2011 Annual Report Index Corporate Name Address Type of Company Taxpayer ID No. Walmart Chile S.A. Avenida Presidente Eduardo Frei Montalva Nº 8301. Quilicura, Santiago, Chile. Public Corporation 96.439.000-2 Website www.walmartchile.cl E-mail info@walmartchile.cl Telephone +56 (2) 200-5000 Fax +56 (2) 200-5100 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. 04 Chairman’s Letter 07Mission and Values 08Our Business 10 12 14 15 17 Our Employees 20 Corporate Governance 22 25 26 30 32 The Company Our History Suppliers The Industry Board of Directors and Corporate Governance Policies Management Ownership and Control Group Structure Company Ownership Chart 34Management Report 36 39 41 Our Strategic Pillars The Year’s Accomplishments Financial Risk Management 44Performance by Business Area 46 50 52 54 56 Supermarkets Real Estate Financial Services Distribution and Logistics Other Businesses 58Social Responsibility 60 64 66 68 Our Commitment to our Employees Our Commitment to the Community Our Commitment to Sustainability Declaration of Responsibility 70Financial Statements 3 Chairman’s Letter TO OUR SHAREHOLDERS: commercial proposals and the rolling out of our Every Day Low Price (EDLP) policy have all contributed to this strong It gives me great pleasure to present you with the performance. Annual Report for 2011, a year in which Walmart Chile made sustained progress with its internal development Total administration and sales costs increased 6% from the and excellence plan and achieved an historic financial previous year, which in view of the 14.4% increase in total performance with total sales of over US$5 billion. sales revenue, shows a significant increase in productivity. The company generated EBITDA of US$ 449 million and The economic outlook in Chile is auspicious, the gross a net utility of US$ 219 million, well above the previous domestic product has grown by 6%, more than 300,000 year’s figures. An additional US$ 58.7 million can be largely new jobs have been created and there has been a strong attributed to the sale of Walmart’s 35% share in Alvi and upsurge in consumer spending. At the same time the rate goodwill assets arising from the purchase of the remaining of inflation has risen to more than 4% overall while food 50% share of the Aliserv, AquaPuro and AquaNatura group. prices have escalated at an even higher rate. The retail industry is showing vitality and there is vigorous competition Throughout 2011, we worked with focus and determination in the supermarket sector. in every aspect our business to fulfill our mission of “saving people money so they can live better”. Not only did we In this promising economic climate, the company has increase our price difference with our competitors, we also opened 41 new retail units including 23 Ekono, 13 Super ran a number of highly successful promotional campaigns Bodega Acuenta, 4 Express and 1 Hypermarket. Total during the year, including the Back to School campaign in investment for the year was more than US$ 313.5 million March and the Easter, Spring and Christmas campaigns. and featured an intensive program of remodeling and the There was also the promotional launch of the new range opening of a new distribution center. of American beef, a new clothing line exclusive to Líder by Selena Gómez and new imported product lines from Walmart Chile’s total sales revenue for the year amounted Walmart’s worldwide network of suppliers. Finally, by to US$ 5,016 million, an increase of 14.4% compared consolidating our sales strategy for Walmart’s own brands to the previous year. New retail units accounted for one- such as Great Value, Parent’s Choice and Equate, sales of third of these sales while the remaining two-thirds can be these produced increased by 25% over the year. attributed to increased sales in existing units. Substantial 4 improvements to our distribution and supply networks, On other areas of our business, we focused our efforts information systems and internal processes, innovative on improving our operations and systems procedures by integrating with Walmart Inc.’s systems and adopting best leadership. My special thanks go out to each and every practices from around the world. We introduced modern one of our 40,218 employees for their hard work which systems for the administration of our master articles, has resulted in Walmart Chile consolidating its leadership inventories and logistical centers and a new system for position in the retail industry. in-store administration. One of the highlights of 2011 was the opening of the Lo Aguirre Distribution Center which is In summary, we have made orderly and systematic progress being hailed as one of the most modern distribution centers on many fronts. The Walmart standards and culture grow in South America. Measuring 625,000 square feet, this stronger every day and we have made significant progress warehouse is equipped with an automated sorter with a in modernizing our logistics, processes and information capacity for handling 250,000 cases a day which can be systems. The company is in a solid financial position increased to 320,000 in the medium term. This technology and in excellent shape as it looks ahead to its five-year has made it possible to redistribute flows and will increase development plan. productivity by 30%. The company’s commitment to environmental sustainability is stronger than ever, with a considerable increase in the use of recycled materials, the introduction of sophisticated energy-saving programs and the launch of a new line of own brand phosphate-free detergents. Additionally, through our sustainable agriculture program we have doubled the number of local farmers who are providing us with top quality products farmed using environmentally friendly practices. In the area of Social Responsibility we continue to work closely with the Hogar de Cristo charity on our “Your change in good hands” program, we are collaborating with communities at each of our retail locations and we are now the cooperating partner and sponsor of Chile’s first food bank. Felipe Ibáñez Scott Finally, and in line with Walmart’s unique spirit, we have Chairman of the Board of Directors put a great emphasis on developing talents, creating an efficient and pleasant working environment within the company and on a host of initiatives that make Walmart Chile a great place to work. Notably, in 2011 approximately 2,400 employees were promoted to positions of greater responsibility and around 30,000 received training in both technical areas and skills such as management and 5 6 2 011 | Annua l R ep o rt Wal mar t Chil e Mission and Values Our Mission We save people money so they can live better. Our Values Integrity guides our conduct and relationships with clients, suppliers and the community. We practice integrity every day through our three basic principles. 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. * Respect for the individual * Service to our customers * Striving for excellence 7 Chapter 01 OUR BUSINESS Wal mar t Chil e 2 011 | Annua l R ep o rt The Company “ Walmart Chile’s growth is based on a continuous strategy of low prices and a comprehensive array of customer services” Walmart Chile is a Chilean retail company whose main aCuenta - and was the country’s largest chain in terms of business is supermarkets. The company’s chains, including supermarket sales, which reached Ch$2,407,248 million. Lider, Express de Lider, Ekono and SuperBodega aCuenta, are located throughout the country, from Arica to Punta Arenas. In addition, Walmart Chile develops real estate projects 694,028 m2 Sales surface area though Walmart Chile Inmobilaria and provides financial services through Walmart Chile Servicios Financieros. These businesses allow the company to develop comprehensive 95,973 m 2 value proposals for all the segments it serves. Walmart Chile’s growth is based on a continuous strategy of low prices and a comprehensive array of customer 54,079 m2 454,015 m 2 89,961 m2 services. These two elements are complemented by constant expansion of our network of multi-format stores, located at strategic points throughout the country. With more than 50 years of experience, 314 supermarkets, 12 shopping centers, as well as 1.49 million current Presto Financial Services cards, Walmart Chile has become the country’s largest supermarket chain, with a wide customer base that draws The financial services business unit provides consumer from every socioeconomic stratum. credit via Presto cards and offers various value-added products and services. Presto offers coverage from Arica Supermarkets to Punta Arenas, with 117 points of service (modules and branches) and ATMs. In order to satisfy the needs of more than 5 million Chileans from diverse socioeconomic groups, Walmart Chile has The Presto card has 1.49 million users and is accepted at developed various supermarket formats. more than 53,000 associated businesses throughout the country, where customers can obtain cash advances, make Worldwide, Walmart has become known for its “every day purchases (with or without installments) and register for any low price” slogan. Accordingly, Walmart Chile works daily of the services offered by Walmart Chile and its business to fulfill its mission to save customers money so they can areas (Supermarkets, Presto Viajes (travel), Lider.cl and live better. The company focuses its strategy on delivering Presto Seguros (insurance)). excellent quality at the market’s lowest prices. Various complementary services, such as, life, health, 10 At the end of 2011, the Company had 314 stores - 69 Lider, automobile and home insurance and mutual funds and 57 Express de Lider, 137 Ekono and 51 SuperBodega consumer loans are also available. Real Estate The company currently owns 314 supermarkets and manages 12 shopping centers and more than 1,736 stores Walmart Chile Inmobilaria develops real estate projects in throughout the country. In total, it owns and manages accordance with the Company’s growth plans and multi- 1,361,773 m2 of rental space, which makes it one of the format strategy.Thus, it is responsible for identifying potential country’s largest retail real estate operations companies, sites for supermarkets and shopping centers, as well as their working daily to improve the quality of life of Chileans. construction and management. TOTAL QUANTITY BY BUSINESS LIDER 69 EXPRESS DE LIDER XV LÍDER: 1 EXPRESS: 1 PRESTO: 2 LÍDER: 2 EXPRESS: 1 PRESTO: 3 S. CENTERS: 1 II III LÍDER: 3 EXPRESS: 1 ACUENTA: 1 PRESTO: 4 57 SUPER BODEGA ACUENTA 137 PRESTO BRANCHES AND KIOSKS 117 LÍDER: 5 EXPRESS: 11 ACUENTA: 5 EKONO: 11 PRESTO: 12 S. CENTERS: 3 V LÍDER: 4 EXPRESS: 2 ACUENTA: 2 EKONO: 3 PRESTO: 7 RM LÍDER: 35 EXPRESS: 28 ACUENTA: 19 EKONO: 123 PRESTO: 59 S. CENTERS: 6 VI VII SHOPPING CENTERS 12 LÍDER: 1 PRESTO: 1 IV 51 EKONO LÍDER: 1 PRESTO: 1 I VIII LÍDER: 4 EXPRESS: 5 ACUENTA: 8 PRESTO: 7 S. CENTERS: 1 IX XIV LÍDER: 2 EXPRESS: 2 ACUENTA: 4 PRESTO: 5 X LÍDER: 6 EXPRESS: 3 ACUENTA: 7 PRESTO: 8 LÍDER: 1 ACUENTA: 2 PRESTO: 1 LÍDER: 1 EXPRESS: 1 PRESTO: 2 S. CENTERS: 1 LÍDER: 3 EXPRESS: 2 ACUENTA: 3 PRESTO: 5 XII Our Business 11 Wal mar t Chil e 2 011 | Annua l R ep o rt Our History “ The first supermarket in Chile and Latin America, Almac, opened in 1957. This new format - with parking spaces, a wide variety of merchandise and check-out lines at the exit - enabled the company to grow in terms of service and quality” ORIGINS SUSTAINED GROWTH DIVERSIFICATION 1893: Gratenau y Cia, a wholesale importer and distributor, was founded. 1984: The first Ekono supermarket 1992: The real estate division, Saitec, opened in Santiago. This discount format has since consolidated its presence in the country. was formed and the company’s first shopping center, La Dehesa Shopping, opened. 1985: D&S Distribución y Servicio S.A. began operations as a distributor and service provider for the company’s supermarkets. 1996: D&S introduced the lowcost megamarket concept, opening Hipermercado Lider Pajaritos in Santiago. The company also conducted its initial public offering on the Santiago Stock Exchange, becoming a public corporation. The Presto card was also launched that year. 1930: Depósitos Tres Montes begins retail food sales. 1954: The first self-service stores with a wide selection of products open. 1957: The first supermarket in Chile and South America opened under the name Almac. This new format with parking spaces, a wide variety of merchandise and check-out lines at the exit - enabled the company to grow in terms of service and quality. 1987: The first Hipermercado Ekono opened. This concept was based on the low-price supermarket model, but offered a larger sales floor and non-food merchandise. 1990: The plan to expand throughout Chile began with the Hipermercado Ekono in Viña del Mar, the first outside Santiago. 1997: The Service School (Escuela de Servicio), a unit created to teach the Company’s suppliers and employees, began operating. The distribution center, also known as LTS, opened in Santiago. Additionally, the company’s first ADR was issued on the New York Stock Exchange (NYSE: D&S). 1993: International expansion began with the first Ekono supermarket in Argentina. However, this initiative ended in 1999 when D&S sold the shares in its subsidiary, Supermercados Ekono S.A. (Argentina). 12 2000: The first Lider Vecino, a compact hypermarket, opened. Since 1957 NATIONAL PRESTIGE 2001: FarmaLider opened. In 2006, an agreement with Farmacias Ahumada S.A. ended the company’s direct involvement in pharmacies. 2002: The company listed its stock on the Madrid Stock Exchange in the Latibex market. 2003: Supermarkets and hypermarkets were unified under the Lider brand name. Compact supermarkets and hypermarkets were branded Lider Express. At the end of the year, the company reached an agreement with the French chain, Carrefour, purchasing its operations (seven hypermarkets) in Chile. 2005: Presto became the first open, non-bank credit card. The Presto insurance brokerage was created. CONSOLIDATION 2006: The first two Espacio Urbano shopping centers opened. Also, the company opened the world’s southernmost shopping center in Punta Arenas. 2007: Lider hypermarkets were rebranded Hiper Lider and Lider Express supermarkets were re-branded Express de Lider. At the same time, the company launched its new Ekono discount format in Santiago and a discount warehouse format, SuperBodega aCuenta. 2008: In December, D&S merged with US supermarket chain Walmart, an important milestone in the company’s history. 2009: The process of integrating D&S and Walmart began, with three main focuses: culture, corporate governance and value creation. The acquisition process, known as Forge (Future Organization and Readiness for Global Expansion), aimed to create incremental value by implementing best practices from other countries where Walmart operates. D&S also began integrating sustainability, which has been part of Walmart’s business strategy since 2005. 2010: D&S S.A. changed its corporate name to Walmart Chile S.A. 2011: As a part of the consolidation process, the financial services and real estate divisions changed their corporate names to Walmart Chile Servicios Financieros S.A. and Walmart Chile Inmobilaria S.A., respectively. In addition, all Hiper Lider stores changed their logo and name to Lider, improving the brand’s strength, proximity, innovation and modernity. Our Business 13 Our Employees At Walmart Chile, people are a fundamental element of our In an effort to contribute to the country’s growth and business, which is why we have a robust human resources development, the company has endeavored to provide policy that seeks to benefit employees and develop their work opportunities for young people between 18 and 24 abilities. Toward that end, Walmart Chile has developed years old. Today, this group accounts for 29% of Walmart cutting-edge training programs and policies, which have Chile employees. created an excellent working environment. As of December 2011, the company had 40,218 employees, 54% of whom were women. HUMAN CAPITAL STATISTICS 2011 Number of employees 40,218 % between the ages of 18 and 24 29% % of women 54% Number of training hours 446,269 Number of promotions 2011 STAFFING Walmart Chile S.A. Walmart Chile Comercial S.A. Retail Business Unit MANAGERS AND EXECUTIVES PROFESSIONALS & TECHNICIANS ASSOCIATES TOTAL 9 0 1 10 79 364 775 1.218 36,452 196 2,411 33,845 Real Estate Business Unit 25 149 351 525 Financial Services Business Unit 25 146 1,842 2.013 334 3,070 36,814 40,218 Total 14 2,466 Our Suppliers “ Collaboration with our suppliers is vital in light of the complex commercial, operational and financial variables that interact to provide our customers with the best products and prices” Last year (2011) was an extraordinary year in terms of change. We are proud to say that the goal has been met. We initiatives undertaken in conjunction with our suppliers. are now one step closer to converting stores to the Walmart These initiatives aimed to offer our customers the best system and enjoying all of the efficiency it provides. possible value proposal. Year after year, in order to fulfill our mission, we focus our priorities on our Every Day Low Prices Similarly, logistics, the area that ensures that each product strategy. In 2011, the four key focuses were: collaboration, is on the shelves when our customers need it, supports innovation, integration and efficiency. development of our supplier relationships. Efforts to streamline product distribution have materialized in a new Collaboration with our suppliers is vital in light of the complex continuous-flow warehouse and construction of a modern commercial, operational and financial variables that interact distribution center with a daily processing capacity of to provide our customers with the best products and prices. 250,000 boxes. In the medium term, this daily capacity In that context, we can proudly say that there are formal, could be expanded to 300,000 boxes. In 2017, the center relationship-governing agreements with the suppliers of will process 40% of the company’s daily flow. 100% of the products on our shelves. This is yet another step toward integrity and transparency in our strategic These additions complement existing regional warehouses partner relationships. in Antofogasta, Chillán, Temuco and Santiago. We now have a total of nine merchandise processing centers, Innovation is one of the driving forces of growth and which streamline deliveries from our suppliers, making the structural change in the supermarket industry. distribution chain more efficient and reducing associated costs. There are still sizable challenges to be faced related Through this strategic focus, we aim to impress our to improving and continuously reducing distribution costs. customers with high-quality products, low prices and We have enthusiastically incorporated those challenges into industry-leading efficiency and sustainability initiatives in our future plans. the supply industry. Initiatives that will always have a place in our strategy include: sustainable packaging, reduction of In closing, we share the results of a study, conducted by unnecessary material, easily replaceable products, and first- international consultants The Advantage Group, that fill us to-market and exclusive products. Concrete steps toward with pride. effective delivery of these proposals are possible only with the cooperation of our suppliers. “The Advantage Mirror Report” is an annual study that seeks to identify the best supermarket operator from among Also, in 2011 our suppliers became part of the process of a group of seven retail industry leaders, by directly surveying integrating our parent company’s systems and procedures. 57 suppliers in various business areas. The results are The implementation of our new supplier and merchandise striking: Walmart Chile was named the best company from system, which is the heart of Walmart’s management among its main competitors at the national level, leading the processes and systems, has been a symbolic and positive rankings in practically all the evaluated aspects. Our Business 15 The success recognized by The Advantage Group was PERFORMANCE AREA achieved in conjunction with our suppliers, our strategic partners, and we are grateful for their efforts and trust. We assure them that we will continue to work together to maintain this collaborative work standard. NEW DISTRIBUTION CENTER Overall Performance 1 Business Relationships 1 Personnel / Organization 1 Categories/ Business Development 2 Execution of Initiatives 1 Supply Chain 1 Private Label Brand Development 1 MAIN SUPPLIERS IN 2011 PROCESSING CAPACITY Nestle Chile S.A. Unilever Chile S.A. 250,000 Agrosuper Comercializadora de Alimentos Ltda. Boxes per Day CMPC Tissue S.A. Comercial Santa Elena S.A. Empresas Carozzi S.A. Procter & Gamble Chile Ltda. IT WILL PROCESS 40% Of daily flow by 2017 16 RANKING (7 RETAILERS) Watt´s S.A. Coop Agrícola y Lechera de la Unión Ltda. Embotelladora Andina S.A. The Industry Economic Environment China’s GDP grew by 8.9% and Peru grew by 6.9%. Together, these two nations represent 20% of Chile’s trade. The Chilean economy was strong in 2011 with growing Retail Sales internal demand, driven by a 2.9% increase in employment, a 1.8% increase in salaries in real terms and a 6.0% increase in GDP relative to the year prior. The average unemployment According to the report issued by Chile’s National Chamber rate was 7.1%, 114 basis points lower than 2010. of Commerce (Cámara Nacional de Comercio), retail sales in the Metropolitan Region grew by 8.1% in 2011. This increase In 2011, cumulative inflation reached 4.4%, which was primarily attributable to the year’s rising employment and was above the Central Bank’s target range of 2-4%. wages, as well as expanded financing for consumer goods. Consequently, the government reduced the monetary stimulus, raising the monetary policy rate by 200 basis The following is a graphic illustration of the increase in annual points over the course of the year. This rate ended the year sales in the Metropolitan Region: at 5.25%. Finally, despite deteriorating macroeconomic scenarios in some European countries, the global economy experienced average GDP growth of around 4.3%, relative to 2010. Retail sales in the Metropolitan Region (% annual variation, in real terms) 17,6 10,4 8,1 8,0 5,4 4,7 5,1 3,3 1,7 1,8 2010 2009 2008 2005 2004 -1,9 2003 2002 2001 -2,6 3,3 0,6 2000 -0,5 1999 1997 1996 1995 1994 1993 1992 1991 -0,7 1998 2,2 4,9 2007 4,8 2006 6,9 2011 10,4 Source: National Chamber of Commerce, 2011 Our Business 17 Supermarket Sector ties to the banking industry, commerce, cooperatives, compensation funds and insurance brokerages. Sales in the supermarket industry grew by 9.1% in 2011. Walmart Chile’s participation in the industry includes the The industry has diversified its product range to include traditional supermarket line (groceries and perishables) as consumer loans, insurance intermediation, financing well as lines traditionally dominated by department stores, and sales of travel packages, among other items. This such as clothing, footwear, electronic appliances, and diversification has facilitated access to loans for sectors of home and furniture lines. society whose access to bank financing is limited. VARIATION IN SALES, METROPOLITAN REGION JA NUA RY-DECEMB ER 2 011 SHOPPING CENTERS The shopping center industry, which brings together an attractive, highly valued array of products, service and ITEM Perishables % VARIATION -3.1% entertainment options, began to develop in Chile in 1982 and has progressively grown. Groceries 0.8% Furniture 8.6% Rising income has reduced the number of households Home 8.1% necessary to support a shopping center. The current trend Electronics 15.9% is moving away from large malls on the outskirts of cities Footwear 19.9% toward smaller consolidated urban centers. New services, Clothing 13.9% such as medical centers and offices, are also being included Source: National Chamber of Commerce, 2011 in these urban centers. The main players in the shopping center market are Mall Plaza, Walmart Chile Inmobilaria and Cencosud Shopping Center S.A. These companies are FINANCIAL SERVICES also exporting their business models to countries in which they have established retail presences. The financial services industry has made a significant contribution to the diversification and penetration of credit REGULATORY ENVIRONMENT sources in financial markets. It plays an important role in the economy and in improving quality of life for a vast Walmart’s segment of the population. Through credit, these people are have access to goods and services that would otherwise be aforementioned, those activities are subject to a diverse difficult to obtain. range of generally applicable standards, especially main classified as economic and unregulated. business activities Notwithstanding the regarding how those businesses must operate. Antitrust, 18 The competitiveness of the financial services industry consumer protection and labor legislation are particularly is evident in the participation of various companies with applicable. “ Sales in the supermarket industry grew by 9.1% in 2011.” Financial activity through the Presto credit card is In terms of consumer protection, the company has adopted regulated however, primarily by the Central Bank and a policy of complete public transparency. It continuously the Superintendency of Banks and Financial Institutions updates its web pages www.walmartchile.cl and www. (Superintendencia de Bancos e Instituciones Financieras, presto.cl with extensive information of interest and legal or SBIF). Chile’s antitrust legislation is aimed at preventing information for consumers. The company also has sufficient monopolistic practices or activities and abuse of power in human resources and technology to respond to customers’ any market or industry. In recent years, the relative size and needs in a timely fashion. market power acquired by the main supermarket operators has become an increasing concern. In that context, the During the first quarter of 2010, the company’s bylaws Office of the National Economic Prosecutor (Fiscalía were modified as a result of enactment of the Corporate Nacional Económica) and the Antitrust Tribunal (Tribunal Governance Law (Ley de Gobiernos Corporativos), which de Defensa de la Libre Competencia) have actively sought modified Laws 18,045 and 18,046. to prevent abuses by said operators in their relationships with suppliers, the competition or customers. Walmart Chile As a result of Law 20,393’s provisions regarding the currently abides by the General Terms and Conditions for criminal responsibility of corporations, Walmart Chile is the Supply