Annual Report 2012 Corporate Name Walmart Chile S.A. Address Avenida Presidente Eduardo Frei Montalva 8301, Quilicura, Santiago, Chile. Type of Company Public Corporation Taxpayer ID No. 96.439.000-2 Website www.walmartchile.cl E-mail info@walmartchile.cl Telephone +56 (2) 2200 - 5000 Fax +56 (2) 2200 - 5100 Incorporation Walmart Chile was founded through public deed dated September 17, 1985, executed before notary public of Santiago, Enrique Morgan Torres. An extract of the public deed of incorporation was registered in the with the Santiago Real Estate Registrar’s Commerce Registry in 1985, on page 14,695 under number 7,603. Said extract was also published in the Official Gazette (Diario Oficial) on September 21, 1985. Public Offering Walmart Chile has carried out its initial public offering of ordinary shares and registered with the Securities and Insurance Supervisor, under number 0593. The initial public offering in Chile took place in December 1996. Shares were registered with the Santiago Stock Exchange, the Valparaiso Stock Exchange and Chile’s Electronic Stock Exchange. Bylaws Walmart Chile’s updated bylaws are available to shareholders on the company’s website. Memoria Anual 2012 Index Mission and Values 6 1 Our Business 10 The Company 12 Our History 14 Our Collaborators 16 Suppliers 18 The Industry Letter from the Chairman of the Board of Directors 4 2 Corporate Government 3 Management Report 24 Board of Directors and Corporate Government Practices 26 Administration 28 Ownership and Control 32 Structure of the Walmart Chile Company Group 33 Company Ownership Chart 38 Our Strategic Pillars 42 Achievements in 2012 46 Financial Risk Administration 4 Management by Business Segment 5 52 Supermarkets 56 The Real Estate Business Unit 58 Financial Services 60 Distribution and Logistics 62 Other Businesses Social Commitment 6 Disclaimer 76 66 Commitment with Our Collaborators 70 Our Commitment to the Community 73 Our Sustainability Commitment 7 Financial Statements 78 Letter from the Chairman of the Board of Directors I am pleased to present the Annual Report corresponding to the 2012 fiscal year. In 2012 the company strengthened its leadership position in the supermarket industry with total revenue up 8.8% in real terms and with significant improvements for its operating processes and internal productivity. Chile is currently operating in a prosperous local scenario, with the country’s gross domestic production up 5.6%. Over 138,000 new jobs have been created and consumption is increasing steadily. In addition, annual inflation amounts to 1.5%, although food price inflation is up by nearly 5%. The retail industry has been growing dynamically, with new stores opening throughout the country and competition becoming more and more intense. In this scenario, the company opened 28 new stores, including 13 Super Bodega Acuenta, 7 Express de Lider, 3 Lider and 5 Ekono stores. Total investment came to US$ 337 million in 2012, including the purchase of land, construction of stores and an intensive remodeling program. Walmart Chile’s total sales revenue came to US$ 6.03 billion this year. One-third of this year’s increase compared to last year comes from sales reported by new stores and two-thirds comes from increased same store sales. A considerable increase in the sale of non-edible products, innovative commercial proposals and increased emphasis for our everyday low prices (EDLP) policy have all added to this healthy performance. Overall selling and administrative expenses increased by 7.2% in real terms, while total sales were up by 8.8%. This means increased productivity for the company. We wish to highlight that the number of employees at supermarkets increased by only 2.9% in December, while sales per square meter was up 5.9%. The company generated EBITDA amounting to US$ 511 million and net earnings of US$ 241 million, surpassing last year’s figures, especially if we subtract income from extraordinary operations corresponding to 2011. Throughout 2012, we focused and worked consistently on several levels of our mission to “save money for people so they can live better”. 5 Throughout 2012, we focused and worked consistently on several levels of our mission to “save money for people so they can live better”. In fact, we improved the price difference with our competitors and developed powerful commercial campaigns, including the March start of the school year, Easter, Spring, Independence Day and Christmas campaigns. We wish to highlight the incorporation of new lines of imported products from the global Walmart supply network and the strengthening of our own store brand sales program, which was up 15% compared to last year. Lastly, we strengthened the Walmart own brands proposal that included the Great Value, Parent’s Choice and Equate brands. In addition, we made substantial headway on Walmart system integration in the commercial, logistics, accounting and financial areas, while starting to implement other store management systems, which should be completed during 2013. We also made substantial headway on strengthening the logistics network through total commissioning of the new Lo Aguirre distribution center featuring world-class technology. In turn, a strategy was developed and construction started for the first Wholesale Center stores started. This new format will be inaugurated during the first months of 2013. We believe that this format will pave the way to active participation in the wholesale distribution industry with a new and attractive proposal for our potential clients with a focus on everyday low prices. In keeping with Walmart tradition, we are developing a proactive human resources policy, providing several training opportunities for our associates, encouraging talent development and internal promotion, while fostering a pleasant and efficient working environment. One milestone was the completion of collective bargaining with a large number of unionized associates in an atmosphere of respect, commitment and collaboration. I wish to send each of our 45,150 associates a special greeting and my thanks for a job well done throughout the year. I wish to highlight that several Walmart Chile executives were chosen to fill even more important positions in Walmart’s worldwide organization, recognition for the professional capacity and local talent we are so proud of. These executives include Mr. Enrique Ostalé Cambiaso, General Manager of Walmart Chile, who has had a longstanding and successful track record with our company. He has been promoted to the position of President and Chief Executive Officer of Walmart Latin America, one of the most important positions in the company’s international organization. We wish to extend our congratulations and wish him success, together with our sincere thanks for his invaluable contribution to the development of our company. In addition, as of 1 March 2013, Mr. Ostalé has been replaced in this position by Mr. Gian Carlo Nucci, former COO of Walmex, who has extensive experience and a long-standing track record in this company’s retail operations. We pledge our wholehearted collaboration and wish him success in his new position. Felipe Ibáñez S. Chairman of the Board of Directors Our Mission We save people money so they can live better. This was Sam Walton’s mission when he opened the first Walmart store in the United States. This focus drives everything we do at Walmart Chile. To the millions of customers that visit our stores throughout Chile every week, it is reassurance that we have low prices every day. Our Values Integrity guides our conduct and relationships with clients, suppliers and the community. We practice integrity every day through our three basic principles. Respect for the individual Striving for excellence Service to our customers 7 The Company 1 Our Business Our History Our Collaborators Suppliers The Industry 1 The Company Our Business Walmart Chile S.A. is a Chilean company whose main line of business is supermarket sales. The company’s Lider, Express de Lider, Ekono and SuperBodega aCuenta supermarket formats are found throughout the entire country, ranging from Arica to Punta Arenas Supermarkets The company has developed different supermarket formats in order to meet the needs of all the people in Chile from a wide range of income brackets. In addition, Walmart Chile develops financial business through its subsidiary company Walmart Chile Servicios Financieros and real estate projects through its subsidiary Walmart Chile Inmobiliaria. These subsidiaries enable the development of integral value proposals for its customers in all of the company’s business segments. Walmart is known throughout the world for its “everyday low prices” slogan and Walmart Chile consequently works hard every day in keeping with its mission of helping customers save money and live better. The company thus focuses its strategy on delivering high quality products at the lowest prices in the market. The fundamental pillar of Walmart Chile’s growth is its everyday low price strategy, which is accompanied by an integral services offer for its customers. In addition, the company is constantly expanding its stores based on a multiformat approach and each of these stores is opened in strategic locations throughout Chile. The company had 327 stores at the end of 2012. Seventytwo of these were Lider, 64 Express de Lider, 127 Ekono and 64 Super Bodega aCuenta stores: the largest supermarket sales chain in the country, with sales amounting to a total CLP 2,725,725 million. With over 50 years experience operating in the Chilean market, 327 supermarket stores, 12 shopping centers and over 1.45 million active Presto credit cards, Walmart Chile is the leading player in the national supermarket industry. Financial Services This business segment provides credit to our customers by means of the Presto card, offering different products and services that add value to our commercial proposal. The Financial Services segment operates throughout Chile, from Arica to Punta Arenas, with over 180 points of Selling Area 472,519 m2 ACUENTA 125,179 m2 EXPRESS 101,426 m2 EKONO 49,776 m2 LIDER The fundamental pillar of Walmart Chile’s growth is its everyday low price strategy, which is accompanied by an integral services offer for its customers 748,900 m2 Selling Area 11 service (branches, assisted and self-service modules), as well as an automatic teller machine network. The Presto card has 1.45 million customers and is accepted by over 56,000 associated stores throughout Chile, providing cash advances, purchases with or without monthly installments, consumer credit and the hiring of different services by all companies belonging to Walmart Chile (Supermarkets, Presto Travel, Lider.cl, Presto Insurance and Presto Collection). In addition, the company has a wide range of complementary products and services that include life insurance, health, vehicle and home insurance, insurance with savings, bill payment services and others. The Real Estate Business Walmart Chile Inmobiliaria develops real estate projects in accordance with the company’s growth plans and multiformat strategy. This business segment consequently searches for locations in order to build supermarkets and shopping centers, taking responsibility for their development and subsequent administration. Stores and Points of Contact LIDER 72 EXPRESS DE LIDER 64 SUPER BODEGA ACUENTA 64 EKONO 127 PRESTO BRANCHES AND ASSISTED MODULES 180 SHOPING CENTERS 12 Walmart Chile Inmobiliaria manages 327 supermarkets, 12 shopping centers and 1,771 stores throughout Chile. The company owns and manages total leasable surface amounting to over 1.3 million m2, making it one of the largest real estate operators for the retail business in Chile, working hard every day to improve quality of life for the people of Chile. 1 Our History Our Business 1893 The imports and wholesale distribution company Gratenau y Cía was founded. 1992 The Saitec Real Estate Division was founded and the Company’s first shopping center was opened: La Dehesa Shopping. 1993 The start of international expansion, inauguration of the first supermarket in Argentina to use the Ekono brand. However, this international venture came to an end in 1999 when D&S sold its shares to the subsidiary Supermercados Ekono S.A. (Argentina). 1930 Development of Depósitos Tres Montes started with retail food sales. 1996 1954 The first self-service stores were opened, featuring a wide range of products. 1957 The first supermarket in Chile and Latin America was opened under the brand Almac. This format including parking spaces, a wide selection of merchandise and cash registers at the exit allowed the company to grow in terms of customer service and quality. 1984 The first Ekono supermarket was opened in Santiago, an economic format that consolidated operations in Chile. 1985 D&S, Distribución y Servicio S.A., started operating as a distribution and services company for supermarkets owned by the Company. 1987 The first Ekono Hypermarket opened. This concept was inspired by the idea of an economic supermarket with larger surface areas, incorporating a selection of non-edible products. 1990 The Company’s expansion strategy throughout Chile started after the first Ekono Hypermarket was opened in Viña del Mar, the first store in one of Chile’s regions outside of Santiago. D&S introduced the concept of an economic megamarket under the Lider brand with the opening of the Lider Pajaritos Hypermarket in Santiago. In addition, the first public offering of the company’s shares was made on the Santiago Stock Exchange, making the company an open stock corporation. The Presto card was also launched. 1997 The Service School, a unit designed to train the Company’s internal workers and suppliers, was opened. It started operating a distribution center in Santiago that was also known as LTS. The first ADR was listed on the New York Stock Exchange (NYSE: D&S). 2000 The Lider Vecino compact hypermarket format was launched. 13 2011 2001 The FarmaLider format was launched. Direct drugstore operation concluded in 2006 after signing an agreement with Farmacias Ahumada S.A. 2006 2002 The Company listed its stock on the Madrid Stock Exchange in the Latibex market. The first two shopping centers to use the brand Espacio Urbano were opened, together with the southernmost shopping center in the world in the city of Punta Arenas. 2003 Supermarkets and hypermarkets were joined under the Lider brand, using the Lider Express brand for compact hypermarkets or supermarkets. The company reached an agreement with the French supermarket chain Carrefour at the end of the year for purchase of its operations in Chile, which consisted of 7 hypermarkets. 2007 2005 Presto became the first open non- 2008 bank credit card in Chile. The Presto insurance company was founded. Lider hypermarkets were grouped together under the Hiper Lider name and Lider Express supermarkets were renamed Express de Lider. The Company concurrently launched a new discount format in Santiago under the Ekono brand, followed by an additional discount store format under the SuperBodega aCuenta brand. Walmart Stores Inc. reached an agreement with D&S in December to purchase a majority stake in the company, thus starting incorporation of the largest retail sales company in the world into the national chain and taking on the mission to help people save money and live better. 2009 The integration of D&S and Walmart started. This process was designed to create increasing value by implementing good practices that have already been established in other countries where the transnational operates. Sustainability was integrated as the new focus for the company’s business strategy, in line with Walmart’s global development work. 2010 D&S S.A. changed its firm name to Walmart Chile S.A. The company launched its new e-commerce platform Mundolider. com, which subsequently became Lider.cl. In keeping with its consolidation process, Walmart Chile brought the use of multiple firm names to an end and structured each of its supermarket formats under a single corporation. Divisions operating in other industries were renamed Walmart Chile Servicios Financieros S.A. and Walmart Chile Inmobiliaria S.A. All Hiper Lider stores changed their name and logo to Lider, providing additional strength, proximity, innovation and modernity to the brand. In addition, the company purchased a 100% stake in Aliserv, Aquapuro and Aquanatura, businesses that were subsequently renamed Walmart Chile Alimentos y Servicios, strengthening the company’s proposal in terms of the prepared dishes, bakeries, confectionery, fish and sea food, as well as flowers and plants. 2012 The company was recognized to be the best evaluated retailer between its national competitors by industry suppliers. Integral operation of the Lo Aguirre distribution center started, becoming one of the most modern distribution centers in South America. In addition, Walmart Chile took another step regarding its commitment with the environment in April with the creation of a Consortium for Sustainability in Chile. This global organization promotes improved sustainability performance for its products, services and consumption habits by means of joint efforts with suppliers, NGOs and governmental agencies. In addition, Walmart Chile innovated by launching the first digital platform in South America for making payment using mobile phones. The platform is available at all Lider and Express de Lider supermarkets in Chile. In turn, Lider.cl was the first store in the world to make general merchandise products available in Antarctica, Juan Fernández Island and Easter Island. 1 Our Collaborators Our Business People are a fundamental pillar for Walmart Chile and we consequently have a solid Human Resources policy that always aims to benefit and strengthen the skills of our collaborators. Training programs and practices have been developed in this area and these ensure an excellent work climate with increasingly more qualified personnel. The company finished off 2012 with a staff of 45,150 workers, with 55% women. Human Capital Indicators 2012 Total number of workers 45,150 % of young people between the ages of 18 and 24 28% % of women 55% 507,260 Total training hours 3,176 Number of promotions The company has taken special care to contribute to the growth and development of young people in our country, providing employment opportunities for young people between the ages of 18 and 24. This is evidenced by the fact that 28% of the workers at Walmart Chile belonged to this segment at the end of 2012. Managers andProfessionals 2012 StaffExecutives and Technicians Walmart Chile S.A Walmart Chile Comercial S.A. Retail Business CollaboratorsTotal 7 0 1 8 87 446 745 1,278 210 2,574 36,977 39,761 Real Estate Business 29 158 356 543 Financial Business 22 162 1,714 1,898 Food and Services 12 56 1594 1662 367 3,396 41,387 45,150 Total 45 As of December 2012 of thousand 150 employees 15 55 % are women 1 Suppliers Our Business 2012 became a cornerstone for the Company’s integration processes as a huge step toward the complete implementation of systems, processes and practices that have made Walmart the company it is today on a global scale. As we have done in previous years, once again we wish to highlight the outstanding collaboration, support and perseverance of our suppliers while incorporating the changes we are going through, highlighting support for our mission to save money for our customers so they can live better. We base all our efforts, priorities and actions on the EDLP/EDLC (everyday low price and everyday low cost) model. Priorities We had four supplier priorities in 2012: Integration, MultiFormats, EDLP/EDLC (everyday low price and everyday low cost) in order to achieve profitable growth in an ethics and compliance framework. Integration was the undisputed protagonist in 2012. Conversion to Walmart systems have been highlighted: SMART implementation at 127 Ekono stores, 2 Lider stores and 4 Distribution Centers; registration of over 230 suppliers in Retail Link, our Walmart management platform; implementation of the Global Shared Services (GSS) division in Costa Rica (GSS); and implementation of all Walmart financial platforms in Chile. These initiatives required important training efforts for our own staff and suppliers, and the design of many of our management practices, which required structural adaptation to the new processes and systems. As a result, we can proudly say that we have taken a giant leap toward implementing fluent and efficient processes, which we expect to mature in 2013. We wish to thank all of our suppliers for their support and for the role they played in change management. As for logistics, we made substantial headway with GRS, a resupply system developed for Walmart and scheduled for implementation in 2013. The most important innovations and benefits are related to increased purchasing process automation, future demand forecasting up to 17 weeks ahead based on sales over the last two mobile months, which will enable more efficient supply and more specialized resupply equipment. In addition, our efforts are still focused on providing a distinctive Multi-Format proposal in accordance with our customers’ specific needs. We are consequently working together with our suppliers on a unique value proposal that will become the hallmark for each of the Company’s formats. Moreover, the upcoming launch of our Wholesale format has already attracted keen interest among our suppliers. Walmart Chile has actively participated in the Ethical Sourcing program, which features audit processes for the factories that make our products, which consider the quality of working conditions for workers at these facilities. We wish to highlight that 100% of our products were backed by a formal agreement in 2012 (APC). This is in line with our compliance policies that we aim to further improve. A clear operating framework ensures fluent business relations with our suppliers, facilitate our operation and bring us closer to our mission. We will continue to prioritize everything related to building a sustainable, and responsible business that complies with the highest management standards. Growth is one of our main priorities and we constantly invite our suppliers to grow with us. This produces a virtuous management circle in which Walmart Chile suppliers are an integral part of our business model. If the Company is able to operate with low costs, these savings are transferred to its customers. If these customers choose us, sales go up and the Company and its 17 suppliers grow. Support for Women’s Economic Development In order to promote supplier development and diversification, Walmart Chile and Women Entrepreneurs hosted a convention with companies managed by women. These companies were invited to offer their products and/or services to the Company. This initiative was part of the Company’s commitment to women’s economic development, diversity and fair and inclusive trade. The meeting was attended by over 80 women, who had the chance to get to know cases of successful endeavors with women leaders that have become important Walmart suppliers and to talk with executives about the requirements and standards to be met by products and services that qualify for our selling areas. Nineteen of the total number of women in attendance joined a training plan with Walmart Chile purchasers in order to learn more about how their businesses could be developed. At the same time, supplier companies led by women were invited to be trained in several key courses to ensure successful management of their businesses, such as market segmentation, marketing and sales. The Best Retailer Walmart Chile was recognized as the best evaluated retailer among its main national competitors in 2012, according to the third version of “The Advantage Mirror Report” study conducted by The Advantage Group international consultants for 60 retail industry suppliers. This study aims to identify the best supermarkets operator from among a group of 4 industry leaders, evaluating different areas of performance. * Performance AreasRanking (4 retailers) General Performance Business Relations 1 Personnel/Organization 1 Business Categories/Development 2 Store performance 1 Supply Chain Processes and Personnel 1 Main suppliers in 2012 Nestle Chile S.A. Unilever Chile S.A. Agrosuper Comercializadora de Alimentos Ltda. CMPC Tissue S.A. Comercial Santa Elena S.A. Empresas Carozzi S.A. Procter & Gamble Chile Ltda. We are proud of this recognition and this encourages us to continue further developing the work we are doing together with our suppliers, whom we thank for their trust and commitment. 1 Watt´s S.A. Coop Agrícola y Lechera de la Unión Ltda. Embotelladora Andina S.A. 1 The Industry Our Business Economic Scenario Retail Sales At an international level, 2012 generally evidenced reduced economic activity. This was mainly due to limited growth of developed economies and better relative results reported by some emerging economies. There were persistent risks of a fiscal and financial crisis in the Eurozone throughout 2012. At a domestic level, internal demand and activity indicators were up compared to the year before. Employment climbed 1.8%, together with actual salary growth up by 4.7%. Chile’s GDP increased by 5.6% and the average unemployment rate came to 6.5%. According to a report issued by the National Chamber of Commerce, retail sales in the Metropolitan Region climbed 6% in 2012. This same report attributes these results to steadily growing internal demand buoyed up by both increasing employment and actual salaries, as well as favorable credit conditions and improved consumer expectations. The following graph indicates actual annual sales performance in the Metropolitan Region (MR) over the last 10 years. Total inflation accumulated up to December amounted to 1.5% and the monetary policy interest rate (MPIR) held steady at 5% throughout the year. 20 Retail Real Term Sales in the Metropolitan Region % YoY 15 17.6 Greater YoY variation 10 5 8.1 3.6 4.7 5.1 6.0 4.9 3.3 1.8 0 -1.9 -5 2003 2004 2005 Source: National Chamber of Commerce, 2013. 2006 2007 2008 2009 2010 2011 2012 19 22 ,1 % The Supermarkets Sector Greater real term sale variation in MR Sales reported by the traditional supermarket line (groceries and perishables) dropped 2.9% in 2012. Walmart Chile participates in this industry by means of its traditional supermarket line (groceries and perishables), as well as lines that were normally covered by department stores, such as clothing, footwear, electrical appliances, household items and furniture. Financial Services This industry has made an important contribution to diversifying and developing sources of credit in financial markets, playing an important role in economic activity and improving quality of life for a large percentage of the population by facilitating access to goods and services that would be otherwise difficult. Financial service industry competitiveness is characterized by the participation of different companies related to banking, trade, cooperatives, family allowance compensation funds and insurance companies. The industry has diversified its supply of products, including consumer credit, insurance intermediation, financing and the sale of tour packages, among others. This has facilitated credit access for income brackets that often do not qualify for bank financing. Real term sales variation in MR January - December 2012 0% -5.0 % PERISHABLES -0.5 % GROCERIES FURNITURE 0.9 % HOME 10.9 % ELECTRONICS 10.2 % FOOTWEAR 22.1 % CLOTHING Source: National Chamber of Commerce, 2013. 9.7 % 1 The Industry Our Business Shopping Centers This industry started in 1982 and has grown progressively, bringing an attractive and highly valued supply of products, services and entertainment together in a single physical location. Income growth has reduced the number of households required in order to sustain a shopping center and the current trend has evolved from large malls built in the outlying areas of cities to smaller urban centers in consolidated areas in cities, adding new services such as medical centers and offices, among others. The Urban Space known as “Your neighborhood shopping center” was created and developed based on this concept. This is a neighborhood shopping center format whose value proposal is to provide an easy, fast and comfortable shopping experience for customers. Regulatory Scenario Walmart Chile mainly operates in economic and corporate sectors that are considered to be unregulated. Notwithstanding, these businesses are subject to different generally applicable bodies of law and these especially affect how these businesses are to be conducted, highlighting free competition protection legislation, labor legislation and consumer protection standards. In addition, financial activity that is developed through Presto credit card operation is regulated, mainly by means of Chilean Central Bank, Chilean Superintendence of Banks and Financial Institutions and Superintendence of Securities and Insurance standards. Chile has laws that protect free competition and seek to prevent monopolistic activities or practices, as well as the abuse of a dominant position in any market or industry. There has been growing concern in recent years about the size and power of the relative market controlled by large supermarket operators. In this sense, the National Economic Prosecutor’s Office and the Chilean Antitrust Court have actively sought to prevent eventual abuse by these operators in their relations with suppliers and their relations with the competition and consumers. With this aim in mind, the Company presently complies with the General Terms and Conditions for the Procurement of 21 Merchandise (TCGA) that came into force in May 2007. The full text of this document is available at the Walmart Chile website (www.walmartchile.cl). Among other provisions, TCGAs established a Public Defense Office for Suppliers, which is responsible for preventing, hearing, addressing and impartially settling any difficulty or controversy between the company and any supplier providing merchandise for its supermarkets. In addition, Walmart Chile has Internal Compliance Guidelines for Free Competition Regulations. In terms of labor legislation, Walmart Chile complies with the obligations and responsibilities required of employers by law. With regard to consumer protection, the company has implemented a total public transparency policy. A wide range of legal information and information of interest to consumers is published at its websites www.walmartchile.cl and www.presto.cl. Walmart Chile also has sufficient human and technological resources to provide timely solutions for all of its customers’ requirements. In accordance with the provisions of Law N°20,393 on the Criminal Liability of Legal Persons, Walmart Chile is presently implementing a crime prevention model for the Company and its subsidiaries. Regarding issuing and operation of the Presto credit card, Law N° 20,555 that grants financial powers to the National Consumer Service was passed in December 2011 and came into force in 2012. In this regard we wish to report that the company has taken all necessary legal and operational measures to comply with the provisions of these regulations and to fully comply with all relevant legal provisions. 2 Corporate Government Board of Directors and Corporate Government Practices Administration Ownership and Control Structure of the Walmart Chile Company Group 2 Board of Directors and Corporate Government Practices Corporate Government Board Member Salaries The following table lists salaries paid for stipends and other fees to company directors for their services in 2012: STIPEND AS OFSTIPEND AS OF NAME 12/31/2011 CLP 12/31/2012 CLP Mr. Felipe Ibáñez Scott Directors belonging to Walmart administration are not paid for the participation on the Walmart Chile S.A. Board of Directors. La siguiente tabla contiene las remuneraciones pagadas durante 2012 por filiales por concepto de dietas, a los directores de Walmart Chile que a su vez son directores de las filiales de la compañía: 141,494 175,885 Mr. Eduardo Solórzano - - Mr. Nicolás Ibáñez Scott 75,339 72,066 - - Mr. Alberto Eguiguren Correa 48,581 54,336 Mr. Jorge Gutiérrez Pubill 52,518 54,283 Mr. Wyman Atwell (*) Mr. Christian-Phillipe Schrader - - Mr. José Luis Rodríguez Macedo(*) - - 69,310 71,658 149,387 167,084 66,324 71,669 Mr. José María Urquiza - - Mrs. Claire Babineuax Fontanet - - Mr. José María Eyzaguirre Baeza Mr. Alberto Eguiguren Correa Mr. Jorge Gutiérrez Pubill NAMESTIPEND AS OFSTIPEND AS OF 12/31/2011 CLP th 12/31/2012 CLP th (*) Served as directors for part of the 2011 fiscal year. Board Composition The Board of Directors was composed of the following persons as of 31 December 2012: Felipe Ibáñez Scott Chairman Commercial Engineer RUT: 5.638.122-8 “Our actions are guided by respect for people, customer service and the pursuit of excellence”. Eduardo Solórzano Vice Chairman Economist ID: GO.250.799-7 Board 2012 25 Corporate Government The company’s Board of Directors is a corporation administration agency composed of nine members with no alternates. Without prejudice of their duties and legal powers, the Board of Directors’ mission is to ensure the existence of a strategic planning process so that the company is managed in its best interests, safeguarding the rights of its investors and shareholders. The Board is consequently also responsible for appointing the most highly qualified executive team. In addition, it is responsible for implementing suitable information, control and auditing mecahnisms while establishing standards of conduct in accordance with the company’s principles. Walmart Chile S.A. has a Commission of Directors composed of three members of the Board of Directors. This Commission meets on a monthly basis and performs duties similar to those of the Committee of Directors required by the Chilean Corporations Law. However, the company is not legally required to have this Committee. The Commission’s main powers include: examining financial statements before these are presented to the Board of Directors for approval, proposing names of external auditors and risk raters to the Board of Directors, examining Nicolás Ibáñez Scott Director Commercial Engineer RUT: 5.638.106-6 Claire Babineuax Fontanet Director Attorney ID: 476077868 José María Urquiza Director Economist ID: 08380025071 José María Eyzaguirre Baeza Director Attorney RUT: 7.011.679-0 Jorge Gutiérrez Pubill Director Business administrator RUT: 5.907.040-1 Christian-Phillipe Schrader Director Commercial Engineer ID: C5PHN9N7X Alberto Eguiguren Correa Director Attorney RUT: 9.979.068-7 background information related to operations with related parties and generally all issues commissioned by the Board of Directors. We wish to highlight that Walmart Chile S.A. and its subsidiaries apply the Walmart Stores Inc. Global Anti-Corruption Policy, which aims to uphold the highest ethical standards and to comply with applicable legislation. This policy prohibits corrupt payment under any circumstances, either during negotiation with public oficials or with individuals from the private sector. Walmart’s policiy is to comply with all applicable anti-corruption laws, including but not limited to the United States of America´s Foreign Corrupt Practices Act or FCPA) and the UK Bribery Act. Without limiting the foregoing, Walmart Chile S.A also has an Ethics and Compliance Office and a Code of Ethics, which clearly establish corporate values and the principles and actions that should determine conduct, which is delivered to each worker as guidelines for professional action at an internal level and with customers. The main duties of the Ethics and Compliance Office include the following: guaranteeing dissemination and compliance of the Code of Ethics; determining measures in the event of situations that go against the Code of Ethics; ensuring that executives and all parties executing administrative actions and those who report to these parties do not incur in actions that go against the aforementioned Code. Considering this ongoing commitment to ethics and transparency, each year workers are required to complete a form stating that they are not subject to any commercial or contractual relation, or any other relations that could produce a conflict of interest with the company. Lastly, Walmart Chile S.A. has an Manual for the Management of Information of Interest to the Market, which contains Walmart Chile S.A. policies and internal standards referring to the type of information that will be made available to shareholders and systems required so that this information can be communicated in a timely manner, in order to regulate the management of confidential information, share transactions and related issues. The Manual is compulsorily applicable to persons subject to the Manual, which include directors, executives and managers. The General Manager is personally responsible, or by means of a third party, for the proper implementation and execution of this Manual. 2 Administration Corporate Government Internal Organizational Chart The company’s internal administration is organized as follows: Board Corporate Affairs Manager General Manager Legal Affairs Manager Internal Audit Manager Human Resources Manager Finance Manager Systems and Integration Manager Operations Manager Financial Services Manager Real Estate Manager Commercial Manager Main Executives NAMETAX ID NUMBERPOSITIONPROFESSION Enrique Ostalé Cambiaso 8.681.278-9Walmart Chile General Manager Commercial engineer Olga Gonzalez Aponte 23.766.227-kFinance Manager Carmen Román Arancibia 10.335.491-9Legal Affairs ManagerAttorney Eduardo Herrera Barros Gonzalo Valenzuela Medina 8.455.707-2Systems and Integration Manager 12.651.463-8 Rubén Camarena Manuel López Barranco Michel Awad Bahna José Antonio Fernández Jesica Duarte Barriga Corporate Affairs Manager Commercial engineer Civil engineer Journalist 0-EHuman Resources ManagerDiseñador Industrial 7.014.100-0Real Estate Manager Commercial engineer 5.864.156-1Financial Services Manager Commercial engineer 23.746.280-7Operations ManagerBiomedical engineer 9.618.426-3 Commercial Manager Commercial engineer Salaries for Managers and Main Executives Monthly salaries and other benefits paid to the corporation’s managers and main executives during the fiscal year are indicated in the following table: Managers and Main Executives Walmart Chile Monthly salaries and other benefits paid (bonds) Payment based on shares owned Total 12-31-2012 CLP th 12-31-2011 CLP th 29,989,973 26,783,863 0 0 29,989,973 26,783,863 27 2 Ownership and Control Corporate Government Shareholders In accordance with its bylaws, the company’s capital is represented by 6,520 fully subscribed and paid-in shares, all from one same single series with no nominal value. As of 31 December 2012, said number of shares was distributed between a total 317 shareholders. Walmart Stores Inc. indirectly controls Walmart Chile through a series of corporations that finally make up the shareholder Inversiones Australes Tres Ltda. In turn, Walmart Stores Inc. is a public corporation formed and existing according to the laws in force in the State of Delaware, United States of America as of 31 October 1969, with domicile in said state. Control of Walmart Stores Inc. corresponds to Alice L. Walton, Jim C. Walton, S. Robson Walton, the successors of Helen R. Walton (for whom the former three act) and the successors of John T. Walton (for whom the former three act) share the ownership, directly or through Walton Enterprises, LLC (for whom the former three act) of over 40% of the shares in Walmart Stores, Inc. With the exception of the aforementioned persons and successors, no person, either individual or legal entity, holds shares in Walmart Stores, Inc. representing a higher percentage than 5%. Therefore, as of 31 December 2012, Walmart Stores Inc. directly or indirectly holds 4,867,474,634 shares issued by Walmart Chile, which is equivalent to 74.65% of its total capital rights. Investor Relations Walmart Chile understands its investor relations as an ongoing communication process focused on individual and institutional investors, as well as financial analysts and regulatory entities that aim to provide timely and sufficient dissemination of information about the company. Investor relations at Walmart Chile aim to comply with company information obligations and are based on the principles of information transparency, sufficiency, opportunity, coherence and reliability. Main Shareholders The company’s largest shareholders as of 31 December 2012 are listed as follows: NUMBER OF NAME OR FIRM NAMESHARES Inversiones Australes Tres Limitada “Walmart Chile understands its investor relations as an ongoing communication process focused on individual and institutional investors, as well as financial analysts and regulatory entities that aim to provide timely and sufficient dissemination of information about the company. “ % 4,867,474,634 74.65% Fondo Inversion Privado Aurora Iii 722,962,068 11.09% Rentas Fis Y Compania Sociedad Colectiva Civil 686,572,844 10.53% Serv Profesionales Y De Comercializacion Cuatro Ltda 107,423,598 1.65% Serv Profesionales Y De Comercializacion Dos Ltda 107,303,248 1.65% Schouten N V Agency In Chile 9,503,838 0.15% Larrain Vial S A. Corredora De Bolsa 6,350,415 0.10% Banchile C De B S A 3,187,985 0.05% Santander S A C De B 1,144,123 0.02% Banco De Chile Representing Non-Resident Third Parties 1,135,193 0.02% Findel Westermeier Alicia 826,992 0.01% Consorcio C De B S A 294,858 0.01% 29 Share Performance Walmart Chile shares are traded on the Santiago Stock Exchange and on the Santiago Electronic Stock Exchange under the ticker WMTCL. The closing share price for Walmart Chile on the Santiago Stock Exchange came to CLP 260 per share as of 31 December 2012. The following graph at the bottom of the page shows historical share price performance over the last 11 years. Quarterly Statistics Quarterly statistics for Walmart Chile stock transactions over the last three years, including transactions made on the Santiago Stock Exchange, Valparaíso Stock Exchange and Santiago Electronic Stock Exchange are listed as follows: N° of Shares AverageTotal TradedPriceAmount (thousands) (CLP) (CLP mn) 2010 First Quarter 1,682 201 339 Second Quarter 1,220 198 241 Third Quarter 3,001 200 600 12,903 298 3,607 First Quarter 2,549 318 810 Fourth Quarter 2011 Second Quarter 1,096 316 346 Third Quarter 5,260 260 1,369 Fourth Quarter 4,655 253 1,176 5,277 233 1,232 364 233 85 2,766 243 671 928 253 234 2012 First Quarter Second Quarter Third Quarter Fourth Quarter Share Performance Price per share CLP 350 300 250 200 150 100 50 0 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2 Ownership and Control Corporate Government Share Transactions Between Related Persons Walmart Chile share transactions by related persons are listed as follows: Related PersonPurchase or Sale QuantityPrice (CLP) Control Obtained Inversiones Australes Tres LimitadaPurchase 7500 269 No Inversiones Australes Tres LimitadaPurchase 6400 269 No Inversiones Australes Tres LimitadaPurchase 6996 269 No Inversiones Australes Tres LimitadaPurchase 2966 260No Inversiones Australes Tres LimitadaPurchase 7900 260No Inversiones Australes Tres LimitadaPurchase 5702 260 No Inversiones Australes Tres LimitadaPurchase 8400 261No 30% of the profits from each fiscal year are to be shared as dividends Profit Sharing Policy According to Walmart Chile bylaws and applicable legislation and unless otherwise unanimously agreed at a special shareholders meeting, at least 30% of the profits from each fiscal year are to be shared as dividends. 31 Profits shared as indicated by the company’s bylaws are presented in the following table: Year Historical Historical CLPCLP/share 2000 11,037 8 2001 8,280 6 2002 13,800 10 2003 13,800 10 2004 17,250 12.5 2005 13,040 2 2006 26,080 4 2007 25,878 4 2008 38,772 6 2009 13,040 2 2010 32,600 5 2011 32,955 5,054 Profits (losses) 2012 34,305 5,261 Highest investment value amortization - Accumulated losses - Accumulated deficit for the subsidiary development period - Distributable Profit Reconciliation between fiscal year profit and distributable profit is listed as follows: Distributable income CLP th 115,638,167 115,638,167 2 Structure of the Walmart Chile Company Group Corporate Government The following diagram schematically illustrates confirmation and Walmart Chile S.A. stake ownership in its subsidiaries. We wish to highlight that all capital interest in the company’s parent companies directly or indirectly belongs to Walmart Chile, except for those where the interest of minority shareholders is indicated (Walmart Chile Inmodiliaria S.A. and Supermercados Almac S.A. Walmart Chile S.A. equity in its subsidiaries DIRECT SUBSIDIARY LEGAL STATUS DIRECT STAKE CAPITAL SUBSCRIBED AND PAID IN CLP Inversiones Walmart Chile Limitada Limited Liability Company 99.99% 491,854,585 Walmart Chile Inmobiliaria S.A. Closely-held corporation subject to standards applying to open stock corporations 99.99% 432,778,108 Walmart Chile Comercial Ltda. Limited Liability Company 99.99% 90,363,559 Walmart Chile Servicios Financieros Ltda. Limited Liability Company 99.99% 31,527,281 33 SUMMARIZED CORPORATE PURPOSE BOARD OF DIRECTORS Investment in movable and immovable property, tangible and intangile assets, such as shares, action pledges, bonds, quotas or rights to all type of corporations, either commercial or civil, communities or associations and in all types of securities and real estate, being entitled to purchase, sell, contribute to ownership or keep these investments, take interest in or participate as a partner or shareholders in companies or corporations of any kind. ADMINISTRATION: MANAGERS AND EXECUTIVES PROPORTION INVESTMENT MADE IN THE SUBSIDIARY REPRESENTS IN TERMS OF THE PARENT COMPANY’S ASSETS General Manager Enrique Ostalé Cambiaso 39.4% Real estate investment, signing all types of deeds and contracts associated to these, build and transform goods purchased, as well as all operations deemed necessary. Executing all types of civil or commercial operations, manage and exploit these investments and execute similar or complementary transactions agreed to by the corporation. Enrique Ostalé Cambiaso (Chairman), Alberto Eguiguren Correa, Sebastián Rozas Heusser, Jorge Gutiérrez Pubill and Gastón Weinstein. General Manager Manuel López Barranco 33.5% a) Operation of supermarkets, shopping centers, restaurants, industrial ovens and stores for retail or wholesale trade; b) The purchasing, packaging, transformation, production, sale, import and export, consignment and retail or wholesale distribution of all types of merchandise, articles, products, food and other consumer goods related to the operation of supermarkets, shopping centers, restaurants, industrial ovens and commercial stores; representation of national or foreign companies and the granting or acceptance of commercial concessions in the aforementioned lines of business, among others. Enrique Ostalé Cambiaso (Chairman), Alberto Eguiguren Correa, Olga Gonzalez Aponte, Manuel López Barranco and Jorge Gutiérrez Pubill. General Manager José Antonio Fernández 8.1% The granting and administration of mutuums and credits. Financing consumption or expenses of any kind. Issuing and operation of credit cards. Insurance, consulting and financial service intermediation. Investment in tangible and intangible assets, movable and immovable goods. Juan Carlos Pedró (Chairman), Alberto Eguiguren Correa, Trudy Fahie, Jorge Gutiérrez Pubill and Enrique Ostalé Cambiaso. General Manager Michel Awad Bahna 0.2% Proportion of the investment in the subsidiary on the parent asset WALMART CHILE SERVICIOS FINANCIEROS LTDA WALMART CHILE COMERCIAL LTDA 0,2 % 8,1 % INVERSIONES WALMART CHILE LTDA 39,4 % WALMART CHILE INMOBILIARIA S.A. 33,5 % 2 Company Ownership Chart Corporate Government Walmart Chile S.A. Inversiones Pacífico LLC 100 % Walmart Chile Servicios Financieros Ltda. 99.992919 % 100 % 99.9999 % 1% 0.0001 % 100 % Inversiones Walmart Chile Ltda. 0.000003 % Inversiones Cordillera LLC 99 % 100 % 100 % 0.007081 % 99.999996 % 100 % Walmart Chile Comercial Ltda. 100 % 100 % 100 % Inversiones y Rentas Presto Ltda. Comercial Walmart Chile LLC 100 % 1% 99 % Presto Corredores de Seguro y Gestión Financiera S.A 100 % 0.01 % 99.99 % Soc de Servicios de Marketing MDC Ltda 100 % 0.000183 % 99.999820 % Ekono S.A. 100 % 0.000021% 99.999978 % Administradora de Créditos Comerciales PRESTO Ltda 100 % 0.0163 % 99.9838 % 100 % 1% 99 % Abarrotes Económicos S.A. Servicios y Administración de Créditos Comerciales PRESTO S.A 100 % 0.10 % 99.99 % Soc. de Servicios de Comerc. y Apoyo y Gestión PRESTO Ltda. 0.01 % 99.99 % Lider Domicilio Ventas y Distribución Ltda. 99.95 % Escuela de Capacitación Técnica Escatec Ltda. 100 % 1% 99 % PRESTO Telecomunicaciones S.A 70 % 30 % 0.05 % 100 % Astro S.A 0.0001 % 0.1 % Servicios de Viajes y Turismo PRESTO Ltda. Maquinsa Equipamento S.A 100 % 0.6017790 % 99.398221 % Inversiones Hipermercados Ltda. 100 % 1% 99 % 100 % Servicios de Recaudación PRESTO Ltda. 99.99 % Supermercados Almac S.A. 100 % 1% 99 % Servicios y Cobranza Ltda. 100 % 100 % 99.9990 % 100 % 99.9 % 100 % 0.7088760 % 99.291124 % Inversiones Supermercados Ltda. 100 % 100 % 1% 0.111111 % 99 % 99.888889 % Distribuidora y Comercializadora Emporium Ltda. Grupo de Restaurantes Chile Ltda. 100 % 0.01 % 35 99.9 % 0.00373343 % Minority shareholders 0.001 % 3.2671686 % 96.728268 % 0.000830 % 100 % 8% 92 % Walmart Chile Mayorista Ltda. 0.0625 % 10 % 90 % Logistica, Transporte y Servicios LTS Ltda. 100 % 100 % Walmart Chile Inmobiliaria S.A 99.9375 % 100 % Inversiones Internacionales D&S Ltda 100 % 99.99 % 0.1 % Comercial D&S Perú S.A 0.068322 % 100 % Estilos y Diseños S.A.C. Sermob S.A 0.1 % 99.99 % 99.9993168 % 0.000018 % Walmart Chile Alimentos y Servicios Ltda. Ekono Logística Ltda. 0.01 % 1% 99 % O' Clock S.A. 100 % Adm. De Supermercados Hiper Ltda. Minority shareholders 100 % 98.65943789 % 1.3405621 % South Pacific Trade Limited 100 % South Pacific Trade Limited Shangai Office 100 % 99.99 % 100 % 100 % 100 % 1% Adm. de Supermercados Express Ltda. 100 % Inmobiliaria D&S Perú SAC 100 % 0.998604 % 100 % 3 Management Report Our Strategic Pillars Financial Risk Administration Achievements in 2012 3 Our Strategic Pillars Management Report Sustained and Profitable Growth The Company has achieved a leadership position with international standards and is becoming one of the most reliable, efficient and profitable mass consumer product distribution networks in the industry. Its three divisions (retail, real estate and financial services) have been strengthened in a highly competitive environment over recent years, ensuring financing for the Company’s upcoming projects. In order to meet its objectives, Walmart Chile has formulated a business strategy mainly based on achieving high competitiveness levels and a steady growth rate. We have a diversified portfolio of business formats, with different store prototypes in each format. This provides flexibility in order to harness and better adapt to growth opportunities available in the market, while optimizing capital invested and returns. Exceptional Value at Low Prices Our value proposal is based on a combination of different factors, which as a whole enable our customers to purchase household consumption baskets at lower prices. Each of our formats has a differentiated value proposal that aims to satisfy consumption needs for the customer segment it serves. This differentiated proposal is supported by a culture of continuous improvement and low cost operations, which allows us to offer our customers everyday low prices. Quality Management In 2012 the company continued its Food Safety audits according to the new Walmat format (High Five Audit) conducted by third parties, specifically for companies that supply products with a hygiene program (Ecolab and Diversey). In addition, HACCP (Hazard Analysis and Critical Control Points) implementation was strengthened at our stores in order to guarantee safe food product manufacturing and handling. 39 Procedural and technical standardization continued in the following areas: ʭʭ Supplier evaluation using technical standards provided by Walmart. ʭʭ Nutrition labeling, considerably improving information provided to consumers. ʭʭ Signage for all formats, approaching the five basic rules of food safety. ʭʭ Specific operating procedures, standardizing the company’s current procedures with Walmart’s best practices. The company has continued to implement Pest Control Audits in accordance with Walmart standards and has increased monitoring through the application of internal controls conducted by each supermarket. The Perishables Supplier Development (PSD) program has continued for a second year. This project is financed by CORFO and Walmart Chile, and is designed to develop SME suppliers in order to reach GFSI (Global Food Safety Initiative) standards within three years. The Food Safety Audit program is being continued for Distribution Centers on a monthly basis, applied to the company’s 7 distribution centers. The Health Safety Campaign “My family’s health is in my hands” was launched in November 2012. This campaign aims to reinforce concepts, habits and operating practices to ensure the safety of products we offer to our customers, bringing these concepts closer to our collaborators through a friendly and practical approach. Important investments were also made for the purchasing and/or renovation of refrigerated counters, which has improved our operating standards by ensuring that all of the company’s formats comply with sanitary regulations. We have participated in working groups together with the Ministry of Health and all supermarkets in Chile as a representative before the Chilean Supermarkets Association, ASACH A.G. Working under supervision by the enforcement agency has helped us to get to know and apply improvement processes and best practices focused on strengthening the operating model used by supermarkets in Chile. Productivity and Operational Excellence The Company focused on implementing initiatives that are part of a Walmart project at a regional level. These are executed by multidisciplinary teams, which are guided by process improvement methodologies and worldclass best practices, seeking to generate improvements in the store operation model and to help our customers save money and live better. These initiatives focus on personnel alignment processes and in-store merchandise management. Our Store Brands “Adding value to the perception of everyday low prices” We continued to develop our own store brands in 2012 so that our customers can gain access to a wide variety of quality products that will help them save money and live better. Our Líder brand offers quality comparable to renowned brands at a lower price. Parent´s Choice and Equate perform similarly in the hygiene, beauty and baby products categories. The Selección brand, developed in order to offer products with excellent quality at affordable prices, was relaunched. We also wish to highlight products launched at the end of the year, including fresh pasta, tomato sauce, chocolate and mustard. All of these products were imported 3 Our Strategic Pillars Management Report from the countries where the original recipes were developed. The Great Value brand has been imported from Walmart United States in order to offer our customers imported products with superior quality at lower prices. The Great Value brand continued to grow and consolidate, with better presence at stores and a product range that has been defined as iconic in our customers’ purchases. Some examples of this are frozen pizzas, ice cream and cookies, among others. The Acuenta brand, offers customers who need to save money a reliable alternative with suitable quality at the best price in the market. We are certain that this portfolio of our own store brands provides our customers quality products with a wide price range so they can save money and live better. Presto Customers can use the Presto credit card to make credit purchases at all Lider, Express de Lider, Ekono, SuperBodega aCuenta and Lider.cl, and at over 56,000 associated stores. Services and benefits provided by Presto continue to be consolidated from year to year as another outstanding element of our value proposal. This helps millions of customers to make important savings in their purchases through different initiatives. We started to renew our image in 2012 and one of the major objectives has been to establish emotional ties with our customers, becoming one of the top three credit card alternatives for women in Chile. We consequently incorporated a new image for our products and a new communications style by incorporating Karla Constant as our new face and by empowering the Mi Club benefits club. In addition, we started changing to the “New Service Model” for Presto customers. This new format replaces old closed branches featuring supermarket aisles with an open space and especially designed and integrated cash registers. This new model is designed to bring us closer to our customers and also allow us to operate the bu- 41 Own Store Brands Food Health and Wellness Sports Home Electronics Hardlines siness more efficiently and productively by centralizing our back-office operations. Seven branches were migrated into the new model in late December 2012 and the conversion plan will be completed for the rest of the branches lined up for change in 2013. At same time, incorporation of Presto customer service started in order to improve customer service (CS) at Express de Lider stores. Mi Club This program was implemented in 2006 and has become one of the pillars of Walmart Chile’s customer loyalty strategy. The program offers important benefits to customers who choose to buy at the company’s supermarkets or who make purchases using their Presto card at different associated stores that accept the card. Program benefits were relaunched in September, incorporating new important categories for our customers. Our customers can now use their Presto card every day of the week, from Monday to Sunday, and accumulate additional Mi Club Pesos in new categories such as apparel, diapers, wine and detergent, in addition to the already existing meat, fruit and vegetables categories. Mi Club has become an essential tool for the value proposal we offer by rewarding customer loyalty and thus increasing their purchasing frequency. It has also improved the segmentation and effectiveness of commercial efforts. Sustainability Walmart Chile incorporates sustainability as a fundamental pillar in its day-to-day dealings, recognizing that a business can be efficient and profitable while also being responsible with regard to people and the environment. Its commitment is to management that harmoniously integrates economic, social and environmental aspects. 3 Achievements in 2012 Management Report Revenue up 11.1% Revenue from ordinary activities climbed to CLP 2,892,802 million, up 11.1% compared to CLP 2,604,483 million reported in 2011. 28 New Supermarkets Five new Ekono, 13 SuperBodega aCuenta, 7 Lider and 3 Express de Lider stores were opened, amounting to 28 new stores for supermarkets in 2012. Walmart Chile was recognized by industry suppliers as the Best Retailer among its national competitors, according to “The Advantage Mirror Report” report published by international consultants The Advantage Group. Walmart Systems Integration Progress was made on the implementation of systems and procedures Walmart uses at a global level in all of the company’s areas in 2012. We wish to highlight SMART implementation at 127 Ekono and 2 Lider stores, as well as at 4 distribution centers. In addition, over 230 suppliers were registered in Walmart’s management platform Retail Link. new supermarkets In order to strengthen commercial relations with suppliers with merchandise in order to facilitate the operation and thus ensure that the company’s mission is achieved, 100% of our products were backed by a formal agreement (APC). The Great Value Brand is Consolidated Growth and consolidation of the US brand Great Value were strengthened, becoming a customer favorite, especially for frozen pizzas, ice cream and cookies. The Best Retailer 28 100% Of All Products Backed by a Formal Agreement Commitment with Women In keeping with its commitment to women’s economic development, diversity and fair and inclusive trade, the company and Women Entrepreneurs hosted a meeting with companies managed by women, inviting them to offer their products and/or services. Presto, the Card used the Most The Presto card continued to be the credit card most used at the company’s different supermarket formats in 2012, with annual sales amounting to over CLP 340,000 million. 100 % of our products were backed by a formal agreement (APC) 43 11 Revenue up .1% 3 Achievements in 2012 Management Report Image Change In order to create emotional ties and consolidate its position as one of the three most important credit card payment alternatives preferred by women in Chile, the Presto image was renewed by incorporating Karla Constant as the new face for the brand. New Service Model for Presto Customers In pursuit of continuous improvement, implementation of a “New Service Model” was started for Presto customers. This new model was designed to bring the company closer to customers and also to operate the business more productively and efficiently by centralizing back-office operations. Innovation in Purchase Payment The first application in South America for payment using smart phones was launched so that customers could use this system for their purchases at Lider and Express de Lider stores. In addition, the application allows customers to make money transfers, consult product prices and identify locations of the closest stores. The growth of each of our employees depends on their effort and all the information we can give them. Servifácil is Consolidated The Servifácil bill payment service continued to grow. Over 3 million payment transactions were completed (up 45% compared to 2011), with total collection amounting to over CLP 70 billion. The New Mi Club Benefits Program A new Mi Club benefits program was launched in September. With new peso accumulation categories, Mi Club provides access to benefits every day of the week. Integral Operation of the Lo Aguirre Distribution Center The Lo Aguirre distribution center started integral operation and became one of the most modern distribution centers in South America. Surface area at the center amounts to 58,000 m2 and it has an automatic sorter that produces up to 250 thousand boxes per day, which can be expanded to 320 thousand over the medium term. This will increase inventory management efficiency. 45 3 more than Implementation Of The Walmart Gls System Former warehouse management systems (WMS) were migrated into the Walmart GLS system at the Lo Aguirre, Temuco, Chillán, Antofagasta and Quilicura Apparel and Materials. thousands collaborator promotions Lider.cl Growth Lider.cl reported 13.7 million visits per year (up 95% compared to 2011), together with three-digit sales volume growth. The number of products available went from 10,000 up to 15,000, becoming a real complement to the company’s direct supply. Over 507,000 Training Hours for over 23,000 Collaborators 340,012 training hours were completed, together with 167,248 hours of e-learning training. 