offices |
| |
| |
| |
Total |
| |
| |
| |
F-107
21.2Cost of sales
Cost of sales broken down by nature of expense:
For the period from January | ||||||
to December of the year | ||||||
Nature of expense |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Raw materials and consumables used | ( | ( | ( | |||
Classes of employee benefit expenses |
| ( |
| ( |
| ( |
Depreciation expense |
| ( |
| ( |
| ( |
Depreciation of Right-of-use Assets (contracts under IFRS 16) |
| ( |
| ( |
| ( |
Amortization expense |
| ( |
| ( |
| ( |
Investment plan expenses |
| ( |
| ( |
| ( |
Provision for materials, spare parts and supplies |
| ( |
| ( |
| |
Contractors |
| ( |
| ( |
| ( |
Operating leases |
| ( |
| ( |
| ( |
Mining concessions |
| ( |
| ( |
| ( |
Operational transportation |
| ( |
| ( |
| ( |
Freight / product transportation costs |
| ( |
| ( |
| ( |
Purchase of products from third parties |
| ( |
| ( |
| ( |
Insurance |
| ( |
| ( |
| ( |
Corfo rights and other agreements |
| ( |
| ( |
| ( |
Export costs |
| ( |
| ( |
| ( |
Expenses related to variable lease payments (contracts under IFRS 16) |
| ( |
| ( |
| ( |
Variation in gross inventory |
| |
| |
| |
Variation in inventory provision |
| ( |
| |
| |
Other |
| ( |
| |
| |
Total |
| ( |
| ( |
| ( |
21.3Other income
For the period from January | ||||||
to December of the year | ||||||
Other income |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Discounts obtained from suppliers | | | | |||
Fines charged to suppliers |
| |
| |
| |
Taxes recovered |
| |
| |
| |
Amounts recovered from insurance |
| |
| |
| |
Overestimate of provisions for third-party obligations |
| |
| |
| |
Sale of assets classified as properties, plant and equipment |
| |
| |
| |
Sale of mining rights |
| |
| |
| |
Easements, pipelines and roads |
| |
| |
| |
Refunds for mining patents and notarial expenses |
| |
| |
| |
Others |
| |
| |
| |
Total |
| |
| |
| |
F-108
21.4Administrative expenses
For the period from January | ||||||
to December of the year | ||||||
Administrative expenses |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Employee benefit expenses | ( | ( | ( | |||
Marketing costs |
| ( |
| ( |
| ( |
Amortization expenses |
| ( |
| ( |
| ( |
Entertainment expenses |
| ( |
| ( |
| ( |
Advisory services |
| ( |
| ( |
| ( |
Lease of buildings and facilities |
| ( |
| ( |
| ( |
Insurance |
| ( |
| ( |
| ( |
Office expenses |
| ( |
| ( |
| ( |
Contractors |
| ( |
| ( |
| ( |
Depreciation of Right-of-use Assets (contracts under IFRS 16) |
| ( |
| ( |
| ( |
Other expenses |
| ( |
| ( |
| ( |
Total |
| ( |
| ( |
| ( |
21.5Other expenses
For the period from January | ||||||
to December of the year | ||||||
Other expenses |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Depreciation and amortization expense |
|
|
| |||
Depreciation of assets not in use |
| |
| |
| ( |
Subtotal |
| |
| |
| ( |
Impairment (losses) /reversals of impairment losses recognized in profit for the year |
|
|
|
|
|
|
Properties, plant and equipment |
| ( |
| ( |
| ( |
Intangible assets other than goodwill |
| ( |
| ( |
| ( |
Goodwill |
| ( |
| |
| ( |
Non-current assets and disposal groups held for sale |
| |
| |
| |
Subtotal |
| ( |
| ( |
| ( |
Other expenses, by nature |
|
|
|
|
|
|
Legal expenses |
| ( |
| ( |
| ( |
VAT and other unrecoverable taxes |
| ( |
| ( |
| ( |
Fines paid |
| ( |
| ( |
| ( |
Investment plan expenses |
| ( |
| |
| ( |
Exploration expenses |
| |
| ( |
| ( |
Contributions and donations |
| ( |
| ( |
| ( |
Other operating expenses |
| ( |
| ( |
| ( |
Subtotal |
| ( |
| ( |
| ( |
Total |
| ( |
| ( |
| ( |
21.6Other gains (losses)
For the period from January | ||||||
to December of the year | ||||||
Other (losses) income |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Sale of investments in associates |
| |
| |
| ( |
Adjust previous year application method of participation | | | ( | |||
Impairment of interests in associates |
| |
| ( |
| |
Sale of investments in joint ventures |
| |
| |
| ( |
Others |
| ( |
| ( |
| ( |
Total |
| |
| ( |
| ( |
F-109
21.7(Impairment) reversal of losses of financial assets
For the period from January | ||||||
to December of the year | ||||||
(Impairment) reversal of losses of financial assets |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
(Impairment) /reversal of losses of financial assets (See Note 12.2) |
| |
| ( |
| |
Totals |
| |
| ( |
| |
21.8Summary of expenses by nature
The following summary considers notes 21.2, 21.4 and 21.5
For the period from January | ||||||
to December of the year | ||||||
Expenses by nature |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Raw materials and consumables |
| ( |
| ( |
| ( |
Employee benefit expenses |
| ( |
| ( |
| ( |
Depreciation expense |
| ( |
| ( |
| ( |
Depreciation of right-of-use assets |
| ( |
| ( |
| ( |
Impairment of properties, plant and equipment, intangible and Goodwill |
| ( |
| ( |
| ( |
Amortization expense |
| ( |
| ( |
| ( |
Legal expenses |
| ( |
| ( |
| ( |
Investment plan expenses |
| ( |
| ( |
| ( |
Exploration expenses |
| |
| ( |
| ( |
Provision for materials, spare parts and supplies |
| ( |
| ( |
| |
Contractors |
| ( |
| ( |
| ( |
Operational leases |
| ( |
| ( |
| ( |
Mining concessions |
| ( |
| ( |
| ( |
Operational transportation |
| ( |
| ( |
| ( |
Freight and product transportation costs |
| ( |
| ( |
| ( |
Purchase of products from third parties |
| ( |
| ( |
| ( |
Corfo rights and other agreements |
| ( |
| ( |
| ( |
Export costs |
| ( |
| ( |
| ( |
Expenses related to variable lease payments (contracts under IFRS 16) |
| ( |
| ( |
| ( |
Insurance |
| ( |
| ( |
| ( |
Consultant and advisor services |
| ( |
| ( |
| ( |
Variation in gross inventory |
| |
| |
| |
Variation in inventory provision |
| ( |
| |
| |
Other expenses |
| ( |
| ( |
| ( |
Total expenses by nature |
| ( |
| ( |
| ( |
21.9Finance expenses
For the period from January | ||||||
to December of the year | ||||||
Finance expenses |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Interest expense from bank borrowings and overdrafts |
| ( |
| ( |
| ( |
Interest expense from bonds |
| ( |
| ( |
| ( |
Interest expense from loans |
| ( |
| ( |
| ( |
Reversal of capitalized interest expenses |
| |
| |
| |
Financial expenses for restoration and rehabilitation provisions |
| |
| ( |
| |
Interest on lease agreement |
| ( |
| ( |
| ( |
Interest and bank charges |
| ( |
| ( |
| ( |
Total |
| ( |
| ( |
| ( |
F-110
21.10Finance income
For the period from January | ||||||
to December of the year | ||||||
Finance income |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Interest from term deposits |
| |
| |
| |
Interest from marketable securities |
| |
| |
| |
Interest from maintenance of minimum bank balance in current account |
| |
| |
| |
Other finance income |
| |
| |
| |
Other finance interests |
| |
| |
| |
Total |
| |
| |
| |
22.1Reportable segments
| (a) | General information: |
The amount of each item presented in each operating segment is equal to that reported to the highest authority that makes decisions regarding the operation, in order to decide on the allocation of resources to the defined segments and to assess its performance.
These operating segments mentioned are consistent with the way the Company is managed and how results will be reported by the Company. These segments reflect separate operating results that are regularly reviewed by the executive responsible for operational decisions in order to make decisions about the resources to be allocated to the segment and assess its performance (See Note 22.2).
The performance of each segment is measured based on net income and revenues. Inter-segment sales are made using terms and conditions at current market rates.
| (b) | Factors used to identify segments on which a report should be presented: |
The segments covered in the report are strategic business units that offer different products and services. These are managed separately because each business requires different technology and marketing strategies.
| (c) | Description of the types of products and services from which each reportable segment obtains its income from ordinary activities |
The operating segments, which obtain income from ordinary activities, generate expenses and have its operating results reviewed on a regular basis by the highest authority who makes decisions regarding operations, relate to the following groups of products:
(i) | Specialty plant nutrients |
(ii) | Iodine and its derivatives |
(iii) | Lithium and its derivatives |
(iv) | Industrial chemicals |
(v) | Potassium |
(vi) | Other products and services |
| (d) | Description of income sources for all the other segments |
Information regarding assets, liabilities, profits and expenses that cannot be assigned to the segments indicated above, due to the nature of production processes, is included under the "Unallocated amounts” category of the disclosed information.
F-111
| (e) | Description of the nature of the differences between measurements of results of reportable segments and the result of the entity before the expense or income tax expense of incomes |
The information reported in the segments is extracted from the Company’s consolidated financial statements and therefore there is no need to prepare reconciliations between the data mentioned above and those reported in the respective segments, according to what is stated in paragraph 28 of IFRS 8, "Operating Segments".
For the allocation of inventory valuation costs, we identify the direct expenses (can be directly allocated to products) and the common expenses (belong to coproduction processes, for example common leaching expenses for production of Iodine and Nitrates), Direct costs are directly allocated to the product and the common costs are distributed according to percentages that consider different variables in their determination, such as margins, rotation of inventories, revenue, production etc.
The allocation of other common costs that are not included in the inventory valuation process, but go straight to the cost of sales, use similar criteria: the costs associated with a product or sales in particular are assigned to that particular product or sales, and the common costs associated with different products or business lines are allocated according to the sales.
| (f) | Description of the nature of the differences between measurements of assets of reportable segments and the Company´s assets |
Assets are not shown classified by segments, as this information is not readily available, some of these assets are not separable by the type of activity by which they are affected since this information is not used by management in decision-making with respect to resources to be allocated to each defined segment. All assets are disclosed in the "unallocated amounts" category.
| (g) | Description of the nature of the differences between measurements of liabilities of reportable segments and the Company’s liabilities |
Liabilities are not shown classified by segments, as this information is not readily available, some of these liabilities are not separable by the type of activity by which they are affected, since this information is not used by management in decision-making regarding resources to be allocated to each defined segment. All liabilities are disclosed in the "unallocated amounts" category.
F-112
22.2Reportable segment disclosures:
| Specialty |
|
|
|
|
| Other |
|
|
|
| Total as of | ||||||||
plant | Iodine and its | Lithium and | Industrial | products | Reportable | Operating | Unallocated | December 31, | ||||||||||||
Operating segment items for the year ended December 31, 2022 | nutrients | derivatives | its derivatives | chemicals | Potassium | and services | segments | segments | amounts | 2022 | ||||||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||
Revenue |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Revenues from transactions with other operating segments of the same entity |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Revenues from external customers and transactions with other operating segments of the same entity |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Costs of sales |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| |
| ( |
Administrative expenses |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Finance expense |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Depreciation and amortization expense |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| — |
| ( |
The entity’s interest in the profit or loss of associates and joint ventures accounted for by the equity method |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Income before taxes |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Income tax expense |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Net income (loss) |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Assets |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Equity-accounted investees |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Incorporation of non-current assets other than financial instruments, deferred tax assets, net defined benefit assets and rights arising from insurance contracts |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Liabilities |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Impairment loss of financial assets recognized in profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| — |
| |
| |
Impairment loss of non-financial assets recognized in profit or loss |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
Cash flows | ||||||||||||||||||||
Cash flows from operating activities |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Cash flows used in investing activities |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Cash flows from financing activities |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
F-111
| Specialty |
|
|
|
|
| Other |
|
|
|
| Total as of | ||||||||
plant | Iodine and its | Lithium and | Industrial | products | Reportable | Operating | Unallocated | December 31, | ||||||||||||
Operating segment items for the year ended December 31, 2021 | nutrients | derivatives | its derivatives | chemicals | Potassium | and services | segments | segments | amounts | 2021 | ||||||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||
Revenue |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Revenues from transactions with other operating segments of the same entity |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Revenues from external customers and transactions with other operating segments of the same entity |
| |
| |
| |
| |
| |
| |
| |
| |
| — |
| |
Costs of sales |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| |
| ( |
Administrative expenses |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Finance expense |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Depreciation and amortization expense |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| — |
| ( |
The entity’s interest in the profit or loss of associates and joint ventures accounted for by the equity method |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Income before taxes |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Income tax expense |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Net income (loss) |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Assets |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Equity-accounted investees |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Incorporation of non-current assets other than financial instruments, deferred tax assets, net defined benefit assets and rights arising from insurance contracts |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Liabilities |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Impairment loss of financial assets recognized in profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| — |
| ( |
| ( |
Impairment loss of non-financial assets recognized in profit or loss |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
Cash flows | ||||||||||||||||||||
Cash flows from operating activities |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Cash flows used in investing activities |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Cash flows from financing activities |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
F-112
| Specialty |
|
|
|
|
| Other |
|
|
|
| Total as of | ||||||||
plant | Iodine and its | Lithium and | Industrial | products | Reportable | Operating | Unallocated | December 31, | ||||||||||||
Operating segment items for the year ended December 31, 2020 | nutrients | derivatives | its derivatives | chemicals | Potassium | and services | segments | segments | amounts | 2020 | ||||||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||||
Revenue |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Revenues from transactions with other operating segments of the same entity |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Revenues from external customers and transactions with other operating segments of the same entity |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Costs of sales |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| |
| ( |
Administrative expenses |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Finance expense |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Depreciation and amortization expense |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| |
| ( |
The entity’s interest in the profit or loss of associates and joint ventures accounted for by the equity method |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Income before taxes |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Income tax expense |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Net income (loss) |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| |
Assets |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Equity-accounted investees |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Incorporation of non-current assets other than financial instruments, deferred tax assets, net defined benefit assets and rights arising from insurance contracts |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Other Liabilities |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Impairment loss of financial assets recognized in profit or loss |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Impairment loss of non-financial assets recognized in profit or loss |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
Cash flows | ||||||||||||||||||||
Cash flows from operating activities |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Cash flows used in investing activities |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Cash flows from financing activities |
| |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
F-113
22.3Statement of comprehensive income classified by reportable segments based on groups of products
Items in the statement of comprehensive income for the year ended December 31,2022 |
| Specialty plant |
| Iodine and its |
| Lithium and its |
| Industrial |
| Potassium |
| Other products |
| Corporate Unit |
| Total segments |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||
Revenue |
| |
| |
| |
| |
| |
| |
| |
| |
Costs of sales |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| |
| ( |
Gross profit |
| |
| |
| |
| |
| |
| |
| |
| |
Other incomes by function |
| |
| |
| |
| |
| |
| |
| |
| |
Administrative expenses |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Other expenses by function |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Impairment of gains and review of impairment losses (impairment losses) determined in accordance with IFRS 9 |
| |
| |
| |
| |
| |
| |
| |
| |
Other losses |
| |
| |
| |
| |
| |
| |
| |
| |
Financial income |
| |
| |
| |
| |
| |
| |
| |
| |
Financial costs |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Interest in the profit (loss) of associates and joint ventures accounted for by the equity method |
| |
| |
| |
| |
| |
| |
| |
| |
Exchange differences |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Profit (loss) before taxes |
| |
| |
| |
| |
| |
| |
| ( |
| |
Income tax expense |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Profit (loss) net |
| |
| |
| |
| |
| |
| |
| ( |
| |
F-114
Items in the statement of comprehensive income for the year ended December 31,2021 |
| Specialty plant |
| Iodine and its |
| Lithium and its |
| Industrial |
| Potassium |
| Other products |
| Corporate Unit |
| Total segments |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||
Revenue |
| |
| |
| |
| |
| |
| |
| |
| |
Costs of sales |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| |
| ( |
Gross profit |
| |
| |
| |
| |
| |
| |
| |
| |
Other incomes by function |
| |
| |
| |
| |
| |
| |
| |
| |
Administrative expenses |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Other expenses by function |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Impairment of gains and review of impairment losses (impairment losses) determined in accordance with IFRS 9 |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Other losses |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Financial income |
| |
| |
| |
| |
| |
| |
| |
| |
Financial costs |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Interest in the profit (loss) of associates and joint ventures accounted for by the equity method |
| |
| |
| |
| |
| |
| |
| |
| |
Exchange differences |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Profit (loss) before taxes |
| |
| |
| |
| |
| |
| |
| ( |
| |
Income tax expense |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Profit (loss) net |
| |
| |
| |
| |
| |
| |
| ( |
| |
F-115
Items in the statement of comprehensive income for the year ended December 31,2020 |
| Specialty plant |
| Iodine and its |
| Lithium and its |
| Industrial |
| Potassium |
| Other products |
| Corporate Unit |
| Total segments |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||
Revenue |
| |
| |
| |
| |
| |
| |
| |
| |
Cost of sales |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| |
| ( |
Gross profit |
| |
| |
| |
| |
| |
| |
| |
| |
Other incomes by function |
| |
| |
| |
| |
| |
| |
| |
| |
Administrative expenses |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Other expenses by function |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Impairment of gains and review of impairment losses (impairment losses) determined in accordance with IFRS 9 |
| |
| |
| |
| |
| |
| |
| |
| |
Other losses |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Financial income |
| |
| |
| |
| |
| |
| |
| |
| |
Financial costs |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Interest in the profit (loss) of associates and joint ventures accounted for by the equity method |
| |
| |
| |
| |
| |
| |
| |
| |
Exchange differences |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Profit (loss) before taxes |
| |
| |
| |
| |
| |
| |
| ( |
| |
Income tax expense |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
Profit (loss) from continuing operations |
| |
| |
| |
| |
| |
| |
| ( |
| |
22.4Disclosures on geographical areas
As indicated in paragraph 33 of IFRS 8, the entity discloses geographical information on its revenue from operating activities with external customers and from non-current assets that are not financial instruments, deferred income tax assets, assets related to post-employment benefits or rights derived from insurance contracts.
22.5Disclosures on main customers
With respect to the degree of dependency of the Company on its customers, in accordance with paragraph 34 of IFRS 8, the Company has no external customers who individually represent 10% or more of its revenue.
F-116
22.6Segments by geographical areas
|
| Latin America and the |
| |||||||||
Segements by geographical areas | Chile | Caribbean | Europe |
| North America |
| Asia and others |
| Total | |||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Revenue at December 31, 2022 |
| |
| |
| |
| |
| |
| |
Non-current assets at December 31, 2022 | ||||||||||||
Investment accounted for under the equity method |
| |
| |
| |
| |
| |
| |
Intangible assets other than goodwill |
| |
| |
| |
| |
| |
| |
Goodwill |
| |
| |
| |
| |
| |
| |
Property, plant and equipment, net |
| |
| |
| |
| |
| |
| |
Right-of-use assets |
| |
| |
| |
| |
| |
| |
Other non-current assets |
| |
| |
| |
| |
| |
| |
Non-current assets |
| |
| |
| |
| |
| |
| |
Latin America and the |
| |||||||||||
Segements by geographical areas |
| Chile |
| Caribbean | Europe |
| North America |
| Asia and others |
| Total | |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Revenue for the year ended December 31, 2021 |
| |
| |
| |
| |
| |
| |
Non-current assets at December 31, 2021 | ||||||||||||
Investment accounted for under the equity method |
| |
| |
| |
| |
| |
| |
Intangible assets other than goodwill |
| |
| |
| |
| |
| |
| |
Goodwill |
| |
| |
| |
| |
| |
| |
Property, plant and equipment, net |
| |
| |
| |
| |
| |
| |
Right-of-use assets |
| |
| |
| |
| |
| |
| |
Other non-current assets |
| |
| |
| |
| |
| |
| |
Non-current assets |
| |
| |
| |
| |
| |
| |
|
| Latin America and the |
|
|
|
| ||||||
Segements by geographical areas | Chile | Caribbean | Europe | North America | Asia and others | Total | ||||||
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||
Revenue for the year ended December 31, 2020 |
| |
| |
| |
| |
| |
| |
Non-current assets at December 31, 2020 | ||||||||||||
Investment accounted for under the equity method |
| |
| |
| |
| |
| |
| |
Intangible assets other than goodwill |
| |
| |
| |
| |
| |
| |
Goodwill |
| |
| |
| |
| |
| |
| |
Property, plant and equipment, net |
| |
| |
| |
| |
| |
| |
Right-of-use assets |
| |
| |
| |
| |
| |
| |
Other non-current assets |
| |
| |
| |
| |
| |
| |
Non-current assets |
| |
| |
| |
| |
| |
| |
F-117
Note 23 Effect of fluctuations in foreign currency exchange rates
(a)Reserves for foreign currency exchange differences:
As of December 31, 2022, and 2021, are detailed as follows:
| As of |
| As of |
| As of | |
December 31, | December 31, | December 31, | ||||
Details | 2022 | 2021 | 2020 | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Changes in equity generated by the equity method value through conversion: | ||||||
Comercial Hydro S.A. |
| |
| |
| |
SQMC Internacional Ltda. |
| ( |
| ( |
| ( |
Proinsa Ltda. |
| ( |
| ( |
| ( |
Comercial Agrorama Ltda. |
| |
| |
| ( |
Isapre Norte Grande Ltda. |
| ( |
| ( |
| ( |
Almacenes y Depósitos Ltda. |
| |
| |
| |
Sacal S.A. |
| ( |
| ( |
| ( |
Sociedad Prestadora de Servicios de Salud Cruz del Norte S.A. |
| ( |
| ( |
| ( |
Agrorama S.A. |
| |
| |
| |
SQM Vitas Fzco |
| ( |
| ( |
| ( |
Ajay Europe |
| ( |
| ( |
| ( |
SQM Oceanía Pty Ltd. |
| ( |
| ( |
| ( |
SQM Indonesia S.A. |
| ( |
| ( |
| ( |
Abu Dhabi Fertillizers Industries WWL. |
| |
| |
| |
SQM Holland B.V. |
| |
| |
| |
SQM Thailand Limited |
| ( |
| ( |
| ( |
SQM Europe |
| ( |
| ( |
| ( |
SQM Australia Pty Ltd. |
| ( |
| ( |
| ( |
Pavoni & C. Spa |
| ( |
| ( |
| |
Kore Potash PLC (a) |
| |
| |
| ( |
SQM Colombia S.A.S. |
| ( |
| ( |
| ( |
Total |
| ( |
| ( |
| ( |
(c)Functional and presentation currency
The functional currency of these companies corresponds to the currency of the country of origin of each entity, and its presentation currency is the dollar.
(d)Reasons to use one presentation currency and a different functional currency
F-118
Note 24 Disclosures on the effects of fluctuations in foreign currency exchange rates
|
| As of |
| As of | ||
December 31, | December 31, | |||||
Class of Asset | Currency | 2022 | 2021 | |||
ThUS$ | ThUS$ | |||||
Cash and cash equivalents | | |||||
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| — |
| — | |
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| — |
| | |
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| |
| — | |
Cash and cash equivalents |
|
| |
| | |
Cash and cash equivalents |
|
| |
| | |
Subtotal cash and cash equivalents |
| |
| | ||
Other current financial assets |
|
| |
| | |
Other current financial assets |
|
| |
| | |
Other current financial assets |
|
| |
| | |
Subtotal other current financial assets |
| |
| | ||
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| |
| | |
Other current non-financial assets |
|
| — |
| | |
Subtotal other non-financial current assets |
| |
| | ||
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| — |
| — | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Trade and other receivables |
|
| |
| | |
Subtotal trade and other receivables |
| |
| | ||
Receivables from related parties |
|
| |
| | |
Receivables from related parties |
|
| |
| | |
Receivables from related parties |
|
| |
| | |
Subtotal receivables from related parties |
| |
| |
F-119
|
| As of |
| As of | ||
December 31, | December 31, | |||||
Class of assets | Currency | 2022 | 2021 | |||
ThUS$ | ThUS$ | |||||
Current inventories |
|
| |
| | |
Subtotal Current Inventories |
| |
| | ||
Current tax assets |
|
| |
| | |
Current tax assets |
|
| |
| | |
Current tax assets |
|
| |
| | |
Current tax assets |
|
| |
| | |
Current tax assets |
|
| |
| | |
Current tax assets |
|
| — |
| | |
Current tax assets |
|
| |
| | |
Current tax assets |
|
| |
| | |
Current tax assets |
|
| |
| | |
Current tax assets |
|
| |
| — | |
Subtotal current tax assets |
| |
| | ||
Non-current assets or groups of assets classified as held for sale |
|
| |
| | |
Subtotal Non-current assets or groups of assets classified as held for sale |
| |
| | ||
Total current assets |
| |
| | ||
Other non-current financial assets |
|
| |
| | |
Subtotal Other non-current financial assets |
| |
| | ||
Other non-current non-financial assets |
|
| |
| | |
Subtotal Other non-current non-financial assets |
| |
| | ||
Other receivables, non-current |
|
| |
| | |
Other receivables, non-current |
|
| |
| | |
Other receivables, non-current |
|
| |
| | |
Other receivables, non-current |
|
| |
| | |
Subtotal Other receivables, non-current |
| |
| | ||
Investments classified using the equity method of accounting |
|
| |
| | |
Investments classified using the equity method of accounting |
|
| |
| | |
Investments classified using the equity method of accounting |
|
| |
| | |
Subtotal Investments classified using the equity method of accounting |
| |
| | ||
Intangible assets other than goodwill |
|
| |
| | |
Subtotal intangible assets other than goodwill |
| |
| | ||
Purchases goodwill, gross |
|
| |
| | |
Subtotal Purchases goodwill, gross |
| |
| | ||
Property, plant and equipment |
|
| |
| | |
Subtotal property, plant and equipment |
| |
| | ||
Right-of-use assets |
|
| |
| | |
Subtotal Right-of-use assets |
| |
| | ||
Non-current tax assets |
|
| |
| | |
Subtotal non-current tax assets |
| |
| | ||
Deferred tax assets |
|
| |
| | |
Subtotal Deferred tax assets |
| |
| | ||
Total non-current assets |
| |
| | ||
Total assets |
| |
| |
F-120
|
| As of December 31, 2022 |
| As of December 31, 2021 | ||||||||||
More than 90 | More than 90 | |||||||||||||
Class of liability |
| Currency |
| Up to 90 days |
| days to 1 year |
| Total |
| Up to 90 days |
| days to 1 year |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current financial liabilities |
|
| |
| |
| |
| |
| |
| | |
Other current financial liabilities |
|
| |
| |
| |
| |
| |
| | |
Subtotal other current financial liabilities |
| |
| |
| |
| |
| |
| | ||
Lease liabilities, current |
|
| — |
| |
| |
| — |
| |
| | |
Lease liabilities, current |
|
| — |
| |
| |
| — |
| |
| | |
Lease liabilities, current |
|
| — |
| |
| |
| — |
| |
| | |
Lease liabilities, current |
|
| — |
| |
| |
| — |
| |
| | |
Lease liabilities, current |
|
| — |
| |
| |
| — |
| — |
| — | |
Subtotal Lease liabilities, current |
| — |
| |
| |
| — |
| |
| | ||
Trade and other payables |
|
| |
| |
| |
| |
| |
| | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| |
| |
| |
| |
| |
| | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| — |
| — |
| — |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| — |
| — |
| — |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| — |
| — |
| — | |
Trade and other payables |
|
| — |
| — |
| — |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| — |
| — |
| — | |
Trade and other payables |
|
| |
| — |
| |
| |
| — |
| | |
Trade and other payables |
|
| |
| — |
| |
| — |
| — |
| — | |
Subtotal trade and other payables |
| |
| |
| |
| |
| |
| | ||
Other current provisions |
|
| |
| |
| |
| |
| |
| | |
Other current provisions |
|
| — |
| |
| |
| |
| — |
| | |
Subtotal other current provisions |
| |
| |
| |
| |
| |
| | ||
F-121
|
| As of December 31, 2022 |
| As of December 31, 2021 | ||||||||||
Class of liability | Currency | Up to90 days | 91 days to 1 year | Total | Up to90 days | 91 days to 1 year | Total | |||||||
|
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ||
Current tax liabilities |
|
| — |
| |
| |
| — |
| |
| | |
Current tax liabilities |
|
| — |
| |
| |
| — |
| |
| | |
Current tax liabilities |
|
| — |
| |
| |
| — |
| |
| | |
Current tax liabilities |
|
| — |
| |
| |
| — |
| |
| | |
Current tax liabilities |
|
| — |
| — |
| — |
| — |
| |
| | |
Subtotal current tax liabilities |
| — |
| |
| |
| — |
| |
| | ||
Provisions for employee benefits, current |
|
| |
| |
| |
| |
| |
| | |
Provisions for employee benefits, current |
|
| |
| — |
| |
| — |
| |
| | |
Provisions for employee benefits, current |
|
| |
| — |
| |
| |
| — |
| | |
Provisions for employee benefits, current |
|
| |
| — |
| |
| |
| — |
| | |
Subtotal Provisions for employee benefits, current |
| |
| |
| |
| |
| |
| | ||
Other current non-financial liabilities |
|
| |
| |
| |
| |
| |
| | |
Other current non-financial liabilities |
|
| |
| — |
| |
| |
| — |
| | |
Other current non-financial liabilities |
|
| |
| |
| |
| |
| |
| | |
Other current non-financial liabilities |
|
| |
| — |
| |
| |
| — |
| | |
Other current non-financial liabilities |
|
| |
| |
| |
| |
| |
| | |
Other current non-financial liabilities |
|
| |
| |
| |
| |
| — |
| | |
Other current non-financial liabilities |
|
| |
| — |
| |
| |
| — |
| | |
Other current non-financial liabilities |
|
| — |
| — |
| — |
| |
| — |
| | |
Other current non-financial liabilities |
|
| |
| — |
| |
| — |
| |
| | |
Other current non-financial liabilities |
|
| |
| — |
| |
| |
| — |
| | |
Other current non-financial liabilities |
|
| — |
| |
| |
| |
| — |
| | |
Other current non-financial liabilities |
|
| |
| — |
| |
| — |
| — |
| — | |
Subtotal other current non-financial liabilities |
| |
| |
| |
| |
| |
| | ||
Total current liabilities |
| |
| |
| |
| |
| |
| | ||
F-122
|
| As of December 31, 2022 | ||||||||||||
Over 1 year to 2 | Over 2 years to 3 | Over 3 years to 4 | Over 4 years to 5 | |||||||||||
Class of liability |
| Currency |
| years |
| years |
| years |
| years |
| Over 5 years |
| Total |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | |||||||||
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current financial liabilities |
|
| — |
| |
| |
| — |
| |
| | |
Other non-current financial liabilities |
|
| — |
| — |
| — |
| — |
| |
| | |
Subtotal Other non-current financial liabilities |
| — |
| |
| |
| — |
| |
| | ||
Non-current lease liabilities |
|
| — |
| |
| — |
| |
| — |
| | |
Non-current lease liabilities |
|
| — |
| — |
| — |
| |
| — |
| | |
Non-current lease liabilities |
|
| — |
| — |
| — |
| |
| — |
| | |
Non-current lease liabilities |
|
| — |
| — |
| — |
| |
| — |
| | |
Non-current lease liabilities |
|
| — |
| — |
| — |
| |
| — |
| | |
Subtotal non-current lease liabilities |
| — |
| |
| — |
| |
| — |
| | ||
Non-current Trade and other payables |
|
| — |
| — |
| — |
| — |
| — |
| — | |
Subtotal Non-current Trade and other payables |
| — |
| — |
| — |
| — |
| — |
| — | ||
Other non-current provisions |
|
| — |
| |
| — |
| |
| |
| | |
Subtotal Other non-current provisions |
| — |
| |
| — |
| |
| |
| | ||
Deferred tax liabilities |
|
| — |
| |
| — |
| — |
| — |
| | |
Subtotal Deferred tax liabilities |
| — |
| |
| — |
| — |
| — |
| | ||
Provisions for employee benefits, non-current |
|
| |
| — |
| — |
| — |
| |
| | |
Provisions for employee benefits, non-current |
|
| |
| — |
| — |
| — |
| — |
| | |
Subtotal Provisions for employee benefits, non-current |
| |
| — |
| — |
| — |
| |
| | ||
Total non-current liabilities |
| |
| |
| |
| |
| |
| | ||
Total liabilities |
|
|
|
|
|
|
|
|
| | ||||
F-123
As of December 31, 2021 | ||||||||||||||
Over 1 year to 2 | Over 2 years to 3 | Over 3 years to 4 | Over 4 years to 5 | |||||||||||
Class of liability | Currency | years | years | years | years | Over 5 years | Total | |||||||
|
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | ||
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current financial liabilities |
|
| |
| |
| |
| — |
| |
| | |
Other non-current financial liabilities |
|
| — |
| — |
| — |
| — |
| |
| | |
Subtotal Other non-current financial liabilities |
| |
| |
| |
| — |
| |
| | ||
Non-current lease liabilities |
|
| — |
| |
| — |
| |
| — |
| | |
Non-current lease liabilities |
|
| — |
| — |
| — |
| |
| — |
| | |
Non-current lease liabilities |
|
| — |
| — |
| — |
| |
| — |
| | |
Non-current lease liabilities |
|
| — |
| — |
| — |
| |
| — |
| | |
Subtotal non-current lease liabilities |
| — |
| |
| — |
| |
| — |
| | ||
Non-current Trade and other payables |
|
| — |
| |
| — |
| — |
| — |
| | |
Subtotal Non-current Trade and other payables |
| — |
| |
| — |
| — |
| — |
| | ||
Other non-current provisions |
|
| — |
| |
| — |
| |
| |
| | |
Subtotal Other non-current provisions |
| — |
| |
| — |
| |
| |
| | ||
Deferred tax liabilities |
|
| — |
| |
| — |
| — |
| |
| | |
Subtotal Deferred tax liabilities |
| — |
| |
| — |
| — |
| |
| | ||
Provisions for employee benefits, non-current |
|
| |
| — |
| — |
| — |
| — |
| | |
Provisions for employee benefits, non-current |
|
| |
| — |
| — |
| — |
| — |
| | |
Subtotal Provisions for employee benefits, non-current |
| |
| — |
| — |
| — |
| — |
| | ||
Total non-current liabilities |
| |
| |
| |
| |
| |
| | ||
Total liabilities |
|
|
|
|
|
|
|
|
| | ||||
Effects of changes in foreign currency exchange rates on the statement of net income and other comprehensive income.