of Goods, (Términos y Condiciones Generales currently implementing a crime prevention model for itself de Aprovisionamiento de Mercaderías, or TCGA), which and its subsidiaries. have been in place since May 2007.The document is available on the company’s website: www.walmartchile.cl. Regarding issuance and operation of Presto credit cards, Law 20,555, passed in December 2011, grants authority The TCGA, among other provisions, established a Suppliers’ in financial matters, as of 2012, to the National Consumer Ombudsman, charged with preventing, receiving, examining Service (Servicio Nacional del Consumidor). The company as well as impartially and objectively resolving, in good is currently adopting all the (legal and operational) faith and as a mediator, any difficulty or dispute that arises measures necessary to fulfill the established requirements. between the company and any of its supermarket suppliers. Recent labor reforms in Chile have established new obligations and responsibilities for employers. In October 2006, the Labor Code (Código del Trabajo) was modified via the so-called Subcontracting Law, which made employers jointly and severally liable for certain labor obligations related to its contracted and subcontracted workers. The company does not anticipate that these provisions will have any substantial affects on its operations; however, it is impossible to predict the effects of future reforms and regulations. Our Business 19 Chapter 02 CORPORATE GOVERNANCE Wal mar t Chil e 2 011 | Annua l R ep o rt Board of Directors and Corporate Governance Practices “ The Board of Directors is charged with ensuring there is a strategic planning process, so that the company is managed in accordance with its own best interest, safeguarding the rights of shareholders and investors” AS OF DECEMBER 31, 2011, THE BOARD OF DIRECTORS IS COMPOSED OF THE FOLLOWING INDIVIDUALS: FELIPE IBÁÑEZ S. NICOLÁS IBÁÑEZ S. Director Business Degree ID: 5.638.106-6 JOSÉ MARÍA EYZAGUIRRE B. Director Attorney ID: 7.011.679-0 Chairman Business Degree ID: 5.638.122-8 BOARD OF DIRECTORS 2011 JOSÉ MARÍA URQUIZA Director Economist ID: 08380025071 CLAIRE BABINEUAX FONTENOT Director Attorney ID: 476077868 Board of Directors EDUARDO SOLÓRZANO Vice Chairman Economist ID: GO.250.799-7 CHRISTIAN PHILLIPE SCHRADER Director Business Degree I.D C5PHN9N7X JORGE GUITIÉRREZ P. Director Business Administration Degree ALBERTO EGUIGUREN C. Director Attorney ID: 9.979.068-7 RUT: 5.907.040-1 The Board must ensure implementation of appropriate information, control and auditing mechanisms and establish The company’s Board of Directors is composed of nine standards of conduct aligned with the company’s principles. members, without alternates. In addition to the Board’s 22 legal rights and responsibilities, it is charged with ensuring A Code of Ethics, reflecting our unwavering commitment there is a strategic planning process, so that the company to ethics and transparency, is distributed to each and is managed in accordance with its own best interest, every employee. The code clearly establishes the safeguarding the rights of shareholders and investors” corporate values, principles and standards that must guide Toward that end, it is responsible for appointing a top-notch professional behavior, both internally and in the presence executive team. of customers. Furthermore, each year every employee is asked to sign an Directors who are members of Walmart’s management affidavit certifying that they are not part of any commercial team do not receive stipends for their participation in the relationship, subject to any contractual obligations or other Board of Walmart Chile S.A. obligations that could be in conflict with the company’s interests. Table 2 details subsidiaries’ stipend payments to Walmart Chile board members who also serve as directors of the BOARD OF DIRECTORS COMPENSATION Company’s subsidiaries. The following table details the compensation paid in stipends and other fees, specifically to the company’s directors in 2011: TABLE 1 COMPENSATION PA ID IN ST IPENDS AND OTHER FEES Name Dieta 2010 (ThCh$) Dieta 2011 (ThCh$) Felipe Ibáñez Scott 160,335 141,494 Eduardo Solórzano - - 65,547 75,339 Wyman Atwell (*) - - Christian Phillipe Schrader - - José Luis Rodríguez Macedo (**) - - 54,058 69,310 Alberto Eguiguren Correa 160,304 149,387 Jorge Gutiérrez Pubill 105,053 66,324 José María Urquiza (***) - - Claire Babineuax Fontenot - - Nicolás Ibáñez Scott José María Eyzaguirre Baeza (*) SERVED AS DIRECTOR OF THE COMPANY UNTIL JANUARY, 2011 (**) SERVED AS DIRECTOR UNTIL AUGUST 31, 2011 (***) APPOINTED DIRECTOR OF THE COMPANY ON AUGUST 1, 2011 TABLE 2 COMPENSATION PA ID BY SUB SIDIA RIES IN 2011 NAME 2010 STIPEND (ThCh$) 2011 STIPEND (ThCh$) Alberto Eguiguren Correa 49,390 48,581 Jorge Gutiérrez Pubill 44,746 52,518 Corp ora te Governance 23 “ DIRECTORS’ COMMITTEE In 2007, the Board established a policy on insider information and transactions involving securities issued by Walmart Chile and its subsidiaries.” The Board decided that Walmart Chile would also apply the standard to transactions involving its own shares, At an extraordinary shareholders meeting held on April 30, in the event that such operations were approved at the 2010, shareholders agreed to discontinue the Directors’ shareholders’ meeting. A manual and explanatory guide on Committee described in Article 50 of Law 18,046 on application of the policy have also been published. Corporations. The company does not meet the legal requirements that would make such a committee obligatory. The policy establishes authorization, warning and blockage systems for Walmart Chile securities transactions by MANAGEMENT OF INSIDER INFORMATION directors and key managers and executives of Walmart Chile and its subsidiaries. Among other measures, and In 2007, the Board established a policy on insider information in light of the informational asymmetry that could exist and transactions involving securities issued by Walmart between the Company’s executives and the public, the Chile and its subsidiaries. Walmart Chile implemented the policy divides the time between periodic public disclosures policy as a self-regulatory standard. The policy classifies into three periods. and guides potential conflicts of interest related to insider information, within the context of current legislation. Then, in 2008, with the SVS’ issuance of General Standards 210 and 211, the Board adopted a new standard to complement the insider information policy and provisions related to “Information of Interest”. Walmart Chile has committed to making this information available to the public, following the procedure established for that purpose. An Information Committee comprised of Walmart Chile’s CEO, Legal Counsel and Manager of Corporate Affairs is responsible for general coordination of information-control tasks and related disciplinary actions designed to maintain the necessary controls over information disseminated to the securities market and investors. 24 Management As part of the consolidation process and in order to optimize operations and meet new business requirements, Walmart Chile adopted a new organizational structure at the end of 2010. The new structure, depicted in the following graphic, was implemented in 2011. Board of Directors Internal Auditing Manager CEO Legal Counsel Corporate Affairs Manager Corporate Manager of Human Resources CFO Systems and Integration Manager COO Financial Services Division Manager Real Estate Division Manager Special Businesses Manager ORGANIZATIONAL STRUC TURE 2011 INDIVIDUA LS HOLD ING EX ECUT IVE POSITIONS NAME ID NUMBER POSITION PROFESSIONAL DEGREE Enrique Ostalé Cambiaso 8.681.278-9 CEO, Walmart Chile Business Olga Gonzalez Aponte 23.766.227-k CFO Business Carmen Román Arancibia 10.335.491-9 Legal Counsel Law Eduardo Herrera Barros 8.455.707-2 Systems and Integration Manager Civil Engineering Claudio Hohmann Barrientos 6.578.844-6 Corporate Affairs Manager Civil Engineering Karina Awad Pérez 9.291.267-1 Corporate Human Resources Manager Psychology Sebastián Rozas Heusser 10.601.201-6 Real Estate Division Manager Business Michel Awad Bahna 5.864.156-1 Financial Services Division Manager Business José Antonio Fernández 23.746.280-7 COO Biomedical Engineering Manuel López Barranco 7.014.100-0 Commercial Manager Business Rodrigo de la Cuadra 8.396.078-7 Special Businesses Manager Food Engineering The Walmart Chile group has established an executive incentive plan tied to targets and contribution to results. These incentives, which are included in a minimum and maximum gross remuneration structure, are paid once a year. The company does not currently offer stock options. Corp ora te Governance 25 Wal mar t Chil e 2 011 | Annua l R ep o rt Ownership and Control Walmart Chile views investor relations as a process of continuous communication, focusing on individual and institutional investors as well as financial analysts and regulatory bodies, the objective of which is timely and sufficient disclosure of company information. Shareholders Investor Relations In accordance with its bylaws, the company’s capital is Walmart Chile views investor relations as a process of represented by 6.25 billion shares, fully subscribed and continuous communication focusing on individual and paid-in, all in the same series and without nominal value. institutional investors as well as financial analysts and As of December 31, 2011 the shares were distributed regulatory bodies, the objective of which is timely and amongst 325 shareholders. sufficient disclosure of company information. Walmart Stores Inc. indirectly controls Walmart Chile Walmart Chile’s investor relations effort aims to comply with through a number of companies that are grouped within obligations concerning company-information and is based the shareholder Inversiones Australes Tres Ltda. Walmart upon the principle of providing transparent, sufficient, Stores Inc. was incorporated on October 31, 1969 under timely, coherent and reliable information. the laws of the State of Delaware, United States of America. More than 40% of shares in Walmart Stores Inc. is owned by Alice L. Walton, Jim C. Walton, S. Robson Walton, Helen R. Walton’s heir (represented by the first three aforementioned) and John T. Walton’s heir (represented by the first three aforementioned), all of whom share ownership, directly or indirectly, in Walton Enterprises, LLC (represented by the first three aforementioned). With the exception of the aforementioned persons and their heirs, no individual or entity owns more than 5% of the total shares issued by Walmart Stores Inc. As of December 31, 2011, Walmart directly or indirectly holds 4,867,453,738 shares of Walmart Chile, which is equal to 74.65% of the company’s total share capital. 26 Principal Shareholders The following table lists the company’s 12 largest shareholders as of December 31, 2011: 12 LARGEST SHAREHOLDERS DECEM B ER 31 , 2 011 NAME OR BUSINESS NAME SHARES Inversiones Australes Tres Limitada % 4,867,453,738 74.65% Fondo Inversión Privado Aurora III 722,962,068 11.09% Rentas Fis y Compañía Sociedad Colectiva Civil 686,572,844 10.53% Serv. Profesionales y de Comercialización Cuatro Ltda. 107,423,598 1.65% Serv. Profesionales y de Comercialización Dos Ltda. 107,303,248 1.65% Schouten N V Agencia en Chile 9,503,838 0.15% Larrain Vial S.A. Corredora de Bolsa 5,589,750 0.09% Banchile Corredora de Bolsa S.A. 4,132,418 0.06% IM Trust S.A. Corredora de Bolsa 2,306,321 0.04% Santander S.A. Corredora de Bolsa 1,344,864 0.02% Findel Westermeier Alicia 826,992 0.01% Chile Market S.A. Corredora de Bolsa 716,104 0.01% Share Price Walmart Chile’s stock is traded on the Santiago Stock As of December 31, 2011, the closing price for Walmart Exchange and the Electronic Exchange, under the ticker Chile shares on the Santiago Stock Exchange was symbol WMTCL. Ch$252.70. 350 PRICE PER SHARE 300 250 200 150 100 50 0 2001 2003 2004 2005 2006 2007 2008 2009 2010 2011 Corp ora te Governance 27 Quarterly Statistics Quarterly statistics for transactions over the last three years involving Walmart Chile shares, including transactions on the Santiago Stock Exchange, the Valparaiso Stock Exchange and Chile’s Electronic Stock Exchange, are as follows: QUARTE RLY STATISTICS SHA RE TRA NSACTIONS NO. OF SHARES TRADED (THOUSANDS) 2009 2010 2011 AVERAGE PRICE ($) TOTAL AMOUNT (THCH$) 255,849 251.32 64,300 Second Quarter 4,952 215.99 1,070 Third Quarter 6,024 218.98 1,319 Fourth Quarter 1,783 211.82 378 First Quarter 1,682 201.42 339 Second Quarter 1,220 197.58 241 Third Quarter 3,001 199.74 600 Fourth Quarter 12,093 298.29 3,607 First Quarter 2,549 317.63 810 Second Quarter 1,096 315.69 346 Third Quarter 5,260 260.17 1,369 Fourth Quarter 4,655 252.59 1,176 First Quarter SHARE TRANSACTIONS BETWEEN RELATED PARTIES Related party transactions involving Walmart Chile shares were as follows: RELATED PARTY 28 PURCHASE OR SALE QUANTITY PRICE (Ch$) GAINED CONTROL Inversiones Australes Tres Limitada Purchase 209,564 251 No Inversiones Australes Tres Limitada Purchase 10,000 250 No Inversiones Australes Tres Limitada Purchase 6,121 250 No Inversiones Australes Tres Limitada Purchase 57,300 250 No Inversiones Australes Tres Limitada Purchase 2,294,721 260 No Inversiones Australes Tres Limitada Purchase 10,800 242 No “ On December 31, 2011, the closing price of Walmart Chile shares on the Santiago Stock Exchange was Ch$252.70” DIVIDEND POLICY In accordance with Walmart Chile bylaws and applicable regulations, at least 30% of net income is distributed as dividends, except by unanimous agreement at an extraordinary shareholders’ meeting. The following table details the dividends distributed pursuant the requirements in the company’s bylaws. AMOUNTS DISTRIBUTED DIV IDENDS Year AMOUNT IN THCH$ (HISTORICAL) CH$ PER HISTORICAL SHARE 2000 11,037 2001 8,280 8 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 DISTRIBUTABLE INCOME The reconciliation of net income and distributable earnings is as follows: DISTRIBUTABLE INCOME ThCh$ Income (loss) Amortization of negative goodwill on investments - Accumulated losses - Accumulated deficit from subsidiary development Distributable income 113,904,520 Corp ora te Governance 29 Wal mar t Chil e 2 011 | Annua l R ep o rt Group Structure The following table details equity interests in Walmart Chile S.A. and its subsidiaries. It should be noted that all equity interest in subsidiary companies is owned, directly or indirectly, by Walmart Chile. WALMART CHILE S.A.’S EQUITY INTEREST IN SUBSIDIARIES DIRECT SUBSIDIARY Inversiones Internacionales D&S Ltda. LEGAL NATURE LLC Inversiones Walmart Chile Limitada LLC Walmart Chile Inmobiliaria S.A. Closed corporation subject to regulations on public corporations Walmart Chile Comercial S.A. Walmart Chile Servicios Financieros S.A. 30 Closed corporation Closed corporation DIRECT SHARE 99.999% 99.99% 99.99% 99.99% 99.99% PARENT COMPANY SUMMARIZED BUSINESS OBJECTIVE Walmart Chile S.A. To make investments, directly or indirectly, in Chile and abroad, tangible and intangible, such as stocks, futures, bonds, and percentage ownership or other rights to any type of partnerships, whether commercial or civil, communities or associations, via all types of titles and intangible goods. To purchase sell, contribute or preserve those investments and take interest in or participate as a partner or shareholder in companies or partnerships of any nature, as well as received and invest the results of those investments. Walmart Chile S.A. To make investments in tangible and intangible goods, such as stocks, futures, bonds, percentage ownership or other rights to any type of partnerships, be they commercial or civil, communities or associations, via all types of titles and intangible goods. To purchase sell, contribute or preserve those investments and take interest in or participate as a partner or shareholder in companies or partnerships of any nature. Inversiones Walmart Chile Limitada To make real estate investments and enter into all types of related contracts and undertake construction, transformations and any other type of operation it deems necessary on acquired property. To execute all types of civil and commercial operations, manage and utilize these investments and undertake all other similar or complementary lines of business upon which the partners agree. Inversiones Walmart Chile Limitada To purchase, sell, produce, import, export, commercialize, consign and distribute all types of merchandise, food products, pharmacy products, and cosmetics (wholesale and retail). To Construction on its own or using third parties. To provide services and consulting services related to installation, operation and functioning of supermarkets, shopping centers, restaurants, industrial kitchens and stores, as well as their administration. To acquire, transfer, import, export, market and rent equipment and machinery. To export supermarkets and provide representation. Inversiones Walmart Chile Limitada To provide and manage mutual funds and loans. To provide financing for consumption or any type of expense. To issue and operate credit cards. To provide insurance intermediation, financial services and consulting. To invest in tangible and non-tangible assets, real estate or intangible goods. BOARD OF DIRECTORS MANAGEMENT (MANAGERS & EXECUTIVES) SUBSCRIBED & PAID-IN CAPITAL (ThCh$) % OF PARENT COMPANY ASSETS INVESTED IN THE SUBSIDIARY Chief Executive Officer Enrique Ostalé Cambiaso 1,243,623 0.04% Chief Executive Officer Enrique Ostalé Cambiaso 491,854,585 37.40% Julio Gomes (Chaiman), Alberto Eguiguren Correa, Ricardo Marotta, Jorge Gutiérrez Pubill and Enrique Ostalé Cambiaso Chief Executive Officer Sebastián Rozas Heusser 432,778,108 32.94% Enrique Ostalé Cambiaso (Chairman), Alberto Eguiguren Correa, Olga González Aponte, Sebastián Rozas Heusser and Jorge Gutiérrez Pubill Chief Executive Officer José Antonio Fernández 90,363,559 7.01% Juan Carlos Pedró (Chairman), Alberto Eguiguren Correa, Trudy Fahie, Jorge Gutiérrez Pubill and Enrique Ostalé Cambiaso. Chief Executive Officer Michel Awad Bahna 24,271,837 -0.53% Corp ora te Governance 31 Company Ownership Chart 99.9999 % 100 % 0.0001 % INVERSIONES PACÍFICO LLC INVERSIONES WALMART CHILE LTDA. 99.99999722 % 99.99 % Walmart Chile Servicios Financieros S.A. 99 % Inversiones y Rentas Presto Ltda. 99 % Presto Corredores de Seguro y Gestión Financiera S.A. 0.01 % Walmart Chile comercial S.A. 1% 1% 100 % Comercial Walmart Chile LLC 99.99982 % Ekono S.A. 99.99981 % Inversiones Comerciales Uno Ltda 99 % Abarrotes Económicos S.A. 99.999 % Maquinsa Equipamiento S.A. 99.99 % Lider Domicilio Ventas y Distribución Ltda. 99.95 % Escuela de Capacitación Técnica Escatec Ltda. 99.99 % O´ Clock S.A. 0.000183 % 0.00019 % 99.99 % Soc. de Servicios de Marketing MDC Ltda. 0.0000028 % 0.01 % 1% 99.9996 % 99.9838 % Administradora de Créditos Comerciales PRESTO Ltda. Servicios y Administración de Créditos Comerciales PRESTO S.A 0.0039 % 0.0001 % 0.01 % 0.0163 % 0.05 % 99.99 % Soc. de Servicios de Comerc. y Apoyo y Gestión PRESTO Ltda. 30 % Astro S.A 99 % PRESTO Telecomunicaciones S.A 99.9 % 99 % Servicios de Viajes y Turismo PRESTO Ltda Servicios de Recaudación PRESTO Ltda. 0.01 % 70 % 1% 99,398221 % Inversiones Hipermercados Ltda. 99.291124 % Inversiones Supermercados Ltda. 99 % Distribuidora y Comercializadora Emporium Ltda. 99.888889 % Grupo de Restaurantes Chile Ltda. 0.601779 % 0.708876 % 0.1 % 1% 1% 0.111111 % 99.99 % 99 % 32 Servicios y Cobranza Ltda. 0.01 % 1% Supermercados Almac S.A. 0.01 % 0.001 % 99.999 % INVERSIONES INTERNACIONALES D&S LTDA. 90 % 96.728268 % Logística, Transporte y Servicios LTS Ltda 3.2671686 % Walmart Chile Inmobiliaria S.A. 10 % 0.0008297 % 99.9 % 0.003733433 % 99 % Ekono Logística Ltda. 1% 99.99986 % Alimentos y Servicios S.A. 0.000142 % 0.1 % 99.9375 % 0.068322 % 0.0625 % Estilos y Diseños S.A:C. Sermob S.A. Servicios Empresariales Pioneros Ltda. 50 % 99.99931 % 98 % 2% Minoritarios 99.9 % Inmobiliaria D&S Perú SAC 0.1 % Inversiones Solpacfic S.A. 50 % 99.968602 % Aquanatura S.A. Comercial D&S Perú S.A 0.0156985 % 0.0156985 % 100 % South Pacific Trade Limited 100 % South Pacific Trade Limited Shangai Office 99.968602 % Aquapuro S.A. 0.0156985 % 0.0156985 % 40 % Casa Mare-Emporium S.A 1% Adm. de Supermercado Hiper Ltda. 99 % 1.34056211 % 98.65943789 % 60 % Adm. de Supermercado Express Ltda. Minoritario Gob ierno corporativo 33 Chapter 03 Management Report Our Strategic Pillars SUSTAINED, PROFITABLE GROWTH QUALITY MANAGEMENT The company has attained a leadership position, adopting In 2011, the company continued its Food Safety Audit international standards and projecting itself as one of the program. The audits were conducted by third parties in line industry’s most reliable, efficient and profitable consumer with Walmart Stores, Inc.’s approved and internationally goods distribution networks. Its three divisions (retail, real standardized format. estate and financial services) have become stronger in recent years even in a highly competitive market, enabling Hazard Analysis and Critical Control Points (HACCP) the company to secure financing for its future projects. implementation was bolstered, guaranteeing safe preparation and handling of food. In order to achieve its objectives, Walmart Chile has developed a business strategy rooted in high levels of The company continuously updates its procedures and competitiveness and sustained growth. technical material on: We have a diversified business format portfolio with store * Evaluation types that vary by format, providing us with the flexibility of suppliers according to the technical standards of the Global Food Safety Initiative (GFSI). to harness and adapt to market growth opportunities while optimizing invested capital and returns. * Improving signage and nutrition labeling on products. EXCEPTIONAL VALUE AT LOW PRICES * Store signage, based on the 5 Keys to Safer Food, verified with Quick Check. Our value proposal is based on a combination of various factors that together give customers the opportunity to * Standardizing and updating operational procedures obtain a basket of consumer products at the lowest prices. based on the Keys to Safer Food and best practices, Each of our business formats offers a differentiated value applying globally accepted strategies. proposal, aiming to satisfy the consumer needs of the market segment it serves. This differentiated proposal is supported by a culture of continuous improvement and low-cost operation, so we can offer our customers everyday low prices. 36 The following are some Quality Management milestones: * Second year conducting Pest Audits, according to Walmart standards. “ * First year of supplier participation in the Perishables “Convinced of the role privatelabel brands play in our everyday low price proposal, Walmart Chile continues to add value through quality products at attractive prices, with the right breadth and depth of merchandise.” PRIVATE-LABEL BRANDS Supplier Development Program funded by CORFO and Walmart Chile. The objective of the program is to help Convinced of the role private-label brands play in our everyday small and mid-sized suppliers reach GFSI standards low prices proposal, Walmart Chile continues to add value by within a three-year period. providing quality products at attractive prices, with the right breadth and depth of merchandise. * Food Safety Audits were conducted at 100% of distribution centers. The development of private-label products in 2011 was noteworthy. In total, 474 products were launched, including * The Aliserv, Aquapuro and Aquanatura companies new and re-designed products as well as reformulations, were incorporated and their processes were integrated associated with eight prominent brands. Three new brands according to Walmart standards. Aliserv is British Retail were incorporated in 2011: Equate, in personal care; Spring Consortium-certified in the bakery and prepared meals Valley, in vitamins and supplements; and Parent’s Choice, categories. in diapers and baby wipes. Each has been met with great consumer acceptance. These achievements have driven * Stricter controls on red meat suppliers at distribution 16% penetration of the comparable product universe. centers and supermarkets, including increased sampling rate, cold chain monitoring and microbiological product Through its commercial division, Walmart Chile sells 17 analysis. private-label brands that complement its product range. The new brands in 2011 were: Canopy and Mainstays, for * Implementation of a temperature monitoring system for use during transport from distribution centers the home; and Danskin, George, Starter, Faded Glory and Motivation in clothing. to supermarkets. The objective is to achieve 100% implementation within the next year. The private-label brand program, which began in 1992, today delivers a range of 25 brands. Our parent company, Walmart, PRODUCTIVITY AND OPERATIONAL EXCELLENCE highlighted Private Label magazine’s recognition of Walmart Chile as the world-leader in private-label brand development. The company, through multidisciplinary teams and as part of a regional-level Walmart project, implements initiatives that are guided by world-class process improvement techniques and best practices. These initiatives aim to improve store operations models in order to save customers money, so they can live better. »These initiatives focus on staffing and in-store merchandise management. Ma nagem ent Rep or t 37 PRESTO program. It offers significant benefits to clients who shop at the Company’s supermarkets or use their Presto card at Customers can use their Presto credit card to make credit associated businesses. purchases at Lider, Express de Lider, Ekono, SuperBodega aCuenta and Emporium stores, in addition to the more Mi Club has become an essential tool in our value proposal, than 53,000 other associated businesses. The benefits rewarding loyalty and thereby increasing the frequency with and services available to Presto users continue to expand which customers shop. It has improved segmentation and each year, adding another important element to our value the effectiveness of marketing efforts. proposal. Through an array of initiatives, the card and its associated benefits and services save millions of customers SUSTAINABILITY money on their purchases. Sustainability is a fundamental pillar of Walmart Chile’s MI CLUB (MY CLUB) business. We recognize that a company can be efficient and profitable while being responsible to its people The Mi Club program, implemented in 2006, is one of and environment; and committing itself to responsible the strategic pillars of Walmart Chile’s customer loyalty economic, social and environmental management. PRIVATE-LABEL BRANDS FOOD CLOTHING 38 HOME HEALTH AND WELLNESS ELECTRONICS SPORTS HARDLINES The Year’s Accomplishments REVENUE INCREASE OF 14.4% LAUNCH OF SUPERMARKET SECTION ON LIDER.CL Revenue reached Ch$2,604,483 million, representing a In June 2011, Walmart Chile launched the first web site in 14.4% increase compared to 2010’s Ch$2,276,702 million Chile to sell both food products and general merchandise. in revenue. The number of monthly visits to the site has increased from 250,000 to more than 1,000,000 as of December. 