23,645 collaborators participated in these training sessions from Arica to Punta Arenas. Financing In November the company registered a new bond line for a maximum amount of UF 12.5 million at the Superintendence of Securities and Insurance. Over 3,000 Promotions As one way of promoting commitment, the company’s policy of filling vacancies by favoring internal candidates led to 3,176 collaborator promotions in 2012. Global Shared Services Project As part of Walmart’s global initiative, transactional finance processes were migrated into the Global Shared Services (GSS) center for LATAM in Costa Rica. Sustainable Energy Supply The company started tenders for approximately onethird of its power supply demand to companies providing non-conventional renewable energies. 3 Financial Risk Administration Management Report The company’s activities are exposed to different financial risks: ʭʭ a) Market risk ʭʭ b) Liquidity risk ʭʭ c) Credit risk The company’s global risk management program focuses on the uncertainty of financial markets and attempts to minimize potential adverse effects on the company’s financial profitability. The company uses swaps to cover some of the aforementioned risks. Market Risk Considering the nature of its operations, the company is exposed to the following market risks: Exchange rate risk Exchange rate risk is the risk of changes in market prices because of changing foreign currency exchange rates affecting the Group’s income or the value of its financial instruments. Exchange rate risk management aims to control the aforementioned exposure due to changes in the market for this reason at reasonable parameters while optimizing profitability. The functional currency used by the Group is Chilean pesos for setting prices for its services, establishing its balance sheet and determining effects on operating income. The company did not have accounts receivable in foreign currency as of 31 December 2012. Sixty-two percent of the company’s financial debt is expressed in Unidades de Fomento, 29% in Chilean pesos and 9% in US dollars. The company had a financial debt balance of US$ 122 million in foreign currency as of 31 December 2012. The observed US dollar value came to CLP 479.96 as of 31 December 2012, down 8% compared to the closing value of US$ 519.20 as of 31 December 2011. Sensitivity analysis was executed considering the aforementioned values in order to determine how the company’s income was affected by exchange rate variation, considering the portion not covered by the natural hedge between assets and liabilities in foreign currency. This was sensitized considering ±10% variations in the observed US dollar value as of 31 December 2012. 47 The corporation had financial assets in foreign currency amounting to US$ 40.4 million as of 31 December 2012. Al 31 de Diciembre de 2012, la sociedad mantiene activos financieros en moneda extranjera por MMUS$40,4. 2012 Scenarios US$-10%US$ closureUS$+10% DatesUS$ th CLP th CLP th CLP th As of 12-31-2011 80,434 As of 12-31-2012 3,466 18,528,578 20,587,309 22,646,040 268,643 298,492 328,342 US dollar/Chilean peso Effect on exchange rate adjustments December 2012 upon closure income CLP th +10% (29,849) -10% 29,849 According to the above table, this sensitization meant that the effect on the company’s profits could have increased (decreased) by CLP 29,849 thousand throughout the period, in the event of ± 10% variations in the US dollar value observed as of 31 December 2012. Cash flow interest rate risk The company’s interest rate risk stems from the debt it maintains with third parties. Variable rate debt exposes the company to the risk of cash flow interest rates. Debt with fixed interest rates exposes the company to the risk of interest rates with reasonable value. In this sense, the company has low exposure to risk associated to interest rate fluctuations in the market, since an important percentage of its debt is structured at fixed rates, either directly or through derivative contracts. After conducting a sensitivity analysis of the debt portion with variable rates, net of hedging, the effect on the company’s income under a scenario in which rates would have been 5% higher than current rates, with all other variables remaining constant, would be losses before tax interest up by CLP 696,450. The company has hired a Cross Currency Swap, which is used to transform the debt in Chilean pesos to unidades de fomento and to trasform the variable rate to a fixed rate. Inflation variation risk Inflation variation risk is the risk that market price changes due to internal inflation in Chile could affect Group revenue or the value of its current financial instruments. Inflation risk variation management aims to control exposure to changes in the market for this reason at reasonable parameters and to optimize profitability at the same time. As of 31 December 2012, the company kept 62% of its financial debt expressed in Unidades de Fomento (UF), which produces a valuation effect compared to Chilean pesos. In order to scope this effect with regard to income before tax, this readjustment unit was sensitized by +/5% for next year, with all other variables remaining constant. If the UF had increased by 5%, the effect on income before tax would have been losses amounting to CLP th 20,741,407. Liquidity Risk Liquidity risk is defined as the probability of monetary loss for a corporation because of difficulties in meeting its short-term obligations and/or difficulties when it comes to getting funding in order to continue normal operations. This means that the company may eventually be unable to meet the contractual commitments taken on with its creditors on time and as required, and may be unable to execute its business plans because of the average time difference between cash in and cash out. 3 Financial Risk Administration Management Report Reasonable liquidity risk management means that the company keep have enough cash and ensure that financing is available by means of enough committed credit facilities and the capacity to liquidate market positions. The Administration monitors the company’s cash position on a daily basis and constantly makes cash position estimates in order to pay, prepay, refinance and/or take out new loans in accordance with the company’s cash flow generation capacity. Moreover, as of 31 December 2012, the company had duly approved and renewable short-term credit lines, which reasonably reduced liquidity risk. Credit Risk Credit risk is managed by groups of customers and the objective is to keep all loan portfolios evaluated on an ongoing basis in order to constitute sufficient provisions required by the eventual non-recovery of loans granted in a timely manner. The company evaluated the Presto portfolio as a group, mainly due to three considerations: ʭʭ Loans are granted to natural persons. ʭʭ There is a high volume of completed transactions. ʭʭ The amount of credit given to each customer is low. In order to evaluate and constitute provisions, the portfolio is broken down by types of debtors and credit down to the levels considered to be appropriate. The Presto portfolio currently shows only operations that can be classified as consumption. Losses are measured under the following accounts: effective portfolio Provisions, Sanctions and Recoveries. The loss ratio to be considered is determined by the quotient between the indicated accounts and the amount loaned or sold on each occasion. The following information is considered for this model: ʭʭ Normal portfolio: this is broken down into Cash Installments, Credit Installments, Revolving Debt and Cash Advances. ʭʭ Renegotiated portfolio: the number of renegotiations and credit history are managed. Investment and Financing Policies and Restriction Associated to Third Parties The company invested US$ 337 million in new projects, expansion and remodeling of supermarkets and shopping centers in 2012. As of 31 December 2012, the company’s issued E series remained in force for bond line N° 492 registered in 2007 and series A for bond line N° 162 registered in 1992 and series B for bond line N° 463 registered in 2006 through its real estate subsidiary. In addition, the company registered a new bond line for a maximum amount of UF12.5 million in November 2012, which was registered as number 739 at the Superintendence of Securities and Insurance. 49 According with bond issuing contracts for bond lines N° 162 and N° 463, the company is required to comply with the following financial indicators: ʭʭ Maintain a level of indebtedness less than 1.3 times, calculated as the quotient between total liabilities and total equity. ʭʭ Maintain real estate assets for an amount equivalent to or greater than UF12 million, considering total property, plant, equipment and investment properties corresponding to lots were facilities could potentially be commercially exploited or leased. In turn, these assets must be leased to Walmart Chile S.A. or to any other related corporation, maintaining contracts that will remain in force until at least 31 October 2025. ʭʭ Maintain consolidated net worth amounting to a minimum UF 12 million. Each of the aforementioned conditions were amply met by 31 December 2012. Feller-Rate kept its risk rating the same, highlighting the company’s leadership, multiformat operations with widespread market coverage and strong financial and operational backing by Walmart Stores Inc. as positive underlying factors for this rating. With regard to risks, the agency mentioned industry competitiveness and concentration, the sensitivity of economic cycles and tighter regulatory restrictions for the financial business. In turn, Fitch Ratings kept its rating the same, indicating the company’s multiformat strategy, its market leadership position and steady growth rates for the retail business as some of the relevant factors behind the rating. It also highlighted financial support by Walmart Stores Inc. and moderate risk attributed to the company’s financial services subsidiary Presto. Feller RateFitch Ratings SolvencyAAAA- (cl) PerspectiveStableStable Shares Risk Rating Risk ratings assigned to the company by Feller-Rate and Fitch Ratings are a reflection of our leading position in the supermarket industry, explicit backing by our controlling shareholder, establishment of and compliance with more conservative business and financial policies, as well as steady and ongoing improvements in operating performance. 1st Class Level 4Level 4 Bond Line N° 492, Series EAAAAAA (cl) Bond Line N° 162, Series AAAAA- (cl) Bond Line N° 463, Series BAAAA- (cl) Bond Line N° 739AAAA- (cl) Supermarkets 4 Management by Business Segment The Real Estate Business Unit Other Businesses Distribution and Logistics Financial Services 4 Supermarkets Management by Business Segment The parent company leading the retail division is Walmart Chile Comercial S.A., which has subscribed and paid-in capital amounting to CLP th 90,363,559 as of 31 December 2012. Walmart Chile directly and indirectly controls all of the corporation’s capital rights without reporting variations in this ownership or how control is maintained. Besides the supermarket business, the retail division incorporates other business segments such as the LTS logistics division, the e-commerce division, the Restaurants Group division, the Food and Services industrial division and recently incorporates the wholesale format, which will start operations in the first quarter of 2013. At the end of the fiscal year, the company had a total 72 Líder stores and 64 Express de Lider stores, 64 SuperBodega aCuenta and 127 Ekono stores, coming to a total 748,900 m² of selling area. CLP The Supermarkets division is the company’s main business and growth engine. This division operates using a multi-format strategy, where each format has different value proposals for each group of target customers. The Lider, Express de Lider, Ekono and SuperBodega aCuenta formats evidence healthy performance in this strategy. Overall 2012 supermarket format sales came to CLP mn 2,725,725. The relative participation of the Lider format amounted to 67.4%. In turn, Express de Líder accounted for 18.2%, while the SuperBodega aCuenta format and the Ekono format amounted to a respective 10.6% and 3.8%. 2,725,725 million in 2012 Supermarket sales 748,900 m 2 of selling area 4 formats Lider, Express de Lider, Ekono and SuperBodega aCuenta Performance at Our Stores (Number of stores) 277 250 314 327 51 64 137 127 38 194 26 11 110 118 71 45 47 53 57 64 67 67 68 69 72 2008 2009 2010 2011 2012 53 28 news stores in 2012 We wish to highlight the focus for the Ekono format in 2012 was to profitize the operation, which led to the decision to close 15 stores in order to constitute a solid business foundation to ensure organic growth in the future. Selling Area Performance (m2) 800 125,179 700 600 73,162 70,304 500 67,961 43,856 44,210 19,707 28,812 95,973 46,817 54,079 82,832 89,961 49,776 101,426 xx 400 300 451,797 445,597 429,038 454,015 472,519 xx 200 100 0 2008 2009 2010 2011 2012 4 Supermarkets Management by Business Segment Every day low prices Easier and faster! An economic hypermarket espousing the “one-stop shopping” concept. It typically has a wide variety of products, with non-edible household products, household appliances, electronics, textiles, hardware and toys, as well as traditional lines of edible products. This format features an average 6,600 square meters of selling space. CLP 1,838,656 CLP 472,519 m 101,426 m million in 2012 sales 2 total selling area 67.4 % of total sales in the retail division 72 stores throughout the country 3 new stores opened in 2012 Breakdown of supermarket total sale EKONO 3.8 % ACUENTA 10.6 % EXPRESS DE LIDER 18.2 % LIDER 67.4 % A traditional supermarket corresponding to the “easy shopping” concept. This supermarket offers fast service and a good variety of food products. The sales focus is on perishable food such as fruit, vegetables, fresh meat and prepared dishes. This format features an average 1,600 square meters of selling space. 495,406 million in 2012 sales 2 total selling area 18.2 % of total sales in the supermarkets division 64 stores throughout the country 7 new stores opened in 2012 55 Proximity and low prices! Always cheaper! A supermarket that meets the purchasing needs of lowincome segments, developing a value proposal based on offering customers the lowest prices in Chile. It focuses on selling plain and simple food products with a large percentage of store brands. Selling space in this format amounts to an average 2,000 m2. CLP 287,823 million in 2012 sales 125,179 m 2 de superficie total de venta 10.6 % of total sales in the retail division 64 stores throughout the country 13 new stores opened in 2012 This format corresponds to the corner supermarket concept. These typically focus on food, are located in densely populated areas and offer fast service, easy access and low prices. This format features an average selling surface of 400 square meters. CLP 103,840 million in 2012 sales 49,776 m 2 total selling surface 3.8 % of total sales in the retail division 127 stores throughout the country 5 new stores opened in 2012 4 The Real Estate Business Unit Management by Business Segment The parent company leading real estate division development is Walmart Chile Comercial S.A., which has subscribed and paid-in capital amounting to CLP th 432,778,108 as of 31 December 2012. Walmart Chile directly and indirectly controls all of the corporation’s capital rights. As part of the company’s integration process, the corporation Saitec S.A. changed its firm name to Walmart Chile Inmobiliaria in 2011. Planning and Finance The Planning and Finance department, through its planning and studies department, is responsible for determining the company’s strategic route by means of market understanding, evaluating potential expansion zones, planning new locations and analyzing sector variables that affect growth performance at a national level. With over 25 years of experience in the development and management of supermarkets and shopping centers throughout Chile, Walmart Chile Inmobiliaria provides national real estate coverage from Arica to Punta The different processes executed by the area are handled together with the Shopping Centers, Lider, Express de Lider, SuperBodega aCuenta and Ekono divisions in order to make growth decisions in accordance with each of the markets the company operates in. 2 shopping centers In order to meet its objectives, Walmart Chile Inmobiliaria divides its operations into four business areas: Planning and Finance, Development, Projects and Commercial. This division is responsible for executing real estate development required by Walmart Chile and for profitizing real estate assets required by the company and its subsidiaries. This is done by developing and using profitable and efficient business models, making good use of existing locations and developing strategic alliances with other operators in the commercial sector. 624,142 m built at Arenas and is one of the main shopping center operators in Chile in the neighborhood store format segment. 57 In order to achieve this objective, a series of regular studies and analysis are conducted in order to enable a better demographic understanding of the country, expense distribution, consumer behavior and retail sector performance. In turn, the Procurement Division is responsible for purchasing all equipment required for the different projects developed by the real estate business unit, which include new supermarkets and shopping centers, remodeling, expansion and new distribution centers. Development Once the company’s potential growth zones have been determined, the Development department is responsible for surveying suitable locations in accordance with market conditions required by each of the company’s formats and for managing negotiations in order to consolidate growth in Chile, in line with Walmart’s expectations. The process features a detailed analysis of each site, taking into consideration factors such as pedestrian access, potential store visibility, nearby housing, security in the area and commercial development. Each of these factors is weighted according to Walmart Chile’s own knowledge of its operation and the value proposal for each of its different commercial formats. Projects Once locations and project types have been decided, a team of architects works with the company in order to complete the process. In order to ensure a higher degree of efficiency and specialization, the area divides its actions into supermarket and shopping center projects. In 2012 the real estate division opened 28 new stores for supermarkets (5 Ekono, 13 SuperBodega aCuenta, 3 Lider and 7 Express de Lider) and completed 419 remodeling projects. Surface area at new supermarkets opened came to 79,807 m², of which 57,149 m² corresponds to selling space, without including expansion. Overall investment in new supermarket and shopping center projects, expansion and remodeling amounted to approximately US$ 337 million in 2012. The Commercial Department The Walmart Chile Inmobiliaria S.A. commercial department mostly focuses on leasing and managing shopping centers. Consequently, once real estate development and construction has been completed, this department places and manages stores and spaces available for lease. The division reported over 58 million visitors at its shopping centers, highlighting Espacio Urbano 15 Norte in Viña del Mar with nearly 16 million visitors per year. Walmart Chile Inmobiliaria is currently one of the leading operators in the shopping center industry, with 12 locations between Antofagasta and Punta Arenas, 543 stores for lease and over 624,142 m² built. 12 shopping centers 28 new stores for supermarkets in 2012 543 stores for lease at shopping centers 4 Financial Services Management by Business Segment This division provides financing for its customersby means of the Presto credit card for purchases at different Walmart Chile supermarket formats and at over 56,000 associated stores throughout Chile. The card can also be used for cash advances, consumer credit and to hire different products and services, including insurance, travel and bill payment, among others. The Presto Card The Presto Card was created in May 1996 and was designed to become the most economic, convenient and easily accessed payment alternative for the company’s customers. The card was became the first “oapen” nonbank credit card in 2005. The Presto Card is currently accepted from Arica to Punta Arenas in Chile, with 180 branches and service modules, as well as widespread ATM coverage. The Presto Card portfolio consists of 1.45 million customers who prefer this card as their payment option. At the end of 2012, Presto is still the leading credit card used for payment at Walmart Chile stores, reporting annual sales amounting to over CLP 340 billion between its different formats. Family Insurance We continued the stategy of empowering and complementing coverage of our card outside of our stores in 2012 by means of campaigns with associated business and large-scale alliances with drugstores and gas stations. Crosswise actions were empowered between Walmart customers, providing benefits at associated stores. Sales at these stores accounted for 19% of overall Presto Card sales. In addition, substantial progress in Presto Card account collection was made in coordination with Servifácil, with transactions up 45% compared to 2011. Insurance Important changes took place in the industry throughout 2012. Voluntary insurance policies were first offered in January of this year, which was an important commercial challenge. Most of the products we offer were renewed and the focus was always on providing greater transparency with our customers, simplifying products with straightforward but top-value alternatives. These strategies allowed us to recover our sales volume. Throughout this period, the insurance division reported volume amounting to over CLP 36 billion in intermediate 59 premiums and revenue from commissions, which account for 10% of total income for the Financial Services subsidiary. Savings The mutual funds business also went through important regulatory changes, paving the way for the creation of new savings products and thus continuing a distinctive supply of goods for sale. Consequently, new insurance products with savings components were launched in the middle of the year, which allow our customers to keep saving and completing these savings with the benefits of life insurance in the event of accident or death. Revenue Collection In 2012 the revenue collection business segment continued to improve its services and market share, incorporating new companies where Walmart Chile customers can pay their bills. In addition, new self service points were replaced using state-of-the-art equipment in order to improve the customer experience. Growth held steady in 2012, collecting of 3 million payments with amounts comuing to over CLP 70 billion, up 45% compared to transactions and commissions reported in 2011. 145 . Travel Presto Viajes is the Presto travel agency. The agency was created in order to offer all of its customers the best travel deals and the lowest prices. The Presto Viajes team of specialized travel consultants is available to answer any questions and to provide top-notch service. Credit By means of its avances and súper avances programs, the Financial Services division offers consumer credit to its Presto card customers. million active accounts CLP 103,592 mn CLP 281,000 mn in credit sales in placement stock 1,900,107 active insurance policies 11,500 insurance policies with savings 56,000 associated stores throughout Chile 4 Distribution and Logistics Management by Business Segment The LTS distribution and logistics center is the unit in charge of reception, storage, distribution and transport for 71% of the products commercialized in all of the company’s stores and formats. LTS currently has nine distribution centers throughout Chile. The following table describes each of these: Distribution CenterRegionSurface Area (m2) Dry merchandise, QuilicuraMetropolitan Region 54,607 Perishable merchandise, QuilicuraMetropolitan Region 25,082 Dry merchandise with automatic sorter, Lo Aguirre.Metropolitan Region 58,000 Store brand warehouse, La Farfana, Pudahuel.Metropolitan Region 12,663 General merchandise, Pudahuel.Metropolitan Region 89,236 Ekono distribution centerMetropolitan Region 15,830 AntofagastaAntofagasta Region 3,000 ChillánBio Bio Region 7,840 TemucoAraucanía Region 6,591 Walmart Chile works with over 1,380 national suppliers in a centralized manner and has important overseas supply sources by means of different trade agreements. Merchandise is mostly purchased immediately or by means of short-term operations within a context of long-term relations with suppliers. Our main achievements in 2012 include starting integral operations at the Lo Aguirre distribution center, which aims to become one of the most modern distribution centers in South America. Located in the district of Pudahuel, the surface area of this distribution center comes to 58,000 m² and it features an automatic sorter with maximum independent production capacity of 250,000 boxes per day, which can be increased to 320,000 over the medium term. This major technological advance enables the redistribution of circulation flows by modifying cost structures and cash register replacement at our facilities, thus reducing the company’s inventory days. In addition, productivity is expected to increase by 30%, with less merchandise being sent to the wrong stores. In addition, the company continues to invest in technological developments to increase distribution center productivity. Walmart Chile purchasing is mainly handled by the LTS supply area, which allows the company to make orders required for stores considering different factors, such as delay time for the reception of merchandise sent by suppliers, peak demand during certain seasons of the year, product condition, and the bridging of operating gaps, among others. Another important milestone in 2012 was conversion of warehouse systems (WMS) to Wal-Mart GLS systems. The following distribution centers successfully implemented the new systems: Lo Aguirre, Temuco, Chillan, Antofagasta and Quilicura Apparel and Materials. 80% 7.91% was the average fill rate in 2012 272,849 m2 in distribution centers 93.01% in stock for 2012 growth in boxes transferred from the distribution center to stores compared to 2011 61 1575 . % increase in transfers compared to 2011 4 Other Businesses Management by Business Segment Lider.cl During its second year of operation, Lider.cl increased its annual visits from 7.03 million to 13.71 million, reporting triple digit growth in sales volume compared to the year before. For this same line the range of good and general merchandise products went from 10,000 up to 15,000 products, a real complement to the traditional retail busi- ness proposal. Finally, in 2012 Lider.cl became the first retail store in the world to make general merchandise products available in Antarctica, Juan Fernández Island and Easter Island, as well as another 180 branches and Chile’s National Postal Service’s Citibox mailboxes distributed throughout the country. The Walmart Chile Restaurants Group The Walmart Chile Restaurants Group develops and operates restaurants, self service restaurants and cafeterias designed for specific customer needs and occasions. With 50 points of sale (2 grills, 11 buffets, 33 Revive Lunch, 1 Pio, 3 Revive restaurants) in supermarkets and shopping centers, these spaces are an interesting alternative for lunch, dining, sharing a coffee or ice cream cone and having a good time with friends and family. In addition, the Restaurants Group has two production plants, one for Buffet brand homemade ice cream and another plant that makes sandwiches and salads. 63 5 million active members of Mi Club Alimentos y Servicios Ltda. Alimentos y Servicios Walmart purchased a 100% stake in Food and Services in 2011. This business segment thus contributed steady and profitable growth to the Perishables value proposal with a constant focus on adapting EDLC by means of efficiency and innovation for over 200 products from the following categories: fish, flowers, prepared dishes, confectionery and baking. In addition, funding was provided for construction of a new bakery line, substantially increasing installed capacity at Walmart’s current facilities in Quilicura. Mi Club Lider Mi Club is a customer loyalty program that rewards Walmart Chile customers by accumulating and returning money (Mi Club pesos, not points) every three months in the form of a Savings Check. All purchases accumulate Mi Club pesos and our customers can accumulate more Mi Club pesos when using their Presto card at Lider and Express de Lider. The program also rewards customers by providing discount coupons and exclusive offers. There were over 5 million active members of Mi Club at the end of 2012 and over 4.8 million savings checks were issued for customers, amounting a grand total of approximately CLP 23.5 billion. 5 Social Commitment Commitment with Our Collaborators Our Commitment to the Community Our Sustainability Commitment 5 Commitment with Our Collaborators Social Commitment Walmart Chile employs over 45,000 people from different origins, of different ages and with different socioeconomic conditions. The company provides tools so that its collaborators can further their personal development in a healthy manner, encouraging teamwork and participation areas in order to grow both personally and professionally. Our Commitment Encouraging and maintaining strong commitment levels is the hallmark of Walmart Chile. Commitment is the foundation of our culture and plays an essential role in the company’s success. High commitment levels help collaborators feel respected, provide quality customer service and seek levels of excellence. Walmart Chile conducted a Collaborators Opinion Survey (COS) in 2012 for the third year in a row. This commitment assessment instrument is used in all countries where Walmart operates. Results produced (FY13) were satisfactory for the company and this was allegedly due to Commitment Strengthening Program focusing on the operation. This program aimed to strengthen our collaborators’ commitment to the Lider and Express de Lider formats through meetings with random groups One of Walmart Chile’s of workers using a guided conversation methodology to approach the most important issues discussed in the 2011 COS. Internal Communication Walmart Chile uses effective internal communication to promote the organizational culture that has become our hallmark. Along these same lines, encouraging continuous improvement in terms of the service we provide to our end customers in a fundamental part of our daily efforts. Regarding this challenge, in 2012 we developed and implemented the “put yourself in your customers’ shoes” internal communication campaign for the entire organization. We used graphic displays and information to make collaborators aware of concepts and good practices associated to better service, which finally marks the difference with regard to our competition and makes customers prefer us. In addition, we encouraged a “behavioral decalogue for excellent service”. Faced with the mission of becoming a strategic partner for the business, this year the Internal Communications area adapted to the industry’s needs and contingencies by developing a food safety campaign that was implemented in its four retail formats. The campaign slogan was “My family’s health is in my hands” and it promoted five basic rules for safe food handling, showing even our collaborators’ families that this issue is of vital importance because it involves the health of our families and customers. These communication initiatives incorporated in 2012 are part of the overall strategy, including internal marketing campaigns, internal media and corporate events designed to promote communication and encourage commitment for employees working at this organization. focal points is personnel management and planning, ensuring that the best people are hired to fill vacant positions. One of the Company’s policies is to favor internal candidates at first instance. Benefits Walmart Chile constantly ensures that different support and guidance programs are updated regarding personal, family and workplace aspects of daily living in order to improve quality of life for workers and their families. In 2012 the focus was on creating lines of communication with collaborators by means of the Agreements and Intranet Guide, in order to communicate the benefits, new agreements and activities designed to help make work and family life compatible for the highest possible number of collaborators throughout Chile. 67 As for healthcare, the company’s agreement with private healthcare provider Isapre Consalud was expanded in order to help workers that are currently covered by Fonasa to qualify for a health plan suited to the 7% deducted from their salaries for healthcare and providing benefits entailed by a healthcare plan with a private agency. In addition, complementary health insurance received by all collaborators with indefinite employment contracts was renewed. This insurance guarantees policyholders reimbursement for a high percentage of health expenses not covered by public or private health systems. The company also encouraged incorporation of disaster insurance to help leverage steep medical expenses. Sports activities were held in order to encourage healthy living and these were complemented by medical examinations at public health clinics and weight-size-body mass index measurement throughout the entire country. In addition, activities such as massive 5-km races were organized for collaborators, together with recreational activities for collaborators’ children (Christmas activities benefit over 21,000 children up to the age of twelve). As for education, the Company offers the Scholastic Encouragement Program in order to encourage academic excellence for collaborators and their children. 1,175 scholarships were awarded for elementary and high school, technical and university programs. In addition, collaborators’ children with learning disabilities attending special education establishments were awarded for the first time. These children received a financial award and a special diploma at a moving ceremony. Incorporation and Development of Talent One of Walmart Chile’s main challenges is to be the best retail company in Chile. This means that one of its focal points is personnel management and planning, ensuring that the best people are hired to fill vacant positions. One of the Company’s policies is to favor internal candidates at first instance. An outstanding project in terms of the recruitment and development of young talent is the first yearly version of the Walmart Chile Retail Trainee Program. This program aims to “train professionals to develop an overall and interrelated understanding of the Company, enabling these professionals to contribute a strategic and innovative outlook based on this vision”. Young professionals from renowned universities were incorporated and given the opportunity to consolidate a gradual learning process regarding Walmart Chile’s complexity and organization in order to subsequently fill a specific position. This program provides the following: ʭʭ An integral and overall understanding of Walmart Chile ʭʭ Theoretical and practical instruction regarding the different areas ʭʭ A mentor and HR coordinator for trainees ʭʭ A tutor for the young trainees Nine professionals (five women and four men) graduated from the trainee program in July 2012. These all filled permanent positions by October 2012. Effective collaborator management is provided by means of Performance Management, which is executed using two methodologies: Performance Evaluation: All collaborators participate, with the exception of contact personnel (those who work directly with customers). This evaluation assesses objectives and competencies. Two new categories were developed in order to ensure continuous improvement in 2012: ʭʭ a) Strategic Objectives were cascaded based on five strategic pillars: Profitable Growth, the Best Customer Experience, EDLC, People-Talent Development, Corporate Responsibility-Sustainability, Diversity and Inclusion. ʭʭ b) Performance Evaluation by an Internal Customer: Service is essential for achieving results at our company. Consequently, a pilot program was designed this year in order to include internal customers in our performance evaluation. The human resources area was assigned to participate for all positions that have two reports: a direct report and a functional report. One of the benefits is that the people involved will be able to further their own development as they understand how the service they provide is perceived, identifying what should remain the same and what they can improve. Feedback: Contact personnel also participate, receiving their first feedback three months after they are hired and then once every six months. Leadership Program: In order for our executives to align their leadership style with the style specified by Walmart at an international level, in 2012 we hosted a leadership and strategic align- 5 Commitment with Our Collaborators Social Commitment ment program in Chile. Sixty-four executives belonging to the first and second line of CEO reports attended the program. The methodology used was based on group work by real groups, as well as coaching sessions coordinated by external consultants with outstanding expertise. Each leader attending this program completed 18.5 training hours. Training Contributing to its collaborators’ education and development is a priority for Walmart Chile. Integral and qualified employees seeking excellence in their daily activities are fundamental in order to achieve goals and objectives that have been set. Consequently, the Company has a Walmart Chile Studies Program in order to ensure that its collaborators can gain new skills and/or know-how to support their education, personal and professional development. This program is comprised of the following components: The Completion of Studies Program: This program is designed for all collaborators who wish to complete their elementary or high school studies. The Specialization Diplomas Program: This program promotes collaborator training and education by means of an extensive range of post-graduate diploma programs, whose design and contents have a real impact on the management and development of our business. These are designed in two extensive lines of studies: Business Management (post-graduate diplomas in Retail Management, Commercial Management, Project Direction and Personnel Management) and Operations Management (post-graduate diploma in Sales Management, Customer Management and Logistics and Operations Management). The Higher Education Scholarships Program: This program supports the professional development of collaborators who are currently completing university studies for a technical, university or graduate degree at any of the educational institutions in Chile. One of the Company’s main focal points is to provide solid cultural underpinnings for our collaborators. We have a 24-hour culture workshop known as the Walton Institute, which was designed to make the Company’s leaders cultural champions, able to lead and drive our culture toward achieving results. Fifteen workshops were hosted in 2012, amounting to a total 9,216 hours of culture training for our leaders. As for overall training results, we wish to highlight that 340,012 classroom instruction hours were completed, as well as 167,248 hours e-learning instruction with participation of a total 23,645 collaborators between Arica and Punta Arenas, for a grand total of 507,260 hours of training in 2012. Recruitment and Selection 4,575 lateral and upward movements were made at our company last year. 1,138 of these were the result of internal competitions. Supporting growth is part of Walmart’s strategic pillars and in 2012 we opened 28 stores, which required the incorporation of 2,190 new collaborators. 18% of our trainees were hired after their trainee period came to an end. 69 Diversity and Inclusion A wide range of working teams and cultivation of an inclusive work environment are essential for Walmart Chile’s business success. This becomes a constant pursuit in order to make these objectives a competitive advantage for the Company. Our Mission in this area is to keep our promise and help our customers save money so they can live better, supporting us in the power provided by a wide range of collaborators and providing an inclusive work environment. Given the importance of these issues for the Company, the Diversity and Inclusion Division was created in 2012. This Division aims to develop actions to promote and facilitate the construction of a diverse work force and a working environment in which individual differences are accepted and appreciated. In addition, the former Council of Women Leaders became the Diversity and Inclusion Council, which is comprised of representatives from all areas. The Council’s role is to act as a facilitator in order to achieve the objectives set. Working Relations We at Walmart Chile are convinced of and focused on developing a sustainable working relations model with long-lasting effects. Management processes were strengthened in 2012 and the most important of these processes was collective bargaining. This bargaining process involved over 22,000 collaborators throughout the country and successfully concluded with the signing of respective group contracts with staggered maturity dates in 2015 and 2016. The scenario is therefore ripe for the continuous improvement of Company-Union relations, thus ensuring operations management for the business over the next three years. The area of influence for the different Walmart Chile businesses was redesigned based on strategic control of risks involved in the compliance of labor policies (Compliance Regulatory Risk; labor and employment) in order to build a working relations model. The Working Relations Management has consolidated its management and control of compliance and labor risk posed by services rendered by the outsourcing suppliers, subcontractors and temporary services. 5 Our Commitment to the Community Social Commitment Walmart Chile is committed to the development of Chile and its inhabitants, especially communities where the company operates supermarkets and shopping centers. The company consequently makes donations, signs alliances and collaboration agreements with non-profit institutions working in areas that coincide with he strategic focal points determined by our Social Responsibility policy, whose main purpose is to help improve quality of life for vulnerable groups of our society. Our lines of work include encouraging the economic empowerment of women in Chile: contributing to eradicate hunger and malnutrition, and providing a space for moving people (our customers and our workers) to action in order to help those in need. One example of this commitment is the strategic alliance between Walmart Chile and Hogar de Cristo that has been operating for over 15 years. This Corporate Volunteers Program and Leave Your Change in Good Hands program are part of this strategic alliance and are part of the very heart of this company. Women Walmart Chile contributes to the economic empowerment of women, supporting the rehabilitation and inclusion of women who are the victims of intrafamily violence into the workforce, together with indigenous microentrepreneurs, small businesses managed by women traders and development of current and potential women suppliers, among other initiatives. Women Entrepreneurs: encouraging women leaders In addition, the company supports different initiatives that encourage the integral development of women entrepreneurs, collaborators and professionals by means of Women Entrepreneurs, providing and opening training, career development and leadership spaces in order to increase opportunities for women. AsociaRSE: Overcoming domestic violence Together with the National Women’s Service (Sernam) and Domos Corporation, Walmart Chile participates in the AsociaRSE program, which aims to train and provide psychosocial support for women who have been victims of intrafamily violence, in order to ensure subsequent incorporation into the workforce. 71 This intervention model takes approximately 10 months and it is designed to develop polyfunctional competencies so that women can get ahead. Walmart Chile donated CLP 20 million for program execution in 2012 and opened the doors of its Ekono and SuperBodega aCuenta formats to incorporate the 40 persons benefited by this year’s program as workers at both supermarkets with flexible shifts (30 hours) that help to combine their jobs and family life. The results are highly satisfactory and over 85% of these people were finally incorporated into the workforce. Hunger and Nutrition The company collaborates to eradicate hunger and malnutrition by making ongoing substantial food donations to the needy and by encouraging healthy nutrition for children attending schools near our supermarkets. The Food Network: serving those who need it the most Walmart Chile is a strategic partner and founder of Corporación Red de Alimentos (Food Network Corporation), an entity that acts as a bridge between companies that donate food and non-profit organizations that need food for their beneficiaries. Walmart Chile has been donating perishable and nonperishable food to this institution since August 2011. We were able to deliver important food donations amounting to a total CLP 316,107,524. Educating for Chile The company supports Fundación Mar de Chile in its efforts to create awareness regarding Chile’s national maritime heritage and to promote the consumption of fish and seafood by elementary school students at schools in vulnerable sectors. Coverage provided by the “Educating for Chile” program amounted to an approximate total of 6,700 fifth grade students from a total 106 schools between Arica and Punta Arenas. Fundación Mar de Chile brought together parent/guardian associations, visited each class participating in the program and made educational material and multimedia presentations developed especially for the program. We wish to highlight that each of the Lider stores that participated in the program made its facilities available for the organization every time these were needed, working together with Fundación Mar de Chile in order to make the initiative a big success. Strategic Alliance with Hogar de Cristo The company has been supporting the mission of Hogar de Cristo over the last 15 years by means of the Corporate Volunteers and Leave Your Change in Good Hands programs, among other collaborative measures. Corporate Volunteers The company uses this initiative to invite collaborators from different Lider and Express de Lider stores throughout the country to sponsor works managed by Hogar de Cristo throughout Chile. The members of our company are seriously involved. In 2012, a total 122 Hogar de Chile projects were constantly visited by our collaborators, who donated their time, care and love. 5 Our Commitment to the Community Social Commitment Leave Your Change in Good Hands Thanks to an alliance established between Walmart Chile and Hogar de Cristo in 1996, the company invited its customers to make a donation to the foundation with each purchase, with a serious commitment made by each of the cashiers at our stores. This program is one of the most widely recognized social support actions by our customers and collaborators. The program collected CLP 746,203,611 in 2012, all of which was delivered to Hogar de Cristo. Funds collected directly benefit people at social risk, such as abandoned senior citizens, young people with addiction problems, the victims of intrafamily violence, preschoolers and infants, among others. The Growing with You Program The company funds neighbor associations, parent centers, sports clubs, corporations and foundations that approach locals asking for donations as one way of improving quality of life in communities where are supermarkets are located. Projects presented are pre-selected by a Committee at our stores and then one of the company’s Donation Committees, which approves or rejects donations proposed. In 2012 a total of 234 projects were approved, amounting to CLP 142,044,147. Sixty-one of these projects were requested by neighbor associations, sports clubs, NGOs and foundations, parent associations, youth organizations and groups. Another 140 projects were proposed by Hogar de Cristo volunteers program and 33 projects were proposed by Refugio de Cristo volunteers. These projects were designed to empower monthly visits by volunteers for projects focusing on improving infrastructure for projects executed by both institutions and thus help to improve quality of life for project beneficiaries. This program is a tool that helps us to get to know different organizations representing the communities living around our stores, understand their needs on a first hand basis and communicate our motivations as company in order to further projects to favor our customers’ welfare. 5 Our Sustainability Commitment Social Commitment 73 We at Walmart Chile believe that development of an efficient and profitable business is based on caring for the world we live in. We want to give our children a better and cleaner world and therefore our business must be sustainable, encouraging care of people and the environment. As a company we have proposed this challenge at a global level and everyone at Walmart Chile works hard each day to make this world a better place. We have consequently incorporated sustainability by means of four pillars: People, Products, Energy and Waste. People Walmart Chile promotes sustainability culture by disseminating contents and training its collaborators. In addition, the My Sustainable Plan initiative encourages collaborators to include sustainable practices in their personal lives and with their families. Products My sustainable plan is a Company program that invites collaborators to commit to simple and concrete sustainable actions in their daily lives. These help to care for the environment improve quality of life and human relations with families, at work and with the community. We at Walmart Chile are working to bring increasingly more sustainable products into our sales areas. We do not want our customers to have to choose between a product they can pay for and another product that is good for their families and for the planet when making a purchase. In keeping with this concept, we launched the AutoCompartido campaign, a car pooling initiative designed to optimize vehicle use by our support collaborators in order to reduce the carbon footprint produced by commuting and to generate savings for the company. Consequently, in April 2012 we launched the Consortium for Sustainability in Chile, whose Executive Secretariat is headquartered at Fundación Chile. This initiative seeks to work for a more sustainable world through better products, services and consumption habits. In 2012 we incorporated the concepts of sustainability directly into the operation by training the collaborators at our stores to handle liquid waste. This program trained over 1,200 collaborators in 2012 and we expect to train over 4,000 collaborators in 2013, thus guaranteeing standard compliance and the improvement of operating practices. Creation of the Consortium for Sustainability in Chile is a major milestone for the country, in that it brings together efforts put forth by companies, universities, government agencies and non-governmental organizations in order to improve their environmental and social performance in different process stages. more than 1,200 more than 4,000 associates were trained in sustainability in 2012. associates trained are planned in 2013 5 Our Sustainability Commitment Social Commitment The final and future objectives of these joint efforts are to provide information to consumers regarding the sustainability of products and services they consume so that they can incorporate sustainability criteria in their purchasing decisions, thus feeding a virtuous cycle of sustainable production and consumption. In turn, we encourage our suppliers to seek higher and higher sustainability standards for the practices and products, such as reducing packaging material and optimizing transport, as well as the use of sustainable raw materials, always considering processes from their very origin and throughout the entire production chain. Energy In keeping with Walmart’s global objective to supply all of its operations using renewable energies, in 2012 we announced a tender to supply approximately one-third of our company’s power using non-conventional renewable energies (NCRE). Bids were being pre-qualified at the end of 2012 and contracts will be awarded in mid2013. Waste One of the company’s main domestic and global objectives is to completely eliminate final disposal of waste produced by our supermarkets and thus reduce our resource consumption and save money for our customers. In keeping with this objective, this year we have made progress with the back-office recycling of cardboard and stretch film discarded after unpacking the products we commercialize. We have also installed a used plastic bag collection system at our stores. This provides more raw materials for manufacturing plastic bags for our customers. These bags currently contain 75% recycled material, the first of their kind in Chile, and are certified by Universidad de Chile’s research center IDIEM. We have continued testing and installing energy efficiency technologies at our stores and remodeling projects throughout 2012. We are currently participating in a research project with Universidad Católica’s engineering firm DICTUC about the possibilities of improving air-conditioners’ energy efficiency by using green roof plants. at www.walmartchile.cl/ See our Sustainability Report to learn more about how Walmart Chile adds value 75 1575 , by incorporating sustainability into the business % 6 Disclaimer 77 In conformity with current legislation, the undersigned declare under oath: i) that they have taken cognizance of the information contained in the individual and consolidated financial statements of Walmart Chile S.A. and its subsidiaries for the fiscal year ending 31 December 2012; and, ii) that they assume responsibility for information contained in the individual and consolidated financial statements of the Corporation and its subsidiaries for the fiscal year ending 31 December 2012; all of the above in conformity with the aforementioned legislation and for the purpose of submittal to the Securities and Insurance Supervisor. Mr. Felipe Ibáñez Scott Mr. Pedro Farah Rut: 5.638.122-8 ID: 0-E Mr. José María Urquiza Mr. José María Eyzaguirre Baeza ID: 0-E Rut: 7.011.679-0 Mr. Enrique Ostalé Cambiaso Mr. Alberto Eguiguren Correa Rut: 8.681.278-9 Rut: 9.979.068-7 Mrs. Claire Babineaux-Fontanet Mr. Jorge Gutiérrez Pubill ID: 0-E Rut: 5.907.040-1 Mr. Nicolás Ibáñez Scott Mr. Gian Carlo Nucci Rut: 5.638.106-6 ID: 0-E Charmain Director Director Director Director Director Director Director Director General Manager 7 Financial Statements 7 Financial Statements As of 31 December 2012 and 31 December 2011 INDEX 82 89 89 93 105 105 113 115 118 119 121 122 126 130 130 131 135 136 140 141 143 147 150 151 151 151 153 154 156 157 158 159 160 160 160 162 163 165 172 172 176 Walmart Chile S.A. and Subsidiaries Consolidated financial statements Notes to the consolidated financial statements 1. Reporting entity 2. Basis of preparation 3. Significant accounting policies 4. Changes in accounting policy 5. Risk management policy 6. Management estimations, judgments and critical criteria 7. Information by segment 8. Cash and cash equivalents 9. Financial instruments 10. Other finanical assets 11. Trade and other accounts receivable 12. Balances and transactions with related companies 13 Inventories 14. Investment in subsidiaries accounted for using the equity method 15. Intangible assets 16. Investment property 17. Property, plant and equipment 18. Leases 19. Deferred taxes 20. Other finanical liabilities 21. Trade and other accounts payable 22. Provisions 23. Assets y current tax liabilities 24. Other non-financial liabilities 25. Net equity 26. Income 27. Composition of significant results 28. Income after taxes 29. Earnings per share 30. Contingencies, lawsuits and other restrictions 31. Staff distribution 32. Environment 33. Subsequent events 34. Business mergers 35. Non-current assets or groups of assets for disposal classified as held for sale 36. Pro-forma cash flow statement, direct method Inversiones Walmart Chile Limitada y Afiliadas Consolidated financial statements Notes to the consolidated financial statements 1. Reporting entity 2. Basis of preparation 3. Significant accounting policies 194 194 198 Inversiones Internacionales D&S Limitada y Afiliadas Consolidated financial statements Notes to the consolidated financial statements 1. Reporting entity 2. Basis of preparation 3. Significant accounting policies 205 212 Reasoned Analysis of the Financial Statements Significant Events 188 81 Report of Independent Auditors (A free translation of the original report issued in Spanish) To the Shareholders of Walmart Chile S.A. We have audited the accompanying financial statements of Walmart Chile S.A. and affiliates (“the Company”), which comprise the balance sheets as of December 31, 2012 and 2011, and the related statements of comprehensive income, changes in shareholders’ equity and cash flows for the years then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in conformity with International Financial Reporting Standards; this includes the design, implementation , and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Chile. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, based on our audits, the financial statements referred to above present fairly, in all material respects, the financial position of Walmart Chile S.A. and affiliates as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended in conformity with International Financial Reporting Standards. Albert Oppenländer L. Santiago, Chile March 27, 2013. ERNST & YOUNG LTDA. Walmart Chile S.A. and Subsidiaries Classified Consolidated Balance Sheets As of 31 December 2012 and 2011 (In thousands of Chilean pesos (CLP th)) ASSETS Note 12-31-2012 CLP Th 12-31-2011 CLP TH 8 43,858,379 42,544,982 10 19,392,604 40,243,620 - 6,812,126 5,225,093 CURRENT ASSETS Cash and cash equivalents Other current financial assets Other current non-financial assets Trade and other current accounts receivable 11 301,964,523 282,517,789 Accounts receivable from related entities, current 12 1,422,399 - Current inventories 13 245,144,638 217,100,494 Current tax assets 23 54,756,134 31,309,756 Total current assets other than assets or asset groups for disposal - 673,350,803 618,941,734 35 - 6,158,823 Total current assets 673,350,803 625,100,557 - 25,473,662 25,012,096 Non-current accounts receivable 11 65,133,730 79,600,103 Intangible assets other than goodwill 15 22,428,921 20,322,247 classified as held for sale or as held for distribution to owners Non-current assets or asset groups for disposal classified as held as for sale NON-CURRENT ASSETS Other non-current non-financial assets Goodwill 15 29,523,393 29,948,810 Property, plant and equipment 17 1,114,043,374 1,011,784,159 Investment properties 16 127,723,170 129,655,015 Deferred tax assets 19 59,642,301 53,343,901 Total non-current assets 1,443,968,551 1,349,666,331 Total assets2,117,319,354 1,974,766,888 The accompanying notes 1 to 36 are an integral part of these consolidated financial statements 83 Walmart Chile S.A. and Subsidiaries Classified consolidated balance sheets As of 31 December 2012 and 2011 (In thousands of Chilean pesos (CLP th)) LIABILITIES Note12-31-2012 CLP TH 12-31-2011 CLP TH CURRENT LIABILITIES Other current financial liabilities 20 381,619,947 132,008,734 Trade and other accounts payable 21 471,536,706 441,500,244 Accounts payable to related entities, current 12 736,080 761,487 Other short-term provisions 22 3,946,052 Current tax liabilities 23 Current employee benefit provisions 22 28,684,557 30,326,249 Other current non-financial liabilities 24 39,648,761 38,971,108 926,172,103 677,305,470 Total current liabilities -.- -.- 7,307,859 26,429,789 NON-CURRENT LIABILITIES Other non-current financial liabilities 20 133,275,573 336,625,456 Accounts payable to related entities, non-current 12 296,495,204 289,398,245 Deferred tax liabilities 19 37,480,529 27,271,190 Non-current employee benefit provisions 22 Other non-financial liabilities, non-current 24 2,954,113 3,780,245 Total non-current liabilities - 470,205,419 657,135,136 Total liabilities - 1,396,377,522 1,334,440,606 25 457,867,231 457,867,231 253,425,276 172,618,711 9,622,109 9,815,250 720,914,616 640,301,192 27,216 25,090 -.- 60,000 EQUITY Share capital Accumulated income (loss) Other reserves Equity attributable to owners of the controlling entity Minority shares -.25 -.25 Total equity -.- 720,941,832 640,326,282 Total equity and liabilities -.