For the period from January to December of the year | ||||||
Foreign currency exchange rate changes |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Foreign currency loss |
| ( |
| ( |
| ( |
Foreign currency translation reserve |
| ( |
| |
| |
Total |
| ( |
| ( |
| |
The average and closing exchange rate for foreign currency is disclosed in Note 3.3
F-124
Note 25 Income tax and deferred taxes
Tax receivables as of December 31, 2022 and 2021, are as follows:
25.1Current and non-current tax assets
| As of |
| As of | |
December 31, | December 31, | |||
Current tax assets | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
Monthly provisional income tax payments, Chilean companies |
| |
| |
Monthly provisional income tax payments, foreign companies |
| |
| |
Corporate tax credits (1) |
| |
| |
1st category tax absorbed by tax losses (2) |
| |
| |
Taxes in recovery process |
| |
| |
Total |
| |
| |
| (b) | Non-current |
| As of |
| As of | |
December 31, | December 31, | |||
Non-current tax assets | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
Total tax paid at SQM Salar (see note 19.3) |
| |
| |
Total |
| |
| |
| (1) | These credits are available for companies and are related to corporate tax payments in April of the following year. These credits include, among others, credits for training expenses (SENCE), credits for acquisition of fixed assets, donations and credits in Chile for taxes paid abroad. |
| (2) | This concept corresponds to the tax loss absorptions determined by the company at the end of the year, which must be attributed to the dividends received during the year. |
25.2 Current tax liabilities
| As of |
| As of | |
December 31, | December 31, | |||
Current tax liabilities | 2022 | 2021 | ||
| ThUS$ |
| ThUS$ | |
1st Category income tax |
| |
| |
Foreign company income tax |
| |
| |
Article 21 single tax |
| — |
| |
Total |
| |
| |
Income tax is calculated based on the profit or loss for tax purposes that is applied to the effective tax rate applicable in Chile. As established by Law No. 20,780 is
The royalty is determined by applying the taxable rate to the net operating income obtained, according to the chart in force. The Company currently provisioned
The income tax rate for the main countries where the Company operates is presented below:
| Income tax |
| Income tax |
| |
Country | 2022 | 2021 |
| ||
Spain |
| % | % | ||
Belgium |
| % | % | ||
Mexico |
| % | % | ||
United States |
| % | % | ||
South Africa |
| % | % | ||
Korea |
| % | % | ||
China |
|
| % |
| (1) | Additional tax of |
F-125
| 25.3 | Income tax and deferred taxes |
| (a) | Deferred tax assets and liabilities as of December 31, 2022 |
Net liability position | ||||
Description of deferred tax assets and liabilities as of December 31, 2022 |
| Assets |
| Liabilities |
ThUS$ | ThUS$ | |||
Unrealized loss |
| |
| — |
Property, plant and equipment and capitalized interest (1) |
| |
| ( |
Restoration and rehabilitation provision |
| |
| |
Manufacturing expenses |
| |
| ( |
Employee benefits and unemployment insurance |
| |
| ( |
Vacation accrual |
| |
| |
Inventory provision |
| |
| |
Materials provision |
| |
| |
Others employee benefits |
| |
| |
Research and development expenses |
| |
| ( |
Bad debt provision |
| |
| |
Provision for legal complaints and expenses |
| |
| |
Loan acquisition expenses |
| |
| ( |
Financial instruments recorded at market value |
| |
| |
Specific tax on mining activity |
| |
| ( |
Tax loss benefit |
| |
| |
Other |
| |
| |
Foreign items (other) |
| |
| |
Balances to date |
| |
| ( |
Net balance |
|
| | |
| (1) | This includes right-of-use assets. |
| (b) | Deferred tax assets and liabilities as of December 31, 2021 |
Net liability position | ||||
Description of deferred tax assets and liabilities as of December 31, 2021 |
| Assets |
| Liabilities |
ThUS$ | ThUS$ | |||
Unrealized loss |
| |
| |
Property, plant and equipment and capitalized interest (1) |
| |
| ( |
Restoration and rehabilitation provision |
| |
| |
Manufacturing expenses |
| |
| ( |
Employee benefits and unemployment insurance |
| |
| ( |
Vacation accrual |
| |
| |
Inventory provision |
| |
| |
Materials provision |
| |
| |
Others employee benefits |
| |
| |
Research and development expenses |
| |
| ( |
Bad debt provision |
| |
| |
Provision for legal complaints and expenses |
| |
| |
Loan acquisition expenses |
| |
| ( |
Financial instruments recorded at market value |
| |
| |
Specific tax on mining activity |
| |
| ( |
Tax loss benefit |
| |
| |
Other |
| |
| |
Foreign items (other) |
| |
| — |
Balances to date |
| |
| ( |
Net balance |
|
| ( | |
| (1) | This item includes right-of-use assets. |
Deferred tax assets and liabilities in the consolidated statement of financial position as of December 31, 2022 and 2021, are as follows:
F-126
| As of |
| As of | |
December 31, | December 31, | |||
Movements of deferred tax assets and liabilities |
| 2022 |
| 2021 |
| ThUS$ |
| ThUS$ | |
Deferred tax assets |
| |
| |
Deferred tax liabilities |
| ( |
| ( |
Total |
| |
| ( |
| (c) | Reconciliation of changes in deferred tax liabilities (assets) as of December 31, 2022 |
|
| Deferred tax |
| Deferred taxes |
|
| ||||
(expense) | related to items | Total increases | ||||||||
Deferred tax | benefit | credited | (decreases) in | Deferred tax | ||||||
liability (asset) | recognized in | (charged) | deferred tax | liability (asset) | ||||||
at beginning of | profit (loss) for | directly to | liabilities | at end of | ||||||
Reconciliation of changes in deferred tax liabilities (assets) | period | the year | equity | (assets) | period | |||||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Unrealized loss |
| ( |
| ( |
| |
| ( |
| ( |
Property, plant and equipment and capitalized interest |
| |
| |
| |
| |
| |
Restoration and rehabilitation provision |
| ( |
| |
| |
| |
| ( |
Manufacturing expenses |
| |
| |
| |
| |
| |
Employee benefits and unemployment insurance |
| |
| |
| ( |
| |
| |
Vacation accrual |
| ( |
| ( |
| |
| ( |
| ( |
Inventory provision |
| ( |
| ( |
| |
| ( |
| ( |
Materials provision |
| ( |
| ( |
| |
| ( |
| ( |
Derivative financial instruments |
| |
| ( |
| |
| |
| |
Others employee benefits |
| ( |
| ( |
| |
| ( |
| ( |
Research and development expenses |
| |
| |
| |
| |
| |
Bad debt provision |
| ( |
| |
| |
| |
| ( |
Provision for legal complaints and expenses |
| ( |
| ( |
| |
| ( |
| ( |
Loan approval expenses |
| |
| ( |
| |
| ( |
| |
Financial instruments recorded at market value |
| ( |
| |
| |
| |
| ( |
Specific tax on mining activity |
| |
| |
| ( |
| |
| |
Tax loss benefit |
| ( |
| ( |
| |
| ( |
| ( |
Others |
| ( |
| ( |
| |
| ( |
| ( |
Foreign items (other) |
| ( |
| |
| |
| |
| |
Total temporary differences, unused losses and unused tax credits |
| |
| ( |
| |
| ( |
| ( |
F-127
(d)Reconciliation of changes in deferred tax liabilities (assets) as of December 31, 2021
|
| Deferred tax |
| Deferred taxes |
|
| ||||
(expense) | related to items | Total increases | ||||||||
Deferred tax | benefit | credited | (decreases) in | |||||||
liability (asset) | recognized in | (charged) | deferred tax | Deferred tax | ||||||
at beginning of | profit (loss) for | directly to | liabilities | liability (asset) | ||||||
Reconciliation of changes in deferred tax liabilities (assets) |
| period |
| the year |
| equity |
| (assets) |
| at end of period |
ThUS$ | ThUS$ | ThUS$ | ThUS$ | ThUS$ | ||||||
Unrealized loss |
| ( |
| ( |
| |
| ( |
| ( |
Property, plant and equipment and capitalized interest |
| |
| |
| |
| |
| |
Restoration and rehabilitation provision |
| ( |
| |
| |
| |
| ( |
Manufacturing expenses |
| |
| |
| |
| |
| |
Employee benefits and unemployment insurance |
| |
| |
| |
| |
| |
Vacation accrual |
| ( |
| |
| |
| |
| ( |
Inventory provision |
| ( |
| |
| |
| |
| ( |
Materials provision |
| ( |
| ( |
| |
| ( |
| ( |
Derivative financial instruments |
| |
| |
| ( |
| |
| |
Others employee benefits |
| |
| ( |
| |
| ( |
| ( |
Research and development expenses |
| |
| |
| |
| |
| |
Bad debt provision |
| ( |
| |
| |
| |
| ( |
Provision for legal complaints and expenses |
| ( |
| |
| |
| |
| ( |
Loan approval expenses |
| |
| |
| |
| |
| |
Financial instruments recorded at market value |
| |
| ( |
| ( |
| ( |
| ( |
Specific tax on mining activity |
| |
| |
| |
| |
| |
Tax loss benefit |
| ( |
| ( |
| |
| ( |
| ( |
Others |
| ( |
| ( |
| |
| ( |
| ( |
Foreign items (other) |
| |
| ( |
| |
| ( |
| ( |
Total temporary differences, unused losses and unused tax credits |
| |
| ( |
| ( |
| ( |
| |
(e) | Deferred taxes related to benefits for tax losses |
The Company’s tax loss carryforwards were mainly generated by losses in Chile, which in accordance with current Chilean tax regulations have no expiration date.
As of December 31, 2022, and 2021, tax loss carryforwards are detailed as follows:
| As of |
| As of | |
December 31, | December 31, | |||
Deferred taxes related to benefits for tax losses |
| 2022 |
| 2021 |
| ThUS$ |
| ThUS$ | |
Chile |
| |
| |
Foreign |
| — |
| |
Total |
| |
| |
The tax losses as of December 31, 2022, which are the basis for these deferred taxes correspond mainly to Comercial Hydro S.A., Orcoma SpA., Orcoma Estudio SpA y SCM Búfalo.
(f)Movements in deferred tax assets and liabilities
Movements in deferred tax assets and liabilities as of December 31, 2022 and 2021 are detailed as follows:
| Assets (liabilities) | |||
As of | As of | |||
December 31, | December 31, | |||
Movements in deferred tax assets and liabilities |
| 2022 |
| 2021 |
ThUS$ | ThUS$ | |||
Deferred tax assets and liabilities, net opening balance |
| ( |
| ( |
Increase (decrease) in deferred taxes in profit or loss |
| |
| |
Increase (decrease) deferred taxes in equity |
| ( |
| |
Total |
| |
| ( |
F-128
(g)Disclosures on income tax (expenses) benefits
Current and deferred tax (expenses) benefits are detailed as follows:
| (Expense) Income | |||||
As of | As of | As of | ||||
December 31, | December 31, | December 31, | ||||
Disclosures on income tax (expense) benefit |
| 2022 |
| 2021 |
| 2020 |
ThUS$ | ThUS$ | ThUS$ | ||||
Current income tax (expense) benefit |
|
|
|
|
|
|
Current tax expense |
| ( |
| ( |
| ( |
Adjustments to prior year current income tax (expense) benefit |
| ( |
| |
| ( |
Current income tax expense, net, total |
| ( |
| ( |
| ( |
Deferred tax (expense) benefit |
|
|
|
|
|
|
Deferred tax benefits relating to the creation and reversal of temporary differences |
| |
| |
| |
Tax adjustments related to the creation and reversal of temporary differences from the previous year |
| |
| ( |
| |
Total deferred tax benefits, net |
| |
| |
| |
Income tax expense |
| ( |
| ( |
| ( |
Income tax (expenses) benefit for foreign and domestic parties are detailed as follows:
| (Expense) Income | |||||
As of | As of | As of | ||||
December 31, | December 31, | December 31, | ||||
Income tax (expense) benefit |
| 2022 |
| 2021 |
| 2020 |
| ThUS$ |
| ThUS$ |
| ThUS$ | |
Current income tax benefit (expense) by foreign and domestic parties, net |
|
|
|
|
|
|
Current income tax expenses, foreign parties, net |
| ( |
| ( |
| ( |
Current income tax expenses, domestic, net |
| ( |
| ( |
| ( |
Current income tax expense, net, total |
| ( |
| ( |
| ( |
Deferred tax benefit (expense) by foreign and domestic parties, net |
|
|
|
|
|
|
Current income tax (expense) benefit, foreign parties, net |
| ( |
| ( |
| |
Current income tax benefits, domestic, net |
| |
| |
| |
Deferred tax expense, net, total |
| |
| |
| |
Income tax expense |
| ( |
| ( |
| ( |
(h)Disclosures on the tax effects of other comprehensive income components:
| As of December 31, 2022 | |||||
| Amount before taxes |
| (Expense) income for |
| ||
Income tax related to other income and expense components with a charge or credit to net equity | (expense) gain | income taxes | Amount after taxes | |||
ThUS$ | ThUS$ | ThUS$ | ||||
(Losses) income from defined benefit plans | ( | | ( | |||
Cash flow hedges | | ( | | |||
Reserve for (losses) income from financial assets measured at fair value through other comprehensive income | | ( | | |||
Total | | ( | | |||
F-129
| As of December 31, 2021 | |||||
| Amount before taxes |
| (Expense) income for |
| ||
Income tax related to other income and expense components with a charge or credit to net equity | (expense) gain | income taxes | Amount after taxes | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Income (losses) from defined benefit plans | | ( | | |||
Cash flow hedges | ( | | ( | |||
Reserve for (losses) income from financial assets measured at fair value through other comprehensive income | ( | | ( | |||
Total | ( | | ( | |||
| As of December 31, 2020 | |||||
| Amount before taxes |
| (Expense) income for |
| ||
Income tax related to other income and expense components with a charge or credit to net equity | (expense) gain | income taxes | Amount after taxes | |||
ThUS$ | ThUS$ | ThUS$ | ||||
Income (losses) from defined benefit plans | | ( | | |||
Cash flow hedges | ( | | ( | |||
Reserve for income (losses) from financial assets measured at fair value through other comprehensive income | | ( | | |||
Total | | ( | | |||
(i) | Explanation of the relationship between (expense) benefit for tax purposes and accounting income. |
Based on IAS 12, paragraph 81, letter “c”, the company has estimated that the method that discloses the most significant information for users of the financial statements is the numeric conciliation between the tax benefit (expense) and the result of multiplying the accounting profit by the current rate in Chile. The aforementioned choice is based on the fact that the Company and subsidiaries established in Chile generate a large part of the Company’s tax benefit (expense). The amounts provided by subsidiaries established outside Chile have no relative importance in the overall context.
Reconciliation between the tax benefit (expense) and the tax calculated by multiplying income before taxes by the Chilean corporate income tax rate.
| (Expense) Benefit |
| |||||
As of | As of | As of |
| ||||
December 31, | December 31, | December 31, |
| ||||
Income Tax Expense (Benefit) | 2022 | 2021 | 2020 |
| |||
| ThUS$ |
| ThUS$ |
| ThUS$ |
| |
Consolidated income before taxes |
| |
| |
| | |
Statutory income tax rate in Chile |
| | % | | % | | % |
Tax expense using the statutory tax rate |
| ( |
| ( |
| ( | |
Net effect of royalty tax payments |
| ( |
| ( |
| ( | |
Tax effect of income from regular activities exempt from taxation and dividends from abroad |
| |
| ( |
| | |
Tax rate effect of non-tax-deductible expenses for determining taxable profit (loss) |
| ( |
| ( |
| ( | |
Tax effect of tax rates supported abroad |
| ( |
| ( |
| ( | |
Effects of changes resulting from classifying a permanent item as a temporary one |
| — |
| |
| | |
Other tax effects of reconciliation of accounting income to tax expense |
| ( |
| ( |
| ( | |
Tax expense using the effective tax rate |
| ( |
| ( |
| ( | |
(j)Tax periods potentially subject to verification:
The Group’s Companies are potentially subject to income tax audits by tax authorities in each country These audits are limited to a number of interim tax periods, which, in general, when they elapse, give rise to the expiration of these inspections.
F-130
Tax audits, due to their nature, are often complex and may require several years. Below, we provide a summary of tax periods that are potentially subject to verification, in accordance with the tax regulations in force in the country of origin:
(i)Chile
According to article 200 of Decree Law No 830, the taxes will be reviewed for any deficiencies in terms of payment and to generate any taxes that might arise. There is a
(ii)United States
In the United States, the tax authority may review tax returns for up to
(iii)Mexico:
In Mexico, the tax authority can review tax returns up to
(iv)Spain:
In Spain, the tax authority can review tax returns up to
A subsidiary of the Company, SQM Iberian S.A., is being reviewed by the Spanish Tax Authority. This audit could involve adjustments to tax returns filed in Spain.
(v)Belgium:
In Belgium, the tax authority may review tax returns for up to
(vi)South Africa:
In South Africa, the tax authority may review tax returns for up to
A subsidiary of the Company, SQM Africa Pty., is being reviewed by the South African Tax Authority. This audit could involve adjustments to tax returns filed in South Africa.
(vii) China:
Tax returns up to
(viii) Korea:
Tax returns up to
F-131
up to
Note 26Events occurred after the reporting date
2626.1Authorization of the financial statements
The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with IFRS for the year ended December 31, 2022, were approved and authorized for issuance by the Company´s Board of Directors on April 25, 2023.
26.2Disclosures on events occurring after the reporting date
Management is not aware of any other significant events that occurred between December 31, 2022, and the date of issuance of these consolidated financial statements that may significantly affect them.
F-132
Exhibit 8.1
Significant Subsidiaries of Sociedad Química y Minera de Chile S.A.
| |
Name of Subsidiary | Country of Incorporation |
SQM Industrial S.A. | Chile |
SQM Nitratos S.A. | Chile |
SQM Salar S.A. | Chile |
Minera Nueva Victoria S.A. | Chile |
Servicios Integrales de Transito y Transferencia S.A. | Chile |
Soquimich Comercial S.A. | Chile |
SQM Potasios. S.A. | Chile |
SQM North America Corp. | USA |
SQM Europe N.V. | Belgium |
For a complete list of foreign and domestic subsidiaries see Note 2.5 to our Consolidated Financial Statements.
Exhibit 10.1
CONSOLIDATED AND UPDATED TEXT OF THE OMA MINING PROPERTIES
LEASE AGREEMENT1
CORPORACIÓN DE FOMENTO DE LA PRODUCCIÓN
AND
SQM SALAR S.A. AND OTHERS
Agreement Index
FIRST: General Background. | 1 |
SECOND: Considerations. | 2 |
THIRD: Ownership of the Properties, Lease and Project. | 3 |
FOURTH: Modification and Setting of the Consolidated Text of the Agreement. | 4 |
FIFTH: Definitions. | 4 |
SIXTH: Lease of the Properties and Exploitation. | 10 |
SEVENTH: Rent. | 10 |
EIGHTH: Product Traceability. | 14 |
NINTH: Operating Commitment and Minimum Guaranteed Income. | 14 |
TENTH: Restitution, Transfer and Acquisition Right. | 14 |
ELEVENTH: Prohibitions. | 17 |
TWELFTH: Environmental Compliance. | 18 |
THIRTEENTH: CORFO Representatives. | 19 |
FOURTEENTH: Access to Information by CORFO. | 21 |
FIFTEENTH: Preferential Price for Specialized Producers. | 21 |
SIXTEENTH: Force Majeure. | 23 |
SEVENTEENTH: Company’s Obligation of Boundary Marking. | 23 |
EIGHTEENTH: Mandate and Provision of Accounts. | 23 |
NINETEENTH: External Auditor. | 24 |
1 | This version considers (i) the Modification, Consolidated and Updated Text of the OMA Mining Properties Lease Agreement, dated January 17, 2018, granted at the Santiago Notary Office of María Soledad Santos Muñoz, Book No. 707-2018, (ii) the amendment to such agreement, granted at the same notary's office and dated March 8, 2018, Book No. 2906-2018 and (iii) the Agreement Modification dated January 8, 2020, granted at the Santiago Notary Office of María Soledad Santos Muñoz, Book No. 236-2020. |
| | SQM - Corfo Lease Agreement |
TWENIETH: Grounds for Early Termination and Cure Periods. | 24 |
TWENTY-FIRST: Guaranty and Joint and Several Co-Debt. | 26 |
TWENTY-SECOND: Term. | 26 |
TWENTY THIRD: Confidentiality. | 26 |
TWENTY-FOURTH: Agreement Modifications. | 27 |
TWENTY-FIFTH: Dispute Resolution and Arbitration. | 27 |
TWENTY SIXTH: Anti-Corruption Regulations. | 28 |
TWENTY SEVENTH: CORFO’s Cooperation with the Company. | 29 |
TWENTY-EIGHTH: CORFO Board Agreement. | 29 |
TWENTY-NINTH: Power to Bearer and Power to Rectify. | 30 |
THIRTIETH: Notices. | 30 |
THIRTY-FIRST: Representation and Warranties. | 30 |
THIRTY-SECOND: Applicable Law. | 31 |
THIRTY-THIRD: Expenses. | 31 |
THIRTY- FOURTH: Interpretation. | 31 |
FIRST TRANSITORY: Properties. | 32 |
SECOND TRANSITORY: Sal and Salar properties. | 35 |
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CONSOLIDATED AND UPDATED TEXT OF THE OMA MINING PROPERTIES
LEASE AGREEMENT
CORPORACIÓN DE FOMENTO DE LA PRODUCCIÓN
AND
SQM SALAR S.A. AND OTHERS
IN SANTIAGO DE CHILE, on January 17, 2018, before me CARMEN HORTENSIA SOZA MUÑOZ, attorney at law, Notary Public, Acting Holder Mrs. María Soledad Santos Muñoz, of the Seventh Notary Office of Santiago, appointed by the Illustrious Court of Appeals of Santiago by decree number 11-2018, dated January 4 of the current year; with office at 1161 Agustinas Street, mezzanine, commune and city of Santiago, appear: Mr. Patricio de Solminihac Tampier, Chilean, married, civil engineer, national identity card No. 6,263,302-6, and Mr. Ricardo Ramos Rodríguez, Chilean, divorced, civil engineer, national identity card No. 8,037,690-1, on behalf of SQM POTASIO S.A., sociedad anónima, sole taxpayer identification number No. 96,651,060-9; SOCIEDAD QUÍMICA Y MINERA DE CHILE S.A., sociedad anónima, tax identification number 93,007,000-9; and SQM SALAR S.A., sociedad anónima, tax identification number 79,626,800-K; all of the above domiciled at 4285 El Trovador Street, 6th Floor, Las Condes, in this city, on one hand; and on the other, CORPORACIÓN DE FOMENTO DE LA PRODUCCIÓN, tax identification number 60,706,000-2, a Chilean organization autonomous from the State, duly represented, as will be evidenced, by its Executive Vice President Mr. Eduardo Bitrán Colodro, Chilean, married, civil engineer, national identity card number 7,950,535-8, both domiciled for these purposes at 921 Moneda Street in this city, those appearing are adults, and prove their identity with the aforementioned identity cards and state:
FIRST: General Background.
By deed dated January 31, 1986, executed before the Notary Public of Santiago Mr. Sergio Rodríguez Garcés, Amax, Molymet and CORFO entered into the Agreement for the Salar de Atacama Project and its various annexes. Likewise, by deed of the same date and notary, Amax, Molymet and CORFO formed the limited liability company named Sociedad Minera Salar de Atacama Limitada. Subsequently, a lease agreement was entered into between CORFO and Minsal, by public deed dated April 18, 1986 before the Notary Public Mr. Sergio Rodríguez Garcés, whereby CORFO leased to said company, of which it was a partner, the usufruct of certain OMA mining properties, for the development of the project agreed in the Agreement for the Salar de Atacama Project. Furthermore, on December 14, 1992, by deed granted on that date and before the Notary Public of Santiago Mr. Raúl Undurraga Laso, Amax, with the express and irrevocable consent of the other partners of Minsal, sold, assigned and transferred to Amsalar, who bought, accepted and acquired for itself each and every one of the rights and corporate interests of the former in said company. Then, by public deed dated November 12, 1993, granted before the Notary Juan Ricardo San Martín Urrejola, the companies Amsalar and Molymet sold, assigned and transferred all of their corporate rights in Minsal to SQMK, leaving SQMK and CORFO as the sole partners of Minsal. On November 12, 1993, by public deed before the Notary Public of Santiago, Mr. Juan Ricardo
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San Martín Urrejola, the agreement between CORFO and Minsal was executed, nullifying the previous lease agreement executed between the same parties in 1986. On the same date and before the same notary, the Project Agreement was executed between CORFO and SQMK, nullifying the 1986 agreement of the same name. The purpose of the Project Agreement was for Minsal to develop the Project to produce and commercialize any and all potassium, boron, lithium and sodium compounds, and, in particular, potassium or potassium salts, boric acid, lithium, lithium products, sodium chloride, potassium chloride, sodium sulfate, potassium sulfate and any derivative or compound thereof and any other mineral substances economically recoverable from one or more brines, aquifers, land, mining properties and other relevant assets and rights within the commune of San Pedro de Atacama, and especially within the leased OMA properties. By public deed dated August 8, 1994, Minsal was modified and converted into Sociedad Minera Salar de Atacama S.A., today the Company. Subsequently, on December 19, 1995, the Project Agreement was modified before the notary public of Santiago, Mr. Juan Ricardo San Martín Urrejola and on December 21, 1995, before the same notary, the Project Agreement was again modified. Finally, by public deed of the same date and before the same notary, the Parties amended the Agreement. On December 28, 1995, following a capital increase carried out the previous year, CORFO sold its interest in the Company. By deed dated November 29, 2012, the Company executed a unilateral agent declaration, whereby it transferred to CORFO the Sal and Salar Properties, which had been established by the Company in the area comprising the Properties.
SECOND: Considerations.
The Parties expressly state that they have taken into special consideration for the purposes of agreeing on the modification and setting of the consolidated text of this Agreement and the Project Agreement, the following:
2.1. | The Agreement and the Project Agreement are related contracts, intimately linked to each other, which have bound and bind all those party to them, that is, the Companies and CORFO. |
2.2. | The development of the lithium industry is of relevant importance for the State of Chile, given that it possesses one of the world’s largest reserves of this mineral, whose sustainable exploitation means significant economic benefits and income for Chile, and, in addition, to become a significant contribution in the development of the industry associated with this mineral, especially of batteries and storage devices. For this reason, it must generate adequate conditions to enable its active participation in the expansion of the lithium market in the coming years and its positioning as a relevant player in the exploitation of lithium in the long term. |
2.3. | Both for the aforementioned purposes and to generate the right conditions and incentives to encourage investment, innovation and increased levels of lithium exploitation in the coming years, it is necessary to improve and update the Agreement and the Project Agreement in order to increase the Company’s lithium production and commercialization quota within the term of such contracts, establishing norms that ensure an efficient and sustainable exploitation subject to strict environmental protection standards, with the understanding that the Salar de Atacama is a basin whose aquifer systems are interconnected, and also best practices of compliance and |
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corporate governance, and that regulate the timeliness and completeness of the information that the Companies must provide to CORFO to best comply with the Agreement and the Project Agreement.
2.4. | Likewise, it was deemed necessary to establish a new mechanism for calculating the Rent, which contemplates rates by price range to be applied to the price actually paid by the final consumer or unrelated third party. In order to safeguard this last principle, the Company must additionally make reasonable efforts to comply with the tax regulations that refer to advance price agreements that include lithium and potassium products. |
2.5. | On the other hand, the need to create conditions to favor the development in our country of an industry of lithium products with greater added value was taken into account, for which purpose the granting of preferential lithium prices by the Company to Specialized Producers that manufacture such value-added products from lithium inputs extracted from the Properties in Chile is regulated. |
2.6. | The sustainable development of economic activity in the Salar de Atacama and its surroundings is a priority objective of CORFO, for which it is essential that the Company commit to maintaining high standards of corporate social responsibility and practices of relationship and dialogue with the communities, especially with regard to possible environmental and social impacts of the Company’s activities in the area of influence of its operations in the Salar de Atacama, both in the communities and in the urban areas where it manufactures its products. |
2.7. | Finally, shared value mechanisms were implemented with the local communities neighboring the Salar de Atacama, obligating the Company to provide contributions for research and development of the lithium industry and complementary industries. |
THIRD: Ownership of the Properties, Lease and Project.
CORFO owns, among other mining properties, the Properties, on which the Project has been developed since 1983. This, with the essential purpose of being able to produce and commercialize all and any compound of potassium, boron, lithium and sodium and, in particular, potassium or potassium salts, boric acid, lithium, lithium products, sodium chloride, potassium chloride, sodium sulfate, potassium sulfate, and any derivative or compound thereof, and any other mineral substances economically recoverable from one or more brines, aquifers, soils, mining properties and other relevant assets or rights that are located or formed within the limits of the commune of San Pedro de Atacama, Province of El Loa, Region of Antofagasta, Republic of Chile. In this context and as mentioned above, in 1993 CORFO entered into the Project Agreement with SQMK and SQM, as well as the Lease Agreement for certain OMA mining properties with Minsal, which is still in force, whereby CORFO leased and granted to the Company the exclusive right to exploit 16,384 OMA mining properties. The Properties are valid, with their mining concession fees up to date and duly paid, registered on page 408 number 11 of the year 1977, on page 131 and the following pages, number 6 of the year 1979, and on page 62 number 15 of the year 1984, all of the Mining Property Register of the Custodian of Mines of El Loa, re-registered on page 926, number 248 of the Mining Property Register of the Custodian of Mines of Calama,
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corresponding to the year 2016, and which are identified in the First Transitory Clause. The referenced Properties are free of any surety, mortgage, litigation, right, action or exception of any type of class, with the exception of the registration of the lease agreement and the existing prohibitions in favor of the Company with respect to the 16,384 OMA mining properties that are included among the Properties, and that the Company is currently authorized to exploit. The lease agreement is registered under number 127 of page 239 dated November 30, 1993 of the Registry of Mortgages and Encumbrances of the Calama Mining Registry. The properties are also subject to the prohibition, registered on page 114, number 85 dated November 30, 1993, that CORFO will not carry out or permit any exploration, exploitation or mining, aquifer or industrial work of any type or kind itself or through third parties on any of the properties owned by it; and to the prohibition registered on page 116, number 86 dated November 30, 1993, by which CORFO agreed not to carry out or permit any exploration, exploitation or mining, aquifer or industrial work of any type or kind itself or through third parties on all of the 1,370 OMA mining properties that are property of CORFO and referred to in Annex 1 and in the attached plan annex number 2, added with the number 4 at the end of the Registry of Prohibitions of the year 1993 in the Calama Mining Registry. CORFO also owns the Sal and Salar Properties, which are located within the perimeter of the Properties and identified in the Second Transitory Clause.
FOURTH: Modification and Setting of the Consolidated Text of the Agreement.
By the present act and as indicated in the Second Clause (Considerations) the Parties hereby agree to modify and set the definitive and consolidated text of the Agreement in accordance with the following Clauses.
FIFTH: Definitions.
Without prejudice to other definitions provided for in this Agreement, the terms set forth below shall have each time they are used in this Agreement, with initial capital letters, the meaning assigned to them in each case:
“Acquisition Right” has the meaning assigned to such term in Section 10.1(d).
“Additional Quota” means the amount of 112,723 Mt of LME.
“Agreement” means this Lease Agreement, as modified and consolidated in this document, executed between CORFO and Sociedad Minera Salar de Atacama Limitada (now the Company), by public deed dated November 12, 1993, executed before the Notary Public of Santiago Mr. Juan Ricardo San Martín Urrejola, file number 8,802-1993, amended by public deed dated December 21, 1995, file number 13,417-1995, executed before the same notary.
“Amax” means Amax Exploration Inc.
“Amsalar” means Amsalar Inc.
“Anniversary” means an anniversary of the Commencement Date.
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“Anti-Corruption Laws” has the meaning assigned to that term in the Twenty-Sixth Clause (Anti-Corruption Regulations).
“Appeals Proceeding” has the meaning assigned to such term in Section 7.3(g).
“Arbitral Tribunal” has the meaning assigned to such term in the Twenty-Fifth Clause (Dispute Resolution and Arbitration).
“Assets Subject to Restitution” has the meaning assigned to such term in the Project Agreement.
“Boric Acid” means any commercial form of boric acid in any form, grade, concentration or degree of purity, its derivatives or compounds.
“Business Days” means days of the week, excluding Saturdays, Sundays, official holidays and public holidays, and days on which commercial banks in Chile do not open their offices to the public.
“CAM” means the Arbitration and Mediation Center of the Santiago Chamber of Commerce.
“Capacity of Expansion 1” means the additional production capacity, capable of producing at least 50 nominal kMt of battery grade lithium products per year. Prior to the existence of such capacity, the Capacity of Expansion 1 will be considered to be zero, until the corresponding steps are completed, unless the option to build the first part is taken, in which case the Capacity of Expansion 1 will be 25 kMt.
“CCHEN” means the Chilean Nuclear Energy Commission or the agency that replaces it.
“CCHEN Agreement” means the agreement of the Governing Board of CCHEN authorizing the sale of lithium products extracted from the Salar de Atacama pursuant to this Agreement, under conditions substantially similar to those previously authorized by such body for this type of contracts, in accordance with its legal powers and within the scope of its competence.
“Commencement Date” means the later of February 1, 2018, and the date on which (i) the CORFO resolution approving this Agreement and (ii) the resolution implementing the CCHEN Agreement are fully processed.
“Companies” means collectively the Company, SQM and SQMK.
“Company” means SQM Salar S.A.
“CONADI” means the National Corporation for Indigenous Development established by Law No. 19,253.
“Contract Auditor” has the meaning assigned to such term in the Nineteenth Clause (External Auditor).
“CORFO” means Corporación de Fomento de la Producción.
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“Corporations Act” means Law No. 18,046 on Corporations.
“Council” means the CORFO Council.
“Documents” means this Agreement, the Project Agreement and the bylaws of the Company, in effect now or in the future.
“Efficiency Quota” means the amount of 51,063 Mt of LME.
“Environmental Auditor” has the meaning assigned to such term in the Nineteenth Clause (External Auditor).
“External Auditors” has the meaning assigned to such term in the Nineteenth Clause (External Auditor).
“Force Majeure Event” means any unforeseen event beyond the reasonable control of the affected Party, which prevents it from performing its obligation, including, but not limited to, the following:
(a) | events of nature, including epidemics, earthquakes, hurricanes, landslides, floods, tsunamis or subsidence. |
(b) | acts of the enemy, including wars, blockades, isolation, or insurrections |
(c) | terrorism and riots. |
(d) | orders, decrees of any governmental authority or entity, or the exercise of any emergency powers by any authority, which are binding on the Party, provided that they do not result from the wrongful act or omission of the affected Party, were not issued with general effect and extend beyond the scope of the industry. |
“kMt” means thousands of metric tons.
“LCE” means lithium carbonate equivalent.
“Lithium Brine” means crude brine, concentrated brines and/or refined brines in any degree of concentration, lithium carnallite and other lithium raw materials extracted from the Properties.
“Lithium Products” means lithium carbonate in its technical grade and battery grade and lithium hydroxide in its technical grade and battery grade, in both cases in their various specifications.
“LME” means lithium metal equivalent.
“Magnesium Chloride” (bischofite) means any commercial form of magnesium chloride pentahydrate in any form, grade, concentration or degree of purity, its derivatives or compounds.
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“Minsal” means Sociedad Minera Salar de Atacama S.A., today the Company.
“Molymet” means Molibdenos y Metales S.A.
“Most Favorable Price Obligation” has the meaning assigned to such term in the Fifteenth Clause (Preferential Price for Specialty Producers).
“Mt” means metric tons.
“New Quota” means 185,767 Mt of LME.
“Original Quota” has the meaning assigned to such term in Section 7.2.
“Other Lithium Products” means any product other than lithium carbonate and lithium hydroxide, such as lithium bromide; lithium metal; lithium chloride; lithium sulfate for conversion to Lithium Products and/or Other Lithium Products; other products derived or composed from lithium; ceramics; slurries and/or chemical plant wastes with a lithium content to the extent sold commercially. For the purposes of this Agreement, lithium brines, which concept includes crude brine, concentrated and/or refined brines in any degree of concentration, lithium carnallite and other lithium raw materials shall not be considered as lithium products.
“Other Products” means any commercial form or product made from the salts or brines of the Properties, which is not defined in this Clause, as well as products derived or compounded therefrom.
“Parties” means all or any of the parties to this Agreement, that is, CORFO and each of the Companies.
“Payment Period” means the 30-day period following the close of each quarter, in other words, the month of April, July, October and January of each year.
“Potassium Chloride” means any commercial form of potassium in any form, grade, concentration or degree of purity, other than potassium sulfate, its derivatives or compounds.
“Potassium Sulfate” means any commercial form of potassium sulfate in any form, grade, concentration or degree of purity, its derivatives or compounds.
“Preferential Price” means the lowest export market parity price for the Company (FOB Chilean Port) that will be fixed on a monthly basis for technical grade Lithium Carbonate, battery grade, technical grade Lithium Hydroxide, battery grade and will correspond in each case to the weighted average FOB price calculated on the 20% lowest price of the volume exported by the Company in the last 6 months available, and will be in effect for the following month.
“Project” means the Salar de Atacama potassium salts and boric acid project (also referred to as the Minsal project or the Salar de Atacama project), as set forth in the Project Agreement and any amendments or modifications thereto incorporated therein in writing and by mutual
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agreement in the future, which contemplates the production and commercialization of any and all potassium, boron, lithium, magnesium, sulfate and sodium compounds and, in particular, boric acid, lithium, lithium products, sodium chloride, potassium chloride, sodium sulfate, potassium sulfate and any derivatives or compounds thereof and any other mineral substances economically recoverable from one or more brines, aquifers, soils, mineral properties and other relevant assets or rights that are located or created within the boundaries of the Properties, the Rigo Properties and those properties that may be acquired in the future.
“Project Agreement” means the Project Agreement, its annexes and its written amendments, which was executed by SQMK, SQM and CORFO, by public deed dated November 12, 1993, executed before the Notary Public of Santiago Mr. Juan Ricardo San Martín Urrejola, file number 8,801-1993, modified by public deed dated December 19, 1995, book number 13,295-1995, by public deed dated December 21, 1995, book number 13,418-1995, both executed before the same notary and by public deed of the same date and notary office.
“Properties” means the OMA mining properties identified in the First Transitory Clause (Properties).
“Protection Ring 2” means the area within 2 kilometers from the outer perimeter of the Properties and the Rigo Properties, which the Company or any Related Parties has established or will establish in the future, as detailed in Annex 3. This area may be modified by mutual agreement of the Parties based on technical background and/or studies to be carried out and which must be concluded before the end of the Term of the Agreement.
“Protection Ring 10” means the area within 10 kilometers from the outer perimeter of the Properties and the Rigo Properties, which the Company or its Related Parties have established or will establish in the future, as detailed in Annex 2.
“Quotas” means collectively the Additional Quota, the New Quota and the Efficiency Quota.
“RCAs” means the environmental qualification resolutions that the Project has currently or in the future may have.
“Related Parties” means the companies, entities or natural or legal persons, national or foreign, that with respect to any of the Companies, are in any of the following situations:
(a) | All the companies, entities and persons related to the Companies, as defined in Article 100 of the Securities Market Law, but excluding affiliated companies; |
(b) | The controller or controllers of the Companies, and their subsidiaries; all persons, companies and entities that have a common controller or controllers of any of said Companies; and all natural or legal persons that, directly or indirectly, participate in their control in accordance with Article 97 of the Securities Market Law; |
(c) | Natural or legal persons that participate directly or indirectly in a joint venture agreement to participate with identical interest in the management of the Companies and their subsidiaries, or to obtain control of them, as defined in Article 98 of the Securities Market Law; |
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(d) | All natural or legal persons who exercise decisive influence in the decisions of the Companies, whether or not they are controlling them, as defined in Article 99 of the Securities Market Law. |
For purposes of the provisions of the Seventh Clause (Rent), a Related Party shall also be understood as (i) the affiliated companies of the Companies, (ii) any third party that grants a credit to the Company or its Related Parties, in the terms indicated in the preceding letters, where the payment of such credit is made by the sale of products extracted or processed by the Company and/or through preferential prices; and (iii) any third party with which the Company or its Related Parties have tolling or product processing agreements, in Chile or abroad.
“Rent Period” means the quarter ending on the last day of every third month, that is, March thirty-first, June thirtieth, September thirtieth and December thirty-first of each year.
“Replacement Value” has the meaning assigned to such term in Section 10.1(d).
“Representatives” has the meaning assigned to such term in Section 13.1.
“Rigo Properties” means the mining properties Rigo 1 to 3660 of 5 hectares each, located in the commune of San Pedro de Atacama, province of El Loa, Region of Antofagasta, Republic of Chile and that were given by CORFO to the Company, by public deed of amendment of the same granted on November 12, 1993, before the Santiago Notary Public Mr. Juan Ricardo San Martin Urrejola, which properties were registered in the Company’s name on page 651 number 125 and page 48 number 9 of the Mining Property Register of the Custodian of Mines of El Loa-Calama Mining Registry corresponding, respectively, to the years 1993 and 1994.
“Sal and Salar Properties” means the mining properties identified in the Second Transitory Clause (Sal and Salar Properties).