41 NEW SUPERMARKETS SuperBodega aCuenta, 1 Lider and 4 Express de Lider. INTRODUCTION OF 474 NEW PRODUCTS, RE-DESIGNS AND REFORMULATIONS UNDER PRIVATE-LABEL BRANDS OPENING OF LO AGUIRRE DISTRIBUTION CENTER In 2011, 474 new items including new, re-designed and In 2011, 41 new supermarkets opened: 23 Ekono, 13 reformulated products were introduced, thanks to efforts by The company’s Lo Aguirre distribution center is designed to the Private Label Division. be one of the most modern in South America. Its automatic sorter processes 250,000 boxes a day. In the medium term the sorter will be able to handle 320,000 boxes, increasing inventory handling efficiency. OPENING OF NEW ESPACIO URBANO SHOPPING CENTER IN DOWNTOWN VIÑA DEL MAR The shopping center is located on Valparaíso street in an urban renewal area that connects downtown Viña del Mar with the bus station. The shopping center has 78,400 m2, with 22,800 m2 of rental space and 1,300 parking spaces. PRESTO: 3 NEW BRANCHES AND 2 NEW KIOSKS The new branches in San Fernando, Villarrica and Viña del Mar and the new kiosks in Curicó and Concón are an important pillar of growth and improved customer service. HIPER LIDER BRAND IS NOW LIDER As part of the value proposal consolidation process, the Lider brand is now using the radiant spark design, which adds shine and warmth to the new logo. Lider has adopted the design used by Walmart in 16 countries. Ma nagem ent Rep or t 39 Wal mar t Chil e 4% INCREASE IN MI CLUB MEMBERSHIP INCORPORATION OF ALISERV, AQUAPURO AND AQUANATURA 2 011 | Annua l R ep o rt As of December 31, 2011, there were 5,249,000 Mi club members and more than 5,109,000 savings checks had June 2011 brought a new milestone in the company’s been issued for a total of Ch$24,411 million. history. Three companies joined the Walmart Chile family: Aliserv, which produces bread, prepared meals 178,000 NEW PRESTO CREDIT CARD ACCOUNTS and cafeteria services; Aquapro, which specializes in preparation of seafood; and Aquanatura, which is dedicated As of December 31, 2011, there were 1.49 million current to plants and flowers. The incorporation of these companies Presto credit card accounts. Presto credit cards represent is intended to benefit the retail business, ensuring supply the second-most common payment method, after cash, at for the coming years and supporting the Every Day Low Cost Lider supermarkets and are used for 13.6% of total sales. (EDLC) strategy. As a result, 1,500 additional employees became part of the Walmart family. 1,49 millon IMPROVED FELLER RATE RISK RATING CURRENT ACCOUNTS 178 NEW ACCOUNTS 16% INCREASE IN AALES AT PRESTOASSOCIATED BUSINESSES In September 2011, Feller Rate improved its credit rating of Walmart Chile and Series A and B bonds issued by its real estate division to AA. The improved rating is a reflection of the company’s performance in recent years. MORE THAN 30,000 EMPLOYEES TRAINED AND MORE THAN 2,400 PROMOTIONS The professional growth of our employees depends on With 53,000 businesses accepting Presto and a 16% their effort as well as the information we provide. More increase in purchases at Presto-associated businesses, than 30,000 employees received training through various Walmart Chile Servicios Financieros is growing steadily. courses and workshops, offered in face-to-face training sessions and via e-learning. In addition, more than 2,400 SERVICIOS FINANCIEROS CREATES SEYCO, OFFERING SERVICES AND COLLECTION In 2011, Walmart Chile Servicios Financieros took on this line of business in order to guarantee excellence and efficiency in collection services. At the end of the year, Seyco had more than 300 employees. INTEGRATION OF WALMART SYSTEMS The process of integrating Walmart’s world-wide systems and procedures into all areas of our company continued in 2011. Thanks to tremendous effort by our employees, Walmart Chile is incorporating better tools in order to work more quickly and efficiently. These tools will allow us to share information and manage the entire company from a single perspective, with integrated systems, simplified business processes and review of operational procedures. 40 employees were promoted within the company. Financial Risk Management The company’s earnings are exposed to different types of company has low exposure to risk associated with interest risks, which can be classified as market risk, liquidity risk rate fluctuations in the market. and credit risk. Walmart Chile S.A.’s global risk management program is designed to minimize the potentially harmful Risk of variation in the unidad de fomento effects on profits of uncertainty in the financial markets. As of December 31, 2011 the company maintains 61% of its financial debt in unidades de fomento, generating a MARKET RISK valuation effect with respect to the Chilean peso. There are currently three types of market risks to which the LIQUIDITY RISK company is exposed: Liquidity risk, also known as solvency risk, is defined as Currency risk the probability that a company, due to the difficulty of Given the nature of the business, the functional currency meeting its short-term obligations and/or the difficulty of of the company is the Chilean peso in terms of setting obtaining financing to continue normal operations, which the prices of its services, the composition of its balance translates into the company’s potential inability to fulfill on sheet and effects on earnings and operations. To minimize time and in form the contractual commitments it has to exposure to risk from variations in exchange rates, the its creditors, due to the difference in time between cash company’s policy is to maintain a balance between assets inflows and outflows. and liabilities denominated in currencies other than the Chilean peso. As of December 31, 2011, the company maintains current assets valued at US$81.4 million in foreign currency. On the other hand, the denomination of the company’s financial debt is 61% in unidades de fomento (UF), 33% in Chilean pesos and 6% in U.S. dollars, and it maintains a debt balance in foreign currency of US$80.4 million. The observed value of the dollar as of December 31, 2011 was Ch$519.20, 10.9% higher than the closing value as of December 31, 2010, when it reached a value of Ch$ 468.01. Cash flow interest rate risk Debts owed to third parties generates the company’s interest rate risk. Variable-rate debt exposes the company to cash flow interest rate risk. Fixed-interest debt exposes the company to fair value interest rate risk. The majority of the debt is structured at a fixed rate whether directly or through derivatives contracts. As a result, the Ma nagem ent Rep or t 41 “ The company has duly approved short-term lines of credit that enable it to ostensibly reduce liquidity risk.” The company’s management of liquidity risk is focused Losses are included in the following accounts: Provisions, principally on maintaining sufficient cash and maintaining write-offs and effective recoveries of the portfolio. The good relationships with stakeholders to ensure the loss ratio to be considered is determined by the quotient availability of financing through committed credit facilities between the accounts indicated and the amount placed or and also through its capacity to liquidate market positions. sold in each instance. Management controls its cash position on a daily basis For this model, the following information is taken into and prepares cash projections in order to pay, pre-pay, account: refinance and/or obtain new credit, depending on the company’s ability to generate cash flow. * Normal portfolio: Broken down into Non-interest Installments, Interest Installments, Rotating Debt and The company has duly approved short-term credit lines Cash Advances. which enable it to ostensibly reduce liquidity risk. * Renegotiated CREDIT RISK Credit risk is managed by customer group and the objective is to permanently monitor the total portfolio of placements portfolio: The number of renegotiations and credit history are managed. FINANCING AND INVESTMENT POLICIES AND RESTRICTIONS ASSOCIATED WITH THIRD PARTIES in order to promptly create the necessary and sufficient provisions to cover losses due to possible non-recovery of In 2011, the company invested more than US$300 million credit granted. in construction, equipment and land, as well as information and logistics systems. The company evaluates the Presto portfolio as a group, primarily for three reasons: As of December 31, 2011, Walmart Chile direct or indirect obligations to creditors are in relation to the holders of * Credit is granted to individuals. Series A and B Bonds (issues registered in the Securities Registry under No. 162 and 463, respectively) of the * Transaction volume is high. indirect subsidiary Walmart Chile Inmobiliaria: * Credit amounts granted to each customer are low. * Maintain a debt level lower than 1.3 times, calculated as total current liabilities plus total non-current liabilities For the purposes of evaluating and creating provisions, the divided by total equity, measured and calculated portfolio is segmented by type of debtor and credit, to the quarterly in the company’s financial statement. levels deemed appropriate. Currently the Presto portfolio only contains operations that can be classified as consumer. 42 * Maintain real estate assets valued at an amount greater than or equal to 12,000,000 UF, defined as real estate CLASSIFICATION Fitch ratin gs - feller rate assets in the Property, Plants, Equipment, Land and Buildings, Fixed Installations and Accessories and Investment Property accounts. Likewise, these assets Feller Rate Fitch Ratings Solvency AA AA- (cl) Perspective Stable Stable Shares 1st Class Level 4 1st Class Level 4 D&S Series E Bond AAA AAA (cl) Saitec Series A Bond AA AA- (cl) Saitec Series B Bond AA AA- (cl) must be rented to Walmart Chile S.A. or any related company, maintaining contracts that are valid at least until October 31, 2025. * Maintain total consolidated equity, the Total Equity account recorded in the Status of Changes in Net Equity, for an amount equal to at least twelve million unidades de fomento. This amount must be calculated quarterly. Each of the restrictions listed above is fully met as of December 31, 2011. RISK CLASSIFICATION The company’s risk level domestically is classified by Fitch Ratings and Feller Rate, and their ratings indicate Walmart Chile’s solid financial position. In September 2011, Feller Rate increased the rating of both Walmart Chile and the Series A and B Bonds issued by its real estate division to “aa”. This improved rating ratifies the company’s performance in recent years. For its part, Fitch Ratings maintained its rating at “AA-”, based on the company’s appropriate business profile and the multiformat strategy that has enabled it to serve different socioeconomic segments in the supermarket sector. Ma nagem ent Rep or t 43 Chapter 04 Performance by Business Area Supermarkets The subsidiary that heads the retail division is Walmart Lider and Express de Lider stores generated 69.5% and Chile Comercial S.A. This subsidiary, previously known 18.1% of total retail sales, respectively. The remaining as Comercial D&S S.A., changed its corporate name as 12.4% corresponded to Ekono and SuperBodega aCuenta part of the process of integration with Walmart Chile. As sales, representing 3.8% and 8.5%, respectively. of December 31, 2011, the company’s subscribed and paid-in capital amounted to ThCh$ 90,363,559. Walmart At year end, the Company had 126 Lider and Express Chile owns, directly and indirectly, all the company’s share de Lider stores, 137 Ekono stores and 51 SuperBodega capital. No change in ownership or control has occurred. aCuenta stores and a total sales area of 694,028 m². Supermarkets are the principal business and driver for the The retail division encompasses other business units in company’s growth. Its multi-format strategy includes the addition to supermarkets, including: the LTS distribution following: Lider, Express de Lider, Ekono and SuperBodega and logistics center, e-commerce, the restaurant group, the aCuenta. Emporium format and the Food and Services division. As of December 2011, the retail sales division represented 93.5% of Walmart Chile’s operations revenue. Ch$2,407,248 Million in supermarket sales in 2011 694,028 m 2 Sales surface area 46 4 Formats 41 New Store in 2011 EVOLUTION OF OUR STORES 314 277 51 250 38 26 194 11 145 118 45 47 53 57 67 67 68 69 71 47 64 2008 2007 137 110 2 32 2009 2011 2010 Líder Express Ekono SuperBodega aCuenta EVOLUTION OF SALES SURFACE AREA (m2) 694.028 649.407 606.825 547.861 508.009 4.126 12.809 76.725 414.349 2007 43.856 44.210 19.707 28.812 70.304 2008 54.079 46.817 73.162 429.038 95.973 67.961 445.597 2009 82.832 89.961 451.797 454.015 2011 2010 Líder Express Ekono SuperBodega aCuenta Per forma nce by Bus iness Area 47 Wal mar t Chil e 2 011 | Annua l R ep o rt Lider is a low-price hypermarket that follows the “everything in one place” concept. Lider stores are characterized by their wide variety of products non-food household items, appliances, electronics, textiles, hardware and toys - in addition to traditional food lines. This format features an average sales surface area of 6,600 square meters. 69 Stores throughout the country 69.5% Of total retail division sales 454,015 m2 Ch$ In total sales surface area 1,673,233 Million in sales in 2011 Express de Lider is a traditional supermarket that follows the "easy shopping" concept. It is known for speed and a wide selection of food. This format focuseson perishable food, such as fruit, vegetables, fresh meat and prepared meals. This format features sales floors with an average area of 1,600 square meters. 57 1 Opening in 2011 Stores throughout the country 18.13% Of total retail division sales 89,961 m2 In total sales surface area 48 Ch$ 436,180 Million in sales in 2011 4 Openings in 2011 SuperBodega aCuenta meets the shopping needs of lower-income socioeconomic segments, delivering a value proposal based on offering customers the lowest prices in Chile. This format focuses on food products, with a large portion of private label goods. Its appearance is simple and austere. 51 Stores throughout the country 8.57% Of total retail division sales 95,973 m 2 Ch$ In total sales surface area 205,813 Million in sales in 2011 Ekono stores are based on the proximity concept. They are characterized by a focus on food products, locations in densely populated areas as well as speed, easy access and low prices. This format features an average sales surface area of 400 square meters. 137 13 Openings in 2011 Stores throughout the country 3.8% Of total retail division sales 54,079 m 2 In total sales surface area Ch$ 92,022 Million in sales in 2011 23 Openings in 2011 Per forma nce by Bus in ess Area 49 Wal mar t Chil e 2 011 | Annua l R ep o rt Real Estate “ With more than 25 years of experience in developing and managing supermarkets and shopping centers throughout Chile, Walmart Chile Inmobilaria is present throughout the country”. charged with understanding the market, evaluating potential expansion areas, planning new locations and analyzing the variables in the sector that impact growth on Inmobiliaria the national level. Walmart Chile Inmobilaria S.A., previously known as Saitec The area’s various processes are carried in conjunction with S.A., is the subsidiary company leading the real estate the Shopping Center, Lider, Express de Lider, SuperBodega division. As of December 31, its subscribed and paid-in aCuenta and Ekono divisions, so as to ensure that growth capital totaled ThCh$ 432,778,108. decisions are aligned with each of the markets in which the company participates. Walmart Chile owns, directly or indirectly, the company’s total share capital. In 2011, as part of the integration In order to fulfill its mission, the area performs a series of process, the subsidiary changed its corporate name to analyses and periodic studies. The results provide better Walmart Chile Inmobilaria. understanding of the country’s demographics, distribution of expenditures, consumer behavior and changes in the The real estate division is responsible for developing the real retail sector. estate needed by Walmart Chile; capitalizing on those real estate assets through development of profitable, efficient DEVELOPMENT business models; maximizing the advantages provided by existing real estate; and developing strategic alliances with Once the company’s potential growth areas are identified, other players in the commercial sector. the development area is responsible for designing real estate according to the market conditions required by the company’s With more than 25 years of experience in developing and formats and conducting the negotiations necessary to managing supermarkets and shopping centers throughout consolidate the growth Walmart expects in Chile. Chile, Walmart Chile Inmobilaria enjoys a national presenc, with projects in Regions I through XII. It is one of Chile’s This process includes detailed site analysis, considering largest neighborhood shopping center operators. factors such as: pedestrian access, potential visibility, residential safety and commercial positioning. Each of these factors is weighted according to divides its operations into four business areas: Planning Walmart Chile’s knowledge of its operation and the value and Research, Development, Projects and Administration. proposals offered by each of its formats. PLANNING AND RESEARCH The Planning and Research area is responsible for determining the company’s strategic path. The area is 50 surroundings, In order to meet its objectives, Walmart Chile Inmobilaria PROJECTS ADMINISTRATION Once the location and type of project has been determined, The Administration area of Walmart Chile Inmobilaria is a team of architects is consulted and the building process responsible for leasing and managing commercial spaces. begins. In order to foster efficiency and specialization, the Once the development and construction of the real estate is area divides its projects into two categories: supermarkets complete, this area fills and manages the stores and space and shopping centers. available for lease in order to harness synergy between work teams, maintain consistency with Walmart Chile’s multi-format In 2011, the real estate division opened 41 new supermarkets strategy and provide an attractive proposal that satisfies our (23 Ekono, 13 SuperBodega aCuenta, 1 Lider and 4 customers’ expectations. Express de Lider) and undertook 518 remodels. These new supermarkets added 62,321 m² to the company’s real estate Annually, 66 million visits are made to the division’s shopping portfolio, 46,710 m² of which are sales floors. These figures centers. Notably, Espacio Urbano 15 north receives 18 million do not account for expansion of pre-existing locales. visits alone. The total investment in 2011 for new supermarket and Walmart Chile Inmobilaria is currently one of the shopping shopping center projects, expansions and remodels reached center industry’s major players, with 12 locations from approximately US$ 279 million. Antofagasta to Punta Arenas (including downtown Viña del Mar, which opened in late 2011) and 528 commercial spaces for lease in more than 620,490 m². 12 Shopping Centers 528 41 New supermarket locations in 2011 620,490 m Spaces available for lease in shopping centers 2 Total shopping center surface area 51 Wal mar t Chil e 2 011 | Annua l R ep o rt Financial Services The Financial Services division provides financing, through INSURANCE the Presto credit card, for purchases in the various Walmart Chile supermarkets and in more than 53,000 associated For the insurance area, 2011 was an excellent year. businesses throughout the country. It also grants cash The brokerage enjoyed a 27% increase in insurance advances and consumer loans. In addition, it offers various premiums and a 21% increase in commission revenue services, including insurance brokerage, travel agency, bill relative to 2010. payment and, as of 2009, mutual funds. COLLECTION PRESTO CARD In 2011, the collection business continued improving its service and market penetration, incorporating 21 new businesses where customers can now pay their Presto bill. This addition increased payment locations for Walmart Chile customers by 67%, relative to 2010. In addition, self-service machines were updated to cutting-edge technology, improving customers’ user experience. With these accomplishments, the area continued its sustained growth, collecting more than 2,150,000 payments that The Presto card was first issued in May 1996 and totaled more than Ch$ 47,500 billion. These figures was designed to be the lowest-cost, easiest payment represent 120% growth in transactions and commissions alternative for our customers. In 2005, Presto became over the year prior. the first non-bank “open” credit card. Today, Presto is present from Arica to Punta Arenas, with 117 points of service (kiosks and branches) and extensive coverage through ATMs. The card is the preferred payment method of 1.49 million customers. As of the end of 2011, Presto was still the most common payment method in Walmart Chile stores. Annual sales from all the company’s various formats exceeded ThCh$ 353,000,000. In 2011, cross benefits were increased for Walmart customers, who could now use their Presto card at associated businesses. Sales at these businesses grew by 16% relative to the year prior, and represented 19% of total Presto card sales. Furthermore, tremendous progress was made in terms of coordination with Servifácil. Collections on credit card accounts grew 70% compared to 2010. 52 MUTUAL FUNDS TRAVEL In the mutual funds business, recurring savings and one Presto Viajes is a travel agency created to provide Presto timer funds are being developed in order to consolidate customers with the best vacation options at the lowest the mass distribution mutual fund model. As of December prices. The agency has a team of specialized travel 2011, there were 140,000 participants and Ch$4,668 consultants ready to answer questions and respond to million in managed equity. Finally, the “Mi Ahorro” (My requests, providing first-class service. Savings) fund reached 78,000 participants in 2011, a 40% LOANS increase relative to the year prior. Through Presto’s Avance and Súper Avance programs the financial services division offers consumer loans to Presto card customers. Ch$ 158,720 increase in loans 140,752 participants in Mutual Funds 2,102,636 current insurance policies Ch$ 321 billion in placements $ 1.49 million current accounts 53,000 associated businesses throughout the country 53 53 Distribution and Logistics “ LTS logistics and distribution centers are responsible for receiving, storing, distributing and transporting 60% of the products sold in all of the company’s stores and formats” LTS currently has nine distribution centers throughout the country. The following table provides details on each of them. DISTRIBUTION CENTER REGION SURFACE AREA (M2) Dry goods, Quilicura Metropolitan 54,607 Perishable goods, Quilicura Metropolitan 25,082 Dry goods with automatic sorter, Lo Aguirre Metropolitan 58,000 Continuous flow warehouse, Pudahuel Metropolitan 12,663 General merchandise, Pudahuel Metropolitan 89,236 Ekono Distribution Center Metropolitan 15,830 Antofagasta Antofagasta 3,000 Chillán Bío Bío 7,840 Temuco Araucanía 6,591 Walmart Chile’s purchasing is done primarily through the One of its principle features is an automatic sorter that LTS supply area. This allows the Company to order the processes 250,000 boxes daily. This capacity is expandable, merchandise stores need with the various factors in mind, in the medium-term, to 320,000 boxes daily. including the time required for supplier delivery of the product, peak demand at certain times of year, the products’ This new technology allows circulation flows to be state of preservation, and reduction of the operations gap. redistributed, modifying the cost structure and diminishing the time boxes spend in our facility, thereby reducing the Through a variety of trade agreements, Walmart Chile company’s inventory days. In addition, a 30% improvement works centrally with more than 1,380 domestic providers in productivity and store delivery error is expected. and significant supply sources abroad. The majority of merchandise acquisitions are immediate or short- The company continues to invest in technological term operations, within the context of long-term supplier developments that increase distribution center productivity. relationships. The incorporation of the Lo Aguirre distribution center is among the most important achievements of 2011. The center is one of the most modern in South America. It is located in the municipality of Pudahuel and has a surface area of 58,000 m². 54 54 “ Vox Increase 28 The incorporation of the Lo Aguirre distribution center is among the most important achievements of 2011. The center is one of the most modern in Latin America” Increase 16.14% in backhaul revenue relative to 2010 in the average number of boxes per tractor trailer in 2011, generating approximately $660 million in savings compared to the previous year 272,849 m2 in distribution center surface area 16.65% growth in transfers relative to 2011 95.9% 82.8% 15.71% stock level in 2011 average fill-rate in 2011 increase in number of transported boxes 55 “ The Emporium format brings together various shops specializing in high-quality products, such as seafood, pasta, bread, hams, cheese and different spices”. Other Businesses Additionally, a system for managing delivery windows and coverage zones has been implemented. The system even offers customers a same-day delivery option. Lider.cl has focused on satisfying customer needs, bringing Following the model of ASDA, Walmart’s U.K. subsidiary, Lider’s everyday low prices to their doorstep. To do this, lider.cl became the first e-commerce site in Chile to offer the number of products available through the site was food and general merchandise on the same web site when increased from 2,700 at the beginning of January to 9,000 it launched its “supermarket” section in July 2011. in December. Consequently, the number of monthly visits to the site increased from 250,000 to 1,000,000 in December. The new food business operates from a central warehouse in the Metropolitan Region, where orders are picked and sent out for delivery. A new on-line product inventory management system has also been implemented. The new system has kept food order fulfillment above 98%. The format aims to earn customer loyalty and have an impact on the company’s other lines of business. As of December 31, 2011, the Company had three Emporium stores, located in at Espacio Urbano La Dehesa, The Emporium format targets the ABC1-C2 segments. It brings Lider Los Dominicos and Espacio Urbano La Reina. together various shops specializing in high-quality products, Customers can purchase and enjoy high-end products at such as seafood, pasta, bread, hams, cheese and different the best price-quality ratio, in surroundings with attractive spices. This selection is complemented by the assortment interior architecture. offered in Lider and Express de Lider supermarkets, thus reinforcing the “one-stop shopping” concept. 