- 2,117,319,354 1,974,766,888 The accompanying notes 1 to 36 are an integral part of these consolidated financial statements Walmart Chile S.A. and Subsidiaries Consolidated income statements by function For fiscal years ending 31 December 2012 and 31 December 2011 (In thousands of Chilean pesos (CLP th)) 01-01-2012 INCOME STATEMENTS BY FUNCTION Note 12-31-2012 CLP TH Revenue from ordinary activities 01-01-2011 12-31-2011 CLP Th 26 2,892,801,969 2,604,483,217 Cost of sales (2,102,693,725) (1,894,182,401) Gross income 790,108,244 710,300,816 27 11,161,630 35,030,844 Distribution costs (31,823,514) (23,249,065) Administrative expenses 27 (555,067,233) (507,191,180) Other expenses, by function 27 (36,204,335) (36,882,196) Other income (losses) 1,572,232 (361,458) Financial income 27 967,642 2,252,875 Financial costs Other income, by function 27 (25,501,569) (20,734,337) Share in income (losses) of subsidiaries and joint businesses using the equity method - (195,679) 27 (245,076) (6,772,808) Income per indexation units (9,971,088) (15,734,513) Income (loss) before taxes Exchange rate differences 144,996,933 136,463,299 28 (29,358,766) (22,558,779) Income (loss) 115,638,167 113,904,520 115,635,906 113,891,781 25 2,261 12,739 Income (loss) 115,638,167 113,904,520 Income tax expenses Income (loss) attributable to: Income (loss), attributable to the controlling interest owners Income (loss), attributable to minority interests Income per share Income per basic share Income (loss) per basic share in continuing operations 29 17.74 17.47 Income (loss) per basic share in discontinued operations - - Income (loss) per basic share (CLP per share) 17.74 17.47 The accompanying notes 1 to 36 are an integral part of these consolidated financial statements 85 Walmart Chile S.A. and Subsidiaries Consolidated comprehensive income statements For fiscal years ending 31 December 2012 and 31 December 2011 (In thousands of Chilean pesos (CLP th)) COMPREHENSIVE INCOME STATEMENT Note FOR THE FISCAL YEAR ENDING 01-01-2012 01-01-2011 12-31-2012 12-31-2011 CLP TH CLP TH Income (loss) 115,638,167 113,904,520 Exchange rate conversion differences (193,477) 73,146 Available-for-sale financial assets - - Cash flow hedging - - Income tax related to components of other comprehensive income - - Other comprehensive income components before taxes - - Total comprehensive income 115,444,690 113,977,666 Comprehensive income attributable to the controlling interest owners 115,442,429 113,964,927 Comprehensive income attributable to minority interests 2,261 12,739 Total comprehensive income 115,444,690 113,977,666 Components of other comprehensive income, before taxes Comprehensive income attributable to The accompanying notes 1 to 36 are an integral part of these consolidated financial statements Walmart Chile S.A. and Subsidiaries Consolidated statement of changes in net equity For fiscal years ending 31 December 2012 and 31 December 2011 (In thousands of Chilean pesos (CLP th)) Equity as of 31 December 2012: Reserves for Equity currencyOther Accumulatedattributable Issued conversionmisc.Otherincometo Minority Total capitaldifferencesreservesreserves (loss) controllinginterestsequity entities Initial balance for the current period as of 01-01-201 457,867,231 (128,007) 9,943,257 9,815,250 172,618,711 640,301,192 25,090 640,326,282 Increase (decrease) due to error correction - - - - - - - - 457,867,231 (128,007) 9,943,257 9,815,250 172,618,711 640,301,192 25,090 640,326,282 - - - - - - - - - Comprehensive income - - - - - - - - - Income (loss) - - - - 115,635,906 115,635,906 2,261 115,638,167 - Other comprehensive income - (193,477) - (193,477) - (193,477) - (193,477) - Comprehensive income - - - - - 115,442,429 2,261 115,444,690 - Dividends - - - - (34,829,468) (34,829,468) - (34,829,468) - Increase (decrease) due to transfers and other changes - - 336 336 127 463 (135) 328 - (193,477) 336 (193,141) 80,806,565 80,613,424 2,126 80,615,550 Restated initial balance Changes in equity Total changes in equity Final balance for current period as of 12-31-2012 457,867,231 (321,484) 9,943,593 9,622,109 253,425,276 720,914,616 27,216 720,941,832 Equity as of 31 December 2011: Reserves for Equity currencyOther Accumulatedattributable Issued conversionmisc.Otherincometo Minority Total capitaldifferencesreservesreserves (loss) controllinginterestsequity entities Initial balance for the current period as of 01-01-2011 457,867,231 (133,254) 9,943,850 9,810,596 111,023,392 578,701,219 731,574 579,432,793 Increase (decrease) due to error correction - - - - 2,311,407 2,311,407 - 2,311,407 457,867,231 (133,254) 9,943,850 9,810,596 113,334,799 581,012,626 731,574 581,744,200 - - - - - - - - - Comprehensive income - - - - - - - - - Income (loss) - - - - 113,891,781 113,891,781 12,739 113,904,520 Restated initial balance Changes in equity - Other comprehensive income - 73,146 - 73,146 - 73,146 - 73,146 - Comprehensive income - - - - - 113,964,927 12,739 113,977,666 - Dividends - - - - (54,607,869) (54,607,869) - (54,607,869) - Increase (decrease) due to transfers and other changes - (67,899) 593 (68,492) - (68,492) (719,223) (787,715) - 5,247 (593) 4,654 59,283,912 59,288,566 (706,484) 58,582,082 Total changes in equity Final balance for current period as of 12-31-2011 457,867,231 (128,007) 9,943,257 9,815,250 172,618,711 640,301,192 25,090 640,326,282 The accompanying notes 1 to 36 are an integral part of these consolidated financial statements 87 Walmart Chile S.A. and Subsidiaries Consolidated indirect cash flow statements For fiscal years ending 31 December 2012 and 31 December 2011 (In thousands of Chilean pesos (CLP th)) CONSOLIDATED INDIRECT CASH FLOW STATEMENT Note 12-31-2012 CLP Th 12-31-2011 CLP Th - 115,638,167 113,904,520 28 29,358,766 22,558,779 Adjustments for decreased (increased) inventories - (22,586,180) (32,533,170) Adjustments for decreases (increases) in commercial accounts receivable - (36,536,252) (91,048,517) Adjustments for decreases (increases) in other accounts receivable from operating activities - (60,031,564) (66,877,331) Adjustments for increases (decreases) in commercial accounts payable - 62,544,817 57,113,442 Adjustments for increases (decreases) in other accounts payable from operating activities - (3,414,417) 13,495,892 27 75,764,817 64,721,849 Adjustments for value impairment (reversals of impairment losses) recognized in the period - 1,841,399 1,476,560 Adjustments for provisions - 29,854,199 62,520,033 27 245,076 6,772,808 Adjustments for minority interests - 2,126 (706,484) Adjustments for undistributed income from subsidiaries - - 195,679 Other adjustments items other than cash - 2,948,996 4,413,307 Adjustments for loss (income) from the disposal of non-current assets - - (18,060,785) Cash flow from (used in) operating activities Income (loss) Adjustments for income (loss) reconciliation Adjustments for income tax expenses Adjustments for depreciation and amortization expenses Adjustments for unrealized foreign currency loss (income) 23,404,887 11,926,832 Total adjustments for income (loss) reconciliation - 103,396,670 35,968,894 Net cash flows from (used in) operating activities - 219,034,837 149,873,414 14 - 30,000,000 Cash flow used to obtain control of subsidiaries and other businesses - - (12,039,524) Amounts from the sale of property, plants and equipment - 7,945,321 9,148,432 Property, plants and equipment purchased - (178,238,018) (142,538,275) Amounts from other long-term assets - 100,000 - Intangible assets purchased - (9,883,864) (6,500,695) Charges to related entities - - 337,596 Cash flows from (used in) investment activities - (180,076,561) (121,592,466) Other adjustments so that effects on cash are cash flows from investment or financing Cash flow from (used in) investment activities Cash flow from loss of control of subsidiaries and other businesses The accompanying notes 1 to 36 are an integral part of these consolidated financial statements Walmart Chile S.A. and Subsidiaries Consolidated indirect cash flow statements For fiscal years ending 31 December 2012 and 31 December 2011 (In thousands of Chilean pesos (CLP th)) CONSOLIDATED INDIRECT CASH FLOW STATEMENT Note 12-31-2012 CLP Th 12-31-2011 CLP Th Cash flows from (used in) financing activities Short-term loan amounts - 1,320,154,376 346,488,037 Total loan amounts - 1,320,154,376 346,488,037 Dividends paid - (34,305,339) (32,954,514) Loan payment - (1,280,520,203) (340,408,747) Liability payment for financial leasing - (5,755,748) (5,581,544) Loan payment to related entities - (13,079,643) (13,120,146) Interest paid - (24,187,189) (21,295,038) FNet cash flows from (used in) financing activities - (37,693,746) (66,871,952) Net increase (decrease) in cash and cash equivalents before the effect of exchange rate variations - 1,264,530 (38,591,004) Effects of exchange rate variations on cash and cash equivalents - 48,867 12,827 Effects of exchange rate variations on cash and cash equivalents Net increase (decrease) in cash and cash equivalents - 1,313,397 (38,578,177) Cash and cash equivalents at the start of the period - 42,544,982 81,123,159 Cash and cash equivalents at the end of the period 8 43,858,379 42,544,982 The accompanying notes 1 to 36 are an integral part of these consolidated financial statements Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 1. Reporting Entity Walmart Chile S.A., hereinafter, “Walmart Chile” or the “Corporation”, incorporated in Chile and domiciled in the city of Santiago, Chile at Avenida Presidente Eduardo Frei Montalva 8301, Quilicura. Its tax list number is N° 96.439.000-2. Walmart Chile is an open stock corporation and is registered with the Securities and Insurance Supervisor (hereinafter, “SVS”) under Number 0593. The initial public offering of its shares took place in Chile in December 1996 and its shares were listed on the Santiago Stock Exchange, the Valparaíso Stock Exchange and the Santiago Electronic Stock Exchange. As part of the consolidated group, indirect subsidiary Walmart Chile Inmobiliaria S.A. is registered with the Securities and Insurance Supervisor Securities Registry under number 0414. As part of the consolidated group, the indirect subsidiary Presto Corredores de Seguros and Gestión Financiera S.A. is registered with the Securities and Insurance Supervisor Securities Registry under number 6010. As part of the consolidated group, the indirect subsidiary Servicios y Administración de Créditos Comerciales Presto S.A. is registered under number 686 with the credit card issuers and operators maintained by the Superintendence of Banks and Financial Institutions. The Corporation is made up of a group of companies whose main lines of business focus on food distribution by means of different supermarket and hypermarket formats, providing coverage for the entire country from Arica to Punta Arenas, commercial credit management services, insurance brokerage and real estate activities involving land and commercial establishments. The Corporation’s controlling shareholder is Inversiones Australes Tres Limitada and the Corporation’s parent company is Wal–Mart Stores Inc., which holds an interest amounting to 74.65%. 2. Basis of preparation The main accounting policies used for the formulation of these consolidated financial statements are described as follows. These policies have been designed based on International Financial Reporting Standards (hereinafter IFRS) and their interpretations, issued by the International Accounting Standards Board (hereinafter “IASB”) in effect as of 31 December 2012 and 31 December 2011, considering Securities and Insurance Supervisor (hereinafter SVS) additional information requirements, which do not contradict IFRS, and which are uniformly applied to all periods presented in these financial statements. The information contained in these consolidated financial statements is the responsibility of the group’s Board of Directors, which expressly states that it is aware of the information contained in these consolidated financial statements and is responsible for the information contained in these financial statements, as well as the application of the principles and criteria included in the IFRS and standards issued by the SVS. These financial statements were approved by the Board of Directors 27 March 2013. 2.1 Consolidated financial statements These consolidated financial statements for Walmart Chile S.A. and its subsidiaries for the fiscal year ending 31 December 2012 have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations in effect as of 31 December 2012 and considering Securities and Insurance Supervisor (SVS) additional information requirements, which do not contradict IFRS. 2.2 Basis of measurement These consolidated financial statements have been prepared in accordance with the historical cost principle, except for the valuation of certain financial assets and liabilities (including derivative financial instruments) that are valued at fair value. (See note on financial instruments). Preparation of these consolidated financial statements in accordance with IFRS requires the use of certain critical accounting calculations. It also requires the Administration to exercise judgment in the process of applying the Corporation’s accounting policies. In the note on managing estimates and critical judgment or criteria, we have included information about areas that require a greater degree of judgment or complexity, or areas where the hypotheses and estimates are significant for the consolidated financial statements. The consolidated financial statements are presented using income statements by function and the consolidated indirect cash flow statement. Some comparative financial statement balances from 2011 were reclassified in order to ensure these would be consistent with the 31 December 2012 financial statements. 2.3 Functional and presentation currency Consolidated financial statements are presented in Chilean pesos, which is the Corporation’s functional and presentation currency. All of the group’s corporations based in Chile and the United States have determined that 89 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 their functional currency is the Chilean peso and items included in the financial statements for each entity are measured in Chilean pesos. The functional currency of subsidiaries based in Peru is the Peruvian nuevo sol, while subsidiaries based in China use US dollars, as indicated in note 3.4. All information is presented in thousands of Chilean pesos and has been rounded to the nearest unit, unless otherwise indicated. 2.4 New standards and interpretations issued. Invalid standards and interpretations. At the date these consolidated financial statements were issued, certain amendments, improvements and interpretations have been published. These came into force during the 2012 fiscal year and have been adopted by the Corporation. These standards became mandatory as of the dates indicated below: New standards, improvements and amendments Mandatory application for financial years starting: Amendment to IFRS 1 First-time adoption 07-01-2011 Amendment to IFRS 7Financial instruments: information to be disclosed 07-01-2011 Amendment to IAS 12Income tax 01-01-2012 Amendment to IAS 1Presentation of financial statements 07-01-2012 The new standards, improvements and/or amendments are described as follows: IFRS 1 “First-time Adoption of International Financial Reporting Standards” Issued in December 2010, this discusses exemptions due to severe hyperinflation. It allows companies whose transition date comes after functional currency normalization to value assets and liabilities at fair value as attributed costs and to remove fixed date requirements. It also adjusts the fixed date included in IFRS 1 to the transition date for operations involving the reduction of financial assets and assets or liabilities to fair value for income under initial recognition. IFRS 7 “Financial Instruments: Disclosures” Issued in October 2010, this standard increases disclosure requirements for transactions involving the transfer of financial assets. No comparative information is required for the first year of application. IAS 12 “Income Taxes” Issued in December 2010, this amendment provides an exception to the general principles of IAS 12 for investment properties measured using the fair value model contained in IAS 40 “Investment property”. The exception also applies to investment property acquired in a business merger if the purchaser applies the fair value model contained in IAS 40 after the business merger. This amendment incorporates the assumption that investment properties valued at fair value are realized through sale and therefore a tax rate must be applied to temporary differences stemming from these for sales operations. Early adoption is allowed. IAS 1 “Presentation of Financial Statements” Issued in June 2011. The main change in this amendment is that Other Comprehensive Income must be classified and grouped, determining if these will be potentially reclassified for income in subsequent periods. Early adoption is allowed. In addition, at the date that these consolidated financial statements were issued, amendments, improvements and interpretations of current standards have been published. These have not entered into force and the Cor- 91 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 poration has not adopted these in advance. These will become mandatory as of the dates listed below: New standard, improvement or amendment Mandatory application for fiscal years starting: IFRS 11Joint arrangements 01-01-2013 IFRS 12Disclosure of interests in other entities 01-01-2013 IFRS 13Fair value measurement 01-01-2013 IAS 19Employee benefits 01-01-2013 IAS 28Investments in associates and joint ventures 01-01-2013 IFRIC 20Stripping costs in the production phase of a surface mine 01-01-2013 IFRS 7Financial instruments: disclosures 01-01-2013 IFRS 1First-time adoption of International Financial Reporting Standards 01-01-2013 IAS 1Presentation of financial statements 01-01-2013 IAS 16Property, plant and equipment 01-01-2013 IAS 34Interim financial reporting 01-01-2013 IAS 32Presentation of financial instruments 01-01-2013 IAS 32Financial instruments: presentation 01-01-2014 IAS 27Separate financial statements 01-01-2014 IFRS 10 01-01-2014 Consolidated financial statements IFRS 9Financial instruments The Corporation’s administration believes that none of these standards will have a significant effect on the consolidated financial statements when applied, if required. IFRS 11 “Joint arrangements” IFRS 11 replaces IAS 31 Interests in joint ventures and IAS 13 Jointly controlled entities - non-monetary contributions by venturers. IFRS 11 uses some of the same terms used in IAS 31, but with different meanings. Whereas IAS 31 identifies three types of joint ventures, IFRS 11 describes two types of joint arrangements (joint ventures and joint operations) when there is joint control. Since IFRS 11 uses the principle of control from IFRS 10 to identify control, the determination of whether there is joint control may change. In addition, IFRS 11 removes the option of using proportionate consolidation to account for jointly controlled entities (JCEs). Instead, JECs that meet the definition of joint ventures must be accounted for using the equity method. For joint operations, which include jointly controlled assets, former jointly controlled operations and initial jointly controlled operations (JCEs), an entity must declare its existing assets, liabilities, revenue and expenses. The issuing of IFRS 11 changed IAS 28 to a limited extent regarding issues related to asso- 01-01-2015 ciated entities and control entities available for the sale and changes of interests remaining in associated entities and jointly controlled entities, which must be disclosed in that event. IFRS 12 “Disclosure of interests in other entities” IFRS 12 includes all disclosures previously described in IAS 27 related to consolidation and also disclosures previously included in IAS 31 and IAS 28. These disclosures are referred to in interests related to an entity, joint arrangements and structured entities and associates. A number of new disclosures are also required, which must be disclosed in that event. IFRS 13 “Fair value measurement” IFRS 13 establishes standard guidelines as to how to measure fair value, when this is required or allowed by IFRS. This does not change when an entity is required to use fair value. The standard changes the definition of fair value - Fair value: The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (a starting price). In addition, this standard Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 incorporates new disclosures, which must be disclosed in that event. IAS 19 “Employee benefits” On 16 June 2011 the IASB published amendments to IAS 19, Employee Benefits, which changed accounting requirements for set benefit plans and termination benefits. These amendments required recognition of changes in obligations for specified benefits and in plan assets when these take place, eliminating the broker focus and accelerating the recognition of past services. Changes in the obligatory nature of specified benefits and plan assets are broken down into three components: service costs, net interest over net liabilities (assets) for specified benefits and net liability (asset) remediation for specified benefits. Net interest is calculated using a return rate for high quality corporate bonds. This could be less than the rate currently used to calculate expected return over plan assets, leading to lower profits during the fiscal year. These amendments are applicable to annual periods starting on or after 1 January 2013 and early application is allowed. Retrospective application is required with certain exceptions, which must be disclosed in that event. IAS 28 “Investments in associates and joint ventures” Issued in May 2011, IAS 28 Investments in associates and joint ventures determines accounting requirements for investments in associates and establishes requirements for application of the interest method when accounting for investments in associates and joint ventures, which must be disclosed in that event. IFRIC 20 “Stripping costs in the production phase of a surface mine” Issued in October 2011, this standard regulates stripping costs in the production phase of a mine as an asset, as well as initial and subsequent measurement of this asset. In addition, the interpretation requires mining entities that present financial statements in accordance with IFRS to punish existing stripping costs assets against accumulated profits when these cannot be attributed to an identifiable component of a deposit, which must be disclosed in that event. IFRS 7 “Financial instruments: disclosures” An amendment to IFRS 7 was issued in December 2011. This amendment requires entities to disclose the effects or possible effects of financial instrument compensation agreements on the entity’s financial position in financial information. This standard is applicable starting 1 January 2013, which must be disclosed in that event. IFRS 1 “First-time adoption of International Financial Reporting Standards” Issued in March 2012. This provides an exception with retroactive application to the recognition and measurement of loans received from the Government at the transaction date. Early adoption is allowed, which must be disclosed in that event. IAS 1 Presentation of financial statements “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraphs 10, 38 and 41, eliminated paragraphs 39-40 and added paragraphs 38A-38D and 40A-40D, which clarify the difference between voluntary additional comparative information and the minimum comparative information required. The minimum comparative period generally required is the former period. An entity is required to include comparative information in notes related to the financial statements when this entity voluntarily provides comparative information beyond the minimum comparative period required. The additional comparative period does not need to contain a complete set of financial statements. In addition, initial balance sheet amounts (known as the third balance) must be presented under the following circumstances: when an entity changes its accounting policies; makes retroactive restatements or reclassifications, and this is the change that exerts a material effect on the balance sheets. The initial amount stated in the balance sheets would be at the start of the former period. However, in contrast with voluntary comparative information, related notes do not have to be included in the third balance. Entities will be required to apply this amendment retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting 1 January 2013. Early application is allowed, which must be disclosed in that event. IAS 16 “Property, plant and equipment” “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraph 8. This amendment clarifies that replacement parts and auxiliary equipment that comply with the definition of property, plant and equipment are not inventory. Entities will be required to apply this amendment retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting 1 January 2013. Early application is allowed, which must be disclosed in that event. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 IAS 34 “Interim financial information” “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraph 16A. This amendment clarifies requirements in IAS 34 related to information held by operating segments regarding total assets and liabilities for each of the operating segments in order to improve coherence with the requirements of IFRS 8 Operating Segments. The amended paragraph 16A establishes that the total assets and liabilities for a specific operating segment shall only be disclosed when the amounts are regularly measured by senior management and when there is a material change in how information disclosed in the former financial statements is compared for this operating segment. Entities will be required to apply this amendment retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting 1 January 2013. Early application is allowed, which must be disclosed in that event. IAS 32 “Financial instruments: presentation” “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraphs 35, 37 and 39 and added paragraph 35A, indicating that tax for income shared with an entity’s shareholders is to be accounted for in accordance with IAS 12 Income taxes. This amendment eliminated the existing income tax requirements in IAS 32 and requires entities to apply IAS 12 requirements to any tax for income distributed to an entity’s shareholders. An entity will apply these amendments retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting as of 1 January 2013. Early application is allowed, which must be disclosed in that event. Amendments to IAS 32 issued in December 2011 are designed to clear up differences regarding the relative application of compensation and to reduce the level of diversity in current practices. This standard is applicable as of 1 January 2014 and early adoption is allowed. IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, IAS 27 “Separate Financial Statements” Amendments made to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Participation in Other Entities and IAS 27 Separate Financial Statements stem from the Exposure Draft on Investment Entities published in August 2011. These amendments define investment entities and introduce an exception for consolidating certain subsidiaries belonging to investment entities. These amendments require investment entities to assess these subsidiaries at fair value with changes made to income statements in accordance with IFRS 9 Financial Instruments in their separate consolidated financial statements. These amendments also introduce new disclosure requirements regarding investment entities in IFRS 12 and in IAS 27. Entities are required to apply amendments to annual periods starting 1 January 2014, which is to be disclosed in this case. Early application is allowed. IFRS 9 “Financial Instruments” This standard introduces new requirements for the classification and measurement of financial assets, allowing early application. It requires all financial assets to be fully classified based on the entity’s business model for managing financial assets and contractual cash flow characteristics of financial assets. Financial assets under this standard are measured at either amortized cost or fair value. Only financial assets classified as having been measured at amortized cost shall be tested for depreciation. Their application is effective for annual periods starting on or after 1 January 2015, which is to be disclosed in this case. Early adoption is allowed. 3. Significant accounting policies The accounting policies established hereinafter have been consistently applied to the consolidated financial statements and have been consistently applied to all of the group’s companies. 3.1 Basis of consolidation 3.1.1 Subsidiaries Subsidiaries are defined as all entities that the Walmart Chile Group controls. When determining whether the company controls another entity, the existence and effect of potential voting rights that are actually exercisable or convertible are taken into consideration. Subsidiaries are consolidated as of the date when control is transferred and they are excluded from consolidation at the time such control terminates. The acquisition method is used to account for the acquisition of subsidiaries. Acquisition cost is the reasonable value of assets delivered, equity instruments issued and liabilities incurred or assumed the date of the transaction. Identifiable assets acquired and the identifiable liabilities and contingencies assumed in a business merger are initially valued at their fair value at the date of acquisition, regardless the extent of minority interests. Acquisition 93 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 cost in excess of the company’s fair value in the share of identifiable net assets required is recognized as purchased goodwill. If the acquisition cost is lower than the fair value of the acquired subsidiary’s net assets, the difference is directly recognized in the income statement. Consolidation eliminates inter-company transaction balances, as well as unrealized expenses and income for transactions between consolidated entities. Losses stemming from a transaction between consolidated entities are also eliminated, unless the transaction provides evidence of loss due to depreciation of the transferred asset. Accounting policies of subsidiaries are modified when necessary in order to ensure uniformity with policies adopted by Walmart Chile Group. The Corporation does not own any special purpose entities. The direct, first-line subsidiaries included in the consolidation and related subsidiaries from the different business segments are listed as follows: Tax list Corporation Name number Stake (%) 12-31-2012 12-31-2011 Direct IndirectTotal Total 76.724.050-3Inversiones Walmart Chile Ltda. (*) 99.9999 0.0001 100 100 76.023.836-8Inversiones Internacionales D&S Ltda. and subsidiaries 99.999 0.001 100 100 100 - 100 100 96.829.710-4Walmart Chile Comercial S.A. and subsidiaries (**) - 100 100 100 95.723.000-8Walmart Chile Servicios Financieros Ltda. and subsidiaries (***)(*****) - 100 100 100 96.519.000-7Walmart Chile Inmobiliaria S.A. and subsidiary (****) - E-0Inversiones Pacifico LLC All entities currently controlled have been included in the consolidation. Las Sociedades afiliadas directas de primera línea incluidas en la consolidación y las afiliadas matrices de los distintos segmentos de negocio, son las siguientes: Todas las entidades sobre las cuales se tiene control han sido incluidas en la consolidación. (*) By means of public deed dated 20 May 2011 the corporation Inversiones D&S Chile Ltda. changed its firm name to Inversiones Walmart Chile Ltda. (**) The corporation Comercial D&S S.A. changed its firm name to Walmart Chile Comercial S.A. 1 July 2011. This change was agreed to at a special shareholders meeting held 29 April 2011. (***) The corporation Servicios Financieros D&S S.A. changed its firm name to Walmart Chile Servicios Financieros S.A. 1 July 2011. This change was agreed at a special shareholders meeting held 28 April 2011. (****) The corporation S.A. Inmobiliaria, Sitios y Establecimientos Comerciales changed its firm name to Walmart Chile Inmobiliaria S.A. 1 July 2011. This change was agreed at a special shareholders meeting held 27 April 2011. (*****) The Corporation Walmart Chile Servicios Financie- 99.9963 99.9963 99.9963 ros S.A. changed its firm name to Walmart Chile Servicios Financieros Ltda. This change was agreed at a special shareholders meeting held 31 August 2012. The subsidiary Inversiones Walmart Chile Ltda. purchased the remaining 50% stake in the subsidiary companies Alimentos y Servicios S.A. and Inversiones Solpacific S.A. 15 July 2011. These corporations are therefore presented as consolidated in these financial statements. A reorganization process for the retail segment corporations was completed in 2011. This process meant the merger of all corporations operating under the supermarket and hypermarket formats into two new legal entities that currently operate under these formats. This process simplified the Walmart Chile S.A. corporate structure in order to support the company’s growth, make the taxation process more efficient and provide flexibility for future needs in the business. As part of this process, two new corporations called Inversiones Pacifico LLC and Walmart Chile Comercial LLC were created. These respectively purchased a minority stake in Inversiones Walmart Chile Ltda. and Walmart Chile Comercial S.A. The company completed a corporate reorganization process for the financial segment in 2012. This process divided Sociedad Administradora de Créditos Comercial Presto Ltda. and a new corporation bearing the same name was founded. The new corporation is responsible for managing the Presto card while the former Sociedad 95 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Administradora de Créditos Comercial Presto Ltda. was renamed Inversiones Presto Tres Ltda. Its corporate purpose and firm name were subsequently modified and the company became Walmart Chile Comercial Ltda. In addition, as part of this process, the corporation Inversiones Cordilleras LLC was founded. This corporation purchased a majority stake in Inversiones Renta Presto S.A. 3.1.2 Transactions and uncontrolled interests The Walmart Chile Group applies the policy of treating transactions with uncontrolled interests as if these were transactions with Group shareholders. In the case of purchasing non-controlling interests, the difference between any compensation paid and the corresponding share in the book value of net assets purchased from the subsidiary are recognized in equity. Income and losses due to write-offs that benefit the minority share are also recognized in equity, as long as control is maintained. 3.2 Subsidiaries Subsidiaries are all of the entities that the Walmart Chile Group influences a significant influence on but does not control. This is generally accompanied by an interest amounting to between 20% and 50% of the voting shares. Investment in subsidiaries is accounted for by means of the equity method and this is initially recognized by cost. Walmart Chile Group’s investment in subsidiaries includes purchased goodwill identified in the acquisition, net of any losses due to accumulated depreciation. The Walmart Chile Group’s participation in losses or gains after the purchase of its related companies or subsidiaries is recognized in the balance sheets by function and is included in the “Participation in income (loss) of subsi- Date CLP / US$ diaries accounted for using the income equity method” line item, and its participation in equity movement after the purchase that does not include results is assigned to the corresponding equity reserves (and indicated as corresponding in the other comprehensive income statements). When the Walmart Chile Group’s participation in an associate’s losses are equivalent to or higher than its interest in the same, including any other uninsured account receivable, the Walmart Chile Group does not recognize additional losses, unless it has incurred in obligations and made payment on behalf of the associate. Unrealized gains from transactions between the Walmart Chile Group and its related companies are eliminated based on the Corporation’s interest share in these related companies. Unrealized losses are also eliminated, unless the transaction provides evidence of losses due to depreciation of the asset transferred. The accounting policies of its subsidiaries are modified when required in order to ensure uniformity with policies adopted by the Corporation. Dilution gains or losses in related companies or subsidiaries are recognized in the comprehensive income statements. There are no subsidiaries as of 31 December 2012 and 31 December 2011. 3.3 Exchange rate and indexation units Assets and liabilities held in foreign currencies and those set in unidades de fomento are presented at the following respective exchange rates and closing values: CLP / UF CLP / PEN CLP / EUR 12-31-2011 519.20 22,294.03 193.27 672.97 12-31-2012 479.96 22,840.75 188.15 634.45 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 3.4 Transactions in foreign currency Transactions in foreign currency are expressed at the exchange rate on the transaction date. Monetary assets and liabilities in foreign currencies at the balance date are expressed in Chilean pesos at the exchange rate on that date. Exchange rate differences arising from currency translation are recognized in the income statements by function. Non-monetary assets and liabilities measured at historical cost on the basis of foreign currency are translated using the exchange rate on the transaction date. Non-monetary assets and liabilities in foreign currencies and valued at their fair value are translated to Chilean pesos at the exchange rate at which said fair value was determined. The financial statements of “Inmobiliaria D&S Perú S.A.C”, “Comercial D&S Perú S.A.C” and “South Pacific Trade Ltda.” whose functional currency is the Peruvian nuevo sol (PEN) and the US dollar (US$), respectively, are converted into presentation currency as follows: ʭʭ The assets and liabilities of each financial statement presented are converted at the exchange rate at the closure of each period or fiscal year; ʭʭ Income and expenses for each income account are converted at average exchange rates (unless the average is not a reasonable approximation of the accumulative effect of exchange rates as of the transaction dates, in which case income and expenses are converted on the transaction dates); and ʭʭ All resulting exchange rate differences are recognized as a separate component of net equity, in the “Other reserves” line item. 3.5 Property, plant and equipment Property, plant and equipment is recorded at cost and presented net of their accumulated depreciation and accumulated impairment, except for land, which is not subject to depreciation. This cost includes the acquisition price and all costs directly related to the location of the asset at the place and the conditions necessary so that it can operate as planned by the Management, if this exists, as well as the initial estimate of the costs of dismantling, removing or partially removing the asset, as well as remediation of the place where it is located, for which the Corporation is responsible. Construction or works underway include, among other, the following concepts incurred during the construction period: ʭʭ Financial costs related to external financing that are directly attributable to construction. Activated financial costs are obtained by applying the weighted average cost of long-term financing associated to parent company loans to average cumulative investment susceptible to non-financed activation specifically, as indicated in IAS 23R. ʭʭ Personnel costs and other of an operating nature directly related to construction. Expansion, modernization or improvement costs that represent an increase in productivity, capacity or efficiency and therefore an extension of the useful life of goods are capitalized as greater cost of the corresponding goods. Periodic maintenance, conservation and repair costs are recorded against income as a cost for the fiscal period in which they are incurred. A property, plant and equipment element is written off at the time of its disposal or when future economic benefits are no longer expected from its use or disposal. Any profit or loss arising from this asset being written off (calculated as the difference between the net value of disposal and the asset’s book value) is included in the income statements by function in the fiscal year in which the asset is written off. Depreciation is calculated over the depreciable amount, which corresponds to the cost of an asset or another amount that substitutes for the cost, minus its residual value. Depreciation is recognized in income statements in a linear fashion over the estimated useful lives of each part of a property, plant or equipment item, since these more accurately represent the exception consumption pattern of future economic benefits related to the asset. Assets leased under financial lease contracts are depreciated over the shortest period between the lease and their useful lives, unless it is reasonably certain that the Group will acquire the property at the end of the lease period. When parts of a property, plant and equipment item have different useful lives, these are recorded as separate property, plant and equipment items (important components). Estimated useful lives for the current and comparative periods are listed as follows: ʭʭ Buildings: 50 years ʭʭ Terminations: 15 years ʭʭ Installations: 15 to 20 years ʭʭ Equipment at properties: 15 to 20 years Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 ʭʭ Exterior works: 20 years ʭʭ Vehicles: 4 years ʭʭ Machinery: 4 to 5 years ʭʭ Furniture and office supplies: 3 to 4 years Methods used to determine depreciation, useful lives and residual values are revised in each fiscal year and prospectively adjusted if necessary. When the value of an asset is higher than its estimated recoverable amount, its value immediately declines to its recoverable value through the application of depreciation tests. Losses and gains from property, plant and equipment sales are calculated by comparing income obtained to the book value and are then included in the income statements by function. 3.6 Investment property Investment property is real estate (land and buildings) held to obtain economic benefits from rental or capital appreciation. Investment property and investment property under construction are recorded at cost and presented net of their accumulated depreciation and accumulated impairment, with the exception of land, which is not subject to depreciation. Acquisition cost and all other costs associated to investment property, as well as the effects of depreciation and treatment of asset write-offs are recorded in the same way as property, plant and equipment, as indicated in foregoing point 3.5. Estimated economic useful lives for the main elements of investment property are listed as follows: ʭʭ Buildings: 50 years ʭʭ Terminations: 15 years ʭʭ Installations: 15 to 20 years cupation by an owner or if development is started with expectations to sell and the fair value as of the reclassification date becomes its cost for subsequent accounting. 3.7 Intangible assets 3.7.1 Purchased goodwill Purchased goodwill is the difference between excess acquisition cost over the fair value of Walmart Chile Group’s share in the identifiable net assets of subsidiaries or related companies at the date of acquisition. Purchased goodwill related to acquisition of subsidiaries in included in the goodwill line item. Purchased goodwill related to acquisitions of subsidiaries is included in investment in subsidiaries, accounted for using the equity method, and is subjected to impairment testing together with the total amount of associated investment. Purchased goodwill is separately subjected to impairment testing on an annual basis and is valued at cost minus accumulated losses due to depreciation. Gains and losses from the sale of an entity include the book value of purchased goodwill related to the entity sold. The cash-generating unit is defined as the smallest group of assets for which independent cash flow can be identified. In this context, the Corporation has determined that this condition is met at each individual store considered. Purchased goodwill is assigned to cash-generating units for impairment testing. This is distributed between those cash-generating units or groups of cash-generating units expected to benefit from the business merger that created the goodwill. The existence of purchased goodwill depreciation is measured on an annual basis. The greater value from acquisition of an investment or business merger is credited directly to the income statements by function. Purchased goodwill does not have a specific useful life. The residual values of assets, useful lives and depreciation methods are reviewed when preparing financial statements each year. These are adjusted if required as a change in prospective estimates. 3.7.2 Commercial rights and trademarks Commercial rights and trademarks have an indefinite useful life and are recorded at cost minus accumulated depreciation. Impairment testing is conducted annually at an individual level or at the cash-flow generating level. Transfers to investment property only occur when there is a change in use evidenced by the end of occupation by owners, the start of an operating lease to another party or the end of construction or development. Transfers from investment property only occur when there is evidence of a change in use evidenced by the start of oc- 3.7.3 Computer programs Computer software licenses acquired and developed by third parties are capitalized on the basis of costs incurred to acquire and prepare for using a specific program minus amortization and losses due to accumulated depre- 97 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 ciation. Amortization is calculated on a linear basis and its effect on income is presented in the administrative expenses line item. The estimated useful lives for the current and comparative periods range between 4 and 6 years. Expenses related to the development or maintenance of computer programs are recognized as expenses when these are incurred. 3.8 Financing costs Interest costs incurred for construction of any qualified asset classified under the property, plant and equipment line item are capitalized over the period of time required in order to complete and prepare the asset for the intended use, according to IAS 23R. Other interest costs are recorded in income (expenses). 3.9 Impairment of non-financial assets Assets with an indefinite useful life are not subject to amortization and are subjected to impairment testing on an annual basis. Assets subject to depreciation or amortization are subjected to impairment testing when some event or change in circumstances indicates that the book value may not be recoverable. The recoverable amount of an asset or cash-generating unit is the greater value between its value in use and its fair value, minus sale costs. In order to determine value in use, future estimated cash flows are deducted from its present value using a discount rate before tax that reflects current market assessment over the temporary value of money and the specific risks an asset may have. In order to assess depreciation, assets that cannot be individually tested are grouped together in the smallest asset group that generates cash inflows from continued use, which are independent of cash inflows from other assets or asset groups (the “cash generating unit”). Depending on the date when an operating segment’s value is tested for the purpose of goodwill impairment testing, the cash-generating units that have been assigned goodwill are added together so that the level impairment is tested at reflects the lowest level at which goodwill is monitored for internal reporting purposes. The Group’s corporate assets do not generate separate cash inflows. If there is any indication that a corporate asset may be impaired, the recoverable amount is determined and assigned for the cash-generating unit the corporate asset belongs to. Impairment is recognized if the book value of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statements. Impairment losses recognized in relation to cash-generating units are assigned first, in order to reduce the book value of any goodwill assigned to the units and then to reduce the book value of other assets in the unit (group of units) on a pro rata basis. Impairment loss for goodwill is not reverted. With regard to other assets, impairment losses recognized in previous periods are evaluated at least once per year in pursuit of any indication that the loss has been reduced or has disappeared. An impairment loss is reverted if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is only reverted to the extent that the book value of the asset does not exceed the book value that would have been determined, net of depreciation or amortization, if the impairment loss had not been recognized. Goodwill that is part of the book value of an investment in a related company is not recognized separately and is consequently not subjected to separate impairment tests. Instead, the total amount invested in a subsidiary is tested for impairment as a unique asset when there is objective evidence that the investment may be impaired. As indicated in the note on criteria for property, plant and equipment, when the value of an asset is greater than its estimated recoverable amount, its value is immediately reduced to the recoverable amount through recognition of impairment losses. Impairment losses amounting to CLP 1,841,399,000 were declared 31 December 2012. Property, plant and equipment impairment losses amounting to CLP 1,476,560,000 were declared 31 December 2011. 3.10 Categories of non-derivative financial instruments The Walmart Chile Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and accounts receivable, and available for sale. Classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at the time of initial recognition. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 3.10.1 Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for negotiation or designated as financial assets at fair value through profit or loss when initially recognized. A financial asset is classified in this category if it is acquired mainly for the purpose of selling the asset in the short term. Assets in this category are classified as current assets. 3.10.2 Loans and accounts receivable Loans and accounts receivable are non-derivative financial assets with fixed or ascertainable payments that are not quoted on the active market. Assets in this category are classified as current, except for those with maturities longer than 12 months from the date that the balance sheets were issued, which are classified as non-current assets. Loans and accounts receivable include trade and other accounts receivable and receivable rights. 3.10.3 Available-for-sale financial assets Available-for-sale financial assets are non-derivatives assigned to this category or which are not assigned to any of the other categories. These are included in non-current assets unless management plans to dispose of the investment within 12 months from the date the financial statements were issued. 3.10.4 Recognition and measurement of financial assets Acquisition and disposal of financial assets are recognized at the negotiation date, which is to say the date when the Walmart Chile Group commits to acquire or sell the asset. Financial assets are initially recognized at their fair value plus transaction costs, for all financial assets not charged at fair value through profit or loss. Transaction costs include fees and commissions paid to agents (including employees who act as sales agents), consultants and intermediaries, rates established by regulatory agencies and stock exchanges, as well as taxes and other duties to which the transaction is subject. Transaction costs do not include premiums or discounts for debt, financial costs, maintenance costs or internal administrative costs. Financial assets at fair value through profit or loss are initially recognized at their fair value and transaction costs are changed to income. Financial assets are written off for accounting purposes when the rights to receive cash flows from investments have expired or have been transferred and the Walmart Chile Group has substantially transferred all risk and benefits of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are recorded at their fair value (with a balancing entry in other comprehensive income and income, respectively). Loans and accounts receivable are recorded at their amortized cost according to the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial asset or liability (or a group of financial assets or liabilities) and charged to financial income or expense throughout the relevant period. The effective interest rate is a discount rate that ensures that the estimated cash flows to be received or paid over the expected lifetime of the financial instrument (or, when appropriate, over a shorter period) are the same as the net book amount of the financial asset or liability. In order to calculate the effective interest rate, an entity will estimate cash flows considering all contractual conditions for the financial instrument. Gains and losses arising from changes in the fair value of financial assets to fair value through profit or loss are included in the income statements by function for the fiscal period in which these changes in fair value are generated. Dividend income from financial assets at fair value through profit or loss and available for sale are recognized in the income statements by function in the other income line item once the Walmart Chile Group’s right to receive dividend payments has been established. 3.11 Derivative financial instruments The Walmart Chile Group uses derivative financial instruments such as interest rate swap and currency forward contracts to hedge against risks related to fluctuations in interest rates and exchange rates that affect its financial obligations to banks and related companies. These derivative financial instruments are initially recognized at fair value at the date the respective contract is signed and are measured again at fair value thereafter. Derivatives are recorded in the other financial assets line item if they have a positive value and in the other financial liabilities line item if they have a negative fair value. Any profit or loss arising from changes in the fair value 99 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 of derivatives during the fiscal year is directly recorded in the income statement by function in the income statements by function in the other income or expenses line item. These instruments were designated for negotiation at the time of issue. However, these provide hedging against financial risk. The Corporation has declared that there are no implicit derivatives in its contracts as of 31 December 2012 and 31 December 2011. 3.12 Depreciation of financial assets A financial asset that is not recorded at fair value through profit or loss is assessed at each balance date to determine if there is objective evidence of impairment. A financial asset is impaired if there is objective evidence that a loss event has occurred after initial recognition of the asset and that this loss event has had a negative effect on future cash flows of the asset that can be reliably calculated. The Group uses variables based on arrears, cash flows related to charges to customers, recoveries, customer segments, product types, the amount of loss incurred and comparisons with recognized practices in the financial market, adjusted according to current economic and credit conditions that are likely to result in real losses being greater or lower than those suggested by historical trends. An impairment loss related to a financial asset valued at amortized cost is calculated as the difference between the asset’s book value and the present value of estimated future cash flows, discounted at the effective interest rate. Losses are recognized in the income statements and are reflected in a provision account against accounts receivable (see chart on impairment of trade and other accounts receivable and unpaid with impairment, in the note on Trade and the other accounts receivable item). Interest on the impaired asset will continue to be recognized through reversal of the effective rate. When a subsequent event causes a reduction in the loss amount, this reduction is reversed in the income statements. 3.13 Inventories Inventories are valued at the acquisition cost or net realizable value as of 31 December 2011, whichever is lower. Net realizable value represents the estimated sales value of inventories during the normal course of business, minus all remaining production costs (own manufactured goods) and costs required in order to execute the sale. The costing method corresponds to the weighted ave- rage price. Stock in transit is valued at acquisition cost. Imports in transit are recorded when they are found under categories that transfer risks and benefits to the Corporation, i.e. “FOB”. Commercial discounts, other discounts and other similar items are recognized as a reduction in the sale cost of products sold or the value of stock. These agreements are part of a public document “General terms and conditions for provisioning merchandise”, which was designed to establish the terms and conditions that regulate relations between Walmart and its Suppliers. The Corporation only recognizes the benefits of these agreements with suppliers when there is evidence of the agreement, when benefit amounts can be reasonably estimated and reception is likely. The Corporation modified the method used for valuation of non-perishable inventories held at points of sale to the retail cost method as of the 2012 fiscal year. Cost was determined using the average cost or net realization value methods, whichever was lower, up until the 2011 fiscal year. The new costing method is determined by deducing the inventory sale price, a percentage of the average gross margin associated to each commercial department. The percentage applied considers the mark down of stock that has been valued below its original sale price. In order to properly record its stock, the company makes estimates for damage and obsolescence of its inventories. These estimates are based on historical experience and are reviewed at the annual closure date for the financial statements. 3.14 Trade and other accounts receivable Trade and other accounts receivable are initially recognized at their fair value (a nominal value that includes implicit interest) and subsequently at their amortized cost according to the effective interest rate method, minus any reduction for value impairment. An estimate is established for impairment losses of trade receivables when there is objective evidence that the company will not be able to collect all amounts owed in accordance with the original terms of the accounts receivable. Some indicators of possible impairment of accounts receivable are debtors› financial difficulties, the likelihood of the debtor entering into bankruptcy or financial reorganization and non-compliance or failure to make payment, as well as experience regarding the behavior and characteristics of the overall portfolio. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 In order to assess and record impairment, the portfolio is segmented by type of debtor and credit up to the levels considered appropriate. Trade receivables presently include only operations that can be classified as consumption and therefore information about these receivables only refers to this concept. Impairment estimates are based on a loss approach that aims to capture objective evidence of the impairment of operations, which enables the company to predict which future flows will not be received as agreed. Payment expectations are also considered in terms of the amount and timing and the valuation of such losses based on the difference between contractual flows and flows adjusted for impairment. The latter are updated at the effective loan interest rate. The amount associated to impairment estimation is presented net of trade and other accounts payable and its effect on income is recognized by recording it as part of administrative expenses. 3.15 Cash and cash equivalents Cash and cash equivalents include cash balances, bank and other investments in fixed income mutual fund shares in Chilean pesos that mature in less than three months and present low risk of any change in value. Any existing overdrafts are classified in the balance sheets as loans in current liabilities at amortized cost. 3.16 Share capital Share capital is represented by ordinary shares of a single class. Incremental costs directly attributable to the issuance of new shares are presented in net equity as a deduction, net of capital gain taxes resulting from the issuance of shares. According to the Corporation’s bylaws, at least 30% of annual profits must be distributed as cash dividends, unless otherwise unanimously agreed at the shareholders meeting by all shares issued. 3.17 Trade and other accounts payable Trade and other accounts payable are recognized at amortized cost, which is not different from their nominal value, since average payment time is reduced. 3.18 Loans and other financial liabilities The group initially recognizes debt instruments issued and financial liabilities on the date of their origination. All other financial liabilities (including liabilities designated at fair value through profit or loss) are initially recognized at the transaction date when the group becomes a party to the contractual provisions of the instrument. The group writes off a financial liability when its contractual obligations are settled or expire. Loans, public obligations and financial liabilities of a similar nature are initially recognized at their fair value, net of costs incurred in the transaction. These are subsequently valued at amortized cost and any difference between the funds obtained (net of the costs necessary to obtain them) and the reimbursement value is recognized in the income statement over the life of the debt according to the effective interest rate method. 3.19 Income taxes and deferred income taxes Income taxes recorded in the income statement by function for the first year includes current and deferred income taxes. Income taxes are directly recognized in the income statement by function except for those related to items that are directly recognized in equity. Current income tax is tax expected to be paid for the year, calculated using rates in effect at the date of the balance sheet and also includes any adjustment to tax to be paid for previous years. Deferred income tax is calculated considering differences between the book value of assets and liabilities reported for financial purposes and the amounts used for tax purposes. Deferred taxes are valued at tax rates expected to be applied when the temporary differences are reversed, based on laws that have been approved or are about to be approved as of the balance sheet date. Deferred tax assets and liabilities are presented in net form if there is an enforceable legal right to adjust current tax liabilities and assets for current taxes, and these are related to the income tax applied by the same tax authority to the same taxpaying entity, or to different taxpaying entities, but the current tax liabilities and assets are to be settled in net form, or its tax assets and liabilities will be realized at the same time. Deferred tax assets are recognized to the extent that there will likely be future taxable profits against which these assets could be utilized. Deferred tax assets are reduced 101 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 to the extent that the related benefit will not likely be obtained. The Corporation does not record deferred taxes for temporary differences arising between investments in subsidiaries and related companies, since the date when these will revert is monitored and these are not likely to revert in the foreseeable future. Deferred tax assets are recognized for unused tax losses, tax credits and temporary deductible differences to the extent that future taxable gains will likely exist against which these can be used. Deferred tax assets are reviewed at each balance sheet date and are reduced when it is not likely that the related tax benefits will be obtained. 