“Securities Market Law” means Securities Market Law No. 18,045.
“SMA” means the Superintendency of the Environment.
“Sodium Chloride” (halites) means any commercial form of sodium chloride in any form, grade, concentration or degree of purity, its derivatives or compounds.
“Sodium Sulfate” means any commercial form of sodium sulfate in any form, grade, concentration or degree of purity, its derivatives or compounds.
“Specialized Producers” has the meaning assigned to such term in the Fifteenth Clause (Preferential Price for Specialized Producers).
“SQM” means Sociedad Química y Minera de Chile S.A.
“SQMK” means SQM Potasio S.A.
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“Term of the Agreement” has the meaning assigned to such term in the Twenty-Second Clause (Term).
“Unrelated Third Party” means, with respect to an entity, someone that is not a Related Party to that entity.
“US$” or “Dollar” means United States dollar.
SIXTH: Lease of the Properties and Exploitation.
CORFO gives and leases the Properties to the Company, which accepts and receives them. In any case, the Company may only exploit 16,384 of the total Properties, with the purpose of extracting and producing products of Potassium Chloride, Boric Acid, Magnesium Chloride or Bischofite and Lithium Products or any other mining substance existing therein, including the by-products Sodium Chloride and Sodium Sulfate and others that may be applicable. The 16,384 properties that may be exploited are identified in the plan which, signed by the Parties, is attached as Annex 1. Likewise, during the Term of the Agreement, SQM and the Company undertake to maintain the mining property located within the area of Protection Ring 10. It is hereby established that in Protection Ring 10, the Companies and their Related Parties may not carry out any exploitation during the Term of the Agreement, and that with respect to Protection Ring 2 this prohibition will be extended until 15 years after the expiration of the Term of the Agreement. All of the foregoing, in the terms set forth in the Tenth Clause (Restitution, Transfer and Acquisition Right) and Eleventh Clause (Prohibitions).
SEVENTH: Rent.
7.1. | As of the Commencement Date, the Company will pay to CORFO a lease rent corresponding to a percentage with progressive and marginal scales based on the weighted average sales price (value net of taxes), according to the Rent calculation mechanism in Annex 6, of Lithium Products, Other Lithium Products, Potassium Chloride, Potassium Sulfate, Boric Acid, Magnesium Chloride, Sodium Chloride and Other Products extracted from the Properties, without deduction of costs or expenses of any kind (the “Rent”). The Rent shall be determined and paid, starting from the Commencement Date, for all of the products that have been produced by the Company from the brine extracted from the Properties and sold by the Company or any of its Related Parties according to the tables contained in Annex 5. |
7.2. | For Lithium Products, the Rent will apply to sales originating from Quotas and which will begin to be produced and sold as of the Commencement Date. However, with respect to sales originating from the balance of the original quota, amounting as of this date to approximately 64,816 Mt of LME, without limiting the certification to that effect which in due course will be granted by CCHEN (the “Original Quota”), the Rent shall be determined and paid based on the fixed rate indicated in Annex 5, calculated on the basis of the weighted average sales price (value net of taxes), according to the Rent calculation mechanism in Annex 6, without deduction of costs or expenses of any kind. The Parties hereby agree that the Original Quota may only begin to be produced and sold as from January 1, 2024 until its exhaustion or until |
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December 31, 2030, whichever occurs first; being distributed uniformly in each of the years included in said period.
7.3. | The determination and payment of income will be subject to the following rules: |
(a) | The Rent shall be calculated and paid based on the weighted average final sales price (net of taxes) of the respective product, according to the Rent calculation mechanism in Annex 6, sold by the Company or any of its Related Parties to an Unrelated Third Party, during the respective Rent Period. The Rent shall apply starting on the Commencement Date to all of the products produced by the Company from the Properties and sold by the Company or any of its Related Parties, according to the tables contained in Annex 5. |
(b) | If CORFO has reasonable grounds to believe that a final purchaser is a Related Party, but the Rent paid was calculated as if it were an Unrelated Third Party, it shall submit this in writing to the Company, which shall use its best efforts to explain and demonstrate that such final purchaser is not a Related Party. In the event that CORFO is not satisfied with such explanation, the Appeals Procedure will be implemented. |
(c) | The Company is obliged to inform CORFO as soon as it becomes aware of any tolling agreement, joint ventures, off-take agreement and any other type of association with Unrelated Third Parties related to any of the products referred to in this Agreement, extracted from the Properties and which have been agreed to by the Company or its Related Parties. |
(d) | The Company will determine the amount of the Rent corresponding to each Rent Period, in Dollars and its value will be paid in its equivalent in Chilean pesos, according to the observed exchange rate in effect on the day the payment is made as certified by the Central Bank of Chile. The Company shall deliver to CORFO proof of the electronic bank transfer or bank deposit corresponding to each Rent Period, together with a payment or settlement statement and all the respective Rent calculation information, in systematized form and in digital format, including the supporting background information on which such payment or settlement statement is based, with all the background information referred to in the Fourteenth Clause (Access to Information by CORFO), duly updated as of that date. It shall be the Company’s obligation to maintain an updated information platform that CORFO will use for such purpose. |
(e) | In the event of delinquency or simple delay in the payment of the Rent, it will accrue penal interest on a daily basis, from the date of delinquency or simple delay until the date of actual payment, equivalent to the maximum standard rate allowed to be provided for credit transactions of money in non-adjustable national currency of more than 90 days, at the rate in force on the date of delinquency or simple delay, or on the date of actual payment, at CORFO’s election. |
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(f) | In the event that after the payment of the Rent, CORFO detects minor differences or obvious calculation errors in the computation of the Rent or requires further background and/or information, it will communicate this to the Company by means of a written communication, stating the reasons on which the claim is based and/or the amount of the differences detected. In the event that the Company agrees with CORFO’s claim, the Company will have a period of 10 Business Days to resolve it, either by paying the difference and/or providing CORFO with further background and/or information. |
(g) | Notwithstanding the foregoing, CORFO shall have the right to contest any Rent payment settlement. For such purposes, CORFO shall inform the Company in writing, stating the reasons on which it is based and the amount of the differences detected. In this case, the issuance of the invoice by CORFO and the receipt and collection of the Rent shall not constitute acceptance by CORFO. The sending of such letter will give rise to the following procedure (the “Appeals Procedure”): |
(i) | The Company will have a period of 15 Business Days to send to CORFO the background information justifying the settlement, rejecting CORFO’s position, or to pay such differences. |
(ii) | If such background information is not sufficient in CORFO’s opinion or if the Company does not agree with CORFO’s position, CORFO shall propose to the Company a list of 3 first level independent experts and/or auditors operating in Chile and independent of both parties, from which the Company shall select one of them within 5 Business Days after receiving the list. If the Company does not do so within that term, CORFO shall select and directly contract the services of such auditing firm or expert. The independent expert and/or auditor shall be entitled to request from the Company and/or CORFO all the information it deems necessary, which must be provided by the Company and/or CORFO within 10 Business Days. The review of the Rent shall conclude with a final report to be delivered by the independent expert and/or auditor to both Parties within a term not to exceed 60 calendar days, extendable by the Parties, counted from the date of acceptance of the appointment, and which shall determine the correct calculation of the Rent. Any adjustment resulting from the decision of the Expert and/or independent auditor shall be included in the settlement for the next quarter. This is subject to the right of the parties to appeal to the Arbitral Tribunal. If there is a difference in favor of CORFO, the Company shall pay it with the current interest for credit transactions of non-adjustable money in local currency, from the date of the settlement presented by the Company until the date of the actual payment of such difference. It shall also pay CORFO the cost of the independent expert and/or auditor, unless CORFO’s position is completely rejected. |
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(iii) | If any of the Parties does not agree with the report of the independent expert and/or auditor, and only after its conclusion, such Party may resort to the arbitration provided for in this Agreement for the correct determination of the Rent. If the Arbitral Tribunal determines that the Rent payment made by the Company was less than the amount due, the Company shall pay the difference, for all the Rent Periods affected by such insufficiency, plus interest equivalent to the maximum standard rate allowed to be provided for credit transactions of money in non-adjustable national currency of more than 90 days, at the rate in force between the date on which the payment should have been made or the date of its actual payment, at CORFO’s election. In addition, the Company shall pay in full the cost of the independent expert and/or auditor and the costs of the arbitration. If, on the other hand, the Arbitral Tribunal determines that the Rent payment made by the Company pursuant to the review of the Rent was equal to or greater than that due, CORFO shall reimburse the Company for any excess amount paid, duly adjusted, in the following quarter’s payment, and the payment of the costs of the arbitration. |
(iv) | If within a period of 3 consecutive years, the Company is sentenced by the Arbitral Tribunal on 2 occasions to pay to CORFO differences in the calculation and payment of Rent, in the second arbitration trial the Company agrees to pay in favor of CORFO, both the difference in Rent determined by the judgement and the interest accrued in the manner set forth in Section 7.3(e)and the costs of such arbitration process. Likewise, and as a penalty and as an anticipated assessment of the damages, the Company agrees to additionally pay a fine equal to the amount of such difference. |
(h) | Unless otherwise agreed, the Parties agree that in the event that the Company decides to carry out the exploitation of Other Products and Other Lithium Products (other than those intended to be converted into Lithium Products), it shall pay provisionally and for a maximum of 3 Payment Periods, a Rent equal to 10% calculated on the basis of the sales price, according to the Rent calculation mechanism in Annex 6. Before the expiration of the 3 Payment Periods, the Company shall negotiate in good faith with CORFO the definitive rate or range of rates on which the Rent shall be calculated, for which purpose the Company shall provide CORFO with all the technical and economic background information related to the new product, in accordance with the information required for such purposes in this Agreement. If no agreement is reached, the Rent shall be determined by an independent expert and/or auditor, in accordance with the provisions of the appeals procedure, as applicable. |
(i) | Sales of moist, unfinished potassium chloride, based on its degree of processing required for international markets, which are carried out between the Company and its Related Parties for conversion to other products, shall be subject to the corresponding rate according to the price range as established in |
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Annex 5, using for such purpose 81% of the average sales price of Potassium Chloride, finished product, to an unrelated end customer in the respective Rent Period.
EIGHTH: Product Traceability.
The Company undertakes, by the first Anniversary, to implement the necessary mechanisms to guarantee CORFO comprehensive traceability of the lithium products through the identification of the batch number and quantity determined at the chemical plant, which must be reflected in all sales invoices of the Company, as well as in the sales invoices of SQM and its Related Parties to the end customer. For all other products other than lithium products, it will be presumed that they are products derived from the Properties, unless the Company proves their acquisition from third parties through its accounting documentation.
NINTH: Operating Commitment and Minimum Guaranteed Income.
If during any calendar year beginning from the Commencement Date, the Company sells a quantity of tons less than 60% of the sum of (i) 66 kMt plus (ii) the Expansion 1 Capacity (the “Minimum Operating Capacity for Guaranteed Payment”), as indicated in Annex 9, for any reason other than a Force Majeure Event, the Company will pay to CORFO, within the first quarter of the calendar year following such year, additional rent until reaching such quantity of tons equivalent to the percentage indicated above.
TENTH: Restitution, Transfer and Acquisition Right.
10.1. | At the end of the Term of the Agreement, the following obligations, rights and options shall become due: |
(a) | The Company shall return to CORFO all that personal property and real estate that it delivered to the Company by virtue of the Project Agreement, and, among others, the Assets Subject to Restitution, within a period of 3 months from the termination or dissolution referred to above; |
(b) | Within the last 6 months of the Term of the Agreement or the 6 months after its termination, CORFO shall have the irrevocable option to purchase all or part of the water use rights that SQM, the Company or any of its Related Parties currently owns or in the future would acquire or establish, that benefit or are necessary for the exploitation, either currently or in the future, of the Properties, and that are located outside the perimeter of the Properties. For the exercise of this option, the Company and its Related Parties shall make available to CORFO an amount of water rights equivalent to the greater of the following alternatives: (x) 240 liters per second as indicated in the RCA currently in force; (y) the maximum quarterly flow used by the Company in the operation of the Project during the last 5 years of the Term of the Agreement; and (z) the maximum flow indicated in the RCA(s) in force at the time of the termination of the Term of the Agreement. The acquisition price shall be the one agreed by the Parties, and if such agreement is not possible, the price determined by an independent and internationally recognized |
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appraiser, appointed by mutual agreement between the Parties or, failing such agreement within 10 business days, by the Arbitral Tribunal, which shall be constituted for the sole purpose of appointing the appraiser. The intervention of the Arbitral Tribunal in the appointment of the appraiser shall not disqualify its members from hearing disputes arising from the determination of the price. The price of the option shall be calculated considering the value of such assets in the market of the Antofagasta Region. The Company shall safeguard with due diligence the ownership of such rights and assets, and shall be subject to a prohibition to enter into acts or contracts without the prior written consent of CORFO. CORFO shall be entitled to transfer its rights to this purchase option to third parties, which shall include the acceptance by the acquirer of the stipulations set forth in this Clause and the Twenty-Fifth Clause (Dispute Resolution and Arbitration).
(c) | The Company or its Related Parties shall transfer to CORFO free of charge all the easements, whether they are mining or of any other nature, that benefit the Properties and/or the Project, regardless of the location. This obligation does not apply to mining easements established in the Salar del Carmen. Also, subject to the provisions of current legislation, the Company shall transfer to CORFO or its designee, free of charge, the ownership of all environmental permits, such as the RCAs, which are in force at the time of conclusion of the Term of the Agreement. |
(d) | The Company grants CORFO an irrevocable purchase option to acquire all or part of the assets that the Company uses as production facilities at the Properties, for the exploration, monitoring, exploitation and installations of production associated with the Properties, as well as for the extraction and solar evaporation of brine, including surface lands, wells, evaporation ponds, pumps and related equipment, as well as other facilities, infrastructure and assets that benefit the Project and that are located within the area of the Properties and the perimeter of Protective Ring 10 (the “Acquisition Right”). Such assets shall be inventoried for these purposes prior to the end of the Term of the Agreement. For the purposes of determining the value of those assets that are not land, this shall be equivalent to the replacement value, considering their economic depreciation (the “Replacement Value”). For purposes of determining the purchase value of land, if any, this will be calculated considering the value of such assets in the market of the Antofagasta Region for non-agricultural rural areas. In no case will these assets be valued as essential going concern assets. The Acquisition Right may be exercised by CORFO within 6 months prior to the end of the Term of the Agreement or 6 months after the end of the Term of the Agreement. If the Parties do not agree on the Replacement Value or the value of the land, within 60 Business Days of the exercise of the right by CORFO, it shall be determined by an independent and internationally recognized appraiser, appointed by mutual agreement between the Parties or, failing such agreement within 10 Business |
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Days, by the Arbitral Tribunal, which shall be constituted for the sole purpose of appointing the appraiser. The intervention of the Arbitral Tribunal in the appointment of the appraiser shall not disqualify its members from hearing disputes arising from the determination of the price. CORFO’s Acquisition Right may be transferred to third parties, which transfer shall include the acceptance by the acquirer of the stipulations set forth in this Clause and the Twenty-Fifth Clause (Dispute Resolution and Arbitration).
(e) | Within the last 6 months of the Term of the Agreement or within 6 months after its termination, CORFO shall have the right to purchase the mining concessions that the Company or any Related Party to it currently holds or may hold in the future on the surface included within Protection Ring 2, in which case, CORFO shall pay the effective and accredited value that the Company or its Related Parties have reasonably incurred in establishing, defending and protecting such mining concessions, which value shall be duly audited and validated by an independent external auditor. SQM declares that it holds mining concessions in Protection Ring 2, which are indicated in Annex 3. The Company shall safeguard with due diligence the ownership of such rights and assets, and shall be subject to a prohibition to enter into acts or contracts without the prior written consent of CORFO. In the event that CORFO and/or the third-party holder of the purchase option right do not exercise it, the Companies and any of its Related Parties are obliged not to extract brine in the referred Protection Ring 2 for a period of 15 years from the termination of the Agreement.In the event that CORFO and/or the third-party holder of the purchase option right exercises such option, they may not extract brine in Protection Ring 2. If the option is transferred to a third party, the third party must accept the stipulations set forth in this Clause and the Twenty-Fifth Clause (Dispute Resolution and Arbitration). |
(f) | The transfer of title to the assets covered by the options in Sections 10.1(b), 10.1(d) and 10.1(e) shall be effected within 90 days of the exercise of the options. The transfer of the assets referred to in Sections 10.1(a) and 10.1(c) shall be effected at the time of termination of the Agreement. In any event, the assets to which these options and rights relate must be acquired and paid for by the acquirer in cash within 180 days after their price has been determined and the acquirer shall not be entitled to take possession of them or exploit them until the price has been fully and finally paid, if any, and the Agreement has been terminated. |
(g) | Within 6 months from the end of the Term of the Agreement, CORFO will have the option to remove free of charge all or part of the remaining slurries and/or wastes with lithium content from the Company’s lithium chemical plants, at its own cost and expense. |
(h) | At the end of the Term of the Agreement, the totality of the brines, salts in ponds, harvested salts, salt stockpile, and any other product or material extracted, whether in process or as a finished product, discard or waste, that |
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remain in the Salar de Atacama, will be the exclusive domain and property of CORFO.
10.2. | At the end of the Term of the Agreement, CORFO shall have the right to demand the payment of rent for finished products of extracted material at that date, which are pending sale and outside the Properties, which the Company shall duly inform CORFO for such purposes. Such rents shall be paid in full to CORFO within 6 months from the termination of the Agreement, whether or not such products have been sold. In the latter case, the rent shall be paid to CORFO based on the sale prices of the products of the last quarter of the Term of the Agreement. |
10.3. | Once the Agreement has ended, the Parties shall have a term of 3 months for the purpose of carrying out the material delivery of the facilities and other assets subject to this Clause, with due regard to the terms established for exercising the different purchase options referred to in this Clause. During such period the Company shall remain responsible for them, and shall deliver the mining properties and other assets free of any occupant. In turn, the Company shall have a term of 12 months to remove all the elements, equipment and installations that it has added or constructed on the Properties that are not Assets Subject to Restitution or the object of the Acquisition Right, as indicated in the inventory to be made for these purposes, without such removal constituting an obligation for the Company. The aforementioned items, equipment and facilities that are not withdrawn by the Company within the aforementioned term, shall pass by right to CORFO’s ownership and shall thereafter be under its exclusive and total control. The Company shall make reasonable efforts so that the removal of the aforementioned assets does not hinder the new operation. |
10.4. | The Company undertakes to return the assets covered by this Clause free of any occupation and impediment that hinders their use, enjoyment and disposition. |
ELEVENTH: Prohibitions.
The Companies shall not:
(a) | Commercialize Lithium Brine extracted from the Properties, except for the following exceptions: |
(i) | if expressly authorized by CORFO; and |
(ii) | in the case where it is intended to be sent abroad for samples without commercialization purposes, but only for technical purposes for the study and design of industrial equipment and plants for the Company’s production process. The Company must previously inform CORFO, attaching the agreement between the Company and the third-party company that will carry out the tests, including all the background information supporting such tests. Shipments of samples abroad shall not exceed a maximum of 150 Mt/year. CORFO shall have the right to receive from the Company the detailed results of the review and design processes that motivated the shipment of the respective |
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samples, subject to the provisions of the Thirteenth and Fourteenth Clauses.
(b) | Dispose of and encumber in any way, and enter into any act or contract that affects the use, enjoyment and disposition, without prior express and written consent of CORFO, of the Assets Subject to Restitution, the assets subject to purchase option, and the assets that may be subject to the Acquisition Right, except in the case of acts or contracts that correspond to the ordinary course of the operation of the Project or to the replacement or refitting of facilities in the normal course of the development of the Project. |
(c) | Extract brine during the Term of the Agreement in the mining concessions of its property that are located within Protection Ring 10. |
(d) | Extract brine from the mining concessions of its property that are located within Protection Ring 2 for a period of 15 years from the expiration of the Term of the Agreement, without the prior written authorization from CORFO. |
(e) | Agree directly or indirectly, with the other operators of the OMA belongings of the Salar de Atacama, without prior authorization from CORFO, ways of operating that mean a joint or integrated operation of both operations; so that its operation is always independent and that there is no facilitation of operational information, business strategies, information systems or common applications and/or people conventions or pacts that represent price agreements and others that by their nature may adversely affect the Rent. This prohibition shall not extend to a possible environmental coordination and/or in the field of conducting joint hydrogeological studies or other commercial agreements that do not infringe upon such prohibition, for the better protection or understanding of the Salar de Atacama. |
TWELFTH: Environmental Compliance.
The Company undertakes to comply with the final resolutions or instructions of the environmental authority or, if applicable, the environmental or ordinary courts, as appropriate, as well as comply with current environmental legislation and the respective RCAs, especially to comply with the compliance program or programs agreed upon by the Company and the SMA with their respective control mechanisms, which guarantee the sustainable management of the Salar. Likewise, the Company undertakes to develop and implement within a period of 18 months from the Commencement Date, a regular and continuous online monitoring information system that allows CORFO and its committees, the competent authorities and supervisory bodies to verify and have access to (i) online information that will be required instantaneously, which will be the one established for each system in the RCA(s), and which relate to continuous measurements of parameters, as well as other variables that allow for the visualization and/or anticipation of a water imbalance in the systems to be protected and (ii) other information that the RCAs need to communicate, which will be uploaded to the system with the frequency that such RCAs establish. Within 30 months from the start date and within the framework of the obligations under Section 16.6
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of the Project Agreement, the Company will develop a system that allows sharing information of environmental relevance and community interest, which will feed the online information system referred to above. The latter system and its content shall be agreed between the Company and the Non-Metallic Mining Committee. In addition, the Company shall collaborate permanently by providing CORFO with the relevant studies that have been carried out to comply with the obligations imposed by the Agreement in this matter free of charge, and other technical, productive, geological, hydrogeological and environmental information that is necessary to adequately understand the information provided by regular monitoring, providing the necessary facilities so that CORFO has expeditious access to such information. CORFO and/or the committee designated by it, may carry out at its own cost environmental, hydrogeological, reserves, reinjection and/or strategic studies in the entire Salar de Atacama basin, for which the Company shall provide all the collaboration and support necessary for the development of such studies, as well as work together in the improvement of a sustainable environmental strategic model and integrated monitoring of the Salar, in which the Company shall participate jointly with CORFO and/or the designated committee. The Company will have the right to review the previous drafts of these studies, in order to have the possibility of including its comments in the reports before their publication to avoid possible errors that could be corrected in a timely manner in the final reports, in cases in which CORFO independently finds merit in the proposed correction. If the Company deems it appropriate, it may send its opinion on the final report to the Public-Private Council of the Non-Metallic Mining Committee, which will publish on its website the CORFO report and the Company’s opinion, as well as any opinion of third parties with an interest in the subject. In the handling of the information referred to in this Clause, CORFO shall be subject to the confidentiality obligations set forth in the Twenty-Third Clause (Confidentiality).
THIRTEENTH: CORFO Representatives.
13.1 | The Parties agree that CORFO shall have representatives before the Company to supervise itself, or through third parties it may designate for such purpose, the performance of the Agreement. For this purpose, the Company, SQM and its Related Parties shall be obliged to safeguard and maintain the information that allows CORFO to easily identify the assets and sales related to the performance of the Agreement, and shall also provide all the documentation, information and commercial data that may be necessary for the aforementioned purpose. Subject to the Company’s confidentiality and security requirements, the representatives shall have the right to audit, make appraisals, take samples, examine, and make copies or extracts of exploration, exploitation, operating, production, financial and commercial records in any form that are stored, whether written, electronic or otherwise, in relation to this Agreement, that are in the possession or under the control of the Company, for the sole purpose of evaluating the Company’s compliance with the obligations set forth in this Agreement. Likewise, the Company, SQM and its Related Parties shall be obliged to provide and deliver to the Representatives all relevant information to verify compliance with the obligations of this Agreement, related to the consignment of products, tolling, joint venture, off-take and commercialization of all products subject to this Agreement, as well as all information related to or concerning the Properties, the Rigo Properties, the Sal and Salar Mining Properties, and the Assets Subject to |
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Restitution, and in respect of which purchase options have been agreed upon, granting the necessary facilities and access to such information at the sole request of CORFO. The Company shall keep such records updated at all times during the Term of the Agreement and for a period of 3 years after its expiration.
13.2 | The Company shall, at any time upon CORFO’s request, make the records available for evaluation and audit as follows: |
(a) | Such records shall be made available during business days and hours at the office of the Company or its facilities, subject to at least three Business Days’ prior written notice. Subject to reasonable confidentiality and security requirements, including prior coordination with the Company, CORFO shall have the authority to enter the Properties and the facilities and plants at any time for the purpose of reviewing and corroborating the information provided by the Company in the areas described above. |
(b) | The costs of any audit performed under these provisions shall be borne by CORFO, unless as a result of the audit substantive information relating to fraud, misrepresentation or noncompliance by the Company is discovered, in which case CORFO may recover the relevant costs from the Company. |
(c) | If as a result of the reviews carried out by CORFO any observations of any kind are generated, CORFO will inform the Company by means of a written communication, stating the reasons on which they are based. The sending of such letter will give rise to the application of the appeals procedure established in this Agreement, subject also to the provisions of the Twenty-Fifth Clause (Dispute Resolution and Arbitration), as applicable. |
(d) | The Company shall provide the facilities for CORFO to implement such systems as it deems appropriate for the proper control of compliance with this Agreement, which, in any case, shall not interfere with the operation of the Company. Such obligations shall constitute a material obligation of this Agreement, to the extent that such obligations have a direct impact and a material effect on the performance of the obligations under this Agreement. CORFO shall communicate in writing to the Company the person or persons designated for such purposes at such time or times as it deems appropriate. |
13.3 | CORFO through its Representatives shall have the right to request from the Company and to access at a minimum the information indicated in the Fourteenth Clause (Access to Information by CORFO), which shall be maintained during the Term of the Agreement and for a period of 3 years after its expiration. |
13.4 | The information that CORFO shall have the right to require from the Company by virtue of this Clause shall not include information of the Company that constitutes a sensitive industrial secret and must be requested with due notice so as not to hinder the normal development of the Company’s operations. |
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FOURTEENTH: Access to Information by CORFO.
CORFO through its Representatives shall have the right to request from the Company and to access at a minimum the information contained in Annex 7.
FIFTEENTH: Preferential Price for Specialized Producers.
15.1. | In line with the efforts made by the State of Chile to attract industries that add value and produce higher value-added goods in the country, the Company agrees that during the entire term of the Agreement, and subject to CORFO’s approval in each case, it will offer its lithium products at the Preferential Price (the “Most Favorable Price Obligation”), to specialized producers, whether public or private, of value-added products including, among others, the production of lithium cathodes, lithium battery components and lithium salts, which carry out their production activities in Chile (“Specialized Producers”). For these purposes, the Preferential Price will be defined after CORFO communicates who these Specialized Producers are, and will consider the specifications and categories of the products and their volumes. Other conditions, such as payment and credit characteristics, if any, shall be negotiated between each Specialized Producer and the Company, under conditions equivalent to those agreed between the Company and other customers. Those companies established in Chile that have developed or acquired technology that allows them to develop value-added products, such as those already mentioned, based on what is produced by the Company by virtue of this Agreement, are considered Specialized Producers. Accordingly, in no case may the preferential sale be allocated by the Specialized Producers or their subsidiaries for the commercialization of products such as lithium carbonate, lithium hydroxide or lithium chloride in any of its grades. |
15.2. | The Most Favorable Price Obligation may not initially exceed fifteen percent of the annual theoretical production capacity of lithium hydroxide and lithium carbonate products, as indicated in Annex 11. Once the aforementioned fifteen percent has been fully allocated, such percentage shall be increased in two point five percent increments annually until reaching twenty-five percent of the annual theoretical production capacity. To make this option effective, CORFO must indicate in writing the company or companies that qualify as Specialized Producers, at least one year prior to the start of these sales. |
15.3. | The Most Favorable Price Obligation shall be formalized by means of a contract signed between the Company and each of the Specialized Producers. In such contract, the parties shall establish, at least, reciprocal rights and obligations, in particular, the Most Favorable Price Obligation of the Company and the obligation of the Specialized Producer to use the lithium products acquired from the Company only for the production of value-added products; the validity of the Most Favorable Price Obligation assumed by the Company in the Agreement, which can only be effective so long as the Specialized Producer status is maintained; the mechanisms for adjusting the percentage of lithium products subject to the Most Favorable Price Obligation, if applicable; and the guarantees to ensure compliance with the parties’ obligations, especially for compliance with the Most Favorable Price Obligation. The Company |
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will not assume liability for changes in the conditions or termination of the contract due to the qualification, changes or loss of the Specialized Producer status as determined by CORFO. CORFO will not be a party to the aforementioned contract, nor will it have any liability for the failure to comply with the Most Favorable Price Obligation or any of the other obligations set forth in the aforementioned contract. However, given the public interest involved in the Most Favorable Price Obligation, CORFO may carry out actions aimed at supervising and verifying compliance with the obligations agreed to by the parties, which shall be expressly set forth in the contract signed by the Company and each Specialized Producer. For the foregoing, CORFO shall be notified of any failure to substantially comply with the contract entered into for these purposes between the Company and the Specialized Producers, whether total or partial, by the affected Specialized Producer or by the Company, as the case may be. The notification must be made in writing to CORFO, indicating the circumstances that constitute the total or partial breach of the obligations, and providing the background information on which it is based. CORFO, through the corresponding administrative act, may revoke or nullify the status of Specialized Producer, in cases it has been contemplated in the administrative act that they qualified as such.
15.4. | Likewise, the breach of the obligation to offer and provide the Most Favorable Price Obligation under the terms of this Clause, shall give rise to the payment of a fine or indemnity as a penalty clause in favor of CORFO, which the Parties assess in advance in the amount of 10 million Dollars. In turn, the breach of the Company’s obligation to comply with the Most Favorable Price Obligation to the Specialized Producer will give rise to the payment of a fine or indemnity as a penalty clause in favor of CORFO, which the Parties assess in advance in the amount equivalent to 3% of the amount of the breached transaction, all this, without prejudice to the liability of the Company towards the Specialized Producer. For the purposes of determining whether an obligation under this Clause has been breached, the Parties shall first resort to the mediation of the Contract Auditor, which shall be carried out within 90 days of being requested by either Party. Once the 90 days have elapsed, any of the Parties may turn to the Arbitral Tribunal. It shall be understood that the Company does not comply or partially complies with the Most Favorable Price Obligation, if at any time during the term of the agreement, it unjustifiably refuses to sell lithium products at the Preferential Price to the Specialized Producer, or unjustifiably sells to the Specialized Producer a percentage of lithium products less than that designated as subject to the Most Favorable Price Obligation. The Company shall identify and reclassify current exports of lithium products into battery grade lithium carbonate, technical grade lithium carbonate, battery grade lithium hydroxide, technical grade lithium hydroxide and other lithium products in order to facilitate the calculation of the Preferential Price. This work will be reported to the National Customs Service so that it will have specific information regarding each product category, so that, within the framework of its powers, the National Customs Service may develop proposals for improvements to the tariff classifications. |
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SIXTEENTH: Force Majeure.
Each Party shall be excused from the performance of its obligations in accordance with this Agreement to the extent such failure is due to a Force Majeure Event and for the duration of the Force Majeure Event, and the Party not affected by the Force Majeure Event shall continue to perform its obligations. The Party affected by a Force Majeure Event shall notify the other Party in writing of the occurrence of the Force Majeure Event within 72 hours of the occurrence of the event or as soon as reasonably possible.
SEVENTEENTH: Company’s Obligation of Boundary Marking.
The Company undertakes to construct, maintain, keep in place and replace at its own expense the boundary markers placed at the vertices of the Properties and the Rigo Properties. Consequently, it is the Company’s obligation to complete and maintain at its own expense the network of physical boundary markers for the entire perimeter of said Properties in accordance with the terms established in Article 118 of the Mining Code. Within a period of 1 year from the Commencement Date, the Company will construct and replace the pending milestones and boundaries at the vertices of the aforementioned appurtenances. For these purposes, to the extent necessary and as required by the Company, CORFO shall, at the request of the Company, grant and deliver such court orders as may be reasonably required by the Company to enable it to comply with this obligation.
EIGHTEENTH: Mandate and Provision of Accounts.
CORFO hereby delegates, grants and confers a broad and irrevocable special mandate or power of attorney to and in favor of the Company, which accepts and is interested in such and for the entire Term of the Agreement in order for the latter to assume the judicial and extrajudicial defense and effectively safeguard the subsistence and integrity, both legal and material, and the exclusive and exclusionary control of each and every one of the Properties, the Rigo Properties, the Sal and Salar Properties and all other Assets Subject to Restitution. The Company shall exercise for such purpose each and every one of the actions, exceptions and other rights enjoyed by the holders of petitions, manifestations, mining exploitation concessions, mining exploration concessions, exploration permits and subterranean water and surface water exploitation rights, among others, to guarantee and defend the control, validity, subsistence, integrity, exclusivity and other aspects that may be applicable in relation to each and every one of such properties. All expenses incurred by the mandate shall be borne by the Company and CORFO shall be exempt from any costs arising from this concept. It is the obligation of the Companies to deliver an annual report and to provide an account of the mandate conferred with respect to all the actions related to the administration, custody, protection, safeguard, and legal and material conservation of the Properties and the Rigo Properties, the Sal and Salar Properties, and the Assets Subject to Restitution; as well as an annual report of the actions related to the administration, custody and protection, safeguard, and legal and material conservation of the mining concessions existing within Protection Ring 10.
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NINETEENTH: External Auditor.
The Parties agree to appoint two external auditors (the “External Auditors”), who will report to CORFO and the Company’s Directors’ Committee regarding the correct, complete and timely compliance with (i) of the Company’s environmental obligations (the “Environmental Auditor “) and (ii) of the Agreement and the Project Agreement (the “Contract Auditor”), with due regard to CORFO’s own supervisory powers under such agreements. The External Auditors will be proposed by CORFO through a list of three candidates, and appointed by the Company. If the Company does not select the External Auditors within 10 Business Days of the presentation of the list of three, CORFO must present a second list of three. If the Company does not select the External Auditors within the same period, the appointment shall be made by the Arbitral Tribunal. The External Auditors shall be paid by CORFO and the Company, in equal parts. The External Auditors, their partners, those who sign the reports, those in charge of directing the audit and all members of the audit team must have independence of judgment with respect to SQM and its Related Parties and CORFO; they must not be providing services simultaneously nor have provided during the last 3 years to the Company and its Related Parties, nor to CORFO or its committees, or competitors of the Company, auditing and/or environmental services respectively. It shall be understood that those that do not engage in the causes for affecting independence of judgment of Articles 243 and 244 of the Securities Market Law have independence of judgment with respect to the Company as an audited entity and its Related Parties. The Contract Auditor must be an accounting auditing firm responsible for annually reviewing compliance with the Agreement in terms of full and timely payment of the Rent and other financial obligations. Without limiting the foregoing, at CORFO’s request, a specific service of collection, processing, systematization and certification of the integrity and authenticity of the information and documentation regarding compliance with the contract, which could be derived from the regular reviews that CORFO carries out in the performance of its functions, may be required. The list of three candidates to be submitted by CORFO as Contract Auditor shall include companies with experience in accounting auditing and revenues for accounting services of at least US$ 1 million per year prior to their hiring. The list of three candidates to be presented by CORFO as potential Environmental Auditor shall include companies with recognized prestige in this area and with revenues for environmental consulting services of at least US$ 1 million the year prior to their hiring. The External Auditors shall issue an annual report, notwithstanding that, at CORFO’s request, a specific review service or a more in-depth analysis that may arise from an audit during the course of the year may be required, in which case, the cost shall be assumed by CORFO. The External Auditors will serve for 3 years. Notwithstanding the foregoing, CORFO or the Directors’ Committee of the Company may terminate in advance, for justified reasons, the term of the contract with the respective auditing firm, appointing a new firm according to the same mechanism stated above for a new three-year term. The Company and CORFO must have access to drafts prior to both audits, so that they have the possibility of including their comments and that they can be annexed to the final report.
TWENIETH: Grounds for Early Termination and Cure Periods.
20.1. | CORFO may terminate the Agreement early, without indemnity or compensation rights for the Companies, in any of the following situations: |
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(a) | The termination, early or otherwise, of the Project Agreement and/or the dissolution or termination of the Company. |
(b) | Voluntary abandonment by the Company of the work related to this Agreement and the Project Agreement, which shall be deemed to have occurred in the event that the Company suspends operations for a period of more than two years and which is not caused by a Force Majeure Event. |
(c) | Insolvency of the Company, meaning: (i) that the Company initiates a reorganization proceeding; (ii) that the Company requests its voluntary liquidation; or (iii) that the compulsory liquidation of the Company is decreed; all in accordance with the provisions of Law No. 20,720. |
(d) | Delinquency or simple delay on the part of the Company in the payment of Rent for two consecutive Rent Periods, or if the Company pays the Rent late five times in a period of two calendar years. |
(e) | The execution of any legal act or the constitution of any lien by the Company or its Related Parties without the prior express, specific and written consent of CORFO on the assets granted, transferred or leased by CORFO to the Company under this Agreement or the Project Agreement, or the assets that have replaced or may replace them in the future, and those in respect of which restitution has been agreed, a purchase option has been granted, or Acquisition Right, and/or those which the Companies have been obligated to transfer upon termination of the Agreement and which jeopardize the referenced restitution, purchase option, Acquisition Right and/or transfer, in full and without encumbrances and obligations related thereto or rights whose restitution has been agreed by CORFO and the Company upon termination of this Agreement and the Project Agreement. The foregoing, in the terms and subject to the provisions of letter (b) of the Eleventh Clause (Prohibitions). |
(f) | If the Company is obligated to make additional payments to CORFO for more than 5 different times due to the use of the Appeals and/or arbitration procedure. |
(g) | Non-payment of mining concession fees for the Properties, the Rigo Properties, and the Sal and Salar Properties. |
(h) | Non-compliance by the Company with the prohibition on commercializing Lithium Brine extracted from the Properties, established in the Twenty-Second Clause (Prohibitions). |
(i) | Application of any final sanction in environmental sanctioning proceedings, including the exercise of any legal recourse proceeding against it, that is relevant and that is due to serious environmental damage that cannot be remedied, mitigated and/or environmentally compensated by the Company, resulting from non-compliance or very serious infringement of environmental regulations or provisions of any RCA and that have been previously |
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forewarned by the Environmental Auditor, without the Company having taken the appropriate measures in due time.