56 Walmart Chile Grupo Restaurantes (restaurant group) develops and operates restaurants, self-service establishments and cafeterias aimed at meeting specific customer needs. The 55 points of sale (2 Parillas, 12 Buffets, 37 Revive Lunch, 1 Pio and 3 Revive restaurants) in supermarkets and shopping centers provide attractive options for eating lunch or dinner, having coffee or ice cream, or sharing a moment with friends and family. Additionally, the restaurant group has two production plants: one for artisan-style ice cream and another for sandwiches and salads. Aquapuro specializes in seafood, such as fish and shellfish; and Aquanatura is dedicated to plants and flowers. The incorporation of these companies is intended to support the retail business, ensuring supply for the coming years and supporting the Every Day Low Cost (EDLC) strategy. In July 2011, Aliserv, Aquapuro and Aquanatura joined the In February 2012, these companies merged to become Walmart Chile family. Aliserv focuses on preparation of bread Walmart Chile Alimentos y Servicios (Food and Services). and prepared meals, as well as providing cafeteria service. accumulate Mi Club pesos, and customers who use Presto can accumulate more Mi Club pesos at Lider and Express de Lider supermarkets. The program also rewards customers with coupons and exclusive offers. Mi Club is a customer loyalty program that rewards Walmart As of December 31, 2011, there were 5,249,000 Mi Club Chile customers by allowing them to accumulate pesos and members and more than 5,109,000 savings checks had then returning money (Mi Club pesos, not points) every been issued, for a total of nearly Ch$ 24,411 million. three months in the form of a Savings Check. All purchases Per forma nce by Bus in ess Area 57 Chapter 05 SOCIAL COMMITMENT Wal mar t Chil e 2 011 | Annua l R ep o rt Our Commitment to Our Employees “ Walmart Chile employs more than 40,000 individuals of different cultural backgrounds, ages and socioeconomic status. The company provides the tools to enable the healthy development of our employees, encouraging teamwork and opportunities for participation that allow them to grow personally and professionally”. Our commitment to our employees is founded on the six 2011 was the second year in which we conducted the strategic pillars described below. Associate Opinion Survey, which is used in all countries in which Walmart operates to measure the level of our COMMITMENT employees’ commitment. The results were extremely satisfying for the company. This allows us to work with our Upholding a high degree of commitment among our employees to design plans of action and follow up on their employees is one of Walmart Chile’s main challenges. implementation, creating a virtuous cycle. To achieve this, the company develops practices of impartiality, fosters discussion within work teams, has an INTERNAL COMMUNICATION open door policy, collects feedback, employs performance reviews and promotes the company’s core values: service At Walmart Chile we are convinced that our company’s to our customers, the pursuit of excellence and respect for continuous growth and success depends to a large extent the individual. on our ability to effectively communicate our strategic objectives internally and on the level of commitment of our employees. For this reason, one of our priorities is to promote an organizational culture that sets us apart and allows us to embody in everything we do the value of integrity and its three core principles: Respect, Service and Excellence Our company has a team of professionals that is dedicated to maintaining a variety of permanent, effective internal communication channels that ensure our employees receive a constant, up-to-date flow of information. Another focus of this area is on endomarketing campaigns and internal events that promote communication and foster the commitment of those working for the organization. Our means of communication include a monthly newsletter and Intranet system, which is a very useful management and work tool, and an internal television channel that 60 broadcasts to all offices and stores in the country to inform, In the area of health, an agreement was signed with the train and entertain our employees. health insurance provider Consalud to enable employees who are currently covered by FONASA to use the 7% Among our many communication events, we hold a contribution to choose a health plan that would give them monthly meeting of the 1,500 employees working in coverage in private health care facilities. Additionally, support positions in all our business units. The meeting is catastrophic insurance to help offset the impact of high- chaired by the CEO of Walmart Chile and is intended to cost treatments was included in our supplementary inform our employees about the business and generate a health insurance plan for permanent employees, which sense of camaraderie. In January each year we also hold reimburses them for a high percentage of costs not covered New Year Meetings in which the manager of each format by Chile’s public or private health insurance providers. meets with the respective store managers to communicate the central operating strategies for the coming year. The In order to promote healthy living, company sports activities stores that performed best in the previous year are also have been increased and corporate 5k runs have been recognized and honored at the meeting. In August the organized, which have been very successful and well Holiday Meeting is held for the entire operation in Chile attended. Other recreational activities for employees and to communicate the main business developments for the their families include special membership agreements with following six-month period. local health clubs and health checkups at clinics across the country. Without a doubt, one of the most important opportunities for our associates to experience the Walmart culture is to In the educational sphere, the company offers its employees participate in the Annual Walmart Shareholders Meeting, assistance through an equivalency program for secondary which is held each year in Bentonville, Arkansas, in the school, technical school, university and post-graduate U.S. In 2011, a delegation of 127 Chilean employees had studies and has awarded 1,180 scholarships to support the opportunity to share this experience with people from academic excellence among workers and their children. all countries in which Walmart operates, to learn about the company’s different store formats, visit the head office and CAPTURING AND DEVELOPING TALENT experience firsthand the culture that was established by Sam Walton. One of Walmart Chile’s main goals is to be the best retail store in our country. One way that we achieve this is by BENEFITS focusing on human resources planning and management, taking care to hire the best people to fill positions that come Walmart Chile strives to offer its employees support available and favoring internal candidates as our company programs of different kinds to enable them to improve their policy dictates. quality of life and that of their families. In 2011 the focus was on updating and creating new special agreements across the country to address the health of our employees and offer them activities to help balance work and family life. Socia l Commitm ent 61 Our organization’s recruitment and selection policy * Performance Evaluation: All employees except “in has enabled us to hire new talent without the need for contact” staff (those in direct contact with customers) intermediaries. The high percentage of company workers participate in this process. The review evaluates with permanent contracts -- which today amounts to 82.4% objectives and competencies. In 2011, 96.6% of our of the total -- is another factor that increases stability and employees participated in this process. attracts many individuals to our organization. * Feedback: “In contact” employees also participate in One notable strategy we employ for capturing new talent this process, receiving their first feedback three months is internships. In 2011, many students from Chile’s top after hiring and again at six months. In 2011, 84% of our universities and technical institutes performed professional employees attended a formal feedback session. internships at our company and 10% of them were hired at the end of their term. In 2011 we continued our plan to open more stores, ensuring that each had the necessary staffing to meet sales 96.6% Of our employees participated in evaluations of objectives and skills. targets and provide the best customer service possible while maintaining high productivity standards. Among all four retail formats, 41 stores were opened, and a total of 2,115 new employees were incorporated into positions of customer contact. It is a priority for Walmart Chile to have employees who TRAINING are committed and motivated, which means providing them with constant opportunities for professional and Contributing personal development. To achieve this, the company has improvement of our employees is a priority for Walmart to the development and continuous a formal system for employees wishing to apply for internal Chile, because having honest, qualified people who strive vacancies. In 2011 alone, approximately 3,131 internal for excellence in their day-to-day work is essential for position changes were recorded related to 870 internal achieving the objectives and goals we have set. hiring competitions, which involved 8% of our associates taking on a new position. To accomplish this, the company carries out a variety of training programs that allow employees at different levels to The effective administration and management of employees acquire new tools and skills that will enable them to stand is handled through the Performance Management process, out in the workplace, in their field and in their relationships. which includes two methodologies: Many of these initiatives are carried out in collaboration with leading educational establishments in Chile. Some of our programs are described below: 62 “ The company carries out a variety of training programs that allow employees at different levels to acquire new tools and skills that will enable them to stand out in the workplace, in their field and in their relationships”. * Specialization Certificate Program: This program Walmart also provides technical training opportunities for fosters our employees’ educational and professional its employees, and in 2011, 271,000 in-person hours were development by offering a wide range of certificate imparted as well as 174,000 online learning hours. This programs whose orientation and content have a means that more than 30,000 thousand employees from real impact on the management and development Arica to Punta Arenas were trained for a total of close to of our business. These are divided into two broad 450,000 hours in 2011. areas of study: Business Management (certificates in Retail Management, Business Management, Project Management and Human Resources Management) and Operations (certificates in Sales Management, Client Management and Operations and Logistics Management) * Higher Education Scholarship Program: This program supports the professional development of employees who are currently enrolled in higher education at the technical, undergraduate or graduate level in any educational institution in Chile. * Equivalency Program: This program is designed for all employees who wish to begin and/or complete their primary or secondary school studies. To further their integration into Walmart, the company has made a language program available to allow employees who require English to perform their duties to develop knowledge and mastery of the language. In 2011, 215 employees in our support office participated in this program. Another approach to integration is to provide associates in strategic positions with the opportunity to learn more about the company culture. This has been accomplished through a series of cultural participation programs, the most important of which is the Walton Institute, a 24-hour training workshop in which all company leaders take part. Socia l Commitm ent 63 Wal mar t Chil e 2 011 | Annua l R ep o rt Our Commitment to the Community “ The idea is to teach children about different kinds of fruits, vegetables, fish and seafood and instill healthy eating habits to increase their consumption of fruit and vegetables to five portions per day, and fish and seafood to two portions weekly” Walmart Chile is committed to the development of Chile fostering small businesses led by businesswomen, and by and its inhabitants, especially those living in communities seeking out current and potential female suppliers for the where the company operates its supermarkets. company, among other initiatives. The company implements and supports initiatives that HUNGER AND NUTRITION seek to improve the quality of life of disadvantaged groups in our society and in the communities surrounding our The company does its part to eradicate hunger and supermarkets. It does this through donations, partnerships, malnutrition by making significant regular donations of and partnership agreements with non-profit institutions food to the Red de Alimentos, Chile’s first food bank, and working in areas that coincide with the strategic focal areas by encouraging healthy eating among school children in defined in our internal Corporate Social Responsibility communities near our supermarkets under the program (CSR) policy. “Por Un Chile Lider Educamos” (Education for Leadership in Chile). Examples of our commitment in this area include the strategic alliance that has linked Walmart Chile to Hogar de Cristo for more than 15 years. This commitment includes our Corporate Volunteer Programs and our checkout donation program “Deje Su Vuelto en Buenas Manos” (Leave Your Change in Good Hands),” which are at the heart of this company. Walmart’s arrival in Chile revitalized this commitment with new areas of action that include the development of Food bank: Our commitment to feeding those most women entrepreneurs and support for initiatives focused in need on sustainability and hunger eradication among vulnerable Walmart Chile is a founder and strategic partner of groups in Chile. Corporación Red de Alimentos, a network that serves as a bridge among companies that wish to donate food and non- WOMEN Walmart profit organizations that need to feed their beneficiaries. Chile contributes to women’s economic Since August 2011, Walmart Chile has been making weekly empowerment, supporting the rehabilitation and reintegration donations of perishable and non-perishable food items to into the workforce of victims of domestic violence, the food bank. encouraging indigenous women’s microenterprises, and 64 Por Un Chile Educamos The funds collected directly benefit at-risk individuals such The company supports Fundación Mar de Chile in its efforts as abandoned older adults, youth with addictions, victims to draw attention to Chile’s national maritime heritage and of domestic violence, infants and preschoolers, and others. promote the consumption of fish and seafood among 5th grade students from low-income areas. “CRECIENDO CONTIGO” - GROWING TOGETHER PROGRAM STRATEGIC ALLIANCE WITH HOGAR DE CRISTO As a way of improving the quality of life of residents living For more than 15 years now the in the communities surrounding our supermarkets, the company has been supporting the company contributes funds to projects presented by mission of Hogar de Cristo through local groups such as neighborhood organizations, parent our corporate volunteer programs, associations, sports clubs and charity institutions that come our checkout donation program, to our stores seeking donations. “Leave Your Change in Good Hands,” and in other ways. All projects submitted are shortlisted by a committee of employees in the store and then passed on to the Company Corporate volunteering Donations Committee for approval (or rejection) of the The company encourages and supports volunteer work proposed donation. among its employees, inviting all stores to sponsor projects undertaken by Hogar de Cristo throughout Chile. SUSTAINABILITY As a result of this initiative, our associates visit the residents Walmart Chile supports initiatives that deepen our of 122 homes operated by Hogar de Cristo on a regular commitment to a more sustainable economy. These include basis, giving their time, concern and affection. the Product Sustainability Index that is being developed in collaboration with our suppliers. Deje su vuelto en buenos manos Thanks to a partnership established in 1996 between Walmart Chile and Hogar de Cristo, the company invites customers to donate part of their change at checkout to the foundation. This pioneering program in Chile is one of the most highly recognized acts of social solidarity among our customers and associates, and collected Ch$912,634,544 in 2011. Socia l Commitm ent 65 “ We want to leave our children a cleaner, better world and therefore our business operations must also be sustainable” Our Commitment to Sustainability At Walmart Chile, we believe that developing an efficient and with their friends, embodying the values of sustainability and profitable business is based on caring for the world by making the commitments included in the program. in which we live. We want to leave our children a cleaner, better world and therefore our business operations must PRODUCTS be sustainable and promote respect for people and the environment. As a company we have accepted this At Walmart Chile we are working to bring more sustainable challenge at the global level, and at Walmart Chile we work products onto our sales floors. We do not want our clients to each day to make that better world. have to choose between a product they can afford and one that is good for their families and the planet. We do this by incorporating sustainability through four pillars: People, Products, Energy and Waste. For this reason we encourage our suppliers to achieve ever higher standards of sustainability in their practices PEOPLE and products through actions such as reducing packaging waste and optimizing shipping, always taking into account Walmart Chile fosters a culture of sustainability among processes and the entire production chain. its employees by providing training and disseminating information. The “Mi Plan Sustentable” (My Sustainable As an example of this effort, we are proud to have made all Plan) initiative also promotes sustainable living in our of our house brand powdered detergents phosphate-free. employees’ personal and family lives. This achievement took more than a year of work with our supplier and now allows us to offer our customers products Mi plan sustentable (My sustainable plan) is a company that do not add more of this pollutant to Chile’s waterways program through which we invite our employees to pledge and water bodies. to undertake certain simple, concrete actions in their daily lives to help care for the environment, improve their quality And we should also mention the work we have undertaken of life and enhance their relationships at home, in the in sustainable agriculture, where our efforts have been workplace and in the community. focused on developing local suppliers and removing the middle man. This is a country-wide effort, and in some 66 In 2011, close to half of our more than 40,000 employees stores has doubled the number of local suppliers we chose to adopt this program in their families, workplaces used in 2011. Thanks to this program, we have obtained high-quality products and more sustainable productive WASTE processes, capturing the efficiency of good practices. In this way producers also receive close to 15% more for their One of the company’s main objectives in Chile and around products than they formerly received from intermediaries, the world is to reduce the amount of non-recyclable waste and Walmart Chile obtains prices that are about 10% lower, generated by our supermarkets to zero, which will enable allowing our company to pass these savings on to our us to reduce our consumption of resources as well as save customers. our customers money. Thus we have been able to offer our customers better To achieve this, we recycle cardboard and stretch film in prices while increasing the income of small farmers and our storerooms and collected more than 29,000 tons and reducing the carbon footprint of our products by shipping 1300 tons of these materials, respectively, in 2011. them over shorter distances. In addition, Walmart Chile strives to reduce the waste ENERGY generated by our plastic shopping bags, which now contain 75% recycled material, making them the leading recycled At Walmart Chile we work hard to promote energy savings bag in the country. The bags are also certified by IDIEM, the and energy efficiency in order to reduce the release of materials certification institute of the Universidad de Chile. pollutants into the environment. We also promote the use of reusable shopping bags In December 2011, Walmart Chile implemented the Trane through our “green checkout” program in all Lider stores Tracer-ES System in 45 stores (40 Liders and 5 Lider in Chile. In 2011, for the first time in Chile, checkout desks Express. The system uses independent circuits on our sales were designated exclusively for customers using reusable floors to perform online measurements of systems such as shopping bags, and we are always looking for ways to lighting, climate control, refrigeration, bakery and others, improve this eco-friendly project. allowing us to manage our energy use more efficiently. Other energy efficiency measures we have implemented include the installation of highly efficient fluorescent 2011 Sustainability Report www.walmartchile.cl lighting, efficient air conditioning equipment with a “free cooling” option for new installations, the use of LEDs in freezer equipment, luxometers that allow us to regulate the We invite you to read our Sustainability Report, intensity of lighting in different zones of the supermarket, which is available at www.walmartchile.cl, to and high-precision digital laser thermometers to measure learn more about how Walmart Chile adds value the temperature of refrigerated products. by incorporating sustainability into our business. In 2011, Walmart Chile received the Energy Efficiency Award from the Agencia Chilena de Eficiencia Energética (Chilean Energy Efficiency Agency). Our long-term goal is to shift towards cleaner renewable energies, and this goal goes hand-in-hand with Chile’s challenge to supply 20% of its energy grid with renewable energies by 2020. Socia l Commitm ent 67 Chapter 06 DECLARATION OF RESPONSIBILITY In accordance with current legal provisions, we the undersigned declare that all information included in this Annual Report of Walmart Chile S.A. for the fiscal year ending December 31, 2011, is true. FELIPE IBAÑEZ SCOTT Chairman ID: 5.638.122-8 EDUARDO SOLÓRZANO Vice Chairman ID: GO.250.799-7 Claire Babineuax-Fontenot Director ID: 476077868 NICOLÁS IBAÑEZ SCOTT Director ID: 5.638.106-6 CHRISTIAN PHILLIPE SCHRADER Director ID: C5PHN9N7X José María Urquiza Director ID: 08380025071 JOSÉ MARÍA EYZAGUIRRE BAEZA Director ID: 7.011.679-0 ALBERTO EGUIGUREN CORREA Director ID: 9.979.068-7 JORGE GUTIÉRREZ PUBILL Director IDt: 5.907.040-1 ENRIQUE OSTALÉ CAMBIASO CEO ID: 8.681.278-9 Chapter 07 FINANCIAL STATEMENTS Wal mar t Chil e 2 011 | Annua l R ep o rt Report of the Independent Auditors To the Shareholders and Directors Walmart Chile S.A. and subsidiaries We have carried out an audit of the consolidated financial situation of Walmart Chile S.A. and its subsidiaries as of December 31, 2011 and the corresponding consolidated income statement, statement of changes in equity and cash flows for the year ended on that date. Preparation of these financial statements (including the corresponding notes) is the responsibility of the management of Walmart Chile S.A. Our responsibility consists of issuing an opinion about these financial statements based on our audit. The consolidated financial statements of Walmart Chile S.A. and its subsidiaries for the year ended December 31, 2010 were audited by other auditors. Their report, dated March 30, 2011 on these financial statements included a proviso due to limitation of the scope in the revision of ThCh$7,823,828 in the item Trade and other receivables. We conducted our audit in accordance with auditing standards generally accepted in Chile. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of significant incorrect representations. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion the aforementioned consolidated financial statements reasonably present, in all significant aspects, the financial situation of Walmart Chile S.A. and its subsidiaries as of December 31, 2011 and the results of its operations and cash flows for the year ended on that date, in accordance with international financial information standards. Albert Oppenländer L. Santiago, March 28, 2012 72 ERNST & YOUNG LTDA. FINANCIAL STATEMENTS OF WALMART CHILE S.A. AND SUBSIDIARIES CLASSIFIED CONSOLIDATE D FINANCIAL STATEMENTS A S OF DEC EM B E R 3 1 , 2 011 A ND 2 0 10, EX PRESSED IN THOUSANDS OF PESOS (Th C h $ ) ASSETS NOTe 12-31-2011 12-31-2010 ThCh$ ThCh$ 42,544,982 81,123,159 CURRENT ASSETS Cash and cash equivalents 8 Other current financial assets Other current non-financial assets 40,243,620 - 5,225,093 3,931,163 266,078,532 Trade and other receivables, current 10 282,517,789 Accounts receivable from related companies, current 11 - 337,596 Inventories 12 217,100,494 179,183,149 31,309,756 15,085,875 618,941,734 545,739,474 6,158,823 - 625,100,557 545,739,474 25,012,096 27,530,994 Current tax assets Total current assets other than assets or asset groups for disposal classified as maintained for sale or to be distributed to owners Non-current assets or asset groups for disposal classified as maintained for sale 32 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Other non-current financial assets Collection rights, non-current 10 79,600,103 60,725,471 Investments recorded using the equity method 13 - 15,433,091 Intangible assets other than goodwill 14 13,878,228 16,543,073 Goodwill 14 29,948,810 325,379 Property, plant and equipment 16 1,018,228,178 899,065,309 Investment properties 15 129,655,015 136,120,131 Deferred tax assets 18 53,343,901 50,995,898 TOTAL NON-CURRENT ASSETS 1,349,666,331 1,206,739,346 TOTAL ASSETS 1,974,766,888 1,752,478,820 THE ACCOMPANYING NOTES 1 TO 32 ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. Fina ncia l Sta tem ents 73 Wal mar t Chil e CLASSIFIED CONSOLIDATE D FINANCIAL STATEMENTS 2 011 | Annua l R ep o rt A S OF DEC EM B E R 3 1 , 2 011 A ND 2 0 10, EX PRESSED IN THOUS ANDS OF PESOS (Th C h $ ) LIABILITIES NOTE 12-31-2011 12-31-2010 ThCh$ ThCh$ CURRENT LIABILITIES Other current financial liabilities 19 132,008,734 83,645,279 Trade and other accounts payable, current 20 441,500,244 351,364,402 Accounts payable to related entities, current 11 761,487 2,991,442 Other provisions, current 21 Current tax liabilities Provisions for employee benefits, current 21 Other non-financial liabilities, current TOTAL CURRENT LIABILITIES 7,307,859 6,512,029 26,429,789 11,802,681 30,326,249 25,378,054 38,971,108 24,724,313 677,305,470 506,418,200 NON-CURRENT LIABILITIES Other non-current financial liabilities 19 337,426,703 349,249,622 Accounts payable to related entities, non-current 11 289,398,245 278,513,957 Other provisions, non-current 21 - 2,019,140 Deferred tax liabilities 18 27,271,190 31,291,466 Provisions for employee benefits, non-current 21 60,000 92,061 Other non-financial liabilities, non-current TOTAL NON-CURRENT LIABILITIES Total LIABILITIES 2,978,998 3,150,174 657,135,136 664,316,420 1,334,440,606 1,170,734,620 457,867,231 457,867,231 172,618,711 113,334,799 9,815,250 9,810,596 640,301,192 581,012,626 25,090 731,574 640,326,282 581,744,200 1,974,766,888 1,752,478,820 EQUITY Share capital 22 Cumulative income (losses) Other reserves 22 EQUITY ATTRIBUTABLE TO THE OWNERS OF THE CONTROLLING ENTITY Minority shares TOTAL EQUITY TOTAL EQUITY AND LIABILITIES 22 THE ACCOMPANYING NOTES 1 TO 32 ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 74 CONSOLIDATED INCOME STATE MENT BY FUNC TION FOR THE PER IODS ENDING DECEM B ER 31 , 2 011 A ND 2 0 10, EXPRESSED IN THOUSANDS OF PESOS (Th C h $ ) INCOME STATEMENT BY FUNCTION Revenue from ordinary activities NOTE 23 Cost of sales GROSS INCOME Other income, by function 24 Distribution costs 01-01-2011 01-01-2010 12-31-2011 12-31-2010 ThCh$ ThCh$ 2,604,483,217 2,276,702,447 (1,828,092,646) (1,587,648,279) 776,390,571 689,054,168 34,282,232 992,556 (23,249,065) (17,253,810) Administrative expenses 24 (558,981,244) (527,162,077) Other expenses, by function 24 (36,882,196) (62,117,230) (361,458) 102,441 Other income (loss) Financial income 24 2,252,875 986,003 Financial costs 24 (34,285,416) (27,378,141) Share in income (losses) of subsidiaries and joint businesses reported using the equity method 13 (195,679) (768,293) Exchange rate differences 24 (6,772,808) (674,239) Income per indexation units 24 INCOME (LOSS) BEFORE TAXES Income tax expense 25 INCOME (LOSS) (15,734,513) (9,160,423) 136,463,299 46,620,955 (22,558,779) (4,852,831) 113,904,520 41,768,124 113,891,781 41,713,930 INCOME (LOSS) ATTRIBUTABLE TO: Income (loss), attributable to the controlling interest owners Income (loss), attributable to minority interests 22 INCOME (LOSS) 12,739 54,194 113,904,520 41,768,124 17.47 6.40 - - 17.47 6.40 INCOME PER SHARE INCOME PER BASIC SHARE Income (loss) per basic share in continuing operations 26 Income (loss) per basic share in discontinued operations INCOME (LOSS) PER BASIC SHARE ($ PER SHARE) THE ACCOMPANYING NOTES 1 TO 32 ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. Fina ncia l Sta tem ents 75 Wal mar t Chil e CONSOLIDATED COMPREHENSIVE INCOME STATEMENT 2 011 | Annua l R ep o rt FOR THE PER IODS ENDING DECEMB ER 31 , 2 011 A ND 2 0 1 0, EXPRESSED IN THOUSANDS OF PESOS (Th C h $ ) FOR THE PERIOD FROM COMPREHENSIVE INCOME STATEMENT NOTE 01-01-2011 12-31-2011 ThCh$ Income (loss) 01-01-2010 12-31-2010 ThCh$ 113,904,520 41,768,124 COMPONENTS OF OTHER COMPREHENSIVE INCOME, BEFORE TAXES 73,146 112,984 Available-for-sale financial assets Exchange rate conversion differences - - Cash flow hedging - - Income tax related to components of other comprehensive income - - Other comprehensive income - - 113,977,666 41,881,108 113,964,927 41,826,914 12,739 54,194 113,977,666 41,881,108 TOTAL COMPREHENSIVE INCOME COMPREHENSIVE RESULT ATTRIBUTABLE TO Comprehensive income attributable to controlling interest's owners Comprehensive income attributable to minority interests TOTAL COMPREHENSIVE INCOME THE ACCOMPANYING NOTES 1 TO 32 ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 76 CONSOLIDATED STATE MENT OF CHANGES IN EQUITY FOR THE PER IODS ENDING DECEM B ER 31 , 2 011 A ND 2 0 10, EXPRESSED IN THOUSANDS OF PESOS (Th C h $ ) EQU ITY A S OF DECEM B ER 31 , 2 011 . Initial balance current period as of 01-01-2011 ISSUED CAPITAL RESERVES FOR CURRENCY CONVERSION DIFFERENCES OTHER MISC. RESERVES OTHER RESERVES ACCUMULATED INCOME (LOSSES) 457,867,231 (133,254) 9,943,850 9,810,596 111,023,392 578,701,219 731,574 579,432,793 - - - - 2,311,407 2,311,407 - 2,311,407 457,867,231 (133,254) 9,943,850 9,810,596 113,334,799 581,012,626 731,574 581,744,200 113,891,781 113,891,781 12,739 113,904,520 73,146 - 73,146 - 73,146 - 73,146 113,964,927 12,739 (54,607,869) (54,607,869) Increase (decrease) for error correction (*) Restated initial balance EQUITY ATTRIBUTABLE TO CONTROLLING ENTITIES MINORITY INTEREST TOTAL EQUITY EQUITY Changes in equity Comprehens ve income Income (loss) Other comprehensive income Comprehensive income Dividends Increase (decrease) for transfers and other changes - (67,899) (593) (68,492) - 5,247 (593) 4,654 457,867,231 (128,007) 9,943,257 9,815,250 Total changes in equity FINAL BALANCE FOR CURRENT PERIOD 12-31-2011 113,977,666 (54,607,869) (68,492) (719,223) (787,715) 59,283,912 59,288,566 (706,484) 58,582,082 172,618,711 640,301,192 25,090 640,326,282 EQU ITY A S OF DECEM B ER 31 , 2 010. RESERVES FOR EQUITY OTHER ACCUMULATED CURRENCY OTHER ATTRIBUTABLE MINORITY MISC. INCOME CONVERSION RESERVES TO CONTROLLING INTEREST EQUITY RESERVES (LOSSES) DIFFERENCES ENTITIES ISSUED CAPITAL Initial balance current period as of 01-01 2010 457,867,231 (246,238) 9,943,850 9,697,612 112,984 - 112,984 TOTAL EQUITY 114,423,641 581,988,484 678,003 582,666,487 41,713,930 41,713,930 54,194 41,768,124 - 112,984 - 112,984 41,826,914 54,194 (45,114,179) (45,114,179) 2,311,407 2,311,407 (623) 2,310,784 Changes in equity Comprehensive income Income (loss) Other comprehensive income Comprehensive income Dividends Increase (decrease) for transfers and other changes (*) - - - - 112,984 - 112,984 (1,088,842) (975,858) 53,571 (922,287) 457,867,231 (133,254) 9,943,850 9,810,596 113,334,799 581,012,626 731,574 581,744,200 Total changes in equity FINAL BALANCE FOR CURRENT PERIOD 12-31-2010 41,881,108 (45,114,179) (*): SEE DETAILS IN NOTE ON NET EQUITY. THE ACCOMPANYING NOTES 1 TO 32 ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. Fina ncia l Sta tem ents 77 FOR THE PER IODS ENDING DECEM B ER 31 , 2 011 A ND 2 0 10, EXPRESSED IN THOUSANDS OF PESOS (Th C h $ ) 2 011 | Annua l R ep o rt Wal mar t Chil e CONSOLIDATED INDIREC T CASH FLOW STATEMENT INDIRECT CASH FLOW STATEMENT NOTE 12-31-2011 12-31-2010 ThCh$ ThCh$ INDIRECT CASH FLOW STATEMENT CASH FLOW FROM (USED IN) OPERATIONS ACTIVITIES Income (loss) 113,904,520 41,768,124 Adjustments for income (loss) reconciliation Adjustments for income tax expense 22,558,779 4,852,831 Adjustments for decreases (increases) in inventories (32,533,170) (39,470,208) Adjustments for decreases (increases) in trade accounts receivable (91,048,517) (46,962,118) Adjustments for decreases (increases) in other accounts receivable from operations activities (66,877,331) (5,719,312) Adjustments for decreases (increases) in trade accounts payable 57,113,442 69,542,170 Adjustments for decreases (increases) in other accounts payable from operations activities 13,495,892 33,835,155 64,721,849 57,969,197 Adjustments for depreciation and amortization expenses 25 24 Adjustments for value impairment (reversals of impairment losses) recognized in the fiscal period Adjustments for provisions Adjustments for unrealized losses (gains) in foreign currency 24 Adjustments for non-controlling interests Adjustments for undistributed income from subsidiaries 13 Other 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) OPERATIONS ACTIVITIES 1,476,560 3,464,702 62,520,033 70,727,741 6,772,808 674,239 (706,484) 53,571 195,679 768,293 4,413,307 (4,467,232) (18,060,785) (253,654) 723,050 13,180,483 24,765,112 158,195,858 138,669,632 199,963,982 CASH FLOW FROM (USED IN) INVESTMENT ACTIVITIES Cash flow from loss of control of subsidiaries or other businesses 13 30,000,000 - Cash flow used to obtain control of subsidiaries or other businesses 31 (12,039,524) - Amounts from sale of property, plants and equipment Purchases of property, plant and equipment Purchases of intangible assets 9,148,432 - (145,379,513) (91,048,931) (3,659,457) (4,455,258) Loans to related entities - - Other charges for the sale of equity or debt instruments of other entities - 311,562 Charges to related entities 337,596 306,043 - (456,715) (121,592,466) (95,343,299) Short-term loan amounts 346,488,037 215,296,398 Total loan amounts 346,488,037 215,296,398 Dividends paid (32,954,514) (45,114,179) Loan payments (340,408,747) (246,529,451) Other cash inflows (outflows) NET CASH FLOWS FROM (USED IN) INVESTMENT ACTIVITIES CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Liability payments for financial leases (5,581,544) (4,786,869) Loan payments to related entities (1,916,364) (36,095,351) (21,295,038) (10,477,240) CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES (55,668,170) (127,706,692) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE EFFECT OF EXCHANGE RATE VARIATIONS (38,591,004) (23,086,009) Interest paid 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 Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period THE ACCOMPANYING NOTES 1 TO 32 ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 78 8 12,827 183,691 (38,578,177) (22,902,318) 81,123,159 104,025,477 42,544,982 81,123,159 NOTES TO THE CONSOLIDATE D FINANCIAL STATEMENTS FOR F IS C A L YE A R S ENDED DECEMB ER 31 , 2 011 A ND 2 0 10 1. REPORTING ENTITY 2. BASES FOR PREPARATION Walmart Chile S.A., hereinafter “Walmart Chile” or the “Company,” Following is a description of the main accounting policies used in incorporated in Chile and with domicile in the city of Santiago, Chile, preparing these consolidated financial statements. The policies have at Avenida Presidente Eduardo Frei Montalva 8301, Quilicura. Its been designed based on International Financial Reporting Standards tax ID number is 96439000-2. Walmart Chile is a public corporation (hereinafter IFRS) in effect as of December 31, 2011 and standards and is registered with the Securities and Insurance Supervisor issued by the SVS applied uniformly to all periods presented in these (Superintendencia de Valores y Seguros, hereinafter the “SVS”) under financial statements. Number 0593. The initial public offering of its shares occurred in Chile in December 1996 and its shares were registered in the Santiago Stock The information contained in these consolidated financial statements Exchange (Bolsa de Comercio de Santiago), Valparaíso Stock Exchange is the responsibility of the Board of Directors of the group, which states (Bolsa de Corredores de Valparaíso) and the Chilean Electronic that it is aware of the information contained in these consolidated Exchange (Bolsa Electrónica de Chile), where its shares are traded. financial statements and is responsible for the information contained in the same and the application of the principles and criteria included in Part of the consolidated group, the indirect subsidiary Walmart Chile the IFRS and standards issued by the SVS. These financial statements Inmobiliaria S.A. is registered with the Securities Registry of the SVS were approved by the Board of Directors on March 28, 2012 under number 0414. 2.1. Consolidated financial statements Part of the consolidated group, the indirect subsidiary Walmart Chile Inmobiliaria S.A. is registered with the Securities Registry of the SVS These consolidated financial statements of Walmart Chile S.A. and under number 0414. its subsidiaries for the fiscal year ended on December 31, 2011 have been prepared in accordance with the IFRS and its interpretations in Part of the consolidated group, the indirect subsidiary Servicios y effect as of December 31, 2011 and standards issued by the SVS. Administración de Créditos Comerciales Presto S.A. is registered under number 686 with the credit card issuers and operators 2.2. Bases of Measurement registry maintained by the Superintendency of Banks and Financial Institutions. The consolidated financial statements have been prepared in accordance with the historical cost principle, except for the valuation On November 22, 2010, the Company agreed, in an extraordinary of certain financial assets and liabilities (including derivative financial shareholders meeting, to change the business name of the company instruments) that are valued at fair value (see note on financial from Distribución y Servicios D&S S.A. to Walmart Chile S.A. instruments). The Company is made up of a group of companies whose main The preparation of these consolidated financial statements in businesses are centered on food distribution through various accordance with IFRS requires the use of certain critical accounting supermarket and hypermarket formats, with coverage of the entire calculations. It also requires that management exercise its judgment country from Arica to Punta Arenas; commercial credit management in the process of applying the company’s accounting policies. In the services; and real estate activities involving land and commercial note on management estimates and critical judgments or criteria, establishments. we provide information about the areas that require a greater degree of judgment or complexity or the areas where the hypotheses and The controlling investor of the company is Inversiones Australes Tres estimates are significant for the consolidated financial statements. Limitada and the parent company of the company is Wal-Mart Stores Inc., with a share of 74.61%. Fina ncia l Sta tem ents 79 Wal mar t Chil e 2 011 | Annua l R ep o rt The consolidated financial statements are presented using the income is the Peruvian nuevo sol as indicated in note 3.4. All information is statement by function and the indirect cash flow statement. presented in thousands of pesos and has been rounded to the nearest unit, unless stated otherwise. 2.3. Functional and Presentation Currency 2.4. New standards and interpretations issued and invalid ones The consolidated financial statements are presented in Chilean pesos, which is the functional and presentation currency of the company. At the date of issuance of these consolidated financial statements, All of the group’s companies based in Chile have determined that certain amendments, improvements and interpretations to existing their functional currency is the Chilean peso and that items included standards have been published that have entered into effect during in the financial statements of each entity are measured using that the 2012 fiscal year, and which the company has adopted. Adoption currency. The functional currency of the subsidiaries based in Peru of these standards was mandatory as of the dates indicated below: STANDARDS AND AMENDMENTS REQUIRED APPLICATION FOR FISCAL YEARS STARTED ON: IAS 32 Financial Instruments: Presentation February 1, 2010 IFRS 1 First-time Adoption of International Financial Reporting Standards July 1, 2010 IAS 24 (revised) Disclosure of related parties January 1, 2011 Amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards July 1, 2011 Amendment to IFRS 3 (revised) Business Merger July 1, 2010 Amendment to IFRS 7 Financial Instruments: Disclosures July 1, 2010 Amendment to IAS 1 Presentation of financial statements January 1, 2011 Amendment to IAS 27 Consolidated and separate financial statements July 1, 2010 Amendment to IAS 34 Interim Information January 1, 2011 INTERPRETATIONS REQUIRED APPLICATION FOR FISCAL YEARS STARTED ON: IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction January 1, 2011 IFRIC 13 Customer Loyalty Programs January 1, 2011 IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments July 1, 2010 Likewise, at the date of issuance of these consolidated financial statements, certain amendments, improvements and interpretations to existing standards have been published that have not entered into effect and which the company has not yet adopted. Adoption of these standards is mandatory as of the dates indicated below: 80 NEW STANDARD, IMPROVEMENTS AND AMENDMENTS REQUIRED APPLICATION FOR FISCAL YEARS STARTED ON: IFRIC 7 Financial Instruments: Disclosures January 1, 2013 IFRIC 9 Financial Instruments: Classification and Measurement January 1, 2012 IFRIC 10 Consolidated Financial Statements January 1, 2013 IFRIC 11 Joint Arrangements January 1, 2013 IFRIC 12 Disclosure of Participation in Other Entities January 1, 2013 IFRIC 13 Measurement of Fair Value January 1, 2013 IAS 1 Presentation of Financial Statements July 1, 2012 IAS 12 Income Taxes January 1, 2012 IAS 19 Employee Benefits January 1, 2013 IAS 28 Investments in Associates and Joint Ventures January 1, 2013 IAS 32 Financial Instruments: Presentation January 1, 2014 IFRIC 20 INTERPRETATIONS REQUIRED APPLICATION FOR FISCAL YEARS STARTED ON: “Stripping costs” in the production phase January 1, 2013 The company’s management believes that none of these standards the identifiable liabilities and contingencies assumed in a business will have a significant effect on the consolidated financial statements merger are initially valued at their fair value as of the acquisition when they are applied. date, regardless of the extent of minority interests. The acquisition cost in excess of the fair value of the share of the company in the 3. SIGNIFICANT ACCOUNTING POLICIES identifiable net assets required is recognized as purchased goodwill. If the acquisition cost is lower than the fair value of the net assets of The accounting policies established herein have been applied the subsidiary acquired, the difference is recognized directly in the consistently to these consolidated financial statements and have been income statement. applied consistently to all of the group’s companies. With 3.1. Bases of consolidation consolidation, unrealized inter-company expenses and income transaction for balances transactions and between consolidated entities are eliminated. Losses originating in a 3.1.1. Subsidiaries transaction between consolidated entities are also eliminated, unless Subsidiaries are all of the entities that the Walmart Chile Group the transaction provides evidence of a loss due to deterioration of the controls. When assessing whether the company controls another transferred asset. The accounting policies of subsidiaries are modified entity, the existence and effect of potential voting rights that are when necessary to ensure uniformity with policies adopted by the actually exercisable or convertible are considered. The subsidiaries Walmart Chile group. are consolidated starting on the date on which control is transferred and they are excluded from the consolidation on the date on which The company does not have any special purpose entities. such control ceases. 3.1.2. Subsidiary entities To account for the acquisition of subsidiaries, the acquisition method The direct, first-line subsidiary companies included in the consolidation is used. The acquisition cost is the fair value of the assets delivered, and related companies of the different business segments, are the the equity instruments issued and the liabilities incurred or assumed following: on the date of the transaction. The identifiable assets acquired and SHARE PERCENTAGE 31-12-2011 Taxpayer ID Number TOTAL 31-12-2010 TOTAL - 99.9999 99.9999 0.001 100 100 COMPANY NAME DIRECT INDIRECT 99.9999 99.999 100 - 100 - 100 100 100 76.724.050-3 Inversiones Walmart Chile Ltda. (*) 76.023.836-8 Inversiones Internacionales D&S Ltda. and subsidiaries E-0 Inversiones Pacifico LLC 96.829.710-4 Comercial Walmart Chile S.A. and subsidiaries (**) - 95.723.000-8 Walmart Chile Servicios Financieros S.A. and subsidiaries (***) - 100 100 100 96.519.000-7 Walmart Chile Inmobiliaria S.A. and subsidiary (****) - 99.9963 99.9963 99.9963 All of the entities over which the company does not have control have been included in the consolidation. (*) Through public deed dated May 20, 2011, the company Inversiones D&S Chile Ltda. changed its business name to Inversiones Walmart Chile Ltda. (**) On July 1, 2011, Sociedad Comercial D&S S.A. changed its business name to Comercial Walmart Chile S.A., a change that was approved in an extraordinary shareholders’ meeting on April 29, 2011. (***) On July 1, 2011, the company Servicios Financieros D&S S.A. changed its business name to Walmart Chile Servicios Financieros S.A., a change that was approved in an extraordinary shareholders’ meeting on April 28, 2011. (****) On July 1, 2011, the company S.A. Inmobiliaria, Terrenos y Establecimientos Comerciales changed its business name to Walmart Chile Inmobiliaria S.A., a change that was approved at an extraordinary shareholders’ meeting on April 27, 2011. Fina ncia l Sta tem ents 81 Wal mar t Chil e 2 011 | Annua l R ep o rt On July 15, 2011 the subsidiary company Inversiones Walmart Chile Unrealized earnings for transactions between the Walmart Chile Ltda. acquired the remaining 50% share of the related companies group and its related companies are eliminated depending on the Alimentos y Servicios S.A. and Inversiones Solpacific S.A., and as a share percentage the company holds in them. result these companies are included in these consolidated financial statements. Unrealized losses are also eliminated, except if the transaction provides evidence of loss due to depreciations of the asset that is In 2011, a company reorganization process in the retail segment was begin transferred. The accounting policies of related companies are implemented. This process entailed the merger of all the companies modified when necessary to ensure uniformity with policies adopted operating under the supermarket and hypermarket formats into two by the Walmart Chile group. new legal entities that today operate under these formats. This process simplified the company structure of Wal-Mart Chile S.A. in order to Dilution gains or losses in related companies are recognized in the support the company’s growth, make the tax process more efficient income statement. and achieve the flexibility necessary for future business requirements. 3.3. Exchange rate and indexation units. 3.1.3. Transactions and non-controlling share The Walmart Chile group treats transactions with the non-controlling Assets and liabilities held in foreign currencies and those set in interest as if they were transactions with group shareholders. In unidades de fomento are presented at the following exchange rates the case of non-controlling interests, the difference between any and closure values, respectively: compensation paid and the corresponding share in the book value of the net assets acquired from the subsidiary are recognized in equity. Income and losses due to write-offs that benefit the minority share, as long as control is maintained, are also recognized in equity. CH$ / US$ CH$ / US$ CH$ / PEN 12-31-2010 DATE 468.01 21,455.55 166.79 12-31-2011 519.20 22,294.03 193.27 3.2. Related companies Related entities are those over which the Walmart Chile group exercises 3.4. Transactions in foreign currency significant influence but does not control, which generally involves a share of between 20% and 50% of the voting rights. Investments in Transactions in foreign currency are translated at the exchange rate related companies are accounted for using the equity method and are on the transaction date. Monetary assets and liabilities in foreign initially recognized at cost. The investment of the Walmart Chile group currencies at the balance date are translated to Chilean pesos at in related companies includes the identified goodwill purchased in the the exchange rate on that date. Exchange rate differences arising acquisition, net of any loss for accumulated depreciation. from currency translation are recognized in the income statement by function. Non-monetary assets and liabilities measured at historical The Walmart Chile group’s share in losses or gains subsequent to cost on the basis of foreign currency are translated using the exchange the acquisition of related companies or subsidiaries is recognized rate on the transaction date. Non-monetary assets and liabilities in in the income statement by function and is included in the item foreign currency and valued at fair value are translated to Chilean “Share in income (loss) of subsidiaries accounted for using the equity pesos at the exchange rate on which said fair value was determined. method in income,” and its share in equity movements subsequent to the acquisition that do not constitute income, are attributed to the The financial statements of Inmobiliaria D&S Perú S.A.C and corresponding equity reserves (and are reflected as appropriate in the Comercial D&S Perú S.A.C whose functional currency is the Peruvian Other integral income statement). nuevo sol (PEN) are converted to the presentation currency as follows: When the Walmart Chile group’s share in the losses of a subsidiary * The assets and liabilities of each financial statement presented are is equal to or greater than its share in the same, including any other converted at the exchange rate at the closure of each period or non-guaranteed receivable, Grupo Walmart Chile does not recognize fiscal year. additional losses, unless it has incurred obligations or made payments in the name of the subsidiary. 