3.20 Employee benefits Employee benefits are recognized when there is a current legal or construction obligation to pay the amount as the result of a service provided by the employee in the past and the obligation can be reliably estimated. 3.20.1 Employee vacations The Corporation recognizes employee vacation expenses to the extent that this right is earned. This is a shortterm obligation that is recorded at nominal value. 3.20.2 Incentives The Corporation provides an annual incentive plan for its employees for meeting goals and individual contributions to income. Incentives, which are eventually delivered, consist of a certain number or portion of monthly salaries and are recognized when they are likely to be paid and the amount can be reliably estimated. 3.21 Provisions Provisions are recognized when the group has a present (legal or constructive) obligation as a result of a past event and it is likely that a resource disbursement, including economic benefits, will be required to settle the obligation and a reliable estimate of the amount owed can be made. When the group expects part or all of the provision to be reimbursed, for example under an issuance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. Expenses related to any provision are presented in the income statement net of any reimbursement. If the effect of the value over time of the money is material, provisions are discounted using a rate that reflects, when appropriate, the specific risks of the liability. When the discount is used, the increased value of the provision owing to the passage of time is recognized as a financial cost. A provisions for onerous contracts is recognized when the economic benefits the Group anticipates from the contract are less than the inevitable costs of complying with the contract obligations. The provision is recognized at the present value of the lesser of the anticipated costs of settling the contract and the anticipated net cost of continuing with the contract. Prior to establishing a provision, the group recognizes any impairment loss of the assets associated with the contract. As of 31 December 2012 and 31 December 2011, the group has not used provisions of this kind. 3.22 Revenue from ordinary activities Ordinary revenue includes the fair value of the considerations received or to be received for the sale of goods and services in the ordinary course of the Corporation’s activities. Ordinary revenue is presented net of sales tax, returns and discounts. The Corporation recognizes revenue when the amount of the same can be reliably calculated, when future economic benefits are likely to be received by the entity and the specific conditions are met for each of the Corporation’s activities. Accurate valuation of the amount of revenue is not considered possible until all contingencies related to the sale of the good or service provision have been settled. Revenue from the sale of merchandise is recognized in the income statement when the significant risks and benefits of ownership of goods are transferred to the buyer. Revenue is not recognized if there is significant uncertainty regarding collection, associated costs, possible return of goods or continued administrative involvement in this revenue. Income from financial interest and adjustments is accrued as a function of the issuing of consumer loans based on pending capital payment, and is recognized using the effective interest rate method. The effective interest rate is the discount rate that exactly balances the cash flows to be received with the net book value of the asset. Calculation of the effective interest rate, when corresponding to commissions and other paid items such as transaction costs, is incremental and directly attributable to the transaction. The Corporation ceases to recognize financial income when recovery is considered to be highly unlikely. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 The main operations that generate financial interest income are listed as follows: ʭʭ Installment loan interest: interest agreed to at the effective date of the transaction and which is calculated by applying the rate (in basis 365) to the unpaid loan balance when the installment is invoiced. Line of credit or revolving interest: interest calculated for the revolving debt or use the customer makes of his or her line of credit. This is calculated on a daily basis or project according to a parameterized revolving rate. This interest is charged daily starting on the maturity date and up until invoicing (inclusive). On the invoicing date, interest is projected as of the date after invoicing and up until the date of maturity. Interest is projected up until the end of the month when this credit matures the next month and the second projects in from the first day of the month until the day before maturity. ʭʭ Default interest: interest calculated based on the customer’s overdue debt. This is calculated on a daily basis or project according to a parameterized default rate. This interest is charged daily starting on the maturity date and up until invoicing (inclusive). On the invoicing date, interest is projected from the day after invoicing to the date of maturity. When the loan installment matures the next month, interest is projected to the end of the month, and a second projection is made from the first day of the month until the day before maturity. Income from commissions is recognized in the consolidated income statement using different criteria, depending on the nature of these commissions. Those that correspond to a single act are recorded directly in the income statement. Those stemming from transactions or services that occur over time are accrued over the credit term. Income from the lease of investment property is recognized in the income statement using the linear method during the rental period. Other services are recognized on an accrual basis depending on the conditions established in the contracts and business agreements. Income from insurance brokerage is recognized in accordance with how the service is rendered, based on the term agreed with the insurance companies. Walmart Chile continues to operate a customer loyalty program known as “Mi Club Lider”. Each time a customer purchases an eligible product or service, whether at Walmart Chile or at a related business, he or she receives “Lider pesos,” which can be exchanged for products in the next quarter. According to IFRIC 13, each time a customer buys a product that generates “Lider pesos,” the amount received is proportionately assigned to the products purchased and these “Lider pesos” become income deferred in liabilities until they are used. The amount of the deferred income includes the estimate of the likelihood that these “Lider pesos” will be used. This is calculated based on historical statistics of unused points that have expired. The fair value of “Lider pesos” is equivalent to the same amount of pesos expressed in the Corporation’s functional currency: the Chilean peso. “Lider pesos” are used by clients as a means of payment for their purchases at the Corporation’s stores. The Corporation reports deferred income from different transactions for which it receives cash when the aforementioned conditions for reporting income have not been met, such as cash received upon issuing rental contracts. 3.23 Cost of sales Cost of sales includes the cost of purchasing products sold and other costs incurred in order to make stock available at locations and in conditions required for sale. These costs mainly include net purchasing costs for discounts obtained, non-recoverable warehousing costs and taxes, insurance and product transport to distribution centers. Cost of sales includes losses due to impairment of the loan portfolio, net of recovery and financial costs related to the financial segment. As of the 2012 fiscal year, the retail cost method is applied to the non-perishable category available for sale at stores. This is calculated by deducing the inventory sale price, a percentage of the gross margin associated to each commercial department. 3.24 Leases 3.24.1 The Group as lessee Financial leases, which transfer substantially all risks and benefits incidental to the property of a leased item to the Group, are capitalized at the start of the rental period at the fair value of the property leased or if lower, at the current value of minimum lease payments. Lease payments are distributed between financing charges and the reduction of the lease obligation to obtain a constant interest rate on the unpaid liability balance. Financial costs are charged in the income statement by function. Leases in which the lessor conserves a significant part of 103 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 the risks and benefits of asset ownership are classified as operative leases. Payments for operative leases are charged in the income statement by function on a linear basis over the lease period for the fixed party. Variable profit is recognized as expenses for the fiscal year in which the obligation was created, as are profit increases indexed to consumption variation. 3.24.2 The Group as leaser When assets are leased under a financial rental agreement, the current value of lease payments is recognized as an account receivable. The difference between the gross amount to be received and the current value of that amount is recognized as financial return on the capital. Income from financial leases is recognized in the lease period using the net investment method, which reflects a constant periodic rate of return. Assets leased to third parties under operative lease contracts are included in the property, plant and equipment item or investment property item, whichever applies. Income derived from operative leases is recognized in linear form over the rental period. 3.25 Distribution of dividends According to Article 79 of Law 18,046, public companies must distribute at least 30% of profits to their shareholders as dividends. Dividends are recognized when the payment obligation is established. Dividends to be paid to Walmart Chile S.A. shareholders are recognized as a liability in the financial statements for the period in which they are declared and approved by the Corporation’s shareholders or when the corresponding obligation is undertaken to current legal provisions or distribution agreements established by the shareholders. This liability is recorded in the other current non-financial liabilities line item and movement for the year is recorded in the consolidated statement of changes in net equity, on the dividends line. 3.26 Earnings per share Earnings per basic and diluted share are calculated by dividing profit attributable to the Corporation’s common shareholders between the weighted average number of common shares in circulation during the year, excluding, if any, common shares purchased by the Corporation and held as treasury shares. 3.27 Financial information by operating segment An operating segment is a component of the group that participates in business activities in which it may obtain income or incur expenses, including income and expenses related to transactions with other components of the Group. Information by segment is presented consistently with internal reports provided to those responsible for making relevant operating decisions. These executives are responsible for assigning resources and evaluating the performance of operating segments, which have been identified as retail, real estate and financial services, for those who make strategic decisions, as indicated in IFRS 8 “Operating segments”. Information related to the company’s operating segments is disclosed in the note on information by segment. 3.28 Other non-financial assets Advance lease payments are recorded, related to the different long-term lease operations for stores. Advance lease payments are recorded at their historical cost and are amortized over the duration of the respective contracts. 3.29 Financial income and financial costs Financial income is comprised of interest income from invested funds (including available-for-sale financial assets), dividend income, gains from the sale of availablefor-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss and gains from hedging instruments that are recorded in income. Interest income is recognized in the income statement at amortized cost using the effective interest rate method. Dividend income is recognized in the income statement at the date when the Group’s right to receive payments is established. Financial costs are composed of interest expenses for loans or financing, changes in fair value of financial assets to fair value through profit or loss and impairment loses recognized in financial assets. Loan costs that are not directly attributable to the acquisition, construction or production of a qualified asset are recognized in income using the effective interest rate method. 3.30 Environment Disbursements related to environmental protection are recorded against income as they are made. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 3.31 Contingent assets and liabilities Contingent assets are possible assets arising from past events whose existence will be only be confirmed if one or more uncertain events take place in the future and if these events are not entirely under the Corporation’s control. Contingent liabilities are possible obligations arising from past events whose existence will only be confirmed if one or more uncertain events occur and if these events are not entirely under the Corporation’s control. As of 31 December 2012 and 31 December 2011, the Corporation does not have any recorded contingent assets or liabilities. 4. Changes in accounting policy As of the 2012 fiscal year, the Corporation changed the method used for the valuation of non-perishable inventories stocked at points of sale to the retail cost method. Up until the 2011 fiscal year cost was determined using the average cost method. The new costing method is determined by deducing inventory sale price, a percentage of the average gross margin associated to each commercial department. The percentage applied considers mark down of stock that has been valued below its original sale price. This new costing method, which is accepted by IFRS, dos not substantially modify cost and this new valuation is reliable and relevant for the purpose of inventory management. This accounting change has not been retroactively applied. It was decided that it would be impracticable to determine relative amounts for the former periods presented, basically because this was based on margin estimates at the start of the application, under market conditions at that time, which are difficult to redetermine. Subsequently and given the impracticability of retroactive application, this change has been applied prospectively. 5. Risk management policy 5.1 Financial risk factors The Corporation’s activities are exposed to several types of financial risk: ʭʭ Market risk ʭʭ Liquidity risk ʭʭ Credit risk The Corporation’s global risk management program is centered on the uncertainty of financial markets and aims to minimize potential adverse effects on the Corporation’s financial returns. The company uses derivatives to hedge against certain aforementioned risks. a) Market Risk Due to the nature of its operations, the Corporation is exposed to the following types of market risk: (i) Currency exchange rate risk Foreign currency exchange rate risk is the risk that market prices will vary as a result of fluctuation in foreign currency exchange rates, thereby affecting the Group’s income or the value of the financial instruments it holds. Exchange rate risk is managed in an effort to control exposure in the face of market changes, within reasonable parameters, while simultaneously optimizing returns. The Chilean peso is the group’s functional currency. It is used for setting prices for services, composing its balance sheet and determining the effects of operations on income. As of 31 December 2012, the company does not have accounts receivable in foreign currency. The Corporation’s financial debt is denominated as follows: 62% in unidades de fomento, 29% in Chilean pesos and 9% in dollars. As of 31 December 2012, the company has US$ 89.6 million in foreign currency-denominated financial debt. As of 31 December 2012, the average annual exchange rate for the U.S. dollar came to CLP 479.96, down 8% compared to the 31 December 2011 closing rate of CLP 519.20. Given the aforementioned exchange rates, a sensitivity analysis was conducted to determine the effect of exchange rate fluctuation on the Corporation’s income. The analysis considered the portion not covered by the 105 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 natural hedge between assets and liabilities held in foreign currency and accounted for variations of ±10% in the average value of the US dollar as of 31 December 2012. As of 31 December 2012, the Corporation held financial assets in foreign currency amounting to US$ 40.4 million. Dates US$ th US$-10% CLP th 2012 Scenarios US$ Closure CLP th 12-31-2011 80,434 18,528,578 20,587,309 22,646,040 12-31-2012 3,466 268,643 298,492 328,342 Fluctuations in closing US dollar / Chilean peso exchange rate US$+10% CLP th Effect on December 2012 income CLP TH +10% (29,849) -10% 29,849 As shown in the preceding table, the sensitivity analysis suggests that the effect on the Corporation’s income could have increased (decreased) by CLP th 2,058,731 in 2012, in the face of ± 10% fluctuations in the average US dollar exchange rate as of 31 December 2012. Balance as of ASSETS Currency12-31-2012 CLP th Cash and cash equivalents Balance as of 12-31-2011 CLP th CLP 38,539,685 40,375,166 Cash and cash equivalentsUS$ 5,166,863 2,082,547 Cash and cash equivalentsPEN 131,876 68,401 Cash and cash equivalentsEUR 19,955 18,868 Other financial assets, currentUS$ 19,392,604 40,243,620 Other non-financial assets, current CLP 6,812,126 5,225,093 Trade and other current accounts receivable CLP 301,964,523 282,517,789 Accounts receivable from related entities, current CLP 1,422,399 - Inventories CLP 245,144,638 217,100,494 Current tax assets CLP 54,756,134 31,309,756 Non-current assets or groups of assets for distribution classified as held for sale CLP - 6,158,823 Current assets, total 673,350,803 625,100,557 25,473,662 25,012,096 Other non-current non-financial assets CLP Non-current rights receivable CLP 65,133,730 79,600,103 Intangible assets other than goodwill CLP 22,428,921 20,322,247 Goodwill CLP 29,523,393 29,948,810 Property, plant and equipment, net CLP 1,114,043,374 1,011,784,159 Investment property CLP 127,723,170 129,655,015 Deferred tax assets CLP 59,642,301 53,343,901 Non-current assets, total 1,443,968,551 1,349,666,331 Assets, total 2,117,319,354 1,974,766,888 107 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Balance as of LIABILITIES Currency12-31-2012 CLP TH Other current financial liabilities Balance as of 12-31-2011 CLP TH CLP 321,007,230 71,864,780 Other current financial liabilitiesUF 24,647,709 29,261,814 Other current financial liabilitiesUS$ 35,965,008 30,882,140 CLP 464,484,097 430,713,247 Trade and other accounts payableUS$ 7,052,609 10,786,997 Accounts payable to related entities, currentUF 736,080 686,944 Accounts payable to related entities, currentUS$ - 74,543 Trade and other accounts payable Other short-term provisions CLP 3,946,052 7,307,859 Current tax liabilities CLP - 26,429,789 Current employee benefit provisions CLP 28,684,557 30,326,249 Other current non-financial liabilities CLP 39,648,761 38,971,108 Current liabilities, total 926,172,103 677,305,470 CLP 19,487,728 218,914,487 Other non-current financial liabilitiesUF 113,787,845 117,710,969 Accounts payable to related entities, non-currentUF 296,495,204 289,398,245 Deferred tax liabilities CLP 37,480,529 27,271,190 Non-current employee benefit provisions CLP - 60,000 Other non-financial liabilities no currents CLP 2,954,113 3,780,245 Non-current liabilities, total 470,205,419 657,135,136 Total liabilities Other non-current financial liabilities 1,396,377,522 1,334,440,606 Issued capital CLP 457,867,231 457,867,231 Accumulated income (loss) CLP 253,425,276 172,618,711 Other reserves CLP 9,622,109 9,815,250 Net equity attributable to the controlling interest owners 720,914,616 640,301,192 CLP 27,216 25,090 Total equity 720,941,832 640,326,282 Total net equity and liabilities 2,117,319,354 ,974,766,888 Minority interests (ii) Interest rate risk The Corporation’s interest rate risk stems from its third-party debt, which includes letters of credit and an overdraft line. The Corporation’s variable income interest rate debt exposes it to cash flow interest rate risk, while its fixed interest rate exposes the Corporation to fair value interest rate risk. The Corporation’s exposure to risks associated with market interest rate fluctuations is consequently low, given that a significant percentage of its debt is struc- tured at a fixed rate, either directly or through derivative contracts. The results of a sensitivity analysis on variable rate debt net of hedging indicate that a 5% increase in the interest rate would have meant increased losses before taxes amounting to CLP th 696,450 if all other variables remained constant. The Corporation has a cross currency swap, which is used to transform debt from Chilean pesos to UF and from variable rate to fixed rate. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 (iii) Inflation risk As of 31 December 2012, the company held 62% of its financial debt in UF (61% in 2011), resulting in fluctuations in the debt’s Chilean peso-denominated value. In order to quantify the effect on the Corporation’s pre-tax income, a sensitivity analysis was performed assuming inflation amounting to 5% for next year, maintaining all other variables constant. Inflation risk is the risk that changes in market prices, resulting from a country’s domestic inflation, affect the group’s revenue or the value of the financial instruments it holds. Inflation risk is managed in an effort to control exposure in the face of inflation-related market changes, within reasonable parameters, while simultaneously optimizing returns. If the UF had increased by 5%, the effect on pretax income would be losses amounting to CLP th 20,741,407. b) Liquidity Risk Liquidity risk is defined as the Corporation’s probability of monetary loss through difficulty complying with short-term obligations and/or difficulty obtaining financing in order to continue normal operations. A time lapse between cash disbursements and receipts translates into the company’s inability to comply with the terms and conditions of contractual commitments to creditors and an inability to execute business plans. Prudent liquidity risk management implies holding sufficient cash; ensuring adequate available financing through committed loan facilities and the ability to liquidate market positions. Management monitors the Corporation’s cash position daily and continuously makes liquidity projections in order to pay, pre-pay, refinance and/or take out new loans in accordance with the Corporation’s ability to generate cash flow. The Corporation’s management presented negative working capital as of 31 December 2012 and 31 December 2011. The Corporation consequently has duly approved and renewable short-term lines of credit amounting to CLP 268.9 billion (CLP $218.0 billion in 2011), which should reasonably reduce liquidity risk. The management is currently evaluating financial debt restructuring. The following is an analysis of financial liabilities, grouped by maturity: Balance as of 31 December 2012 Nominal contractual flows OverOverOver 1 year 3 years 5 years Book Up toand up toand up toand up toOver Liabilitiesvalue 1 year 3 years 5 years 10 years 10 yearstotal CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Non-guaranteed bank loans 364,235,076 350,875,837 20,178,060 - - - 371,053,897 Public obligations (bonds) 107,442,269 23,046,077 12,533,693 12,384,821 32,128,912 71,113,515 151,207,018 Financial lease obligations 33,416,545 8,510,733 15,349,237 3,315,733 6,746,464 8,800,137 42,722,304 Accounts payable to related companies 297,231,284 12,793,768 25,587,536 25,622,587 322,117,791 - 386,121,682 Trade and other accounts payable 471,536,706 471,536,706 - - - - 471,536,706 1,273,861,880 866,763,121 73,648,526 41,323,141 360,993,167 9,801,630 5,824,560 3,474,642 - - - 9,299,202 1,283,663,510 872,587,681 77,123,168 41,323,141 360,993,167 79,913,652 1,431,940,809 Subtotal Derivative instruments Total 79,913,652 1,422,641,607 109 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Balance as of 31 December 2011 Nominal contractual flows OverOverOver 1 year 3 years 5 years Book Up toand up toand up toand up toOver Liabilitiesvalue 1 year 3 years 5 years 10 years 10 yearstotal CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Non-guaranteed bank loans 313,698.728 103,241,824 199,800,266 - - - 303,042,090 Public obligations (bonds) 106,798.457 6,778,121 28,683,939 12,088,376 30,220,558 76,594,828 154,365,822 Financial lease obligations 33,774.813 9,499,964 12,544,366 8,351,750 9,764,027 12,424,671 52,584,778 Accounts payable to related companies 290,159.732 13,232,715 26,393,120 26,429,275 329,024,080 - 395,079,190 Trade and other accounts payable 442,301.491 441,500,244 - - - - 441,500,244 1,186,733.221 574,252,868 267,421,691 46,869,401 369,008,665 2,024,666 21,578,328 - - - 23,602,994 1,201,095.413 576,277,534 289,000,019 46,869,401 369,008,665 89,019,499 1,370,175,118 Subtotal Derivative instruments Total 14,362.192 c) Credit risk Definition of credit risk Credit risk is the Group’s risk of financial loss if a customer or counterpart in a financial instrument does not fulfill contractual obligations. This default or non-recoverability primarily stems from loans and advances to customers through credit card operations. Business characteristics The activities and business the institution engages in are limited to those approved by the Board of Directors and the Walmart Chile Servicios Financieros Ltda. Risk Committee. According to the guidelines of Walmart Chile Servicios Financieros S.A., a Walmart Chile subsidiary, the main objective of the financial business is to create and develop a retail consumer bank, targeting all income segments. In its initial borrowing stage, the bank is tied to Walmart Chile’s commercial business. Other businesses are concurrently developed, adding value to the market in hopes that these will be valued by customers and support a stable growth strategy that will produce returns expected by the shareholders. The Corporation’s credit portfolio is quite fragmented, without individual debtors owing large amounts and this substantially mitigates credit risk. Walmart Chile Servicios Financieros Ltda. offers value to customers from its different supermarket formats, providing a payment and financing method by means of its Presto card that encourages customer loyalty and provides additional financial options for purchases. The Presto card value offer is complemented by the additional option of using the card as a payment and/ 89,019,499 1,346,572,124 or financing method at associated businesses, which include service stations, pharmacies and retail establishments. In addition, Walmart Chile Servicios Financieros Ltda. complements its range of products with a series of financial products and services that include general and life insurance, travel and payment of services, among other, which support the one-stop shopping concept. Operating a widely available credit requires loan and collection processes to be highly standardized and automated from the very beginning of credit operations. Walmart Chile has placed paramount importance on guidelines established by the Risk Committee, separation of functions, credit policies constantly tested for loss rates, adaptation to economic cycles and the use of platforms and scoring models throughout each phase of the credit process, all of which take into account the different segments in which the business operates. Credit risk management The Risk Committee is Walmart Chile Servicios Financieros Ltda.’s highest authority in matters of credit risk management. The Committee has delegated execution of credit risk management policy to the Risk and Collection Division, which reports directly to General Management. Risk policies are ratified by the Corporation’s Board of Directors. The Risk and Collection Division is absolutely independent of Walmart Chile’s commercial areas: financing and retail. Execution of the credit model is decentralized. The operations and general audit areas are responsible for balancing interests in the credit approval processes Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 conducted at Presto branches. However, general credit policy decisions are made centrally by the Risk and Collection Division and executed via the general credit platform. Stages in the credit risk management process The loan origination and collection process Obtaining, certifying and validating customer information according to evaluation guidelines, and consequently approving sale of the products, is of the utmost importance during the loan origination and collection process. No large-scale risk approval system can be successful if customer information is not properly entered into the evaluation and control systems, or if customer information entered is not accurate and complete. The Presto evaluation model is based on strict compliance with credit policy, a scoring system and minimum approval score, which takes into account the maximum acceptable loss rate for the business. The cut-off score is established by the Risk Committee. The process is based on use of an automated evaluation system, which contains the scheduling of authorized credit policies. The system accepts or rejects applicants and establishes a credit limit and corresponding lines of credit. The face-to-face evaluation process begins when an applicant provides his or her information. The sales executive then analyzes the information, verifies that the information is accurate and then enters this information into the credit evaluation system. All information provided by the applicant and entered into the system is subject to audit and verification of compliance with all of the policies, procedures, manuals, work instructions, informational bulletins and memos related to opening accounts. The branch is responsible for ensuring correct entry of information and compliance with the Corporation’s standards. Determining an applicant’s credit limit is as crucial as the rest of the variables to be considered in the credit evaluation process. Since it is so important, the company has established a policy for calculating credit limits that takes into consideration acceptable maximum limits, according to the commitment levels that can be established for each customer. The process begins by establishing the amount of income to be considered as a basis. Monthly payment capacity is then estimated and the amount of credit to be extended is determined. Credit limits are established considering two types of analysis: maximum financial burden and maximum times monthly income. The former represents monthly financial burden while the latter considers the applicant’s total borrowing or leverage. Each analysis is conducted as a function of the customer’s income and risk level at the time of evaluation. Together, the concepts of maximum financial burden and maximum times monthly income produce an amount-term ratio that is instrumental in the credit approval process. The Corporation manages account origination, account maintenance, credit limit upgrades, blocks, product upgrades, etc., using technological platforms provided by suppliers such as Experian (UK) and Fair Isaac (USA). Finally, the Corporation has recently created a collection subsidiary, Servicios y Cobranzas Ltda. (Seyco), which manages all stages of the collection cycle, including early default, late default and write-off recovery. Seyco outsources some collection functions at certain stages of the cycle. This is done in line with ongoing maintenance and efforts to meet benchmarks, in order to maximize all recovery and efficiency indicators for all processes. Credit risk analysis Given the nature of the Corporation’s loans, risk assessment in order to determine losses incurred for the portfolio is conducted using group evaluation models. The first criterion for portfolio segmentation is adequate identification of the renegotiated portfolio. Additional segmentation criteria are also used to identify and directly monitor specific customer groups within normal and renegotiated portfolios, according to profiles, risk levels and characteristics of operations. Variables used to develop models and calculate provisions include: (a) attributes and characteristics of different customer groups; (b) internal behavior variables, especially, credit operation default and debtor payment behavior; (c) customers’ external behavior variables; (d) renegotiation or payment arrangements with debtors. Credit risk is managed by groups of customers. The objective is to continuously evaluate the entire loan portfolio, so as to make the necessary provisions in a timely manner and ensure that provisions are sufficient for covering losses in the event that loans are not recovered. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 tional card holders, and charged to the account holder’s line of credit when the line of credit has sufficient available funds and the account has not been blocked for any reason, for example, due to default. Given the nature of the portfolio, a group evaluation model is applied. This is because: ʭʭ Credit is granted to individuals. ʭʭ There is a high volume of credit operations. ʭʭ Credit limits authorized for each customer are low. Presto has determined that an account owner’s initial line of credit, against which purchases are charged, shall be determined based on the customer’s risk profile and income. This credit limit is reported in the customer’s monthly account statement and may change depending on his or her internal and external payment behavior, as long as this remains within the credit limits reported to the customer when the credit card was approved. The entire portfolio can be modeled around homogenous customer characteristics, which allows the company to identify segments with varying probabilities of loss. Risk measurement includes indicators such as: 30 days overdue, 60 days overdue, 90 days overdue, annual write-off rate, payments and percentage of portfolio that is renegotiated. Methodologies used include: backtesting, vintage, provision coverage and monitoring the minimum cut-off scores for customer approval. For assessment and recognition of impairment, the portfolio is segmented by type of debtor and loan until appropriate levels are reached. Presto credit card users may make purchases using their authorized line of credit at any of Presto’s associated businesses, which include entities related and unrelated to Walmart Chile Servicios Financieros. The range of terms for credit card purchases is 1 to 36 months and the average is 2.5 months. ʭʭ The methodology applied includes risk profiles, so that individual provisions reflect the reference group’s risk. Therefore, provisions are calculated monthly and each group profile is used to determine the change in customers therein. Presto has determined that cash advances are cash withdrawals against the line of credit, available for a percentage of the line of credit authorized for the account owner. The percentage available for cash advances is determined according to the customer profile. Losses are measured in the following portfolio accounts: provisions, write-offs and recoveries. The loss ratio is determined as the quotient between the aforementioned accounts and the amount loaned or sold in each instance. Cash advances can be withdrawn from Presto-affiliated ATMs and at Lider, Lider Express and Ekono supermarkets. Terms for cash advances range from 1 to 24 months and the average is 11 months. The model considers the following information: ʭʭ Normal portfolio: cash-price installments, credit installments, revolving debt and cash advances. ʭʭ Renegotiated portfolio: the number of renegotiations and historical record of the original product. ʭʭ Presto determines minimum payment in each billing period as a function of the operations and transactions realized by the cardholder(s). This amount may include all or a percentage of the transactions plus the sum of amounts owed from prior transactions. Products Purchases Presto has determined that purchases may be made by Presto credit card users, account holders or addi- Minimum payment Presto has determined that minimum payment is the minimum amount established for each billing period. The credit card statement informs the cardholder of the minimum payment due, which must be paid on or before the due date stated therein. Credit policies, average terms and ranges of terms Current credit policies for the subsidiary Walmart Chile Servicios Financieros Ltda., hereinafter “Presto”, as well as average terms and ranges of terms for renegotiations, refinancing, provisions and write-offs are listed as follows: ʭʭ Cash advances ʭʭ Associated businesses Presto has fixed fees charged to associated businesses for accepting the Presto card (commission or 111 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 ʭʭ merchant discount) as a percentage of each transaction performed using a Presto card at the associated business. The minimum term between refinancing is established based on the customer’s risk profile. Consecutive refinancing is not permitted. The range of terms and average terms for credit purchases from associated businesses are noted in the preceding Purchases section. Provisions Given the nature of Presto loans, risk assessment to determine the provision for bad debt is conducted via group evaluation models. Consequently, Presto’s portfolio is separated into two segments: normal portfolio and renegotiated portfolio. “Súper avance” According to the provisions of Walmart Chile Servicios Financieros Ltda., Presto has determined that customers with better risk profiles may be granted access to installment loans associated to the credit card. The corresponding cash amounts can be withdrawn at Presto-affiliated ATMs and at Lider, Lider Express and Ekono supermarkets. Access to Súper Avance is subject to Presto card account holder credit evaluation and is established according to the customer’s profile. Súper Avance is available for a pre-determined term. The range of terms for Súper Avances is 12 to 60 months and the average is 39 months. The provision associated with each account is based on the time in arrears, the portfolio segment and other variables. Presto has separate provision matrices for the normal and renegotiated portfolio segments. Write-offs Presto has determined that debt balances for debtors with payment past-due for over 180 days are written off. Collection channels established by Presto are responsible for collecting on the written-off portfolio. Debtors may negotiate payment agreements or pay the entire written-off debt. All written-off accounts are recorded in memorandum accounts. Income is recognized only when payments are received. Renegotiation Presto has determined that customers who are between 30 and 180 days in arrears may renegotiate their total debt. Information about types of portfolios and subcategories The Presto portfolio is classified into renegotiated and non-renegotiated categories. The renegotiation policy requires an initial deposit, the amount of which depends on the amount owed and the number of days in arrears. The average initial deposit for the 2012 period came to 8.8%. The renegotiated portfolio includes accounts with at least one renegotiation agreement, according to the aforementioned renegotiation policy. To date, the maximum number of renegotiations per customer is three, with no more than two renegotiations within the last mobile 12-month period. The account is disabled while the renegotiated debt is being repaid. Depending on the customer’s reputation, risk assessment and observance of his or her renegotiated payment commitment, this Division may authorized account enablement. The range of terms is between 6 and 60 months; the average is 30 months. Refinancing Presto has determined that customers with payment that has been past-due for no more than 29 days can refinance their debt over a term of 3 to 48 months. The average is 27 months. Guarantees The credit evaluation model does not require guarantees to hedge credit risk. 5.2 Equity risk management Walmart Chile S.A.’s equity management objectives are: ʭʭ To safeguard the Corporation’s ability to continue operating. ʭʭ To earn returns for shareholders. ʭʭ To maintain an optimal equity structure and reduce its cost. The Corporation’s policy requires that a solid equity base be maintained in order to safeguard the confidence of investors, creditors and the market and to support the 113 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 company’s future development. The Board of Directors monitors return on equity, which is defined by the Group as net income divided by total shareholder equity, excluding non-redeemable preferred stock and minority interests. The Board also monitors dividends paid to ordinary shareholders. In order to maintain or adjust equity structure, the Corporation can adjust the amount of dividends payable to shareholders, reimburse shareholders equity, issue new shares, sell assets to reduce debt or postpone new investments. To date, the company must comply with certain covenants, which are discussed in the note on Contingency, Lawsuits and Other Restrictions The Corporation monitors equity using debt and equity ratios. These indicators are calculated based on the consolidated financial statements, presented according to the stipulated format and deadlines. Debt ratio (times) 12-31-2012 12-31-2011 0.71 0.73 Equity (CLP bn) 720,942 640,326 Equity (UF th) 31,564 28,722 6. Management estimations, judgments and critical criteria The preparation of financial statements in accordance with IFRS requires management to use good judgment, estimations and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. These estimations and the assumptions associated with them are based on historical experience and several other factors that are considered reasonable under the circumstances. Actual results may differ from said estimations. Estimations and the related assumptions are revised on an ongoing basis. Revisions of accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period or the revision period and future periods. The book values of the following estimations are disclosed in the corresponding notes in the financial statements. The following estimations have been made based on the best information available when the current financial statements were issued, but events may occur in the future and force these to be changed (up or down) over the coming periods. This would be done prospectively, recognizing the effects of changing estimations in the corresponding consolidated financial statements. 6.1 Estimation of irrecoverable debt in the Presto portfolio The aim of the impairment policy is to permanently evaluate the entire loan portfolio in order to constitute in a timely manner the necessary and sufficient provisions to cover the portfolio risk, in accordance with the provisions of IAS 39. Calculation is based on a focus on incurred losses that seeks to capture objective evidence of operational impairment, allowing us to prevent future flows from not being received in accordance with the agreement and considering expectations of payment, in amount as well as timing, and the valuation of said losses based on the difference between the contractual flows and those adjusted for impairment, the latter updated at the effective placement interest rate. Given the nature of Presto loans, losses incurred are estimated using group evaluation methods. Consequently, Presto’s portfolio is separated into different segments and determined based on factors depending on default category, portfolio segment and other variables. Flows are discounted according to the actual portfolio rate. Presto has separate provision matrices for renegotiated and non-renegotiated portfolio segments. 6.2 Useful life and residual value of property, plant and equipment, investment property and intangibles 6.2.1 Property, plant and equipment The valuation of investments for construction and infrastructure projects, installations, machinery and equi- Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 pment and other assets includes making estimations to determine the residual value and useful life in order to calculate the depreciation of each asset. These estimations take into consideration technology and operations factors and alternative uses of the assets. Walmart Chile S.A. revises the estimated useful life and residual value of these fixed assets at the end of each annual period or when an event occurs that indicates that said useful life or residual value is different. Management regularly reviews these assumptions and prospectively adjusts them in the event that any change is identified. Asset dismantling costs, which constitute an obligation for the Corporation, are determined by estimating the value of removing aggregate goods in order to leave goods in their original condition. 6.2.2 Intangible assets The Corporation revises the book values of its tangible and intangible assets in order to determine if there is any indication that these assets may be impaired. For the purpose of impairment evaluation, assets that do not independently generate cash are grouped together into an appropriate cash generating unit (CGU). The recoverable amount for these assets or CGUs is measured as the lesser value between their fair value (future discounted cash flow method) and their book values. There are intangible assets with undetermined useful lives that do not evidence any indication of impairment. 6.3 Recoverability of deferred taxes The Walmart Chile Group accounts for deferred tax assets in consideration of the possibility of their recovery, based on the existence of deferred tax liabilities with similar reversion periods and on the possibility of generating sufficient taxable earnings in the future. The latter is based on internal management projections made using the latest information available. Real income and flows of paid or received taxes may differ from estimations made by the Corporation as a result of future tax changes not foreseen in the estimates. 6.4 Financial leases In the process of applying accounting policies, management has had to make judgments that could have a significant effect on the amounts entered into the consolidated financial statements, in relation to determining whether operative or financial leases exist depending on the transfer of risks and benefits of the leased assets. Lease contracts are classified as financial when the contract transfers substantially all the risks and benefits inhe- rent to ownership of the asset in accordance with the IAS 17 “Leases” to the Corporation. 6.5 Provisions for litigation and legal contingencies The Walmart Chile group maintains legal proceedings for diverse reasons and it is not possible to precisely determine the economic effects these could have on the financial statements. For cases in which the Corporation’s management and legal advisors consider that favorable results will be obtained or that the results are uncertain and the cases are ongoing, no provisions have been created. For cases in which the Corporation’s management or legal advisors consider that the outcome may be unfavorable, provisions have been created for expenses depending on estimations of the probable amounts to be paid. 6.6 Building customer loyalty Walmart Chile continues to operate a customer loyalty program known as “Mi Club Lider”. Each time a customer purchases an eligible product or service, whether at Walmart Chile or at a related business, he or she receives “Lider pesos,” which can be exchanged for products in the next quarter. According to IFRIC 13, each time a customer buys a product that generates “Lider pesos,” the amount received is proportionately assigned to the products purchased and these “Lider pesos” become income deferred in liabilities until they are used. The amount of the deferred income includes the estimate of the likelihood that these “Lider pesos” will be used. This is calculated based on historical statistics of unused points that have expired. The fair value of “Lider pesos” is equivalent to the same amount of pesos expressed in the Corporation’s functional currency: the Chilean peso. “Lider pesos” are used by clients as a means of payment for their purchases at the Corporation’s stores. 6.7 Fair value of derivative instruments The fair value of derivative contracts is determined using valuation techniques that maximize the use of available market information. Valuation techniques generally used by the Corporation are: market quotations for similar instruments and/or estimation of the present value of future cash flows using future market price curves at the close of the fiscal year. 6.8 Fair value of assets and liabilities In certain cases IFRS require assets and liabilities to be registered at fair value. Fair value is the amount at which an asset can be bought or sold or the amount at which a liability can be incurred or liquidated in a current transaction between parties duly informed of the conditions Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 of mutual independence, as opposed to a forced liquidation. The measurement bases of assets and liabilities is their fair value in accordance with current prices in the asset market. If these are not available, the Corporation estimates said values based on the best information available, including the use of models and other valuation techniques. 7. Information by segment An operating segment is a component of an entity that participates in business activities from which it can receive revenue and incur expenses (including income and expenses related to transactions with other parts of the same entity), whose operational income is revised regularly by the chief executive who makes decisions for the entity with respect to resources assigned to the segment and evaluation of its performance, and for which financial information is available. Walmart Chile operations are limited to Chile and none of its customers represents accounts for more than 10% of the Corporation’s revenue. 7.1 The retail division Walmart Chile Comercial S.A. supervises all of the Corporation’s retail activities, including the operations of supermarkets under the Lider, Ekono and Super Bodega Acuenta brands. We currently operate two formats under the Lider brand, Hiper Líder and Líder Express supermarkets. We have locations from Arica to Punta Arenas, and as of December 2012 there were 327 stores, with a total CLP 2.043 trillion reported during the period analyzed. 7.2 The financial services division Walmart Chile Financial Services S.A. provides credit to consumers through the Presto card and offers several products and services that add value to our business. Presto allows clients to make purchases at all Lider for- mats and at more than 55,000 associated businesses, which makes it the largest non-banking network in the country. Presto is accepted nationwide from Arica to Punta Arenas at service points and ATMs. The financial division also provides a wide range of complementary services, such as insurance and assistance, mutual funds, cash loans and travel, among other. 7.3 The real estate division Walmart Chile Inmobiliaria S.A. manages and administers real estate property. In close relation with this business, the real estate division develops and administers supermarket, hypermarket and shopping center locations to ensure that Walmart Chile will have the best locations and real estate centers to better serve its customers throughout the country. The real estate division currently manages a portfolio of 327 supermarkets including those it owns, leases and leases under financial lease contracts to the retail division. Walmart Chile Inmobiliaria S.A. also manages 12 shopping centers (10 owned, 1 leased and 1 managed) and 1,779 stores (including supermarkets) that are distributed among the 12 shopping centers and stores included in different supermarket formats throughout the country. Walmart Chile Inmobiliaria S.A. operations span from the Parinacota Region to the Magallanes Region. Walmart Chile Inmobiliaria S.A. is one of the leading shopping center operators in Chile in the neighborhood format segment (strip centers). 7.4 Corporate Information about areas other than the business areas described above, mainly related to obtaining financing from third parties and providing support to the rest of the businesses, which is not distributed among the segments, is classified as “Other” in the note on operating segments. 115 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 As of 31 December 2012 As of 31 December 2012 Financial INCOME STATEMENT Retail Real Estate Services Corporatetotal CLP TH CLP TH CLP TH CLP TH CLP TH Revenue from ordinary activities 2,742,269,408 37,641,711 111,370,868 1,519,982 2,892,801,969 Cost of sales (2,043,053,801) - (59,639,924) - (2,102,693,725) 699,215,607 37,641,711 51,730,944 1,519,982 790,108,244 9,951,088 - 1,210,542 - 11,161,630 (31,823,514) - - - (31,823,514) (488,672,419) (10,670,603) (47,954,944) (7,769,267) (555,067,233) (25,900,481) (5,200,486) (4,935,597) (167,771) (36,204,335) 109,198 1,459,749 2,591 694 1,572,232 Gross margin Other income, by function Distribution costs Administrative expenses Other expenses, by function Other income (losses) 264,344 4,691 10,010 688,597 967,642 (1,372,021) (3,112,914) (40,529) (20,976,105) (25,501,569) (143,260) 4,073 (62,989) (42,900) (245,076) Income by readjustment units (4,189,700) (245,892) (1,485,146) (4,050,350) (9,971,088) Income (loss) before tax 157,438,842 19,880,329 (1,525,118) (30,797,120) 144,996,933 (26,175,411) (3,976,066) (613,888) 1,406,599 (29,358,766) 131,263,431 15,904,263 (2,139,006) (29,390,521) 115,638,167 131,257,432 15,905,503 (2,136,508) (29,390,521) 115,635,906 5,999 (1,240) (2,498) - 2,261 Income (loss) 131,263,431 15,904,263 (2,139,006) (29,390,521) 115,638,167 Operating income 158,546,519 22,988.552 (1,494,599) (10,509,612) 169,530,860 61,742,427 5,427.735 6,312,267 2,282,388 75,764,817 28.416.287 4,817,668 (8,227,224) 245,295,677 Financial income Financial costs Exchange rate differences Income tax expenses Income (loss) from continuous operations Income (loss), attributable to the controlling interest owners Income (loss), attributable to minority interests Depreciation and amortization Operating income plus Depreciation and amortization 220,288,946 Revenue from ordinary intercompany activities 629,487,519 93,396,991 5,932,490 102,923 728,919,923 95,789,059 4,418,883 266,506,265 384,046 367,098,253 Inventories 245,144,638 - - - 245,144,638 Property, plant and equipment 752,771,345 340,487,355 2,264,235 - 110,757,739 - 16,965,431 127,723,170 Trade and other accounts payable, current and non-current 446,230,329 14,054,783 10,821,740 429,854 471,536,706 Property, plant and equipment acquisition flows 140,828,496 37,054,114 355,408 - 178,238,018 - - - - - 1,263,591,410 493,500,740 304,597,165 55,630,039 2,117,319,354 Total liabilities 593,128,967 102,836,712 14,399,301 686,012,542 1,396,377,522 Net flow from operating activities 214,368,401 33,864,962 (1,857,617) (27,340,909) 219,034,837 Net flow from investment activities (150,712,360) (29,108,793) (355,408) 100,000 (180,076,561) 9,691,236 - - (47,384,982) (37,693,746) Trade and other accounts receivable, current and non-current Investment property Amount of subsidiary investments Total assets Net flow from financing activities 18,520,439 1,114,043,374 117 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 As of 31 December 2011 As of 31 December 2011 Financial INCOME STATEMENT Retail Real Estate Services Corporatetotal CLP TH CLP TH CLP TH CLP TH CLP TH Revenue from ordinary activities 2,438,607,826 3,026,379 2,604,483,217 Cost of sales (1,827,435,037) - 611,172,789 34,126,588 (66,747,364) - (1,894,182,401) 61,975,060 3,026,379 710,300,816 Other income, by function 12,268,544 - 82,203 22,680,097 35,030,844 Distribution costs (23,233,173) - (15,892) - (23,249,065) (436,425,651) (11,156,891) (48,958,458) (10,650,180) (507,191,180) (25,958,339) (5,552,430) (5,072,563) (298,864) (36,882,196) (10,393) (20,098) 14,826 (345,793) (361,458) Financial income 1,077,028 44,492 43,225 1,088,130 2,252,875 Financial costs (7,427,012) (4,589,833) (40,347) (8,677,145) (20,734,337) 1,500,038 - - (1,695,717) (195,679) Exchange rate differences (6,857,462) (606) (141,318) 226,578 (6,772,808) Income per indexation units (4,987,054) (270,163) (3,121,541) (7,355,755) (15,734,513) 121,119,315 12,581,059 4,765,195 (2,002,270) 136,463,299 Gross margin Administrative expenses Other expenses, by function Other income (losses) 34,126,588 128,722,424 Share of income (losses) of subsidiaries and joint ventures accounted for using the equity method Income (loss) before tax Income tax expenses (20,087,329) (2,516,212) 5,383,177 (5,338,415) (22,558,779) 101,031,986 10,064,847 10,148,372 (7,340,685) 113,904,520 101,018,703 10,065,677 10,148,086 (7,340,685) 113,891,781 13,283 (830) 286 - 12,739 Income (loss) 101,031,986 10,064,847 10,148,372 (7,340,685) 113,904,520 Operating income 127,469,299 17,126,400 4,762,317 5,586,745 154,944,761 50,663,951 5,103,214 6,512,163 2,442,521 64,721,849 178,133,250 22,229,614 11,274,480 8,029,266 219,666,610 Revenue from ordinary intercompany activities 87,348,517 82,158,650 124,624 149,122 169,780,913 Trade and other accounts receivable, current and non-current 60,726,493 2,293,934 298,606,423 491,042 362,117,892 Income (loss) from continuous operations Income (loss), attributable to controlling interest owners Income (loss), attributable to minority interests Depreciation and amortization Operating income plus depreciation and amortization Inventories 217,100,494 - - - 217,100,494 Property, plant and equipment 242,237,344 742,864,742 5,738,416 20,943,657 1,011,784,159 - 112,358,448 - 17,296,567 129,655,015 392,172,113 30,397,544 18,478,191 452,396 441,500,244 67,206,784 74,834,419 3,276,063 62,247 145,379,513 - - - - - Total assets 690,792,011 862,123,981 344,047,542 77,803,354 1,974,766,888 Total liabilities 568,349,627 148,411,336 24,025,820 593,653,823 1,334,440,606 Net flow from operating activities 115,142,359 14,687,327 2,751,769 17,291,959 149,873,414 Net flow from investment activities (70,528,645) (65,685,987) (3,276,063) 17,898,229 (121,592,466) Net flow from financing activities (20,797,292) - - (46,074,660) (66,871,952) Investment property Trade and other accounts payable, current and non-current Property, plant and equipment acquisition flows Amount of subsidiary investments Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 8. Cash and cash equivalents Composition of this item as of 31 December 2012 and 31 December 2011 is presented as follows: Types of cash and cash equivalents Balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Cash on hand 6,274,614 5,257,728 Bank balances 36,479,445 35,262,020 1,104,320 2,025,234 43,858,379 42,544,982 Short-term deposits Cash and cash equivalents Cash and cash equivalents included in the consolidated financial statements do not differ from those presented in the consolidated cash flow statements. Breakdown of this item by currency as of 31 December 2012 and 2011 is presented as follows: Cash and cash equivalents information by currency Currency Amount of cash and cash equivalents CLP Balance as of 12-31-2012 12-31-2011 CLP TH CLP TH 38,539,685 40,375,166 Amount of cash and cash equivalentsPEN 131,876 68,401 Amount of cash and cash equivalentsUS$ 5,166,863 2,082,547 Amount of cash and cash equivalentsEUR 19,955 18,868 Total cash and cash equivalents 43,858,379 42,544,982 The use of funds is administered according to our investment policy for financial resources, the main objective of which is to regulate and establish a framework for general action to invest the Corporation’s available resources in local and/or foreign currency, in order to optimize the use of cash at a minimum risk level, under criteria of security, liquidity, profitability and hedging, at market prices and without any intention to speculate, exclusively in institutions authorized and supervised by the Superintendency of Banks and Financial Institutions (SBIF) or the Securities and Insurance Supervisor (SVS) with a minimum risk classification of AA. 119 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 9. Financial instruments 9.1 Financial instruments by category Accounting policies related to financial instruments have been applied to the items detailed below: As of 31 December 2012 Financial assets Loans and at fair value Held untilaccounts Hedging through profit Assets maturity receivablederivatives or losstotal CLP TH CLP TH CLP TH CLP TH CLP TH Other financial assets - - - 19,392,604 19,392,604 Trade and other accounts receivable - 367,098,253 - - 367,098,253 Total - 367,098,253 - 19,392,604 386,490,857 Financial assets at fair value Other financial Hedging with changes Liabilitiesliabilitiesderivativesin resultstotal CLP TH CLP TH CLP TH CLP TH Other financial liabilities 505,093,890 - 9,801,630 Trade and other accounts payable 471,536,706 - 471,536,706 Accounts payable to related entities 297,231,284 - 297,231,284 1,273,861,880 - 9,801,630 Total 514,895,520 1,283,663,510 As of 31 December 2011 Financial assets Loans and at fair value Held untilaccounts Hedging through profit Assets maturity receivablederivatives or losstotal CLP TH CLP TH CLP TH CLP TH CLP TH Other financial assets - - - 40,243,620 40,243,620 Trade and other accounts receivable - 362,117,892 - - 362,117,892 Total - 362,117,892 - 40,243,620 402,361,512 Financial assets at fair value Other financial Hedging with changes Liabilitiesliabilitiesderivativesin resultstotal CLP TH CLP TH CLP TH CLP TH Other financial liabilities 454,271,998 - 14,362,192 468,634,190 Trade and other accounts payable 441,500,244 - - 441,500,244 Accounts payable to related entities 290,159,732 - - 290,159,732 1,185,931,974 - 14,362,192 1,200,294,166 Total Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 9.2 Fair value estimation As of 31 December 2012 and 31 December 2011, the Corporation held financial instruments recorded at fair value. Financial instrument categories include: ʭʭ (i) Term deposit investment (cash equivalent and other financial assets), ʭʭ (ii) Interest rate swap contracts ʭʭ (iii) Currency swap contracts The Corporation has classified the measurement of fair value using a hierarchy that reflects the level of information used for valuation. This hierarchy consists of 3 levels: (I) fair value based on quotation in active markets for a similar class of assets or