20.2. | The following shall not constitute grounds for early termination of the Agreement: (y) Differences in the payment of Rent in amounts not exceeding 5% of the average annual Rent for the preceding 3 calendar years; (z) failure to pay, deliver or return assets or rights not exceeding 10 million Dollars, or which by their nature do not constitute or are not an asset or assets indispensable for the development, exploitation and benefit of the Properties. |
20.3. | If CORFO believes that the Companies have engaged in the grounds for termination set forth in Sections 20.1(c), 20.1(d), 20.1(e), 20.1(g), and 20.1(h)it may notify the defaulting party by letter delivered by notary public addressed to the attorneys-in-fact designated in this Agreement to receive communications or to those who replace or substitute them, specifying the event, its circumstances and attaching the background information on which it is based. In such event the party charged with default shall remedy the default within a period of (i) 30 Business Days for the reasons in Sections 20.1(c), 20.1(d) and 20.1(h), and (ii) 90 Business Days for the reasons in Sections 20.1(e) and 20.1(g). If the default is not remedied within the said period CORFO may terminate the Agreement by giving notice of termination. The foregoing is limitation of any other action or right of CORFO. |
TWENTY-FIRST: Guaranty and Joint and Several Co-Debt.
Sociedad Química y Minera de Chile S.A. establishes itself as guarantor and joint and several co-debtor in favor of CORFO, for all the obligations assumed by the Company under this Agreement, especially those of payment of the Rent and mining concession fees, accepting as of now the extensions, agreements and/or renewals that may be agreed or granted to the Company with respect to these obligations by CORFO.
TWENTY-SECOND: Term.
The present consolidated text of the Agreement shall be in force from the Commencement Date and until December 31, 2030 or any other date prior to that which may be agreed by the Parties or which results from the application of the Twentieth Clause (Causes for Early Termination and Remediation Period) (the “Term of the Agreement”).
TWENTY THIRD: Confidentiality.
23.1. | Given that CORFO under this Agreement will have access to relevant information and background on the Companies, which implies the management and knowledge of confidential and sensitive information of the Companies, CORFO agrees to maintain under strict reserve and confidentiality the information that the Company delivers to it on the occasion of the execution of the Agreements. In addition, and in order to avoid that such information may be known by third parties and especially by competitors of the Company, and in order to prevent any risk of infringement of Decree Law 211 of 1973, which establishes Rules for the Defense of Free Competition. CORFO undertakes to use its best efforts so that its executives, |
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directors, representatives, employees, lawyers, consultants, advisors or other representatives are subject to the same obligations of confidentiality, with CORFO responding in any case for a breach by any of them. The foregoing excludes information that must be delivered by law or in compliance with a court order or any administrative or supervisory authority legally empowered to require such delivery, in which case, CORFO will give advance written notice to the Company of such requirement, except in those cases in which CORFO is legally prohibited from giving such notice to the Company.
23.2. | The Parties shall ensure that the External Auditors are subject to the same obligations contained in this Clause. |
23.3. | The obligations under this Clause shall remain in force for the entire Term of the Agreement and shall survive for the 5 years following its termination. |
TWENTY-FOURTH: Agreement Modifications.
Any total or partial modification of or of any of the terms of this Agreement shall only take effect to the sole and exclusive extent that it has been previously agreed and authorized in writing and in such = express sense by the Parties.
TWENTY-FIFTH: Dispute Resolution and Arbitration.
All difficulties or disputes relating to this Agreement, including, without limitation, those relating to its performance or breach, application, interpretation, validity or invalidity, enforceability, nullity or resolution, determination of damages in connection with its breach and questions relating to the tribunal’s own jurisdiction and venue, shall be resolved by an arbitral tribunal composed of three mixed arbitrators, that is, arbitrators as to procedure and arbitrators ruling in judgment (the “Arbitral Tribunal”), in accordance with the Arbitration Procedural Rules of the Arbitration and Mediation Center of the Santiago Chamber of Commerce A.G. in effect on the date the arbitration proceeding commences. If, together with an arbitration under this Agreement, a dispute arises in relation to the Project Agreement, both disputes shall be heard by the same arbitral tribunal, and both proceedings shall be joined to end with a single judgment. The Party requesting arbitration shall appoint the first arbitrator together with its request for arbitration to the Arbitration and Mediation Center of the Santiago Chamber of Commerce A.G. and shall communicate to the other party the name of the arbitrator appointed and the request made to the CAM. The other Party shall appoint the second arbitrator within 15 days of being notified of the request for arbitration and the name of the arbitrator appointed by the other party. The two arbitrators appointed by the Parties shall appoint the third arbitrator within 15 days after the notification of the appointment of the second arbitrator. In the event that (i) the other Party fails to appoint an arbitrator or (ii) the two arbitrators appointed by the Parties fail to reach an agreement with respect to the appointment of a third arbitrator within the time limits set forth above, it shall be the duty of the Santiago Chamber of Commerce A.G. to appoint the second arbitrator and third arbitrator, or only the latter, as the case may be, for which purpose the Parties grant special and irrevocable power of attorney to the Santiago Chamber of Commerce A.G. so that, at the written request of any of the Parties, it may appoint the mixed arbitrators from
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among the lawyers who are members of the arbitration body of the CAM. Together with the appointment of each arbitrator, the Parties shall have the right to veto, without cause, up to a maximum of three of the arbitrators of the aforementioned arbitration body. If, for any reason, the Santiago Chamber of Commerce A.G. is unable to fulfill its mandate, the appointment of the second and/or third arbitrator, as the case may be, shall be made by any of the judges on duty in civil matters of the commune of Santiago, and the appointment shall be made by a person who has served as an attorney member of the Supreme Court for at least three years, or by a person who, at the time of the appointment, has been a member of the Supreme Court for at least three years, or in a person who at the time of the commitment is a professor of civil law or commercial law at the law schools of the Universidad de Chile or Pontificia Universidad Católica de Chile, based in Santiago, for at least five years.
The arbitration proceedings shall be conducted in the city of Santiago and in a confidential manner, and the appointed arbitrators and the Parties shall be prohibited from communicating to third parties the terms of the arbitration and the background information presented therein or brought to the attention of the Arbitral Tribunal by the opposing party, except to the extent that such communication is necessary for the purposes of the legal proceedings requested or carried out by the Parties or constituting a legal requirement. There will be no recourse against a final judgment of the Arbitral Tribunal, except in the case of a complaint, a cassation appeal on the grounds of ultrapetita or incompetence, and an appeal for clarification, rectification or amendment. In the case of other decisions, an appeal for reconsideration may proceed. The existence of a dispute or controversy regarding the performance or non-performance of the Agreement shall not authorize the Parties to unilaterally suspend the performance of their reciprocal obligations, subject to the Arbitral Tribunal’s decision. In the event of the expiration of the time for the Arbitral Tribunal to exercise its jurisdiction, unless otherwise agreed by the Parties, a new Arbitral Tribunal shall be appointed in the same manner as the first Arbitral Tribunal was appointed, which shall continue the proceedings in the state in which they were at the expiration of the time limit of the first Arbitral Tribunal, all the proceedings before the first Arbitral Tribunal being valid and effective. In this case, the new Arbitral Tribunal to be appointed shall be composed of persons other than those who were members of the tribunal which failed to perform its duties within the term.
TWENTY SIXTH: Anti-Corruption Regulations.
The Parties represent and warrant that they comply with and undertake to comply with applicable laws, including laws prohibiting bribery, money laundering, financing of terrorism and the receipt of stolen goods, contained in the laws of Chile (the “Anti-Corruption Laws”). CORFO declares that it is an agency of the Chilean State Administration, and as such, it is subject to the Constitution, the laws of the Republic and its own rules and regulations, which include CORFO’s Crime Prevention Manual and Code of Ethics.
The Parties shall adopt the measures, within the sphere of their competences, aimed at ensuring that the assets coming directly or indirectly from the Company, or those to which it has access by virtue of this Agreement, whatever their nature, are not used for illegal purposes or as part of any crime under the Anti-Corruption Laws. It is the intention of the Parties that no payments or transfers of value that have the object or effect of bribery or, in general, actions or uses of goods or monies in relation to public or private entities or officials that
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constitute the performance of illegitimate or improper acts in accordance with the Anti-Corruption Laws shall be made.
The Parties represent that they have not made or promised to make, and agree not to make or promise to make, in connection with this Agreement, any payment or transfer of anything of value, directly or indirectly, if such payment or transfer would violate the laws of the country in which it is made or the Anti-Corruption Laws: (i) to any person working for the State, a government, public entity (including employees of corporations owned or controlled by the State) or public international organization; (ii) to any political party, political party official or candidate; (iii) to an intermediary for payment to any of the foregoing; (iv) to any officer, director, employee or representative of any actual or potential customer of SQM and its Related Parties; (v) to any officer, director or employee of SQM or any of its Related Parties; or (vi) to any other person or entity.
No representative, employee, contractor or consultant of the Parties shall be authorized under any circumstances, nor under the instruction of the Companies or their employees or representatives, to perform any of the activities prohibited by the Anti-Corruption Laws, the CORFO Crime Prevention Manual and Code of Ethics, or any other applicable law, not even under the pretext of complying with the Company’s instructions or creating a benefit for the Company.
The Parties shall prepare and maintain accurate accounting books and records relating to payments made in connection with this Agreement. The Parties shall develop and maintain a system of internal accounting controls sufficient to comply with the accounting requirements and laws of Chile, including the Anti-Corruption Laws.
Each Party shall inform the other Party in a timely manner and in writing if, at any time, s any of the statements made in this Clause change or it becomes aware of a situation that may result in a breach of this Clause.
TWENTY SEVENTH: CORFO’s Cooperation with the Company.
CORFO will cooperate in good faith with the efforts of SQM and/or the Company to develop the project that is the object of this Agreement. Without limiting the generality of the foregoing, CORFO will grant, in appropriate cases, such documents as the Company may reasonably request and, by virtue of the principle of collaboration and coordination of public agencies, and always within the scope of its powers, will carry out before governmental agencies, such actions as may be appropriate for the Project. The Company acknowledges and agrees that, except as otherwise provided under applicable law, neither CORFO nor its representatives shall have any liability or obligation under this Clause, nor shall CORFO or its representatives be obligated or required to perform any of the Company’s obligations under this Agreement, the Project Agreement or the RCAs.
TWENTY-EIGHTH: CORFO Board Agreement.
CORFO puts on record that it agrees to sign this Agreement in accordance with the provisions of Council Agreement No. 2,988/2018, dated January 12, 2018.
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TWENTY-NINTH: Power to Bearer and Power to Rectify.
The Parties empower the bearer of an authorized copy of this Agreement to request and obtain the appropriate inscriptions, subinscriptions, annotations and cancellations in the pertinent Registries of the corresponding Registrars. Notwithstanding the foregoing, the Parties grant power of attorney to Mr. Pablo Lagos Puccio and Mrs. Eliana Muñoz Zoffoli so that either one of them, together with any one of Mr. Nicolás Luco Illanes and Mr. Gonzalo Aguirre Toro, and in order to obtain the corresponding inscriptions, may sign on behalf of their principals the public or private instruments required to specify, clarify, rectify, or add to this deed in relation to the individualization and specification of the Properties or their titles and to clarify, rectify or add to the information, background or quotations of deeds, registrations or any other kind related to them, being able to grant one or more minutes in accordance with the provisions of the regulations of the applicable conservatory registry.
THIRTIETH: Notices.
Until written notice specifying a different address is given, any notice with respect to the Agreement and the Documents shall be deemed to have been duly given if delivered personally or by registered letter addressed to:
(a) | The Chief Executive Officer of SQM Salar S.A., SQM Potasio S.A. and Sociedad Química y Minera de Chile S.A., at the address of El Trovador 4285, 6th Floor, Las Condes, with a copy to the Vice-President of Legal, at the same address. |
(b) | The Executive Vice President of CORFO at the address of Moneda 921, 8th Floor, Santiago, Chile. |
Notice by public or private mail company, with certification and guarantee of delivery shall be deemed to have been given on the day duly certified by such company.
THIRTY-FIRST: Representation and Warranties.
Each Party to this Agreement represents and warrants to the other with respect to itself that:
(a) | It is an entity duly organized and existing under the laws of its jurisdiction of formation and has full right, power and authority to enter into and perform its obligations under this Agreement and the Documents, that the execution, delivery and performance of this Agreement and the Documents have been validly authorized and that the obligations contained in this Agreement and the Documents are legally valid and enforceable in accordance with their terms. |
(b) | The performance by the Company of this Agreement and the other documents supplemental hereto and the performance of the obligations contemplated therein are not in conflict with or in violation of and do not violate or infringe upon any statute, regulation, judgment, order, decree, contract, mortgage, agreement, mineral concession or right, deed of trust, deed or other instrument to which it is a party or by which any of its property or assets is pledged and does not result in the creation or imposition of any lien, charge, claim or pledge on its property or assets. |
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(c) | No authorization, filing or approval is required in connection with the execution, delivery and performance of this Agreement and the Project Agreement except for the authorization of CCHEN. All the previous representations and warranties mentioned herein are deemed material, essential and controlling for the execution of this Agreement and the rights of the respective Parties to this Agreement and the Documents in connection with such representations and warranties shall survive the execution and delivery of this Agreement and the performance of all or any part of its provisions. |
(d) | The Company will use its best efforts to submit and comply with tax regulations relating to advance pricing arrangements involving lithium and potassium products. |
THIRTY-SECOND: Applicable Law.
This Agreement shall be governed by Chilean law.
THIRTY-THIRD: Expenses.
All notary fees and expenses incurred in connection with the execution of this Agreement shall be borne by the Company.
THIRTY- FOURTH: Interpretation.
In this Agreement, the following shall be understood, unless the context otherwise requires:
(a) | Headings are for convenience only and shall not affect the interpretation of this Agreement; |
(b) | Unless otherwise specified, references to “Clauses”, “Sections” and “Annexes” constitute references to the clauses, sections and annexes of this Agreement; |
(c) | Each and every one of the Annexes are part of this Agreement for all legal and contractual purposes, and are formalized together with this deed under number 202. |
(d) | The expression “days” means calendar days, notwithstanding the foregoing, in the event that a term expires on a Saturday, Sunday or holiday, the term shall be extended until the immediately following business day, and the expression “Business Days” has the meaning indicated in the Fifth Clause (Definitions); |
(e) | References to any Party or governmental entity named in this Agreement shall include its successors or permitted assigns; |
(f) | The reference to plural shall have the same meaning as the singular defined above, and vice versa; and |
(g) | Reference to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement, as amended, supplemented or replaced from time to time, if such amendment, supplement or replacement is |
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specifically authorized by this Agreement in accordance with its terms, and as applicable, subject to compliance with the requirements contained herein.
(h) | In numerical expressions and amounts of money, a period is used to separate thousands, and a comma is used to indicate decimals. |
(i) | With respect to securities or indexes used in this Agreement: (i) If at any time during the Term of the Agreement any index used in this Agreement ceases to be published and is not replaced as indicated in this Agreement, the Parties, acting in good faith, shall agree on the mechanism to replace it, applying to that effect parameters equivalent to those considered in the original indexes; and (ii) If any index or value is published with any error, and this is corrected within the following twelve months, then the Parties shall correct the value or index by proceeding to the corresponding re-statements. |
(j) | The conversion of the various lithium products shall be governed by the equivalency factors set forth in Annex 10. |
FIRST TRANSITORY: Properties.
CORFO owns the following 28,054 OMA mining properties, each with an area of five hectares, located in the Salar de Atacama, commune of San Pedro de Atacama, Antofagasta Region: OMA Mining Properties two thousand four hundred and fifty-six to two thousand five hundred and ten. OMA Mining Properties two thousand eight hundred and thirty-one to two thousand eight hundred and ninety-five. OMA Mining Properties three thousand two hundred and six to three thousand two hundred and eighty. OMA Mining Properties three thousand five hundred eighty-one to three thousand six hundred eighty-eighty. OMA Mining Properties three thousand nine hundred and fifty-one to four thousand one hundred and eighty. OMA Mining Properties four thousand three hundred and thirty-one to four thousand five hundred and sixty. OMA Mining Properties four thousand seven hundred and one to four thousand nine hundred and forty. OMA Mining Properties five thousand eighty-one to five thousand three hundred and twenty. OMA Mining Properties five thousand four hundred and forty-one to five thousand seven hundred. OMA Mining Properties five thousand eight hundred twenty-one to six thousand eighty-one. OMA Mining Properties six thousand one hundred ninety-one to six thousand four hundred sixty. OMA Mining Properties six thousand five hundred seventy-one to six thousand eight hundred forty. OMA Mining Properties six thousand nine hundred and forty-one to seven thousand two hundred and twenty. OMA Mining Properties seven thousand three hundred twenty-one to seven thousand five hundred ninety. OMA Mining Properties seven thousand six hundred ninety-one to seven thousand nine hundred sixty. OMA Mining Properties eight thousand seventy-one to eight thousand three hundred and thirty. OMA Mining Properties eight thousand four hundred and forty-one to eight thousand six hundred and fifty. OMA Mining Properties eight thousand six hundred seventy-one to eight thousand seven hundred five. OMA Mining Properties eight thousand eight hundred twenty-one to nine thousand thirty. OMA Mining Properties nine thousand fifty-one to nine thousand eighty. OMA Mining Properties nine thousand one hundred ninety-one to nine thousand four hundred. OMA Mining Properties nine thousand four hundred and thirty-one to nine thousand four hundred and fifty-five. OMA Mining Properties nine
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thousand five hundred and seventy-one to nine thousand seven hundred and eighty. OMA Mining Properties nine thousand eight hundred and eleven to nine thousand eight hundred and thirty-five. OMA Mining Properties nine thousand nine hundred forty-one to ten thousand one hundred and fifty. OMA Mining Properties ten thousand three hundred twenty-one to ten thousand five hundred twenty-one. OMA Mining Properties ten thousand six hundred ninety-one to ten thousand nine hundred. OMA Mining Properties eleven thousand seventy-one to eleven thousand two hundred and eighty. OMA Mining Properties eleven thousand four hundred and forty-one to eleven thousand six hundred and fifty. OMA Mining Properties eleven thousand eight hundred twenty-one to twelve thousand thirty. OMA Mining Properties twelve thousand one hundred ninety-one to twelve thousand four hundred. OMA Mining Properties twelve thousand five hundred seventy-one to twelve thousand seven hundred eighty. OMA Mining Properties thirteen thousand one hundred and fifty-one to thirteen thousand four hundred and seventy. OMA Mining Properties thirteen thousand eight hundred and fifty-one to fourteen thousand one hundred and seventy. OMA Mining Properties fourteen thousand five hundred and fifty-one to fourteen thousand eight hundred and sixty. OMA Mining Properties fifteen thousand two hundred and fifty-one to fifteen thousand five hundred and sixty. OMA Mining Properties fifteen thousand nine hundred and fifty-one to sixteen thousand two hundred and sixty. OMA Mining Properties sixteen thousand six hundred and fifty-one to sixteen thousand nine hundred and sixty. OMA Mining Properties seventeen thousand three hundred and fifty-one to seventeen thousand six hundred and sixty. OMA Mining Properties eighteen thousand and fifty-one to eighteen thousand three hundred and sixty. OMA Mining Properties eighteen thousand seven hundred and fifty-one to nineteen thousand sixty. OMA Mining Properties nineteen thousand four hundred and fifty-one to nineteen thousand seven hundred and sixty. OMA Mining Properties twenty thousand one hundred and fifty-one to twenty thousand four hundred and sixty. OMA Mining Properties twenty thousand eight hundred and fifty-one to twenty-one thousand one hundred and sixty. OMA Mining Property twenty-one thousand five hundred and fifty-one to twenty-one thousand eight hundred and sixty. OMA Mining Property twenty-two thousand two hundred and fifty-one to twenty-two thousand five hundred and sixty. OMA Mining Property twenty-two thousand nine hundred and fifty-one to twenty-three thousand two hundred and sixty. OMA Mining Properties twenty-three thousand six hundred and fifty-one to twenty-three thousand nine hundred and sixty. OMA Mining Properties thirty thousand four hundred eleven to thirty thousand four hundred twenty. OMA Mining Properties twenty-four thousand three hundred and fifty-one to twenty-four thousand six hundred and fifty. OMA Mining Properties twenty-five thousand and fifty-one to twenty-five thousand three hundred and fifty. OMA Mining Properties twenty-five thousand seven hundred and fifty-one to twenty-six thousand fifty. OMA Mining Property twenty-six thousand four hundred and fifty-one to twenty-six thousand seven hundred and fifty. OMA Mining Properties twenty-seven thousand one hundred and fifty-one to twenty-seven thousand four hundred and fifty. OMA Mining Property twenty-seven thousand eight hundred and fifty-one to twenty-eight thousand one hundred and fifty. OMA Mining Property twenty-eight thousand five hundred and fifty-one to twenty-eight thousand eight hundred and fifty. OMA Mining Property twenty-nine thousand two hundred and fifty-one to twenty-nine thousand five hundred and fifty. OMA Mining Properties twenty-nine thousand nine hundred and fifty-one to thirty-three thousand two hundred and fifty. OMA Mining Properties thirty thousand six hundred and fifty-one to thirty thousand nine hundred and fifty. OMA Mining Properties thirty-one thousand one hundred and eleven to thirty-one thousand one hundred and twenty. OMA
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Mining Properties thirty-one thousand three hundred and fifty-one to thirty-one thousand six hundred and fifty. OMA Mining Properties thirty-one thousand eight hundred eleven to thirty-one thousand eight hundred twenty. OMA Mining Properties thirty-two thousand fifty-one to thirty-two thousand three hundred and fifty. OMA Mining Properties thirty-two thousand five hundred eleven to thirty-two thousand five hundred twenty. OMA Mining Properties thirty-two thousand seven hundred and fifty-one to thirty-three thousand fifty. OMA Mining Properties thirty-three thousand two hundred and one to thirty-three thousand two hundred and twenty. OMA Mining Properties thirty-three thousand four hundred and fifty-one to thirty-three thousand seven hundred and fifty. OMA Mining Properties thirty-three thousand nine hundred and one to thirty-three thousand nine hundred and twenty. OMA Mining Properties thirty-four thousand one hundred and fifty-one to thirty-four thousand four hundred and fifty. OMA Mining Properties thirty-four thousand five hundred ninety-one to thirty-four thousand six hundred twenty. OMA Mining Properties thirty-four thousand nine hundred twenty-one to thirty-five thousand two hundred twenty. OMA Mining Properties thirty-five thousand three hundred and sixty-one to thirty-five thousand three hundred and ninety. OMA Mining Properties thirty-five thousand six hundred ninety-one to thirty-five thousand nine hundred ninety. OMA Mining Properties thirty-six thousand one hundred twenty-one to thirty-six thousand one hundred sixty. OMA Mining Properties thirty-six thousand four hundred and sixty-one to thirty-six thousand seven hundred and sixty. OMA Mining Properties thirty-six thousand eight hundred ninety-one to thirty-six thousand nine hundred thirty. OMA Mining Properties thirty-seven thousand two hundred and thirty-one to thirty-seven thousand five hundred and thirty. OMA Mining Properties thirty-seven thousand six hundred sixty-one to thirty-seven thousand seven hundred. OMA Mining Properties thirty-eight thousand one to thirty-eight thousand three hundred. OMA Mining Properties thirty-eight thousand four hundred thirty-one to thirty-eight thousand four hundred seventy. OMA Mining Properties thirty-eight thousand seven hundred seventy-one to thirty-nine thousand seventy-one to thirty-nine thousand seventy. OMA Mining Properties thirty-nine thousand one hundred ninety-one to thirty-nine thousand two hundred forty. OMA Mining Properties thirty-nine thousand five hundred forty-one to thirty-nine thousand eight hundred forty. OMA Mining Properties thirty-nine thousand nine hundred and sixty-one to forty-one thousand ten. OMA Mining Properties forty thousand three hundred and eleven to forty thousand six hundred and ten. OMA Mining Properties forty thousand seven hundred twenty-one to forty thousand seven hundred eighty. OMA Mining Property forty-one thousand eighty-one to forty-one thousand three hundred and eighty-one to forty-one thousand three hundred and eighty. OMA Mining Properties forty-one thousand four hundred ninety-one to forty-one thousand five hundred fifty. OMA Mining Properties forty-one thousand eight hundred and fifty-one to forty-two thousand one hundred and fifty. OMA Mining Property forty-two thousand two hundred and fifty-one to forty-two thousand two hundred and ninety. OMA Mining Property forty-two thousand five hundred and fifty-one to forty-two thousand eight hundred and fifty. OMA Mining Property forty-two thousand nine hundred and fifty-one to forty-two thousand nine hundred and ninety. OMA Mining Properties forty-three thousand two hundred and fifty-one to forty-three thousand five hundred and fifty. OMA Mining Properties forty-three thousand six hundred and eleven to forty-three thousand six hundred and ninety. OMA Mining Properties forty-three thousand nine hundred and fifty-one to forty-four thousand two hundred and fifty. OMA Mining Properties forty-four thousand three hundred and eleven to forty-four thousand three hundred and ninety. OMA Mining Properties forty-four thousand six hundred and fifty-one to forty-four thousand nine
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hundred and fifty. OMA Mining Properties forty-five thousand eleven to forty-five thousand ninety. OMA Mining Properties forty-five thousand three hundred and fifty-one to forty-five thousand six hundred and fifty. OMA Mining Property forty-five thousand seven hundred and eleven to forty-five thousand seven hundred and eighty. OMA Mining Property forty-six thousand fifty-one to forty-six thousand three hundred and sixty. OMA Mining Properties forty-six thousand four hundred and one to forty-six thousand four hundred and eighty. OMA Mining Properties forty-six thousand seven hundred and fifty-one to forty-seven thousand sixty. OMA Mining Property forty-seven thousand one hundred and one to forty-seven thousand one hundred and seventy. OMA Mining Properties forty-seven thousand four hundred and fifty-one to forty-seven thousand eight hundred and seventy. OMA Mining Property forty-eight thousand one hundred and fifty-one to forty-eight thousand five hundred and sixty. OMA Mining Property forty-eight thousand eight hundred and fifty-one to forty-nine thousand two hundred and sixty. OMA Mining Properties forty-nine thousand five hundred and fifty-one to forty-nine thousand nine hundred and fifty. OMA Mining Properties fifty thousand two hundred and fifty-one to fifty thousand six hundred and fifty. OMA Mining Properties fifty thousand nine hundred and fifty-one to fifty-one thousand three hundred and forty. OMA Mining Properties fifty-one thousand six hundred and fifty-one to fifty-two thousand forty. OMA Mining Properties fifty-two thousand three hundred and fifty-one to fifty-two thousand seven hundred and thirty. OMA Mining Properties fifty-three thousand and fifty-one to fifty-three thousand and four hundred and thirty. OMA Mining Properties fifty-three thousand seven hundred and fifty-one to fifty-four thousand one hundred and twenty. OMA Mining Properties fifty-four thousand four hundred and fifty-one to fifty-four thousand eight hundred and twenty. OMA Mining Properties fifty-five thousand one hundred and fifty-one to fifty-five thousand five hundred and fifteen. OMA Mining Properties fifty-five thousand eight hundred and fifty-one to fifty-six thousand two hundred and fifteen. OMA Mining Properties fifty-six thousand five hundred and fifty-one to fifty-six thousand seven hundred and seventy. OMA Mining Properties fifty-nine thousand three hundred ninety-one to fifty-nine thousand four hundred sixty. OMA Mining Properties fifty-six thousand eight hundred and one to fifty-six thousand nine hundred and fifteen. OMA Mining Properties fifty-seven thousand two hundred and fifty-one to fifty-seven thousand four hundred and seventy. OMA Mining Properties fifty-seven thousand five hundred and thirty-one to fifty-seven thousand six hundred and ten. OMA Mining Properties fifty-seven thousand nine hundred and fifty-one to fifty-seven thousand nine hundred and fifty-nine. OMA Mining Properties fifty-seven thousand nine hundred and seventy-four to fifty-eight thousand one hundred and seventy. OMA Mining Properties fifty-eight thousand two hundred and forty-one to fifty-eight thousand three hundred and ten. OMA Mining Properties fifty-eight thousand six hundred and fifty-one to fifty-eight thousand six hundred and fifty-nine. OMA Mining Properties fifty-eight thousand six hundred ninety-two to fifty-eight thousand eight hundred sixty. OMA Mining Properties fifty-eight thousand nine hundred and fifty-one to fifty-nine thousand. OMA Mining Properties fifty-nine thousand four hundred seventy-six to fifty-nine thousand five hundred sixty. OMA Mining Properties fifty-nine thousand six hundred fifty-one to fifty-nine thousand seven hundred.
SECOND TRANSITORY: Sal and Salar properties.
CORFO is owner of the properties of 5 hectares each, located in the commune of San Pedro de Atacama, province of El Loa, Region of Antofagasta, Republic of Chile, which are owned
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by CORFO and registered in its name, as follows: (i) Sal One from one to twenty, registered on pages 1872, number 384, of the Property Register of the Calama Mining Registry corresponding to the year 2012; (ii) Sal Two from one to ten, registered on pages 1873, number 385, of the Property Register of the Calama Mining Registry corresponding to the year 2012; (iii) Sal One from one to five, registered on pages 1862, number 374, of the Property Register of the Calama Mining Registry corresponding to the year 2012; (iv) Salar Second from one to five, recorded on page 1863, number 375, of the Property Register of the Calama Mining Registry for the year 2012; (v) Salar Third from one to twenty-five, recorded on page 1864, number 376, of the Property Register of the Calama Mining Registry for the year 2012; (vi) Salar Fourth from one to twenty-five, registered in page 1865, number 377, of the Property Register of the Calama Mining Registry corresponding to the year 2012; (vii) Salar Fifth from one to twenty-five, registered in page 1866, number 378, of the Property Register of the Calama Mining Registry corresponding to the year 2012; (viii) Salar Sixth from one to twenty-five, registered in page 1867, number 379, of the Property Register of the Calama Mining Registry corresponding to the year 2012; (ix) Salar Seventh from one to twenty-five, registered in page 1868, number 380, of the Property Register of the Calama Mining Registry corresponding to the year 2012; (x) Salar Eighth from one to twenty-five, registered in page 1869, number 381, of the Property Register of the Mining Conservatory of El Loa-Calama corresponding to the year 2012; (xi) Salar Ninth from one to twenty-five, recorded on page 1870, number 382, of the Mining Property Register of the Calama Mining Registry for the year 2012 and (xii) Salar Tenth from one to ten, recorded on page 1871, number 383, of the Property Register of the Calama Mining Registry for the year 2012.
Capacity: The capacity of Mr. Eduardo Bitrán Colodro to act for and on behalf of Corporación de Fomento de la Producción is recorded in Decree number eighty-one of the Ministry of Economy, Development and Tourism dated March 18, 2014. The capacity of Mr. Patricio de Solminihac Tampier and Mr. Ricardo Ramos Rodríguez, to act for and on behalf of Sociedad Química y Minera de Chile S.A., is recorded in a public deed dated January 12, 2018, executed in this notary’s office. The capacity of Mr. Patricio de Solminihac Tampier and Mr. Ricardo Ramos Rodríguez, to act for and on behalf of SQM Salar S.A., is recorded in a public deed dated January 12, 2018, executed in this notary’s office. The capacity of Mr. Patricio de Solminihac Tampier and Mr. Ricardo Ramos Rodríguez, to act for and on behalf of SQM Potasio S.A., is evidenced by a public deed dated January 12, 2018, executed in this notary’s office. The aforementioned instruments are valid, are currently in force, allow the entering into and execution of this document in the terms described herein and are not inserted at the express request of the appearing parties.
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Exhibit 10.2
CONSOLIDATED AND UPDATED TEXT OF THE AGREEMENT FOR THE
SALAR DE ATACAMA PROJECT 1
CORPORACIÓN DE FOMENTO DE LA PRODUCCIÓN
AND
SQM POTASIO S.A. AND OTHERS
Agreement Index
FIRST: General Background. | 1 |
SECOND: Considerations. | 2 |
THIRD: Introduction. | 3 |
FOURTH: Definitions. | 4 |
FIFTH: Lithium Reserves, Residual Brine Management and Future Lithium Recovery. | 9 |
SIXTH: Agreements between the Parties. | 9 |
SEVENTH: Representation and Warranties. | 12 |
EIGHTH: Implementation of the Agreements. | 13 |
NINTH: Force Majeure. | 13 |
TENTH: Environmental Compliance. | 13 |
ELEVENTH: Special Rules on Lithium. | 14 |
TWELFTH: Prior Authorization from CCHEN. | 17 |
THIRTEENTH: Restitution, Transfer and Acquisition Right. | 18 |
FOURTEENTH: Maricunga Option. | 21 |
FIFTEENTH: Research and Development Efforts in Chile. | 21 |
SIXTEENTH: Communities and Regional Development. | 23 |
SEVENTEENTH: Corporate Governance of the Company. | 24 |
EIGHTEENTH: External Auditor. | 26 |
NINETEENTH: CORFO Representatives. | 27 |
TWENTIETH: CORFO’s Cooperation with the Company. | 28 |
1 This version considers (i) the Modification, Consolidated and Updated Text of the Agreement for the Salar de Atacama Project, dated January 17, 2018, granted at the Santiago Notary Office of María Soledad Santos Muñoz, Book No. 706-2018; (ii) the amendment to such agreement, granted at the same notary office and dated March 8, 2018, Book No. 2906-2018; (iii) the Agreement Modification dated January 8, 2020, granted at the Santiago Notary Office of María Soledad Santos Muñoz, Book No. 236-2020; and (iv) the Agreement Modification for the Salar de Atacama Project dated December 1, 2020, granted at the Santiago Notary Office of María Soledad Santos Muñoz, Book No. 11.589-2020.
TWENTY-FIRST: Anti-Corruption Regulations. | 28 |
TWENTY-SECOND: Prohibitions. | 29 |
TWENTY-THIRD: Grounds for Early Termination and Cure Periods. | 30 |
TWENTY-FOURTH: Guaranty. | 32 |
TWENTY-FIFTH: Term. | 32 |
TWENTY SIXTH: New Contracting Party or Operator. | 32 |
TWENTY SEVENTH: Confidentiality. | 32 |
TWENTY-EIGHTH: Dispute Resolution and Arbitration. | 33 |
TWENTY-NINTH: Notices. | 34 |
THIRTIETH: Access to Information. | 35 |
THIRTY-FIRST: Agreement Modifications. | 35 |
THIRTY-SECOND: Applicable Law. | 35 |
THIRTY THIRD: Expenses. | 35 |
THIRTY-FOURTH: Interpretation. | 35 |
THIRTY-FIFTH: Capacity. | 36 |
| ii | SQM - Corfo Project Agreement |
CONSOLIDATED AND UPDATED TEXT OF THE CONTRACT FOR THE
SALAR DE ATACAMA PROJECT
CORPORACIÓN DE FOMENTO DE LA PRODUCCIÓN
AND
SQM POTASIO S.A. AND OTHERS
IN SANTIAGO DE CHILE, on January 17, 2018, before me, CARMEN HORTENSIA SOZA MUÑOZ, attorney at law, Notary Public, Acting Holder Mrs. María Soledad Santos Muñoz, of the Seventh Notary Office of Santiago, appointed by the Illustrious Court of Appeals of Santiago by decree number 11-2018, dated January 4 of the current year; with office at 1161 Agustinas Street, mezzanine, commune and city of Santiago, appear: Mr. Patricio de Solminihac Tampier, Chilean, married, civil engineer, national identity card No. 6,263,302-6, and Mr. Ricardo Ramos Rodríguez, Chilean, divorced, civil engineer, national identity card No. 8,037,690-1, on behalf of SQM POTASIO S.A., sociedad anónima, tax identification number No. 96,651,060-9; SOCIEDAD QUÍMICA Y MINERA DE CHILE S.A., sociedad anónima, tax identification number 93,007,000-9; and SQM SALAR S.A., sociedad anónima, tax identification number 79,626,800-K; all of the above domiciled at 4285 El Trovador Street, 6th Floor, Las Condes, in this city, on one hand; and on the other, CORPORACIÓN DE FOMENTO DE LA PRODUCCIÓN, tax identification number 60,706,000-2, a Chilean organization autonomous from the State, duly represented, as will be evidenced, by its Executive Vice President Mr. Eduardo Bitrán Colodro, Chilean, married, civil engineer, national identity card number 7,950,535-8, both domiciled for these purposes at 921 Moneda Street in this city, those appearing are adults, and prove their identity with the aforementioned identity cards and state:
FIRST: General Background.