82 * The income and expenses of each account are converted at Depreciation is calculated on the depreciable amount, which average exchange rates (unless the average is not a reasonable corresponds to the cost of an asset or another amount that substitutes approximation of the cumulative effect of exchange rates as of the for the cost, less its residual value. transaction dates, in which case the income and expenses are converted on the transaction dates). Depreciation is recognized in the income statement in a linear form over the estimated useful lives of each part of a property, plant * All resulting exchange rate differences are recognized as a separate component of net equity, in the “Other reserves” line item. and equipment line item, given that these more accurately reflect the expected consumption pattern of the future economic benefits related to the asset. Assets leased under financial lease contracts 3.5. Property, plant and equipment are depreciated over the shortest period between the lease and their useful lives, unless it is reasonably certain that the group will acquire Property, plant and equipment are recorded at cost and presented the property at the end of the lease period. net of their accumulated depreciation and accumulated impairment, except for land, which is not subject to depreciation. When parts of an item in Property, plant and equipment have different useful lives, they are recorded as separate items (important The cost includes the acquisition price and all costs directly related to components) of property, plant and equipment. the location of the asset in the place and conditions necessary so that it can operate as foreseen by the management, if this exists, as well The useful lives for the current and comparative periods are detailed as the initial estimate of the costs of dismantling, removing or partially as follows: removing the asset, as well as rehabilitation of the place where it is located, for which the company is responsible. Construction or works in progress include, among others, the following concepts incurred during the construction period: * Financial cost related to external financing that are directly Buildings 50 years Terminations 15 years Installations 15 to 20 years Equipment at properties 15 to 20 years Exterior works 20 years Vehicles 4 years attributable to the construction.Activated financial costs are Machinery 4 to 5 years obtained by applying the weighted average cost of long-term Furniture and office supplies 3 to 4 years financing to the average cumulative investment that is susceptible to non-financed activation specifically, as described in IAS 23R. Methods used to determine depreciation, useful lives and residual * Personnel costs and others of an operating nature directly related to the construction. values are revised in each fiscal period and adjusted prospectively if necessary . Estimations of certain property, plant and equipment line items are periodically revised. Enlargement, modernization or improvement costs that represent an increase in productivity, capacity or efficiency and therefore an When the value of an asset is higher than its estimated recoverable extension of the useful life of the goods are capitalized as greater amount, its value immediately declines to its recoverable value, cost of the corresponding goods. Periodic maintenance, conservation through the application of depreciation tests. and repair costs are recorded against income as a cost for the fiscal period in which they are incurred. An element of property, plant and equipment 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 the write-off of the asset (calculated as the difference between the net value of disposal and the asset’s book value) is included in the income statement by function in the period in which the asset is written-off. Fina ncia l Sta tem ents 83 Wal mar t Chil e Losses and gains for sales of property, plant and equipment are 3.7. Intangible assets 2 011 | Annua l R ep o rt calculated by comparing the income obtained to the book value and are included in the income statement by function. 3.7.1. Purchased goodwill Purchased goodwill is the difference between the excess acquisition 3.6. Investment properties cost and the fair value of the Walmart Chile group’s share in the identifiable net assets of subsidiaries or related companies as of Investment properties are real estate (land and buildings) the acquisition date. Purchased goodwill related to acquisition of held to obtain economic benefits from their rental or capital subsidiaries is included in intangible assets. appreciation. Investment properties and investment properties under construction are recorded at cost and presented net of their Purchased goodwill related to acquisitions of related companies is accumulated depreciation and accumulated impairment, except included in investments in related companies, accounted for using for land, which is not subject to depreciation. the equity method, and is subjected to impairment testing along with the total amount of the associated investment. Purchased goodwill is The acquisition cost and all other costs associated with investment separately subjected to impairment testing annually and is valued at properties as well as the effects of depreciation and treatment of cost less accumulated losses due to depreciation. Gains and losses asset write-offs are recorded as they are for Property, plant and from the sale of an entity include the book value of purchased goodwill equipment described in point 3.5 above. related to the entity sold. The economic useful lives estimated for the main elements of The cash-generating unit is defined as the smallest group of assets investment properties are: for which an independent cash flow can be identified. In this context, the company has established that this condition is fulfilled in each store considered individually. Purchased goodwill is assigned to cash- Buildings 50 years Terminations 15 years Installations 15 to 20 years generating units for the purpose of impairment testing. Distribution is carried out between those cash-generating units or groups of cash-generating units that are expected to benefit from the business merger in which the goodwill originates. The residual values of the assets, useful lives and depreciation methods are reviewed when preparing the financial statements each Each year, the existence of depreciation of purchased goodwill is year, and these are adjusted if appropriate as a change in prospective measured. estimates. The greater value from the acquisition of an investment or business Transfers to investment properties occur only when there is a change merger is credited directly to the income statement by function. in use evidenced by the end of occupation by the owners, the start of an operating lease to another party or the end of construction or Purchased goodwill does not have a defined useful life. development. Transfers from investment properties occur only when there is evidence of a change in use due to the start of occupation 3.7.2. Commercial rights and trademarks by the owner or the beginning of development with plans to sell and Commercial rights and trademarks have an indefinite useful life and the fair value as of the date of the reclassification becomes its cost for are recorded at cost less accumulated depreciation. Impairment subsequent accounting. testing is done annually, whether at the individual level or at the cashgenerating unit level. 3.7.3. Computer programs Computer software licenses acquired are capitalized on the basis of the costs incurred to acquire and prepare for using the 84 specific program less amortization and accumulated depreciation. Impairment is recognized if the book value of an asset or its cash- Amortization is calculated on a linear basis and its effect on income generating value exceeds its recoverable value. Impairment losses are is presented in the administrative cost line item. recognized in the income statement. The estimated useful lives for the current and comparative periods Impairment losses recognized in relation to cash–generating units are are 4 and 5 years. assigned first, 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 Expenses related to development or maintenance of computer (groups of units) on a pro rata basis. software are recognized as expenses when they are incurred. Impairment loss for goodwill is not reverted. Regarding other assets, 3.8. Financing costs impairment loses recognized in previous periods are evaluated on the date of each balance to look for any indication that the loss has Interest costs incurred for construction of any qualified asset are been reduced or has disappeared. An impairment loss is reverted if capitalized over the period of time necessary to complete and prepare there has been a change in the estimations used to determine the the asset for the intended use, according to IAS NIC 23R. Other recoverable amount. An impairment loss is only reverted to the extent interest costs are recorded in income (expenses). that the book value of the asset does not exceed the book value that would have been determined, net of depreciation or amortization, if 3.9. Impairment of non-financial assets the impairment loss had not been recognized. Assets with an indefinite useful life are not subject to amortization Goodwill that is part of the book value of an investment in a related and are subjected to impairment testing each year. Assets subject company is not recognized separately and as a consequence they are to depreciation or amortization are subjected to impairment testing not subjected to separate impairment tests. On the contrary, the total when some event or change in circumstances indicates that the book amount of investment in a related company is tested for impairment value may not be recoverable. as a unique asset when there is objective evidence that the investment may be impaired. The recoverable amount of an asset or cash-generating unit is the greater value between its value in use and its fair value, less costs As indicated in the note on criteria for property, plant and equipment, of sale. To determine value in use, future estimated cash flows are when the value of an asset is greater than its estimated recoverable deducted from its present value using a discount rate before taxes amount, its value is reduced immediately to the recoverable amount that reflects current market assessment s of the temporary value of through recognition of impairment losses. As of December 31, 2011, money and the specific risks that an asset may have. For the purpose ThCh$1,476,560 was recognized for Property, plant and equipment of assessing depreciation, assets that cannot be tested individually (in 2010, this amount was Th$3,464,702 en 2010). are grouped in the smallest asset group that generates cash inflows from continued use, which are independent of cash inflows of other 3.10. Categories of non-derivative financial instruments assets or asset groups (the “cash-generating unit”). Depending on the date of value testing of an operating segment, for the purpose of The Walmart Chile group classifies its financial assets in the following testing goodwill impairment, the cash-generating units that have been categories: at fair value through profit or loss, loans and accounts assigned goodwill are added so that the level on which impairment receivable, and available for sale. The classification depends on the is tested reflects the lowest level on which goodwill is monitored for purpose for which the financial assets were acquired. Management internal reporting purposes. determines the classification of its financial assets at the time of initial recognition. The group’s corporate assets do no 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 cashgenerating unit to which the corporate asset belongs. Fina ncia l Sta tem ents 85 Wal mar t Chil e 2 011 | Annua l R ep o rt 3.10.1. Financial assets at fair value through profit or loss Financial assets are written off for accounting purposes when the Financial assets at fair value through profit or loss are financial assets rights to receive cash flows from the investments have expired or maintained for negotiation or are designated as financial assets at fair have been transferred and the Walmart Chile group has substantially value through profit or loss when initially recognized. transferred all the risks and benefits of ownership. A financial asset is placed in this category if it is acquired mainly for Financial assets available for sale and financial assets at fair value the purpose of sale in the short term. through profit or loss are later recorded at their fair value (with a balancing entry in Other comprehensive income and income, Assets in this category are classified as current assets. respectively). 3.10.2. Loans and accounts receivable Loans and accounts receivable are recorded at their amortized cost Loans and accounts receivable are financial assets with fixed or according to the effective interest rate method. ascertainable payments that are not quoted in an active market. The effective interest rate method is a method of calculating the Assets in this category are classified as current, except for those amortized cost of a financial asset or liability (or of a group of financial with maturities longer than 12 months from the date of the financial assets or liabilities) and charged to financial income or expense over statements, which are classified as non-current assets. 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 Loans and accounts receivable include trade and other accounts expected lifetime of the financial instrument (or, when appropriate, receivable and receivables rights. over a shorter period) are exactly equal to the net book amount of the financial asset or liability. To calculate the effective interest rate, 3.10.3. Financial assets available for sale an entity will estimate the cash flows taking into account all of the Financial assets available for sale are non-derivatives assigned to this financial instrument’s contractual conditions. category or which are not assigned to any of the other categories. Gains and losses that arise from changes in the fair value of financial They are included in non-current assets unless management plans assets to fair value through profit or loss are included in the income to dispose of the investment within 12 months from the date of the statement by function in the fiscal period in which such changes in financial statements. fair value are generated. 3.10.4. Recognition and measurement of financial assets Dividend income from financial assets at fair value through profit or Acquisition and disposal of financial assets are recognized at the loss and available for sale are recognized in the income statement by negotiation date; in other words, the date on which the Walmart Chile function, in the other income item, once the right of the Walmart Chile group makes a commitment to acquire or sell the asset. group to receive the dividend payments has been established. Financial assets are initially recognized at their fair value plus 3.11. Derivative financial instruments transaction costs, for all financial assets not charged at fair value through profit or loss. Transaction costs include fees and commissions The Walmart Chile group uses derivative financial instruments paid to agents (including employees who act as sales agents), such as interest rate swap and currency forward contracts to advisors and intermediaries, rates established by regulatory agencies hedge against risks related to fluctuations in interest rates and and securities exchanges, as well as taxes and other duties to which exchange rates that affect its financial obligations to banks and the transaction is subject. Transaction costs do not include premiums related companies. Such derivative financial instruments are or discounts on debt, financial costs, maintenance costs or internal initially recognized at fair value on the date on which the derivative administrative costs. contract is signed and are measured again at fair value thereafter. Derivatives are recorded in the Other financial assets item if they Financial assets at fair value through profit or loss are initially have a positive value and in the Other financial liabilities item if recognized at their fair value, and the transaction costs are charged they have a negative fair value. to income. 86 Any profit or loss arising from changes in the fair value of In order to properly record its stock, the company makes estimates derivatives during the fiscal period is directly recorded in the for damage and obsolescence of its inventories. These estimates income statement by function in the Other income or expenses are based on historical experience and rotation of its articles and item, by function. are reviewed at the closure date of each fiscal period. 3.12. Impairment of financial assets 3.14.Trade and other receivables A financial asset that is not recorded at fair value through profit Trade and other receivables are initially recognized at their fair value or loss is assessed at each balance date to determine if there is (a nominal value that includes implicit interest) and later at their objective evidence of impairment. A financial asset is impaired if amortized cost according to the effective interest rate method, less there is objective evidence that a loss event has occurred after any reduction for value impairment. initial recognition of the asset, and that this event has had a negative effect on future cash flows of the asset that can be reliably An estimate is established for impairment losses of trade receivables calculated. when there is objective evidence that the company will not be able to collect all of the amounts owed to it in accordance with the When evaluating collective impairment, the group uses variables original terms of the accounts receivable. Some indicators of possible based on arrears, cash flows related to charges to customers, impairment of accounts receivable are the debtor’s financial difficulties, recoveries, customer segments, types of products, the amount of the likelihood that the debtor is entering into bankruptcy or financial the loss incurred and comparisons with recognized practices in reorganization and non-compliance or failure to make payment, as the financial market, adjusted according to management’s opinion well as experience regarding the behavior and characteristics of the regarding whether current economic and credit conditions are portfolio as a whole. likely to result in the real losses being greater or smaller than those suggested by historical trends. For the purposes of assessing and recording impairment, the portfolio is segmented by type of debtor and credit up to the levels deemed An impairment loss related to a financial asset valued at amortized appropriate. Currently, trade receivables include only operations that cost is calculated as the difference between the asset’s book value can be classified as consumption, so their information only refers to and the present value of estimated future cash flows, discounted this concept. at the effective interest rate. Losses are recognized on the income statement and are reflected in a provision account against accounts The estimate of impairment is based on a loss approach that seeks to receivables (see chart on impairment of trade receivables and other capture objective evidence of impairment of operations, enabling the expired and unpaid with impairment, in the note on Trade and company to predict which future flows will not be received as agreed. other accounts receivable item). Interest on the impaired asset will Also taken into consideration are expectations of payment, in terms continue to be recognized through reversal of the effective rate. of both amount and timing and the valuation of such losses based When a subsequent event causes a reduction in the loss amount, on the difference between contractual flows and flows adjusted for this reduction is reversed on the income statement. 3.13. Inventory Inventories are valued at the lesser of acquisition cost or net realizable value. Net realizable value represents the estimated sales value of the inventory, during the normal course of business, less all remaining production costs (own manufactured goods) and the costs necessary to carry out the sale. The costing method corresponds to the weighted average price. Stock in transit is valued at the acquisition cost. Fina ncia l Sta tem ents 87 Wal mar t Chil e 2 011 | Annua l R ep o rt impairment. The latter are updated at the effective interest rate of income statement over the life of the debt according to the effective placement. The amount associated with the estimation of impairment interest rate method. is presented net of trade and other accounts payable and its effect on income is recognized by recording it in Administrative expenses. 3.19. Current and deferred income taxes 3.15. Cash and cash equivalents Deferred income taxes recorded on the income statement by function for the year includes current and deferred income taxes. Cash and cash equivalents includes cash balances, bank and other investments in fixed-income mutual fund shares in pesos with a Income taxes are directly recognized on the income statement by maturity of less than three months. In the financial statements, function except for those related to items that are directly recognized overdrafts, if any, are classified as loans in current liabilities at in equity. amortized cost. Current income tax is the tax expected to be paid for the year, 3.16. Paid-in capital calculated using rates in effect on the date of the balance and also including any adjustment to the tax to be paid for previous years. Paid-in capital is represented by ordinary shares of a single class. Deferred income tax is calculated taking into account the differences The incremental costs directly attributable to issuance of new shares are between the book value of the assets and liabilities reported for presented in net equity as a deduction, net of capital gains taxes resulting financial purposes and the amounts used for tax purposes. from issuance of shares. Deferred taxes are valued at tax rates expected to be applied when According to the company’s statutes, at least 30% of annual profits must be the temporary differences are reversed, based on the laws that have distributed as cash dividends, unless otherwise unanimously agreed on at been approved or are about to be approved as of the balance sheet the Shareholders’ Meeting by all shares issued. date. Deferred tax assets and liabilities are presented in net form, if there is an enforceable legal right to adjust current tax liabilities 3.17.Trade and other payables and assets for current taxes, and they are related to the income tax applied by the same tax authority to the same taxpaying entity, or to Trade and other payables are recognized at amortized cost, which is different taxpaying entities, but the current tax liabilities and assets not different from their nominal value, as their average time of payment are to be settled in net form, or its tax assets and liabilities are realized is reduced. at the same time. 3.18. Loans and other financial liabilities A deferred tax asset is recognized to the extent that it is likely that there will be future taxable profits against which the asset can be The group initially recognizes debt instruments issued and financial utilized. Deferred tax assets are reduced to the extent that it is not liabilities on the date of their origination. All other financial liabilities likely that the related benefit is obtained. (including liabilities designated at fair value through profit or loss) are initially recognized at the transaction date in which the group The company does not record deferred taxes on temporary becomes a party to the contractual provisions of the instrument. differences that arise between investments in subsidiaries and related companies, as the date on which these will revert is monitored and it The group writes off a financial liability when its contractual obligations is likely they will not do so in the foreseeable future. are settled or expire. A deferred tax asset is recognized for unused tax losses, tax credits Loans, public obligations and financial liabilities of a similar nature and temporary deductible differences, to the extent that it is likely are initially recognized at their fair value, net of costs incurred in the that future taxable gains will exist against which these can be used. transaction. Subsequently, they are valued at amortized cost and any Deferred tax assets are reviewed at each balance sheet date and difference between the funds obtained (net of the costs necessary reduced when it is not likely that the related tax benefits will be to obtain them) and the reimbursement value is recognized in the obtained. 88 3.20. Employee Benefits 3.22. Revenue from ordinary activities Employee benefits are recognized when there is a current legal or Ordinary revenue includes the fair value of the considerations received or constructive obligation to pay the amount as a result of a service to be received for the sale of goods and services in the ordinary course of provided by the employee in the past and the obligation can reliably the company’s activities. Ordinary revenue is presented net of sales tax, be estimated. returns and discounts. 