liabilities, (II) fair value based on valuation techniques that use information based on the market price or market price derivatives of similar financial instruments, (III) fair value based on valuation model that do not use market information. The fair value of financial instruments traded in active markets, such as investments acquired for negotiation, is based on market quotations at the close of the financial year using the current purchase price. The fair value of financial assets not traded in active markets (derivative contracts) is determined using valuation techniques that maximize the use of available market information. The valuation techniques generally used by the Corporation are: market quotations for similar instruments and/or estimation of the present value of future cash flow using the future market price curves at the close of the fiscal year. The following table shows the classification of financial instruments at fair value as of 31 December 2012 and 31 December2011, according to the level of information used for valuation: Fair value as of Description 12-31-2012 CLP TH Level I CLP TH Measurement of fair value using values considered to be Level II Level III CLP TH CLP TH Assets Term deposits 19,392,604 - 19,392,604 - 9,801,630 - 9,801,630 - Liabilities Fair value as of Description 12-31-2011 CLP TH Level I CLP TH Measurement of fair value using values considered to be Level II Level III CLP TH CLP TH Assets Term deposits 40,243,620 - 40,243,620 - 14,362,192 - 14,362,192 - Liabilities Fair value of interest rate derivatives 121 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Furthermore, as of 31 December 2012 and 31 December 2010, the company holds financial instruments that are not recorded at fair value. In order to comply with the requirement to disclose fair values, the Corporation has valued these instruments as shown in the table below: As of 31 December 2012 As of 31 December 2011 Book Fair Book Fair Descriptionvaluevaluevaluevalue M$ CLP TH CLP TH CLP TH Cash on hand 6,274,614 6,274,614 5,257,728 5,257,728 Bank balances 36,479,445 36,479,445 35,262,020 35,262,020 Trade and other accounts receivable 367,098,253 367,098,253 362,117,892 362,117,892 Other financial liabilities 514,895,520 531,921,908 468,634,190 475,254,526 Trade and other accounts payable 471,536,706 471,536,706 441,500,244 441,500,244 Accounts payable to related companies 297,231,284 297,231,284 290,159,732 290,159,732 The book value of the current accounts payable and receivable is approximated at fair value, due to their shortterm nature. Values for cash on hand, bank balances, and term deposits are the same value. counting future contractual cash flows at the current market interest rate available for similar financial instruments. Other financial assets are valued according to market quotations at the close of the period. The fair value of financial liabilities is estimated by dis- 10. Other financial assets The breakdown for this item as of 31 December 2012 and 31 December 2011 is presented as follows: As of 31 December 2012: Original Bank Date of Maturity Currency Amount Issue Date USD$ Agreed Original Annual Amount Interest Rate CLP TH CLP TH Total as of 12-31-2012 CLP TH Banco BBVA 12-19-2012 01-02-2013US$ 5,201,517 0.770% 2,496,520 370 2,496,890 Banco BBVA 12-28-2012 01-04-2013US$ 20,000,000 0.600% 9,599,200 644 9,599,844 Banco Santander 12-28-2012 01-04-2013US$ 15,200,000 0.610% 7,295,392 478 7,295,870 19,391,112 1,492 19,392,604 Total 40,401,517 As of 31 December 2011: Original Bank Date of Maturity Currency Amount Issue Date USD$ Agreed Original Annual Amount Interest Rate CLP TH CLP TH Total as of 12-31-2011 CLP TH Banco Santander 12-20-2011 01-06-2012US$ 30,000,000 1.250% 15,576,000 3,515 15,579,515 Banco Santander 12-21-2011 01-05-2012US$ 8,000,000 1.550% 4,153,600 1,056 4,154,656 Banco Santander 12-27-2011 01-16-2012US$ 20,000,000 1.180% 10,384,000 804 10,384,804 Banco Santander 12-30-2011 01-16-2012US$ 9,000,000 1.470% 4,672,800 113 4,672,913 Banco Santander 12-30-2011 01-16-2012US$ 10,500,000 1.470% 5,451,600 132 5,451,732 Total77,500,000 40,238,000 5,620 40,243,620 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 11. Trade and other accounts receivable The breakdown for this item as of 31 December 2012 and 31 December 2011 is presented as follows: Trade and other accounts receivable, net Current balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Non-current balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Financial Debtors (Presto customer portfolio) 195,940,942 213,522,614 64,574,978 79,016,674 Financial Debtors (other Presto commercial debtors) 5,919,688 5,127,721 - 28,318 Real Estate Debtors 2,006,523 1,673,058 499,946 421,277 Retail Debtors 68,441,842 42,221,252 58,806 133,834 Other Debtors 29,655,528 19,973,144 - - 301,964,523 282,517,789 65,133,730 79,600,103 Trade and other accounts receivable, net The breakdown for gross trade and other accounts receivable as of 31 December 2012 and 31 December 2011 is presented as follows: Trade and other accounts receivable gross, gross Financial Debtors (Presto customer portfolio) Current balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Non-current balance as of 12-31-2012 12-31-2011 CLP TH CLP TH 210,178.596 233,118,628 70,897,927 88,220,826 Financial Debtors (other Presto commercial debtors) 6,149.041 5,324,734 - 28,318 Real Estate Debtors 2,952.704 2,615,108 499,946 421,277 Retail Debtors 76,648.532 46,747,637 58,806 133,834 Other Debtors 30,904.727 21,084,331 - - 326,833.600 308,890,438 71,456,679 88,804,255 Trade and other accounts receivable, gross Maturity dates for gross unmatured trade and other accounts receivable as of 31 December 2012 and 31 December 2011 are presented as follows: Trade and other accounts receivable, unmatured Maturity date within three months Balance as of 12-31-2012 12-31-2011 CLP TH CLP TH 178,121,989 169,889,632 Maturity date between three and six months 33,799,481 25,201,124 Maturity date between six and twelve months 40,740,499 26,059,910 Maturity date longer than twelve months 65,133,730 79,600,103 317,795,699 300,750,769 Total 123 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Maturity dates for gross trade receivables, matured and not impaired, as of 31 December 2012 and 31 December 2011 are presented as follows: Trade and other accounts receivable, matured and unpaid but not impaired Balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Maturity date within three months 30,596,590 51,070,871 Maturity date between three and six months 9,734,005 9,804,890 Maturity date between six and twelve months 8,971,959 491,362 - - 49,302,554 61,367,123 Maturity date longer than twelve months Total Gross trade receivables, matured and impaired as of 31 December 2012 and 31 December 2011 are presented as follows: Trade and other accounts receivable, impaired Balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Financial Debtors (Presto customer portfolio) 20,560,603 28,800,166 Financial Debtors (other Presto commercial debtors) 229,353 197,013 Real Estate Debtors 946,181 942,050 Retail Debtors 8,206,690 4,526,385 Other Debtors 1,249,199 1,111,187 31,192,026 35,576,801 Trade and other accounts receivable, impaired A breakdown for impairment of trade receivables as of 31 December 2012 and 31 December 2011 is presented as follows: and other accounts receivable provisions, matured and unpaid with impairment Balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Initial balance 35,576,801 64,558,183 Write-off of impaired financial assets for the period (59,373,795) (85,942,124) Provisions 54,989,020 56,960,742 TFinal balance 31,192,026 35,576,801 Trade Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Portfolio stratification Balances stratified by default period segment, non-renegotiated portfolio or renegotiated portfolio and number of customers as of 31 December 2012 and 31 December 2011 are presented as follows: Default period segments Number of customers Non-negotiated Number of customers Renegotiated Total in non-negotiated portfolio, in renegotiated portfolio, Portfolio, portfolio gross CLP TH portfolio gross CLP TH Gross CLP TH 12-31-2012 12-31-2011 12-31-2012 12-31-2011 12-31-2012 12-31-2011 12-31-2012 12-31-2011 12-31-2012 12-31-2011 Up to date 523,028 662,748 220,747,130 237,445,849 15,369 20,091 10,486,954 14,302,457 231,234.084 251,748,306 1 to 30 days 35,405 48,461 13,916,660 19,982,971 4,306 6,187 3,177,666 4,589,388 17,094,326 24,572,359 31 to 60 days 16,439 21,183 6,602,388 9,408,254 3,612 4,468 2,593,690 3,599,234 9,196,078 13,007,488 61 to 90 days 11,202 14,912 4,677,116 6,477,397 3,176 3,471 2,300,951 2,947,576 6,978,067 9,424,973 11,6663,871,3706,692,106 91 to 120 days 8,897 2,720 2,930 2,036,676 2,458,595 5,908,046 9,150,701 121 to 150 days 6,252 7,570 2,934,494 3,672,778 1,978 2,682 1,607,332 2,232,260 4,541,826 5,905,038 151 to 180 days 7,007 9,312 3,373,630 3,887,782 2,159 2,953 1,788,301 2,492,893 5,161,931 6,380,675 181 days or more 1,748 2,822 651,048 731,690 509 425 311,117 418,224 962,165 1,149,914 609,978 778,674 256,773,836 288,298,827 33,829 43,207 24,302,687 33,040,627 281,076,523 321,339,454 Total Provisions and write-offs associated with the portfolio Criteria used for provisions and write-offs associated with the renegotiated and non-renegotiated portfolio have not changed from the previous year and are shown in the following table: Total Balance as of 12-31-2012 CLP TH provision, non-renegotiated portfolio Total provision, renegotiated portfolio Total write-offs for period Total recoveries for period (*) Balance as of 12-31-2011 CLP TH 12,355,064 16,998,641 8,205,539 11,801,525 59,228,509 63,711,869 9,045,666 11,805,009 Additional information about the portfolio as ofas of 12-31-2012 12-31-2011 Total number of cards issued to cardholders Total number of cards with balance Average number of renegotiations (**) Total number of refinanced debtors Percentage of refinanced debtors in non-negotiated portfolio (*) This amount includes capital plus interest at the time of write-off. (**)Average number of monthly renegotiations, January to December 2012. 1,236,924 1,239,491 746,466 909,730 6,053 7,033 19,330,575 14,029,942 7.53% 4.87% 125 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Factors affecting provision for rescheduled and non-negotiated portfolios Factors affecting provisions for the renegotiated and non-negotiated portfolios corresponding to 31 December 2012 and 31 December 2011 are presented as follows: Default period segment Non-negotiated portfolio, average loss % 12-31-2012 12-31-2011 Renegotiated portfolio, average loss % 12-31-2012 12-31-2011 Up to date 0.19% 0.07% 19.03% 20.45% 1 to 30 days 9.50% 10.04% 28.50% 25.10% 31 to 60 days 22.10% 21.89% 23.89% 26.36% 61 to 90 days 37.09% 35.77% 46.30% 48.29% 91 to 120 days 55.12% 61.21% 47.90% 51.92% 121 to 150 days 67.52% 67.23% 68.84% 76.52% 151 to 180 days 78.41% 80.36% 68.58% 78.19% 181 days or more 100.00% 100.00% 100.00% 100.00% 4.81% 5.90% 33.76% 35.72% Weighted average Risk indices separated into non-negotiated, renegotiated and total portfolio and write-off index Risk indices (% of provision/portfolio) separated into non-negotiated, renegotiated and total portfolio and write-off index (% of write-off/portfolio) are presented as follows: Indices Risk index, non-negotiated portfolio Risk index, renegotiated portfolio Risk index, total portfolio Write-off index Risk index (% of provision/portfolio balance) is calculated considering total individual provisions for customers classified in the corresponding portfolio (renegotiated or non-renegotiated) divided by the balance owed. The provision factor corresponding to each customer is determined using variables of the model explained in the note on Risk Management Policy. The risk index for the total portfolio as of December 31 of the current year is lower than that of December 2011, mainly due to more regular collection management, focused on early default segments and speeding up negotiation of longer default periods. 12-31-2012 12-31-2011 4.81% 5.90% 33.76% 35.72% 7.31% 8.96% 21.07% 19.83% The write-off index (write-off/portfolio balance) is calculated considering total customer write-offs for the period divided by the total debt balance for the portfolio. The accumulated write-off index as of 31 December 2012 was up compared to December 2011, which is due to a 12.5% decline in the total portfolio amount in 2012 compared to a write-off reduction amounting to 7% during the same period. Credit quality of financial assets The greatest exposure to credit risk at the date information was presented is the fair value of each category of the aforementioned accounts receivable. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 As of 31 December 2012 As of 31 December 2011 Gross Gross Net exposure Gross Gross Net exposure exposure impaired credit risk exposure impaired credit risk by balanceexposureconcentrationsby balanceexposureconcentrations CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Trade receivables Other accounts receivable Total 367,385,552 29,942,827 337,442,725 376,610,362 34,465,614 342,144,748 30,904,727 1,249,199 29,655,528 21,084,331 1,111,187 19,973,144 398,290,279 31,192,026 367,098,253 397,694,693 35,576,801 362,117,892 The book value of trade and customer receivables in arrears, both unimpaired and impaired, represent a reasonable approximation of their fair value, since they include explicit interest for payment in arrears and consider an impairment provision where objective evidence exists that the Corporation will not be able to recover the amount owed. Maximum exposure to credit risk at the report date is the book value of each class of account receivable mentioned. The trade receivables portfolio consists of small amounts granted without guarantees to many Walmart Chile customers to finance their credit purchases in the Company’s supermarkets. The credit quality of this portfolio and the payment behavior of these debtors is suitable, and provisions have already been made for the estimated loss due to those debtors whose payment behavior deteriorated. Guarantees The Presto credit portfolio is classified as consumer credit and mainly consists of revolving loans and advances which by nature do not require guarantees to hedge credit risk in the event of impairment. Net trade and other accounts receivable Trade receivables correspond to accounts receivable from customers for loans and the provision of real estate leasing services. Other accounts receivable as of 31 December 2012 amounting to CLP th 30,776,850 include employee loans, taxes to be recovered and other minor amounts. The balance as of 31 December 2011 amounting to CLP th 19,973,144 mainly includes taxes recoverable and other minor amounts. 12. Balances and transactions with related companies 12.1 Balances and transactions with related companies Transactions between the Corporation and its affiliates are habitual operations in terms of purpose and conditions. These transactions have been eliminated in the consolidation process and are not detailed in this note. Conditions of balances and transactions with related companies: The balance payable to Walmart Store Inc. corresponds to a current account for merchandise. The long-term balance payable to Sociedad Inversiones Australes Dos Ltda., a subsidiary of Wal-Mart Stores Inc., corresponds to a loan made in December 2009, expressed in UF at a current interest rate of 4.315% per year (4.56% per year in 2011) maturing 11 December 2019. Interest is paid on this obligation every six months and the debt is not guaranteed. The long-term balance payable to Sociedad Inversiones Australes Cinco Ltda., a subsidiary of Wal-Mart Stores Inc., a subsidiary of Wal-Mart Stores Inc., corresponds to a loan made in December 2009, expressed in UF at a current interest rate of 4.315% per year (4.56% per year in 2011) maturing 11 December 2019. Interest is paid on this obligation every six months and the debt is not guaranteed. 127 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 12.1.1 Accounts receivable from related companies The breakdown for this item as of 31 December 2012 and 31 December 2011 is presented as follows: Accounts receivable from related companies TAX LIST NUMBER Company Nature of Currency relationship Balances as of Current Non-current 12-31-2012 12-31-2011 12-31-2012 12-31-2011 CLP TH CLP TH CLP TH CLP TH 0-EWal Mart Store Inc.Ultimate parent companyPeso 1,422,399 - - - Total 1,422,399 - - - 12.1.2 Accounts payable to related companies The breakdown for this item as of 31 December 2012 and 31 December 2011 is presented as follows: Accounts payable to related companies TAX LIST NUMBER Company Nature of Currency relationship 0-EWal Mart Store Inc.Ultimate parent companyUS$ Balances as of Current Non-current 12-31-2012 12-31-2011 12-31-2012 12-31-2011 CLP TH CLP TH CLP TH CLP TH - 74,543 - - 0-EInversiones Australes Cinco Ltda. Common controlUF 184,020 171,736 74,123,801 72,349,561 0-EInversiones Australes Dos Ltda. Common controlUF 552,060 515,208 222,371,403 217,048,684 736,080 761,487 296,495,204 289,398,245 Total 12.1.3 Transactions with related companies and their effects on results The amounts shown as transactions in the following table as of 31 December 2012 and 31 December 2011 correspond to commercial operations with related companies, which are executed under market conditions in terms of price and payment. Management has determined that their is no impairment in the balance of these transactions and therefore no estimates of unrecoverable debt have been made to reduce unrecoverable amounts, nor are these covered by guarantees. These have been approved by the Corporation’s Board of Directors and those amounting to over CLP 5,000,000 are disclosed. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 12-31-2012 12-31-2011 Effect on Effect on TAX LIST Country Description incomeincome NUMBER The Corporation of Nature of of Amount (charge)/ Amount (charge)/ originrelationship transaction CLP THcredit CLP THcredit 96671860-9AQUAPURO S.A. ChileRELATEDMERCHANDISE PURCHASE - - 6,210,182 - 96671860-9AQUAPURO S.A. ChileRELATEDMERCHANDISE ACCOUNT DEBTOR - 96671860-9AQUAPURO S.A. ChileRELATEDMERCHANDISE ACCOUNT CREDITOR - - 52,826 - - 226,526 - 96755580-0 WALMART CHILE ALIMENTOS Y SERVICIOS LTDA. ChileRELATEDMERCHANDISE PURCHASE - - 15,477,468 - 96755580-0 WALMART CHILE ALIMENTOS Y SERVICIOS LTDA. ChileRELATED - - 7,919,882 (6,655,363) 96755580-0 WALMART CHILE ALIMENTOS Y SERVICIOS LTDA. ChileRELATEDMERCHANDISE ACCOUNT DEBTOR - - 88,070 - 96755580-0 WALMART CHILE ALIMENTOS Y SERVICIOS LTDA. ChileRELATEDMERCHANDISE ACCOUNT CREDITOR - - 801,810 - 96695770-0 KIMBERLY CLARK CHILE S.A. ChileRELATIONSHIP WITH DIRECTORMERCHANDISE PURCHASE 26,697,929 - 21,782,985 - 96861750-8AGRICOLA Y FORESTAL ARCOIRIS S.A. Chile CONTROLLED BY SHAREHOLDERMERCHANDISE PURCHASE 484,175 - 831,667 - 76567810-2AGRICOLA ALMA LTDA. Chile CONTROLLED BY SHAREHOLDERMERCHANDISE PURCHASE 5,007,955 - 4,987,520 - - - 1,138,942 - 99520700-1AQUANATURA S.A ChileRELATEDMERCHANDISE ACCOUNT DEBTOR - - 43,799 - 99520700-1AQUANATURA S.A ChileRELATEDMERCHANDISE ACCOUNT CREDITOR - - 37,286 - ChileRELATEDLEASES 209,503 209,503 305,759 305,759 80492200-8PLAZA VITACURA S.A. ChileRELATEDLEASES 213,700 213,700 400,623 400,623 82535200-7 ChileRELATEDLEASES 299,556 299,556 434,891 434,891 3,957,428 (3,325,570) 3,926,725 (3,299,769) (42,197) 58,311 (58,311) - - 83,947 (83,947) (1.975,442) 583,509 (583,509) 99520700-1AQUANATURA S.A 81361700-5 INMOBILIARIA LOS GUINDOS S.A. INMOBILIARIA RANCAGUA S.A. 91443.000-3MARSOL CAFETERIA FOOD SERVICES ChileRELATEDMERCHANDISE PURCHASE ChileRELATEDMAINTENANCE SERVICES 78413930-1HONORATO RUSSI & CIA LTDA Chile COMMON DIRECTORS CONSULTING 42,197 0-E WAL-MART STORE INCUnited StatesULTIMATE PARENT COMPANY INTEGRATION EXPENSES 0-E WAL-MART STORE INCUnited StatesULTIMATE PARENT COMPANYEXPATRIATE EXPENSES 1,975,442 0-E WAL-MART STORE INCUnited StatesULTIMATE PARENT COMPANYMERCHANDISE ACCOUNT DEBTOR 1,422,399 - - - 0-E WAL-MART STORE INCUnited StatesULTIMATE PARENT COMPANY CREDITOR INTERGRATION EXPANSES - - 432,935 (432,935) 0-E WAL-MART STORE INCUnited StatesULTIMATE PARENT COMPANYMERCHANDISE ACCOUNT CREDITOR - - 1,063,942 - 0-E INVERSIONES AUSTRALES CINCO LTDA. Chile CONTROLLING INTEREST AND SHAREHOLDERLOAN READJUSTMENTS 4,991,865 (4,991,865) 5,990,12 (5,990,124) 0-E INVERSIONES AUSTRALES DOS LTDA. Chile CONTROLLING INTEREST AND SHAREHOLDERLOAN READJUSTMENTS 14,975,596 (14,975,596) 0-E INVERSIONES AUSTRALES TRES LTDA. Chile DIRECT PARENT COMPANY 25,598,547 - 24,588,845 - 99061000-2LIBERTY COMPAÑIA DE SEGUROS GENERALES S.A. COMMON DIRECTORS INSURANCE 888,961 (747,026) 340,786 (286,375) Chile DIVIDENDS 17,970,373 (17,970,373) 129 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Key personnel 12.1.4 Director salaries The following amounts were paid to directors for the periods ending 31 December 2012 and 31 December 2011: 12-31-2012 12-31-2011 Board Board Boardcommittee Share in Boardcommittee Share in Name Positionstipendstipendprofitsstipendstipendprofits CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Felipe Ibáñez Chairman 175,885 - - 141,494 - - - - - - - - Nicolás IbáñezDirector 72,066 - 75,339 - - - José Luis Rodriguez (***)Director - - - - - - José María EyzaguirreDirector 71,658 - - 69,310 - - Alberto EguigurenDirector 71,724 95,361 - 64,127 85,260 - Jorge Gutiérrez PubillDirector 71,669 - - 66,324 - - Christian Philippe SchraderDirector - - - - - - Clarie Babineaux-FontenotDirector - - - - - - Wyman Atwell (*)Director - - - - - - José María Urquiza (**)Director - - - - - - 463,002 95,361 - 85,260 - Eduardo SolórzanoVice Chairman Total 416,594 (*) Director of the Corporation until January 2011 (**) Appointed director of the Corporation 01 August 2011 (***) Director until 31 August 2011. Directors who are part of Walmart’s management do not receive stipends for serving on the boards of related companies. The following table presents compensation paid by subsidiaries during the financial years ending 31 December 2012 and 31 December 2011 in stipends to the directors of Walmart Chile who are also directors of the Corporation’s subsidiaries: Name Stipend as of 12-31-2012 CLP TH Stipend as of 12-31-2011 CLP TH Alberto Eguiguren 54,336 48,581 Jorge Gutiérrez Pubill 54,283 52,518 12.1.5 Management team salaries As of 31 December 2012, the total amount of salaries and other payment made to members of the management and executive teams came to a total CLP th 29,989,973 (CLP th 26,783,863 as of 31 December 2011). The Walmart Chile Group has established an incentive plan for its executives, based on meeting objectives related to their contribution to the Corporation’s results. These incentives are structured within a minimum and maximum gross salary range and are paid once per year. In addition, the Corporation has a long-term incentive plan for its executive based meeting objectives related to the company’s results. This incentive is structured as a percentage of base salary and are paid upon maturity once every three years. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 13. Inventories The breakdown for this item as of 31 December 2012 and 31 December 2011 is presented as follows: Type of inventory Balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Products for sale 211,837,259 193,220,249 Imports in transit 29,091,352 22,314,301 Materials 5,272,269 2,904,807 Provision for obsolescence (1,056,242) (1,338,863) 245,144,638 217,100,494 Total 14. Investments in related companies accounted for using the equity method 14.1 Item breakdown as of 31 December 2012 The Corporation does not report related companies as of 31 December 2012. 14.2 Item breakdown as of 31 December 2011 Country Percentage Balance Share Other Balance Investments of Functional of voting as ofin income Conversion increase as of in subsidiaries origincurrency Sharepower 01-01-2011 (loss)difference (decrease) 12-31-2011 % % CLP TH CLP TH CLP TH CLP TH CLP TH Alimentos y Servicios S.A. Chile Chilean peso 100.00 100.00 3,706,271 177,061 - (3,883,332) - Solpacific S.A. Chile Chilean peso 100.00 100.00 - (372,740) - 372,740 - Alvi Supermercado Mayorista S.A. Chile Chilean peso - - - - (11,726,820) - (15,237,412) - 11,726,820 TOTAL 15,433,091 (195,679) - Alvi Supermercados Mayoristas S.A. was sold to SMU S.A. 19 January 2011 for CLP 30.0 billion. The effect on income is presented in the other revenue by function item. The subsidiary Inversiones Walmart Chile Limitada purchased the remaining 50% of the shares in the related companies Alimentos y Servicios S.A. and Inversiones Solpacific S.A. 15 July 2011. This operation gave the subsidiary control of these companies with a 100% stake, as the other 50% was already owned by other subsidiaries and these companies are starting to be consolidated. See note on business mergers. 131 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 14.3 Summarized information on investments in related companies accounted for using the equity method As of 31 December 2012 The Corporation has not reported any subsidiaries accounted for using the equity method as of 31 December 2012. As of 31 December 2011 31 December 2011 Cash Net Inverstments %and cash Current Non-current Current Non-current Ordinary Ordinary income in subsidiaries Shareequivalents assetsassetsliabilitiesliabilitiesrevenueexpenses (loss) CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Alimentos y Servicios S.A. 100% 61,284 16,416,794 21,750,545 26,111,404 10,068,492 9,933,304 6,110,135 (2,136,334) Solpacific S.A. 100% 307,732 3,051,952 4,046,582 11,851,593 3,152,198 3,293,545 2,417,618 (2,188,633) 369,016 19,468,746 25,797,127 37,962,997 13,220,690 13,226,849 8,527,753 (4,324,967) TOTAL 15. Intangible assets The intangible assets breakdown as of 31 December 2012 and 31 December 2011 is presented as follows: Net intangible assets 12-31-2012 CLP TH 12-31-2011 CLP TH Purchased goodwill 29,523,393 29,948,810 Net intangible assets, without goodwill 22,428,921 20,322,247 Computer programs 21,849,245 19,361,915 406,000 771,935 61,251 76,272 112,425 112,125 Net intangible assets 51,952,314 50,271,057 Gross intangible assets 12-31-2012 CLP TH 12-31-2011 CLP TH Purchased goodwill 29,523,393 29,948,810 Gross intangible assets, without goodwill 48,994,878 40,018,032 Computer programs 48,415,202 39,057,700 406,000 771,935 61,251 76,272 112,425 112,125 78,518,271 69,966,842 Trademarks and rights Water rights Internet domain Trademarks and rights Water rights Internet domain Gross identifiable intangible assets Cumulative amortization and value impairment 12-31-2012 CLP TH 12-31-2011 CLP TH Purchased goodwill - - Total cumulative amortization and value impairment, intangible assets - - Computer programs (26,565,957) (19,695,785) Cumulative amortization and value impairment, identifiable intangible assets (26,565,957) (19,695,785) Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Details of the useful lives applied in the intangibles item as of 31 December 2012 and 31 December 2011 are presented as follows: Estimated useful life or amortization rates used Max. rate or life Computer programs Min. rate or life 6 4 Trademarks and rightsIndefiniteIndefinite Water rightIndefiniteIndefinite Internet domainIndefiniteIndefinite Details of movement in intangible assets as of 31 December 2012 and 2011 are presented as follows: 12-31-2012 Trademarks Net Purchased and Computer Water Internet intangible Movement in intangible assetsgoodwillrightsprograms rightsdomainassets CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Initial balance al 01-01-2012 Additions for internal development 29,948.810 771,935 19,361,915 76,272 112,125 50,271,057 - - - - - - Additions - 10,000 9,873,864 - - 9,883,864 Other - - - - - - Transfers between property, plant and equipment projects - - (516,362) - - (516,362) Withdrawals - - - - - - Amortization - - (6,870,172) - - (6,870,172) Increase (decrease) due to revaluation recognized in income statement - - - - - - Impairment losses recognized in net equity - - - - - - Increase (decrease) in foreign currency exchange - - - - - - Increases (decreases) due to revaluation and value impairment losses (reversals) recognized in net equity - - - - - - (425,417) (375,935) - (15,021) 300 (816,073) (425,417) (365,935) 2,487,330 (15,021) 300 1,681,257 29,523,393 406,000 21,849,245 61,251 112,425 51,952,314 Other increases (decreases) Total changes Final intangible assets balance as of 12-31-2012 133 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 12-31-2011 Trademarks Net Purchased and Computer Water Internet intangible Movement in intangible assetsgoodwillrightsprograms rightsdomainassets CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Initial balance al 01-01-2011 325,379 136,000 21,086,967 76,272 112,125 21,736,743 - - - - - - 29,623,431 635,935 5,864,760 - - 36,124,126 Other - - - - - - Transfers between property, plant and equipment projects - - 276,642 - - 276,642 Withdrawals - - (1,898,139) - - (1,898,139) Amortization - - (5,968,315) - - (5,968,315) Increase (decrease) due to revaluation recognized in income statement - - - - - - Impairment losses recognized in net equity - - - - - - Increase (decrease) in foreign currency exchange - - - - - - Increases (decreases) due to revaluation and value impairment losses (reversals) recognized in net equity - - - - - - Additions for internal development Additions Other increases (decreases) Total changes Final intangible assets balance as of 12-31-2011 - - - - - - 29,623,431 635,935 (1,725,052) - - 28,534,314 29,948,810 771,935 19,361,915 76,272 112,125 50,271,057 Movement in purchased goodwill as of 31 December 2012 and 31 December 2011 is presented as follows: Purchased goodwill Other Tax list Initial balanceincreases Final balance number The Corporation 01-01-2012 (decreases) 12-31-2012 CLP TH CLP TH CLP TH CLP TH 78.298.460-8SUPERMERCADO LA FRONTERA LTDA. 96.755.580-0ALIMENTOS Y SERVICIOS LTDA. 96.519.000-7WALMART CHILE INMOBILIARIA S.A. 96.670.110-2INVERSIONES SOLPACIFIC S.A. Total 173,248 - 173,248 21,741,992 (*) (425,417) 21,316,575 45,336 - 45,336 7,988,234 - 7,988,234 29,948,810 (425,417) 29,523,393 (*) These correspond to goodwill write-off during the first year after purchase. See additional details in the note on business mergers. Purchased goodwill Other Tax list Initial balanceincreases Final balance number The Corporation 01-01-2011 (decreases) 12-31-2011 CLP TH CLP TH CLP TH CLP TH 78.298.460-8SUPERMERCADO LA FRONTERA LTDA. 173,248 - 173,248 96.755.580-0ALIMENTOS Y SERVICIOS LTDA. 106,795 21,635,197 21,741,992 96.519.000-7WALMART CHILE INMOBILIARIA S.A. 96.670.110-2INVERSIONES SOLPACIFIC S.A. Total 45,336 - 45,336 - 7,988,234 7,988,234 325,379 29,623,431 29,948,810 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Remaining Book value of Book value of amortization significantsignificantperiod of identifiableidentifiable significant intangible intangible identifiable Significant individual assetsassetsintangible identifiable intangible assets 12-31-2012 12-31-2011assets CLP TH CLP TH (average) Intellec Card 4,213,756 5,128,809 2 years Integration (*) 5,220,771 E-commerce (*) 2,779,110 783,157 1,288,217 3 years 6 years Business support (*) 2,602,903 932,483 3 years Collection internalization software (*) 875,054 - 4 years SAP improvements (*) 722,336 915,947 3 years (*) These concepts include software in the capitalization stage. The charge to the results for intangible assets amortization is presented as follows: Income statement line item that includes amortization of identifiable intangible assets Balance as of 12-31-2012 CLP TH Balance as of 12-31-2011 CLP TH Administrative expenses (6,870,172) (5,968,315) Total (6,870,172) (5,968,315) 15.1Intangible assets with indefinite useful life 15.1.1 Brand usage rights Brand usage rights correspond to acquisition of the “BLV” and “BLV-Boulevard” brands valued at historical cost. The brand use period is unlimited and these are consequently considered to be assets with indefinite useful life and are not subject to amortization. These are subjected to annual impairment tests or when there are factors indicating possible loss of value. 15.1.2 Water rights Water rights located in the Chicureo, Santiago sector are presented at historical cost. The period for use of these rights is unlimited and these are consequently considered to be assets with indefinite useful life and are not subject to amortization. These rights are subjected to annual impairment tests or when there are factors indicating possible loss of value. 15.1.3 Internet domain The right to use the Internet domain for “dot cl” sites is presented at historical cost. The period for use of this domain rights is unlimited and this is consequently considered to be an asset with indefinite useful life and is not subject to amortization. This domain is subjected to annual impairment tests or when there are factors indicating possible loss of value. 15.2 Impairment of purchased goodwill The Corporation annually reviews the book value of its tangibles and intangible assets to determine if there is any indication that these assets may be impaired. When evaluating impairment, assets that do not generate independent cash flows are grouped in an appropriate cash generating unit (CGU). The amount recoverable from these assets or CGUs is measured as the lower amount between their reasonable value (calculated using the discounted future flows method) and their book value. The Corporation reported impairment amounting to CLP th 425,417 as of 31 December 2012 and this is presented in the other costs by function item of the income statement. 135 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 15.3 Reconciliation of software amortization Details of amortization movement during the fiscal years ending 31 December 2012 and 31 December 2011 are provided as follows: Movement Initial cumulative amortization (+) Amortization during fiscal year (=) Final cumulative amortization Balance as of 12-31-2012 CLP TH Balance as of 12-31-2011 CLP TH (19,695,785) (13,727,470) (6,870,172) (5,968,315) (26,565,957) (19,695,785) 16. Investment property The breakdown for this item as of 31 December 2012 and 31 December 2011 is presented as follows: 16.1 Movements and breakdown of investment property 12-31-2012 CLP TH 12-31-2011 CLP TH 129,655,015 136,120,131 Additions - - Reclassification to PPE - (4,533,271) (1,931,845) (1,931,845) 127,723,170 129,655,015 Investment property, initial cost balance model Changes in investment property, cost model Depreciation during the fiscal year Investment property, total cost model 16.2 Valuation of investment property, fair value method If the Corporation decides to control its investment property using the fair value method, it will be required to record a value higher than the current value of CLP th 35.573.689 as of 31 December 2012 (CLP th 22,921,162 as of 31 December 2011) in its books. Fair values as of 31 December 2012 and 31 December 2011 are presented below. Valuation of investment property, fair value method 12-31-2012 CLP TH 12-31-2011 CLP TH 163,296,859 152,576,177 16.3 Investment property income and expenses Investment property income and expenses 12-31-2012 CLP TH 12-31-2011 CLP TH Lease income from investment property 34,405,016 31,675,264 Direct operating expenses for investment property generating lease income (11,344,607) (11,149,765) Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 16.4 Reconciliation of cumulative depreciation Depreciation movement for the fiscal years ending 31 December 2012 and 31 December 2011 is presented as follows: Movement Balance as of 12-31-2012 CLP TH Balance as of 12-31-2011 CLP TH Initial cumulative depreciation (5,535,689) (3,603,844) (+) Depreciation during the fiscal year (1,931,845) (1,931,845) (-) Decreases for write-offs - - (-) Impairment loss - - (7,467,534) (5,535,689) (=) Final cumulative depreciation 17. Property, plant and equipment 17.1 The breakdown for this item as of 31 December 2012 and 31 December 2011 is presented as follows: Types of property, plant and equipment, net 12-31-2012 CLP TH 12-31-2011 CLP TH Construction work in progress 73,346,308 77,736,151 Sites 401,275,193 366,566,604 Buildings 248,527,625 230,529,438 77,258,159 70,406,807 267,803,738 226,668,203 5,543,040 2,116,913 38,532,675 36,614,308 1,756,636 1,145,735 1,114,043,374 1,011,784,159 Types of property, plant and equipment, gross 12-31-2012 CLP TH 12-31-2011 CLP TH Construction work in progress 73,346,308 78,394,291 Sites 401,275,193 365,908,464 Buildings 275,302,078 248,987,590 Machinery and equipment 322,497,495 290,489,232 Fixed installations and accessories 381,519,756 312,567,149 Vehicles 19,041,886 14,653,871 Leased property 74,749,864 68,355,584 1,520,982 1,145,735 1,549,253,562 1,380,501,916 Machinery and equipment Fixed installations and accessories Vehicles Leased property Other property, plant and equipment Total Other property, plant and equipment Total 137 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Cumulative depreciation of property, plant and equipment 12-31-2012 CLP TH 12-31-2011 CLP TH Buildings (25,930,651) (18,458,152) Machinery and equipment (245,055,609) (220,082,425) Fixed installations and accessories (114,748,078) (85,898,946) Vehicles (13,498,779) (12,536,958) Leased property (35,977,071) (31,741,276) (435,210,188) (368,717,757) Total 17.2 The following table shows the useful economic lives of assets Method used to calculate depreciation of property, plant and equipment (useful life) Minimum life Maximum life Structural work – buildings 50 50 Construction and infrastructure works: Terminations 15 15 Terminations for leased property 15 15 Installations 15 20 Installation for leased property 15 20 Equipment 15 20 Equipment for leased property 15 20 Exterior works 20 20 Exterior works for leased property 20 20 Heating machinery 4 4 Cooling machinery 5 5 Weighing machinery 4 4 Power machinery 4 4 Other machinery 4 4 Gondolas 4 4 Desks 3 3 Other furniture 4 4 Light 4 4 Heavy 4 4 Cargo 4 4 Other vehicles 4 4 Machinery and equipment: Furniture and supplies: Vehicles: Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 17.3 The following tables show details of reconciliation of changes to property, plant and equipment by type for fiscal years ending 31 December 2012 y 31 December 2011. FixedOther Machineryinstallationsproperty, Property, andand plant and plant and Works in Buildings,equipment,accessories, Vehicles, Leased equipment, equipment, Movement progress Sitesnetnetnetnetpropertynetnet as of 12-31-2012 CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Initial balance as of 1 January 2012 Additions Changes Withdrawals 77,736151 366,566,604 230,529,438 70,406,807 226,668,203 2,116,913 36,614,308 1,145,735 1,011,784,159 68,853,061 35,589,822 8,445,001 33,531,864 14,359,328 4,267,402 6,174,189 610,901 171,831,568 (441,024) - - (765,708) (68,839) (5,756) (3,190) - (1,284,517) (72,801,880) - 17,262,982 (273,009) 56,213,877 131,230 (16,837) - 516,363 Assets available for sale - - - - - - - - - Impairment (*) - (881,233) (237,297) (203,257) (519,612) - - - (1,841,399) Depreciation expense - - (7,472,499) (25,438,538) (28.849,219)(966,749) (4,235,795) - (66,962,800) Total changes (4,389,843) 34,708,589 17,998,187 6,851,352 41,135,535 3,426,127 1,918,367 610,901 102,259,215 Final balance as of 31 December de 2012 73,346,308 401,275,193 248,527,625 77,258,159 267,803,738 5,543,040 38,532,675 1,756,636 1,114,043,374 Transfers The increase corresponding to the sites item is due to the 2012 purchase of 30 sites for expansion of the different supermarket formats. (*) According to the note on criteria for the application of impairment tests, this item presents losses amounting to CLP th 1,841,399 as of 31 December 2012 and CLP th 1,476,560 as of 31 December 2011, which was presented in other expenses by function line. FixedOther Machineryinstallationsproperty, Property, andand plant and plant and Works in Buildings,equipment,accessories, Vehicles, Leased equipment, equipment, Movement progress Sitesnetnetnetnetpropertynetnet as of 12-31-2011 CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Inital balance as 1 January 2011 41,340,289 354,828,455 214,981,601 55,562,525 205,114,395 1,539,603 20,034,177 795,973 894,197,018 Additions 76,264,567 17,896,972 15,667,055 40,296,900 19,153,854 1,251,739 20,576,606 350,547 191,458,240 (982,944) - (2,456,938) (1,625,009) (3,707,947) (9,690) (354,857) - (9,137,385) Changes Withdrawals (38,885,761) - 10,060,640 (528,700) 28,903,317 173,862 - - (276,642) Assets available for sale - (6,158,823) - - - - - - (6,158,823) Impairment (*) - - (843,802) (183,727) (444,500) (67) (4,412) (52) (1,476,560) Depreciation expense - - (6,879,118) (23,115,182) (22,350,916) (838,534) (3,637,206) (733) (56,821,689) Total changes 36,395,862 11,738,149 15,547,837 14,844,282 21,553,808 577,310 16,580,131 349,762 117,587,141 Final balance as of 31 December 2011 77,736,151 366,566,604 230,529,438 36,614,308 1,145,735 1,011,784,159 Transfers 70,406.807 226.668.2032,116,913 139 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 17.4 Description of property, plant and equipment types. 17.4.1 Construction work in progress Construction work in progress means all construction projects and store remodeling projects for the different formats. 17.4.2 Sites This type means all sites purchased for the construction of news stores in the different formats and main offices. 17.4.3 Buildings This asset type corresponds to buildings built at sites owned by the Walmart Group and to be used for stores corresponding to the different formats and main offices where Walmart Group management is located. 17.4.4 Machinery and equipment This asset type corresponds to the purchasing of machinery and equipment used at stores and main offices. This includes cooling machinery, merchandise display counters and dispensers and everything required in order to maintain the operation. 17.4.5 Fixed installations and accessories This fixed assets type means installations at stores and main offices that do not correspond to structural cons- truction work, such as dividing panels, electrical installations, natural gas, water, networks, floors, etc. 17.4.6 Vehicles This means vehicles purchased and used for the transport of merchandise and used by management, such as trailers used to distribute merchandise. 17.4.7 Leased property This means assets purchased through lease contracts that are used at the different formats, such as sites, buildings, machinery, etc. 17.4.8 Other property, plant and equipment This means all assets that are not directly classified in the foregoing categories. 17.5 Property, plant and equipment investment policy The Walmart Chile Group’s policy is to execute all work required to satisfy projected market demand growth, to keep construction and installations in good condition and to adapt the system to technological progress, in order to comply with all quality standards and ensure operational continuity. 17.6 Additional information about property, plant and equipment Additional information to be disclosed about property, plant and equipment Property, plant and equipment completely depreciated but still in use Disbursements for property, plant and equipment accounts currently under construction 12-31-2012 CLP TH 12-31-2011 CLP TH 179 157 68,853,061 76,922,707 12-31-2012 CLP TH 12-31-2011 CLP TH 17.7 Interest costs Detail Capitalized interest, property, plant and equipment costs Capitalization rate of cost for capitalized interest, property, plant and equipment 1,783,056 4.77% 1,816,275 4.97% Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 17.8 Reconciliation of cumulative depreciation The following table provides details of depreciation movement during the fiscal years ending 31 December 2012 and 31 December 2011:: Movement Balance as of 12-31-2012 CLP TH Balance as of 12-31-2011 CLP TH (368.717.757) (313.342.264) (+) Depreciation during the fiscal year (66.962.800) (56.821.689) (-) Decreases for write-offs 470.369 Initial cumulative depreciation (=) Final cumulative depreciation 1.446.196 (435.210.188) (368.717.757) 17.9 Reconciliation of the effect of depreciation on the income statement Depreciation by item in the income statements for the fiscal years ending 31 December 2012 and 31 December 2011 is presented as follows: Movement Balance as of 12-31-2012 CLP TH Depreciation presented in administrative expenses Depreciation presented in cost of sales Total depreciation Balance as of 12-31-2011 CLP TH (65,562,232) (56,821,689) (1,400,568) - (66,962,800) (56,821,689) 18. Leases 18.1 Assets under financial leases Property, plant and equipment under financial lease, net 12-31-2012 CLP TH Sites under financial lease Buildings under financial lease Machinery and equipment under financial lease Results of sale and buy-back operations 12-31-2011 CLP TH 10,313,488 10,317,314 9,046,084 7,070,126 17,421,794 17,435,263 1,751,309 1,791,605 38,532,675 36,614,308 12-31-2012 12-31-2011 Reconciliation of Present Present minimum payment of financial lease, lesseevalue Interest Grossvalue Interest CLP TH CLP TH CLP TH CLP TH CLP TH Less than one year Gross CLP TH 6,990,156 1,520,577 8,510,733 6,878,612 2,621,352 9,499,964 Between one year and five years 15,126,546 3,538,424 18,664,970 17,038,659 3,857,457 20,896,116 More than five years 11,191,247 4,355,354 15,546,601 17,600,809 4,587,889 22,188,698 Total 33,307,949 9,414,355 42,722,304 41,518,080 11,066,698 52,584,778 141 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 18.2 Disclosable information on operating leases as lessee Minimum future lease payment, lessees 12-31-2012 CLP TH 12-31-2011 CLP TH Less than one year 27,359,784 24,205,358 One to five years 121,875,400 107,823,868 More than five years 447,705,552 396,087,677 Total 596.940.736 528.116.903 Minimum future non-cancellable lease payments, lessor 12-31-2012 CLP TH 12-31-2011 CLP TH Less than one year 27,109,616 24,645,425 One to five years 69,181,189 67,610,467 More than five years 87,434,984 89,350,916 183,725,789 181,606,808 18.3 Disclosable information on operating leases as lessor Total 19. Deferred taxes The origin of deferred taxes recorded as of 31 December 2012 and 31 December 2011 is provided as follows: 19.1 Deferred tax assets Deferred tax assets 12-31-2012 CLP TH 12-31-2011 CLP TH Deferred tax assets referred to provisions 17,593,335 28,248,528 2,440,261 2,412,228 211,248 247,690 2,491,686 1,968,882 36,566,775 16,830,633 127,249 4,950,947 1,960,326 2,448,019 61,390,881 57,106,927 Deferred tax assets related to revaluations of commercial agreements Deferred tax assets related to inventory revaluations Deferred tax assets related to obligations to employees Deferred tax assets related to fiscal losses Deferred tax assets related to miscellaneous debtors Deferred tax assets related to future contracts Deferred tax assets, total Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 19.2 Deferred tax liabilities Deferred tax liabilities 12-31-2012 CLP TH 12-31-2011 CLP TH Deferred tax liabilities related to depreciation 32,651,849 24,536,037 Deferred tax liabilities related to revaluation of portfolio risk provision 1,090,607 310,010 Deferred tax liabilities related to deferred charges 4,457,766 4,461,717 Deferred tax liabilities related to leases 653,752 1,647,918 Deferred tax liabilities related to others 375,135 78,534 Deferred tax liabilities, total 39,229,109 31,034,216 19.3 Unrecognized deferred taxes No unrecognized deferred tax items were presented as of 31 December 2012 and 31 December 2011. 19.4 Changes made to first category tax rates Chile’s National Congress passed Law 20,455 31 July 2010. The law incorporated temporary modifications to the first category tax rate. This new legislation increased first category tax rates applied to income obtained during 2011 and 2012 to rates of 20% and 18,5% respectively. This rate will then return to 17% for 2013 and on. Law 20,630 that “Improves Tax Legislation and Finances the Educational Reform” was published in the Official Gazette 27 September 2012. Among other standards, the law raises first-category tax from 18.5% to 20% and this comes into force starting in the 2013 tax year. Consequently, all income accrued between January and December of the 2012 business year will be taxed at the new rate of 20%. 19.5 Compensation of items Deferred tax assets and liabilities are compensated when a legally executable right exists to compensate current tax assets with current tax liabilities and when deferred tax assets and liabilities are related to the income tax applied by the same tax authority to the same tax-paying entity or to different tax-paying entities for which there is an intention to liquidate balances on net bases. The amounts compensated are listed as follows: Deferred tax assets Assets / Values Net balance liabilities grosscompensatedat close CLP TH CLP TH CLP TH As of 31 December 2012 * Deferred tax assets 61,390,881 (1,748,580) 59,642,301 * Deferred tax liabilities (39,229,109) 1,748,580 (37,480,529) 22,161,772 - 22,161,772 Total As of 31 December 2011 * Deferred tax assets 57,106,927 (3,763,026) 53,343,901 * Deferred tax liabilities (31,034,216) 3,763,026 (27,271,190) 26,072,711 - 26,072,711 Total 143 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 20. Other finanical liabilities 20.1 Types of loans that accumulate (accrue) interest The breakdown of this item as of 31 December 2012 and 31 December 2011 is presented as follows: Other financial liabilities Current balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Non-current balance as of 12-31-2012 12-31-2011 CLP TH CLP TH Non-guaranteed bank loans 344,747,348 107,361,025 19,487,728 206,337,703 Public obligations (bonds) 20,080,813 3,789,710 87,361,456 103,008,747 Financial lease obligations 6,990,156 6,495,807 26,426,389 27,279,006 Future contracts 9,801,630 14,362,192 - - 132,008,734 133,275,573 336,625,456 Total 381.619,947 20.2 Bank loans - breakdown of currencies and maturity dates Walmart Chile S.A., restructured its financial liabilities 20 May 2010, signing a long-term syndicated credit contract with the following banks: Banco de Chile, Banco Santander and Banco BBVA. This concentrated 100% of its current short-term credit and the syndicated credit signed 22 May 2008 with the following banks: Banco de Chile, Banco BBVA, Scotiabank, Banco Itaú, Corpbanca and Banco Santander, maturing 22 May 2010, into a single loan with final maturity at the end of May 2013. Walmart Chile S.A. restructured its financial liabilities 28 September 2006, signing a long-term syndicated credit contract with the following banks: Banco Santander, Banco Estado, Banco BBVA and Citibank N.A. This concentrated a significant part of its current short-term and long-term credit into a single loan maturing at the end of March 2014. The lead bank for the operation is Banco Santander and the agent bank is Banco Estado. 20.2.1 Bank loans as of 31 December 2012 Creditor Tax list Currency Effective Nominal Type Guarantee Current Non-current namenumber Country Amortizationraterate of Maturity Current Maturity Non-current type obligationtotal 5 ortotal Not up to 1 1 to 3 3 to 12as of 1 to 3 3 to 5moreas of determinedmonthmonths Months 31-12-2012yearsyearsyears12-31-2012 CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Banco Santander 97.015.000-5 Chile CLPMonthly 0.42% 0.42%Bank overdraftNo guarantee 48,131,448 - - - 48,131,448 - - - - Banco Estado 97.030.000-7 Chile CLPMonthly 0.42% 0.42%Bank overdraftNo guarantee 35,383,973 - - - 35,383,973 - - - - Banco de Chile 97.004.000-5 Chile CLPMonthly 0.41% 0.41%Bank overdraftNo guarantee 33,639,091 - - - 33,639,091 - - - - Banco de Chile 97.004.000-5 Chile CLPBiannual 3.35% 3.35%Variable loan rateNo guarantee - - - 157,037,345 157,037,345 - - - - Banco de Chile 97.004.000-5 Chile $UFBiannual 1.83% 1.83%Fixed rate loanNo guarantee - - 2,396,689 2,284,075 4,532,603 - - 4,532,603 Banco Estado 97.030.000-7 Chile CLPBiannual 3.42% 3.42%Variable loan rateNo guarantee - - 12,740,782 14,973,559 27,714,341 14,955,125 - - 14,955,125 Banco Santander 97.015.000-5 Chile $UFMonthly 1.00% 1.00%Bank guarantee bond No guarantee 2,195,378 - - - 2,195,378 - - - - Banco Santander 97.015.000-5 ChileUS$Monthly 0.92% 0.92%Letter of creditNo guarantee 1,345,466 - - - 1,345,466 - - - - Banco Corpbanca 97.023.000-9 ChileUS$Monthly 0.70% 0.70%Letter of creditNo guarantee 445,619 - - - 445,619 - - - - Banco Estado 97.030.000-7 ChileUS$Monthly 0.57% 0.57%Letter of creditNo guarantee 8,846,351 - - - 8,846,351 - - - - Banco BBVA 97.032.000-8 ChileUS$Monthly 0.71% 0.71%Letter of creditNo guarantee 25,319,345 - - - 25,319,345 - - - - Banco de Chile 97.004.000-5 ChileUS$Monthly 0.35% 0.35%Letter of creditNo guarantee 8,227 - - - 8,227 - - - - - - - 155,314,898 - 15,137,471 174,294,979 344,747,348 19,487,728 - - 19,487,728 Total - - - - - 4,680,764 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Effective rates for bank loans: Fixed rate loans: the effective rate method was used for this type of loan. It corresponds to the rate that equalizes effective payment flows with net amount in the books, discounting the cost of initiating the operation. future interest rates, the Corporation uses the same nominal rate for this type of loan and costs associated with the loan are amortized together with the loan. ʭʭ ʭʭ ʭʭ Variable rate loans: Due to the difficulty of estimating Letters of credit, bank guarantee bonds and overdrafts: This type of instrument has no origination costs and therefore the effective rate is no different from the nominal rate. 20.2.2 Bank loans as of 31 December 2011 Creditor Tax list Currency Effective Nominal Type Guarantee Current Non-current namenumber Country Amortizationraterate of Maturity Current Maturity Non-current type obligationtotal 5 ortotal Not up to 1 1 to 3 3 to 12as of 1 to 3 3 to 5moreas of determinedmonthmonths Months 31-12-2012yearsyearsyears12-31-2012 CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Banco Santander 97.015.000-5 Chile CLPMonthly 1.00% 1.00%Bank guarantee bond No guarantee - - - 1,706,320 - - - - Banco de Chile 97.004.000-5 Chile CLPMonthly 0.35% 0.35%Fixed rate loanNo guarantee - 65,083 - - 65,083 - - - - Banco de Chile 97.004.000-5 Chile CLPMonthly 0.61% 0.61%Fixed rate loanNo guarantee 102,577 - - - 102,577 - - - - Banco de Chile 97.004.000-5 Chile CLPMonthly 0.58% Banco Security 97.053.000-2 Chile CLPMonthly 0.54% 0.58%Fixed rate loanNo guarantee 803,352 - - - 803,352 - - - - 0.54%Fixed rate loanNo guarantee - 190,009 - - 190,009 - - - - Banco Crédito Inversiones 97.006.000-6 Chile CLPMonthly 0.50% 0.50%Fixed rate loanNo guarantee - - - 78.771 78,771 - - - - Banco Crédito Inversiones 97.006.000-6 Chile CLPMonthly 0.63% 0.63%Fixed rate loanNo guarantee - 909,610 - - 909,610 - - - - Banco Bice 97.080.000-k Chile CLPMonthly 0.56% 0.56%Fixed rate loanNo guarantee - - - 562,227 - - - - Banco Bice 97.080.000-k Chile CLPMonthly 0.54% 0.54%Fixed rate loanNo guarantee - 200,535 250,045 - 450,580 - - - - Banco BBVA 97.032.000-8 Chile CLPMonthly 0.64% 0.64%Fixed rate loanNo guarantee - 393,235 - - 393,235 - - - - Banco BBVA 97.032.000-8 Chile CLPMonthly 0.38% 0.38%Fixed rate loanNo guarantee 672,826 - - - 672,826 - - - - Banco Santander 97.015.000-5 Chile CLPMonthly 1.00% 1.00%Bank overdraftNo guarantee 11,441 - - - 11,441 - - - - Banco Estado 97.030.000-7 Chile CLPMonthly 1.00% 1.00%Bank overdraftNo guarantee 41,609,937 - - - 41,609,937 - - - - Banco de Chile 97.004.000-5 Chile CLPMonthly 1.00% 1.00%Bank overdraftNo guarantee 393,153 - - - 393,153 - - - - Banco Crédito Inversiones 97.006.000-6 Chile CLPMonthly 1.00% 100%Bank overdraftNo guarantee 299 - - - 299 - - - - Banco de Chile Chile CLPBiannual 3.57% 3.57%Variable loan rateNo guarantee - - - 1,259,326 1,259,326 155,635,693 - - 155,635,693 Banco de Chile a) 97.004.000-5 ChileUFBiannual 1.83% 1.83%Fixed rate loanNo guarantee - - 2,384,702 2,229,403 4,614,105 8,846,919 - - Banco Estado Chile 3.25%Variable loan rateNo guarantee - - 10,677,186 11,978,848 22,656,034 41,855,091 - - 41,855,091 - - - - - - - - 97.004.000-5 97.030.000-7 CLPBiannual 3,25% 1,706,320 562,227 Banco Santander 97.015.000-5 ChileUS$Monthly 0.64% 0.64%Letter of creditNo guarantee 7,284,913 - - - Banco de Chile 97.004.000-5 ChileUS$Monthly 0.69% 0.69%Letter of creditNo guarantee 7,316 - - - Banco Scotiabank 97.018.000-1 ChileUS$Monthly 0.40% 0.40%Letter of creditNo guarantee 5,090,715 - - - 5,090.715 - - Banco Estado 97.030.000-7 ChileUS$Monthly 0.47% 0.47%Letter of creditNo guarantee 8,275,748 - - - 8,275.748 - - - - Banco Itaú 76.645.030-K ChileUS$Monthly 0.49% 0.49%Letter of creditNo guarantee 1,145,505 - - - 1,145.505 - - - - Banco BBVA97.032.000-8ChileUS$Monthly 0.56% 0.56%Letter of creditNo guarantee 7,974,970 - - - - - - - Banco Security ChileUS$Monthly 0.57% 0.57%Letter of creditNo guarantee 1,022,973 - - - - - - - - - - 76,744,272 1,758,472 13,311,933 15,546,348 206,337,703 - - 206,337,703 Total 97.053.000-2 - - - - - 7,284,913 8,846,919 87.316 7.974.970 1,022.973 107,361,025 145 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 20.3 Public obligations (bonds), current and noncurrent of Series B bearer bonds with the Securities and Insurance Supervisor 18 April 2006 under No. 463. Bonds amounting to a total UF 4.500.000 13 September 2006. These are bonds issued by the parent company and the indirect subsidiary Walmart Chile Inmobiliaria S.A. The main characteristics of this issuing are: a) Walmart Chile Inmobiliaria S.A. registered the issuing of Series A bearer bonds with the Securities and Insurance Supervisor 9 November 1992 under No. 162. Bonds amounting to a total UF 240,000 were issued 16 December 1993 and bonds amounting to a total UF 110,000 were issued 8 November 1994, thus completing the maximum amount of issue. ʭʭ Biannual maturities ʭʭ Interest payments starting in April 2006 and capital payments starting in April 2008 ʭʭ Annual interest rate of 4.2% The main characteristics of this issuing are: ʭʭ No special guarantees ʭʭ Biannual maturities ʭʭ Annual interest rate at 6.5% Restrictions regarding this obligation are presented in the note on contingencies, lawsuits and other restrictions. ʭʭ No special guarantees c) Walmart Chile registered the issuing of Series E bearer bonds amounting to UF 6,000,000 with the Securities and Insurance Supervisor 19 February 2007 under No. 492. These bonds were issued 25 April 2008. Accrued interest payable as of 31 December 2011 and 31 December 2010 is presented in public obligations (bonds) in current liabilities, together with the current portion of the obligation. The Corporation made a voluntary early recovery at par value of the Series C and E bearer bonds 05 November 2009, recovering 28.5% and 88.1% respectively. This meant a total disbursement at the payment date equivalent to UF 5,855,000 for capital plus interest accrued and unpaid as of the payment date. Restrictions regarding this obligation are presented in the note on contingencies, lawsuits and other restrictions. b) Walmart Chile Inmobiliaria S.A. registered the issuing Details for the bonds issued are presented as follows: As of 31 December 2012 Non-current Maturity more more Registration Over 2 than 3than 5 10 Non-current or Current Effective Current 1years yearsyears yearstotal instrument nominal Bond Annual annual Periodicity totalto 2up toto 5to 10 oras of Issued in identification amount indexation interest interest Final Interest Amortization 12-31-2012years 3 yearsyearsyearsmore 12-31-2012 Chile or number Seriesissuednumberrateratedatepaymentpayment CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP THabroad 492E 715,000UF 2.60% 4.86% 03-01-2013BIANNUAL 162A 27,632UF 6.50% 7.45% 04-01-2014BIANNUALBIANNUAL 463B 4,038,150UF 4.20% 4.55% 04-01-2028 BIANNUALBIANNUAL - - Total - - - - - 1 INSTALLMENT 16,402,176 - - - - - - - Chile 138,834 - - - - 138,834 Chile 3,381,983 2,483,000 2,587,284 5,505,139 17,092,074 59,555,125 87,222,622 Chile 296,654 20,080,813 2,621,834 2,587,284 5,505,139 17,092,074 59,555,125 87,361,456 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 As of 31 December 2011 Non-current Maturity more more Registration Over 2 than 3than 5 10 Non-current or Current Effective Current 1years yearsyears yearstotal instrument nominal Bond Annual annual Periodicity totalto 2up toto 5to 10 oras of Issued in identification amount indexation interest interest Final Interest Amortization 12-31-2012years 3 yearsyearsyearsmore 12-31-2012 Chile or number Seriesissuednumberrateratedatepaymentpayment CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP THabroad 492E 715,000UF 2.60% 4.86% 03-01-2013BIANNUAL 162A 46,053UF 6.50% 7.45% 04-01-2014BIANNUALBIANNUAL 463B 4,138,272UF 4.20% 4.55% 04-01-2028BIANNUALBIANNUAL - - Total - - - - - 1 INSTALLMENT - 264,997 15,339,249 - - - - 15,339,249 Chile 127,636 - - - 409,246 Chile 3,229,915 2,325,892 2,423,566 5,156,770 14,910,365 62,443,659 87,260,252 Chile 294,798 281,610 3,789,710 17,946,751 2,551,202 5,156,770 14,910,365 62,443,659 103,008,747 20.4 Financial lease obligations Financial lease obligations are presented in detail as follows: As of 31 December 2012 Administradora Name of Walmart Walmart de Creditos Walmart debtor Chile Chile Maquinsa Maquinsa Comerciales Chile Maquinsa Maquinsa institution Inmobiliaria Inmobiliaria Equipamiento Equipamiento Presto Inmobiliaria Equipamiento Equipamiento Total S.a. S.a. S.A. S.A. Limitada S.A. S.A. S.A. CLP TH Tax list number for debtor institution 96.519.000-7 96.519.000-7 99.585.960-2 99.585.960-2 77.910.620-9 96.519.000-7 99.585.960-2 99.585.960-2 - Name of lending institution Compañía de seguros de vida HP Consorcio Bice VidaFinancialIBM nacional de Cía. deIBM deServices de ChileBancoBancoBanco seguros S.A. seguros S.A. Chile S.A.CLtda.S.A.CBiceBiceSecurity - Currency or readjustment unitUFUFUFUFUFUFUFUF - Amortization typeMonthlyMonthlyMonthlyMonthlyMonthlyMonthlyMonthlyMonthly - Current leasing obligations 146,287 9,484 2,035,370 141,705 749,560 1,109,729 2,113,719 684,302 6,990,156 Up to 90 days 106,781 2,332 692,872 71,969 186,893 218,697 421,654 159,729 1,860,927 39,506 7,152 1,342,498 69,736 562,667 891,032 1,692,065 524,573 5,129,229 Non-current leasing obligations 12,504,403 656,800 3,053,507 18,545 155,950 3,649,985 4,850,139 1,537,060 26,426,389 1,440,046 13,265,397 Over 90 days Up to 1 year More than 1 year to 3 years 1,403,022 30,401 2,863,218 18,545 155,950 2,504,076 4,850,139 More than 3 years to 5 years 1,058,133 23,431 190,289 - - 600,878 - More than 5 years 10,043,248 602,968 - - - 545,031 - - 11,191,247 Total leasing obligations 12,650,690 666,284 5,088,877 160,250 905,510 4,759,714 6,963,858 2,221,362 33,416,545 97,014 1,969,745 147 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 As of 31 December 2011 Administradora Walmart Walmart de Creditosalimentosalimentos Name of Chile Chile Maquinsa Maquinsa Comercialesyy debt or Inmobiliaria Inmobiliaria Equipamiento Equipamiento Presto Aquanatura Aquapuro Aquapuroserviciosservicios institution S.a. S.a. S.A. S.A. Limitada S.A. S.A. S.A. S.A. S.A. Total CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Tax list number for debt or institution 96.519.000-7 Country of debt or institution Chile Name of lending institution 96.519.000-7 99.585.960-2 99.585.960-2 77.910.620-9 99.520.700-1 96.671.860-9 96.671.860-9 96.755.580-0 96.755.580-0 - Chile Chile Chile Chile Chile Chile Chile Chile Chile - Compañía de seguros de vida HP Consorcio Bice VidaFinancialIBM nacional de Cía. deIBM deServices de ChileBancoBancoBancoBancoBanco seguros S.A. seguros S.A. Chile S.A.C.Ltda.S.A.CBiceBiceSantanderSecurityBice - Currency or readjustment unitUFUFUFUFUFUFUFUFUFUF - Amortization typeMonthlyMonthlyMonthlyMonthlyMonthlyMonthlyMonthlyMonthlyMonthlyMonthly - Current leasing obligations 392,220 8,283 1,444,824 266,432 304,316 75,903 181,529 36,191 1,642,945 2,143,164 6,495,807 Up to 90 days 91,633 1,865 407,699 66,979 223,677 18,591 44,493 36,191 421,649 524,906 1,837,683 300,587 6,418 1,037,125 199,453 80,639 57,312 137,036 - 1,221,296 1,618,258 4,658,124 12,340,032 653,104 1,722,347 112,188 327,275 842,622 2,051,155 - 1,983,988 Over 90 days Up to 1 year Non-current leasing obligations more than 1 year to 3 years 7,246,295 27,279,006 383,926 28,256 1,376,311 112,188 327,275 164,768 394,966 - 1,083,751 4,652,731 8,524,172 1,030,014 19,838 343,770 - - 183,698 441,084 - 900,237 2,593,564 5,512,205 10,926,092 605,010 2,266 - - 494,156 1,215,105 - - - 13,242,629 Total leasing obligations 12,732,252 661,387 3,167,171 378,620 631,591 918,525 2,232,684 36,191 3,626,933 More than 3 years to 5 years More than 5 years 9,389,459 33,774,813 21. Trade and other accounts payable a) The breakdown for this item as of 31 December 2012 and 31 December 2011 is presented as follows: Trade and other accounts receivable Domestic goods suppliers Current balance as of 12-31-2012 12-31-2011 CLP TH CLP TH 366.480.743 344.763.001 7.052.609 10.056.322 Service providers 83.297.245 79.118.062 Retention 14.706.109 7.562.859 Total 471.536.706 441.500.244 Foreign goods suppliers Exposure to monetary or liquidity risk related to trade and other accounts payable is analyzed in the note on risk management policy. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 b) The main suppliers of goods and services determined based on the pending payment balance as of 31 December 2012 are listed as follows: Main suppliers of goods Main service providers NESTLE CHILE S.A. EMPRESA CONSTRUCTORA TECSA S.A CAROZZI S.A CONSTRUCCIONES VIDRIOS Y ALUMINIOS LTDA AGROSUPER COMERCIALIZADORA DE ALIMENTOS LTDA DHL SUPPLY CHAIN CHILE S.A WATT’S S.A. CONTRUCTORA JULIO LOPEZ NAVARRO LTDA SURLAT COMERCIAL S A RSA SEGUROS CHILE S. A. COOP AGRICOLA Y LECHERA DE LA UNION LTDA BANCO BICE CMPC TISSUE S A SOC ASEO PROFESIONAL LTDA EVERCRISP SNACK PRODUCTOS DE CHILE S A QUINTEC CHILE S.A. PRODUCTOS FERNANDEZ SA SITRANS,SERV.INTEGRADOS DE TRANSP.LTDA. UNILEVER CHILE S.A. CENT.DE REST.ARAMARK MULTIS.LTDA. COMERCIAL SANTA ELENA S A ACCESORIOS FRIGORIFICOS SANTIAGO LTDA IMPORTADORA CAFE DO BRASIL S A ESTRELLA SOLITARIA S.A. Average payment days have been calculated as average weighted payment during the 2012 fiscal year. This weighted average was calculated considering the document’s date of issue, actual date of payment and the amount stated in said document. The average payment days for suppliers as a whole comes to 51.5 days as of 31 December 2012. c) Trade and other accounts payable stratification is presented as follows: Suppliers with payment up to date Type of Supplier Amount according to payment periods 121 Up to 366 Average 30 31 - 60 61 - 90 91 - 120 365andpayment daysdaysdaysdaysdaysmore Totalperiod CLP TH (days) Foreign suppliers of goods 4,890,495 279,532 40,280 5,889 - - 5,216,196 51.5 National suppliers of goods 272,103,728 69,194,669 17,189,595 2,008,738 - - 360,496,730 51.5 Service providers 77,780,073 217,954 8,983 - - - 78,007,010 51.5 Retention 14,706,109 - - - - - 14,706,109 30 369,480,405 69,692,155 17,238,858 2,014,627 - - 458,426,045 Total 149 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Suppliers with payment in arrears Type of supplier Amounts according to days payment is past-due 121 Up to 181 30 31 - 60 61 - 90 91 - 120 180and Total daysdaysdaysdaysdaysmore CLP Th Foreign suppliers of goods 1,446,953 160 389,300 - - - 1,836,413 National suppliers of goods 4,506,309 1,368,567 109,137 - - - 5,984,013 Service providers 4,219,572 - 1,070,143 - - - 5,289,715 - - - - - - - 10,172,834 1,368,727 1,568,580 - - - 13,110,141 Retention Total d) Confirming Operations Confirming operations with unpaid balances corresponding to Walmart Chile at the end of the fiscal year are associated to two suppliers, CLOROX CHILE and GOODYEAR. The supplier JORGE RABIEY CIA completed his last confirming transaction in April 2012. The Corporation’s criterion with regard to confirming is to accept up to 50% of all invoices with pending payment in the supplier’s account in order to eliminate eventual financial risk associated to reduction of this account due to negotiations with the sales area and/or returns. Given the immaterial nature of these operations, they are registered in the trade and other accounts payable item and when making payment upon maturity of the debt associated to the supplier, the beneficiary is changed the corresponding financial or bank institution. Balances as of 31 December 2012 are presented as follows:: Proveedor Amount for operations during the fiscal year CLP TH Balance as of 12-31-2012 CLP Th CLOROX CHILE 9,993,108 2,198,091 GOODYEAR 1,290,561 317,172 150,448 - 11,434,117 2,515,263 JORGE RABIEY CIA Total general Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 22. Provisions Details for this item as of 31 December 2012 and 31 December 2011 are provided as follows: 22.1 Provisions Balance as of Current Non-current Type of provision 12-31-2012 12-31-2011 12-31-2012 12-31-2011 CLP TH CLP TH CLP TH CLP TH Bonuses and rewards 16,237,468 21,426,301 - - Vacation 11,499,984 8,205,276 - - 947,105 694,672 - 60,000 28,684,557 30,326,249 - 60,000 Legal proceedings 1,598,058 1,891,500 - - Other 2,347,994 5,416,359 - - Other provisions 3,946,052 7,307,859 - - Total 32,630,609 37,634,108 - 60,000 Severance pay Provisions for employee benefits 22.1.1 Provision for bonuses and rewards This is a provision for expenses for payable bonuses and/ or legal rewards to employees over the short term. 22.1.2 Vacation provision This is a provision for employee vacation expenses insofar as the service is provided, measured on a non-discounted basis. 22.1.3 Severance pay provision A provision for short-term employee severance pay expenses. 22.1.4 Provision for legal proceedings This provision is for certain legal proceedings taken on by Walmart Chile and its subsidiaries for individuals affected in terms of contract terms or services provided. Deadlines for the use of provision balances are limited to the timescale of normal legal proceedings (see details in contingencies, lawsuits and other restrictions. 22.1.5 Other provisions This is a provision for administrative expenses to be paid during the following period. 22.2 Movement of provisions Severance pay Provision for provision Severance bonuses for pay for Investment and Vacation current non-current Legal in negative Other Detailrewards provisionterminationsterminationsproceedingsequityprovisions Balance CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH CLP TH Balance as of 01-01-2011 17,188,429 7,259,801 929,824 92,061 2,132,340 2,019,140 4,379.689 34,001,284 Charges to income 19,141,034 8,260,892 694,672 - 47,349 - 11,190.222 39,334,169 Payments in the period (14,903,162) (7,315,417) (929,824) (32,061) (288,189) (2,019,140) (10,153.552) (35,641,345) Total changes in provisions 4,237,872 945,475 (235,152) (32,061) (240,840) (2,019,140) 1,036.670 3,692,824 Balance as of 12-31-2011 21,426,301 8,205,276 694,672 60,000 1,891,500 - Charges to income 15,885,594 4,621,588 3,880,115 - - - 956,411 25,343,708 Payments during the period (21,074,427) (1,326,880) (3,627,682) (60,000) (293,442) - (4,024,776) (30,407,207) Total changes in provisions (5,188,833) 3,294,708 252,433 (60,000) (293,442) - (3,068,365) (5,063,499) Balance as of 12-31-2012 16,237,468 11,499,984 947,105 - 1,598,058 - 2,347,994 32,630,609 5,416.359 37,694,108 151 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 23. Assets and current tax liabilities Details of assets and current tax liabilities for the fiscal years ending 31 December 2012 and 31 December 2011 are provided as follows: Current tax assets As of 31 December 2012 As of 31 December 2011 Assets Liabilities Assets Liabilities CLP TH CLP TH CLP TH CLP TH Monthly provisional payments 56.759.523 - - 8.286.431 Contributions 7.765.633 - - 6.632.028 Sence credit 2.360.882 - - 1.650.200 Other minor loans 429.583 - - 1.287.749 Income taxes (45.232.307) - - (44.286.197) PPUA tax loss 10.228.607 - 14.508.016 - Recoverable taxes from former years 22.444.213 - 16.801.740 - Total current tax assets 54.756.134 - 31.309.756 (26.429.789) 24. Other non-financial liabilities Details of other non-financial liabilities for the fiscal years ending 31 December 2012 and 31 December 2011 are provided below: Other non-financial liabilities Current 12-31-2012 12-31-2011 CLP TH CLP TH Dividends payable 34,708,808 34,205,571 - - Deferred income 4,905,879 4,717,527 1,408,204 1,408,205 34,074 48,010 1,545,909 2,372,040 39,648,761 38,971,108 2,954,113 3,780,245 Other Total 25. Net equity 25.1 Subscribed and paid-in capital The Corporation’s equity as of 31 December 2012 and 31 December 2011 presented a balance amounting to CLP th 457,867,231, composed of a total 6,520,000,000 shares without nominal value that have been totally subscribed and paid-in. The Corporation has issued only one series of common shares, which enjoy equal voting rights without priority whatsoever. Non-current 12-31-2012 12-31-2011 CLP TH CLP TH 25.2 Dividends A dividend of CLP 5.241 per share was approved at an ordinary shareholders meeting held 27 April 2012. Payment of this dividend was made 16 May 2012. An additional dividend amounting to CLP 0.02 per share was approved at an ordinary shareholders meeting held 27 April 2012. This dividend was paid 16 May 2012. An final dividend amounting to CLP 5.054 per share was approved at an ordinary shareholders meeting held 27 April 2012. This dividend was paid 2 May 2011.. Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 25.3 Minimum dividend As of 27 October 2010 and in conformity with Newsletter N° 1945 de 29 September 2009 and Newsletter N° 1983 dated 30 July 2010, the Walmart Chile S.A Board of Directors decided not to apply ajustment to “income (loss), attributable to the controlling interest owners” for the purpose of determining liquid earnings to be considered when calculating obligatory and additional minimum dividends. As of 31 December 2012, a provision has been recorded for minimum dididends amounting to CLP th 34,690,772 (CLP th 35,457,288 as of 31 December 2011), which is determined based on the 30% indicated in Corporations Law N°18,046. 25.4 Accumulated income (loss) As part of the financial statements consolidation process, technical reappraisal (allowed by technical bulletin N° 54 “Reappraisal of Fixed Assets”) affecting the property, plant and equipment and accumulated equity income (loss) items was eliminated 31 December 2010. However, since the Corporation started exhaustive IFRS auxiliary formulation, asset by asset, for the property, plant and equipment item in 2011, it subsequently detected that the aforementioned elimination of technical reappraisal had already been absorbed during the implementation process. This was done as part of the one-time reappraisal permitted by IFRS 1 “First-time Adoption of International Financial Reporting Standards” and thus the aforementioned items were presented undervalued by CLP th 2,311,407. Consequently, these balances have been reexpressed in these financial statements. This adjustment did not change the results for the fiscal year and therefore income per share was not affected. 25.5 Other reserves 25.5.1 Currency conversion reserve This item reflects earnings accumulated due to fluctuations in exchange rates by converting financial statements of subsidiaries whose operational currency is different from that of the Group (Chilean pesos). 25.5.2 Other reserves These correspond to the reversal of share capital revaluation for the 2009 fiscal year in accordance with Securities and Insurance Supervisor Newsletter N° 456 dated 20 June 2008 and incorporated in capital issued in accordance with the provisions of Law 18,046, Article 10, second paragraph. Movement of other reserves as of 31 December 2012 and 31 December 2011 is presented as follows: Changes in other reserves attributable to the holders of net equity Changes in other reserves instruments Conversion Other of the parent Statement of changes in net equityreservesreservescompany, total CLP TH CLP TH CLP TH Inital balance 01-01-2011 (133,254) 9,943,850 9,810,596 Comprehensive revenue and expenses results 73,146 - 73,146 Other increases (decreases) in net equity (67,899) (593) (68,492) Changes: Changes in equity Final balance as of 12-31-2011 5,247 (593) 4,654 (128,007) 9,943,257 9,815,250 (193,477) - (193,477) Changes: Comprehensive revenue and expenses results Other increases (decreases) in net equity Changes in equity Final balance as of 12-31-2012 - 336 336 (193,477) 336 (193,141) (321,484) 9,943,593 9,622,109 153 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 25.6 Equity interest held by non-controlling companies Composition of non-controlling equity interests as of 31 December 2012 and 31 December 2011 is presented as follows: Detail of non-controlling equity interests 12-31-2012 12-31-2011 Income (loss) Income (loss) Percentage of attibutable attibutable non-controlling to to Country interest Non-holding non-controlling Non-holding non-controlling Name of of in equity equity equity equity subsidiary origin subsidiariesinterestinterestinterestinterest 2012 2011 CLP TH CLP TH CLP TH CLP TH Supermercados Almac S.A. Chile 0.0001 0.0001 78 1 59 1 Walmart Chile Inmobiliaria S.A. Chile 0.0056 0.0056 27,138 2,260 25,031 3,140 Administradora de Concesiones Comerc.de Hiper. S.A. Chile - - - - - 9,496 Inversiones Walmart Chile Ltda. Chile - - - - - 102 - - 27,216 2,261 25,090 12,739 Total 26. Income 26.1 Revenue from ordinary activities Details of ordinary revenue for the fiscal years ending 31 December 2012 and 2011 are presented as follows: Types of ordinary revenue Revenue from inventory sales Revenue from financial services Revenue from leasing Total ordinary revenue 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH 2,744,707,806 2,442,764,493 113,689,147 130,043,460 34,405,016 31,675,264 2,892,801,969 2,604,483,2177 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 27. Composition of significant results 27.1 Administrative expenses Details of the main administrative and operating expenses for the fiscal years ending 31 December 2012 and 31 December 2011 are presented as follows: Expenses by nature Salaries and wages Depreciation and amortization Other service expenses Trade receivable impairment 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH 267,140,497 253,073,500 74,364,249 64,721,849 129,437,249 113,478,818 2,876,554 2,330,934 LEASES 35,409,215 30,290,565 Electricity 24,830,787 25,329,311 Maintenance 16,720,904 13,401,598 4,287,778 4,564,605 555,067,233 507,191,180 Other administrative expenses Total expenses by nature 27.2 Depreciation and amortization Details of depreciation and amortization expenses are provided for fiscal years ending 31 December 2012 and 31 December 2011 as follows: Depreciation and amortization 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH Depreciation 67.494.077 58.753.534 Amortization 6.870.172 5.968.315 74.364.249 64.721.849 Total 155 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 27.3 Financial revenue and expenses included in the income statement Details for items included as finanical revenue and expenses for fiscal years ending 31 December 2012 and 31 December 2011 are presented as follows: Financial results 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH 953,277 2,208,500 14,365 19,147 - 25,228 967,642 2,252,875 Interest on bank loans (7,451,435) (3,062,109) Interest on bonds (4,851,314) (4,104,742) (13,044,165) (13,044,767) (1,920,946) (1,572,774) (16,765) (17,608) 1,783,056 1,816,275 - (748,612) (25,501,569) (20,734,337) Financial income Interest on financial investment instruments Interest in related companies Other financial income Total financial revenue Financial costs Interest on promissory notes Leasing interest Interest on bank guarantees Capitalized interest Other financial costs Total financial costs 27.4 Exchange rate difference The exchange rate difference balance for the fiscal years ending 31 December 2012 and 31 December 2011 is presented as follows: Item detail Currency 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH Cash and cash equivalentsUS$ 48,987 12,826 Other financial assetsUS$ (3,509,987) 322,464 Fees receivable, non-current - (47,350 ) Loans accruing interestUS$ 4,821,272 (1,068,846 ) Accounts payable and other accounts payable, currentUS$ (1,605,348) (5,991,902 ) (245,076) (6,772,808 ) Total - Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 27.5 Other income by function The other income by function balance for the fiscal years ending 31 December 2012 and 31 December 2011 is presented as follows: Item detail 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH Profit from sale of investments - 18,341,079 Income from successive purchases, IFRS 3 (*) - 10,726,057 Portfolio sales 1,061,327 - Profit from the sale of intangible assets 1,587,767 1,539,269 Credit notes not received 3,368,960 - Other revenue 5,143,575 4,424,439 11,161,629 35,030,844 Total other income by function (*) See details in note on business mergers. 27.6 Other expenses by function The balance of other expenses by function as of 31 December 2012 and 31 December 2011 is presented as follows: Item detail 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH Advertising 22,084,734 21,292,453 Travel expenses 906,168 4,174,887 Donations 766,933 882,025 1,841,401 1,476,560 10,605,099 9,056,271 36,204,335 36,882,196 Impairment of fixed assets Other expenses Total 28. Income after taxes Income tax charged to results amounts to a total CLP th 29,358,766 for the fiscal year ending 31 December 2012 and to CLP th 22,558,779 for the fiscal year ending 31 December 2011, indicated as follows: Income tax expense (revenue) by current and deferred parts (presentation) 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH Expense for current taxes 40,093,606 33,743,585 Adjustments to current tax in the former period (4,212,783 ) 6,768,620 Other expenses for current taxes (10,432,997 ) 18,785 Total current net tax expenses 25,447,826 40,530,990 Deferred expense (income) related to the creation and reverlas of temporary differences 3,910,940 (17,972,211 ) Total deferred tax expenses, net 3,910,940 (17,972,211 ) 29,358,766 22,558,779 Income tax expenses (income) 157 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Income tax expenses (income) from foreign and national divisions (presentation) 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH 3,754 24,038 Current tax expenses (revenue), domestic 25,444,072 40,506,952 Total net current tax expenses 25,447,826 40,530,990 Net deferred tax expenses (revenue), domestic 3,910,940 (17,972,211 ) Total net deferred income tax 3,910,940 (17,972,211 ) 29,358,766 22,558,779 Current tax expenses (revenue), foreign Net deferred tax expenses (revenue), foreign Income tax expenses (revenue) The following table shows reconciliation of income tax recorded and that resulting from application of the legal rate for the fiscal years ending 31 December 2012 and 31 December 2011: Reconciliation of tax expenses at the legal rate and for tax expenses at the effective rate 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH Tax expenses using the legal rate 28,999,386 27,292,660 Net tax price level restatement (2,862,091) (5,051,240) (302,185) 199,645 Effect of reorganization (3,182,805) (886,389) Ajustment for tax losses 6,617,621 1,117,558 Other increase (decrease) in charges for legal taxes 88,840 (113,455) Tax expense adjustments using the legal rate, total 359,380 (4,733,881) 29,358,766 22,558,779 Effect of rate changes Tax expense using the effective rate 29. Earnings per share Basic earnings per share are calculated by dividing earnings attributable to the Corporation’s common shareholders between the weighted average of common shares in circulation that year, excluding, if any, common shares acquired by the company and kept as treasury shares. Basic earnings (losses) per share Earnings (loss) attributable to the holders of equity instruments in the net equity of the parent company Other increases (decreases) in the calculation of earnings available to common shareholders Earnings available to common shareholders, basic Average weighted number of shares, basic Basic earnings (losses) per share (CLP per share) There are no dilutive effects affecting this index. 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH 115,635,906 113,891,781 - - 115,635,906 113,891,781 6,520,000,000 6,520,000,000 17.74 17.47 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 30. Contingencies, lawsuits and other restrictions 30.1 Direct commitments ʭʭ Direct guarantees: The Corporation does not have any direct guarantees for Group loans as of 31 December 2012. ʭʭ Indirect commitments: The Corporation does not have any indirect guarantees for Group loans as of 31 December 2012. 30.2 Management restrictions or limits to financial indicators financial statements. The subsidiary Walmart Chile Inmobiliaria S.A. currently complies with this indicator. These restrictions were standardized and adjusted to IFRS in 2011, requiring only the rephrasing of certain terminology used. As of 31 December 2012, the Walmart Chile Group does not have any direct restrictions or restrictions through its subsidiaries in addition to those formerly indicated in the bank loans or other financial instruments item. 30.3 Legal proceedings According to the Walmart Chile S.A. bond issuing contract (SVS Securities Registry N°492), no compliance with financial indicators or limits is required. As of 31 December 2012, the Corporation and its subsidiaries had lawsuits pending against them for claims related to the normal course of operations. According to legal advisors, most of these claims do not pose risks of significant losses. According to indirect subsidiary Walmart Chile Inmobiliaria S.A. bond issuing contracts (SVS Securities Registry N°162 and N° 463), Walmart Chile Inmobiliaria S.A. must comply with the following financial indicators and limits, which are determined using the Corporation›s consolidated financial statements presented quarterly to the Securities and Insurance Supervisor (SVS.) and to Banco Santander, the bondholder›s agent. The Corporation recognizes a provision for lawsuits classified in the expenses expense provision account in current liabilities, which is calculated in accordance with a case-by-case evaluation by the Corporation’s attorneys. This provisions all lawsuits with a greater than 50% chance of losing by the estimated maximum amount to be paid and then multiplies this amount by the effective payment ratio over the last twelve months. ʭʭ LLeverage, understood as the quotient between total liabilities and total equity, must be less than 1.3. The indicator comes to 0.7 times as of 31 December 2012 and the subsidiary Walmart Chile Inmobiliaria S.A. currently meets this leverage indicator. The Corporation recognizes a provision for lawsuits classified in the expenses expense provision account in current liabilities, with the total cases in which the Corporation and its subsidies are being sued, grouped by subject as follows: ʭʭ Real estate assets with value greater than or equivalent to UF 12,000,000, undestood as real estate assets defined, according to the financial statements format, as the sum of: i) Property, plant and equipment, (sites and buildings, fixed installations and accessories) in the consolidated financial statements and ii) investment property in the consolidated financial statements corresponding to sites where, at the respective time of calculation, there is construction, works, installations or stores that can be commercially exploited or leased and these must remain leased, either directly or indirectly through its subsidiary to Walmart Chile S.A , or to any related company. These contracts must be valid until 31 October 2025. As of 31 December 2012, the indicator came to UF 36,674,494 and the subsidiary Walmart Chile Inmobiliaria S.A. currently complies with this limit. ʭʭ Civil lawsuits: 146 lawsuits against the company with a total associated amount of CLP th 9,975,587. 111 of these lawsuits have been evaluated by the Corporation’s attorneys, with a greater than 50% chance of losing, with an associated provision amounting to CLP th 709,594. ʭʭ Labor lawsuits: 158 lawsuits against the company for an associated amount of CLP th 1,440,104. 122 of these lawsuits have been evaluated by the Corporation’s attorneys, with a greater than 50% chance of losing, with an associated provision amounting to CLP th 147,455. ʭʭ Lawsuits for violation of Consumer Protection Law: 702 lawsuits in which the Corporation and/or its subsidiaries are accused, reported and/or sued, with a total associated amount of CLP th 5,099,252. 634 of these lawsuits have been evaluated by the Corporation’s attorneys with a greater than 50% chance of losing, with an associated provision amounting to CLP th 681,955. ʭʭ Maintain equity amounting to over UF 12,000,00 at a consolidated level reflected in each of the quarterly 159 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 ʭʭ Other infringement lawsuits: 124 infringement lawsuits with an associated total of CLP th 263,426. 116 of these lawsuits have been evaluated by the Corporation’s attorneys with a greater than 50% chance of losing, with an associated provision amounting to CLP th 59,054. ʭʭ The following legal proceedings for payment of the balance owed to Walmart Chile S.A. for the sale of Supermercados Ekono S.A. shares to Disco S.A., both of which are Argentinian companies are reported: “As of 10 August 2011, Walmart Chile S.A. (“WMC”), Servicios Profesionales y de Comercialización Limitada (“SPC”), Jumbo Retail Argentina S.A. (“Jumbo”), Disco Ahold International Holdings N.V. (“DAIH”) and Koninklijke Ahold N.V. (“Ahold”), signed a Settlement Agreement, by virtue of which, without recognizing actions or rights and only for the purpose of settlement, Ahold paid WMC the total and final amount of US$ 3,250,000. As the consequence of this payment, WMC and SPC committed –in themselves and on behalf of their controlling, controlled or related companies, their current and former shareholders, directors, managers, personnel, agents and/or attorneys– to (i) desist from any action or claim of any kind, against Jumbo, DAIH and Ahold, related to: (a) the lawsuit orginially filed by D&S against Ahold at District Court Haarlem, Netherlands; (b) the lawsuit originally filed by D&S and SPC against DAIH at the Courts of the Dutch Antilles; and (c) arbitration orginally filed by D&S against Disco S.A. (currently Jumbo) in Buenos Aires, Argentina; (ii) totally, irrevocably and finally releasing DAIH from the obligations it had taken on as guarantor of Disco S.A. (currently Jumbo) in the Su- permercados Ekono S.A. share sale contract dated 23 December 1999; (iii) desist from filing any future action or claim against Jumbo, DAIH and/or Ahold, its controlling, controlled or related companies, current and former shareholders, directors, managers and/ or personnel, for any reason or cause related to lawsuits and arbitration mentioned in foregoing letters (a), (b) and (c). In turn, in virtue of the same agreement, Ahold, DAIH and Jumbo, desisted from filing any future action or claim against WMC and/or SPC, their controlling, controlled or related companies, directors, managers and/or personnel, for any reason or cause related to the lawsuits and arbitration mentioned in foregoing letters (a), (b) and (c). Regarding the aformentioned agreement, WMC withdrew its nullity claim following the arbitration award made 3 June 2011 during arbitration brought against Disco S.A. (currently Jumbo) referred to in foregoing letter (c); and WMC desisted from bringing the case for appeal before the Court of Appeals at The Hague in the case previously referred to in letter (a).“ ʭʭ As of 31 December 2012, a collective lawsuit is currently underway with SERNAC for “Violation of the collective interest of consumers due to failure to comply with Law 19,496”. The Santiago Court of Appeals revoked the decision that had declared the collective lawsuit inadmissable 28 September. SERNAC filed a cassational complaint 17 October regarding the form and substance in order for the Supreme Court to revoke its declaration of the lawsuit being inadmissable. A ruling by the Supreme Court regarding admissibility of cassational complaints is currently being awaited. 31. Staff distribution Corporation staff distribution for the fiscal years ending 31 December 2012 and 31 December 2011 is presented as follows: Walmart Walmart Chile Chile Comercial Negocio Negocio Negocio Staff S.A. S.A. retail inmobiliario financieroTotal 31-12-1231-12-11 31-12-1231-12-11 31-12-1231-12-11 31-12-1231-12-11 31-12-1231-12-11 31-12-1231-12-11 Managers and executives 7 9 87 79 222 196 29 25 22 25 367 334 Professionals and technical personnel - - 446 364 2,630 2,411 158 149 162 146 3,396 3,070 Colloborators 1 1 745 775 38,571 352475 356 351 1,714 1,842 41,387 38,444 Total 8 10 1,278 1,218 41,423 382082 543 525 1,898 2,013 45,150 41,848 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 32. Environment Although the Corporation’s investments have essentially focused on supporting its business practices, these have internalized best environmental practices related to energy efficiency, waste recycling, transport, availability of green spaces and the adoption of environmentally friendly technologies. 33. Subsequent events As of 01 January 2013, Walmart Chile Comercial Ltda., previously known as Inversiones Presto Tres Ltda. and as Administradora de Créditos Comerciales Presto Ltda. before that merged with Walmart Chile Comercial S.A. The latter was absorbed and consequently the Corporation was dissolved. All of its assets and liabilities were transferred to the acquiring Corporation. A new agreement was signed between Walmart Chile S.A. and Inversiones Australes Dos Ltda. in February 2013, reducing the interest rate from 4.315% to 3.89%. This new rate is applicable over UF 6,200,000 of the total capital owed by Walmart Chile to Inversiones Australes Dos for a loan made in December 2009 (total capital owed: UF 9,735,731.21). No other significant subsequent events have occurred after 31 December 2012 and the date these financial statements were issued. 34. Business mergers Inversiones Walmart Chile Limitada, a subsidiary of Walmart Chile S.A., purchased the remaining 50% interest in the related companies Alimentos y Servicios S.A. and Inversiones Solpacific S.A. 15 July 2011, thereby taking 100% control of the aformentioned companies, since the other 50% was already owned by other related companies. Description of the acquisition process La Corporation has based its purchasing process for the companies Alimentos y Servicios S.A. and Inversiones Solpacific S.A. on its continual search for cost efficiency through the integration of synergies to obtain higher production levels in the companies it acquires, and passing on the lower purchase prices for inputs that Walmart Chile obtains thanks to commercial agreements it maintains with its suppliers that result from large volume purchases. This strategy allows the company to offer customers the best variety of high-quality products at the lowest prices. In accordance with the above, in the negotiating process the company agreed to pay a purchase price higher than the fair value of the assets of the companies acquired based on future flows that would be obtained by the aforementioned synergies, thus generating goodwill that was recorded by the purchasing company. a) Alimentos y Servicios S.A. Alimentos y Servicios S.A. was established by public deed 26 June 1995. Its purpose is to a) make, sell and distribute all kinds of foods and prepared foods and all food products in general, in house or externally; b) purchase, sell, import, export, distribute and sell, directly or indirectly, all kinds of movable goods; and c) in general, directly or indirectly perform all acts and celebrate contracts related to this purpose. The purchase price for 50% of the shares of Alimentos y Servicios S.A. was CLP th 11,822,570. Due to the business merger, goodwill amounting to CLP th 21,635,197 has been recorded in the financial statements of Walmart Chile S.A. and its subsidiaries. Goodwill value had dropped by CLP th 425,417 as of 31 December 2012. This variation is mainly due to returns stemming from the difference between the purchase price and variation in the acquisition adjustment value. 161 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Summarized statement of financial position at fair value on the date of acquisition: ITEM CLP TH ITEM Current assets 16,416,794 Property, plant and equipment 21,256,905Non-current liabilities Other non-current assets CLP TH Current liabilities 26,111,404 10,068,492 493,640Patrimonio Total assets 1,987,443 38,167,339Total liabilities Controlling portion 38,167,339 CLP th 1,987,443 Determination of goodwill: DETAILS Purchase price Minus: Portion purchased Goodwill generated CLP TH 11,822,570 993,722 10,828,848 Plus: Result of successive purchase IFRS3 R 7,862,214 Subsequent purchase price adjustments 2,944,135 Goodwill as of 31 December 2011 Goodwill impairment Goodwill as of 31 December 2012 b) Inversiones Solpacific S.A. Inversiones Solpacific S.A. was established 5 March 1993 for the purpose of a) investing in all kinds of tangible and intangible movable goods, managing those investments and receiving the benefits thereof; and b) acquiring and disposing of all kinds of real estate, managing them and receiving the benefits thereof. The purchase price for 50% of the shares of Inversiones Solpacific S.A. was CLP th 216,694. As a result of the business merger, Walmart Chile S.A. has recorded goodwill amounting to CLP th 7,988,234 in its financial statements. Goodwill stemming from the acquisition process has not evidenced any variation as of 31 December 2012. 21,635,197 (425,417) 21,209,780 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 Summarized statement of financial position at fair value on the date of acquisition: ITEM CLP TH ITEM CLP TH Current assets 3,051,952 Property, plant and equipment 3,984,929Non-current liabilities Current liabilities 11,851,593 3,152,198 Other non-current assets 61,653Patrimonio (7,905,258) Total assets 7,098,534 7,098,534Total liabilities Controlling interest CLP th (7,905,258) Determination of goodwill: DETAILS CLP TH Purchase price 216,694 Minus: Portion purchased (3,952,629) Goodwill generated 4,169,323 Plus: Result of successive purchase IFRS3 R 2,863,843 Subsequent purchase price adjustments 955,068 Goodwill as of 31 Diciembre 2012 and 31 December 2011 7,988,234 35. Non-current assets or groups of assets classified as held for sale The balance of non-current assets or disposal groups classified as held for sale as of 31 December 2012 and 31 December 2011 are listed as follows: Details of non-current assets or groups of assets for disposal classified as held for sale 12-31-2012 CLP TH 12-31-2011 CLP TH Sites - 6,158,823 Total non-current assets or groups of assets for disposal classified as held for sale - 6,158,823 In 2011 the company decided to reclassify the site known as “El Molino” to the category of asset held for sale. The site has an area of 113,474 m2 and is located in the municipality of Quilicura in the Metropolitan Region. The value of the asset held for sale corresponds to the lower value resulting from the comparison between the book value and the reasonable value less estimated sale costs, which has not generated effects on income during the fiscal year. There are no effects on income related to impairment losses on these assets held for sale. The Corporation sold the site known as “El Molino” during the third quarter of 2012, generating profits amounting to CLP th 1,534,173. 163 Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 36. Pro-forma cash flow status, direct method The Securities and Insurance Supervisor established by means of Newsletter N° 2058 dated 03 February 2012 that based on the financial statements dated 31 March 2013, all entities recorded in the Securities Registry and in the Special Registry of Reporting Entities, with the exception of insurance companies, were to report the statement of cash flow for operating activities using the direct method, establishing that companies which have presented statements of cash flow using the indirect method would have to present in addition to presentation financial statements dated 31 December 2012, a statement of cash flow using the direct method in a pro-forma and non-comparative format. The aforementioned statement of cash flow has been prepared in accordance with pro-form requirements indicated by the aforementioned Newsletter and considering the provisions of IAS 7 included in the Normas Internacionales de Información Financiera. DIRECT PRO-FORMA CASH FLOW STATEMENT 12-31-2012 CLP TH Cash flow from (used in) operating activities Categories of operating activity charges Charges from the sale of goods or provision of services Other charges for operating activities 3,623,763,949 2,234,281 Payment categories Payment to suppliers for the supply of goods and services Payment to and on behalf of employees Other payment for operating activities (3,086,751,351) (238,566,531) (37,843,306) Net cash flows from (used in) the operation 262,837,042 Reimbursed income (loss) taxes (55,439,291) Other cash inflows (outflows) 11,637,086 Net cash flows from (used in) operating activities 219,034,837 Cash flow from (used in) investment activities Other charges due to the sale of equity or debt instruments belonging to other entitities 150,569,769 Other payments for purchasing equity or debt instruments from other entities (150,569,769) Loan payment to related entities Amounts from the sale of property, plants and equipment Property, plants and equipment purchased Intangible assets purchased 7,945,321 (178,238,018) (9,883,864) Amounts from other long-term assets 100,000 Cash flows from (used in) investment activities (180,076,561) Walmart Chile S.A. and Subsidiaries Notes to the consolidated financial statements Corresponding to the fiscal years ending 31 december 2012 and 2011 DIRECT PRO-FORMA CASH FLOW STATEMENT 12-31-2012 CLP TH Cash flows from (used in) financing activities Amounts from loans 1,320,154,376 Amounts from short-term loans 1,320,154,376 Loan reimbursement (1,280,520,203) Liability payment for financial leasing (5,755,748) Loan payment to related entities (13,079,643) Dividends paid (34,305,339) Interest paid (24,187,189) Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents, before the effect of exchange rate variations (37,693,746) 1,264,530 Effects of exchange rate variations on cash and cash equivalents Effects of exchange rate variations on cash and cash equivalents Net increase (decrease) in cash and cash equivalents 48,867 1,313,397 Cash and cash equivalents at the start of the period 42,544,982 Cash and cash equivalents at the end of the period 43,858,379 165 Inversiones walmart chile limitada and subsidiaries Classified consolidated financial statements As of 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) ASSETS 12-31-2012 CLP TH 12-31-2011 CLP TH Cash and cash equivalents 42,952,378 38,023,809 Other current financial assets 19,392,604 40,243,620 5,893,989 5,113,740 301,332,617 282,067,917 2,450,524 - 245,144,638 217,100,494 51,744,278 28,403,084 668,911,028 610,952,664 - 6,158,823 CURRENT ASSETS Other current non-financial assets Trade and other receivables, current Accounts receivable from related companies, current Inventories Current tax assets Total current assets other than assets or asset groups for disposal classified as held for sale or to be distributed to owners Non-current assets or asset groups for disposal classified as held for sale Non-current assets or asset groups for disposal - 6,158,823 668,911,028 617,111,487 Other non-current non-financial assets 13,871,364 12,798,032 Collection rights, non-current 65,074,924 79,466,270 Intangible assets other than goodwill 21,537,549 18,171,017 classified as held for sale or to be distributed to owners Total current assets NON-CURRENT ASSETS 29,523,393 29,948,810 1,095,498,732 990,979,953 Investment property 110,757,739 112,358,448 Deferred tax assets 56,571,394 47,054,865 Total non-current assets 1,392,835,095 1,290,777,395 Total assets 2,061,746,123 1,907,888,882 Goodwill Property, plant and equipment Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados Inversiones walmart chile limitada and subsidiaries Classified consolidated financial statements As of 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) LIABILITIES 12-31-2012 CLP TH 12-31-2011 CLP TH 48,965,268 47,418,490 Trade and other accounts payable, current 472,225,538 441,794,914 Accounts payable to related companies, current 508,162,860 421,010,079 CURRENT LIABILITIES Others financial liabilities, current 3,570,638 7,373,567 - 27,457,987 27,715,549 28,924,615 4,935,010 6,944,969 1,065,574,863 980,924,621 113,853,962 115,943,355 8,126,441 7,659,209 37,480,529 23,560,575 - 92,061 2,935,700 2,918,129 162,396,632 150,173,329 1,227,971,495 1,131,097,950 Capital issued 491,854,585 491,854,585 Accumulated income (losses) 211,714,083 157,145,182 Other reserves 106,429,757 106,414,993 809,998,425 755,414,760 23,776,203 21,376,172 833,774,628 776,790,932 2,061,746,123 1,907,888,882 Other current provisions Current tax liabilities Employee benefit provisions, current Other non-financial liabilities, current Total current liabilities NON-CURRENT LIABILITIES Others financial liabilities, non-current Accounts payable to related companies, non-current Deferred tax liabilities Non-current provisions for employee benefits Other non-financial liabilities, non-current Total non-current liabilities Total liabilities EQUITY Equity attributable to controlling interest owners Minority interests Total equity Total equity and liabilities Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados 167 Inversiones walmart chile limitada and subsidiaries Consolidated income statement by function For fiscal years ending 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) INCOME STATEMENT BY FUNCTION 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH Revenue from ordinary activities 2,891,243,002 2,617,734,874 Cost of sales (2,090,815,400) (1,844,270,729) Gross income 800,427,602 773,464,145 Other income, by function 11,113,496 10,042,763 Distribution costs (31,823,514) (23,249,381) (548,496,807) (555,602,287) (35,108,534) (34,752,884) 1,571,538 (15,666) (59,883) 1,143,465 (21,286,420) (20,341,892) - (187,143) (251,043) (6,984,717) (8,121,569) (7,643,121) 167,964,866 135,873,282 (30,982,914) (17,546,898) 136,981,952 118,326,384 135,000,795 116,482,069 1,981,157 1,844,315 136,981,952 118,326,384 Administrative expenses Other expenses, by function Other income (loss) Financial income Financial costs Share in income (losses) of subsidiaries and joint businesses reported using the equity method Exchange rate differences Income per indexation units Income (loss) before taxes Income tax expense Income (loss) Income (loss) attributable to: Income (loss), attributable to controlling interest owners Income (loss), attributable to minority interests Income (loss) Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados Inversiones walmart chile limitada and subsidiaries Consolidated comprehensive income statement For fiscal years ending 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) FOR THE FISCAL YEAR ENDING COMPREHENSIVE INCOME STATEMENT Note 01-01-2012 01-01-2011 12-31-2012 12-31-2011 CLP TH CLP TH Income (loss) 136,981,952 118,326,384 Exchange rate conversion differences - - Available-for-sale financial assets - - Cash flow hedging - - Income tax related to components of other comprehensive income - - Other components of other comprehensive income before taxes - - Total comprehensive income 136,981,952 118,326,384 Comprehensive income attributable to controlling interest owners 135,000,795 116,482,069 Comprehensive income attributable to minority interests 1,981,157 1,844,315 Total comprehensive income 136,981,952 118,326,384 Components of other comprehensive income, before taxes Comprehensive income attributable to Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados 169 Inversiones walmart chile limitada and subsidiaries Consolidated statement of changes in equity For fiscal years ending 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) Equity as of 31 December 2012: Equity Reserves forattributable currencyOther Accumulated to Capital conversionmisc.Otherincome controlling Minority Total issueddifferencesreservesreserves (losses)interest interestsequity owners Initial balance current period as of 01-01-2012 491,854,585 - 106,414,993 106,414,993 157,145,182 755,414,760 21,376,172 776,790,932 IIncrease (decrease) for error correction Restated initial balance - 491,854,585 - - - - - - - - 106,414,993 106,414,993 157,145,182 755,414,760 21,376,172 776,790,932 - - Changes in equity - Comprehensive income --Income (loss) 135,000,795 135,000,795 1,981,157 136,981,952 - - - - Comprehensive income135,000,795 1,981,157 136,981,952 Other comprehensive income - - - - Dividends (80,000,000) (80,000,000) (80,000,000) Increase (decrease) due to transfers and other changes - - 14,764 14,764 (431,894) (417,130) 418,874 1,744 Total changes in equity - - 14,764 14,764 54,568,901 54,583,665 2,400,031 56,983,696 Final balance for current period 12-31-2012 491,854,585 0 106,429,757 106,429,757 211,714,083 809,998,425 23,776,203 833,774,628 Equity as of 31 December 2011: Equity Reserves forattributable currencyOther Accumulated to Capital conversionmisc.Otherincome controlling Minority Total issueddifferencesreservesreserves (losses)interest interestsequity owners Initial balance for current period 01-01-2011 491,854,585 - 106,414,993 Increase (decrease) for error correction - 106,414,993 97,612,063 695,881,641 20,533,105 716,414,746 - - - - - - - 106,414,993 106,414,993 97,612,063 695,881,641 20,533,105 716,414,746 - - - Comprehensive income - - Restated initial balance 491,854,585 Changes in equity Income (loss) - 116,482,069 116,482,069 1,844,315 118,326,384 Other comprehensive income - - - - - Comprehensive income - 116,482,069 1,844,315 118,326,384 Dividends - 25,951,050 25,951,050 - 25,951,050 Decrease (increase) due to other distribution to owners - - - - (82,900,000) (82,900,000) - (82,900,000) Increase (decrease) due to transfers and other changes - - - - - - (1,001,248) (1,001,248) Total changes in equity - - - - 59,533,119 59,533,119 843,067 60,376,186 Final balance for current period 12-31-2011 491,854,585 - 106,414,993 106,414,993 157,145,182 755,414,760 21,376,172 776,790,932 - - Inversiones walmart chile limitada and subsidiaries Consolidated indirect cash flow statement For fiscal years ending 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) INDIRECT CASH FLOW STATEMENT 2-31-2012 CLP TH 12-31-2011 CLP TH Cash flow from (used in) operating activities Income (loss) 136,981,952 118,326,384 Adjustments for Income tax expense 30,982,914 17,546,898 Adjustments for income (loss) reconciliation Adjustments for decreases (increases) in inventories (24,744,241) (35,333,095) Adjustments for decreases (increases) in trade accounts receivable (39,939,232) (92,891,212) Adjustments for decreases (increases) in other accounts receivable from operating activities (58,897,598) (62,215,640) Adjustments for increases (decreases) in trade accounts payable 33,581,671 57,744,766 Adjustments for increases (decreases) in other accounts payable from operating activities (5,175,319) (4,560,707) Adjustments for depreciation and amortization expenses 72,502,318 62,279,328 1,841,399 1,476,560 30,254,764 62,613,264 251,043 6,984,717 2,400,031 843,067 - 195,679 8,087,280 (20,634,112) - (25,072,611) Adjustments for value impairment (reversals of impairment losses) recognized in the fiscal period Adjustments for provisions Adjustments for unrealized losses (gains) in foreign currency Adjustments for minority interests Adjustments for undistributed income from subsidiaries Others adjustments for items other than cash Adjustments for losses (gains) for disposal of non-current assets Other adjustments so that effects on cash are cash flows from investment or financing Total adjustments for reconciliation of income (loss) Net cash flows from (used in) operating activities 5,979,244 5,931,791 57,124.274 (25,091,307) 194,106.226 93,235,077 Cash flows from (used in) investment activities Cash flows from loss of control of subsidiaries or other businesses - 30,000,000 Cash flows used to obtain control of subsidiaries or other businesses - (12,039,524) (166,435,726) (137,131,121) (10,753,066) (3,659,457) 7,443,340 - (169,745,452) (122,830,102) Purchases of property, plant and equipment Purchases of intangible assets Amounts from the sale of property, plant and equipment Net cash flows from (used in) investment activities Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados 171 Inversiones walmart chile limitada and subsidiaries Consolidated indirect cash flow statement For fiscal years ending 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) INDIRECT CASH FLOW STATEMENT 2-31-2012 CLP TH 12-31-2011 CLP TH Cash flows from (used in) financing activities Payment for other equity interests Short-term loan amounts Loans corresponding to related companies Loan payment Liability payments for financial leases Interest paid Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents, before the effect of exchange rate changes (80,000,000) (82,900,000) 234,554,122 533,643 79,186,616 103,918,370 (241,564,386) (9,502,003) (5,755,748) (678,784) (5,895,828) (5,961,468) (19,475,224) 5,409,758 4,885,550 (24,185,267) Effects of exchange rate variations on cash and cash equivalents Effects of exchange rate variation on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the start of the period Cash and cash equivalents at the end of the period Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados 43,019 335,291 4,928,569 (23,849,976) 38,023,809 61873,785 42,952,378 38,023,809 Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 1. Reporting entity Inversiones Walmart Chile Ltda., hereinafter the “Corporation”, incorporated in Chile 03 November 2006 and domiciled in the city of Santiago, Chile. Its corporate purpose is to invest in movable and immovable assets, tangibles and intangibles, such as shares, share pledges, bonuses, installments or interests in all types of commercial or civil corporations, communities or associations and all types of securities and other instruments. The Corporation agreed to change the company’s firm name from Inversiones D&S Chile Ltda. to Inversiones Walmart Chile Ltda. at a special shareholders meeting held 20 May 2011.. 2. Basis of preparation The main accounting policies used for the formulation of these consolidated financial statements are described as follows. These policies have been designed based on International Financial Reporting Standards (hereinafter IFRS) and their interpretations, issued by the International Accounting Standards Board (hereinafter “IASB”) in effect as of 31 December 2012 and 31 December 2011, considering Securities and Insurance Supervisor (hereinafter SVS) additional information requirements, which do not contradict IFRS, and which are uniformly applied to all periods presented in these financial statements. The information contained in these consolidated financial statements is the responsibility of the group’s Board of Directors, which expressly states that it is aware of the information contained in these consolidated financial statements and is responsible for the information contained in these financial statements, as well as the application of the principles and criteria included in the IFRS and standards issued by the SVS. These financial statements were approved by the Board of Directors 27 March 2013. 2.1. Consolidated financial statements These consolidated financial statements for Inversiones Walmart Chile Ltda. and its subsidiaries for the fiscal year ending 31 December 2012 have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations in effect as of 31 December 2012 and considering Securities and Insurance Supervisor (SVS) additional information requirements, which do not contradict IFRS. 2.2. Basis of measurement These consolidated financial statements have been prepared in accordance with the historical cost principle, except for the valuation of certain financial assets and liabilities (including derivative financial instruments) that are valued at fair value. (See note on financial instruments). Preparation of these consolidated financial statements in accordance with IFRS requires the use of certain critical accounting calculations. It also requires the Administration to exercise judgment in the process of applying the Corporation’s accounting policies. In the note on managing estimates and critical judgment or criteria, we have included information about areas that require a greater degree of judgment or complexity, or areas where the hypotheses and estimates are significant for the consolidated financial statements. The consolidated financial statements are presented using income statements by function and the consolidated indirect cash flow statement. Some comparative financial statement balances from 2011 were reclassified in order to ensure these would be consistent with the 31 December 2012 financial statements. 2.3. Functional and presentation currency The consolidated financial statements are presented in Chilean pesos, which is the functional and presentation currency of the company. All of the group’s companies based in Chile have determined that their functional currency is the Chilean peso and that items included in the financial statements of each entity are measured using that currency. All information is presented in thousand of Chilean pesos and has been rounded to the nearest unit, unless stated otherwise. 173 Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 2.4. New standards and interpretations issued. Invalid standards and interpretations At the date these consolidated financial statements were issued, certain amendments, improvements and interpretations have been published. These came into force during the 2012 fiscal year and have been adopted by the Corporation. These standards became mandatory as of the dates indicated below: New standards, improvements and amendments Mandatory application for financial years starting: Amendment to IFRS 1 First-time adoption 07-01-2011 Amendment to IFRS 7Financial instruments: information to be disclosed 07-01-2011 Amendment to IAS 12Income tax 01-01-2012 Amendment to IAS 1Presentation of financial statements 07-01-2012 The new standards, improvements and/or amendments are described as follows: IFRS 1 “First-time Adoption of International Financial Reporting Standards” Issued in December 2010, this discusses exemptions due to severe hyperinflation. It allows companies whose transition date comes after functional currency normalization to value assets and liabilities at fair value as attributed costs and to remove fixed date requirements. It also adjusts the fixed date included in IFRS 1 to the transition date for operations involving the reduction of financial assets and assets or liabilities to fair value for income under initial recognition. IFRS 7 “Financial Instruments: Disclosures” Issued in October 2010, this standard increases disclosure requirements for transactions involving the transfer of financial assets. No comparative information is required for the first year of application. IAS 12 “Income Taxes” Issued in December 2010, this amendment provides an exception to the general principles of IAS 12 for investment properties measured using the fair value model contained in IAS 40 “Investment property”. The exception also applies to investment property acquired in a business merger if the purchaser applies the fair value model contained in IAS 40 after the business merger. This amendment incorporates the assumption that investment properties valued at fair value are realized through sale and therefore a tax rate must be applied to temporary differences stemming from these for sales operations. Early adoption is allowed. IAS 1 “Presentation of Financial Statements” Issued in June 2011. The main change in this amendment is that Other Comprehensive Income must be classified and grouped, determining if these will be potentially reclassified for income in subsequent periods. Early adoption is allowed. Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 In addition, at the date that these consolidated financial statements were issued, amendments, improvements and interpretations of current standards have been published. These have not entered into force and the Corporation has not adopted these in advance. These will become mandatory as of the dates listed below: New standard, improvement or amendment Mandatory application for fiscal years starting: IFRS 11Joint arrangements 01-01-2013 IFRS 12Disclosure of interests in other entities 01-01-2013 IFRS 13Fair value measurement 01-01-2013 IAS 19Employee benefits 01-01-2013 IAS 28Investments in associates and joint ventures 01-01-2013 IFRIC 20Stripping costs in the production phase of a surface mine 01-01-2013 IFRS 7Financial instruments: disclosures 01-01-2013 IFRS 1First-time adoption of International Financial Reporting Standards 01-01-2013 IAS 1Presentation of financial statements 01-01-2013 IAS 16Property, plant and equipment 01-01-2013 IAS 34Interim financial reporting 01-01-2013 IAS 32Presentation of financial instruments 01-01-2013 IAS 32Financial instruments: presentation 01-01-2014 IAS 27Separate financial statements 01-01-2014 IFRS 10 01-01-2014 Consolidated financial statements IFRS 9Financial instruments The Corporation’s administration believes that none of these standards will have a significant effect on the consolidated financial statements when applied, if required. IFRS 11 “Joint arrangements” IFRS 11 replaces IAS 31 Interests in joint ventures and IAS 13 Jointly controlled entities - non-monetary contributions by venturers. IFRS 11 uses some of the same terms used in IAS 31, but with different meanings. Whereas IAS 31 identifies three types of joint ventures, IFRS 11 describes two types of joint arrangements (joint ventures and joint operations) when there is joint control. Since IFRS 11 uses the principle of control from IFRS 10 to identify control, the determination of whether there is joint control may change. In addition, IFRS 11 removes the option of using proportionate consolidation to account for jointly controlled entities (JCEs). Instead, JECs that meet the definition of joint ventures must be accounted for using the equity method. For joint operations, which include jointly controlled assets, former jointly controlled operations and initial jointly controlled operations (JCEs), an entity must declare its existing assets, liabilities, revenue and expenses. The issuing of IFRS 11 changed IAS 01-01-2015 28 to a limited extent regarding issues related to associated entities and control entities available for the sale and changes of interests remaining in associated entities and jointly controlled entities, which must be disclosed in that event. IFRS 12 “Disclosure of interests in other entities” IFRS 12 includes all disclosures previously described in IAS 27 related to consolidation and also disclosures previously included in IAS 31 and IAS 28. These disclosures are referred to in interests related to an entity, joint arrangements and structured entities and associates. A number of new disclosures are also required, which must be disclosed in that event. IFRS 13 “Fair value measurement” IFRS 13 establishes standard guidelines as to how to measure fair value, when this is required or allowed by IFRS. This does not change when an entity is required to use fair value. The standard changes the definition of fair value - Fair value: The price that would be received to sell an asset or paid to transfer a liability in an orderly Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 transaction between market participants at the measurement date (a starting price). In addition, this standard incorporates new disclosures, which must be disclosed in that event. IAS 19 “Employee benefits” On 16 June 2011 the IASB published amendments to IAS 19, Employee Benefits, which changed accounting requirements for set benefit plans and termination benefits. These amendments required recognition of changes in obligations for specified benefits and in plan assets when these take place, eliminating the broker focus and accelerating the recognition of past services. Changes in the obligatory nature of specified benefits and plan assets are broken down into three components: service costs, net interest over net liabilities (assets) for specified benefits and net liability (asset) remediation for specified benefits. Net interest is calculated using a return rate for high quality corporate bonds. This could be less than the rate currently used to calculate expected return over plan assets, leading to lower profits during the fiscal year. These amendments are applicable to annual periods starting on or after 1 January 2013 and early application is allowed. Retrospective application is required with certain exceptions, which must be disclosed in that event. IAS 28 “Investments in associates and joint ventures” Issued in May 2011, IAS 28 Investments in associates and joint ventures determines accounting requirements for investments in associates and establishes requirements for application of the interest method when accounting for investments in associates and joint ventures, which must be disclosed in that event. IFRIC 20 “Stripping costs in the production phase of a surface mine” Issued in October 2011, this standard regulates stripping costs in the production phase of a mine as an asset, as well as initial and subsequent measurement of this asset. In addition, the interpretation requires mining entities that present financial statements in accordance with IFRS to punish existing stripping costs assets against accumulated profits when these cannot be attributed to an identifiable component of a deposit, which must be disclosed in that event. IFRS 7 “Financial instruments: disclosures” An amendment to IFRS 7 was issued in December 2011. This amendment requires entities to disclose the effects or possible effects of financial instrument compensation agreements on the entity’s financial position in financial information. This standard is applicable starting 1 January 2013, which must be disclosed in that event. IFRS 1 “First-time adoption of International Financial Reporting Standards” Issued in March 2012. This provides an exception with retroactive application to the recognition and measurement of loans received from the Government at the transaction date. Early adoption is allowed, which must be disclosed in that event. IAS 1 Presentation of financial statements “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraphs 10, 38 and 41, eliminated paragraphs 39-40 and added paragraphs 38A-38D and 40A-40D, which clarify the difference between voluntary additional comparative information and the minimum comparative information required. The minimum comparative period generally required is the former period. An entity is required to include comparative information in notes related to the financial statements when this entity voluntarily provides comparative information beyond the minimum comparative period required. The additional comparative period does not need to contain a complete set of financial statements. In addition, initial balance sheet amounts (known as the third balance) must be presented under the following circumstances: when an entity changes its accounting policies; makes retroactive restatements or reclassifications, and this is the change that exerts a material effect on the balance sheets. The initial amount stated in the balance sheets would be at the start of the former period. However, in contrast with voluntary comparative information, related notes do not have to be included in the third balance. Entities will be required to apply this amendment retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting 1 January 2013. Early application is allowed, which must be disclosed in that event. IAS 16 “Property, plant and equipment” “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraph 8. This amendment clarifies that replacement parts and auxiliary equipment that comply with the definition of property, plant and equipment are not inventory. Entities will be required to apply this amendment retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting 1 January 2013. Early application is allowed, which must be disclosed in that event. 