By deed dated January 31, 1986, executed before the Notary Public of Santiago Mr. Sergio Rodríguez Garcés, Amax, Molymet and CORFO entered into the Agreement for the Salar de Atacama Project and its various annexes. Likewise, by deed of the same date and notary, Amax, Molymet and CORFO formed the limited liability company named Sociedad Minera Salar de Atacama Limitada. Subsequently, a lease agreement was entered into between CORFO and Minsal, by public deed dated April 18, 1986 before the Notary Public, Mr. Sergio Rodríguez Garcés, whereby CORFO leased to said company, of which it was a partner, the usufruct of certain OMA mining properties, for the development of the project agreed in the Agreement for the Salar de Atacama Project. Furthermore, on December 14, 1992, by deed granted on that date and before the Notary Public of Santiago Mr. Raúl Undurraga Laso, Amax, with the express and irrevocable consent of the other partners of Minsal, sold, assigned and transferred to Amsalar, who bought, accepted and acquired for itself each and every one of the rights and corporate interests of the former in said
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company. Then, by public deed dated November 12, 1993 granted before the Notary Public Juan Ricardo San Martín Urrejola, the companies Amsalar and Molymet sold, assigned and transferred all of their corporate rights in Minsal to SQMK, leaving SQMK and CORFO as the sole partners of Minsal. On November 12, 1993, by public deed before the Notary Public of Santiago, Mr. Juan Ricardo San Martín Urrejola, the agreement between CORFO, SQMK and SQM was executed, nullifying the agreement of the same name executed in 1986. On the same date and before the same notary, the Lease Agreement was executed between CORFO and Minsal nullifying the 1986 agreement of the same name. The purpose of the Agreement was for Minsal to develop the Project to produce and commercialize all and any potassium, boron, lithium and sodium compounds, and, in particular, potassium or potassium salts, boric acid, lithium, lithium products, sodium chloride, potassium chloride, sodium sulfate, potassium sulfate, and any derivative or compound thereof and any other mineral substances economically recoverable from one or more brines, aquifers, land, mining properties and other relevant assets and rights within the commune of San Pedro de Atacama, and especially within the leased OMA properties. By public deed dated August 8, 1994, Minsal was modified and converted into Sociedad Minera Salar de Atacama S.A., today the Company. Subsequently, on December 19, 1995, the Agreement was amended before the Santiago notary public, Mr. Juan Ricardo San Martín Urrejola, and on December 21, 1995, before the same notary, the Agreement was again amended. Finally, by public deed of the same date and notary, the Parties amended the Agreement. On December 28, 1995, following a capital increase carried out the previous year, CORFO sold its interest in the Company. By deed dated November 29, 2012, the Company executed a unilateral agent declaration, whereby it transferred to CORFO the Sal and Salar Properties, which had been established by the Company in the area comprising the Properties.
SECOND: Considerations.
The Parties expressly state that they have taken the following into special consideration for purposes of agreeing to the modification and determination of the consolidated text of this Agreement and the Lease Agreement:
2.1 | The Agreement and the Lease Agreement are related contracts, intimately linked to each other, which have bound and bind all those party to them, that is, the Companies and CORFO. |
2.2 | The development of the lithium industry is of relevant importance for the State of Chile, given that it possesses one of the largest reserves of this mineral in the world, whose sustainable exploitation means significant economic benefits and income for Chile, and, in addition, to become a significant contribution in the development of the industry associated with this mineral, especially that of batteries and storage devices. Therefore, it must generate adequate conditions to enable its active participation in the expansion of the lithium market in the coming years and its positioning as a relevant player in the exploitation of lithium in the long term. |
2.3. | Both for the aforementioned purposes and to generate the right conditions and incentives to encourage investment, innovation and increased levels of lithium exploitation in the coming years, it is necessary to improve and update the |
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Agreement and the Lease Agreement in order to increase the Company’s lithium production and commercialization quota during the term of the same, establishing norms that ensure an efficient and sustainable exploitation subject to strict environmental protection standards, with the understanding that the Salar de Atacama is a basin whose aquifer systems are interconnected, and also best practices of compliance and corporate governance, and that regulate the timeliness and completeness of the information that the Companies must provide to CORFO to best comply with the Agreement and the Lease Agreement.
2.4. | Likewise, it was deemed necessary to establish a new mechanism for calculating the Rent, which contemplates rates by price range to be applied to the price actually paid by the final consumer or Unrelated Third Party. In order to safeguard this last principle, the Company must additionally make reasonable efforts to comply with the tax regulations that refer to advance price agreements that include lithium and potassium products. |
2.5. On the other hand, the need to create conditions to favor the development in our country of an industry of lithium products with greater added value was taken into account, for which purpose the granting of preferential lithium prices by the Company to Specialized Producers that manufacture such value-added products from lithium inputs extracted from the Properties in Chile is regulated.
2.6. | The sustainable development of economic activity in the Salar de Atacama and its surroundings is a priority objective of CORFO, for which it is essential that the Company commit to maintaining high standards of corporate social responsibility and practices of relationship and dialogue with the communities, especially with regard to possible environmental and social impacts of the Company’s activity in the area of influence of its operations in the Salar de Atacama, both in the communities and in the urban areas where it manufactures its products. |
2.7 | Finally, shared value mechanisms were implemented with the local communities neighboring the Salar de Atacama, obligating the Company to provide contributions for research and development of the lithium industry and complementary industries. |
THIRD: Introduction.
CORFO owns, among other mining properties, the Properties, on which the Project has been developed since 1983. This, with the essential purpose of being able to produce and commercialize all and any compound of potassium, boron, lithium and sodium and, in particular, potassium or potassium salts, boric acid, lithium, lithium products, sodium chloride, potassium chloride, sodium sulfate, potassium sulfate, and any other derivative or compound thereof and any other mineral substances economically recoverable from one or more brines, aquifers, soils, mining properties and other relevant assets or rights that are located or formed within the limits of the commune of San Pedro de Atacama, Province of El Loa, Region of Antofagasta, Republic of Chile. In this context and as mentioned above, in 1993 CORFO entered into the Agreement with SQMK and SQM, as well as a lease agreement for certain OMA mining properties with Minsal, which is still in force, whereby
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CORFO leased and granted to the Company the exclusive right to exploit 16,384 OMA mining properties.
FOURTH: Definitions.
Without prejudice to other definitions provided for in this Agreement, the terms set forth below shall have each time they are used in this Agreement, with initial capital letters, have in each case the following meaning:
“Acquisition Right” has the meaning assigned to such term in Section 13.1(d).
“Additional Quota” means the amount of 112,723 Mt of LME.
“Agreement” means this Project Agreement, its annexes and its written amendments, as amended and restated in this deed, which was executed by SQMK, SQM, Amsalar, Amax, CORFO and Molibdenos y Metales S.A., by public deed dated November 12, 1993, granted before the Notary Public of Santiago, Mr. Juan Ricardo San Martín Urrejola, repertory number 8,801-1993, modified by public deed dated December 19, 1995, repertory number 13,295-1995, by public deed dated December 21, 1995, repertory number 13,418-1995, both granted before the same notary public.
“Amax” means Amax Exploration Inc.
“Amsalar” stands for Amsalar Inc.
“Anniversary” means an anniversary of the Commencement Date.
“Anti-Corruption Laws” has the meaning assigned to such term in the Twenty-First Clause (Anti-Corruption Standards).
“Appeals Proceeding” has the meaning assigned to such term in Section 7.3(g) of the Lease Agreement.
“Arbitral Tribunal” has the meaning assigned to such term in the Twenty-Eighth Clause (Dispute Resolution and Arbitration).
“Assets Subject to Restitution” has the meaning assigned to such term in Section 6.1(a).
“Best Engineering and Operation Practices” means the best practices, methods, procedures and actions -which may vary from time to time- used internationally in the design, construction, operation, maintenance and repair of lithium from brine production plants (and applicable to the Salar de Atacama circumstances), preserving at all times compliance with levels of safety, reliability and economy comparable to those that would be applied by efficient and prudent operators in the industry, which shall lead to achieving greater efficiency and performance in the production processes and in the care of the environment. However, the Parties understand that the Best Engineering and Operation Practices are not limited to the best practice, method or technique at the exclusion of others, so long as such
| 4 | SQM - Corfo Project Agreement |
other practices, methods or techniques allow for the achievement of the objectives described above.
“Board” has the meaning assigned to such term in Section 17.1.
“Business Days” means days of the week, excluding Saturdays, Sundays, official holidays and public holidays, and days on which commercial banks in Chile do not open their offices to the public.
“CAM” means the Arbitration and Mediation Center of the Santiago Chamber of Commerce.
“CCHEN” means the Chilean Nuclear Energy Commission or the agency that replaces it.
“CCHEN Agreement” means the agreement of the Governing Board of CCHEN authorizing the sale of lithium products extracted from the Salar de Atacama pursuant to this Agreement, under conditions substantially similar to those previously authorized by such body for this type of contracts in accordance with its legal powers and within the scope of its competence.
“Commencement Date” means the later of February 1, 2018 and the date on which (i) the CORFO resolution approving this Agreement and (ii) the resolution implementing the CCHEN Agreement are fully processed.
“Committee” has the meaning assigned to such term in Section 17.2.
“Company” means SQM Salar S.A.
“Companies” means collectively the Company, SQM and SQMK.
“CONADI” means the National Corporation for Indigenous Development established by Law No. 19,253.
“Contract Auditor” has the meaning assigned to such term in the Eighteenth Clause (External Auditor).
“CORFO” means Corporación de Fomento de la Producción.
“Corporations Act” means Law No. 18,046 on Corporations.
“Council” means the CORFO Council.
“Delay Effects” has the meaning assigned to such term in Section 11.4.
“Documents” means this Agreement, the Lease Agreement and the bylaws of the Company, as in effect now or in the future.
“Efficiency Quota” means the amount of 51,063 Mt of LME.
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“Environmental Auditor” has the meaning assigned to such term in the Eighteenth Clause (External Auditor).
“External Auditors” has the meaning assigned to such term in the Eighteenth Clause (External Auditor).
“Force Majeure Event” means any unforeseen event beyond the reasonable control of the affected Party, which prevents it from performing its obligation, including, but not limited to, the following:
(a) | events of nature, including epidemics, earthquakes, hurricanes, landslides, floods, tsunamis or subsidence. |
(b) | acts of the enemy, including wars, blockades, isolation, or insurrections. |
(c) | terrorism and riots. |
(d) | orders, decrees of any governmental authority or entity, or the exercise of any emergency powers by any authority, which are binding on the Party, provided that they do not result from the improper act or omission of the affected Party, were not issued with general effect and extend beyond the scope of the industry. |
“kMt” means thousands of metric tons.
“LCE” means, by its English acronym, lithium carbonate equivalent.
“Lease Agreement” means the Lease Agreement entered into between CORFO and Sociedad Minera Salar de Atacama Limitada (now the Company), by public deed dated November 12, 1993, granted before the Notary Public of Santiago Mr. Juan Ricardo San Martín Urrejola, repertory number 8,802-1993, amended by public deed dated December 21, 1995, repertory number 13,417-1995, executed before the same notary and by public deed of the same date and notary office.
“Lithium Brine” means crude brine, concentrated brines and/or refined brines in any degree of concentration, lithium carnalite and other lithium raw materials extracted from the Properties.
“LME” means lithium metal equivalent.
“Minsal” means Sociedad Minera Salar de Atacama S.A., today the Company.
“Molymet” means Molibdenos y Metales S.A.
“Mt” means metric tons.
“New Quota” means 185,767 Mt of LME.
“Original Quota” means the remainder of the Company’s original quota of 180,100 Mt of LME, which as of the date of this deed amounts to 64,816 Mt of LME, with due regard to the certification that CCHEN grants for that purpose.
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“Parties” means all or any of the parties to this Agreement, that is, CORFO and each of the Companies.
“Potassium Sulfate” means any commercial form of potassium sulfate in any form, grade, concentration or degree of purity, its derivatives or its compounds.
“Properties” means the OMA mining properties identified in the first transitory clause of the Lease Agreement.
“Project” means the Salar de Atacama potassium salts and boric acid project (also referred to as the Minsal project or the Salar de Atacama project), as set forth in the Project Agreement and any amendments or modifications thereto incorporated therein in writing and by mutual agreement in the future, which contemplates the production and commercialization of any and all potassium, boron, lithium, magnesium, sulfate and sodium compounds and, in particular, boric acid, lithium, lithium products, sodium chloride, potassium chloride, sodium sulfate, potassium sulfate and any derivatives or compounds thereof and any other mineral substances economically recoverable from one or more brines, aquifers, soils, mineral properties and other relevant assets or rights that are located or created within the boundaries of the Properties, the Rigo Properties and those properties that may be acquired in the future.
“Protection Ring 10” means the area within 10 kilometers from the outer perimeter of the Properties and the Rigo Properties, which the Company or its Related Parties have established or will establish in the future, as detailed in Annex 2.
“Protection Ring 2” means the area within 2 kilometers from the outer perimeter of the Properties and the Rigo Properties, which the Company or any Related Party has established or may establish in the future, as detailed in Annex 3. This area may be modified by mutual agreement of the Parties based on technical background and/or studies to be carried out and which must be concluded before the end of the Term of the Agreement.
“Quotas” means collectively the Additional Quota, the New Quota and the Efficiency Quota.
“R&D Contribution” has the meaning assigned to such term in Section 15.1.
“R&D Entities” has the meaning assigned to such term in Section 15.1.
“RCAs” means the environmental qualification resolutions that the Project has currently or in the future may have.
“Related Parties” means the companies, entities or natural or legal persons, national or foreign, that with respect to any of the Companies, are in any of the following situations:
(a) | All the companies, entities and persons related to the Companies, as defined in Article 100 of the Securities Market Law, but excluding affiliated companies; |
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(b) | The controller or controllers of the Companies, and their subsidiaries; all persons, companies and entities that have a common controller or controllers of any of said Companies; and all natural or legal persons that, directly or indirectly, participate in their control in accordance with Article 97 of the Securities Market Law; |
(c) | Natural or legal persons that participate directly or indirectly in a joint venture agreement to participate with identical interest in the management of the Companies and their subsidiaries, or to obtain control of them, as defined in Article 98 of the Securities Market Law; |
(d) | All natural or legal persons who exercise decisive influence in the decisions of the Companies, whether or not they are controlling them, as defined in Article 99 of the Securities Market Law; |
“Rent” has the meaning assigned to such term in the Lease Agreement.
“Rent Period” means the quarter ending on the last day of every third month, that is, March thirty-first, June thirtieth, September thirtieth and December thirty-first of each year.
“Replacement Value” has the meaning assigned to such term in Section 13.1(d).
“Representatives” has the meaning assigned to such term in the Nineteenth Clause (CORFO Representatives).
“Rigo Properties” means the mining properties Rigo 1 to 3660 of 5 hectares each, located in the commune of San Pedro de Atacama, province of El Loa, Region of Antofagasta, Republic of Chile and that were given by CORFO to the Company, by public deed of amendment of the same granted on November 12, 1993, before the Notary Public of Santiago Mr. Juan Ricardo San Martin Urrejeola, which properties were registered in the Company’s name on page 651 number 125 and page 48 number 9 of the Mining Property Registry of the Custodian of Mines of El Loa-Calama corresponding, respectively to the years 1993 and 1994.
“Sal and Salar Properties” has the meaning assigned to such term in the second transitory clause of the Lease Agreement.
“Securities Market Law” means Securities Market Law No. 18,045.
“SMA” means the Superintendency of the Environment.
“Sodium Sulfate” means any commercial form of sodium sulfate in any form, grade, concentration or degree of purity, its derivatives or compounds.
“Specialized Producers” has the meaning assigned to such term in the fifteenth clause of the Lease Agreement.
“SQM” means Sociedad Química y Minera de Chile S.A.
“SQMK” means SQM Potasio S.A.
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“Term of the Agreement” has the meaning assigned to such term in the Twenty-Fifth Clause (Term).
“Unrelated Third Party” means, with respect to an entity, someone that is not a Related Party to that entity.
“US$” or “Dollar” means United States dollar.
FIFTH: Lithium Reserves, Residual Brine Management and Future Lithium Recovery.
5.1. | The Company declares that the known reserves of lithium in the Properties are sufficient to meet its needs and that, at the end of the year 2030, a sufficient volume of brine would remain in the Salar de Atacama to allow the future commercial exploitation of the lithium contained therein. The aforementioned is with due regard to the studies that will be carried out for these purposes by any of the Parties. |
5.2. | The Project contemplated and will contemplate the return of the residual brines to an area or areas of the Salar de Atacama within one or more of the current Properties in which the permeability is sufficiently high to allow for entry of the brine in the aquifer in order to make its future extraction possible. Likewise, the Company must protect and safeguard the salt waste and/or discards resulting from the production process with a minimum lithium content of 0.65% on a dry basis, in conditions so that in the future the salt waste or discards may be subject to a production process that technically and economically allows for the recovery of lithium. Notwithstanding the foregoing, in the event that the Company implements a technology that allows the recovery of lithium from the referenced salt waste and/or discards, increasing the efficiency of the production processes of the Salar de Atacama plants, and the Company develops Other Lithium Products derived from such recovered lithium that do not have the degree of processing required for international markets, the Company may dispose of these for purposes of their conversion to Lithium Products and/or Other Lithium Products and their commercialization, which, in any case, must be imputed first to the Efficiency Quota and, once exhausted, to the Additional Quota. |
SIXTH: Agreements between the Parties.
6.1. | The parties agree to declare or agree as follows: |
(a) | After the incorporation of and modifications to the Company, SQMK and SQM have made various capital contributions to the Company. CORFO in turn made various capital contributions that will return free of charge and in full to CORFO, notwithstanding CORFO having disposed of its shares, upon the termination of this Agreement, the Lease Agreement or in the event of the termination or dissolution of the Company for any cause whatsoever. The assets that CORFO contributed to the Company (the “Assets Subject to Restitution”) are as follows: |
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(i) | Relevant and current studies that were contributed by CORFO to the Company, by public deed of incorporation of the Company, granted on January 31, 1986, before the Notary Public of Santiago, Mr. Sergio Rodríguez Garcés, identified therein. |
(ii) | The Rigo Properties. |
(iii) | The properties comprised of Lot A, Lot M, Lot J, Lot F, Lot H, and Lot L, all of which are located within another larger plot of land in the commune of San Pedro de Atacama, registered in the name of the Company under resolutory condition from page 6,845 No. 2,425 to No. 2,430, all in the Property Registry of the Real Estate Registry of the El Loa- Calama, for the year 2004, acquired by the Company through an exchange executed with the Chilean Treasury, according to a public deed granted on November 19, 2004, before the Notary Public of Antofagasta, Mr. Julio Abasolo Aravena. |
(iv) | Real estate consisting of Lots E - F - G and H registered in favor of the Company on page 707, number 639 of the Property Registry for the year 1997 of the Real Estate Registry of El Loa-Calama, and which were contributed by CORFO to the Company, according to the minutes of the first extraordinary general shareholders’ meeting of Minsal, which was reduced to public deed on December 20, 1995 before the Notary Public of Santiago Mr. Juan Ricardo San Martín Urrejola. |
(b) | That the Assets Subject to Restitution may not be delivered or given to guarantee the fulfillment of the Company’s obligations without the express written authorization of CORFO; which prohibition must be recorded in the respective registries, all in accordance with the terms of letter (b) of Clause Twenty-Two (Prohibitions). |
(c) | That the Assets Subject to Restitution were contributed by CORFO under the resolutory condition of maintaining in effect the Agreement, the Lease Agreement and the Company, so that if for any cause or reason, anticipated or not, the termination of the aforementioned Agreement and Lease Agreement or the dissolution or termination of the Company occurs, the Assets Subject to Restitution shall automatically, free of charge return in full to the control of CORFO, free of any lien, prohibition or litigation. Consequently, upon the dissolution or termination of the Company or the termination of the Agreement or the Lease Agreement, the parties hereto agree that the Real Estate Registry or the Mining Registry, as appropriate, shall proceed to re-register both the Rigo Properties and the Assets Subject to Restitution in the name of CORFO, with the only requirement that the Executive Vice President declare, through the execution of a public deed, that such termination or dissolution has indeed occurred. |
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(d) | The Parties agree that nothing in this Agreement or the Documents shall prevent any of the Parties or the shareholders of the Company from participating in other companies or activities related to the products or by-products involved in this Agreement, subject to the limitation contained in letter (e) of the Twenty-Second Clause (Prohibitions). |
6.2 | CORFO hereby obligates itself, definitively and irrevocably and in favor of SQMK and the Company, who accept such obligation, not to carry out and not to allow the exploration, exploitation or mining, aquifer or industrial works of any type or kind itself or through third parties within all or part of the Properties. Said Properties are fully and legally valid, with all their concession fees up to date and duly paid and not affected in whole or in part by any surety, lien, mortgage, prohibition, resolution, nullity or exception of any type or class that may in any way affect the free, total and exclusive exercise by CORFO or those to whom it consents, of each and every one of the powers and attributes belonging to the control over all or part of such Properties for the entire Term of the Agreement. The Company shall be responsible for the payment of the annual concession fees of such Properties, obliging itself to keep them up to date during the entire Term of the Agreement. |
6.3 | CORFO hereby obligates itself definitively and irrevocably in favor of SQMK and the Company, who accept such obligation, not to carry out and not to allow the exploration, exploitation or mining, aquifer or industrial works of any type or kind itself or through third parties in the totality of the 1,370 OMA mining properties owned by them that correspond to the 2 kilometer strip that is currently preserved in favor of the company Albemarle Limitada (formerly Sociedad Chilena de Litio Limitada) and referred to in Annex 1. This, until the moment of the termination of the Term of the Agreement or in which the Assets Subject to Restitution are returned to CORFO. The Company, notwithstanding the foregoing and to the extent that prior to the occurrence of one or more of such two situations the agreement or arrangement currently existing between CORFO and Albemarle Limitada, Albemarle Inc. and Foote Minera e Inversiones Limitada or their successors in such instruments and affecting such properties is terminated, shall be responsible for and shall pay thereafter the mining concession fees corresponding to the properties and to the remaining 3,344 OMA mining properties that are currently being exploited by Albemarle Limitada and that shall also be subject to the prohibition and total obligation not to do what has already been referenced until the end of the Term of the Agreement or until the restitution to CORFO of the Properties Subject to Restitution. |
6.4. | CORFO hereby irrevocably authorizes the Company so that, within the perimeter of the Properties, the Company may request, process, constitute and obtain for itself one or more groundwater exploration permits and groundwater and surface water exploitation rights, and may exercise for such purpose any and all rights or actions that may be necessary and that may or may not arise from such Properties and that are also related, subsequently and after obtained, among other things, with its judicial and/or administrative defense and with the exploitation of the water resources included therein. The rights that the Company establishes under the |
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aforementioned conditions or that are in the process of being established at the end of the Term of the Agreement shall be transferred or assigned by the Company to CORFO free of charge. CORFO declares and undertakes to transfer and contribute to the Company, free of charge and without any exclusion whatsoever, each and every one of the groundwater exploration permits and surface and/or groundwater exploitation rights of which it is the holder or will be the holder in the future, under any title, within the perimeter or surface area comprising the totality of the Properties.
6.5. | CORFO hereby delegates, grants and confers a broad and irrevocable special mandate or power of attorney to and in favor of the Company, which accepts and is interested in such and for the entire Term of the Agreement in order for the latter to assume the judicial and extrajudicial defense and effectively safeguard the subsistence and integrity, both legal and material, and the exclusive and exclusionary control of each and every one of the Properties and the Sal and Salar Properties. The Company shall exercise for such purpose each and every one of the actions, exceptions and other rights enjoyed by the holders of petitions, manifestations, mining exploitation concessions, mining exploration concessions, exploration permits and subterranean water and surface water exploitation rights, among others, to guarantee and defend the control, validity, subsistence, integrity, exclusivity and other aspects that may be applicable in relation to each and every one of such properties. All expenses incurred by the mandate shall be borne by the Company and CORFO shall be exempt from any costs incurred in this regard. Notwithstanding the foregoing, the Company agrees to construct, maintain, keep in place and replace, as appropriate, at its own expense, the milestones or boundaries placed at the corners of the Properties and the Rigo Properties, pursuant to the terms of clause seventeen of the Lease Agreement (Company’s Boundary Marking Obligation). |
6.6 | The Parties hereby irrevocably and in advance and in favor of each other, obligate themselves to implement in a valid, legal, adequate and timely manner each and every one of the stipulations contained in this Clause and Agreement, committing to execute all acts and to grant all contracts and, in general, to do everything necessary so that the documentation to be granted and actually is granted adequately reflects the aforementioned agreements. |
SEVENTH: Representation and Warranties.
Each Party to this Agreement represents and warrants to the other with respect to itself that:
(a) | It is an entity duly organized and existing under the laws of its jurisdiction of formation and has full right, power and authority to enter into and perform its obligations under this Agreement and the Documents, that the execution, delivery and performance of this Agreement and the Documents have been validly authorized and that the obligations contained in this Agreement and the Documents are legally valid and enforceable in accordance with their terms. |
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(b) | The performance by the Company of this Agreement and the other documents supplemental hereto and the performance of the obligations contemplated therein are not in conflict with or in violation of and do not violate or infringe upon any statute, regulation, judgment, order, decree, contract, mortgage, agreement, mineral concession or right, deed of trust, deed or other instrument to which it is a party or by which any of its property or assets is pledged and does not result in the creation or imposition of any lien, charge, claim or pledge on its property or assets. |
(c) | No authorization, consent, filing or approval is required in connection with the execution, delivery and performance of this Agreement and the Lease Agreement, except for the authorization of CCHEN. All the previous representations and warranties mentioned herein are deemed material, essential and controlling for the execution of this Agreement and the rights of the respective Parties to this Agreement and the Documents in connection with such representations and warranties shall survive the execution and delivery of this Agreement and the performance of all or any part of its provisions. |
(d) | The Company will use its best efforts to submit and comply with tax regulations relating to advance pricing arrangements involving lithium and potassium products. |
EIGHTH: Implementation of the Agreements.
The Parties agree to take all direct or indirect measures necessary or advisable to give full effect to the intent, purpose and terms of this Agreement. Each party, within the scope of its respective powers, shall use its best efforts to ensure that this Agreement and the Project obtain the necessary governmental approvals and in any other matter required for the benefit of the Project. In addition, the Parties, provided that it would not result in giving up CORFO’s powers, agree not to take any action that may obstruct or frustrate the achievement by the Company and the Parties of the intent, purpose and terms of this Agreement or the development of the Project.
NINTH: Force Majeure.
Each Party shall be excused from the performance of its obligations in accordance with this Agreement to the extent such failure is due to a Force Majeure Event and for the duration of the Force Majeure Event, and the Party not affected by the Force Majeure Event shall continue to perform its obligations. The Party affected by a Force Majeure Event shall notify the other Party in writing of the occurrence of the Force Majeure Event within 72 hours of the occurrence of the event or as soon as reasonably possible.
TENTH: Environmental Compliance.
The Company undertakes to comply with the final resolutions or instructions of the environmental authority or, if applicable, the environmental or ordinary courts, as appropriate, as well as comply with current environmental legislation and the respective
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RCAs, especially to comply with the compliance program or programs agreed upon by the Company and the SMA with their respective control mechanisms, which guarantee the sustainable management of the Salar. Likewise, the Company undertakes to develop and implement within a period of 18 months from the Commencement Date, a regular and continuous online monitoring information system that allows CORFO and its Committees, the competent authorities and supervisory bodies to verify and have access to (i) online information that will be required instantaneously, which will be established for each system in the RCA(s), and which relate to continuous measurements of parameters, as well as other variables that allow for the visualization and/or anticipation of a water imbalance in the systems to be protected and (ii) other information that the RCAs need to communicate, which will be uploaded to the system with the frequency that such RCAs establish. Within thirty months following the Commencement Date and within the framework of the obligations under Section 16.6, the Company will develop a system that allows sharing information of environmental relevance and community interest, which will feed the online information system referred to above. The latter system and content shall be agreed between the Company and the Non-Metallic Mining Committee. In addition, the Company shall collaborate permanently by providing CORFO with the relevant studies that have been carried out to comply with the obligations imposed by the Agreement in this matter free of charge, and other technical, productive, geological, hydrogeological and environmental information that is necessary to adequately understand the information provided by regular monitoring, providing the necessary facilities so that CORFO has expeditious access to such information. CORFO and/or the committee designated by it may carry out at its own cost environmental, hydrogeological, reserves, reinjection and/or strategic studies throughout the Salar de Atacama basin, for which the Company shall provide all the collaboration and support necessary for the development of such studies, as well as work jointly on the improvement of a sustainable environmental strategic model and integrated monitoring of the Salar, in which the Company shall participate jointly with CORFO and/or the designated committee. The Company will have the right to review the previous drafts of these studies, in order to have the possibility of including its comments in the reports before their publication to avoid possible errors that could be corrected in a timely manner in the final reports, in cases in which CORFO independently finds merit in the proposed correction. If the Company deems it appropriate, it may send its opinion on the final report to the Public-Private Council of the Non-Metallic Mining Committee, which will publish on its website the CORFO report and the Company’s opinion, as well as any opinion of third parties with an interest in the subject. In handling the information referred to in this Clause, CORFO shall be subject to the confidentiality obligations set forth in the Twenty-Seventh Clause (Confidentiality).
ELEVENTH: Special Rules on Lithium.
11.1. | The Company must comply with all Chilean laws and regulations governing the extraction, production, marketing and sale of lithium and its by-products. Unless expressly authorized by CCHEN, lithium produced by the Company may not be used or transferred for nuclear fusion purposes. The Company will adopt prudent safeguards to prevent the frustration of this purpose. Additionally, the State of Chile, through CCHEN, will have the first option to purchase the lithium-six |
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eventually produced by the Company at the international price in effect at the time the purchase is made.
11.2. | In accordance with the resolution of CCHEN in Agreement Number 1,576, dated October 10, 1995, the Company was authorized to produce and sell up to 180,100 tons of lithium metal equivalent, for a term of 30 years from the first commercial sale of lithium. |
11.3. | Subject to CCHEN’s prior authorization, the parties agree that the Company shall have the right to exploit, process and sell during the Term of the Agreement, up to 349,553 metric tons of LME, in addition to those referred to in Section 11.2, in successive increments, on the terms indicated below (and reflected in Annex 8): |
(a) | The New Quota, as of the Commencement Date and notwithstanding the provisions of Section 11.4; |
(b) | The Additional Quota, in accordance with the terms in Section 11.6; and |
(c) | The Efficiency Quota, in accordance with the terms set forth in Section 11.7. |
(d) | The exploitation of the Quotas must comply with the corresponding RCAs. |
11.4. | In order to be entitled to the New Quota, the Company agrees to construct, develop and operate, in accordance with the Best Engineering and Operation Practices, an expansion of production capacity in addition to its current 66 kMt per year of LCE, capable of producing not less than 50 nominal kMt of battery grade lithium products per year (the “Expansion 1”). Expansion 1 shall be operational no later than the fifth Anniversary. For these purposes, the Company must deliver to CORFO, at the beginning of Expansion 1, the project background, which must include the schedules of the different phases, considering at least the details of the investment amount, land, infrastructure, machinery, third party services, studies, use of direct and indirect labor for each phase incorporating concepts such as physical and financial progress of the investment. Notwithstanding the maximum term already indicated, the Company undertakes to use its best efforts so that Expansion 1 is built and in operation by the fourth Anniversary. If after the fourth Anniversary, Expansion 1 is not constructed, the Company must present, to CORFO’s satisfaction, a progress report and a detailed plan for the completion of the construction and operation of Expansion 1 which must demonstrate that the facility will be in operation before the fifth Anniversary. In any case, if Expansion 1 is not constructed and in operation at the end of the fifth Anniversary, for any circumstance or reason, except as a consequence of Force Majeure, the following effects will occur, notwithstanding the exceptions contemplated in this Section and Section 11.5 (the “Delay Effects”): |
(a) | The unused remainder of the New Quota and the right to opt for the Additional Quota will terminate; |
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(b) | The Company will only be authorized, from that moment on, to exploit an amount not exceeding the Original Quota and/or the Efficiency Quota, as applicable; and |
(c) | The Company will be obligated to pay the Rent for the Original Quota and for the Efficiency Quota according to the mechanism, rates and form of calculation established for the New Quota. |
Notwithstanding everything expressed in this Section, if on the fifth Anniversary Expansion 1 is not in operation, but registers an advancement in the construction of physical works of at least 70%, certified by an independent ITO chosen by CORFO, the Delay Effects shall not be effective. In this event, the Parties shall negotiate in good faith a new economic equilibrium scenario, which allows the economic impact for CORFO of the delay of the start-up of the totality of Expansion 1 to be reflected in the corresponding adjustments to the Rent. The report of the independent ITO referenced above, shall include information that fully addresses the technical, legal and financial situation that the Company needs to resolve for Expansion 1 to be in operation. In no case may the additional term for Expansion 1 to be fully operational, that is, to complete the remaining 30%, exceed the sixth Anniversary. Otherwise, and if such progress has not been verified, the Delay Effects will ipso facto proceed.
11.5. | Notwithstanding the provisions of Section 11.4, in order to be entitled to the New Quota, the Company may alternatively execute Expansion 1 divided in 2 parts, each of them with a capacity greater or equal to 25 nominal kMt of battery grade lithium products per year. If the Company utilizes this second alternative, the first of these parts must be implemented and be in operation in accordance with the conditions set forth in Section 11.4; and the second part must be constructed and in operation no later than the seventh Anniversary. In the event that the first part does not enter into operation in a timely manner, the Delay Effects shall occur ipso facto. If the first part is in operation and the second part is not in operation by the seventh Anniversary, the New Quota will be reduced or limited proportionally to ensure production of the installed capacity and/or existing and operating plants, without limiting the term of the remainder of the Original Quota. |
11.6. | The Company will have the option to exploit and produce the Additional Quota to the extent that it exercises the option to construct and put into operation an additional production capacity of 100 nominal kMt per year of battery grade lithium products, subject to the fulfillment of the following conditions: |
(a) | That Expansion 1 is fully implemented and in operation with 50 kMt of annual production of battery grade lithium, through any of the alternatives; |
(b) | That additional production expansions, in amounts of 25 kMt or more of nominal annual production of battery grade lithium, each one not exceeding 100 kMt in total, are implemented and put into operation, as efficient or advisable in accordance with the Best Engineering and Operation Practices, |
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for which purpose it will be understood that each portion corresponds to a proportional additional quota up to 112,723 Mt of LME.
It is estimated that these additional expansions may begin their first stages of production in approximately 2025, and prior to benefiting from the respective quota increase associated with such expansions, the Company must make the corresponding investments for their entry into operation and exploitation. For purposes of being entitled to the Additional Quota, the Company will inform CORFO in writing about the investments made that allow the production expansions, and CORFO must issue a written opinion within 30 Business Days of receiving such communication regarding the formalization of the Additional Quota.
11.7. | The Company will be entitled to the Efficiency Quota to the extent that investments are made that allow future production expansions due to technological changes and innovations that allow efficiency increases in the use of lithium in the extracted brine, up to a maximum of 51,063 Mt of LME. In order to be entitled to the Efficiency Quota, the Company shall inform CORFO in writing about the investments made that allow the production expansions and attach the foundational background, and CORFO shall issue a written opinion within 30 Business Days of receipt of such communication regarding the formalization of the Efficiency Quota. |
11.8. | In relation to the increases in additional production and exploitation associated with the Additional Quota and/or the Efficiency Quota, the Company will have the option to sell to CORFO or its designee, who in turn, will have the obligation to purchase the referenced installations at the Replacement Value, all of which must be duly audited when the option is exercised by an expert appointed by mutual agreement. This option does not include the Company’s current plants, nor the additional investments made therein that may give rise to the Efficiency Fee. If the Parties do not agree on the name of the expert within 10 working days, the expert shall be appointed by the Arbitral Tribunal established in this Agreement, which shall be constituted for the sole purpose of appointing the expert. The intervention of the Arbitral Tribunal in the appointment of the expert shall not disqualify its members from hearing disputes arising from the determination of the price. If the option is transferred to a third party, the latter shall accept the stipulations set forth in this Clause and in the Twenty-Eighth Clause (Dispute Settlement and Arbitration). In all cases, the assets to which these options and rights relate must be acquired and paid for by the purchaser in cash within 180 days after their price has been determined, and the purchaser shall not have the right to enter into possession of them or exploit them until the price has been fully and definitively paid, if applicable, and the Agreement has been terminated. |
TWELFTH: Prior Authorization from CCHEN.
The Company will previously submit to CCHEN for approval, in the form, with the content and under the procedures determined by CCHEN, all contracts or legal acts that it enters into regarding extracted lithium, its concentrates, derivatives or compounds, and will
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comply on this matter with the rest of the obligations imposed by law, regulations and the CCHEN Agreements.
THIRTEENTH: Restitution, Transfer and Acquisition Right.
13.1. | At the end of the Term of the Agreement, the following obligations, rights and options shall become due: |
(a) | The Company shall return to CORFO all that personal property and real estate that the latter delivered to the Company by virtue of the Agreement, and, among others, the Assets Subject to Restitution, within a term of 3 months from the aforementioned termination or dissolution; |
(b) | Within the last 6 months of the Term of the Agreement or the 6 months after its termination, CORFO shall have the irrevocable option to purchase all or part of the water use rights that SQM, the Company or any of its Related Parties currently owns or in the future would acquire or establish, that benefit or are necessary for the exploitation, either currently or in the future, of the Properties, and that are located outside the perimeter of the Properties. For the exercise of this option, the Company and its Related Parties shall make available to CORFO an amount of water rights equivalent to the greater of the following alternatives: (x) 240 liters per second as indicated in the RCA currently in force; (y) the maximum quarterly flow used by the Company in the operation of the Project during the last 5 years of the Term of the Agreement; and (z) the maximum flow indicated in the RCA(s) in force at the time of the termination of the Term of the Agreement. The acquisition price shall be the one agreed by the Parties, and if such agreement is not possible, the price determined by an independent and internationally recognized appraiser, appointed by mutual agreement between the Parties or, failing such agreement, within 10 business days, by the Arbitral Tribunal, which shall be constituted for the sole purpose of appointing the appraiser. The intervention of the Arbitral Tribunal in the appointment of the appraiser shall not disqualify its members from hearing disputes arising from the determination of the price. The price of the option shall be calculated considering the value of such assets in the market of the Antofagasta Region. The Company shall safeguard with due diligence the ownership of such rights and assets, and shall be subject to a prohibition to enter into acts or contracts without the prior written consent of CORFO. CORFO shall be entitled to transfer its rights to this purchase option to third parties, which shall include the acceptance by the acquirer of the stipulations set forth in this Clause and Clause Twenty-Eighth (Dispute Resolution and Arbitration). |
(c) | The Company or its Related Parties shall transfer to CORFO free of charge all easements, whether they are mining or of any other nature, that benefit the Properties and/or the Project, regardless of the location. This obligation does not apply to mining easements established in the Salar del Carmen. |
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Also, subject to the provisions of current legislation, the Company shall transfer to CORFO or its designee, free of charge, the ownership of all environmental permits, such as the RCAs, which are in force at the time of the end of the Term of the Agreement.