3.20.1. Personnel vacation The company recognizes revenue when the amount of the same can The company recognizes an expense for personnel vacations to the reliably be calculated, it is likely that future economic benefits are going to extent that they provide the service. This is a short-term obligation that be received by the entity and the specific conditions are met for each of is measured on a non-discounted basis. the company’s activities. It is not considered possible to value the amount of revenue accurately until all contingencies related to the sale of the good 3.20.2. Incentives or service provision have been resolved. The company provides an annual incentive plan for its employees for fulfillment of objectives and individual contributions to results. Revenue from the sale of merchandise is recognized in the income statement when the significant risks and benefits of ownership of the The incentives, which are eventually delivered, consist of a certain goods are transferred to the buyer. Revenue is not recognized if there number or portion of monthly salaries and are recognized when they are is significant uncertainty about collection, the associated costs, possible likely to be paid and their amount can reliably be estimated. return of goods or continued administrative involvement in the same. 3.21. Provisions Income from financial interest and adjustments is accrued as a function of the placement of consumer loans based on the capital that is pending Provisions are recognized when the group has a present (legal or payment, and is recognized using the effective interest rate method. The constructive) obligation as a result of a past event and it is likely that a effective interest rate is the discount rate that exactly balances the cash resource disbursement, including economic benefits, will be required flows to be received with the net book value of the asset. Calculation of to settle the obligation and a reliable estimate can be made of the the effective interest rate, when it corresponds to commissions and other obligation amount. When the group expects that part or all of the paid items like transaction costs, is incremental and directly attributable provision will be reimbursed, for example under an insurance contract, to the transaction. the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense related to any provision The main operations that generate financial interest income are: is presented in the income statement net of any reimbursement. If the effect of the value over time of the money is material, the provisions are * interest on installment credit: this is the interest agreed at the discounted using a rate that reflects, when appropriate, the specific effective date of the transaction and is calculated by applying the risks of the liability. When the discount is used, the increase in the rate (in base 365) to the unpaid credit balance at the time the provision owing to the passage of time is recognized as a financial cost. installment is invoiced. A provision for onerous contracts is recognized when the economic benefits that the group anticipates from this 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 net cost anticipated of continuing with the contract. Prior to establishing a provision, the group recognizes any impairment loss of the assets associated with the contract. Fina ncia l Sta tem ents 89 Wal mar t Chil e and to the “Lider pesos,” and the latter become a form of deferred daily basis or projected according to a parametrized revolving rate. income in liabilities until they are used. The amount of the deferred This interest is charged daily starting on the maturity date and until income includes the estimate of the likelihood that the “Lider pesos” invoicing (inclusive). On the invoicing date, a projection is made will be used. The fair value of “Lider pesos” is equivalent to the same of interest from the date following invoicing to the date of maturity. amount of pesos expressed in the company’s functional currency: the When maturity occurs the next month, the interest is projected to Chilean peso. “Lider pesos” are used by clients as a means of payment the end of the month, and the second projection is from the first for their purchases in the company’s stores. 2 011 | Annua l R ep o rt * Line of credit or revolving interest: This calculation is done on a day of the month until the day before maturity. 3.23. Leases * Interest for arrears: this is calculated based on the overdue debt the customer maintains. This calculation is done on a daily basis 3.23.1. The group as lessee or projected according to a parametrized arrears rate. This interest Financial leases, which transfer to the group substantially all of the is charged daily starting on the maturity date and until invoicing risks and benefits incidental to the property of the leased item, are (inclusive). On the invoicing date, a projection is made of interest capitalized at the beginning of the lease period at the fair value of the from the date following invoicing to the date of maturity. When property leased or if lower, at the present value of the minimum lease maturity occurs the next month, the interest is projected to the end payments. Lease payments are distributed among the financing of the month, and the second projection is from the first day of the charges and the reduction of the lease obligation to obtain a constant month until the day before maturity. interest rate on the pending balance of the liability. Income for commissions is recognized in the consolidated income Financial costs are charged in the income statement by function. statement using different criteria, depending on the nature of the commissions. Those that correspond to a single act are recorded Leases in which the lessor conserves a significant part of the risks directly in the income statement. Those that originate in transactions and benefits of ownership of the good are classified as operative or services that occur over time are accrued over the credit term. leases. Payments for operative leases (net of any incentive received from the lessor) are charged in the income statement by function on Income from logistical services is recognized on an accrual basis a linear basis over the lease period. depending on the business agreements in effect, as long as the result of the transaction can accurately be estimated. 3.23.2. The group as lessor When assets are leased under a financial rental agreement, the Income from the lease of investment properties is recognized in the current value of the lease payments is recognized as an account income statement using the linear method during the rental period. receivable. The difference between the gross amount to be Other services are recognized on an accrual basis depending on the received and the current value of that amount is recognized as a conditions established in the contracts and business agreements. financial return on the capital. Walmart Chile maintains a customer loyalty program known as “Mi Club Income from financial leases is recognized in the lease period Lider”. Each time a client buys a product included in the promotion, using the net investment method, which reflects a constant whether at Walmart Chile or at a related business, he or she receives periodic rate of return. “Lider pesos,” which can be exchanged for products in the quarter following the one in which they were generated. According to IFRIC 13, Assets leased to third parties under operative lease contracts are each time a customer buys a product that generates “Lider pesos,” the included in the Property, plant and equipment item or Investment amount received is assigned proportionally to the products acquired property item, whichever is applicable. Income derived from operative leases is recognized in linear form over the rental period. 90 3.24. Distribución de dividendos 3.28. Financial income and financial costs According to Article 79 of Law 18,046, public companies must Financial income is comprised of interest income on invested funds distribute at least 30% of profits to their shareholders as dividends. (including financial assets available for sale), dividend income, gains Dividends are recognized when the payment obligation is established. from the sale of financial assets available for sale, changes in the fair value of financial assets at fair value through profit or loss and Dividends to be paid to Walmart Chile S.A. shareholders are recognized gains from hedging instruments that are recorded in income. Interest as a liability in the financial statements in the period in which they are income is recognized in the income statement at amortized cost using declared and approved by the company’s shareholders or when the the effective interest rate method. Dividend income is recognized corresponding obligation is undertaken to current legal provisions or in the income statement on the date on which the group’s right to distribution agreements established by the shareholders. receive payments is established. This liability is recorded in the Other current non-financial liabilities Financial costs are composed of interest expenses for loans or item and the movement for the year is recorded in the Statement of financing, rectification of discounts on provisions, changes in fair value Changes in Equity in Net consolidated equity, in the Dividends line. of financial assets to fair value through profit or loss, impairment loses recognized in financial assets and losses in hedging instruments that 3.25. Earnings per share are recognized in income. Loan costs that are not directly attributable to the acquisition, construction or production of a qualified asset are Basic earnings per share are calculated by dividing the profit recognized in income using the effective interest rate method. attributable to the common shareholders of the company among the weighted average number of common shares in circulation during 3.29. Environment the year, excluding, if any common shares acquired by the company and maintained as treasury shares. Disbursements related to environmental protection are recorded against income as they are made. 3.26. Financial information by operating segments 3.30. Contingent assets and liabilities An operating segment is a component of the group that participates in business activities in which it may obtain income A contingent asset is a possible asset, arising from past events, whose or incur expenses, including income and expenses related to the existence will be confirmed only if one or more uncertain events occur other components of the group. in the future and these events are not entirely under the control of the company. Information by segment is presented consistently with internal reports provided to those responsible for taking the relevant A contingent liability is a possible obligation arising from past events operating decisions. These executives are responsible for whose existence will only be confirmed only if one or more uncertain assigning resources and evaluating the performance of operating events occurs and these events are not entirely under the control of segments, which have been identified as: retail, real estate and the company. financial services, for those who take strategic decisions, as indicated in IFRS 8 “Operating segments”. Information related to As of December 31, 2011 and 2010, the company does not have any the operating segments of the company is disclosed in the note on recorded contingent assets or liabilities. Information by segments. 3.27. Other non-financial assets Advance lease payments are recorded, related to the various longterm lease operations of stores. The advance lease payments are recorded at their historical cost and amortized over the duration of the respective contracts. Fina ncia l Sta tem ents 91 Wal mar t Chil e 4. CHANGES IN ACCOUNTING ESTIMATES will vary as a result of fluctuation in foreign currency exchange rates, 2 011 | Annua l R ep o rt thereby affecting the group’s income or the value of the financial During the year ended December 31, 2011, no accounting changes instruments held by the group. were adopted. Exchange rate risk is managed in an effort to control exposure in 5. RISK MANAGEMENT POLICY the face of market changes, within reasonable parameters, while simultaneously optimizing returns. 5.1. Financial Risk Factors The Chilean peso is the group’s functional currency, used for setting The Company’s activities are exposed to various types of financial risk: prices for services, composing its balance sheet and determining the effects of operations on income. As of December 31, 2011, the a) Market Risk company does not have accounts receivable in foreign currency. b) Liquidity Risk c) Credit Risk The company’s financial debt is denominated as follows: 61% in unidades de fomento, 33% in pesos and 6% in dollars. As of The company’s global risk management program is centered on December 31, 2011, the company has US$ 80.4 million in foreign the uncertainty of financial markets and aims to minimize potential currency-denominated financial debt. adverse effects on the company’s financial returns. As of December 31, 2011, the average annual exchange rate for the The company uses derivatives to hedge against certain U.S. dollar was Ch$519.20 -- 10.9% higher than the December 31, aforementioned risks. 2010 closing rate of Ch$468.01. a) Market Risk Given the aforementioned exchange rates, a sensitivity analysis Due to the nature of its operations, the Company is exposed to the was conducted to determine the potential effect of exchange rate following types of market risk: fluctuation on the company’s income. The analysis considered the portion not covered by the natural hedge between assets and liabilities (i) Currency exchange rate risk held in foreign currency and accounted for variations of ±10% in the Foreign currency exchange rate risk is the risk that market prices average value of the dollar as of December 31, 2011. SCENARIOS US$ CLOSING ThCh$ ThCh$ US$+10% ThCh$ Dates ThUS$ As of 12-31-2010 47,071 22,029,666 22,029,666 22,029,666 As of 12-31-2011 80,434 18,528,578 20,587,309 22,646,040 3,501,088 1,442,357 (616,374) EFFECT IN EXCHANGE RATE DIFFERENCE FLUCTUATIONS IN CLOSING DOLLAR/PESO EXCHANGE RATE 92 US$-10% EFFECT ON INCOME DECEMBER 2011 +10% (2.058.731) -10% 2.058.731 As shown in the preceding table, the sensitivity analysis suggests that the effect on the company’s income could have increased (decreased) by ThCh$ 2,058,731 in 2011, in the face of ± 10% fluctuations in the average U.S. dollar exchange rate as of December 31, 2011. CURRENCY BALANCE AS OF 12-31-2011 ThCh$ ThCh$ Cash and cash equivalents Ch$ 40,375,166 78,490,770 Cash and cash equivalents US$ 2,082,547 2,540,868 Cash and cash equivalents PEN 68,401 84,094 Cash and cash equivalents EUR 18,868 7,427 Other current financial assets US$ 40,243,620 - Other current non-financial assets Ch$ 5,225,093 3,931,163 Trade and other accounts receivable, current Ch$ 282,517,789 266,078,532 ASSETS BALANCE AS OF 12-31-2010 Accounts receivable from related entities, current Ch$ - 337,596 Inventories Ch$ 217,100,494 179,183,149 Current tax assets Ch$ 31,309,756 15,085,875 Non-current assets or asset groups for disposal classified as maintained for sale Ch$ 6,158,823 - 625,100,557 545,739,474 TOTAL CURRENT ASSETS Other non-financial assets, non-current Ch$ 25,012,096 27,530,994 Non-current collection rights Ch$ 79,600,103 60,725,471 Investments recorded using the equity method Ch$ 0 15,433,091 Intangible assets other than goodwill Ch$ 13,878,228 16,543,073 Goodwill Ch$ 29,948,810 325,379 Property, plant and equipment Ch$ 1,018,228,178 899,065,309 136,120,131 Investment properties Ch$ 129,655,015 Deferred tax assets Ch$ 53,343,901 50,995,898 TOTAL NON-CURRENT ASSETS Ch$ 1,349,666,331 1,206,739,346 1,974,766,888 1,752,478,820 TOTAL ASSETS Fina ncia l Sta tem ents 93 Wal mar t Chil e CURRENCY BALANCE AS OF 12-31-2011 ThCh$ ThCh$ Other current financial liabilities Ch$ 101,126,594 49,796,071 2 011 | Annua l R ep o rt LIABILITIES BALANCE AS OF 12-31-201o Other current financial liabilities US$ 30,882,140 33,849,208 Trade and other accounts payable Ch$ 430,713,247 335,277,217 Trade and other accounts payable US$ 10,786,997 16,087,185 Accounts payable to related entities, current Ch$ 686,944 2,556,062 Accounts payable to related entities, current Ch$ 74,543 435,380 Other short-term provisions Ch$ 7,307,859 6,512,029 Current tax liabilities Ch$ 26,429,789 11,802,681 Current provisions for employee benefits Ch$ 30,326,249 25,378,054 Other current non-financial liabilities Ch$ 38,971,108 24,724,313 TOTAL CURRENT LIABILITIES 677,305,470 506,418,200 Other non-current financial liabilities Ch$ 337,426,703 349,249,622 Accounts payable to related entities, non-current Ch$ 289,398,245 278,513,957 Other long-term provisions Ch$ 0 2,019,140 Deferred tax liabilities Ch$ 27,271,190 31,291,466 Non-current provisions for employee benefits Ch$ 60,000 92,061 Other non-current non-financial liabilities Ch$ 2,978,998 3,150,174 657,135,136 664,316,420 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES 1,334,440,606 1,170,734,620 Capital issued Ch$ 457,867,231 457,867,231 Cumulative income (losses) Ch$ 172,618,711 113,334,799 Other reserves Ch$ 9,815,250 9,810,596 640,301,192 581,012,626 NET EQUITY ATTRIBUTABLE TO OWNERS OF THE CONTROLLING INTEREST Minority interests CL$ TOTAL EQUITY Total patrimonio neto y pasivos 25,090 731,574 640,326,282 581,744,200 1,974,766,888 1,752,478,820 (ii) Interest rate risk (iii) Inflation Risk The company’s interest rate risk stems from its third-party debt. The Inflation risk is the risk that changes in market prices, resulting from a company’s variable interest rate debt exposes it to cash flow interest country’s domestic inflation, affect the group’s revenue or the value of rate risk, while its fixed interest rate debt exposes it to fair value the financial instruments it holds. Inflation risk is managed in an effort interest rate risk. to control exposure in the face of inflation-related market changes, within reasonable parameters, while simultaneously optimizing The company’s exposure to risks associated with market interest returns. rate fluctuations is low, given that a significant percentage of its debt is structured at a fixed rate, either directly or through derivative As of December 31, 2011, the company held 62% of its financial debt contracts. in UF, resulting in fluctuations in the debt’s peso-denominated value. In order to quantify the effect on the company’s pre-tax income, a The results of the sensitivity analysis on variable rate debt, as of sensitivity analysis was performed to examine the effects of a +/-10% December 31, 2011, are that a 10% increase in the interest rate fluctuation in the value of the UF, as of December 31, 2011. would have increased expenses by ThCh$1,298. The Company has a cross currency swap, which is used to transform debt from pesos to UF and from variable rate to fixed-rate. 94 If the UF had risen 10%, pre-tax income would have decreased by Management monitors the company’s cash position daily and ThCh$1,525,000 and the opposite would have occurred had the UF continuously makes liquidity projections, with the objective of paying, dropped by 10%. pre-paying, refinancing and/or obtaining new loans, in accordance with the company’s ability to generate cash flow. b) Liquidity Risk Liquidity risk is defined as the company’s probability of monetary As of December 31, 2011, the company had approved and renewable loss, due to difficulty complying with short-term obligations and/or short-term lines of credit for ThCh$218,000,000, which reasonably difficulty obtaining financing in order to continue normal operations. reduces liquidity risk. A time lapse between cash disbursements and receipts translates into the company’s inability to comply with the terms and conditions The following is an analysis of financial liabilities, grouped by maturity: of contractual commitments to creditors and an inability to execute business plans. Prudent liquidity risk management implies holding sufficient cash; ensuring adequate available financing, through committed loans; and the ability to liquidate market positions. BALANCE AS OF DECEMBER 31, 2011 NOMINAL CONTRACTUAL FLOWS LIABILITIES BOOK VALUE ThCh$ UP TO 1 YEAR ThCh$ FROM MORE THAN 1 TO 3 YEARS FROM MORE THAN 3 YEARS TO 5 YEARS FROM MORE THAN 5 YEARS TO 10 YEARS MORE THAN 10 YEARS ThCh$ ThCh$ ThCh$ ThCh$ TOTAL ThCh$ 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 34,576,060 9,499,964 12,544,366 8,351,750 9,764,027 12,424,671 52,584,778 290,159,732 13,232,715 26,393,120 26,429,275 329,024,080 - 395,079,190 Financial lease obligations Accounts payable to related companies Trade and other accounts payable SUBTOTAL Derivative instruments Total 441,500,244 441,500,244 - - - - 441,500,244 1,186,733,221 574,252,868 267,421,691 46,869,401 369,008,665 89,019,499 1,346,572,124 14,362,192 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 BALANCE AS OF DECEMBER 31, 2010 Flujos nominales contractuales LIABILITIES BOOK VALUE ThCh$ UP TO 1 YEAR ThCh$ FROM MORE THAN 1 TO 3 YEARS ThCh$ FROM MORE THAN 3 YEARS TO 5 YEARS FROM MORE THAN 5 YEARS TO 10 YEARS MORE THAN 10 YEARS ThCh$ ThCh$ ThCh$ TOTAL ThCh$ 291,985,325 60,446,672 212,996,553 19,264,669 - - 292,707,894 Public obligations (bonds) 105,021,997 2,705,602 19,577,343 4,960,408 13,771,541 65,867,976 106,882,870 Financial lease obligations 19,777,331 5,070,917 4,687,172 2,325,928 15,145,711 1,049,869 28,279,597 Accounts payable to related companies 281,647,255 12,700,236 25,435,268 25,400,473 329,384,493 - 392,920,470 Trade and other accounts payable 351,364,402 351,364,402 - - - - 351,364,402 1,049,796,310 432,287,829 262,696,336 51,951,478 358,301,745 66,917,845 1,172,155,233 16,110,248 5,676,402 12,644,825 2,848,030 - - 21,169,257 1,065,906,558 437,964,231 275,341,161 54,799,508 358,301,745 66,917,845 1,193,324,490 Non-guaranteed bank loans SUBTOTAL Derivative instruments Total Fina ncia l Sta tem ents 95 Wal mar t Chil e c) Credit Risk standardized and automated. In the standardization and automation 2 011 | Annua l R ep o rt process, Walmart Chile has placed paramount importance on Definition of Credit Risk guidelines established by the Risk Committee, separation of functions, Credit risk is the group’s risk of financial loss if a customer or credit policies that are constantly tested for loss rates, adapting to counterpart in a financial instrument does not fulfill contractual economic cycles, and using world-class platforms and scoring models obligations. This default or non-recoverability originates primarily from in each phase of the credit process, all of which take into account the loans and advances to customers through credit card operations. various segments in which the business operates. Business Characteristics Credit Risk Management The activities and businesses the institution engages in are limited to The Risk Committee is the company’s highest authority in matters of those approved by the Board of Directors and the Walmart Chile Risk credit risk management. The Committee has delegated execution of Committee. According to the guidelines of Walmart Chile Servicios the credit risk management policy to the Risk and Collections Division, Financieros S.A., a Walmart Chile subsidiary, the main objective of the which answers directly to General Management. Risk policies are financial business is to create and develop a retail consumer bank, ratified by the company’s Board of Directors. targeting all socioeconomic segments. In its initial borrowing stage, the bank is tied to Walmart Chile’s commercial business, contributing The Risk and Collections Division is absolutely independent of to the value created by the group in Chile. Another institutional goal Walmart Chile’s commercial areas: financing and retail. Execution of is development of other businesses that add value to the market, in the credit model is decentralized. The operations and general audit hopes that they will be valued by customers and support a growth areas are responsible for balancing interests in the credit approval strategy that is stable and produces the returns shareholders expect. processes conducted in Presto branches. However, general credit policy decisions are made centrally by the Risk and Collections Walmart Chile Servicios Financieros S.A. offers value to customers Division and executed via the general credit platform. of the company’s various supermarket formats, providing a payment method that encourages customer loyalty and provides additional Stages in the credit risk management process financing options for purchases. Origination and collections processes Obtaining, certifying and validating customer information according The Presto card’s value is expanded through the option of using the to evaluation guidelines, and consequently approving sale of the card as a payment and/or financing method at associated businesses, products, is of the utmost importance during the origination and including service stations, pharmacies and retail establishments. collections processes. No large-scale risk approval system can be successful if customer information is not properly entered into the Likewise, Walmart Chile complements its range of products with a evaluation and control systems; or if the customer information entered series of financial products and services. The most noteworthy of is not accurate and complete. these are general and life insurance, travel and payment of services, among others, which support the “one-stop shopping” concept. Presto’s evaluation model is based on strict compliance with the credit policy, a scoring system and minimum approval score, which The Presto card’s strategic objective is to facilitate consumer financing takes into account the business’ maximum acceptable loss rate. The for Chilean families in the A,B,C1,C2,C3 and D socioeconomic cut-off score is established by the Risk Committee. segments. The card seeks to provide services across segments, supporting the retail business strategy, by serving the underserved. The process is performed by an automated evaluation system that is programmed with the authorized credit policy. The system accepts Operating a widely available credit card requires that, from the or rejects applicants and establishes a credit limit, along with beginning of credit operations, loan and collections processes be corresponding lines of credit. 