175 Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 IAS 34 “Interim financial information” “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraph 16A. This amendment clarifies requirements in IAS 34 related to information held by operating segments regarding total assets and liabilities for each of the operating segments in order to improve coherence with the requirements of IFRS 8 Operating Segments. The amended paragraph 16A establishes that the total assets and liabilities for a specific operating segment shall only be disclosed when the amounts are regularly measured by senior management and when there is a material change in how information disclosed in the former financial statements is compared for this operating segment. Entities will be required to apply this amendment retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting 1 January 2013. Early application is allowed, which must be disclosed in that event. IAS 32 “Financial instruments: presentation” “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraphs 35, 37 and 39 and added paragraph 35A, indicating that tax for income shared with an entity’s shareholders is to be accounted for in accordance with IAS 12 Income taxes. This amendment eliminated the existing income tax requirements in IAS 32 and requires entities to apply IAS 12 requirements to any tax for income distributed to an entity’s shareholders. An entity will apply these amendments retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting as of 1 January 2013. Early application is allowed, which must be disclosed in that event. Amendments to IAS 32 issued in December 2011 are designed to clear up differences regarding the relative application of compensation and to reduce the level of diversity in current practices. This standard is applicable as of 1 January 2014 and early adoption is allowed. IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, IAS 27 “Separate Financial Statements” Amendments made to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Participation in Other Entities and IAS 27 Separate Financial Statements stem from the Exposure Draft on Investment Entities published in August 2011. These amendments define investment entities and introduce an exception for consolidating certain subsidiaries belonging to investment entities. These amendments require investment entities to assess these subsidiaries at fair value with changes made to income statements in accordance with IFRS 9 Financial Instruments in their separate consolidated financial statements. These amendments also introduce new disclosure requirements regarding investment entities in IFRS 12 and in IAS 27. Entities are required to apply amendments to annual periods starting 1 January 2014, which is to be disclosed in this case. Early application is allowed. IFRS 9 “Financial Instruments” This standard introduces new requirements for the classification and measurement of financial assets, allowing early application. It requires all financial assets to be fully classified based on the entity’s business model for managing financial assets and contractual cash flow characteristics of financial assets. Financial assets under this standard are measured at either amortized cost or fair value. Only financial assets classified as having been measured at amortized cost shall be tested for depreciation. Their application is effective for annual periods starting on or after 1 January 2015, which is to be disclosed in this case. Early adoption is allowed. 3. Significant accounting policies The accounting policies established hereinafter have been consistently applied to the consolidated financial statements and have been consistently applied to all of the group’s companies. 3.1. Basis of consolidation 3.1.1 Subsidiaries Subsidiaries are defined as all entities that the Walmart Chile Group controls. When determining whether the company controls another entity, the existence and effect of potential voting rights that are actually exercisable or convertible are taken into consideration. Subsidiaries are consolidated as of the date when control is transferred and they are excluded from consolidation at the time such control terminates. The acquisition method is used to account for the acquisition of subsidiaries. Acquisition cost is the reasonable value of assets delivered, equity instruments issued and liabilities incurred or assumed the date of the transaction. Identifiable assets acquired and the identifiable liabilities and contingencies assumed in a business merger are initially valued at their fair value at the date of acquisition, regardless the extent of minority interests. Acquisition Inversiones walmart chile limitada and subsidiaries 177 Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 cost in excess of the company’s fair value in the share of identifiable net assets required is recognized as purchased goodwill. If the acquisition cost is lower than the fair value of the acquired subsidiary’s net assets, the difference is directly recognized in the income statement. Consolidation eliminates inter-company transaction balances, as well as unrealized expenses and income for transactions between consolidated entities. Losses stemming from a transaction between consolidated entities are also eliminated, unless the transaction provides evidence of loss due to depreciation of the transferred asset. Accounting policies of subsidiaries are modified when necessary in order to ensure uniformity with policies adopted by Walmart Chile Group. The Corporation does not own any special purpose entities. Direct, first-line subsidiaries included in the consolidation and related companies from the different business segments are listed as follows: TAX LIST NUMBER Corporation Name Direct Share percentage (%) 12-31-2012 Indirect Total 12-31-2011 Total 96.829.710-4Walmart Chile Comercial S.A. and subsidiaries (*) - 100 100 100 95.723.000-8Walmart Chile Servicios Financieros Ltda. and subsidiaries (**)(****) - 100 100 100 96.519.000-7Walmart Chile Inmobiliaria S.A. and subsidiary (***) - 99.9963 99.9963 All of the entities controlled by the company have been included in this consolidation. (*) Sociedad Comercial D&S S.A. changed its firm name to Walmart Chile Comercial S.A. 1 July 2011. This change was agreed to at a special shareholders meeting held 29 April 2011. (**) Servicios Financieros D&S S.A. changed its firm name to Walmart Chile Servicios Financieros S.A. 1 July 2011. This change was agreed to at a special shareholders meeting held 28 April 2011. (***) Sociedad Anónima Inmobiliaria, Terrenos y Establecimientos Comerciales changed its firm name to Walmart Chile Inmobiliaria S.A. 1 July 2011. This change was agreed to at a special shareholders meeting held 27 April 2011. (****) Walmart Chile Servicios Financieros S.A. changed its firm name to Walmart Chile Servicios Financieros Ltda. 31 August 2012. This change was agreed to at a special shareholders meeting held 31 August 2012. The subsidiary Inversiones Walmart Chile Ltda. purchased the remaining 50% stake in the subsidiary companies Alimentos y Servicios S.A. and Inversiones Solpacific S.A. 15 July 2011. These corporations are therefore presented as consolidated in these financial statements. A reorganization process for the retail segment corporations was completed in 2011. This process meant the merger of all corporations operating under the supermarket and hypermarket formats into two new legal entities that currently operate under these formats. This process simplified the Walmart Chile S.A. corporate structure in order to support the company’s growth, make the taxation process more efficient and provide flexibility for future needs in the business. As part of this process, two new corporations called Inversiones Pacifico LLC and Walmart Chile Comercial LLC were created. These respectively purchased minority stakes in Inversiones Walmart Chile Ltda. and Walmart Chile Comercial S.A. The company completed a corporate reorganization process for the financial segment in 2012. This process divided Sociedad Administradora de Créditos Comercial Presto Ltda. and a new corporation bearing the same name was founded. The new corporation is responsible for managing the Presto card while the former Administradora de Créditos Comercial Presto Ltda. was renamed Inversiones Presto Tres Ltda. Its corporate purpose and firm name were subsequently modified and the company became Walmart Chile Comercial Ltda. In addition, as part of this process, the corporation Inversiones Cordilleras LLC was founded. This corporation purchased a majority stake in Inversiones Renta Presto S.A.. 99.9963 Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 3.1.2 Transactions and uncontrolled interests The Inversiones Walmart Chile Group applies the policy of treating transactions with uncontrolled interests as if these were transactions with Group shareholders. In the case of purchasing non-controlling interests, the difference between any compensation paid and the corresponding share in the book value of net assets purchased from the subsidiary are recognized in equity. Income and losses due to write-offs that benefit the minority share are also recognized in equity, as long as control is maintained. 3.2. Subsidiaries Subsidiaries are all of the entities that the Inversiones Walmart Chile Group influences a significant influence on but does not control. This is generally accompanied by an interest amounting to between 20% and 50% of the voting shares. Investment in subsidiaries is accounted for by means of the equity method and this is initially recognized by cost. Inversiones Walmart Chile Group’s investment in subsidiaries includes purchased goodwill identified in the acquisition, net of any losses due to accumulated depreciation. The Inversiones Walmart Chile Group’s participation in losses or gains after the purchase of its related companies or subsidiaries is recognized in the balance sheets by function and is included in the “Participation in income (loss) of subsidiaries accounted for using the income equity method” line item, and its participation in equity movement after the purchase that does not include results is assigned to the corresponding equity reserves (and indicated as corresponding in the other comprehensive income statements). When the Inversiones Walmart Chile Group’s participation in an associate’s losses are equivalent to or higher than its interest in the same, including any other uninsured account receivable, the Inversiones Walmart Chile Group does not recognize additional losses, unless it has incurred in obligations and made payment on behalf of the associate. Unrealized gains from transactions between the Inversiones Walmart Chile Group and its related companies are eliminated based on the Corporation’s interest share in these related companies. Unrealized losses are also eliminated, unless the transaction provides evidence of losses due to depreciation of the asset transferred. The accounting policies of its subsidiaries are modified when required in order to ensure uniformity with policies adopted by the Corporation. Dilution gains or losses in related companies or subsidiaries are recognized in the comprehensive income statements. There are no subsidiaries as of 31 December 2012 and 31 December 2011. 3.3. Exchange rate and indexation units. Assets and liabilities held in foreign currencies and those set in unidades de fomento are presented at the following respective exchange rates and closing values: Date $CLP / US$ $CLP / U.F. 12-31-2011 519,20 22.294,03 12-31-2012 479,96 22.840,75 3.4. Transactions in foreign currency Transactions in foreign currency are expressed at the exchange rate on the transaction date. Monetary assets and liabilities in foreign currencies at the balance date are expressed in Chilean pesos at the exchange rate on that date. Exchange rate differences arising from currency translation are recognized in the income statements by function. Non-monetary assets and liabilities measured at historical cost on the basis of foreign currency are translated using the exchange rate on the transaction date. Non-monetary assets and liabilities in foreign currencies and valued at their fair value are translated to Chilean pesos at the exchange rate at which said fair value was determined. 3.5. Property, plant and equipment Property, plant and equipment is recorded at cost and presented net of their accumulated depreciation and accumulated impairment, except for land, which is not subject to depreciation. This cost includes the acquisition price and all costs directly related to the location of the asset at the place and the conditions necessary so that it can operate as planned by the Management, if this exists, as well as the initial estimate of the costs of dismantling, removing or partially removing the asset, as well as remediation of the place where it is located, for which the Corporation is responsible. Inversiones walmart chile limitada and subsidiaries 179 Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 Construction or works underway include, among other, the following concepts incurred during the construction period:: Estimated useful lives for the current and comparative periods are listed as follows: ʭʭ Buildings : 50 years ʭʭ Terminations : 15 years ʭʭ Installations : 15 to 20 years ʭʭ Equipment at properties : 15 to 20 years ʭʭ Exterior works : 20 years Personnel costs and other of an operating nature directly related to construction. ʭʭ Vehicles : 4 years ʭʭ Machinery : 4 to 5 years Expansion, modernization or improvement costs that represent an increase in productivity, capacity or efficiency and therefore an extension of the useful life of goods are capitalized as greater cost of the corresponding goods. Periodic maintenance, conservation and repair costs are recorded against income as a cost for the fiscal period in which they are incurred. A property, plant and equipment element is written off at the time of its disposal or when future economic benefits are no longer expected from its use or disposal. Any profit or loss arising from this asset being written off (calculated as the difference between the net value of disposal and the asset’s book value) is included in the income statements by function in the fiscal year in which the asset is written off. ʭʭ Furniture and office supplies : ʭʭ ʭʭ Financial costs related to external financing that are directly attributable to construction. Activated financial costs are obtained by applying the weighted average cost of long-term financing associated to parent company loans to average cumulative investment susceptible to non-financed activation specifically, as indicated in IAS 23R. Depreciation is calculated over the depreciable amount, which corresponds to the cost of an asset or another amount that substitutes for the cost, minus its residual value. Depreciation is recognized in income statements in a linear fashion over the estimated useful lives of each part of a property, plant or equipment item, since these more accurately represent the exception consumption pattern of future economic benefits related to the asset. Assets leased under financial lease contracts are depreciated over the shortest period between the lease and their useful lives, unless it is reasonably certain that the Group will acquire the property at the end of the lease period. When parts of a property, plant and equipment item have different useful lives, these are recorded as separate property, plant and equipment items (important components). 3 to 4 years Methods used to determine depreciation, useful lives and residual values are revised in each fiscal year and prospectively adjusted if necessary. When the value of an asset is higher than its estimated recoverable amount, its value immediately declines to its recoverable value through the application of depreciation tests. Losses and gains from property, plant and equipment sales are calculated by comparing income obtained to the book value and are then included in the income statements by function. 3.6 Investment property Investment property is real estate (land and buildings) held to obtain economic benefits from rental or capital appreciation. Investment property and investment property under construction are recorded at cost and presented net of their accumulated depreciation and accumulated impairment, with the exception of land, which is not subject to depreciation. Acquisition cost and all other costs associated to investment property, as well as the effects of depreciation and treatment of asset write-offs are recorded in the same way as property, plant and equipment, as indicated in foregoing point 3.5. Estimated economic useful lives for the main elements of investment property are listed as follows: ʭʭ Buildings : 50 years ʭʭ Terminations : 15 years ʭʭ Installations : 15 to 20 years Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 The residual values of assets, useful lives and depreciation methods are reviewed when preparing financial statements each year. These are adjusted if required as a change in prospective estimates. Transfers to investment property only occur when there is a change in use evidenced by the end of occupation by owners, the start of an operating lease to another party or the end of construction or development. Transfers from investment property only occur when there is evidence of a change in use evidenced by the start of occupation by an owner or if development is started with expectations to sell and the fair value as of the reclassification date becomes its cost for subsequent accounting. 3.7 Intangible assets 3.7.1 Purchased goodwill Purchased goodwill is the difference between excess acquisition cost over the fair value of Inversiones Walmart Chile Group’s share in the identifiable net assets of subsidiaries or related companies at the date of acquisition. Purchased goodwill related to acquisition of subsidiaries in included in the goodwill line item. Purchased goodwill related to acquisitions of subsidiaries is included in investment in subsidiaries, accounted for using the equity method, and is subjected to impairment testing together with the total amount of associated investment. Purchased goodwill is separately subjected to impairment testing on an annual basis and is valued at cost minus accumulated losses due to depreciation. Gains and losses from the sale of an entity include the book value of purchased goodwill related to the entity sold. The cash-generating unit is defined as the smallest group of assets for which independent cash flow can be identified. In this context, the Corporation has determined that this condition is met at each individual store considered. Purchased goodwill is assigned to cash-generating units for impairment testing. This is distributed between those cash-generating units or groups of cash-generating units expected to benefit from the business merger that created the goodwill. The existence of purchased goodwill depreciation is measured on an annual basis. The greater value from acquisition of an investment or business merger is credited directly to the income statements by function. Purchased goodwill does not have a specific useful life. 3.7.2 Commercial rights and trademarks Commercial rights and trademarks have an indefinite useful life and are recorded at cost minus accumulated depreciation. Impairment testing is conducted annually at an individual level or at the cash-flow generating level.. 3.7.3 Computer programs Computer software licenses acquired and developed by third parties are capitalized on the basis of costs incurred to acquire and prepare for using a specific program minus amortization and losses due to accumulated depreciation. Amortization is calculated on a linear basis and its effect on income is presented in the administrative expenses line item. The estimated useful lives for the current and comparative periods range between 4 and 6 years. Expenses related to the development or maintenance of computer programs are recognized as expenses when these are incurred. 3.8 Financing costs Interest costs incurred for construction of any qualified asset classified under the property, plant and equipment line item are capitalized over the period of time required in order to complete and prepare the asset for the intended use, according to IAS 23R. Other interest costs are recorded in income (expenses). 3.9 Impairment of non-financial assets Assets with an indefinite useful life are not subject to amortization and are subjected to impairment testing on an annual basis. Assets subject to depreciation or amortization are subjected to impairment testing when some event or change in circumstances indicates that the book value may not be recoverable. The recoverable amount of an asset or cash-generating unit is the greater value between its value in use and its fair value, minus sale costs. In order to determine value in use, future estimated cash flows are deducted from its present value using a discount rate before tax that reflects current market assessment over the temporary value of money and the specific risks an asset may have. In order to assess depreciation, assets that cannot be individually tested are grouped together in the smallest asset group that generates cash inflows from continued use, which are independent of cash inflows from other assets or asset groups (the “cash generating unit”). Depending on the date when an operating segment’s value is tested for the purpose of goodwill impairment testing, the cash-generating units that have been assigned goodwill are added together so that the level impairment is tested Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 at reflects the lowest level at which goodwill is monitored for internal reporting purposes. The Group’s corporate assets do not generate separate cash inflows. If there is any indication that a corporate asset may be impaired, the recoverable amount is determined and assigned for the cash-generating unit the corporate asset belongs to. Impairment is recognized if the book value of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statements. Impairment losses recognized in relation to cash-generating units are assigned first, in order to reduce the book value of any goodwill assigned to the units and then to reduce the book value of other assets in the unit (group of units) on a pro rata basis. Impairment loss for goodwill is not reverted. With regard to other assets, impairment losses recognized in previous periods are evaluated at least once per year in pursuit of any indication that the loss has been reduced or has disappeared. An impairment loss is reverted if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is only reverted to the extent that the book value of the asset does not exceed the book value that would have been determined, net of depreciation or amortization, if the impairment loss had not been recognized. Goodwill that is part of the book value of an investment in a related company is not recognized separately and is consequently not subjected to separate impairment tests. Instead, the total amount invested in a subsidiary is tested for impairment as a unique asset when there is objective evidence that the investment may be impaired. As indicated in the note on criteria for property, plant and equipment, when the value of an asset is greater than its estimated recoverable amount, its value is immediately reduced to the recoverable amount through recognition of impairment losses. Impairment losses amounting to CLP 1,841,399,000 were declared 31 December 2012. Property, plant and equipment impairment losses amounting to CLP 1,476,560,000 were declared 31 December 2011. 3.10 Categories of non-derivative financial instruments The Inversiones Walmart Chile Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and accounts receivable, and available for sale. Classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at the time of initial recognition. 3.10.1 Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for negotiation or designated as financial assets at fair value through profit or loss when initially recognized. A financial asset is classified in this category if it is acquired mainly for the purpose of selling the asset in the short term. Assets in this category are classified as current assets. 3.10.2 Loans and accounts receivable Loans and accounts receivable are non-derivative financial assets with fixed or ascertainable payments that are not quoted on the active market. Assets in this category are classified as current, except for those with maturities longer than 12 months from the date that the balance sheets were issued, which are classified as non-current assets. Loans and accounts receivable include trade and other accounts receivable and receivable rights. 3.10.3 Available-for-sale financial assets Available-for-sale financial assets are non-derivatives assigned to this category or which are not assigned to any of the other categories. These are included in non-current assets unless management plans to dispose of the investment within 12 months from the date the financial statements were issued. 3.10.4 Recognition and measurement of financial assets Acquisition and disposal of financial assets are recognized at the negotiation date, which is to say the date when the Inversiones Walmart Chile Group commits to acquire or sell the asset. Financial assets are initially recognized at their fair value plus transaction costs, for all financial assets not charged at fair value through profit or loss. Transaction costs include fees and commissions paid to agents (including employees who act as sales agents), consultants and intermediaries, rates established by regulatory agencies and stock exchanges, as well as taxes and other duties to 181 Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 which the transaction is subject. Transaction costs do not include premiums or discounts for debt, financial costs, maintenance costs or internal administrative costs. Financial assets at fair value through profit or loss are initially recognized at their fair value and transaction costs are changed to income. companies. These derivative financial instruments are initially recognized at fair value at the date the respective contract is signed and are measured again at fair value thereafter. Derivatives are recorded in the other financial assets line item if they have a positive value and in the other financial liabilities line item if they have a negative fair value. Financial assets are written off for accounting purposes when the rights to receive cash flows from investments have expired or have been transferred and the Inversiones Walmart Chile Group has substantially transferred all risk and benefits of ownership. Any profit or loss arising from changes in the fair value of derivatives during the fiscal year is directly recorded in the income statement by function in the income statements by function in the other income or expenses line item. Available-for-sale financial assets and financial assets at fair value through profit or loss are recorded at their fair value (with a balancing entry in other comprehensive income and income, respectively). These instruments were designated for negotiation at the time of issue. However, these provide hedging against financial risk. Loans and accounts receivable are recorded at their amortized cost according to the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial asset or liability (or a group of financial assets or liabilities) and charged to financial income or expense throughout the relevant period. The effective interest rate is a discount rate that ensures that the estimated cash flows to be received or paid over the expected lifetime of the financial instrument (or, when appropriate, over a shorter period) are the same as the net book amount of the financial asset or liability. In order to calculate the effective interest rate, an entity will estimate cash flows considering all contractual conditions for the financial instrument. Gains and losses arising from changes in the fair value of financial assets to fair value through profit or loss are included in the income statements by function for the fiscal period in which these changes in fair value are generated. Dividend income from financial assets at fair value through profit or loss and available for sale are recognized in the income statements by function in the other income line item once the Inversiones Walmart Chile Group’s right to receive dividend payments has been established. 3.11 Derivative financial instruments The Inversiones Walmart Chile Group uses derivative financial instruments such as interest rate swap and currency forward contracts to hedge against risks related to fluctuations in interest rates and exchange rates that affect its financial obligations to banks and related The Corporation has declared that there are no implicit derivatives in its contracts as of 31 December 2012 and 31 December 2011. 3.12. Depreciation of financial assets A financial asset that is not recorded at fair value through profit or loss is assessed at each balance date to determine if there is objective evidence of impairment. A financial asset is impaired if there is objective evidence that a loss event has occurred after initial recognition of the asset and that this loss event has had a negative effect on future cash flows of the asset that can be reliably calculated. The Group uses variables based on arrears, cash flows related to charges to customers, recoveries, customer segments, product types, the amount of loss incurred and comparisons with recognized practices in the financial market, adjusted according to current economic and credit conditions that are likely to result in real losses being greater or lower than those suggested by historical trends. An impairment loss related to a financial asset valued at amortized cost is calculated as the difference between the asset’s book value and the present value of estimated future cash flows, discounted at the effective interest rate. Losses are recognized in the income statements and are reflected in a provision account against accounts receivable (see chart on impairment of trade and other accounts receivable and unpaid with impairment, in the note on Trade and the other accounts receivable item). Interest on the impaired asset will continue to be recognized through reversal of the effective rate. When a subsequent event causes a reduction in the loss amount, this reduction is reversed in the income statements . Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 3.13 Inventories Inventories are valued at the acquisition cost or net realizable value as of 31 December 2011, whichever is lower. Net realizable value represents the estimated sales value of inventories during the normal course of business, minus all remaining production costs (own manufactured goods) and costs required in order to execute the sale. The costing method corresponds to the weighted average price. Stock in transit is valued at acquisition cost. Imports in transit are recorded when they are found under categories that transfer risks and benefits to the Corporation, i.e. “FOB”. Commercial discounts, other discounts and other similar items are recognized as a reduction in the sale cost of products sold or the value of stock. These agreements are part of a public document “General terms and conditions for provisioning merchandise”, which was designed to establish the terms and conditions that regulate relations between Walmart and its Suppliers. The Corporation only recognizes the benefits of these agreements with suppliers when there is evidence of the agreement, when benefit amounts can be reasonably estimated and reception is likely. The Corporation modified the method used for valuation of non-perishable inventories held at points of sale to the retail cost method as of the 2012 fiscal year. Cost was determined using the average cost or net realization value methods, whichever was lower, up until the 2011 fiscal year. The new costing method is determined by deducing the inventory sale price, a percentage of the average gross margin associated to each commercial department. The percentage applied considers the mark down of stock that has been valued below its original sale price. In order to properly record its stock, the company makes estimates for damage and obsolescence of its inventories. These estimates are based on historical experience and are reviewed at the annual closure date for the financial statements. 3.14 Trade and other accounts receivable Trade and other accounts receivable are initially recognized at their fair value (a nominal value that includes implicit interest) and subsequently at their amortized cost according to the effective interest rate method, minus any reduction for value impairment. An estimate is established for impairment losses of trade receivables when there is objective evidence that the company will not be able to collect all amounts owed in accordance with the original terms of the accounts receivable. Some indicators of possible impairment of accounts receivable are debtors› financial difficulties, the likelihood of the debtor entering into bankruptcy or financial reorganization and non-compliance or failure to make payment, as well as experience regarding the behavior and characteristics of the overall portfolio. In order to assess and record impairment, the portfolio is segmented by type of debtor and credit up to the levels considered appropriate. Trade receivables presently include only operations that can be classified as consumption and therefore information about these receivables only refers to this concept. Impairment estimates are based on a loss approach that aims to capture objective evidence of the impairment of operations, which enables the company to predict which future flows will not be received as agreed. Payment expectations are also considered in terms of the amount and timing and the valuation of such losses based on the difference between contractual flows and flows adjusted for impairment. The latter are updated at the effective loan interest rate. The amount associated to impairment estimation is presented net of trade and other accounts payable and its effect on income is recognized by recording it as part of administrative expenses. 3.15. Cash and cash equivalents Cash and cash equivalents include cash balances, bank and other investments in fixed income mutual fund shares in Chilean pesos that mature in less than three months and present low risk of any change in value. Any existing overdrafts are classified in the balance sheets as loans in current liabilities at amortized cost. 3.16 Share capital Share capital is represented by contributions paid. 3.17 Trade and other accounts payable Trade and other accounts payable are recognized at amortized cost, which is not different from their nominal value, since average payment time is reduced. 3.18 Loans and other financial liabilities The group initially recognizes debt instruments issued and financial liabilities on the date of their origination. All other financial liabilities (including liabilities designated at fair value through profit or loss) are initially recognized at the transaction date when the group becomes a party to the contractual provisions of the instrument. 183 Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 The group writes off a financial liability when its contractual obligations are settled or expire. Loans, public obligations and financial liabilities of a similar nature are initially recognized at their fair value, net of costs incurred in the transaction. These are subsequently valued at amortized cost and any difference between the funds obtained (net of the costs necessary to obtain them) and the reimbursement value is recognized in the income statement over the life of the debt according to the effective interest rate method.. 3.19 Income taxes and deferred income taxes Income taxes recorded in the income statement by function for the first year includes current and deferred income taxes. Income taxes are directly recognized in the income statement by function except for those related to items that are directly recognized in equity. Current income tax is tax expected to be paid for the year, calculated using rates in effect at the date of the balance sheet and also includes any adjustment to tax to be paid for previous years. Deferred income tax is calculated considering differences between the book value of assets and liabilities reported for financial purposes and the amounts used for tax purposes. Deferred taxes are valued at tax rates expected to be applied when the temporary differences are reversed, based on laws that have been approved or are about to be approved as of the balance sheet date. Deferred tax assets and liabilities are presented in net form if there is an enforceable legal right to adjust current tax liabilities and assets for current taxes, and these are related to the income tax applied by the same tax authority to the same taxpaying entity, or to different taxpaying entities, but the current tax liabilities and assets are to be settled in net form, or its tax assets and liabilities will be realized at the same time. Deferred tax assets are recognized to the extent that there will likely be future taxable profits against which these assets could be utilized. Deferred tax assets are reduced to the extent that the related benefit will not likely be obtained. The Corporation does not record deferred taxes for temporary differences arising between investments in subsidiaries and related companies, since the date when these will revert is monitored and these are not likely to revert in the foreseeable future. Deferred tax assets are recognized for unused tax losses, tax credits and temporary deductible differences to the extent that future taxable gains will likely exist against which these can be used. Deferred tax assets are reviewed at each balance sheet date and are reduced when it is not likely that the related tax benefits will be obtained. 3.20 Employee benefits Employee benefits are recognized when there is a current legal or construction obligation to pay the amount as the result of a service provided by the employee in the past and the obligation can be reliably estimated. 3.20.1 Employee vacations The Corporation recognizes employee vacation expenses to the extent that this right is earned. This is a shortterm obligation that is recorded at nominal value. 3.20.2 Incentives The Corporation provides an annual incentive plan for its employees for meeting goals and individual contributions to income. Incentives, which are eventually delivered, consist of a certain number or portion of monthly salaries and are recognized when they are likely to be paid and the amount can be reliably estimated. 3.21 Provisions Provisions are recognized when the group has a present (legal or constructive) obligation as a result of a past event and it is likely that a resource disbursement, including economic benefits, will be required to settle the obligation and a reliable estimate of the amount owed can be made. When the group expects part or all of the provision to be reimbursed, for example under an issuance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. Expenses related to any provision are presented in the income statement net of any reimbursement. If the effect of the value over time of the money is material, provisions are discounted using a rate that reflects, when appropriate, the specific risks of the liability. When the discount is used, the increased value of the provision owing to the passage of time is recognized as a financial cost. A provisions for onerous contracts is recognized when the economic benefits the Group anticipates from the contract are less than the inevitable costs of complying with the contract obligations. The provision is recognized at the present value of the lesser of the anticipated costs of settling the contract and the anticipated net Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 cost of continuing with the contract. Prior to establishing a provision, the group recognizes any impairment loss of the assets associated with the contract. As of 31 December 2012 and 31 December 2011, the group has not used provisions of this kind. maturity date and up until invoicing (inclusive). On the invoicing date, interest is projected as of the date after invoicing and up until the date of maturity. ʭʭ Interest is projected up until the end of the month when this credit matures the next month and the second projects in from the first day of the month until the day before maturity. ʭʭ Default interest: interest calculated based on the customer’s overdue debt. This is calculated on a daily basis or project according to a parameterized default rate. This interest is charged daily starting on the maturity date and up until invoicing (inclusive). On the invoicing date, interest is projected from the day after invoicing to the date of maturity. When the loan installment matures the next month, interest is projected to the end of the month, and a second projection is made from the first day of the month until the day before maturity. 3.22 Revenue from ordinary activities Ordinary revenue includes the fair value of the considerations received or to be received for the sale of goods and services in the ordinary course of the Corporation’s activities. Ordinary revenue is presented net of sales tax, returns and discounts. The Corporation recognizes revenue when the amount of the same can be reliably calculated, when future economic benefits are likely to be received by the entity and the specific conditions are met for each of the Corporation’s activities. Accurate valuation of the amount of revenue is not considered possible until all contingencies related to the sale of the good or service provision have been settled. Revenue from the sale of merchandise is recognized in the income statement when the significant risks and benefits of ownership of goods are transferred to the buyer. Revenue is not recognized if there is significant uncertainty regarding collection, associated costs, possible return of goods or continued administrative involvement in this revenue. Income from financial interest and adjustments is accrued as a function of the issuing of consumer loans based on pending capital payment, and is recognized using the effective interest rate method. The effective interest rate is the discount rate that exactly balances the cash flows to be received with the net book value of the asset. Calculation of the effective interest rate, when corresponding to commissions and other paid items such as transaction costs, is incremental and directly attributable to the transaction. The Corporation ceases to recognize financial income when recovery is considered to be highly unlikely. The main operations that generate financial interest income are listed as follows: ʭʭ Installment loan interest: interest agreed to at the effective date of the transaction and which is calculated by applying the rate (in basis 365) to the unpaid loan balance when the installment is invoiced. ʭʭ Line of credit or revolving interest: interest calculated for the revolving debt or use the customer makes of his or her line of credit. This is calculated on a daily basis or project according to a parameterized revolving rate. This interest is charged daily starting on the Income from commissions is recognized in the consolidated income statement using different criteria, depending on the nature of these commissions. Those that correspond to a single act are recorded directly in the income statement. Those stemming from transactions or services that occur over time are accrued over the credit term. Income from the lease of investment property is recognized in the income statement using the linear method during the rental period. Other services are recognized on an accrual basis depending on the conditions established in the contracts and business agreements. Income from insurance brokerage is recognized in accordance with how the service is rendered, based on the term agreed with the insurance companies. Walmart Chile continues to operate a customer loyalty program known as “Mi Club Lider”. Each time a customer purchases an eligible product or service, whether at Walmart Chile or at a related business, he or she receives “Lider pesos,” which can be exchanged for products in the next quarter. According to IFRIC 13, each time a customer buys a product that generates “Lider pesos,” the amount received is proportionately assigned to the products purchased and these “Lider pesos” become income deferred in liabilities until they are used. The amount of the deferred income includes the estimate of the likelihood that these “Lider pesos” will be used. This is calculated based on historical statistics of unused points that have expired. The fair value of “Lider pesos” is equivalent to the same amount of pesos expressed in the Corporation’s functional currency: the Chilean peso. 185 Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 “Lider pesos” are used by clients as a means of payment for their purchases at the Corporation’s stores. The Corporation reports deferred income from different transactions for which it receives cash when the aforementioned conditions for reporting income have not been met, such as cash received upon issuing rental contracts. 3.23 Cost of sales Cost of sales includes the cost of purchasing products sold and other costs incurred in order to make stock available at locations and in conditions required for sale. These costs mainly include net purchasing costs for discounts obtained, non-recoverable warehousing costs and taxes, insurance and product transport to distribution centers. Cost of sales includes losses due to impairment of the loan portfolio, net of recovery and financial costs related to the financial segment. As of the 2012 fiscal year, the retail cost method is applied to the non-perishable category available for sale at stores. This is calculated by deducing the inventory sale price, a percentage of the gross margin associated to each commercial department. 3.24 Leases 3.24.1 The Group as lessee Financial leases, which transfer substantially all risks and benefits incidental to the property of a leased item to the Group, are capitalized at the start of the rental period at the fair value of the property leased or if lower, at the current value of minimum lease payments. Lease payments are distributed between financing charges and the reduction of the lease obligation to obtain a constant interest rate on the unpaid liability balance. Financial costs are charged in the income statement by function. Leases in which the lessor conserves a significant part of the risks and benefits of asset ownership are classified as operative leases. Payments for operative leases are charged in the income statement by function on a linear basis over the lease period for the fixed party. Variable profit is recognized as expenses for the fiscal year in which the obligation was created, as are profit increases indexed to consumption variation. 3.24.2 The Group as leaser When assets are leased under a financial rental agreement, the current value of lease payments is recognized as an account receivable. The difference between the gross amount to be received and the current value of that amount is recognized as financial return on the capital. Income from financial leases is recognized in the lease period using the net investment method, which reflects a constant periodic rate of return. Assets leased to third parties under operative lease contracts are included in the property, plant and equipment item or investment property item, whichever applies. Income derived from operative leases is recognized in linear form over the rental period. 3.25 Financial information by operating segment An operating segment is a component of the group that participates in business activities in which it may obtain income or incur expenses, including income and expenses related to transactions with other components of the Group. Information by segment is presented consistently with internal reports provided to those responsible for making relevant operating decisions. These executives are responsible for assigning resources and evaluating the performance of operating segments, which have been identified as retail, real estate and financial services, for those who make strategic decisions, as indicated in IFRS 8 “Operating segments”. Information related to the company’s operating segments is disclosed in the note on information by segment. Inversiones walmart chile limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 3.26 Other non-financial assets 3.28 Environment Advance lease payments are recorded, related to the different long-term lease operations for stores. Advance lease payments are recorded at their historical cost and are amortized over the duration of the respective contracts. Disbursements related to environmental protection are recorded against income as they are made.. 3.27 Financial income and financial costs Financial income is comprised of interest income from invested funds (including available-for-sale financial assets), dividend income, gains from the sale of availablefor-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss and gains from hedging instruments that are recorded in income. Interest income is recognized in the income statement at amortized cost using the effective interest rate method. Dividend income is recognized in the income statement at the date when the Group’s right to receive payments is established. Financial costs are composed of interest expenses for loans or financing, changes in fair value of financial assets to fair value through profit or loss and impairment loses recognized in financial assets. Loan costs that are not directly attributable to the acquisition, construction or production of a qualified asset are recognized in income using the effective interest rate method . 3.29 Contingent assets and liabilities Contingent assets are possible assets arising from past events whose existence will be only be confirmed if one or more uncertain events take place in the future and if these events are not entirely under the Corporation’s control. Contingent liabilities are possible obligations arising from past events whose existence will only be confirmed if one or more uncertain events occur and if these events are not entirely under the Corporation’s control. As of 31 December 2012 and 31 December 2011, the Corporation does not have any recorded contingent assets or liabilities. 187 Inversiones internacionales D&S limitada and subsidiaries Classified consolidated financial statements As of 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) ASSETS 12-31-2012 CLP TH 12-31-2011 CLP TH CURRENT ASSETS Cash and cash equivalents Other current non-financial assets Accounts receivable from related companies, current 131,876 340,597 1,505 99,155 1,455,753 665,037 63,787 33,123 1,652,921 1,137,912 757,998 840,192 Property, plant and equipment 24,203 19,692 Deferred tax assets 78,291 31,618 860,492 891,502 2,513,413 2,029,414 Current tax assets Total current assets NON-CURRENT ASSETS Other non-current non-financial assets Total non-current assets Total assets Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados Inversiones internacionales D&S limitada and subsidiaries 189 Classified consolidated financial statements As of 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) LIABILITIES 12-31-2012 CLP TH 12-31-2011 CLP TH CURRENT LIABILITIES Trade and other accounts payable, current Accounts payable to related companies, current 1,365,791 523,332 242,239 755,217 18,202 6,669 Total current liabilities 1,626,232 1,285,218 Total liabilities 1,626,232 1,285,218 1,243,623 1,243,623 (63,719) (400,215) (293,604) (100,128) 886,300 743,280 881 916 887,181 744,196 2,513,413 2,029,414 Current tax liabilities EQUITY Capital issued Accumulated income (losses) Other reserves Equity attributable to controlling interest owners Minority interests Total equity Total equity and liabilities Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados Inversiones internacionales D&S limitada and subsidiaries Consolidated income statement by function For fiscal years ending 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) INCOME STATEMENT BY FUNCTION 01-01-2012 12-31-2012 CLP TH 01-01-2011 12-31-2011 CLP TH Revenue from ordinary activities 45,598,574 31,458,898 Cost of sales (44,362,036) (30,257,378) Gross income 1,236,538 1,201,520 48,134 3,149 (1,028,184) (651,416) Other expenses, by function (7,367) (14,826) Financial income (1,296) 21,910 Financial costs (3,031) (179,205) Other income, by function Administrative expenses Exchange rate differences Income (loss) before taxes Income tax expense Income (loss) from continuing operations 48,866 78,752 293,660 459,884 42,920 (43,825) 336,580 416,059 336,496 416,059 84 - 336,580 416,059 Income (loss) attributable to: Income (loss), attributable to controlling interest owners Income (loss), attributable to minority interests Income (loss) Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados Inversiones internacionales D&S limitada and subsidiaries 191 Consolidated comprehensive income statement For fiscal years ending 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos) FOR THE FISCAL YEAR ENDING COMPREHENSIVE INCOME STATEMENT 01-01-2012 01-01-2011 12-31-2012 12-31-2011 CLP TH CLP TH Income (loss) 336,580 416,059 (193,476) 73,145 Available-for-sale financial assets - - Cash flow hedging - - Income tax related to components of other comprehensive income - - Other components of other comprehensive income before taxes - - 143,104 489,204 Components of other comprehensive income, before taxes Exchange rate differences by conversion Total comprehensive income Comprehensive income attributable to Comprehensive income attributable to controlling interest owners Comprehensive income attributable to minority interests Total comprehensive income Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados 143,020 489,204 84 - 143,104 489,204 Inversiones internacionales D&S limitada and subsidiaries Consolidated statement of changes in equity For fiscal years ending 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos - CLP TH) Equity as of 31 December 2012: Equity Reserves for attributable currencyOther Accumulated to Capital conversion misc. Other income controlling Minority Total issueddifferencesreservesreserves (losses)interest interestsequity owners Initial balance current period as of 01-01-2012 1,243,623 Increase (decrease) for error correction Restated initial balance (124,174) 24,046 (100,128) (400,215) 743,280 916 744,196 - - - - - - - - 1,243,623 (124,174) 24,046 (100,128) (400,215) 743,280 916 744,196 Changes in equity - - - - Comprehensive income - - - - Income (loss) 336496 336,496 84 336,580 - (193,476) - (193,476) - Comprehensive income 143,020 84 143,104 - - Other comprehensive income (193,476) - (193,476) - Dividends - - - Increase (decrease) due to transfers and other changes - - - - - - (119) (119) - (193,476) - (193,476) 336,496 143,020 (35) 142,985 1,243,623 (317,650) 24,046 (293,604) (63,719) 886,300 881 887,181 Total changes in equity Final balance for current period 12-31-2012 Equity as of 31 December 2011: Equity Reserves for attributable currencyOther Accumulated to Capital conversion misc. Other income controlling Minority Total issueddifferencesreservesreserves (losses)interest interestsequity owners Initial balance for current period 01-01-2011 Increase (decrease) for error correction Restated initial balance 1,243,623 (197,319) 24,046 (173,273) (816,274) 254,076 795 254,871 - - - - - - - - 1,243,623 (197,319) 24,046 (173,273) (816,274) 254,076 795 254,871 Changes in equity - - - - Comprehensive income - - - - Income (loss) - 416,059 416,059 - 416,059 73,145 - 73,145 - 73,145 - Comprehensive income - 489,204 - 489,204 - Dividends - - - - - Increase (decrease) due to transfers and other changes - Other comprehensive income Total changes in equity Final balance for current period 12-31-2011 73,145 - - - - - - - 121 121 - 73,145 - 73,145 416,059 489,204 121 489,325 1,243,623 (124,174) 24,046 (100,128) (400,215) 743,280 916 744,196 Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados Inversiones internacionales D&S limitada and subsidiaries 193 Consolidated indirect cash flow statement For fiscal years ending 31 December 2012 and 31 December 2011 (Expressed in thousands of Chilean pesos - CLP TH) INDIRECT CASH FLOW STATEMENT 12-31-2012 CLP TH 12-31-2011 CLP TH Cash flow from (used in) operating activities Income (loss) 336,580 416,059 (42,920) 43,825 Adjustments for income (loss) reconciliation Adjustments for Income tax expense - 55,730 Adjustments for decreases (increases) in other accounts receivable from operating activities Adjustments for decreases (increases) in trade accounts receivable 156,960 580,889 Adjustments for increases (decreases) in trade accounts payable 842,459 (692,882) Others adjustments for items other than cash (198,106) 93,358 Total adjustments for reconciliation of income (loss) 758,393 80,920 1,094,973 496,979 - 103,296 (790,716) - (790,716) 103,296 (512,978) (343,772) Net cash flows from (used in) financing activities (512,978) (343,772) Net increase (decrease) in cash and cash equivalents, before the effect of exchange rate changes (208,721) 256,503 - - (208,721) 256,503 340,597 84,094 131,876 340,597 Net cash flows from (used in) operating activities Cash flows from (used in) investment activities Charges made to related companies Loans to related companies Net cash flows from (used in) investment activities Cash flows from (used in) financing activities Payment of loans corresponding to related companies Effects of exchange rate variations on cash and cash equivalents Effects of exchange rate variation on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the start of the period Cash and cash equivalents at the end of the period Las notas adjuntas de la N° 1 a la 3 forman parte integral de estos estados financieros consolidados Inversiones internacionales D&S limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 1. Reporting entity Inversiones Internacionales D&S Ltda., hereinafter the “Corporation”, incorporated in Chile 12 June 2008 and domiciled in the city of Santiago, Chile. Its corporate purpose is to invest in movable and immovable assets, tangibles and intangibles, such as shares, share pledges, bonuses, installments or interests in all types of commercial or civil corporations, communities or associations and all types of securities and other instruments. At a Board of Directors meeting held 27 October 2009, the parent company Walmart Chile S.A. decided to reduce operation of its consolidated subsidiaries Comercial D&S Perú S.A. and Inmobiliaria D&S Perú S.A.C. and therefore commercial activities depend on the Management’s future decisions. The direct subsidiaries D&S Perú S.A.C, Comercial D&S Perú S.A. and South Pacific Trade Limited are part of this consolidated group. 2. Basis of preparation The main accounting policies used for the formulation of these consolidated financial statements are described as follows. These policies have been designed based on International Financial Reporting Standards (hereinafter IFRS) and their interpretations, issued by the International Accounting Standards Board (hereinafter “IASB”) in effect as of 31 December 2012 and 31 December 2011, considering Securities and Insurance Supervisor (hereinafter SVS) additional information requirements, which do not contradict IFRS, and which are uniformly applied to all periods presented in these financial statements. The information contained in these consolidated financial statements is the responsibility of the group’s Board of Directors, which expressly states that it is aware of the information contained in these consolidated financial statements and is responsible for the information contained in these financial statements, as well as the application of the principles and criteria included in the IFRS and standards issued by the SVS. These financial statements were approved by the Board of Directors 27 March 2013. 