(d) | The Company grants CORFO an irrevocable purchase option to acquire all or part of the assets that the Company uses as production facilities at the Properties, for the exploration, monitoring, exploitation and installations of production associated with the Properties, as well as for the extraction and solar evaporation of brine, including surface lands, wells, evaporation ponds, pumps and related equipment, as well as other facilities, infrastructure and assets that benefit the Project and that are located within the area of the Properties and the perimeter of Protective Ring 10 (the “Acquisition Right”). Such assets shall be inventoried for these purposes prior to the end of the Term of the Agreement. For the purposes of determining the value of those assets that are not land, this shall be equivalent to the replacement value, considering their economic depreciation (the “Replacement Value”). For purposes of determining the purchase value of land, if any, this will be calculated considering the value of such assets in the market of the Antofagasta Region for non-agricultural rural areas. In no case will these assets be valued as essential going concern assets. The Acquisition Right may be exercised by CORFO within 6 months prior to the termination of the Term of the Agreement or within 6 months after the termination of the Agreement. If the Parties do not agree on the Replacement Value or the value of the land, within 60 Business Days of the exercise of the right by CORFO, it shall be determined by an independent and internationally recognized appraiser, appointed by mutual agreement between the Parties or, failing such agreement, within 10 Business Days, by the Arbitral Tribunal, which shall be constituted for the sole purpose of appointing the appraiser. The intervention of the Arbitral Tribunal in the appointment of the appraiser shall not disqualify its members from hearing disputes arising from the determination of the price. CORFO’s Acquisition Right may be transferred to third parties, which transfer shall include the acceptance by the acquirer of the stipulations set forth in this Clause and the Twenty-Eighth Clause (Dispute Resolution and Arbitration). |
(e) | Within the last 6 months of the Term of the Agreement or within 6 months after its termination, CORFO shall have the right to purchase the mining concessions that the Company or any Related Party to it currently holds or may hold in the future on the surface included within Protection Ring 2, in which case, CORFO shall pay the effective and accredited value that the Company or its Related Parties have reasonably incurred in establishing, defending and protecting such mining concessions, which value shall be duly audited and validated by an independent external auditor. SQM declares that it holds mining concessions in Protection Ring 2, which are indicated in Annex 3. The Company shall safeguard with due diligence the ownership of such rights and assets, and shall be subject to a prohibition to |
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enter into acts or contracts without the prior written consent of CORFO. In the event that CORFO and/or the third-party holder of the purchase option right do not exercise it, the Companies and any of their Related Parties undertake not to extract brine in the aforementioned Protection Ring 2 for a period of 15 years from the termination of the Agreement. In the event that CORFO and/or the third-party holder of the purchase option right exercises such option, they will not be able to extract brine in Protection Ring 2. If the option is transferred to a third party, such third party must accept the stipulations set forth in this Clause and Clause Twenty-Eight (Dispute Resolution and Arbitration).
(f) | The transfer of title to the assets covered by the options set forth in Sections 13.1(b), 13.1(d) and 13.1(e) shall be effected within 90 days of the exercise of the options. The transfer of the assets referred to in Sections 13.1(a) and 13.1(c) shall be effected at the time of termination of the Agreement. In any event, the assets to which these options and rights relate must be acquired and paid for by the acquirer in cash within 180 days after their price has been determined and the acquirer shall not be entitled to take possession of them or exploit them until the price has been fully and finally paid, if any, and the Agreement has been terminated. |
(g) | Within 6 months from the end of the Term of the Agreement, CORFO will have the option to remove free of charge all or part of the remaining slurries and/or wastes with lithium content from the Company’s lithium chemical plants, at its own cost and expense. |
(h) | At the end of the Term of the Agreement, the totality of the brines, salts in ponds, harvested salts, salt stockpile, and any other product or material extracted, whether in process or as a finished product, discard or waste, that remain in the Salar de Atacama, will be the exclusive domain and property of CORFO. |
13.2 | Once the Agreement has ended, the Parties shall have a term of 3 months for the purpose of carrying out the material delivery of the facilities and other assets subject to this Clause, with due regard to the terms established for exercising the different purchase options referred to in this Clause. During such period the Company shall remain responsible for them, and shall deliver the mining properties and other assets free of any occupant. In turn, the Company shall have a term of 12 months to remove all the elements, equipment and installations that it has added or constructed on the Properties that are not Property Subject to Restitution or the object of the Acquisition Right, as indicated in the inventory to be made for these purposes, without such removal constituting an obligation for the Company. The aforementioned items, equipment and facilities that are not withdrawn by the Company within the aforementioned term, shall pass by right to CORFO’s ownership and shall thereafter be its exclusive and total domain. |
13.3 | The Company undertakes to return the assets covered by this Clause, free of any |
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occupation and impediment that hinders its use, enjoyment and disposition.
FOURTEENTH: Maricunga Option.
As of the date of this deed, CORFO will have the option to require SQM or the Related Party that owns the mining properties located in the Salar de Maricunga, who commits to jointly evaluate a project to be carried out through the establishment of a partnership with a state-owned company determined by CORFO that owns or acquires in the future mining properties in the Salar de Maricunga, to which both SQM (or the respective Related Party) and the aforementioned state-owned company must grant the aforementioned properties, all of which will be appraised by an independent expert appointed by mutual agreement and, alternatively, by the expert appointed by the Arbitral Tribunal referred to in this Agreement. SQM undertakes to participate in good faith in this process, and if after 4 years, counted from this date, there is no agreement for such joint project, SQM shall not be obligated to continue such negotiations.
FIFTEENTH: Research and Development Efforts in Chile.
15.1. | Beginning in 2018 and during the entire Term of the Agreement, the Company undertakes, unilaterally and irrevocably, to contribute, on an annual basis, resources for research and/or development under the terms of this Clause (the “R&D Contributions”). The R&D Contributions shall be made to one or more technological institutes and/or public or private technological research and development entities, or consortiums, not-for-profit, that carry out research and development activities, which may have a productive purpose, technology and innovation transfer, technological and/or specialized technical assistance, technological dissemination and/or generation of research and information to support regulation and public policies; and whose purpose is: (i) studies, research and/or development of technology and innovation that focuses on use and/or application of solar energy or other sustainable energies; and/or lithium salts or the salts and products of the Properties; and/or non-metallic mining; and/or low-emission metallic mining, complementary to the lithium industry in the development of batteries; (ii) studies, research and/or development of technology and innovation of industries complementary to the lithium industry in the development of electro mobility and stationary energy storage sources and/or solutions that replace fossil fuels; (iii) research and development of technologies and innovation enabling digital transformation in productive sectors (the “R&D Entities”). The R&D Contribution may only be destined to those R&D Entities in which representatives of universities and/or State Administration bodies are represented, participate or in any other way are involved in their administration. |
15.2. | The total amounts comprising the R&D Contributions are established according to the table included as Annex 12. Of these, the Company is obliged to contribute, in the manner established by CORFO, up to a maximum of US$ 50 million, of the amount indicated in the column “R&D Contribution”, to legal entities, public, private or consortiums, for profit or non-profit, to carry out research, productive |
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development, capacity building, technology transfer, innovation, or other enabling processes for green hydrogen and its derivatives.
15.3. | The Company recognizes CORFO’s experience and knowledge to determine the R&D Entities through which the R&D Contributions will be channeled. Notwithstanding the foregoing, the R&D Entities must previously go through a due diligence process and comply with the requirements that may be demanded under SQM’s compliance program for such process. |
15.4. | The R&D Contributions must be used exclusively for the creation, development and maintenance of specialized technological capabilities, as well as for the operation of the R&D Entities, as established in the agreements referred to below. The CORFO Council, when determining the R&D Entities, will establish the term for which they will receive the R&D Contribution, which may not exceed 10 years or the remaining term of the Term of the Agreement, and the purposes to which the funds will be applied. The R&D Contributions may be renewed or modified by the CORFO Council, which shall require, as a condition, that each R&D Entity undertakes to respect the purpose for which the R&D Contribution is intended and to comply with the purposes and annual or multiannual goals and performance evaluations, which CORFO shall establish by means of an agreement to be executed by CORFO with each R&D Entity. Such agreement may establish fines, sureties or guarantees for its faithful compliance, and obligations related to the destination of the R&D Contribution, purposes and goals defined by CORFO in such instrument. CORFO will inform the Company when such guarantees or sureties are to be enforced. The proceeds from the execution of such guarantees or sureties, as well as from the payment of fines, will become part of the R&D Contributions, and must be contributed by the Company under the same conditions set forth in Section 15.3, at CORFO’s request. |
15.5. | The Company undertakes to contribute to CORFO the amount indicated in the column “Contribution to specific R&D use” of the table included as Annex 12, equivalent to 10% of the contribution to which it has committed under this Clause, in order for CORFO to allocate such funds exclusively to the financing of research and development activities, which may have a productive purpose, and/or technology transfer for: (a) the development of technologies that focus on (i) increasing the added value of the lithium extracted for both nuclear uses and/or applications, solar energy, lithium salts and advanced materials for energy accumulation and storage purposes, and/or (ii) development of more efficient metallurgical, chemical or physical processes of extraction and processing in relation to the products extracted from the Properties and/or (iii) increasing knowledge to exploit new resources and/or (iv) research and development of enabling technologies and innovation for digital transformation in productive sectors; or, (b) studies and research in the areas indicated in (a) above. For purposes of the above, CORFO shall transfer annually to the R&D Entities, the amounts indicated in the “Contribution to specific R&D use”. The management of these resources shall comply with the same conditions established in Section 15.4. |
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CORFO shall establish an accountability mechanism for the use of the R&D Contributions and the results obtained.
15.6. | In no event shall the Company be obligated to make the R&D Contributions beyond the Term of the Agreement. |
SIXTEENTH: Communities and Regional Development.
16.1. | As of the Commencement Date, the Company agrees to contribute on an annual basis, with respect to the Company’s sales of the previous calendar year, the following amounts to communities in the Salar de Atacama basin and to regional development, from the sales of products made from the brine of the Properties, as indicated below: |
(a) | 1.0% of such sales as a contribution to the Regional Government of Antofagasta to finance public investment projects that are also financed with resources from the Regional Government and/or the National Regional Development Fund of the Antofagasta Region; |
(b) | 0.3% of such sales as a contribution to the Regional Government of Antofagasta for productive development projects and programs in the Antofagasta Region; |
(c) | 0.2% of such sales as a contribution to the Municipality of San Pedro de Atacama to finance investment projects, 0.1% of such sales to the Municipality of Antofagasta to be used by the latter for investment projects within the area of influence of the Salar del Carmen, and 0.1% to the Municipality of María Elena to be used to finance investment projects; and |
(d) | Between US$ 10 million and US$ 15 million for investment and development projects that promote the sustainable development of the communities of the Salar de Atacama basin and that are duly registered with CONADI. This amount will be (y) US$ 10 million if the weighted average price of the Company’s lithium carbonate sales for the previous year was less than US$ 4,000/Mt; and (z) the amount indicated in (y) above increased by US$ 833 for each dollar increase in the price of lithium carbonate from the previous year over US$ 4,000/Mt. The aforementioned amount with a cap on contribution of US$ 15 million per year, which is reached with a price equal to or greater than US$ 10,000/Mt. |
16.2. | For the first and last year the Agreement is in force, payment shall be made according to the number of proportional months of effective validity of the Agreement, with respect to the calendar year. |
16.3. | The contributions shall be channeled through one or more foundations or organizations that promote investments in the indigenous development area of Atacama La Grande, whose bylaws contemplate governance mechanisms that guarantee an adequate use of the resources, in accordance with the best |
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internationally accepted practices for these purposes. The Council shall determine the foundations or organizations that shall receive the contribution or part thereof committed under Section 16.1(d), which shall comply with the purposes and goals to be established in an agreement to be signed by CORFO with each such foundation or organization, which shall establish objectives and performance evaluation requirements. Notwithstanding the above, the foundations or organizations that receive these contributions must previously undergo a due diligence process and comply with the requirements that may be demanded under SQM’s compliance program in accordance with said process. The Parties may not be part of these foundations or organizations. However, CORFO may form part of these entities when they develop investment projects in the indigenous development area of Atacama La Grande in accordance with Articles 26 and following of Law 19,253, and authorize part of the resources established in this Section to be used for the generation and organization of such projects in the aforementioned area.
16.4. | This Clause originates in accordance with the provisions of the Final Report of the National Lithium Commission of 2015, in the sense that the development of a sustainable and inclusive exploitation of lithium requires the establishment of robust mechanisms for the participation of communities, including those belonging to indigenous peoples and shared value schemes between the Company and the communities. |
16.5. | The Company will comply with each and every one of the obligations it undertakes with the communities, in accordance with the best practices and standards established by the competent international organizations, always seeking faithful compliance with what has been agreed, and urging the establishment of transparent and equitable governance mechanisms in the implementation of such agreements. |
16.6. | Likewise, the Company will make its best efforts to maintain a fluid and permanent dialogue with the communities surrounding the operations developed in the Salar de Atacama, especially through roundtable discussions and other communication channels appropriate to the circumstances. |
SEVENTEENTH: Corporate Governance of the Company.
17.1. | The Company will have a board composed of five directors, two of whom will be independent, who may or may not be independent directors of SQM, and the two independent directors of the Company must meet the requirements of paragraphs 3, 4, 5, 6 and 7 of Article 50 bis of the Corporations Act (the “Board”). CORFO may assert before the Company, through its Representatives, the lack of independence to hold office of any of the independent directors. The Company shall provide a formal, well-founded and detailed response within 30 days. In any case, such lack of independence shall cause the automatic cessation in the position of the affected director, who may not be reelected during the 3 years following the cessation of the circumstances that constitute the lack of independence, and a replacement independent director that meets the requirements must be elected. |
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17.2. | The Board will have a committee whose function will be to oversee compliance with the CORFO Agreements, which will be composed of three members, two of whom will be independent directors (the “Committee”). The chairman of the Committee will be one of the two independent directors. The powers and duties of the Committee are as follows: |
(a) | Quarterly review and report to the Board and the Representatives on the proper and timely performance of the Agreement and the Lease Agreement. |
(b) | Quarterly review and report to the Board and the Representatives of the transactions with Related Parties, in all matters related to the correct application of the Agreement and the Lease Agreement. |
(c) | Examination and report to the Board and the Representatives on the payment statements and their supporting and complementary background, within the quarter following the respective Rent Period. |
(d) | Examination and report to the Board and Representatives on production by product; detail of quota consumed by each plant; detail of brine extraction, reinjection and concentration of brine; recovery/efficiency statistics; detail of the mass balance for the period and cumulative balance; of the statements and reports that must be made to the National Geology and Mining Service, the SMA, the General Water Directorate, the National Forestry Corporation, and other regulatory and supervisory entities that have competence in relation to the Company’s production and environmental factors. |
(e) | Examine and report to the Board on compliance with the RCAs and other regulations and instructions related to the sustainable operation of the Properties, and deliver them to the Representatives. For these purposes, the Board may request and approve the preparation of quarterly compliance audits. |
(f) | Examine and report to the Board on the corporate social responsibility policy with the communities, the Company’s relationship with them and eventual conflicts with the communities and the manner in which the dialogue with them is conducted and the Company’s compliance with its corporate social responsibility. |
(g) | Examine and report to the Board and the Representatives on the reports of the External Auditors. |
(h) | Receive the Representatives in a Committee session, whenever they so request, to respond to CORFO’s requirements or observations in relation to the correct application and compliance with the Agreement and the Lease Agreement. |
(i) | Respond to all requests made by the Board or the board of SQM, or by the respective shareholders’ meetings in connection with matters related to the |
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Agreement and the Lease Agreement and the exploitation of the Properties, as well as any aspect related to the obligations that the Companies have assumed with respect to the Properties, the Rigo Properties and the Sal and Salar Properties.
EIGHTEENTH: External Auditor.
The Parties agree on the appointment of two external auditors (the “External Auditors”), who will report to CORFO and the Committee regarding the correct, complete and timely compliance with (i) the Company’s environmental obligations (the “Environmental Auditor”) and (ii) the Agreement and Lease Agreement (the “Contract Auditor”) with due regard to CORFO’s own supervisory powers under such contracts. The External Auditors will be proposed by CORFO through a list of three, and appointed by the Company. If the Company does not select the External Auditors within 10 Business Days of the presentation of the list of three, CORFO must present a second list of three. If the Company does not select the External Auditors within the same period, the appointment shall be made by the Arbitral Tribunal. The External Auditors shall be paid by CORFO and the Company, in equal parts. The External Auditors, their partners, those who sign the reports, those in charge of directing the audit and all members of the audit team must have independence of judgment with respect to SQM and its Related Parties and CORFO; they must not be providing services simultaneously nor have provided during the last 3 years to the Company and its Related Parties, nor to CORFO or its committees, or competitors of the Company, auditing and/or environmental services respectively. It shall be understood that those that do not engage in the causes affecting independence of judgment of Articles 243 and 244 of the Securities Market Law have independence of judgment with respect to the Company as an audited entity and its Related Parties. The Contract Auditor must be an accounting auditing firm, responsible for annually reviewing compliance with the Agreement in terms of full and timely payment of the Rent and other financial obligations. Without limiting the foregoing, at CORFO’s request, a specific service of compilation, processing, systematization and certification of the integrity and authenticity of the information and documentation regarding compliance with the Agreement, which could be derived from the regular reviews that CORFO carries out in the performance of its functions, may be required. The list of three candidates to be submitted by CORFO as Contract Auditor shall include companies with experience in accounting auditing and sales for accounting services of at least US$ 1 million in the year prior to their hiring. The list of three candidates to be presented by CORFO as potential Environmental Auditors shall include companies with recognized prestige in this area and with revenues for consulting services in the environmental area of at least US$1 million in the year prior to their hiring. The External Auditors shall issue an annual report, notwithstanding that, at CORFO’s request, a specific review service or a more in-depth analysis that may arise from an audit during the course of the year may be required, in which case, the cost shall be assumed by CORFO. The External Auditors will serve for 3 years. Notwithstanding the foregoing, CORFO or the Committee may terminate in advance, for justified reasons, the term of the contract with the respective auditing firm, appointing a new firm according to the same mechanism above for a new three-year term. The Company and CORFO must have access to drafts prior to both audits, in order to be able to include their comments and have them annexed to the final report.
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NINETEENTH: CORFO Representatives.
19.1 | The Parties agree that CORFO shall have representatives before the Company to supervise itself, or through third parties it may designate for such purpose, the performance of the Agreement (the “Representatives”). For this purpose, the Company, SQM and its Related Parties shall be obliged to safeguard and maintain the information that allows CORFO to easily identify the assets and sales related to the performance of the Agreement, and shall also provide all the documentation, information and commercial data necessary for the purpose described above. Subject to the Company’s confidentiality and security requirements, the Representatives shall have the right to audit, make appraisals, take samples, examine, and make copies or extracts of exploration, exploitation, operating, production, financial and commercial records in any form that are stored, whether written, electronic or otherwise, in relation to this Agreement, that are in the possession or under the control of the Company, for the sole purpose of evaluating the Company’s compliance with the obligations set forth in this Agreement. Likewise, the Company, SQM and its Related Parties shall be obliged to provide and deliver to the Representatives all relevant information to verify compliance with the obligations of this Agreement, related to the consignment of products, tolling, joint venture, off-take and commercialization of all products subject to this Agreement, as well as all the information related to or concerning the Properties, the Rigo Properties, the Sal and Salar Properties, and the Assets Subject to Restitution and the assets in respect of which purchase options have been agreed, granting the necessary facilities and access to such information at the sole request of CORFO. The Company shall keep such records updated at all times during the Term of the Agreement and for a period of 3 years after its expiration. |
19.2 | The Company shall, at any time upon CORFO’s request, make the records available for evaluation and audit as follows: |
(a) | Such records shall be made available during business days and hours at the office of the Company or its facilities, subject to at least three Business Days’ prior written notice. Subject to reasonable confidentiality and security requirements, including prior coordination with the Company, CORFO shall have the authority to enter the Properties and the facilities and plants at any time for the purpose of reviewing and corroborating the information provided by the Company in the areas described above. |
(b) | The costs of any audit performed under these provisions shall be borne by CORFO, unless as a result of the audit substantive information relating to fraud, misrepresentation or noncompliance by the Company is discovered, in which case CORFO may recover the relevant costs from the Company. |
(c) | If as a result of the reviews carried out by CORFO any observations of any nature are generated, CORFO will inform the Company by means of a written communication, stating the reasons on which they are based. The sending of such letter will give rise to the application of the appeals |
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procedure established in this Agreement, subject also to the provisions of the Twenty-Eighth Clause (Dispute Resolution and Arbitration), as applicable.
(d) | The Company shall provide the facilities for CORFO to implement such systems as it deems appropriate for the proper control of compliance with this Agreement, which, in any case, shall not interfere with the operation of the Company. Such obligations shall constitute a material obligation of this Agreement, to the extent that such obligations have a direct impact and a material effect on the performance of the obligations under this Agreement. CORFO shall communicate in writing to the Company the person or persons designated for such purposes at such time or times as it deems appropriate. |
19.3 | CORFO through its representatives shall have the right to request from the Company and to access at a minimum the information indicated in the Thirtieth Clause (Access to Information by CORFO), which must be maintained during the Term of the Agreement and for a period of 3 years after its expiration. |
19.4 | The information that CORFO shall have the right to require from the Company by virtue of this Clause shall not include information of the Company that constitutes a sensitive industrial secret and must be requested with due notice so as not to hinder the normal development of the Company’s operations. |
TWENTIETH: CORFO’s Cooperation with the Company.
CORFO will cooperate in good faith with the efforts of SQM and/or the Company to develop the Project. Without limiting the generality of the foregoing, CORFO will grant, in appropriate cases, such documents as the Company may reasonably request, and, in accordance with the principle of collaboration and coordination of public agencies, and always within the scope of its powers, will carry out before governmental agencies, such actions as may be appropriate for the Project. The Company acknowledges and agrees that, except as otherwise provided under applicable law, neither CORFO nor its Representatives shall have any liability or obligation under this Clause, nor shall CORFO or its Representatives be obligated or required to perform any of the Company’s obligations under this Agreement, the Lease Agreement or the RCAs.
TWENTY-FIRST: Anti-Corruption Regulations.
The Parties represent and warrant that they comply with and undertake to comply with applicable laws, including laws prohibiting bribery, money laundering, financing of terrorism and the receipt of stolen goods, contained in the laws of Chile (the “Anti-Corruption Laws”). CORFO declares that it is an agency of the Chilean State Administration and, as such, is subject to the Constitution, the laws of the Republic and its own rules and regulations, which include CORFO’s Crime Prevention Manual and Code of Ethics.
The Parties shall adopt the measures, within the sphere of their competences, aimed at ensuring that the assets coming directly or indirectly from the Company, or those to which it has access by virtue of this Agreement, whatever their nature, are not used for illegal
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purposes or as part of any crime under the Anti-Corruption Laws. It is the intention of the Parties that no payments or transfers of value that have the object or effect of bribery or, in general, actions or uses of goods or monies in relation to public or private entities or officials that constitute the performance of illegitimate or improper acts in accordance with the Anti-Corruption Laws shall be made.
The Parties represent that they have not made or promised to make, and agree not to make or promise to make, in connection with this Agreement, any payment or transfer of anything of value, directly or indirectly, if such payment or transfer would violate the laws of the country in which it is made, or the Anti-Corruption Laws: (i) to any person working for the State, a government, public entity (including employees of corporations owned or controlled by the State) or public international organization; (ii) to any political party, political party official or candidate; (iii) to an intermediary for payment to any of the foregoing; (iv) to any officer, director, employee or representative of any actual or potential customer of SQM and its Related Parties; (v) to any officer, director or employee of SQM or any of its Related Parties; or (vi) to any other person or entity.
No representative, employee, contractor or consultant of the Parties shall be authorized under any circumstances, nor under the instruction of the Companies or their employees or representatives, to perform any of the activities prohibited by the Anti-Corruption Laws, the CORFO Crime Prevention Manual and Code of Ethics, or any other applicable law, not even under the pretext of complying with the Company’s instructions or to create a benefit for the Company.
The Parties shall prepare and maintain accurate accounting books and records relating to payments made in connection with this Agreement. The Parties shall develop and maintain a system of internal accounting controls sufficient to comply with the accounting requirements and laws of Chile, including the Anti-Corruption Laws.
Each Party shall inform the other in a timely manner and in writing if, at any time, any of the statements made in this Clause change or it becomes aware of a situation that may result in a breach of this Clause.
TWENTY-SECOND: Prohibitions.
The Companies shall not:
(a) | Commercialize Lithium Brine extracted from the Properties, except for the following exceptions: |
(i) | if expressly authorized by CORFO; and |
(ii) | in the case where it is intended to be sent abroad for samples without commercialization purposes, but only for technical purposes for the study and design of industrial equipment and plants for the Company’s production process. The Company must previously inform CORFO, attaching the agreement between the Company and the third-party company that will carry out the tests, including all the background information supporting such tests. |
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Shipments of samples abroad shall not exceed a maximum of 150 Mt/year. CORFO shall have the right to receive from the Company the detailed results of the review and design processes that motivated the shipment of the respective samples, subject to the provisions of the Nineteenth and Thirtieth Clauses.
(b) | Dispose of and encumber in any way, and enter into any act or contract that affects the use, enjoyment and disposition, without prior express and written consent of CORFO, of the Assets Subject to Restitution, the assets subject to purchase option, and the assets that may be subject to the Acquisition Right, except in the case of acts or contracts that correspond to the ordinary course of the operation of the Project or to the replacement or refitting of facilities in the normal course of the development of the Project. |
(c) | Extract brine during the Term of the Agreement in the mining concessions of its property that are located within Protection Ring 10. |
(d) | Extract brine from the mining concessions of its property that are located within Protection Ring 2 for a period of 15 years from the expiration of the Term of the Agreement, without prior written authorization from CORFO. |
(e) | Agree directly or indirectly, with the other operators of the OMA properties of the Salar de Atacama, without prior authorization from CORFO, ways of operating that mean a joint or integrated operation of both operations; so that its operation is always independent and that there is no facilitation of operational information, business strategies, information systems or common applications and/or people conventions or pacts that represent price agreements and others that by their nature may adversely affect the Rent. This prohibition shall not extend to possible environmental coordination and/or in the field of conducting joint hydrogeological studies or other commercial agreements that do not infringe such prohibition, for the better protection or understanding of the Salar de Atacama. |
TWENTY-THIRD: Grounds for Early Termination and Cure Periods.
23.1. | CORFO may terminate the Agreement early, without indemnity or compensation rights for the Companies, in any of the following situations: |
(a) | The termination, early or otherwise, of the Lease Agreement and/or the dissolution or termination of the Company. |
(b) | Voluntary abandonment by the Company of the work related to this Agreement and the Lease Agreement, which shall be deemed to have occurred in the event that the Company suspends operations for a period of more than two years and which is not caused by a Force Majeure Event. |
(c) | Insolvency of the Company, meaning: (i) that the Company initiates a reorganization proceeding; (ii) that the Company requests its voluntary |
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liquidation; or (iii) that the compulsory liquidation of the Company is decreed; all in accordance with the provisions of Law No. 20,720.
(d) | Delinquency or simple delay on the part of the Company in the payment of Rent for two consecutive Rent Periods, or if the Company pays the Rent late five times in a period of two calendar years. |
(e) | The execution of any legal act or the constitution of any lien by the Company or its Related Parties without the prior express, specific and written consent of CORFO on the assets contributed, transferred or leased by CORFO to the Company under this Agreement or the Lease Agreement, or the assets that have replaced or may replace them in the future, and those in respect of which restitution has been agreed, a purchase option has been granted, or Acquisition Right, and/or those which the Companies have been obligated to transfer upon termination of the Agreement and which jeopardize the referenced restitution, purchase option, Acquisition Right and/or transfer, in full and without encumbrances and obligations related thereto or rights whose restitution has been agreed by CORFO and the Company upon termination of this Agreement and the Lease Agreement. The foregoing, in the terms and subject to the provisions of letter (b) of the Twenty-Second Clause (Prohibitions). |
(f) | If the Company is obligated to make additional payments to CORFO for more than 5 different times due to the use of the Appeals and/or arbitration. |
(g) | Non-payment of mining concession fees for the Properties, the Rigo Properties, and the Sal and Salar Properties. |
(h) | Non-compliance by the Company with the prohibition on commercializing Lithium Brine extracted from the Properties, established in the Twenty-Second Clause (Prohibitions). |
(i) | Application of any final sanction in environmental sanctioning proceedings, including the exercise of any legal recourse proceeding against it, that is relevant and that is due to serious environmental damage that cannot be remedied, mitigated and/or environmentally compensated by the Company, resulting from non-compliance or very serious infringement of environmental regulations or provisions of any RCA and that have been previously forewarned by the Environmental Auditor, without the Company having taken the appropriate measures in due time. |
23.2. | The following shall not constitute grounds for early termination of the Agreement: (y) Differences in the payment of Rent in amounts not exceeding 5% of the average annual Rent for the preceding 3 calendar years; (z) failure to pay, deliver or return assets or rights not exceeding 10 million Dollars, or which by their nature do not constitute or are not an asset or assets indispensable for the development, exploitation and benefit of the Properties. |
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23.3. | If CORFO believes that the Companies have engaged in the grounds for termination set forth in Sections 23.1(c), 23.1(d), 23.1(e), 23.1(g) and 23.1(h), it may notify the defaulting party by means of a letter delivered by notary public addressed to the attorneys-in-fact designated in this Agreement to receive communications or to those who replace or substitute for them, specifying the event, its circumstances and attaching the background information on which it is based. In such event the party charged with default shall cure within a period of (i) 30 Business Days for the reason in Sections 23.1(c), 23.1(d) and 23.1(h), and (ii) 90 Business Days for the reasons in Sections 23.1(e) and 23.1(g). If the default is not remedied within the said period CORFO may terminate the Agreement by giving notice of termination. The foregoing is without limitation of any other action or right of CORFO. |
TWENTY-FOURTH: Guaranty.
Sociedad Química y Minera de Chile S.A. establishes itself as guarantor and co-debtor in favor of CORFO, for all the obligations assumed by the Company under this Agreement, especially those of payment of Rent and mining concession fees, accepting as of now the extensions, agreements and/or renewals that may be agreed or granted to the Company with respect to these obligations by CORFO.
TWENTY-FIFTH: Term.
The present consolidated text of the Agreement shall be in force from the Commencement Date and until December 31, 2030 or any other date prior to that which may be agreed upon by the Parties or which results from the application of the Twenty-Third Clause (Causes for Early Termination and Remediation Period) (the “Term of the Agreement”).
TWENTY SIXTH: New Contracting Party or Operator.
CORFO undertakes to use its best efforts to initiate a public bidding or contracting process for the execution of an act or contract for the exploitation of the Properties no later than June 30, 2027 and to settle it no later than July 30, 2029, except in the case of a Force Majeure Event. The Company undertakes to provide all the facilities and to allow CORFO and third parties interested in the public bidding or contracting process to enter, as required for the normal development of such processes. Such third parties must previously have executed the confidentiality agreements agreed between CORFO and the Company. In the event that by July 30, 2029 the process has not been concluded, or if, once the contracting processing is concluded and due to a fact not attributable to the Parties, the material delivery of the Properties to the new contractor or operator has not occurred, and in order to maintain the continuity of the exploitation of the Properties, CORFO may extend the Term of the Agreement and the term of the Lease Agreement for up to one year, subject to the corresponding environmental permits.
TWENTY SEVENTH: Confidentiality.
27.1. | Given that CORFO under this Agreement will have access to relevant information and background on the Companies, which implies the management and knowledge of confidential and sensitive information of the Companies, CORFO agrees to |
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maintain under strict reserve and confidentiality the information that the Company delivers to it on the occasion of the execution of the Agreements. In addition, and in order to avoid that such information may be known by third parties and especially by competitors the Company, and in order to prevent any risk of infringement of Decree Law 211 of 1973, which establishes Rules for the Defense of Free Competition. CORFO undertakes to use its best efforts so that its executives, directors, Representatives, employees, lawyers, consultants, advisors or other representatives are subject to the same obligations of confidentiality, with CORFO responding in any case for a breach by any of them. The foregoing excludes information that must be delivered by law or in compliance with a court order or any administrative or supervisory authority legally empowered to require such delivery, in which case, CORFO will give advance written notice to the Company of such requirement, except in those cases in which CORFO is legally prohibited from giving such notice to the Company.
27.2. | The Parties shall ensure that the External Auditors are subject to the same obligations contained in this Clause. |
27.3. | The obligations under this Clause shall remain in force for the entire Term of the Agreement and shall survive for the 5 years following its termination. |
TWENTY-EIGHTH: Dispute Resolution and Arbitration.
All difficulties or disputes relating to this Agreement, including, without limitation, those relating to its performance or breach, application, interpretation, validity or invalidity, enforceability, nullity or resolution, termination, determination of damages in connection with its breach and questions relating to the tribunal’s own jurisdiction and venue, shall be resolved by an arbitral tribunal composed of three mixed arbitrators, that is, arbitrators as to procedure and arbitrators ruling in judgment (the “Arbitral Tribunal”), in accordance with the Arbitration Procedural Rules of the Arbitration and Mediation Center of the Santiago Chamber of Commerce A.G. in effect on the date the arbitration proceeding commences. If, together with an arbitration under this Agreement, a dispute arises in relation to the Lease Agreement, both disputes shall be heard by the same arbitral tribunal, and both proceedings shall be joined to end with a single judgment. The Party requesting arbitration shall appoint the first arbitrator together with its request for arbitration to the Arbitration and Mediation Center of the Santiago Chamber of Commerce A.G. and shall communicate to the other party the name of the arbitrator appointed and of the request made to the CAM. The other Party shall appoint the second arbitrator within 15 days of being notified of the request for arbitration and the name of the arbitrator appointed by the other party. The two arbitrators appointed by the Parties shall appoint the third arbitrator within 15 days after the notification of the appointment of the second arbitrator. In the event that (i) the other Party fails to appoint an arbitrator or (ii) the two arbitrators appointed by the Parties fail to reach an agreement with respect to the appointment of a third arbitrator within the time limits set forth above, it shall be the duty of the Santiago Chamber of Commerce A.G. to appoint the second arbitrator and third arbitrator, or only the latter, as the case may be, for which purpose the Parties grant special and irrevocable power of attorney to the Santiago Chamber of Commerce A.G., so that, at the written request of any of the Parties, it may
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appoint the mixed arbitrators from among the lawyers who are members of the arbitration body of the CAM. Together with the appointment of each arbitrator, the Parties shall have the right to veto, without cause, up to a maximum of three of the arbitrators of the aforementioned arbitration body. If, for any reason, the Santiago Chamber of Commerce A.G. is unable to fulfill its mandate, the appointment of the second and/or third arbitrator, as the case may be, shall be made by any of the judges on duty in civil matters of the commune of Santiago, and the appointment shall be made by a person who has served as an attorney member of the Supreme Court for at least three years, or by a person who, at the time of the appointment, has been a member of the Supreme Court for at least three years, or in a person who at the time of the commitment is a professor of civil law or commercial law of the law schools of the Universidad de Chile or Pontificia Universidad Católica de Chile, based in Santiago, for at least five years.
The arbitration proceedings shall be conducted in the city of Santiago and in a confidential manner, and the appointed arbitrators and the Parties shall be prohibited from communicating to third parties the terms of the arbitration and the background information presented therein or brought to the attention of the Arbitral Tribunal by the opposing party, except insofar as such communication is necessary on the occasion of the appeals or legal proceedings requested or carried out by the Parties or constituting a legal requirement. There will be no recourse against a final judgment of the Arbitral Tribunal, except in the case of a complaint, a cassation appeal on the grounds of ultrapetita or incompetence, and an appeal for clarification, rectification or amendment. An appeal for reconsideration may be lodged against other rulings. The existence of a dispute or controversy regarding the performance or non-performance of the Agreement shall not authorize the Parties to unilaterally suspend the performance of their reciprocal obligations, subject to the Arbitral Tribunal’s decision. In the event of the expiration of the time for the Arbitral Tribunal to exercise its jurisdiction, unless otherwise agreed by the Parties, a new Arbitral Tribunal shall be appointed in the same manner as the first Arbitral Tribunal was appointed, which shall continue the proceedings in the state in which they were at the expiration of the time limit of the first Arbitral Tribunal, all the proceedings before the first Arbitral Tribunal being valid and effective. In this case, the new Arbitral Tribunal to be appointed shall be composed of persons other than those who were members of the tribunal which failed to perform its duties within the time limit.
TWENTY-NINTH: Notices.
Until written notice specifying a different address is given, any notice with respect to the Agreement shall be deemed to have been duly given if delivered personally or by registered letter addressed to:
(a) | The Chief Executive Officer of SQM Salar S.A., SQM Potasio S.A. and Sociedad Química y Minera de Chile S.A., at the address of El Trovador 4285, 6th Floor, Las Condes, with a copy to the Legal Vice President, at the same address. |
(b) | The Executive Vice President of CORFO at the address of Moneda 921, 8th floor, Santiago, Chile. |
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Notice by public or private mail company, with certification and guarantee of delivery shall be deemed to have been given on the day duly certified by such company.
THIRTIETH: Access to Information.
CORFO through its representatives shall have the right to request from the Company and to access at least the information contained in Annex 7.
THIRTY-FIRST: Agreement Modifications.
Any total or partial modification or of any of the terms of this Agreement shall only take effect to the sole and exclusive extent that it has been previously agreed and authorized in writing and in such express by the Parties.
THIRTY-SECOND: Applicable Law.
This Agreement shall be governed by Chilean law.
THIRTY THIRD: Expenses.
All notary fees and expenses incurred in connection with the execution of this Agreement shall be borne by the Company.
THIRTY-FOURTH: Interpretation.
In this Agreement the following will be understood, unless the context otherwise requires:
(a) | Headings are for convenience only and shall not affect the interpretation of this Agreement; |
(b) | Unless otherwise specified, references to “Clauses”, “Sections” and “Annexes” constitute references to the clauses, sections and annexes of this Agreement; |
(c) | Each and every one of the Annexes are part of this Agreement for all legal and contractual purposes, and are formalized together with this deed under number 201. |
(d) | The expression “days” means calendar days, notwithstanding the foregoing, in the event that a term expires on a Saturday, Sunday or holiday, the term shall be extended until the immediately following business day, and the expression “Business Days” has the meaning indicated in the Fifth Clause (Definitions); |
(e) | References to any Party or governmental entity named in this Agreement shall include its successors or permitted assigns; |
(f) | The reference to plural shall have the same meaning as the singular defined above, and vice versa; and |
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(g) | Reference to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement, as amended, supplemented or replaced from time to time, if such amendment, supplement or replacement is specifically authorized by this Agreement in accordance with its terms, and as applicable, subject to compliance with the requirements contained herein. |
(h) | In numerical expressions and amounts of money, a period is used to separate thousands, and a comma is used to indicate decimals. |
(i) | With respect to securities or indexes used in this Agreement: (i) If at any time during the Term of the Agreement any index used in this Agreement ceases to be published and is not replaced as indicated in this Agreement, the Parties, acting in good faith, shall agree on the mechanism to replace it, applying to that effect parameters equivalent to those considered in the original indexes; and (ii) If any index or value is published with any error, and this is corrected within the following twelve months, then the Parties shall correct the value or index by proceeding to the corresponding re-statements. |
(j) | The conversion of the various lithium products shall be governed by the equivalency factors set forth in Annex 10. |
THIRTY-FIFTH: Capacity.
The capacity of Mr. Eduardo Bitrán Colodro to act for and on behalf of Corporación de Fomento de la Producción is recorded in Decree number eighty-one of the Ministry of Economy, Development and Tourism dated March 18, 2014. The capacity of Mr. Patricio de Solminihac Tampier and Mr. Ricardo Ramos Rodríguez, to act for and on behalf of Sociedad Química y Minera de Chile S.A., is recorded in a public deed dated January 12, 2018, executed in this notary’s office. The capacity of Mr. Patricio de Solminihac Tampier and Mr. Ricardo Ramos Rodríguez, to act for and on behalf of SQM Salar S.A., is recorded in a public deed dated January 12, 2018, executed in this notary’s office. The capacity of Mr. Patricio de Solminihac Tampier and Mr. Ricardo Ramos Rodríguez, to act for and on behalf of SQM Potasio S.A., is evidenced by a public deed dated January 12, 2018, executed in this notary’s office. The aforementioned instruments are valid, are currently in force, allow the entering into and execution of this document in the terms described herein and are not inserted at the express request of the appearing parties.
| 36 | SQM - Corfo Project Agreement |
Exhibit 10.3
CONSOLIDATED AND UPDATED TEXT OF ANNEXES
TO
THE OMA MINING PROPERTIES LEASE AGREEMENT
CORPORACIÓN DE FOMENTO DE LA PRODUCCIÓN
AND
SQM SALAR S.A. AND OTHERS
AND
THE AGREEMENT FOR THE SALAR DE ATACAMA PROJECT
CORPORACIÓN DE FOMENTO DE LA PRODUCCIÓN
AND
SQM POTASIO S.A. AND OTHERS
ANNEX 1
REFERENCE MAP OF THE PROPERTIES, RIGO MINING PROPERTIES AND SAL-SALAR PROPERTIES
ANNEX 2
PROTECTION RING 10 REFERENCE PLAN
ANNEX 3
REFERENCE PLAN OF PROTECTION RING 2
ANNEX 4
ASSETS SUBJECT TO RESTITUTION
ANNEX 5
RENT RATES
Rent will be calculated and paid, with respect to each of the products indicated below, by sales price (net of taxes) and rate brackets, in the progression indicated in each case:
TECHNICAL GRADE AND BATTERY GRADE LITHIUM CARBONATE
Price range Li2CO3 in US$/MT | Tiered Rent Rate, Progressive and Marginal (%) |
0 to 4.000 | 6.8% (*) |
Over 4,000 to 5,000 | 8.0% |
Over 5,000 to 6,000 | 10.0% |
Over 6,000 to 7,000 | 17.0% |
Over 7,000 to 10,000 | 25.0% |
Over 10,000 | 40.0% |
(*) For the New Quota and Original Quota: As long as the Company’s accumulated sales of battery grade Lithium Carbonate, technical grade Lithium Carbonate, technical grade Lithium Hydroxide and battery grade Lithium Hydroxide in each year, measured in Mt does not exceed 60% of the Theoretical Production Capacity (as defined in Annex 9), the result of applying the 6.8% rate on the sales of the same products will be discounted by US$ 272 for each Mt sold by the Company. This discount will apply only in this price range. Once the Company’s cumulative sales of battery grade Lithium Carbonate, technical grade Lithium Carbonate, technical grade Lithium Hydroxide and battery grade Lithium Hydroxide in each year, measured in Mt of the same products, exceed the Minimum Operating Capacity for Guaranteed Payment (Annex 9), this discount will not be applied on the Mt that exceed the annual Minimum Operating Capacity for Guaranteed Payment. All of the above will not be applicable for purposes of calculating the Rent for Lithium Hydroxide converted from Lithium Carbonate, nor for calculating the Rent for Lithium Products converted from Other Lithium Products according to Annex 6.
TECHNICAL GRADE AND BATTERY GRADE LITHIUM HYDROXIDE
Price range LiOH in US$/MT | Tiered Rent Rate, Progressive and Marginal (%) |
0 to 5,000 | 6.8% (*) |
Over 5,000 to 6,000 | 8.0% |
Over 6,000 to 7,000 | 10.0% |
Over 7,000 to 10,000 | 17.0% |
Over 10,000 to 12,000 | 25.0% |
Over 12,000 | 40.0% |
(*) For the New Quota and Original Quota: As long as the Company’s accumulated sales of battery grade Lithium Carbonate, technical grade Lithium Carbonate, technical grade Lithium Hydroxide and battery grade Lithium Hydroxide in each year, measured in Mt does not exceed 60% of the Theoretical Production Capacity (as defined in Annex 9), the result of the application of the 6.8% rate on the sales of the same products will be discounted by US$ 272 for each Mt sold by the Company. This discount will apply only in this price range. Once the Company’s cumulative sales of battery grade Lithium Carbonate, technical grade Lithium Carbonate, technical grade Lithium Hydroxide and battery grade Lithium Hydroxide in each year, measured in Mt of the same products, exceed the Minimum Operating Capacity for Guaranteed Payment (Annex 9), this discount will not be applied on the Mt that exceed the annual Minimum Operating Capacity for Guaranteed Payment. All of the above will not be applicable for purposes of calculating the Rent for Lithium Hydroxide converted from Lithium Carbonate, nor for calculating the Rent for Lithium Products converted from Other Lithium Products according to Annex 6.
POTASSIUM CHLORIDE
Price Range KCl in US$/MT | Tiered Rent Rate, Progressive and Marginal (%) |
0 to 300 | 3.0% |
Over 300 to 400 | 7.0% |
Over 400 to 500 | 10.0% |
Over 500 to 600 | 15.0% |
About 600 | 20.0% |
POTASSIUM SULFATE
Price range K2SO4 US$/MT | Tiered Rent Rate, Progressive and Marginal (%) |
0 to 500 | 3.0% |
Over 500 to 600 | 7.0% |
Over 600 to 700 | 10.0% |
Over 700 to 800 | 15.0% |
About 800 | 20.0% |
MAGNESIUM CHLORIDE OR BISCHOFITE
Rent Rate (%) 10% |
SODIUM CHLORIDE (HALITE)
Rent Rate (%) 10% |
BORIC ACID
Rent Rate (%) 10% |
OTHER PRODUCTS
Provisional Rent Rate (%) 10% |
OTHER LITHIUM PRODUCTS
Provisional Rent Rate (%) 10% |
Other Rules:
(a) | The Rent associated with the Original Quota will be distributed in equal volumes between 2024 and 2030, and will be determined using a single rate of 6.8% for Lithium Carbonate and Lithium Hydroxide (*). |
(b) | The minimum theoretical sales volume in any event for Potassium Chloride is maintained at 132,500 Mt quarterly. |
(c) | The minimum theoretical sales volume in any event for Potassium Sulfate is maintained at 43,750 Mt quarterly. |
(d) | The minimum theoretical sales volume in any event for Boric Acid is maintained at 5,500 Mt quarterly at the average FOB Chilean export price for the period and at a rate of 1.8% or 10% of the actual sales made. The higher of the two above values will be used. |
(e) | Fixed annual Rent of US$ 15,000 equivalent to US$ 3,750 per quarter. |
(f) | Sales of moist, unfinished potassium chloride, based on its degree of processing required for international markets, and which are carried out between the Company and its Related Parties for conversion to other products, shall be subject to the corresponding rate according to the price range as established in this Annex, using for such purpose 81% of the average sales price of Potassium Chloride, finished product, to an unrelated end customer in the respective quarter. |
ANNEX 6
RENT CALCULATION MECHANISM
The Company will determine the amount of Rent corresponding to each Rent Period in the manner indicated in Section 7.3 of the Lease Agreement, according to the calculation indicated below:
The Company will pay Rent for each product, as indicated:
Total Rent Payment Period
=Rent Lithium Carbonate Battery Grade
+Rent Lithium Carbonate Technical Grade
+Rent Lithium Hydroxide Battery Grade
+Rent Lithium Hydroxide Technical Grade
+Rent Other Lithium Products
+Rent KCl
+Rent SOP
+Rent ABO
+Rent Magnesium Chloride
+Rent Sodium Chloride
+Rent Other Products
+Fixed Rent
In general, the formula for calculating the Rent for each product is as follows:
Rent = ∑ (Sales Volume x Rate x Sales Price)
Where,
Sales volume | : | Corresponds to the Mt of the product invoiced by the Company. |
| | |
Rate | : | Corresponds to the progressive and marginal rates applicable on the portion of the Sales Price according to each price range, in accordance with the rate tables shown in Annex No. 5. |
Sales Price | : | It will be determined for each product as distinguished in each corresponding situation: |
The Sales Price is defined in Dollars. For these purposes, when the sales made and used for the calculation of Rent are expressed in a currency other than Dollars, the currency parity reported by the Central Bank of Chile (or the entity that substitutes or replaces it in such function) will be used for conversion to such currency on the date of issuance of the respective sales document, and in the event that there is no parity value on such date, the parity value of the previous Business Day will be used.
(1)CALCULATION MECHANISM OF LITHIUM PRODUCTS
The following mechanisms will be applicable to the total Mt sold by the Company under the New Quota, Additional Quota and Efficiency Quota. In the case of the Original Quota, which is distributed in equal volumes between 2024 and 2030, the Company will pay exclusively 6.8% on the net sales price imposed per Mt, resulting from the corresponding mechanism detailed below, except as indicated in Section 11.4(c) of the Project Agreement. The Rent calculated at the rate of 6.8% for the Original Quota will be reduced by US$ 272 for each Mt sold as long as the cumulative sale of battery grade Lithium Carbonate, technical grade Lithium Carbonate, technical grade Lithium Hydroxide and battery grade Lithium Hydroxide in each year, measured in Mt does not exceed 60% of the Theoretical Production Capacity (as defined in Annex 9). Once the cumulative sale of battery grade Lithium Carbonate, technical grade Lithium Carbonate, technical grade Lithium Hydroxide and battery grade Lithium Hydroxide in each year, measured in Mt of the same products, exceeds the Minimum Operating Capacity for Guaranteed Payment (Annex 9), this discount will not be applied on the Mt that exceed the annual Minimum Operating Capacity for Guaranteed Payment. All of the above will not be applicable for purposes of calculating
the Rent for Lithium Hydroxide converted from Lithium Carbonate, nor for calculating the Rent for Lithium Products converted from Other Lithium Products in accordance with this Annex 6.
CASE A: If sales to Unrelated Third Parties equal or exceed 50% of the Company’s total sales in the Payment Period and those sales are made to at least 3 different customers and none of them represents more than 70% participation of those sales, then Rent will be determined as follows:
Rent Product a = Rent 1 + Rent 2 + Rent 3 + Rent 4
Rent 1: For sales invoiced by the Company to an Unrelated Third Party:
Rent 1 =
Where, | | |
| | |
Sales price i | : | |
Sales volume i | : | Corresponds to the Mt of the product identified in invoice i. |
Rate | : | Corresponds to the resulting progressive and marginal rates according to the Sales Price i. |
Rent 2: For sales invoiced by the Company to a Related Party, whose destination is the sale to an end customer or Unrelated Third Party and/or the sale for conversion into Lithium Products and/or Other Lithium Products:
Rent 2 =
Where, | | |
| | |
Sales volume i | : | Corresponds to the Mt of the product identified in invoice i. |
Price j | : | Corresponds to the higher value between (a) the sales price i, and (b) the final sales price. |
| | |
| | |
Sales price i | : | |
Final selling price | : | |
Value net of taxes 2 | : | Corresponds to the value net of taxes invoiced by SQM and all its Related Parties other than the Company to all Unrelated Third Parties, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Sales volume 2 | : | Corresponds to the total amount of product invoiced by SQM and all Related Parties, other than the Company, to all Unrelated Third Parties in Mt. |
| | |
Rate | : | Corresponds to the resulting progressive and marginal rates according to Price j. |
Rent 3: Reassessment for sales invoiced by a Related Party to an Unrelated Third Party of Other Lithium Products converted from Lithium Products:
Rent 3 = maximum {Conversion Volume × [(Conversion Price × Conversion Rate) - (Lithium Product Price Used in Conversion × Lithium Product Rate)]; 0}
Where, | | |
| | |
Volume Conversion | : | Corresponds to the amount of Other Lithium Products converted and sold by SQM and all Related Parties other than the Company, invoiced to an Unrelated Third Party in Mt, from Lithium Products produced by the Company. |
| | |
Price Conversion | : | |
Value net of taxes conversion | : | Corresponds to the value net of taxes of invoices to Unrelated Third Parties for Other Converted Lithium Products, incorporating (a) debit notes related to the invoices, and (b) credit notes associated with such invoices, which have been issued in the Rent Period by SQM and all Related Parties other than the Company. |
Conversion Rate | : | Corresponds to the rate(s) resulting from the Other Lithium Product. |
Price of Lithium Product used in Conversion | : | Corresponds to the weighted average price of Technical Grade Lithium Carbonate or Technical Grade Lithium Hydroxide of the same Rent Period in which the reassessment is made. |
| | |
Lithium Product Rate | : | Corresponds to the progressive and marginal rates of the resulting Lithium Carbonate or Lithium Hydroxide according to the Price of the Lithium Product used in Conversion. |
Rent 4: Reassessment for sales invoiced by a Related Party to an Unrelated Third Party of Lithium Hydroxide converted from Lithium Carbonate
Rent 4 = maximum {Conversion Volume × [(Conversion Price × Hydroxide Rate) - (Carbonate Price × Carbonate Rate)]; 0} Where, | ||
| | |
Volume Conversion | : | Corresponds to the amount of Lithium Hydroxide converted according to its technical specification and sold by SQM and all Related Parties other than the Company, invoiced to an Unrelated Third Party in Mt, from Lithium Carbonate produced by the Company. |
Price Conversion | : | |
Value net of taxes conversion | : | Corresponds to the value net of taxes of invoices to Unrelated Third Parties for converted Lithium Hydroxide, incorporating (a) debit notes related to the invoices, and (b) credit notes associated with such invoices, which have been issued in the Rent Period by SQM and all Related Parties other than the Company. |
| | |
Hydroxide rate | : | Corresponds to the rates of Lithium Hydroxide according to Annex 5 in accordance with the Conversion Price. |
Carbonate Rate | : | Corresponds to the rate of Lithium Carbonate according to Annex 5 in accordance with the Carbonate Price. |
| | |
Carbonate Price | : | Corresponds to the weighted average price of Technical Grade Lithium Carbonate of the same Rent Period in which the remeasurement is made. |
CASE B: If sales to Unrelated Third Parties (i) are less than 50% of the Company’s total sales for the respective Payment Period or (ii) being greater than or equal to 50%, sales to Unrelated Third Parties (x) are made to less than 3 different customers or (y) sales to any of these customers represent more than 70% of these sales to Unrelated Third Parties, then the following alternatives will be presented:
(i) | If (i) the total sales of the Company and all its Related Parties in the Payment Period that are consolidated in SQM’s financial statements reflect a percentage of sales to Unrelated Third Parties equal or greater than 50% of those, (ii) the |
sales to Unrelated Third Parties are made to a minimum of 3 different customers and (iii) none of them represents more than 70% participation of these sales, then the Rent will be calculated:
Rent =
Where, | | |
| | |
Sales volume i | : | Corresponds to the Mt of the product identified on the Company’s invoice i. |
| | |
Price | : | Corresponds to the higher of (a) the Consolidated Unrelated Sales Price and (b) the Unrelated Sales Price. |
Unrelated selling price | : | |
Unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements only to the Unrelated Third Parties in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the respective Rent Period. |
Unrelated sales volume | : | Corresponds to the sales volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Rent Period. |
Consolidated unrelated sales price | : | |
| | |
Consolidated unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all Related Third Parties that are not consolidated in their financial statements in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the respective Rent Period. |
Consolidated unrelated sales volume | : | Corresponds to the sales volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the respective Rent Period. |
Rate | : | Corresponds to the resulting progressive and marginal rates according to the Price. |
Reassessment Conversion 1: Reassessment for sales invoiced by a Related Party to an Unrelated Third Party of Lithium Hydroxide converted from Lithium Carbonate.
Conversion Revaluation = maximum {Conversion Volume × [(Conversion Price × Hydroxide Rate) - (Carbonate Price × Carbonate Rate)]; 0} Where, | ||
| | |
Volume Conversion | : | Corresponds to the amount of lithium hydroxide converted according to technical specifications and sold by SQM and all Related Parties other than the Company, invoiced to an Unrelated Third Party in Mt, from lithium carbonate produced by the Company. |
Price Conversion | : | |
Value Net of taxes conversion | : | Corresponds to the value net of taxes of the invoice to the Unrelated Third Party of the converted Lithium Hydroxide, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period by SQM and all Related Parties other than the Company. |
Rate Hydroxide | : | Corresponds to the rates of Lithium Hydroxide according to Annex 5 in accordance with the Conversion Price. |
Carbonate Rate | : | Corresponds to the rate of Lithium Carbonate according to Annex 5 in accordance with the Carbonate Price. |
| | |
Carbonate Price | : | Corresponds to the price of Technical Grade Lithium Carbonate of the same Rent Period in which the recalculation is made, which in this case will be used for the calculation of the Rent. |
Reassessment Conversion 2: Reassessment for sales invoiced by a Related Party to an Unrelated Third Party for Other Lithium Products converted from Lithium Products
Conversion 2= maximum {Conversion Volume × [(Conversion Price × Conversion Rate) - (Lithium Product Price used in Conversion × Lithium Product Rate)]; 0}
Where, | | |
| | |
Volume Conversion | : | Corresponds to the amount of Other Lithium Products converted and sold by SQM and all Related Parties other than the Company, invoiced to an Unrelated Third Party in Mt, from Lithium Products produced by the Company. |
| | |
Price Conversion | : | |
Value net of taxes conversion | : | Corresponds to the value net of taxes of invoices to Unrelated Third Parties for Other Converted Lithium Products, incorporating (a) debit notes related to the invoices, and (b) credit notes associated with such invoices, which have been issued in the Rent Period by SQM and all Related Parties other than the Company. |
Conversion Rate | : | Corresponds to the rate(s) resulting from the Other Lithium Product. |
Price of Lithium Product used in Conversion | : | Corresponds to the weighted average price of Technical Grade Lithium Carbonate or Technical Grade Lithium Hydroxide of the same Rent Period in which the remeasurement is made. |
| | |
Lithium Product Rate | : | Corresponds to the progressive and marginal rates of the resulting Lithium Carbonate or Lithium Hydroxide according to the Lithium Product Price. |
(ii) | If (i) the total sales of all Related Parties for the Payment Period that are consolidated in SQM’s financial statements (x) reflect a percentage of sales to Unrelated Third Parties of less than 50% of those, or (y) being greater than or equal to 50% of those, (a) the sales to Unrelated Third Parties are made to less than 3 different customers or (b) any one of them represents more than 70% of the participation of these sales to Unrelated Third Parties, then the Rent will be calculated as follows: |
Provisional rent = + Reassessment conversion 1 + Reassessment conversion 2
Where, | | |
| | |
Sales volume i | : | Corresponds to the Mt of the product identified in the Company’s invoice i. |
| | |
Provisional price | : | Corresponds to the higher of (a) the Consolidated Unrelated Sales Price and (b) the Unrelated Sales Price. |
Unrelated sales price | : | |
Unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements only to the Unrelated Third Parties in the Rent Period, incorporating (a) |
the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the respective Rent Period. | ||
Unrelated sales volume | : | Corresponds to the sales volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Revenue Period. |
Consolidated unrelated sales price | : | |
Consolidated unrelated value | : | Corresponds to the value net of taxes invoiced by the Company and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Consolidated unrelated sales volume | : | Corresponds to the Sales Volume in Mt, invoiced by are consolidated Company and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the Revenue Period. |
Provisional rate | : | Corresponds to the effective rate resulting from the provisional Price. |
Given this situation, the Company will recalculate, settle and pay the Rent, in the following period, with respect to the positive differences that occur between the provisional price used to determine the Rent paid and the price determined by an independent expert appointed in accordance with the mechanism described in Section 7.3(g) of the Lease Agreement, as applicable, and will set the price, procedure and/or alternative price calculation formula for the payment of the respective quarter and the following quarters if necessary. Rent Reassessment = Where, Final rate : Corresponds to the effective rate resulting from the Final Price. Final price : Corresponds to the higher of (a) the Provisional Price and (b) the Expert Price. Expert Price : Corresponds to the price determined through the Challenge Procedure. | ||
Reassessment Conversion 1: Reassessment for sales invoiced by a Related Party to Unrelated Third Parties of lithium hydroxide converted from lithium carbonate Conversion 1 reimbursement = maximum {Conversion Volume × [(Conversion Price × Hydroxide Rate) - (Carbonate Price × Carbonate Rate)]; 0} Where, Volume Conversion : Corresponds to the amount of lithium hydroxide converted according to technical specifications and sold by SQM and all Related Parties other than the Company, invoiced to an Unrelated Third Party in Mt, from lithium carbonate produced by the Company. Price Conversion : Value net of taxes conversion : Corresponds to the value net of taxes of invoices to Unrelated Third Parties for lithium hydroxide converted, incorporating (a) debit notes related to the invoices, and (b) credit notes associated with such invoices, which have been issued in the Rent Period by SQM and all Related Parties other than the Company. Hydroxide rate : Corresponds to the Lithium Hydroxide rates according to Annex 5 in accordance with Conversion Price. | ||
Carbonate Rate : Corresponds to the rate of Lithium Carbonate according to Annex 5 in accordance with the Carbonate Price. Carbonate Price : Corresponds to the price of Technical Grade Lithium Carbonate of the same Rent Period in which the recalculation is made, which in this case will be used for the calculation of the Rent. Reassessment Conversion 2: Reassessment for sales invoiced by a Related Party to an Unrelated Third Party for Other Lithium Products converted from Lithium Products Conversion 2= maximum {Conversion Volume × [(Conversion Price × Conversion Rate) - (Lithium Product Price used in Conversion × Lithium Product Rate)]; 0} Where, Volume Conversion : Corresponds to the amount of Other Lithium Products converted and sold by SQM and all Related Parties other than the Company, invoiced to an Unrelated Third Party in Mt, from Lithium Products produced by the Company. Price Conversion : Value net of taxes conversion : Corresponds to the value net of taxes of invoices to Unrelated Third Parties for Other Converted Lithium Products, incorporating (a) debit notes related to the invoices, and (b) credit notes associated with such invoices, which have been issued in the Rent Period by SQM and all Related Parties other than the Company. Conversion Rate : Corresponds to the rate(s) resulting from the Other Lithium Product. Price of Lithium Product used in Conversion : Corresponds to the weighted average price of Technical Grade Lithium Carbonate or Technical Grade Lithium Hydroxide of the same Rent Period in which the remeasurement is made. Lithium Product Rate : Corresponds to the progressive and marginal rates of the resulting Lithium Carbonate or Lithium Hydroxide according to the Lithium Product Price. |
CASE C: If the sales of the Company or its Related Parties for the Payment Period do not allow the application of the mechanisms described above, and only as long as it is not possible to apply CASES A and B above, an independent expert appointed pursuant to the mechanism described in Section 7.3(g) of the Lease, as applicable, shall set the price, procedure and/or alternative price calculation formula for the payment of the respective quarter and the following quarters if necessary.
(2)CALCULATION MECHANISM OTHER LITHIUM PRODUCTS
Rent will be calculated as follows:
CASE A: If sales to Unrelated Third Parties equal or exceed 50% of the Company’s total sales in the Payment Period and those sales are made to at least 3 different customers and none of them represents more than 70% participation of those sales, then Rent will be determined as follows:
Renta = Rent 1 + Rent 2
Rent 1: For sales invoiced by the Company to an Unrelated Third Party:
Rent 1 =
Where, | | | ||
| | | ||
Sales price i | : | | ||
Sales volume i | : | Corresponds to the Mt of the product identified in the invoice i. | ||
Rate | : | As indicated in Annex 5 for each product. | ||
Rent 2: For sales invoiced by the Company to a Related Party, whose destination is the sale to a final customer or Unrelated Third Party, not including sales for conversion into other products:
Rent2 =
Where, | |||||
| | | |||
Sales volume i | : | Corresponds to the Mt of the product identified in the invoice i. | |||
Rate | : | As indicated in Annex 5 for each product. | |||
Price j | : | It corresponds to the higher value between (a) the selling price i, and (b) the final selling price. | |||
Sales price i | : | | |||
Final selling price | : | | |||
Value net of taxes 2 | : | Corresponds to the value net of taxes invoiced by SQM and all its Related Parties, other than the Company, to all Unrelated Third Parties, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. | |||
Sales volume 2 | : | Corresponds to the total amount of product invoiced by SQM and all Related Parties, other than the Company, to all Unrelated Third Parties, in Mt. | |||
CASE B: If sales to Unrelated Third Parties (i) are less than 50% of the Company’s total sales for the respective Payment Period or (ii) being greater than or equal to 50%, sales to Unrelated Third Parties (x) are made to less than 3 different customers or (y) sales to any of these customers represent more than 70% participation of these sales to Unrelated Third Parties, then the following alternatives will be presented:
(i)If (i) the total sales of the Company and all its Related Parties in the Payment Period that are consolidated in SQM’s financial statements reflect a percentage of sales to Unrelated Third Parties equal or greater than 50% of those, (ii) the sales to Unrelated Third Parties are made to a minimum of 3 different customers and (iii) none of them represents more than 70% participation of these sales, then the Rent will be calculated:
(ii)
Rent =
Where, | | |
| | |
Sales volume i | : | Corresponds to the Mt of the product identified on the Company’s invoice i. |
Rate | : | As indicated in Annex 5 for each product. |
Price | : | Corresponds to the higher of (a) the Consolidated Unrelated Sales Price and (b) the Unrelated Sales Price. |
Unrelated selling price | : | |
Unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the respective Rent Period. |
Unrelated sales volume | : | Corresponds to the sales volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Revenue Period. |
Consolidated unrelated sales price | : | |
| | |
Consolidated unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all Related Third Parties that are not consolidated in their financial statements in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the respective Rent Period. |
Consolidated unrelated sales volume | : | Corresponds to the sales volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the respective Revenue Period. |
(iii)If (i) the total sales of all Related Parties for the Payment Period that are consolidated in SQM’s financial statements (x) reflect a percentage of sales to Unrelated Third Parties of less than 50% of those, or (y) being greater than or equal to 50% of those, (a) the sales to Unrelated Third Parties are made to less than 3 different customers or (b) any one of them represents more than 70% of the participation of these sales to Unrelated Third Parties, then the Rent will be calculated as follows:
Provisional rent=
Where, | | |
| | |
Sales volume i | : | Corresponds to the Mt of the product identified on the Company’s invoice i. |
Rate | : | As indicated in Annex 5 for each product. |
Provisional price | : | Corresponds to the higher of (a) the Consolidated Unrelated Sales Price and (b) the Unrelated Sales Price. |
Unrelated selling price | : | |
Unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Unrelated sales volume | : | Corresponds to the Sales Volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Revenue Period. |
Consolidated unrelated sales price | : | |
| | |
Consolidated unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Consolidated unrelated sales volume | | Corresponds to the Sales Volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the Rent Period. |
Given this situation, the Company will recalculate, settle and pay the Rent, in the following period, with respect to the positive differences that may occur between the provisional price used to determine the Rent paid and the price determined by an independent expert appointed in accordance with the mechanism described in Section 7.3(g) of the Lease Agreement, who will, as applicable, will set the price, procedure and/or alternative price calculation formula for the payment of the respective quarter and the following quarters if necessary. | ||
Income Reassessment = Where, Rate : As indicated in Annex 5 for each product. Final price : Corresponds to the higher of (a) the Provisional Price and (b) the Expert Price. Expert Price : Corresponds to the price determined through the Appeals Procedure. |
CASE C: For sales of Other Lithium Products marketed by the Company to Related Parties whose purpose is exclusively the conversion to Lithium Products, Cases A and B above will not be applicable, therefore the Rent will be calculated as follows:
Rent= Volume Other Lithium Product × Conversion Factor × Lithium Product Price × Lithium Product Rate Where, | |||||
| | | |||
Volume Other Lithium Product | : | Corresponds to the amount of Other Lithium Products sold by the Company in the Rent Period to SQM and all Related Parties other than the Company, in Mt, for conversion to Lithium Product. | |||
Conversion Factor | : | Corresponds to the conversion factor from Other Lithium Products to Lithium Product, as indicated in Annex 10. | |||
| | | |||
Lithium Product Price | : | Corresponds to the price of battery grade Lithium Carbonate or battery grade Lithium Hydroxide, used for the calculation of the Rent for the same Rent Period, as applicable. | |||
| | | |||
Lithium Product Rate | : | Corresponds to the rates of the respective Lithium Product according to Annex 5. | |||
CASE D: If the sales of the Company or its Related Parties for the Rental Period do not allow the application of the mechanisms described above, and only as long as it is not possible to apply CASES A, B or C above, an independent expert appointed pursuant to the mechanism described in Section 7.3(g) of the Lease, as applicable, shall set the price, procedure and/or alternative price calculation formula for the payment of the respective quarter and the following quarters if necessary.
(3)CALCULATION MECHANISM FOR POTASSIUM CHLORIDE
The Company will pay for Potassium Chloride an amount equal to the higher of (x) a minimum sales volume for payment at all events equal to 132,500 Mt per quarter times the weighted average price for the period of sales to unrelated customers or Unrelated Third Parties made by SQM and all its Related Parties in the same period and a rate of 1.8% and (y) the result of applying the following mechanism:
CASE A: If sales to Unrelated Third Parties equal or exceed 50% of the Company’s total sales in the Payment Period and those sales are made to at least 3 different customers and none of them represents more than 70% participation of those sales, then Income will be determined as follows:
Renta = Rent1 + Rent2 + Rent3 + Rent4 + Rent5
Rent1: For sales invoiced by the Company to an Unrelated Third Party:
Rent1 =
Where, | | |
| | |
Sales price i | : | |
Sales volume i | : | Corresponds to the Mt of the product identified in the invoice i. |
Value net of tax invoice j | : | Corresponds to the value of sales of finished potassium chloride based on the degree of processing required for the international market, identified in the Company’s invoice j to Unrelated Third Parties. |
Sales volume j | : | Corresponds to the total amount of finished potassium chloride based on its degree of processing required for the international market invoiced by the Company to Unrelated Third Parties, in Mt. |
Rate | : | Corresponds to the resulting progressive and marginal rates according to the Sales Price i. |
Rent 2: For sales invoiced by the Company to a Related Party, whose destination is the sale to an end customer or Unrelated Third Party, not including sales for conversion into other potassium products:
Rent2 =
Where, | | |
| | |
Sales volume i | : | Corresponds to the Mt of the finished potassium chloride product according to its degree of processing required for the international market, identified in invoice i. |
| | |
Price j | : | It corresponds to the higher value between (a) the selling price i, and (b) the Final Selling Price. |
| | |
Sales price i | : | |
Final selling price | : | |
Value net of taxes 2 | : | Corresponds to the value net of taxes of finished potassium chloride based on its degree of processing required for the international market invoiced by SQM and all its Related Parties to all Unrelated Third Parties, other than the Company, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Sales volume 2 | : | Corresponds to the total amount of finished potassium chloride based on its degree of processing required for the international market invoiced by SQM and all Related Parties to all Unrelated Third Parties, other than the Company, in Mt. |
| | |
Rate | : | Corresponds to the resulting progressive and marginal rates according to Price j. |
Rent 3: For sales invoiced by the Company to a Related Party, whose destination is the conversion to other potassium products :
Rent3 =
Where, | | |
| | |
Conversion volume i | : | Corresponds to the Mt of the product identified in the Company’s invoice i to a Related Party, of moist potassium chloride, not finished according to its degree of processing required for international markets and whose destination is the conversion to other Products. |
| | |
Price | : | |
Value net of taxes 3 | : | Corresponds to the value net of taxes of finished potassium chloride based on its degree of processing required for international markets, invoiced by SQM and all its Related Parties to all |
Unrelated Third Parties incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. | ||
Sales volume 3 | : | Corresponds to the total amount of finished potassium chloride based on its degree of processing required for international markets, invoiced by SQM and all its Related Parties to all Unrelated Third Parties in Mt. |
Rate | : | Corresponds to the progressive and marginal rates resulting from the Price. |
Rent 4: Reassessment for sales invoiced by a Related Party to Third Parties for conversion to potassium products other than Potassium Nitrate:
Rent4 = (Conversion Volume × Conversion Price × Conversion Rate) - Rent paid i Where, | ||
Conversion volume | : | Corresponds to the amount of product converted and sold, based on the Company’s invoice i, by SQM and all Related Parties other than the Company, invoiced to the Unrelated Third Party in Mt. |
Price Conversion | : | |
Value net of taxes conversion | : | Corresponds to the value net of taxes of the invoice to the Unrelated Third Party of the converted product, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period by SQM and all its related parties other than the Company. |
| | |
Conversion rate | : | Corresponds to the progressive and marginal rates resulting from the Conversion Price. |
Income paid i | : | Corresponds to the amount in US$ paid to CORFO for the rent of invoice i of the Company. |
Rent 5: Rent for mixtures containing Potassium Chloride (KCl):
Rent 5 = Mix volume × [(Mix price × Mix rate) - (KCl price × KCl rate)].
Where:
Mix volume: | Corresponds to the amount of Potassium Chloride shipped for blending in the Rent Period by SQM and all of its related parties that are consolidated in their financial statements, other than the Company, in Mt. |
Mix price:KCl price × 1.13
KCl Price: | Corresponds to the price net of taxes of finished potassium chloride based on its degree of processing required for international markets, invoiced by SQM and all its Related Parties to all Unrelated Third Parties incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Mix rate:Corresponds to the progressive and marginal rates for Potassium Chloride.
KCl rate:Corresponds to the progressive and marginal rates for Potassium Chloride.
CASE B: If sales to Unrelated Third Parties (i) are less than 50% of the Company’s total sales for the respective Payment Period or (ii) being greater than or equal to 50%, sales to Unrelated Third Parties (x) are made to less than 3 different customers or (y) sales to any of these customers represent more than 70% participation of these sales to Unrelated Third Parties, then the following alternatives will be presented:
(i)If (i) the total sales of the Company and all its Related Parties in the Payment Period that are consolidated in SQM’s financial statements reflect a percentage of sales to Unrelated Third Parties equal or greater than 50% of those, (ii) the sales to Unrelated Third Parties are made to a minimum of 3 different customers and (iii) none of them represents more than 70% participation of these sales, then the Rent will be calculated:
Rent =
Where, | | |
| | |
Sales volume i | : | Corresponds to the Mt of the product potassium chloride, identified in the Company’s invoice i. |
Rate | : | Corresponds to the resulting progressive and marginal rates according to the Price. |
Price | : | Corresponds to the higher of (a) the Consolidated Unrelated Sales Price and (b) the Unrelated Sales Price. |
Unrelated selling price | : | |
Unrelated value | : | Corresponds to the value net of taxes of finished potassium chloride based on its degree of processing required for international markets invoiced by SQM and its Related Parties that are consolidated in their financial statements only to Unrelated Third Parties in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the respective Rent Period. |
| | |
| | |
Unrelated sales volume | : | Corresponds to the sales volume of finished potassium chloride based on its degree of processing required for international markets in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Rent Period. |
Consolidated unrelated sales price | : | |
Consolidated unrelated value | : | Corresponds to the value next of taxes of finished potassium chloride based on its degree of processing required for international markets invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all Related Third Parties that are not consolidated in their financial statements in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the respective Rent Period. |
Consolidated unrelated sales volume | : | Corresponds to the sales volume of finished potassium chloride based on its degree of processing required for international markets in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the respective Rent Period. |
Sales volume j | : | Corresponds to the Mt of the product identified in the Company’s invoice j to a Related Party, of moist potassium chloride, not finished according to its degree of processing required for international markets and whose destination is the conversion to other Products. |
Rate j | : | Corresponds to the resulting progressive and marginal rates according to Price j. |
Price j | : | Price * 81%. |
Conversion reassessment = (Conversion Volume × Conversion Price × Conversion Rate)- Paid Rent i | ||
Conversion volume | : | Corresponds to the amount of product converted and sold, based on the Company’s invoice i, by SQM and all of its Related Parties other than the Company, invoiced to the Unrelated Third Party in Mt. |
Price Conversion | : | |
Value net of taxes conversion | : | Corresponds to the value net of taxes of the invoice to Unrelated Third Party of the converted product, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated to such invoices, which have been issued in the Rent Period. |
Sales volume conversion | : | Corresponds to the quantity of converted product, from the Company’s invoice i, invoiced to Unrelated Third Party in Mt. |
| | |
Conversion rate | : | Corresponds to the progressive and marginal rates resulting from the Conversion Price. |
Income paid i | : | Corresponds to the amount in US$ paid to CORFO for the rent of invoice i of the Company. |
Mix Rent: Rent for mixtures containing Potassium Chloride (KCl):
Mix Rent= Mix volume × [(Mix price × Mix rate) - (KCl price × KCl rate)].