2.1 Consolidated financial statements These consolidated financial statements for Inversiones Internacionales D&S Limitada and its subsidiaries for the fiscal year ending 31 December 2012 have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations in effect as of 31 December 2012 and considering Securities and Insurance Supervisor (SVS) additional information requirements, which do not contradict IFRS. 2.2. Basis of measurement These consolidated financial statements have been prepared in accordance with the historical cost principle, except for the valuation of certain financial assets and liabilities (including derivative financial instruments) that are valued at fair value. Preparation of these consolidated financial statements in accordance with IFRS requires the use of certain critical accounting calculations. It also requires the Administration to exercise judgment in the process of applying the Corporation’s accounting policies. In the note on managing estimates and critical judgment or criteria, we have included information about areas that require a greater degree of judgment or complexity, or areas where the hypotheses and estimates are significant for the consolidated financial statements. The consolidated financial statements are presented using income statements by function and the consolidated indirect cash flow statement. Some comparative financial statement balances from 2011 were reclassified in order to ensure these would be consistent with the 31 December 2012 financial statements. 2.3. Functional and presentation currency The consolidated financial statements are presented in Chilean pesos, which is the functional and presentation currency of the company. All of the group’s companies based in Chile have determined that their functional currency is the Chilean peso and that items included in the financial statements of each entity are measured using that currency. All information is presented in thousand of Chilean pesos and has been rounded to the nearest unit, unless stated otherwise. Inversiones internacionales D&S limitada and subsidiaries 195 Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 2.4 New standards and interpretations issued. Invalid standards and interpretations At the date these consolidated financial statements were issued, certain amendments, improvements and interpretations have been published. These came into force during the 2012 fiscal year and have been adopted by the Corporation. These standards became mandatory as of the dates indicated below: New standards, improvements and amendments Mandatory application for financial years starting: Amendment to IFRS 1First-time adoption 07-01-2011 Amendment to IFRS 7Financial instruments: information to be disclosed 07-01-2011 Amendment to IAS 12Income tax 01-01-2012 Amendment to IAS 1Presentation of financial statements 07-01-2012 The new standards, improvements and/or amendments are described as follows: IFRS 1 “First-time Adoption of International Financial Reporting Standards” Issued in December 2010, this discusses exemptions due to severe hyperinflation. It allows companies whose transition date comes after functional currency normalization to value assets and liabilities at fair value as attributed costs and to remove fixed date requirements. It also adjusts the fixed date included in IFRS 1 to the transition date for operations involving the reduction of financial assets and assets or liabilities to fair value for income under initial recognition. IFRS 7 “Financial Instruments: Disclosures” Issued in October 2010, this standard increases disclosure requirements for transactions involving the transfer of financial assets. No comparative information is required for the first year of application. IAS 12 “Income Taxes” Issued in December 2010, this amendment provides an exception to the general principles of IAS 12 for investment properties measured using the fair value model contained in IAS 40 “Investment property”. The exception also applies to investment property acquired in a business merger if the purchaser applies the fair value model contained in IAS 40 after the business merger. This amendment incorporates the assumption that investment properties valued at fair value are realized through sale and therefore a tax rate must be applied to temporary differences stemming from these for sales operations. Early adoption is allowed. IAS 1 “Presentation of Financial Statements” Issued in June 2011. The main change in this amendment is that Other Comprehensive Income must be classified and grouped, determining if these will be potentially reclassified for income in subsequent periods. Early adoption is allowed. Inversiones internacionales D&S limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 In addition, at the date that these consolidated financial statements were issued, amendments, improvements and interpretations of current standards have been published. These have not entered into force and the Corporation has not adopted these in advance. These will become mandatory as of the dates listed below: New standard, improvement or amendment Mandatory application for fiscal years starting:: IFRS 11Joint arrangements 01-01-2013 IFRS 12Disclosure of interests in other entities 01-01-2013 IFRS 13Fair value measurement 01-01-2013 IAS 19Employee benefits 01-01-2013 IAS 28Investments in associates and joint ventures 01-01-2013 IFRIC 20Stripping costs in the production phase of a surface mine 01-01-2013 IFRS 7Financial instruments: disclosures 01-01-2013 IFRS 1First-time adoption of International Financial Reporting Standards 01-01-2013 IAS 1Presentation of financial statements 01-01-2013 IAS 16Property, plant and equipment 01-01-2013 IAS 34Interim financial reporting 01-01-2013 IAS 32Presentation of financial instruments 01-01-2013 IAS 32Financial instruments: presentation 01-01-2014 IAS 27Separate financial statements 01-01-2014 IFRS 10 01-01-2014 Consolidated financial statements IFRS 9Financial instruments The Corporation’s administration believes that none of these standards will have a significant effect on the consolidated financial statements when applied, if required. IFRS 11 “Joint arrangements” IFRS 11 replaces IAS 31 Interests in joint ventures and IAS 13 Jointly controlled entities - non-monetary contributions by venturers. IFRS 11 uses some of the same terms used in IAS 31, but with different meanings. Whereas IAS 31 identifies three types of joint ventures, IFRS 11 describes two types of joint arrangements (joint ventures and joint operations) when there is joint control. Since IFRS 11 uses the principle of control from IFRS 10 to identify control, the determination of whether there is joint control may change. In addition, IFRS 11 removes the option of using proportionate consolidation to account for jointly controlled entities (JCEs). Instead, JECs that meet the definition of joint ventures must be accounted for using the equity method. For joint operations, which include jointly controlled assets, former jointly controlled operations and initial jointly controlled operations (JCEs), an entity must declare its existing assets, liabilities, revenue and expenses. The issuing of IFRS 11 changed IAS 01-01-2015 28 to a limited extent regarding issues related to associated entities and control entities available for the sale and changes of interests remaining in associated entities and jointly controlled entities, which must be disclosed in that event. IFRS 12 “Disclosure of interests in other entities” IFRS 12 includes all disclosures previously described in IAS 27 related to consolidation and also disclosures previously included in IAS 31 and IAS 28. These disclosures are referred to in interests related to an entity, joint arrangements and structured entities and associates. A number of new disclosures are also required, which must be disclosed in that event. IFRS 13 “Fair value measurement” IFRS 13 establishes standard guidelines as to how to measure fair value, when this is required or allowed by IFRS. This does not change when an entity is required to use fair value. The standard changes the definition of Inversiones internacionales D&S limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 fair value - Fair value: The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (a starting price). In addition, this standard incorporates new disclosures, which must be disclosed in that event. IAS 19 “Employee benefits” On 16 June 2011 the IASB published amendments to IAS 19, Employee Benefits, which changed accounting requirements for set benefit plans and termination benefits. These amendments required recognition of changes in obligations for specified benefits and in plan assets when these take place, eliminating the broker focus and accelerating the recognition of past services. Changes in the obligatory nature of specified benefits and plan assets are broken down into three components: service costs, net interest over net liabilities (assets) for specified benefits and net liability (asset) remediation for specified benefits. Net interest is calculated using a return rate for high quality corporate bonds. This could be less than the rate currently used to calculate expected return over plan assets, leading to lower profits during the fiscal year. These amendments are applicable to annual periods starting on or after 1 January 2013 and early application is allowed. Retrospective application is required with certain exceptions, which must be disclosed in that event. IAS 28 “Investments in associates and joint ventures” Issued in May 2011, IAS 28 Investments in associates and joint ventures determines accounting requirements for investments in associates and establishes requirements for application of the interest method when accounting for investments in associates and joint ventures, which must be disclosed in that event.. IFRIC 20 “Stripping costs in the production phase of a surface mine” Issued in October 2011, this standard regulates stripping costs in the production phase of a mine as an asset, as well as initial and subsequent measurement of this asset. In addition, the interpretation requires mining entities that present financial statements in accordance with IFRS to punish existing stripping costs assets against accumulated profits when these cannot be attributed to an identifiable component of a deposit, which must be disclosed in that event. IFRS 7 “Financial instruments: disclosures” An amendment to IFRS 7 was issued in December 2011. This amendment requires entities to disclose the effects or possible effects of financial instrument compensation agreements on the entity’s financial position in financial information. This standard is applicable starting 1 January 2013, which must be disclosed in that event. IFRS 1 “First-time adoption of International Financial Reporting Standards” Issued in March 2012. This provides an exception with retroactive application to the recognition and measurement of loans received from the Government at the transaction date. Early adoption is allowed, which must be disclosed in that event. IAS 1 Presentation of financial statements “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraphs 10, 38 and 41, eliminated paragraphs 39-40 and added paragraphs 38A-38D and 40A-40D, which clarify the difference between voluntary additional comparative information and the minimum comparative information required. The minimum comparative period generally required is the former period. An entity is required to include comparative information in notes related to the financial statements when this entity voluntarily provides comparative information beyond the minimum comparative period required. The additional comparative period does not need to contain a complete set of financial statements. In addition, initial balance sheet amounts (known as the third balance) must be presented under the following circumstances: when an entity changes its accounting policies; makes retroactive restatements or reclassifications, and this is the change that exerts a material effect on the balance sheets. The initial amount stated in the balance sheets would be at the start of the former period. However, in contrast with voluntary comparative information, related notes do not have to be included in the third balance. Entities will be required to apply this amendment retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting 1 January 2013. Early application is allowed, which must be disclosed in that event. 197 Inversiones internacionales D&S limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 IAS 16 “Property, plant and equipment” “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraph 8. This amendment clarifies that replacement parts and auxiliary equipment that comply with the definition of property, plant and equipment are not inventory. Entities will be required to apply this amendment retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting 1 January 2013. Early application is allowed, which must be disclosed in that event. IAS 34 “Interim financial information” “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraph 16A. This amendment clarifies requirements in IAS 34 related to information held by operating segments regarding total assets and liabilities for each of the operating segments in order to improve coherence with the requirements of IFRS 8 Operating Segments. The amended paragraph 16A establishes that the total assets and liabilities for a specific operating segment shall only be disclosed when the amounts are regularly measured by senior management and when there is a material change in how information disclosed in the former financial statements is compared for this operating segment. Entities will be required to apply this amendment retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting 1 January 2013. Early application is allowed, which must be disclosed in that event. IAS 32 “Financial instruments: presentation” “Annual Improvements 2009-2011 Cycle”, issued in May 2012, amended paragraphs 35, 37 and 39 and added paragraph 35A, indicating that tax for income shared with an entity’s shareholders is to be accounted for in accordance with IAS 12 Income taxes. This amendment eliminated the existing income tax requirements in IAS 32 and requires entities to apply IAS 12 requirements to any tax for income distributed to an entity’s shareholders. An entity will apply these amendments retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for annual periods starting as of 1 January 2013. Early application is allowed, which must be disclosed in that event. Amendments to IAS 32 issued in December 2011 are designed to clear up differences regarding the relative application of compensation and to reduce the level of diversity in current practices. This standard is applicable as of 1 January 2014 and early adoption is allowed. IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, IAS 27 “Separate Financial Statements” Amendments made to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Participation in Other Entities and IAS 27 Separate Financial Statements stem from the Exposure Draft on Investment Entities published in August 2011. These amendments define investment entities and introduce an exception for consolidating certain subsidiaries belonging to investment entities. These amendments require investment entities to assess these subsidiaries at fair value with changes made to income statements in accordance with IFRS 9 Financial Instruments in their separate consolidated financial statements. These amendments also introduce new disclosure requirements regarding investment entities in IFRS 12 and in IAS 27. Entities are required to apply amendments to annual periods starting 1 January 2014, which is to be disclosed in this case. Early application is allowed. IFRS 9 “Financial Instruments” This standard introduces new requirements for the classification and measurement of financial assets, allowing early application. It requires all financial assets to be fully classified based on the entity’s business model for managing financial assets and contractual cash flow characteristics of financial assets. Financial assets under this standard are measured at either amortized cost or fair value. Only financial assets classified as having been measured at amortized cost shall be tested for depreciation. Their application is effective for annual periods starting on or after 1 January 2015, which is to be disclosed in this case. Early adoption is allowed. 3. Significant accounting policies The accounting policies established hereinafter have been consistently applied to the consolidated financial statements and have been consistently applied to all of the group’s companies. Inversiones internacionales D&S limitada and subsidiaries 199 Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 3.1 Basis of consolidation 3.1.1 Subsidiaries Subsidiaries are defined as all entities that the Walmart Chile Group controls. When determining whether the company controls another entity, the existence and effect of potential voting rights that are actually exercisable or convertible are taken into consideration. Subsidiaries are consolidated as of the date when control is transferred and they are excluded from consolidation at the time such control terminates. The acquisition method is used to account for the acquisition of subsidiaries. Acquisition cost is the reasonable value of assets delivered, equity instruments issued and liabilities incurred or assumed the date of the transaction. Identifiable assets acquired and the identifiable liabilities and contingencies assumed in a business merger are initially valued at their fair value at the date of acquisition, regardless the extent of minority interests. Acquisition cost in excess of the company’s fair value in the share of identifiable net assets required is recognized as purchased goodwill. If the acquisition cost is lower than the fair value of the acquired subsidiary’s net assets, the difference is directly recognized in the income statement. Consolidation eliminates inter-company transaction balances, as well as unrealized expenses and income for transactions between consolidated entities. Losses stemming from a transaction between consolidated entities are also eliminated, unless the transaction provides evidence of loss due to depreciation of the transferred asset. Accounting policies of subsidiaries are modified when necessary in order to ensure uniformity with policies adopted by Walmart Chile Group. The Corporation does not own any special purpose entities. Direct, first-line subsidiaries included in the consolidation and related companies from the different business segments are listed as follows: TAX LIST NUMBER Corporation Name Direct E/OInmobiliaria D&S Perú S.A.C 99.99 - 99.99 99.99 99.99 - 99.99 99.99 E/O Comercial D&S Perú S.A. E/OSouth Pacific Trade Limited. All of the entities controlled by the company have been included in this consolidation. No changes have occurred in the consolidation perimeter between 1 January 2012 and 31 December 2012. 3.1.2 Transactions and uncontrolled interests The Walmart Chile Group applies the policy of treating transactions with uncontrolled interests as if these were transactions with Group shareholders. In the case of purchasing non-controlling interests, the difference between any compensation paid and the corresponding share in the book value of net assets purchased from the subsidiary are recognized in equity. Income and losses due to write-offs that benefit the minority share are also recognized in equity, as long as control is maintained. 100 Share percentage (%) 12-31-2012 Indirect Total - 100 12-31-2011 Total 100 3.2 Exchange rate and indexation units. Assets and liabilities held in foreign currencies and those set in unidades de fomento are presented at the following respective exchange rates and closing values: Date $CLP / US$ $CLP / PEN 12-31-2011 519.20 193.27 12-31-2012 479.96 188.15 Inversiones internacionales D&S limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 3.3 Transactions in foreign currency Transactions in foreign currency are expressed at the exchange rate on the transaction date. Monetary assets and liabilities in foreign currencies at the balance date are expressed in Chilean pesos at the exchange rate on that date. Exchange rate differences arising from currency translation are recognized in the income statements by function. Non-monetary assets and liabilities measured at historical cost on the basis of foreign currency are translated using the exchange rate on the transaction date. Non-monetary assets and liabilities in foreign currencies and valued at their fair value are translated to Chilean pesos at the exchange rate at which said fair value was determined. The financial statements of “Inmobiliaria D&S Perú S.A.C”, “Comercial D&S Perú S.A.C” and “South Pacific Trade Ltda.” whose functional currency is the Peruvian nuevo sol (PEN) and the US dollar (US$), respectively, are converted into presentation currency as follows: ʭʭ The assets and liabilities of each financial statement presented are converted at the exchange rate at the closure of each period or fiscal year; ʭʭ Income and expenses for each income account are converted at average exchange rates (unless the average is not a reasonable approximation of the accumulative effect of exchange rates as of the transaction dates, in which case income and expenses are converted on the transaction dates); and ʭʭ All resulting exchange rate differences are recognized as a separate component of net equity, in the “Other reserves” line item. 3.4 Property, plant and equipment Property, plant and equipment is recorded at cost and presented net of their accumulated depreciation and accumulated impairment, except for land, which is not subject to depreciation. This cost includes the acquisition price and all costs directly related to the location of the asset at the place and the conditions necessary so that it can operate as planned by the Management, if this exists, as well as the initial estimate of the costs of dismantling, removing or partially removing the asset, as well as remediation of the place where it is located, for which the Corporation is responsible. Any profit or loss arising from this asset being written off (calculated as the difference between the net value of disposal and the asset’s book value) is included in the income statements by function in the fiscal year in which the asset is written off. Depreciation is calculated over the depreciable amount, which corresponds to the cost of an asset or another amount that substitutes for the cost, minus its residual value. Depreciation is recognized in income statements in a linear fashion over the estimated useful lives of each part of a property, plant or equipment item, since these more accurately represent the exception consumption pattern of future economic benefits related to the asset. Assets leased under financial lease contracts are depreciated over the shortest period between the lease and their useful lives, unless it is reasonably certain that the Group will acquire the property at the end of the lease period. When parts of a property, plant and equipment item have different useful lives, these are recorded as separate property, plant and equipment items (important components). Estimated useful lives for the current and comparative periods are listed as follows : ʭʭ Buildings : 50 years ʭʭ Terminations : 15 years ʭʭ Installations : 15 to 20 years ʭʭ Equipment at properties : 15 to 20 years ʭʭ Exterior works : 20 years ʭʭ Vehicles : 4 years ʭʭ Machinery : 4 to 5 years ʭʭ Furniture and office supplies : 3 to 4 years Methods used to determine depreciation, useful lives and residual values are revised in each fiscal year and prospectively adjusted if necessary. When the value of an asset is higher than its estimated recoverable amount, its value immediately declines to its recoverable value through the application of depreciation tests. Losses and gains from property, plant and equipment sales are calculated by comparing income obtained to the book value and are then included in the income statements by function. Inversiones internacionales D&S limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 3.5 Impairment of non-financial assets Assets with an indefinite useful life are not subject to amortization and are subjected to impairment testing on an annual basis. Assets subject to depreciation or amortization are subjected to impairment testing when some event or change in circumstances indicates that the book value may not be recoverable. The recoverable amount of an asset or cash-generating unit is the greater value between its value in use and its fair value, minus sale costs. In order to determine value in use, future estimated cash flows are deducted from its present value using a discount rate before tax that reflects current market assessment over the temporary value of money and the specific risks an asset may have. In order to assess depreciation, assets that cannot be individually tested are grouped together in the smallest asset group that generates cash inflows from continued use, which are independent of cash inflows from other assets or asset groups (the “cash generating unit”). Depending on the date when an operating segment’s value is tested for the purpose of goodwill impairment testing, the cash-generating units that have been assigned goodwill are added together so that the level impairment is tested at reflects the lowest level at which goodwill is monitored for internal reporting purposes. The Group’s corporate assets do not generate separate cash inflows. If there is any indication that a corporate asset may be impaired, the recoverable amount is determined and assigned for the cash-generating unit the corporate asset belongs to. Impairment is recognized if the book value of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statements. Impairment losses recognized in relation to cash-generating units are assigned first, in order to reduce the book value of any goodwill assigned to the units and then to reduce the book value of other assets in the unit (group of units) on a pro rata basis. Impairment loss for goodwill is not reverted. With regard to other assets, impairment losses recognized in previous periods are evaluated at least once per year in pursuit of any indication that the loss has been reduced or has disappeared. An impairment loss is reverted if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is only reverted to the extent that the book value of the asset does not exceed the book value that would have been determined, net of depreciation or amortization, if the impairment loss had not been recognized. Goodwill that is part of the book value of an investment in a related company is not recognized separately and is consequently not subjected to separate impairment tests. Instead, the total amount invested in a subsidiary is tested for impairment as a unique asset when there is objective evidence that the investment may be impaired. 3.6 Categories of non-derivative financial instruments The Walmart Chile Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and accounts receivable, and available for sale. Classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at the time of initial recognition. 3.6.1 Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for negotiation or designated as financial assets at fair value through profit or loss when initially recognized. A financial asset is classified in this category if it is acquired mainly for the purpose of selling the asset in the short term. Assets in this category are classified as current assets. 3.6.2 Loans and accounts receivable Loans and accounts receivable are non-derivative financial assets with fixed or ascertainable payments that are not quoted on the active market. Assets in this category are classified as current, except for those with maturities longer than 12 months from the date that the balance sheets were issued, which are classified as non-current assets. Loans and accounts receivable include trade and other accounts receivable and receivable rights. 3.6.3 Recognition and measurement of financial assets Acquisition and disposal of financial assets are recognized at the negotiation date, which is to say the date when the Walmart Chile Group commits to acquire or sell the asset. Financial assets are initially recognized at their fair value plus transaction costs, for all financial assets not charged at fair value through profit or loss. Transaction costs in- 201 Inversiones internacionales D&S limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 clude fees and commissions paid to agents (including employees who act as sales agents), consultants and intermediaries, rates established by regulatory agencies and stock exchanges, as well as taxes and other duties to which the transaction is subject. Transaction costs do not include premiums or discounts for debt, financial costs, maintenance costs or internal administrative costs. Financial assets at fair value through profit or loss are initially recognized at their fair value and transaction costs are changed to income. Financial assets are written off for accounting purposes when the rights to receive cash flows from investments have expired or have been transferred and the Walmart Chile Group has substantially transferred all risk and benefits of ownership. Loans and accounts receivable are recorded at their amortized cost according to the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial asset or liability (or a group of financial assets or liabilities) and charged to financial income or expense throughout the relevant period. The effective interest rate is a discount rate that ensures that the estimated cash flows to be received or paid over the expected lifetime of the financial instrument (or, when appropriate, over a shorter period) are the same as the net book amount of the financial asset or liability. In order to calculate the effective interest rate, an entity will estimate cash flows considering all contractual conditions for the financial instrument. Gains and losses arising from changes in the fair value of financial assets to fair value through profit or loss are included in the income statements by function for the fiscal period in which these changes in fair value are generated. Dividend income from financial assets at fair value through profit or loss and available for sale are recognized in the income statements by function in the other income line item once the Walmart Chile Group’s right to receive dividend payments has been established.. 3.7 Depreciation of financial assets A financial asset that is not recorded at fair value through profit or loss is assessed at each balance date to determine if there is objective evidence of impairment. A financial asset is impaired if there is objective evidence that a loss event has occurred after initial recognition of the asset and that this loss event has had a negative effect on future cash flows of the asset that can be reliably calculated. An impairment loss related to a financial asset valued at amortized cost is calculated as the difference between the asset’s book value and the present value of estimated future cash flows, discounted at the effective interest rate. Losses are recognized in the income statements and are reflected in a provision account against accounts receivable (see chart on impairment of trade and other accounts receivable and unpaid with impairment, in the note on Trade and the other accounts receivable item). Interest on the impaired asset will continue to be recognized through reversal of the effective rate. When a subsequent event causes a reduction in the loss amount, this reduction is reversed in the income statements. 3.8 Trade and other accounts receivable Trade and other accounts receivable are initially recognized at their fair value (a nominal value that includes implicit interest) and subsequently at their amortized cost according to the effective interest rate method, minus any reduction for value impairment. An estimate is established for impairment losses of trade receivables when there is objective evidence that the company will not be able to collect all amounts owed in accordance with the original terms of the accounts receivable. Some indicators of possible impairment of accounts receivable are debtors› financial difficulties, the likelihood of the debtor entering into bankruptcy or financial reorganization and non-compliance or failure to make payment, as well as experience regarding the behavior and characteristics of the overall portfolio. In order to assess and record impairment, the portfolio is segmented by type of debtor and credit up to the levels considered appropriate. Trade receivables presently include only operations that can be classified as consumption and therefore information about these receivables only refers to this concept. Impairment estimates are based on a loss approach that aims to capture objective evidence of the impairment of operations, which enables the company to predict which future flows will not be received as agreed. Payment expectations are also considered in terms of the amount and timing and the valuation of such losses based on the difference between contractual flows and flows adjusted for impairment. The latter are updated at the effective loan interest rate. The amount associated to impairment estimation is presented net of trade and other accounts payable and its effect on income is recognized by recording it as part of administrative expenses. Inversiones internacionales D&S limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 3.9 Cash and cash equivalents Cash and cash equivalents include cash balances, bank and other investments in fixed income mutual fund shares in Chilean pesos that mature in less than three months and present low risk of any change in value. Any existing overdrafts are classified in the balance sheets as loans in current liabilities at amortized cost. 3.10 Share capital Share capital is represented by contributions paid. 3.11 Trade and other accounts payable Trade and other accounts payable are recognized at amortized cost, which is not different from their nominal value, since average payment time is reduced. 3.12 Income taxes and deferred income taxes Income taxes recorded in the income statement by function for the first year includes current and deferred income taxes. Income taxes are directly recognized in the income statement by function except for those related to items that are directly recognized in equity. Current income tax is tax expected to be paid for the year, calculated using rates in effect at the date of the balance sheet and also includes any adjustment to tax to be paid for previous years. Deferred income tax is calculated considering differences between the book value of assets and liabilities reported for financial purposes and the amounts used for tax purposes. Deferred taxes are valued at tax rates expected to be applied when the temporary differences are reversed, based on laws that have been approved or are about to be approved as of the balance sheet date. Deferred tax assets and liabilities are presented in net form if there is an enforceable legal right to adjust current tax liabilities and assets for current taxes, and these are related to the income tax applied by the same tax authority to the same taxpaying entity, or to different taxpaying entities, but the current tax liabilities and assets are to be settled in net form, or its tax assets and liabilities will be realized at the same time. Deferred tax assets are recognized to the extent that there will likely be future taxable profits against which these assets could be utilized. Deferred tax assets are reduced to the extent that the related benefit will not likely be obtained. The Corporation does not record deferred taxes for temporary differences arising between investments in subsidiaries and related companies, since the date when these will revert is monitored and these are not likely to revert in the foreseeable future. Deferred tax assets are recognized for unused tax losses, tax credits and temporary deductible differences to the extent that future taxable gains will likely exist against which these can be used. Deferred tax assets are reviewed at each balance sheet date and are reduced when it is not likely that the related tax benefits will be obtained. 3.13 Revenue from ordinary activities Ordinary revenue includes the fair value of the considerations received or to be received for the sale of goods and services in the ordinary course of the Corporation’s activities. Ordinary revenue is presented net of sales tax, returns and discounts. The Corporation recognizes revenue when the amount of the same can be reliably calculated, when future economic benefits are likely to be received by the entity and the specific conditions are met for each of the Corporation’s activities. Accurate valuation of the amount of revenue is not considered possible until all contingencies related to the sale of the good or service provision have been settled. Revenue from the sale of merchandise is recognized in the income statement when the significant risks and benefits of ownership of goods are transferred to the buyer. Revenue is not recognized if there is significant uncertainty regarding collection, associated costs, possible return of goods or continued administrative involvement in this revenue. 3.14 Cost of sales Cost of sales includes the cost of purchasing products sold and other costs incurred in order to make stock available at locations and in conditions required for sale. These costs mainly include net purchasing costs for discounts obtained, non-recoverable warehousing costs and taxes, and insurance. 3.15 Financial information by operating segment An operating segment is a component of the Group that participates in business activities in which it may obtain income or incur expenses, including income and expenses related to transactions with other components of the Group. 203 Inversiones internacionales D&S limitada and subsidiaries Notes to the consolidated financial statements For fiscal years ending 31 December 2012 and 31 December 2011 Information by segment is presented consistently with internal reports provided to those responsible for making relevant operating decisions. These executives are responsible for assigning resources and evaluating the performance of operating segments, as indicated in IFRS 8 “Operating segments”, which has been identified as Retail. 3.16 Financial income and financial costs Financial income is comprised of interest income from invested funds (including available-for-sale financial assets), dividend income, gains from the sale of availablefor-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss and gains from hedging instruments that are recorded in income. Interest income is recognized in the income statement at amortized cost using the effective interest rate method. Dividend income is recognized in the income statement at the date when the Group’s right to receive payments is established. Financial costs are composed of interest expenses for loans or financing, changes in fair value of financial assets to fair value through profit or loss and impairment loses recognized in financial assets. Loan costs that are not directly attributable to the acquisition, construction or production of a qualified asset are recognized in income using the effective interest rate method. 3.17 Environment Disbursements related to environmental protection are recorded against income as they are made. 3.18 Contingent assets and liabilities Contingent assets are possible assets arising from past events whose existence will be only be confirmed if one or more uncertain events take place in the future and if these events are not entirely under the Corporation’s control. Contingent liabilities are possible obligations arising from past events whose existence will only be confirmed if one or more uncertain events occur and if these events are not entirely under the Corporation’s control. As of 31 December 2012 and 31 December 2011, the Corporation does not have any recorded contingent assets or liabilities. 205 Walmart Chile S.A. and Subsidiaries Reasoned Analysis of the Financial Statements Fourth Quarter 2012 Results 1. Financial Statement Analysis Walmart Chile S.A.’s consolidated financial statements as of 31 December 2012, which are reported to the Chilean Securities and Insurance Supervisor, are formulated in accordance with International Financial Reporting Standards (IFRS) and criteria. CONSOLIDATED INCOME STATEMENT CLP mn 01-01-2012 % of 12-31-2012revenue 01-01-2011 % of Yearly 12-31-2012revenuevariation % Ordinary revenue 2,892,802 100.0% 2,604,483 100.0% 11.1% Sales cost (2,102,694) -72.7% (1,894,182) -72.7% 11.0% Gross income 790,108 27.3% 710,301 27.3% 11.2% Administrative expenses Financial expenses Financial income Others Income (loss) before tax Income tax expense (555,067) -19.2% (507,191) -19.5% 9.4% (25,502) -0.9% (20,734) -0.8% 23.0% 968 0.0% 2,253 0.1% -57.0% (65,510) -2.3% (48,165) -1.8% 36.0% 144,997 (29,359) 5.0% -1.0% 136,463 (22,559) 5.2% -0.9% 6.3% 30.1% Income (loss) 115,638 4.0% 113,905 4.4% 1.5% Earnings before interest, taxes, depreciations and amortization (EBITDA) 245,296 8.5% 219,667 8.4% 11.7% As of 31 December 2012 CONSOLIDATED Retail Real Estate FINANCIAL STATEMENT CLP mn Financial Services Ordinary revenue 2,742,269 37,642 111,371 1,520 2,892,802 Sales cost (2,043,054) 0 (59,640) 0 (2,102,694) Gross income 699,216 37,642 51,731 1,520 790,108 (488,672) (10,671) (47,955) (7,769) (555,067) (1,372) (3,113) (41) (20,976) (25,502) Administrative expenses Financial expenses Corporate WMT Chile 264 5 10 689 968 (51,997) (3,983) (5,271) (4,260) (65,510) 157,439 19,880 (1,525) (30,797) 144,997 (26,175) (3,976) (614) Income (loss) 131,263 15,904 (2,139) (29,391) 115,638 Earnings before interest, taxes, depreciations and amortization (EBITDA) 220,289 28,416 4,818 (8,227) 245,296 Financial income Others Income (loss) before tax Income tax expense 1,407 (29,359) Walmart Chile S.A. and Subsidiaries Reasoned Analysis of the Financial Statements Fourth Quarter 2012 Results 31 December 2011 CONSOLIDATED FINANCIAL STATEMENT M$ Retail Real Estate Financial Services Ordinary revenue 2,438,608 128,722 Sales cost (1,827,435) 0 Gross income 611,173 34,127 (436,426) (11,157) Financial expenses (7,427) Financial income Administrative expenses Others Income (loss) before tax Income tax expense 34,127 Corporate WMT Chile 3,026 2,604,483 (66,747) 0 (1,894,182) 61,975 3,026 710,301 (48,958) (10,650) (507,191) (4,590) (40) (8,677) (20,734) 1,077 44 43 1,088 2,253 (47,278) (5,843) (8,254) 13,211 (48,165) 121,119 12,581 4,765 (2,002) 136,463 (20,087) (2,516) 5,383 (5,338) (22,559) Income (loss) 101,032 10,065 10,148 (7,341) 113,905 Earnings before interest, taxes, depreciations and amortization (EBITDA) 178,133 22,230 11,274 8,029 219,667 Ordinary revenue Accumulated ordinary revenue as of 31 December 2012 came to CLP 2,892,802 million, up 11.1% compared to CLP 2,604,483 million for the same period the year before. This increase is mainly due to increased same store sales and to the opening of 28 new stores between January and December 2012. Gross income Gross income came to CLP 790,108 million as of 31 December 2012, up 11.2% compared to the same period in 2011. This was due to increased ordinary revenue. Administrative expenses Accumulated administrative expenses as of December 2012 came to CLP 555,067 million, up 9.4% compared to CLP 507,191 million for the same period in 2011. This increase is related to increased sales reported by the company. Administrative expenses as a percentage of revenue went from 19.5% between January and December 2011 down to 19.2% in the same period of 2012, 29 basis points lower due to improved expense efficiency. Net financial expenses Accumulated net financial expenses as of 31 December 2012, understood as financial expenses plus financial in- come, came to CLP 24,534 million, up 32.7% compared to CLP 18,481 million in the same period in 2011. This was mainly due to increased use of credit lines because of an exchange rate hedging strategy and more investment in financial instruments. Profit Accumulated profit as of 31 December 2012 came to CLP 115,638 million, up from CLP 113,905 million in the same period of 2011. The difference in profit over this period compared to the same period last year is mainly due to increased same store sales, more efficient expense structure and the effect of other revenue by function stemming from extraordinary profit reported in 2011. Extraordinary profit amounting to CLP 18,341 million from the sale of the Corporation’s stake in the Alvi S.A wholesale supermarket corporation and to CLP 10,726 million from the purchase of the remaining 50% in order to complete a 100% stake in the corporations Alimentos y Servicios S.A. and Inversiones Solpacific S.A. was reported. After subtracting extraordinary profit, the company reported profit amounting to CLP 84,837 million in 2011, up 36.3% compared to 2012. EBITDA Accumulated EBITDA as of 31 December 2012 amounted to CLP 245,296 million, up 11.7% compared to CLP 207 Walmart Chile S.A. and Subsidiaries Reasoned Analysis of the Financial Statements Fourth Quarter 2012 Results 219,667 over the same period in 2011. This was due to more efficient expenses and higher sales. EBITDA as a percentage of revenue came to 8.4% between January and December 2011, and to 8.5% for the same period in 2012. If we subtract the aforementioned extraordinary profit in 2011 as a percentage of revenue for 2011, this comes to 7.3%, which increased to 28.7% in December 2012. 2. Balance Sheet Analysis The balance sheet as of 31 December 2012, which is reported to the Chilean Securities and Insurance Supervisor, are formulated in accordance with International Financial Reporting Standards (IFRS) and criteria. BALANCE SUMMARY Current assets Non-current assets 12-31-2012 12-31-2011 Variation % 673,351 625,101 7.7% 1,443,969 1,349,666 7.0% 2,117,319 1,974,767 7.2% Current liabilities 926,172 677,305 36.7% Non-current liabilities 470,205 657,135 -28.4% 1,396,378 1,334,441 4.6% 720,942 640,326 12.6% 2,117,319 1,974,767 7.2% Total assets Total liabilities Equity Total equity and liabilities Assets As of 31 December 2012, the Company had assets amounting to CLP 2,117,319 million, up 7.2% compared to CLP 1,974,767 million as of December 2011. This was due to a 7.7% increase in current assets and a 7.0% increase in non-current assets. This growth in current assets is because inventory was up 12.9% due to increased recurring business activities recurrent business activities and to commercial debtors and other accounts receivable up by 6.9%, mainly from retail debtors due to retroactive collection from suppliers and from other debtors. In addition, increased non-current assets were affected by property, plant and equipment up by 10.1% because of the company’s investment plan. This was offset by noncurrent accounts receivable down 18.2%, due to less commercial debtors in the Presto customer portfolio, mainly due to more restrictive loan approval policies and improved collection management. Liabilities Total liabilities as of 31 December 2012 came to CLP 1,396,378 million, up 4.6% compared to CLP 1,334,441 million as of December 2011. This is fundamentally due to current liabilities up 36.7%, which in turn was influenced by other current financial liabilities up 189.1% and by the increased use of credit lines and the transfer of part of the long-term debt to the short term. Non-current liabilities as of 31 December 2012 were down 28.4% compared to the end of 2011, mainly due to a 60.4% reduction in non-current financial debt because part of the long-term debt was transferred to the short term. Total financial debt was up 9.9% compared to 31 December 2011, mainly due to the increased use of lines of credit as part of the exchange rate hedging strategy. Financing Activities Walmart Chile S.A. restructured its financial liabilities by signing a long-term syndicated loan with Banco Santander, BancoEstado, BBVA and Citibank N.A. 28 September 2006, thus concentrating an important part of the current short-term and long-term loans into a single loan maturing in March 2014. Banco Santander is the lead bank in the operation and Banco Estado is the agency bank. Walmart Chile S.A. restructured its financial liabilities 20 May 2010 by signing a long-term syndicated loan with Banco de Chile, Banco Santander and Banco BBVA, thereby concentrating 100% of its short-term loans and the syndicated loan signed 22 May 2008 with Banco de Chile, BBVA, Scotiabank, Itaú, Corpbanca and Banco Santander, which matured 22 May 2010 into a single loan Walmart Chile S.A. and Subsidiaries Reasoned Analysis of the Financial Statements Fourth Quarter 2012 Results The company’s policy is to adjust for impairments of the abovementioned assets that have been discontinued. When the value of an asset is higher than its estimated recoverable amount, its value is reduced immediately to the recoverable amount through recognition of impairment loss. As of 31 December 2012, CLP 1,841 million was recognized for impairment loss. Property, plant and equipment deterioration losses amounting to CLP 1,477 million were reported 31 December 2011. maturing May 2013. 3. Book Value and Market Value of Assets Assets with an indefinite useful life are not subject to amortization and are annually subjected to impairment loss tests. Assets subject to depreciation or amortization are subjected to impairment loss tests when events or change in circumstances indicate that the book value may not be recoverable. 4. Cash Flow CASH FLOW STATEMENT CLP mn 01-01-2012 12-31-2012 01-01-2011 12-31-2011 Variation % Net cash flow from operating activities 219,035 149,873 46% Net cash flow from financing activities (37,694) (66,872) 44% Net cash flow from investment activities (180,077) (121,592) -48% 1,265 (38,591) 103.3% 49 13 1,313 (38,578) Net increase (decrease) in cash and cash equivalents before the effect on exchange rate Effects of exchange rate variation on cash and cash equivalents Net increase (decrease) in cash and cash equivalents 281% 103.4% Cash flow by segment As of 31 December 2012 CASH FLOW STATEMENT CLP mn Retail Real Estate Financial Services Corporate Net cash flow from operating activities 214,368 33,865 (1,858) (27,341) Net cash flow from financing activities 9,691 0 0 (47,385) (150,712) (29,109) (355) 100 73,347 4,756 (2,213) (74,626) Financial Services Corporate Net cash flow from investment activities Reduction of cash and cash equivalents As of 31 December 2011 CASH FLOW STATEMENT CLP mn Retail Real Estate Net cash flow from operating activities 115,142 14,687 2,752 17,292 Net cash flow from financing activities (20,797) 0 0 (46,075) Net cash flow from investment activities (70,529) (65,686) (3,276) 17,898 Reduction of cash and cash equivalents 23,816 (50,999) (524) (10,884) 209 Walmart Chile S.A. and Subsidiaries Reasoned Analysis of the Financial Statements Fourth Quarter 2012 Results The Corporation generated a net cash increase before the exchange rate effect of CLP 1,313 million, which is broken down as follows: operating activities generated a net positive flow of CLP 219,035 million due to increased operating flow stemming from the Retail (Supermarkets) and Real Estate segments because of higher revenue and improved expense efficiency, which was partially offset by reduced cash flow from the Financial Services and Corporate segments. Investment activities generated a net negative flow of CLP 180,077 million, which is basically due to disbursements related to the opening of new stores as part of the investment plan. CLP 150,712 million of this total corresponds to the Retail segment and CLP 29,109 million corresponds to the Real Estate segment. Financing activities produced a net negative flow of CLP 37,694 million, mainly due to the payment of loans in 2012 by the Walmart Chile Corporate segment. 5. Financial Indicators Main Indicators 12-31-2012 12-31-2011 Debt Indices Financial debt/EquityTimes 0.71 0.73 Financial debt/EbitdaTimes 2.11 2.13 Total liabilities/Total assetsTimes 0.66 0.68 Third-party debt ratioTimes 1.52 1.63 66.3% 50.8% Liquidity ratioTimes 0.73 0.92 Acid test ratioTimes 0.46 0.60 Current liabilities/Total liabilities % Liquidity indices Debt ratio Financial debt over EBITDA The financial debt to equity ratio fell from 0.73 in December 2011 to 0.71 in December 2012 as a result of higher financial debt and equity, which was due to higher accumulated income. The financial debt over EBITDA ratio dropped from 2.13 in December 2011 to 2.11 in December 2012. This was due to increased financial debt and EBITDA. Liquidity ratio The liquidity ratio (current assets over current liabilities) came to 0.73 as of 31 December 2012, down from 0.92 as of 31 December 2011. This reduction was due to the transfer of long-term debts to short-term debts.. Acid test ratio The acid test ratio is a liquidity indicator that is stricter than the current ratio, since it does not consider inventories among current assets. This ratio went from 0.6 as of 31 December 2011 down to 0.46 as of 31 December 2012, mainly due to the transfer of long-term debts to short-term debts. Main Indicators 12-31-2012 12-31-2011 Activity Indices Inventory turnover *Days 40.12 38.18 Average collection period**Days 46.00 48.27 Average payment period***Days 51.53 44.90 * 365 x average current inventories /sales cost ** 365 x accounts receivable / net sales *** average supplier payment period (excluding the payment of foreign suppliers) Walmart Chile S.A. and Subsidiaries Reasoned Analysis of the Financial Statements Fourth Quarter 2012 Results Inventory turnover Average collection period Inventory turnover came to an average 40.12 days as of December 2012, up from 38.18 days as of December 2011. This variation is mainly due to increased inventory attributed to incorporation of a new distribution center and the opening of new stores in 2012. The average collection period came to 46.00 days as of December 2012, down from 48.27 days for the same period in 2011. This was due to restructuring of the Financial Services portfolio. Average payment period The average payment period as of December 2012 came to 51.53 days, up from 44.9 days over the same period in 2011. This was due to delayed payment because of the financial integration period executed starting in January 2012. Main Indicators 12-31-2012 12-31-2011 Efficiency and Profitability Indices Total Financial Expense Hedging *Times 10.0 11.9 Profitability over Equity % 16.0% 17.8% Profitability over Assets % 5.5% 5.8% Profit per share CLP EBITDA / Sales % 17.7 17.5 8.5% 8.4% *EBITDA/Financial Expenses Financial expense hedging Earnings per share Financial expense hedging came to 10.0 times between January and December 2012, down from 11.9 times during the same period of 2011. This variation is due to a net financial expenses increase amounting to 32.7%. Earnings per share as of 31 December 2012 came to CLP 17.7, up from CLP 17.5 as of 31 December 2011. This increase is due to higher profits. Profitability over equity ratios The profitability over equity ratio came to 16.0% as of 31 December 2012, down from 17.8% for the same period the year before. The profitability over total assets ratio amounted to 5.5%, down from 5.8% for the same period the year before. This variation is mainly due to equity up 12.6%, while profitability increased by 1.5%. Sales per m2 As of 31 December 2012 Annual sales /m2 Retail 3,666,136 Walmart Chile S.A. and Subsidiaries Reasoned Analysis of the Financial Statements Fourth Quarter 2012 Results 6. Market risk analysis The Corporation’s investments in securities traded on the market involve a certain degree of risk. Our company’s investment managers must carefully consider the following risk factors and other information included in this complementary information, as well as examine the annual reports of the company and/or any additional reported information. The Corporation is exposed to different market variations, including interest rate and exchange rate variations. Interest rate risk The Corporation’s interest rate risk stems from its debt with third parties, which include letters of credit and overdraft lines of credit. The variable rate debt exposes the Corporation to cash flow interest rate risk. Debt at a fixed interest rate exposes the Corporation to fair value interest rate risk. In this sense, the Corporation is exposed to little risk associated to fluctuating interest rates in the market, since an important percentage of its debt is structured at fixed rates, either directly or through derivative contracts. Following a sensitivity analysis regarding the portion of debt that currently has a net variable rate for coverage, the effect on income under a scenario in which rates increase by 5% compared to the current rates and the rest of the variables remain constant would be losses before tax amounting to CLP 696,450,000 as of 31 December 2012. The Corporation has taken out a Cross Currency Swap, which is used to transform debt in Chilean pesos into unidades de fomento and variable rate into fixed rate. Exchange rate risk Exchange rate risk is the risk that market price variations due to foreign currency fluctuations may affect Group income or the value of its financial instruments. The objective of exchange rate risk management is to manage and control exposure to changes in the market due to this concept within reasonable parameters while concurrently optimizing profitability. The functional currency used by the Group is the Chilean peso when it comes to setting prices for its services, balance sheet composition and effects on operating income. The Corporation did not have any accounts receivable in foreign currency as of 31 December 2012. 62% of the Corporation’s financial debt is in Unidades de Fomento, 29% is in Chilean pesos and 9% is in US dollars. As of 31 December 2012, the Corporation has a financial debt balance in foreign currency amounting to US$ 89.6 million. As of 31 December 2012, the observed US dollar exchange rate came to CLP 479.96, down 8% compared to the closing value of CLP 519.20 as of 31 December 2011. Considering the aforementioned values, a sensitivity analysis was conducted in order to determine the effect of exchange rate variation on the Corporation’s income, considering the amount not covered by the natural hedge between assets and liabilities in foreign currency. This was sensitized considering ±10% variations in the observed US dollar exchange rate as of 31 December 2012. This sensitization meant that the effect on the Corporation›s income before taxes could have increased (decreased) by CLP 29,849,000 during the fiscal year. As of 31 December 2012, the Corporation held financial assets in foreign currency amounting to US$ 40.4 million. Availability of capital for future expansion The Corporation’s management cannot be absolutely sure that the Corporation will generate sufficient cash flow from its operations or obtain external sources of financing that are sufficient to finance the investments needed for future expansion. The Corporation’s ability to access financial markets to obtain the capital needed to finance its operations and necessary capital expansions will depend to a large degree on market conditions, over which the Corporation has no control. 211 Walmart Chile S.A. and Subsidiaries Significant events 1. As of 28 March 2012, the Corporation reported the following: The Walmart Chile Board of Directors agreed to: i) Summon a special shareholders meeting 25 April 2012 in order to announce the issuing of an intellectual property license between Wal-Mart Stores Inc., the American parent company and its Chilean subsidiary Walmart Chile S.A. for the consideration of our shareholders. Once the required independent evaluator report is available at the Corporation’s offices and its webpage, this will be promptly notified by means of a material event. ii) Summon an ordinary shareholders meeting for the same date, immediately after the aforementioned special shareholders meeting, for the purpose of announcing the following issues: ʭʭ a. Announcing the annual report, general balance, financial statements and external auditors report for Walmart Chile S.A. as of 31 December 2011 ʭʭ b. Deciding on fiscal year results and profit sharing ʭʭ c. Total renewal of the Board of Directors ʭʭ d. Establishing Board salaries ʭʭ e. Appointing an external auditing company and risk rating agencies ʭʭ f.Announcing Board of Directors agreements regarding operations governed by Article 44 of Corporations Law N°18,046 ʭʭ g. Generally reporting on the Corporation’s business progress and discussing all other issues corresponding to the ordinary shareholders meeting. iii) Register a line for issuing one or more local bonds, hereinafter the “Line of Bonds”, with the Securities and Insurance Supervisor. This line amounts to a total UF 12.5 million, over a maximum term of 10 years as of the issuing and placement date of the corresponding bonds. Once the Line of Bonds has been registered in the Securities Registry, the Board of Directors will be required to approve issuing of the corresponding bond(s). This Line of Bonds is designed to restructure the company’s liabilities. 2. As of 5 April 2012, the Corporation reported the following: The independent evaluator’s report regarding the issuing of an intellectual property license between WalMart Stores Inc., the American parent company and its Chilean subsidiary Walmart Chile S.A. is currently available at Walmart Chile offices and its webpage. The singing of this contract will be submitted for consideration of our shareholders at a special shareholders meeting summoned for 25 April 2012. 3. As of 13 April 2012, the Corporation reported the following: The Walmart Chile Board of Directors agreed to cancel the summoning of a special shareholders meeting for 25 April so that our shareholders can better analyze the transaction regarding the issue of an intellectual property license between Wal-Mart Stores Inc., the American parent company and its Chilean subsidiary Walmart Chile S.A. Furthermore, it was agreed that the summons to an ordinary shareholders meeting to be held 25 April 2012 at 10:00 AM would be upheld. Walmart Chile S.A. and Subsidiaries Significant events 4. As of 27 June 2012, the Corporation reported the following: At a Board of Directors meeting held at the corporation’s offices 27 June 2012, it was agreed to change and complement the agreements reached at the Board of Directors meeting held 28 March of this year regarding the Line of Bonds, hereinafter also the “Line”, which was agreed to be registered at the corresponding Supervisor. In this sense, the Board of Directors decided to extend the term for the Line of Bonds from which the corresponding local bonds will be issued to a term of 10 years, initially agreeing to a maximum term of 30 years. In addition, it was formally noted that said Line will have a maximum amount of 12,500,000 Unidades de Fomento as the equivalent in Chilean pesos, regardless of whether the Line is issued in Unidades de Fomento or in nominal Chilean pesos. Regarding the use of funds stemming from the issuing of bonds to be issued from the Line, these will be used for refinancing liabilities corresponding to the company and/or its subsidiaries; financing the investment program for the company and/or its subsidiaries; and/or other general corporate purposes of the company and/ or its subsidiaries. The foregoing is without prejudice to each issuing from the Line indicating the specific use to be made of these funds. 213 Annual Report 2012 Design & Production: Baobab Diseño Limitada