Where:
Mix volume: | Corresponds to the amount of Potassium Chloride shipped for mix in the Rent Period by SQM and all of its related parties that are consolidated in their financial statements, other than the Company, in Mt. |
Mix price:KCl price × 1.13
KCl Price: | Corresponds to the price net of taxes of finished potassium chloride based on its degree of processing required for international markets, invoiced by SQM and all its Related Parties to all Unrelated Third Parties incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Mix rate:Corresponds to the progressive and marginal rates for Potassium Chloride.
KCl rate:Corresponds to the progressive and marginal rates for Potassium Chloride.
(ii)If (i) the total sales of all Related Parties for the Payment Period that are consolidated in SQM’s financial statements (x) reflect a percentage of sales to Unrelated Third Parties of less than 50% of those, or (y) being greater than or equal to 50% of those, (a) the sales to Unrelated Third Parties are made to less than 3 different customers or (b) any one of them represents more than 70% of the participation of these sales to Unrelated Third Parties, then the Rent will be calculated as follows:
Provisional rent= + Reassessment conversion + Mix rent
Where, | | | |||
Sales volume i | : | Corresponds to Mt of finished potassium chloride product identified in the Company’s invoice i. | |||
| | | |||
Provisional price | : | Corresponds to the higher of (a) the Consolidated Unrelated Sales Price and (b) the Unrelated Sales Price. | |||
Unrelated selling price | : | | |||
Unrelated value | : | Corresponds to the value net of taxes of finished Potassium Chloride invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. | |||
Unrelated sales volume | : | Corresponds to the Potassium Chloride sales volume finished in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Rent Period. | |||
Consolidated unrelated sales price | : | | |||
Consolidated unrelated value | : | Corresponds to the value net of taxes of finished Potassium Chloride invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. | |||
Consolidated unrelated sales volume | | Corresponds to the Potassium Chloride sales volume finished in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the Rent Period. | |||
Provisional rate | : | Corresponds to the progressive and marginal rates resulting from the Provisional Price. | |||
| | | |||
Sales volume j | : | Corresponds to the Mt of the product identified in the Company’s invoice j to a Related Party, of wet Potassium Chloride, not finished according to its degree of processing required for international markets and whose destination is the conversion to other Products. | |||
Rate j | : | Corresponds to the resulting progressive and marginal rates according to Price j. | |||
Price j | : | Price * 81%. | |||
| |||||
Given this situation, the Company will recalculate, settle and pay the Rent, in the following period, with respect to the positive differences that occur between the provisional price used to determine the Rent paid and the price determined by an independent expert appointed in accordance with the mechanism described in Section 7.3(g) of the Lease Agreement, as applicable, will set the price, procedure and/or alternative price calculation formula for the payment of the respective quarter and the following quarters if necessary. Rent Reassessment = Where, Final rate : Corresponds to the resulting marginal and progressive rates according to the Final Price. Final price Corresponds to the higher of (a) the Provisional Price and (b) the Expert Price. Expert Price Corresponds to the price determined through the Challenge Procedure. | |||||
Conversion reassessment= Conversion Volume × Conversion Price × Conversion Rate - Rent paid i | |||||
Conversion volume | : | Corresponds to the amount of product converted and sold, based on the Company’s invoice i, by SQM and all Related Parties other than the Company, invoiced to the Unrelated Third Party in Mt. | |||
Price Conversion | : | | |||
Value net of taxes conversion | : | Corresponds to the value net of taxes of the invoice to Unrelated Third Party of the converted product, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated to such invoices, which have been issued in the Rent Period. | |||
Sales volume conversion | : | Corresponds to the quantity of converted product, from the Company’s invoice i, invoiced to Unrelated Third Party in Mt. | |||
| | | |||
Conversion rate | : | Corresponds to the progressive and marginal rates resulting from the Conversion Price. | |||
Income paid i | : | Corresponds to the amount in US$ paid to CORFO for the rent of invoice i of the Company. | |||
Mix Rent: Rent for mixtures containing Potassium Chloride (KCl):
Mix rent= Mix volume × [(Mix price × Mix rate) - (KCl price × KCl rate)].
Where:
Mix volume: | Corresponds to the amount of Potassium Chloride shipped for mix in the Rent Period by SQM and all of its related parties that are consolidated in their financial statements, other than the Company, in Mt. |
Mix price:KCl price × 1.13
KCl Price: | Corresponds to the price net of taxes of finished potassium chloride based on its degree of processing required for international markets, invoiced by SQM and all its Related Parties to all Unrelated Third Parties incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Mix rate:Corresponds to the progressive and marginal rates for Potassium Chloride.
KCl rate:Corresponds to the progressive and marginal rates for Potassium Chloride.
CASE C: If the sales of the Company or its Related Parties for the Payment Period do not allow the application of the mechanisms described above, and only as long as it is not possible to apply CASES A and B above, an independent expert appointed pursuant to the mechanism described in Section 7.3(g) of the Lease, as applicable, shall set the price, procedure and/or alternative price calculation formula for the payment of the respective quarter and the following quarters if necessary.
(4) CALCULATING MECHANISM FOR SOP, ABO, SODIUM CHLORIDE, MAGNESIUM CHLORIDE AND OTHERS
The Rent will be calculated as the greater of (a) the minimum rent for each product and (b) the Rent according to the calculation mechanism for each product.
(a)Minimum Rent:
Minimum Rent SOP
Minimum Rent SOP | | : | Minimum SOP Volume * SOP Price * 1.8% |
Volume Minimum Rent SOP | | : | 43,750 Mt quarterly. |
SOP Price | | : | Weighted average price for the period of sales to Unrelated Third Parties made by SQM and all its Related Parties in the same period and in the event that there are no sales in the period, the price that will be used is the sum of 171 USD/Mt plus 1,24 times the average customer sales price of Potassium Chloride invoiced by SQM and all its Related Parties to all Unrelated Third Parties, other than the Company, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued during the Rent Period. |
ABO Minimum Rent
ABO Minimum Rent | | | : | ABO Minimum Revenue Volume * ABO Price * 1.8%. |
ABO Minimum Rent Volume | | | : | 5,500 Mt quarterly. |
ABO Price | | | : | Weighted average FOB Chilean export price for the last quarter available at the time of payment of the Rent. |
Minimum Rent Magnesium Chloride
Minimum Rent Magnesium Chloride | : | None |
| | |
Minimum Rent Sodium Chloride
Minimum Rent Sodium Chloride | : | None |
| | |
Minimum Rent Other Products
Minimum Rent Other Products | : | None |
(b) Rent:
CASE A: If sales to Unrelated Third Parties equal or exceed 50% of the Company’s total sales in the Payment Period and those sales are made to at least 3 different customers and none of them represents more than 70% participation of those sales, then the Rent will be determined as follows:
Renta =Rent 1 +Rent 2 +Rent 3 +Rent 4 +Rent 5
Rent 1: For sales invoiced by the Company to an Unrelated Third Party:
Rent 1 =
Where, | | |
| | |
Sales price i | : | |
Sales volume i | : | Corresponds to the Mt of the product identified in the invoice i. |
Rate | : | As indicated in Annex 5 for each product. |
Rent 2: For sales invoiced by the Company to a Related Party, whose destination is the sale to a final customer or Unrelated Third Party, not including sales for conversion into other products:
Rent 2 =
Where, | | |
Sales volume i | : | Corresponds to the Mt of the product identified in the invoice i. |
Rate | : | As indicated in Annex 5 for each product. |
Price j | : | It corresponds to the higher value between (a) the selling price i, and (b) the final selling price. |
Sales price i | : | |
Final selling price | : | |
Value net of tax 2 | : | Corresponds to the value net of taxes invoiced by SQM and all its Related Parties, other than the Company, to all Unrelated Third Parties, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in thereunto Period. |
Sales volume 2 | : | Corresponds to the total amount of product invoiced by SQM and all Related Parties, other than the Company, to all Unrelated Third Parties, in Mt. |
Rent 3: For sales invoiced by the Company to a Related Party, whose destination is the conversion to other products:
Rent 3 = ∑
Where, | | |
Conversion volume i | : | Corresponds to the Mt of the product identified on the Company’s invoice i. |
Rate | : | As indicated in Annex 5 for each product. |
Price | : | |
Value net of taxes 3 | : | Corresponds to the value net of taxes invoiced by SQM and all its Related Parties to all Unrelated Third Parties incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Sales volume 3 | : | Corresponds to the total amount of product invoiced by SQM and all Related Parties to all Unrelated Third Parties in Mt. |
Rent 4: Reassessment for the sale invoiced by a Related Party, whose destination is the conversion to other products of higher added value:
Rent 4 = Conversion Volume × Conversion Price × Rate - Yield paid i Where, | ||
Conversion volume | : | Corresponds to the amount of product converted and sold, based on the Company’s invoice i by SQM and all its Related Parties other than the Company, invoiced to the Unrelated Third Party in Mt. |
Price Conversion | : | |
Value net of taxes conversion | : | Corresponds to the value net of taxes of the invoice to the Unrelated Third Party of the converted product, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period by SQM and all its Related Parties other than the Company. |
Sales volume conversion | : | Corresponds to the quantity of converted product, from the Company’s invoice i, invoiced to Unrelated Third Party in Mt. |
| | |
Rate | : | As indicated in Annex 5 for each product. |
Income paid i | : | Corresponds to the amount in US$ paid to CORFO for the Rent of invoice i of the Company. |
Rent 5: Rent for mixtures containing potassium sulfate (SOP):
Rent 5 = Mix volume × [(Mix price × Mix rate) - (SOP price × SOP rate)].
Where:
Mix volume: | Corresponds to the amount of SOP sent for mix in the Rent Period by SQM and all of its related parties that are consolidated in their financial statements, other than the Company, in Mt. |
Mixed price: | SOP price × 1.13 |
SOP Price: | Corresponds to the price net of taxes of finished SOP based on its degree of processing required for international markets, invoiced by SQM and all its Related Parties to all Unrelated Third Parties incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Mix rate: | Corresponds to the progressive and marginal rates for the SOP. |
SOP rate: | Corresponds to the progressive and marginal rates for the SOP. |
CASE B: If sales to Unrelated Third Parties (i) are less than 50% of the Company’s total sales for the respective Payment Period or (ii) being greater than or equal to 50%, sales to Unrelated Third Parties (x) are made to less than 3 different customers or (y) sales to any of these customers represent more than 70% participation of these sales to Unrelated Third Parties, then the following alternatives will be presented:
(i)If (i) the total sales of the Company and all its Related Parties in the Payment Period that are consolidated in SQM’s financial statements reflect a percentage of sales to Unrelated Third Parties equal or greater than 50% of those, (ii) the sales to Unrelated Third Parties are made to a minimum of 3 different customers and (iii) none of them represents more than 70% participation of these sales, then the Rent will be calculated:
Rent = ∑
Where, | | |
| ||
Sales volume i | : | Corresponds to the Mt of the product identified in the Company’s invoice i. |
Rate | : | As indicated in Annex 5 for each product. |
Price | : | Corresponds to the higher of (a) the Consolidated Unrelated Sales Price and (b) the Unrelated Sales Price. |
Unrelated selling price | : | |
Unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the respective Rent Period. |
Unrelated sales volume | : | Corresponds to the sales volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Rent Period. |
Consolidated unrelated sales price | : | |
Consolidated unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all Related Third Parties that are not consolidated in their financial statements in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the respective Rent Period. |
Consolidated unrelated sales volume | : | Corresponds to the sales volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the respective Rent Period. |
Conversion reassessment= (Conversion Volume × Conversion Price × Conversion Rate) - Paid Rent i
Conversion volume | : | Corresponds to the amount of product converted and sold by SQM and all its Related Parties other than the Company, based on the Company’s invoice i, invoiced to the Unrelated Third Party in Mt. |
Price Conversion | : | |
Value net of taxes conversion | : | Corresponds to the value net of taxes of the invoice to Unrelated Third Party of the converted product, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated to such invoices, which have been issued in the Rent Period. |
Sales volume conversion | : | Corresponds to the quantity of converted product, from the Company’s invoice i, invoiced to Unrelated Third Party in Mt. |
| | |
Rate | : | As indicated in Annex 5 for each product. |
Income paid i | : | Corresponds to the amount in US$ paid to CORFO for the rent of invoice i of the Company. |
Mix Rent: Rent for mixes containing Potassium Sulfate(SOP):
Mix Rent = Mix Volume × (Mix Price × Mix Rate - SOP Price × SOP Rate)
Where,
Mix volume: | Corresponds to the amount of SOP sent for mix in the Rent Period by SQM and all of its related parties that are consolidated in their financial statements, other than the Company, in Mt. |
Mix price: | SOP price × 1.13 |
SOP Price: | Corresponds to the price net of taxes of finished SOP based on its degree of processing required for international markets, invoiced by SQM and all its Related Parties to all Unrelated Third Parties incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Mix rate: | Corresponds to the progressive and marginal rates for the SOP. |
SOP rate: | Corresponds to the progressive and marginal rates for the SOP. |
(ii)If (i) the total sales of all Related Parties for the Payment Period that are consolidated in SQM’s financial statements (x) reflect a percentage of sales to Unrelated Third Parties of less than 50% of those, or (y) being greater than or equal to 50% of those, (a) the sales to Unrelated Third Parties are made to less than 3 different customers or (b) any one of them represents more than 70% of the participation of these sales to Unrelated Third Parties, then the Rent will be calculated as follows:
Provisional Rent = + Reassessment conversion + Mix Rent
Where, | | |
| | |
Sales volume i | : | Corresponds to the Mt of the product identified on the Company’s invoice i. |
Rate | : | As indicated in Annex 5 for each product. |
Provisional price | : | Corresponds to the higher of (a) the Consolidated Unrelated Sales Price and (b) the Unrelated Sales Price. |
Unrelated selling price | : | |
Unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Unrelated sales volume | : | Corresponds to the Sales Volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties in the Revenue Period. |
Consolidated unrelated sales price | : | |
| | |
Consolidated unrelated value | : | Corresponds to the value net of taxes invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the Rent Period, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Consolidated unrelated sales volume | | Corresponds to the Sales Volume in Mt, invoiced by SQM and its Related Parties that are consolidated in their financial statements to all Unrelated Third Parties and to all related third parties that are not consolidated in their financial statements in the Rent Period. |
Given this situation, the Company will recalculate, settle and pay the Rent, in the following period, with respect to the positive differences that occur between the provisional price used to determine the Rent paid and the price determined by an independent expert appointed in accordance with the mechanism described in Section 7.3(g) of the Lease Agreement, as applicable, will set the price, procedure and/or alternative price calculation formula for the payment of the respective quarter and the following quarters if necessary. Rent Reassessment = Where, Rate : As indicated in Annex 5 for each product. Final price Corresponds to the higher of (a) the Provisional Price and (b) the Expert Price. Expert Price Corresponds to the price determined through the Challenge Procedure. | ||
Conversion reassessment = (Conversion Volume × Conversion Price × Rate) - Rent paid i | ||
Conversion volume | : | Corresponds to the quantity of converted product, from the Company’s invoice i, invoiced to Unrelated Third Party in Mt. |
Price Conversion | : | |
Value net of taxes conversion | : | Corresponds to the value net of taxes of the invoice to Unrelated Third Party of the converted product, incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated to such invoices, which have been issued in the Rent Period. |
| | |
Rate | : | As indicated in Annex 5 for each product. |
Rent paid i | : | Corresponds to the amount in US$ paid to CORFO for the rent of invoice i of the Company. |
Mix Rent: Rent for mixes containing Potassium Sulfate(SOP):
Mixed Rent = Mix Volume × [(Mix Price × Mix Rate) - (SOP Price × SOP Rate)].
Where:
Mix volume: | Corresponds to the amount of SOP sent for mixes in the Rent Period by SQM and all of its related parties that are consolidated in their financial statements, other than the Company, in Mt. |
Mix price: | SOP price × 1.13 |
SOP Price: | Corresponds to the price net of taxes of finished SOP based on its degree of processing required for international markets, invoiced by SQM and all its Related Parties to all Unrelated Third Parties incorporating (a) the debit notes related to the invoices, and (b) the credit notes associated with such invoices, which have been issued in the Rent Period. |
Mix rate: | Corresponds to the progressive and marginal rates for the SOP. |
SOP rate: | Corresponds to the progressive and marginal rates for the SOP. |
CASE C: If the sales of the Company or its Related Parties for the Payment Period do not allow the application of the mechanisms described above, and only as long as it is not possible to apply CASES A and B above, an independent expert appointed pursuant to the mechanism described in Section 7.3(g) of the Lease, as applicable, shall set the price, procedure and/or alternative price calculation formula for the payment of the respective quarter and the following quarters if necessary.
FIXED Rent: US$ 3,750 quarterly
ANNEX 7
CORFO’S ACCESS TO INFORMATION
The following information will be available or will be provided in conjunction with the settlements or payment statements on a case-by-case basis:
(i) | Information related to the extractive and/or productive operation developed in the Properties exploited by the Company: |
a. | Details on brine extraction and reinjection: |
i. | Quarterly delivery of the following attachments duly completed: |
· | Table No. 4, table of monthly MOP and SOP extractions. |
· | Table No. 5, reinjection table. |
ii. | Semiannual delivery of the following information: |
· | Report with analysis of extractions that shall contain the following: |
o | Monthly extractions by current environmental control points and those flow measurements for operational purposes that the Company performs on a regular basis and their physical-chemical characteristics (density, %Li, %K, %Na, %SO4, %Mg). |
o | Backup of the reports of the flowmeters considered in the previous paragraph. |
o | Copy of certificate of chemical analysis of the extractions. |
o | Geographic file (KMZ) with the spatial location of each extraction well. |
o | Information on brine direct reinjection volumes per month and their physical-chemical characteristics (density, %Li, %K, %Na, %SO4, %Mg). |
o | Indirect reinjection volumes per month and physical-chemical characteristics. |
o | Backup of direct and indirect reinjection flowmeter reports. |
o | Copy of certificate of chemical analysis of reinjected brines. |
o | Evaporation values for the period. |
o | KMZ with information on bitterns and indirect reinjection points or zones. |
b. | Production information with quarterly delivery: |
i. | Technical specifications and product codes. |
ii. | Inventory information of the salt stockpile detailed below as of this date and its respective KMZ file with information of the physical location indicating the perimeter of the salt stockpile areas: |
· | Discard salts; |
· | Halites; |
· | Silvinite or sylvinite minus the Mt sent to the Potassium Chloride plants in the Salar; |
· | Potassium carnallites minus the Mt sent to the Potassium Chloride plants in the Salar; |
· | Bischofite; |
· | Lithium carnalites and other salts (Kainites and Schoenites). |
· | Potassium lithium sulfate. |
iii. | Report of monthly volume of the salts mentioned above, generated in said period and chemical characteristics. |
iv. | Monthly volumes of each of the final products in all their types per plant (Li2Co3 BG and TG, LiOH BG and TG, MOP, SOP, ABO and others). |
v. | Table No. 6 and Table No. 7. |
vi. | Access to sampling of final products and intermediate salts. |
c. | Mass balance (metallurgical balance) and half-yearly efficiency statistics consolidated in a single document in accordance with Table No. 8. |
d. | Access to productive studies and analyses relevant to the effects of contractual obligations in relation to the following areas: |
i. | Geological/Hydrogeological (conceptual models, mathematical-numerical water balance and their backups), which should be shared with the General Water Directorate and the Superintendence of the Environment; |
ii. | Reserve studies; |
iii. | Analysis and information of explorations; |
iv. | Studies and/or chemical analysis and/or studies of lithium and potassium recovery/efficiency processes; |
v. | Studies of direct and indirect reinjection and/or brine concentration; |
vi. | Any future studies relevant to the contractual obligations relating to the Properties and the sustainability of the Salar. |
(ii) | Information related to environmental compliance: |
a. | All information related to the environmental assessment procedures related to the Company’s operations in the Properties and the RCAs issued as a result thereof. These records include those relating to consultations on the relevance of entry into the Environmental Impact Assessment System, Environmental Impact Statements and Environmental Impact Studies, as well as sectoral environmental permits submitted by the Company. |
b. | The results of the environmental follow-up and monitoring committed in the RCAs or sectorial authorizations, including those reports that, not being of public access, are only sent to the environmental authority, be it the SMA, the General Water Directorate, the National Geology and Mining Service, or any other entity to whom environmental information must be provided. |
c. | The results of all environmental monitoring and follow-ups carried out, as well as the models, both conceptual and numerical, and their respective supports and studies relevant to the effects of the contractual obligations generated to analyze the behavior of the environmental components of the Salar de Atacama and that do not constitute an obligation established in any environmental or sectorial instrument. Similarly, it may include all relevant information for the purposes of contractual obligations that, not being part of the background of the environmental assessment of a project or belonging to those committed follow-ups in the resolutions of environmental qualification, are the result of good practices of the Company for the study of the state of the Salar de Atacama. |
d. | Relevant reports and information for the effects of contractual obligations that may be generated as a result of the environmental follow-up and monitoring systems derived from future agreements with the Council of Atacameño Towns and/or any entity related to the communities. |
(iii) | Product marketing information and Rent calculation: |
a. | Documents required for sales price determination and quarterly payment status review: |
i. | Copy of the Company’s sales ledger for each quarter in its original currency and auxiliary sales file adapted to the calculation requirements for the payment of rents. |
ii. | Copies of the Company’s sales invoices. |
iii. | Copies of credit and debit notes duly associated with the invoices for the period. |
iv. | Sales ledger and/or auxiliary sales ledger of each of the parties related to the final customer. |
v. | Copies of sales invoices from SQM’s related companies to end customers, including credit and debit notes, which may not be marked with the names of the customers, and the necessary safeguards must be taken to safeguard the confidentiality of the information provided. |
vi. | Copy of sales contracts with Unrelated Third Parties and their modifications or purchase orders. |
vii. | Copy of bill of lading for all domestic sales. |
viii. | Product dispatch report from outbound weighing control system at the Salar de Atacama. |
ix. | Certificate of chemical analysis of all sales of the Company’s products. |
x. | Certificate signed by the general manager for those sales of products that do not come from the Salar, attaching the purchase invoices and inventories that support the operation. |
xi. | Table No. 1 of the Company’s sales and Table No. 2 of related sales to end customers. |
xii. | Credit notes associated with invoices from other periods will not be considered for the calculation of Rent. |
xiii. | Potassium Chloride and Potassium Sulfate (SOP) quantity report sent combined. |
b. | Export Documents: |
i. | Copies of the single exit documents submitted to the National Customs Service, corresponding to the respective quarterly period. In case these are in process, the single exit document associated with the respective shipment. |
ii. | Copies of the Variation in Value Reports (IVV). |
iii. | Table No. 3 of Exports. |
iv. | Bill of Lading of the Shipment. |
c. | Certificate of Exchange Rate sold by the Banco Estado on the day in which the payment to CORFO is made; in absence of this, according to the seller exchange rate established by some financial institution of the Place that CORFO indicates. |
d. | Traceability: For all Lithium Products, the lot number shall be used as a traceability code, which shall be available on all sales invoices of the Company, as well as on the invoices of those related to the final customer. |
e. | Agreements and other commercial agreements: |
The Company shall inform in detail and provide a copy of the commercial agreements in force with third parties, explaining their form, such as compensation agreements, back-purchase of products, tolling agreements, conversion, consignment, commercialization, off-take, among others, and the inventory levels involved, if relevant to the way in which these agreements are implemented.
It is understood that the above will be required with respect to products provided from the Properties and sold by the Company, SQM or any of its related parties in the terms defined above.
(iv) | Access to information sent to other agencies: |
a. | Copy of the reports and their respective annexes, files and reports that the Company periodically sends to the National Geology and Mining Service, the SMA, the General Directorate of Water, the National Forestry Corporation and the competent Regional Ministerial Secretariat of Agriculture, in accordance with the RCA in force. In particular, the Company must provide copies of hydrogeological reports, physiochemical and biotic monitoring, measurements, analyses, studies, audits, objectives and compliance deadlines, and any other information related to the environmental monitoring of its project, with their respective digital backups of the sources or origins of the data. |
b. | Reports and reports related to CCHEN’s authorization and control procedures and all data that allow for an adequate cross-checking of information for the control of contracts. |
c. | And any information provided to any other regulatory body related to production and environmental factors. |
(v) | Reports on protection of mining properties: |
The Company will submit an annual report to CORFO in which it will report on all the actions of administration, management, custody, protection, conservation, safeguard, care and permanent monitoring of the Properties, the Rigo Properties, the Sal and Salar Mining Properties, and the mining concessions existing in Protection Ring 10. Notwithstanding the foregoing, the Company shall be obliged to immediately inform CORFO of any circumstance or fact that affects or may affect the integrity and subsistence of the mining properties referred to, as well as of the actions that the Company exercises in connection with the defense carried out for this purpose.
Annex 7 - Corfo's Access to Information
Annex 7 - Corfo's Access to Information
Annex 7 - Corfo's Access to Information
Annex 7 - Corfo's Access to Information
Annex 7 - Corfo's Access to Information
ANNEX 8
NEW QUOTA - ADDITIONAL QUOTA - EFFICIENCY QUOTA
Total Mt LCE | Total Mt LME | Concept |
988,800 | 185,767 | New Quota |
600,000 | 112,723 | Additional Quota |
271,800 | 51,063 | Efficiency Quota |
1,860,600 | 349,553 | Total |
Note: The conditions, terms, limitations and termination of the quotas indicated in the table above are set forth in the Eleventh Clause of the Project Agreement (Special Rules on Lithium).
ANNEX 9
MINIMUM OPERATING CAPACITY FOR MINIMUM GUARANTEED PAYMENT
(60% Theoretical Production Capacity)
| NEW QUOTA | | ORIGINAL QUOTA | Total | |
| Mt | Mt | Mt | Mt | Minimum |
Year | Existing Plant | Expansion 1 | Totals | Existing Plant | Production |
2018 | 39,600 | - | 39,600 | - | 39,600 |
2019 | 39,600 | - | 39,600 | - | 39,600 |
2020 | 39,600 | - | 39,600 | - | 39,600 |
2021 | 39,600 | 15,480 | 55,080 | - | 55,080 |
2022 | 39,600 | 30,000 | 69,600 | - | 69,600 |
2023 | 39,600 | 30,000 | 69,600 | - | 69,600 |
2024 | 10,200 | 30,000 | 40,200 | 29,400 | 69,600 |
2025 | 10,200 | 30,000 | 40,200 | 29,400 | 69,600 |
2026 | 10,200 | 30,000 | 40,200 | 29,400 | 69,600 |
2027 | 9,900 | 30,000 | 39,900 | 29,700 | 69,600 |
2028 | 9,900 | 30,000 | 39,900 | 29,700 | 69,600 |
2029 | 9,900 | 30,000 | 39,900 | 29,700 | 69,600 |
2030 | 9,900 | 30,000 | 39,900 | 29,700 | 69,600 |
| 307,800 | 285,480 | 593,280 | 207,000 | 800,280 |
Note: Minimum Operating Capacity for Expansion 1 will be applied from the moment it is put into commercial operation, either in its entirety or through modules.
ANNEX 10
EQUIVALENTS
For the purpose of calculating the equivalence between the products sold and the lithium metal allocated as a new quota, additional quota or efficiency quota, the following values and expressions will be considered:
(a) | For each unit of Lithium Carbonate sold, regardless of its quality and/or content, 0.187871578 units of LME will be accounted for. |
(b) | For each unit of Lithium Hydroxide anhydride sold, regardless of its quality and/or content, 0.289832681 units of LME will be accounted for. |
(c) | For each unit of Lithium Hydroxide monohydrate sold, regardless of its quality and/or content, 0.165405650 units of LME will be accounted for. |
(d) | For each unit of lithium sulfate monohydrate sold, regardless of its quality and/or content, 0.108488892 units of LME will be accounted for. |
In the event that the Company decides to produce and commercialize Lithium Chloride, the following values and expressions are considered:
(e) | For each unit of Lithium Chloride sold, regardless of its quality and/or content, 0.163725998 units of LME will be accounted for. |
In the event that the Company decides to convert lithium sulfate into Lithium Products, the following conversion factors are considered:
(f) | 1 Mt of lithium sulfate = 0.513935844 Mt of Lithium Carbonate |
(g) | 1 Mt of lithium sulfate = 0.583736247 Mt of Lithium Hydroxide |
In the event that the Company decides to convert Lithium Carbonate into Lithium Hydroxide, the following conversion factors are considered:
(h) | 1 Mt of Lithium Carbonate = 1 Mt of Lithium Hydroxide |
ANNEX 11
THEORETICAL ANNUAL PRODUCTION CAPACITY FOR PREFERENTIAL LITHIUM PRICES
Ton Li2CO3 | LCE | Ton LiOH | Total | |||
Existing Plant | Mt LCE | Existing Plant | Production | |||
Year | New quota | Original Quota | Expansion 1 | New Quota | Original Quota | Mt |
2019 | 52,500 | - | - | 13,500 | - | 66,000 |
2020 | 52,500 | - | - | 13,500 | - | 66,000 |
2021 | 52,500 | - | 25,800 | 13,500 | - | 91,800 |
2022 | 52,500 | - | 50,000 | 13,500 | - | 116,000 |
2023 | 52,500 | - | 50,000 | 13,500 | - | 116,000 |
2024 | 3,500 | 49,000 | 50,000 | 13,500 | - | 116,000 |
2025 | 3,500 | 49,000 | 50,000 | 13,500 | - | 116,000 |
2026 | 3,500 | 49,000 | 50,000 | 13,500 | - | 116,000 |
2027 | 3,000 | 49,500 | 50,000 | 13,500 | - | 116,000 |
2028 | 3,000 | 49,500 | 50,000 | 13,500 | - | 116,000 |
2029 | 3,000 | 49,500 | 50,000 | 13,500 | - | 116,000 |
2030 | 3,000 | 49,500 | 50,000 | 13,500 | - | 116,000 |
| 285,000 | 345,000 | 475,800 | 162,000 | - | 1,267,800 |
Notes:
For Expansion 1 and only once the Lithium Hydroxide and/or Lithium Carbonate production plans for this capacity are defined, the incremental percentages will be applied according to the preferential pricing scheme.
For the Additional Quota and Efficiency Quota, only once the Lithium Hydroxide and/or Lithium Carbonate production plans are defined for the theoretical capacities associated with these quotas, will the incremental percentages be applied according to the preferential pricing scheme.
In the event that the existing plants experience variations in the production volumes of Lithium Hydroxide, the new theoretical volumes will be those that will govern for purposes of the Preferential Price for Specialized Producers.
ANNEX 12
TOTAL R&D CONTRIBUTION
R&D Contribution | Contribution to specific R&D use | Total R&D contribution | |
90% | 10% | Total | |
Year | US$ | US$ | US$ |
2018 | 9,694,080 | 1,077,120 | 10,771,200 (1) |
2019 | 9,694,080 | 1,077,120 | 10,771,200 |
2020 | 9,694,080 | 1,077,120 | 10,771,200 |
2021 | 13,483,584 | 1,498,176 | 14,981,760 |
2022 | 17,038,080 | 1,893,120 | 18,931,200 |
2023 | 17,038,080 | 1,893,120 | 18,931,200 |
2024 | 17,038,080 | 1,893,120 | 18,931,200 |
2025 | 17,038,080 | 1,893,120 | 18,931,200 |
2026 | 17,038,080 | 1,893,120 | 18,931,200 |
2027 | 17,038,080 | 1,893,120 | 18,931,200 |
2028 | 17,038,080 | 1,893,120 | 18,931,200 |
2029 | 17,038,080 | 1,893,120 | 18,931,200 |
2030 | 17,038,080 | 1,893,120 | 18,931,200 |
217,676,160 |
(1) | Payment is on an annual basis, according to the proportional number of months of the Term of the Agreement. |
Exhibit 12.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
(Pursuant to Section 302)
I, Ricardo Ramos, certify that:
1. I have reviewed this annual report on Form 20-F of Sociedad Química y Minera de Chile S.A.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
/s/ Ricardo Ramos R. | |
Name: Ricardo Ramos R. | |
Title: Chief Executive Officer | |
Date: April 25, 2023 | |
Exhibit 12.2
CHIEF FINANCIAL OFFICER CERTIFICATION
(Pursuant to Section 302)
I, Gerardo Illanes, certify that:
1. I have reviewed this annual report on Form 20-F of Sociedad Química y Minera de Chile S.A.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB; |
(c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s Board of Directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
/s/ Gerardo Illanes G. | |
Name: Gerardo Illanes G. | |
Title: Chief Financial Officer | |
Date: April 25, 2023 | |
Exhibit 13.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Ricardo Ramos, Chief Executive Officer of Sociedad Química y Minera de Chile S.A. (“SQM”), a corporation incorporated under the laws of the Republic of Chile, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. | The Annual Report of SQM on Form 20-F for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in such Annual Report on Form 20-F fairly presents, in all material respects, the financial condition and results of operations of SQM. |
/s/ Ricardo Ramos R. | |
Name: Ricardo Ramos R. | |
Title: Chief Executive Officer | |
Date: April 25, 2023 | |
Exhibit 13.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Gerardo Illanes, Chief Financial Officer of Sociedad Química y Minera de Chile S.A. (“SQM”), a corporation incorporated under the laws of the Republic of Chile, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. | The Annual Report of SQM on Form 20-F for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in such Annual Report on Form 20-F fairly presents, in all material respects, the financial condition and results of operations of SQM. |
/s/ Gerardo Illanes G. | |
Name: Gerardo Illanes G. | |
Title: Chief Financial Officer | |
Date: April 25, 2023 | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-254538) of Sociedad Química y Minera de Chile S.A of our report dated April 25, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20F.
/s/ PricewaterhouseCoopers Consultores Auditores y Compañía Limitada
Santiago, Chile
April 25, 2023
Exhibit 23.11
CONSENT OF QUALIFIED PERSON
I, David Billington, consent to:
| ● | the incorporation by reference of the technical report summary titled “Technical Report Summary of Mineral Reserves and Mineral Resources for the Mt. Holland Lithium Project dated April 25, 2022 (the “Technical Report Summary”), originally filed as an exhibit to the Report on Form 6-K dated April 25, 2022 (the “Form 6-K”) of Sociedad Química y Minera de Chile S.A. (the “Company”), into the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”); |
| ● | the incorporation by reference of the Technical Report Summary into the Company’s Registration Statement on Form F-3ASR (Registration No. 333- 254538) (the “Registration Statement”); |
| ● | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Form 20-F, the Form 6-K and the Technical Report Summary; and |
| ● | the extracts from or summary of the Technical Report Summary included in the Form 6-K and the Form 20-F and incorporated by reference into the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form 20-F and the Registration Statement. |
I confirm that I have read the portions of the Form 20-F relating to the parts of the Technical Report Summary for which I am responsible, and that such portions of the Form 20-F fairly and accurately reflect such information.
| By | /s/ David Billington |
| | David Billington |
| | Mining Engineer |
| | Covalent Lithium |
Date: April 25, 2023
Exhibit 23.12
CONSENT OF QUALIFIED PERSON
I, Kerry Griffin, consent to:
| ● | the incorporation by reference of the technical report summary titled “Technical Report Summary of Mineral Reserves and Mineral Resources for the Mt. Holland Lithium Project dated April 25, 2022 (the “Technical Report Summary”), originally filed as an exhibit to the Report on Form 6-K dated April 25, 2022 (the “Form 6-K”) of Sociedad Química y Minera de Chile S.A. (the “Company”), into the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”); |
| ● | the incorporation by reference of the Technical Report Summary into the Company’s Registration Statement on Form F-3ASR (Registration No. 333- 254538) (the “Registration Statement”); |
| ● | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Form 20-F, the Form 6-K and the Technical Report Summary; and |
| ● | the extracts from or summary of the Technical Report Summary included in the Form 6-K and the Form 20-F and incorporated by reference into the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form 20-F and the Registration Statement. |
I confirm that I have read the portions of the Form 20-F relating to the parts of the Technical Report Summary for which I am responsible, and that such portions of the Form 20-F fairly and accurately reflect such information.
| By | /s/ Kerry Griffin |
| | Kerry Griffin |
| | Geologist |
| | Global Commodity Solutions |
Date: April 25, 2023
Exhibit 23.13
CONSENT OF QUALIFIED PERSON
I, Andrés Fock, consent to:
| ● | the incorporation by reference of the technical report summary titled “Technical Report Summary of Mineral Reserves and Mineral Resources for the Mt. Holland Lithium Project dated April 25, 2022 (the “Technical Report Summary”), originally filed as an exhibit to the Report on Form 6-K dated April 25, 2022 (the “Form 6-K”) of Sociedad Química y Minera de Chile S.A. (the “Company”), into the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”); |
| ● | the incorporation by reference of the Technical Report Summary into the Company’s Registration Statement on Form F-3ASR (Registration No. 333- 254538) (the “Registration Statement”); |
| ● | the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with the Form 20-F, the Form 6-K and the Technical Report Summary; and |
| ● | the extracts from or summary of the Technical Report Summary included in the Form 6-K and the Form 20-F and incorporated by reference into the Registration Statement and the use of any information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that were prepared by me, that I supervised the preparation of and/or that was reviewed and approved by me, that is included or incorporated by reference in the Form 20-F and the Registration Statement. |
I confirm that I have read the portions of the Form 20-F relating to the parts of the Technical Report Summaries for which I am responsible, and that such portions of the Form 20-F fairly and accurately reflect such information.
| By | /s/ Andrés Fock |
| | Andrés Fock |
| | Exploration Manager |
| | SQM |
Date: April 25, 2023