96 The face-to-face evaluation process begins when an applicant Credit Risk Analysis provides his/her information. The sales representative then analyzes Given the nature of the company’s loans, risk assessment to the information, verifying that the information is accurate and/or not determine the loss incurred by the portfolio is conducted via group fraudulent, and the information is entered into the credit evaluation evaluation models. system. The first criterion for portfolio segmentation is adequate identification All of the information provided by the applicant and entered into the of the renegotiated portfolio. Additional segmentation criteria are also system is subject to audit and verification of compliance with all of used to identify and directly monitor specific groups within normal the policies, procedures, manuals, work instructions, informational and renegotiated portfolios, according to profiles, risk levels and bulletins and memos related to opening accounts. The branch is characteristics of operations. responsible for ensuring correct entry of information and compliance with company standards. The variables that are used to develop models and calculate provisions include: (a) attributes and characteristics of various groups of Determining an applicant’s credit limit is as crucial as the rest of the customers; (b) internal behavior variables, especially, arrears in credit variables to be considered in the credit evaluation process. Since it operations and debtor payment behavior; (c) behavior variables that is so important, the company has established a policy for calculating are external to customers; (d) renegotiation or payment arrangements credit limits that takes into consideration acceptable maximums, with debtors. according to the commitment levels that can be established for each customer. The process begins by establishing the amount of Credit risk is managed by groups of customers. The objective is to income to be considered as a basis. Then the monthly ability to pay continuously evaluate the entire loan portfolio, so as to make the is estimated and the amount of credit to be extended is determined. necessary provisions in a timely manner and ensure that provisions are sufficient for covering losses in the event that loans are not Credit limits are established on the basis of two analyses: maximum recovered. financial burden and maximum times monthly income. The former represents the monthly financial burden, while the latter considers Given the nature of the portfolio, a group evaluation model is applied. the applicant’s total borrowing or leverage. Each analysis is conducted This is because: as a function of the customer’s income and risk level at the time of evaluation. * Credit is granted to individuals. Together, the concepts of maximum financial burden and maximum * The volume of credit operations conducted is high. times monthly income produce an amount-term ratio that is instrumental in the credit approval process. The company manages * The credit limits authorized for each customer are low. account origination via its New Business Strategy Management platform by Experian (U.K.). Account maintenance, credit-limit The entire portfolio can be modeled around homogenous customer increases, blocks, product upgrades, etc. are managed using the characteristics, which allows the company to identify segments with Blaze platform by Fair Isaac (U.S.). Both of those companies are varying probabilities of loss. global leaders in the credit risk management solutions industry. Risk measurement includes indicators such as: 30 days overdue, Finally, in order to carry out collections, the company has recently 60 days overdue, 90 days overdue, annual write-off rate, payments created its collections subsidiary, Servicios y Cobranzas, Ltda. and percentage of portfolio that is renegotiated. Methodologies used (Seyco), which manages all stages of the collections cycle, including include: backtesting, vintage, provision coverage and monitoring the early arrears, late arrears and recovery of write-offs. Seyco outsources minimum cut-off scores for approval of customers. some collection functions at certain stages of the cycle. This is done in as part of ongoing maintenance and efforts to meet benchmarks and aims to maximize all the processes’ recovery and efficiency indicators. Fina ncia l Sta tem ents 97 Wal mar t Chil e 2 011 | Annua l R ep o rt For assessment and recognition of impairment, the portfolio Presto has determined that an account owner’s initial line of credit, is segmented by type of debtor and loan, until the designated against which purchases are charged, shall be determined based on appropriate levels are reached. Currently, the portfolio only contains the customer’s profile and income. consumer loan operations. Presto credit card users may make purchases using their authorized Analysis of this special segment aims to measure current conditions line of credit at any of Presto’s associated businesses, which include and the commercial behavior history of customers who renegotiate. entities unrelated to Walmart Chile Servicios Financieros. In addition, expected risks for each customer profile are incorporated into the risk matrix. The range of terms for credit card purchases is 1 to 36 months; the average is between two and three months. The methodology applied includes risk profiles, so that individual provisions reflect the reference group’s risk. Thus, provisions are Cash Advances calculated monthly and each group profile is used to determine the Presto has determined that cash advances are cash withdrawals change in customers therein. against the line of credit, available for a percentage of the line of credit authorized for the account owner. The percentage available for cash Losses are measured in the following portfolio accounts: provisions, advances is determined according to the customer profile. write-offs and recoveries. The loss ratio is determined as the quotient of the aforementioned accounts and the amount loaned or sold, in Cash advances can be withdrawn from Presto-affiliated ATMs and at each instance. Lider supermarkets. The model considers the following information: The range of terms for cash advances is 1 to 24 months; the average is seven months. * Normal portfolio: cash-price installments, credit installments, revolving debt and cash advances. Minimum Payment Presto has determined that the minimum payment be established * Renegotiated portfolio: it’s important to have the number of renegotiations and historical record of the original product. 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 The current credit policies for Walmart Chile Servicios Financieros Presto determines the minimum payment in each billing period S.A., henceforth “Presto,” as well as average terms and ranges as a function of the operations and transactions realized by the of terms for the renegotiations, refinancing, provisions and write- cardholder(s). The amount may include all or a percentage of the offs, are as follows: transactions plus the sum of amounts owed from prior transactions. • Products Associated Businesses Regarding the fees charged to associated businesses for accepting Purchases the Presto card (commission or merchant discount), Presto has fixed Presto has determined that purchases may be made by Presto this fee as a percentage of each transaction performed with a Presto credit card users -- account holders or additional card holders -- and card at the associated business. 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 The range of terms and average terms for credit purchases from for any reason, for example, for arrears. associated businesses are noted in the preceding Purchases section. 98 “Súper avance” Presto has separate provision policies for portfolio segments that have Customers with better risk profiles may be granted access to and have not been renegotiated. installment loans. The corresponding cash amounts can be withdrawn at Presto-affiliated ATMs and Lider supermarkets. • Write-offs Debt balances of debtors that are more than 180 days in arrears Access to Súper Avance is subject to a credit-evaluation of the Presto are written off. The collections channels established by Presto are card account holder, and is established according to the customer’s responsible for collecting on the written-off portfolio. Debtors may profile. The Súper Avance is available for a pre-determined term. negotiate payment agreements or pay the entire written-off debt. All written-off accounts are recorded in memorandum accounts. Income The range of terms for Súper Avances is 12 to 48 months; the average is recognized only when payments are received. is 28 months. Information on Types of Portfolios and Subcategories • Renegotiation The Presto portfolio is classified into renegotiated and not renegotiated Customers who are between 30 and 180 days in arrears may categories. renegotiate their total debt. The renegotiated portfolio includes accounts with at least one The renegotiation policy requires an initial deposit, the amount of which renegotiation agreement, according to the aforementioned renegotiation depends on the amount owed and the number of days in arrears. policy. To date, the maximum number of renegotiations per customer is three, Guarantees with no more than two renegotiations within any 12-month period. The loan portfolio is classified as consumer loans, comprised principally of cash advances and revolving credit, which by nature While the renegotiated debt is being repaid, the account is disabled. does not require guarantees to hedge credit risk in the event of loan impairment. The range of terms is between 4 and 48 months; the average is 22 months. 5.2. Equity Risk Management • Refinancing Walmart Chile S.A.’s equity management objectives are: Customers who are not more than 29 days in arrears may refinance their debt over a term of 3 to 48 months; the average is 17 months. * To safeguard the company’s ability to continue operating. Ninety-six percent of these operations include an initial deposit. * To earn returns for shareholders. The minimum term between refinancing is established based on the customer’s risk profile. Consecutive refinancing is not permitted. To * To maintain an optimal equity structure, reducing its cost. date, there is not an established maximum number of refinancing operations. The company’s policy requires that a solid equity base be maintained in order to maintain the confidence of investors, creditors and the • Provisions market and support the company’s future development. The Board Given the nature of Presto’s loans, risk assessment to determine the of Directors monitors return on equity, which is defined by the group provision for bad debt is conducted via group evaluation models. as net income divided by total shareholder equity, excluding non- Consequently, Presto’s portfolio is separated into two segments: redeemable preferred stock and minority interests. The Board also normal portfolio and renegotiated portfolio. monitors dividends paid to ordinary shareholders. The provision associated with each account is based on the time in arrears, the portfolio segment and other variables. Fina ncia l Sta tem ents 99 Wal mar t Chil e 2 011 | Annua l R ep o rt To maintain or adjust the equity structure, the company can adjust the The calculation is based on a focus on incurred losses that seeks to amount of dividends payable to shareholders, reimburse shareholders capture objective evidence of operational impairment, allowing us to equity, issue new shares, sell assets to reduce debt or postpone new prevent future flows from not being received in accordance with the investments. agreement and considering expectations of payment, in amount as well as timing, and the valuation of said losses based on the difference To date, the company must comply with certain covenants, which between the contractual flows and those adjusted for impairment, the are discussed in the note on “Contingency, Lawsuits and Other latter updated with the effective placement interest rate. Restrictions”. 6.2. Useful Life and Residual Value of Property, Plant and The Company monitors equity using debt and equity ratios. These Equipment, Investment Properties and Intangibles indicators are calculated on the basis of the consolidated financial statements, presented according to the stipulated format and The valuation of investments in construction and infrastructure deadlines. projects, installations, machinery and equipment and other assets includes carrying out estimations to determine the residual value and useful life in order to calculate the depreciation of each asset. These 12-31-2011 Debt ratio (times) Equity (in millions of Ch$) Equity (in thousands of UF) 12-31-2010 0.73 0.75 640,326 581,744 28,722 27,114 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 6. ESTIMATIONS AND JUDGMENTS OR CRITICAL CRITERIA OF MANAGEMENT different. There are intangible assets with an undefined useful life that The preparation of financial statements in accordance with IFRS 6.3. Recoverability of Deferred Taxes do not present indices of impairment. requires the use of judgment on the part of management, of estimations and assumptions that affect the application of accounting policies and Walmart Group Chile accounts for deferred tax assets in consideration the reported amounts of assets and liabilities, income and expenses. of the possibility of their recovery, based on the existence of deferred These estimations and the assumptions associated with them are based tax liabilities with similar reversion periods and on the possibility of on historic experience and various other factors that are considered generating sufficient taxable earnings in the future. The latter is based reasonable under the circumstances. The true results may differ from on internal management projections based on the latest information said estimations. available. Real income and flows of paid or received taxes may differ from the estimations made by the company as a result of future tax The estimations and the related assumptions are revised on a continual changes not foreseen in the estimates. basis. Revisions of accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period or 6.4. Financial Leases the revision period and future periods. In the process of applying accounting policies, management has had The book values of the following estimations are disclosed in the to make judgments that could have a significant effect on the amounts corresponding notes in the financial statements. entered into the consolidated financial statements, in relation to determining whether operative or financial leases exist depending on 6.1. Estimation of Irrecoverable Debt in the Presto Portfolio the transfer of risks and benefits of the leased assets. The aim of the impairment policy is to permanently evaluate the entire Lease contracts are classified as financial when the contract transfers loan portfolio in order to constitute in a timely manner the necessary to the company substantially all the risks and benefits inherent to and sufficient provisions to cover the portfolio risk, in accordance with ownership of the asset in accordance with the IAS 17 “Leases”. the provisions of IAS 39. 10 0 6.5. Provisions for Litigation and Legal Contingencies or liquidated in a current transaction between parties duly informed of the conditions of mutual independence, as opposed to a forced The Walmart Chile group maintains legal proceedings for diverse liquidation. The measurement bases of assets and liabilities is their reasons and it is not possible to determine precisely the economic fair value in accordance with current prices in the asset market. If effects that they could have on the financial statements. In those these are not available, the company estimates said values based on cases in which the company’s management and legal advisors the best information available, including the use of models and other consider that favorable results will be obtained or that the results valuation techniques. are uncertain and the cases are ongoing, no provisions have been created. In the cases where the company’s management or legal Despite the fact that these estimations have been carried out advisors consider that the outcome may be unfavorable, provisions according to the best information available at the date of issue of the have been created for expenses depending on estimations of the present consolidated financial statements, it is possible that events probable amounts to be paid. may take place in the future that will necessitate their modification (up or down) in upcoming periods. This will be done prospectively, 6.6. Building Customer Loyalty taking into account the effects of the change of estimation on the corresponding future consolidated financial statements. Walmart Chile has a loyalty program called “Mi Lider Club” (“My Lider Club”). Every time a customer acquires a product included 6.9. Supplier Agreements in a promotion, whether in Walmart Chile or an associated business, he or she receives “Lider pesos” that can be exchanged Commercial discounts, reductions and other similar items are for products in the quarter following that in which they were recognised as a reduction in the cost of sale of products sold or the generated. In accordance with IFRIC 13, each time a customer value of stock. These agreements are subject to the provisions of the purchases a product that generates “Lider pesos,” the amount public document “General Terms and Conditions of Supply of Goods,” received is assigned proportionally to the products purchases which establish the terms and conditions that govern relationships and “Lider pesos”, which are accounted for as deferred revenue between Walmart and its suppliers. in liabilities until they are used. The amount of deferred revenue requires estimation of the probability that the “Lider pesos” will be The company recognizes the benefits of these supplier agreements used, while the estimated rate of failure to use them before they only when formal evidence of the agreement exists, the amount of the expire is determined using monthly statistics on the expiry of non- benefit can be reasonably estimated and its reception is likely. exchanged pesos. The fair value of “Lider pesos” is equivalent to the same quantity of pesos expressed in the company’s operating 7. Information by Segment currency, Chilean pesos. “Lider pesos” are used by customers as a payment method for purchases in the company’s stores. An operating segment is a component of an entity that participates in business activities from which it can receive revenue and incur 6.7. Fair Value of Derivative Instruments expenses (including income and expenses related to transactions with other parts of the same entity), whose operational income is The fair value of derivative contracts is determined using valuation revised regularly by the chief executive who takes decisions for the techniques that maximize the use of available market information. entity with respect to the resources assigned to the segment and the Valuation techniques generally used by the company are: market evaluation of its performance, and for which there exists available quotations for similar instruments and/or estimation of the present financial information. value of future cash flows using future market price curves at the close of the period. 6.8. Fair Value of Assets and Liabilities In certain cases IFRS require that assets and liabilities be registered at their fair value. Fair price is the amount at which an asset can be bought or sold or the amount at which a liability can be incurred Fina ncia l Sta tem ents 101 Wal mar t Chil e 2 011 | Annua l R ep o rt The operations of Walmart Chile are limited to Chile and none of its country. Walmart Chile Inmobiliaria S.A. therefore has a presence customers represent more than 10% of the company’s revenue. throughout the country from the Parinacota Region to the Magallanes Region and is one of the main operators of shopping centers in Chile 7.1. Retail Division in the neighborhood format segment. Walmart Chile S.A supervises all the retail activities of the company, 7.4 Corporate including the operations of supermarkets under the Lider, Ekono and Super Bodega Acuenta brands. Currently, we operate two formats Information about areas other than the business areas described under the Lider brand, Hiper Líder and Líder Express supermarkets. above, related mainly to obtaining financing with third parties and The latter has locations from Arica to Punta Arenas, and as of providing support to the rest of the businesses, and that is not December 2011 it had 314 stores, constituting the largest chain in distributed among the segments, is classified as Other in the note on the country in terms of sales, with a total of MCh$ 2,440,232,763 operating segments. recorded in the period analyzed. 7.2. Financial Services Division Walmart Chile Financial Services S.A. provides credit to consumers through the Presto card and offers various products and services that add value to our business. Presto allows clients to make purchases in all Lider stores and in more than 55,000 associated businesses, which makes it the biggest non-banking network in the country. Presto is available at the national level from Arica to Punta Arenas through kiosks and ATMs. The financial division also provides diverse complementary services, such as insurance and assistance, mutual funds, loans and travel, among others. 7.3. Real Estate Division Walmart Chile Inmobiliairia 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. As a result, Walmart Chile has the best locations and real estate centers to better serve its customers countrywide. The real estate division also administers a portfolio of 314 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 1,736 stores (including supermarkets) that are distributed among the 12 shopping centers and stores located within different supermarket formats across the 102 AS OF DECEMBER 31, 2011 INCOME STATEMENT RETAIL REAL ESTATE ThCh$ Revenue from ordinary activities Sales costs GROSS MARGIN Other income, by function Distribution Costs ThCh$ Other expenses, by function Financial income Financial costs Share of income (losses) of subsidiaries and joint ventures accounted for using the participation method CORPORATE ThCh$ ThCh$ TOTAL ThCh$ 2,440,232,763 32,501,651 128,722,424 3,026,379 2,604,483,217 (1,827,435,037) - (657,609) - (1,828,092,646) 612,797,726 32,501,651 128,064,815 3,026,379 776,390,571 14,556,516 (2,287,972) 82,203 21,931,485 34,282,232 (23,233,173) - (15,892) - (23,249,065) (46,811,119) (100,748,522) (10,650,180) (558,981,244) (25,958,339) (5,552,430) (5,072,563) (298,864) (36,882,196) (10,393) (20,098) 14,826 (345,793) (361,458) 1,077,028 44,492 43,225 1,088,130 2,252,875 (7,427,012) (4,589,833) (40,347) (22,228,224) (34,285,416) 1,500,038 - - (1,695,717) (195,679) Administrative expenses Other income (losses) FINANCIAL SERVICES 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) 160,686,452 (26,986,078) 19,064,886 (16,301,961) 136,463,299 (9,029,306) (13,574,235) 5,383,177 (5,338,415) (22,558,779) 151,657,146 (40,560,313) 24,448,063 (21,640,376) 113,904,520 151,643,863 (40,559,483) 24,447,777 (21,640,376) 113,891,781 13,283 (830) 286 - 12,739 151,657,146 (40,560,313) 24,448,063 (21,640,376) 113,904,520 PRE-TAX INCOME (LOSS) Income tax expense INCOME (LOSS) FROM CONTINUOUS OPERATIONS Income (loss) attributable to owners of the controlling interest Income (loss) attributable to minority interests INCOME (LOSS) OPERATING INCOME (22,440,737) 19,062,008 4,838,133 168,495,840 36,924,746 18,842,419 6,512,163 2,442,521 64,721,849 203,961,182 (3,598,318) 25,574,171 7,280,654 233,217,689 INCOME FROM ORDINARY INTERCOMPANY ACTIVITIES 85,723,580 83,783,587 124,624 149,122 169,780,913 TRADE AND OTHER COUNTS RECEIVABLE, CURRENT AND NON-CURRENT 60,726,493 2,293,934 298,606,423 491,042 362,117,892 PROPERTY, PLANT AND EQUIPMENT ACQUISITION FLOWS 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 DEPRECIATION AND AMORTIZATION OPERATING INCOME PLUS DEPRECIATION AND AMORTIZATION AMOUNT OF SUBSIDIARY INVESTMENTS Fina ncia l Sta tem ents 103 Wal mar t Chil e AS OF DECEMBER 31, 2010 2 011 | Annua l R ep o rt INCOME STATEMENT RETAIL ThCh$ Revenue from ordinary activities Sales costs GROSS MARGIN Other income, by function Distribution Costs ThCh$ ThCh$ TOTAL ThCh$ 124,032,861 1,238,027 2,276,702,447 (1,586,350,858) - (1,296,952) (469) (1,587,648,279) 535,353,060 29,727,641 122,735,909 1,237,558 689,054,168 710,918 (2) 62,766 218,874 992,556 (17,241,407) - (12,403) - (17,253,810) (32,387,256) (129,354,334) (15,532,921) (527,162,077) (4,558,761) (1,495,138) (2,982,190) (62,117,230) - - 4,000 102,441 2,434,690 34,246 (4,186,257) 986,003 (4,967,581) (1,744,588) (23,774,371) (27,378,141) - - (1,145,324) (768,293) (53,081,141) Financial income 3,108,399 Share of income (losses) of subsidiaries and joint ventures accounted for using the participation method Exchange rate differences 2,668,865 9 59,549 (3,402,662) (674,239) Income per indexation units 3,583,218 (5,026,935) (432,835) (7,283,871) (9,160,423) 128,393,142 (14,778,195) (10,146,828) (56,847,164) 46,620,955 (1,903,182) (6,225,718) 2,131,301 1,144,768 (4,852,831) 126,489,960 (21,003,913) (8,015,527) (55,702,396) 41,768,124 126,435,467 (21,003,601) (8,015,540) (55,702,396) 41,713,930 54,493 (312) 13 - 54,194 126,489,960 (21,003,913) (8,015,527) (55,702,396) 41,768,124 32,454,870 78,272,926 10,839,655 157,915 121,725,366 PRE-TAX INCOME (LOSS) Income tax expense INCOME (LOSS) FROM CONTINUOUS OPERATIONS Income (loss) attributable to owners of the controlling interest Income (loss) attributable to minority interests INCOME (LOSS) INCOME FROM ORDINARY INTERCOMPANY ACTIVITIES OPERATING INCOME (12,245,304) (8,436,486) (52,686,071) 73,013,093 30,469,852 17,665,371 7,024,233 2,809,741 57,969,197 176,850,806 5,420,067 (1,412,253) (49,876,330) 130,982,290 TRADE AND OTHER ACCOUNTS RECEIVABLE, CURRENT AND NON-CURRENT 51,621,625 6,957,104 243,183,925 25,041,349 326,804,003 PROPERTY, PLANT AND EQUIPMENT ACQUISITION FLOWS 45,317,342 39,480,830 5,833,717 417,042 91,048,931 3,706,271 - - 4,714,994 8,421,265 TOTAL ASSETS 600,783,083 726,501,758 318,742,773 92,478,974 1,738,506,588 TOTAL LIABILITIES 396,182,372 134,431,021 38,137,627 590,322,775 1,159,073,795 DEPRECIATION AND AMORTIZATION OPERATING INCOME PLUS DEPRECIATION AND AMORTIZATION AMOUNT OF SUBSIDIARY INVESTMENTS 10 4 CORPORATE 29,727,641 Other income (losses) Financial costs ThCh$ FINANCIAL SERVICES 2,121,703,918 Administrative expenses Other expenses, by function REAL ESTATE 8. Cash and Cash Equivalents Cash and cash equivalents included in the consolidated financial statements do not differ from those presented in the consolidated The composition of this item as of December 31, 2011, and December cash flow statements. 31, 2010 is as follows: The breakdown of this item by currency as of December 31, 2011 and December 31, 2010 is as follows: BALANCE AS OF CLASSES OF CASH AND CASH EQUIVALENTS 11-31-2011 12-31-2010 Cash in hand ThCh$ BALANCE AS OF Bank balances Mutual fund shares 5,257,728 35,262,020 Short-term deposits Depósitos a corto plazo CASH AND CASH EQUIVALENTS - 7,578,167 REPORT ON CASH AND CASH EQUIVALENTS BY CURRENCY CURRENCY 34,739,406 Amount of cash and cash equivalents 35,650,000 2,025,234 3,155,586 42,544,982 81,123,159 12-31-2011 12-31-2010 ThCh$ ThCh$ CL$ 40,375,167 78,490,770 Amount of cash and cash equivalents PEN 68,401 84,094 Amount of cash and cash equivalents US$ 2,082,547 2,540,868 Amount of cash and cash equivalents EUR 18,868 7,427 42,544,982 81,123,159 TOTAL CASH AND CASH EQUIVALENTS The use of funds is administered according to our investment policy for financial resources, the principal objective of which is to regulate and establish a framework for general action to invest the company’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. 9. FINANCIAL INSTRUMENTS 9.1. Financial instruments by category Accounting policies on financial instruments have been applied to the items detailed below: AS OF DECEMBER 31, 2011 ASSETS MAINTAINED UNTIL MATURITY LOANS AND ACCOUNTS RECEIVABLE HEDGING DERIVATIVES ThCh$ ThCh$ ThCh$ FINANCIAL ASSETS AT FAIR VALUE WITH CHANGES IN RESULTS ThCh$ TOTAL ThCh$ Other financial assets - - - 40,243,620 40,243,620 Trade and other accounts receivable - 362,117,892 - - 362,117,892 Accounts receivable from related companies - - - - - Total - 362,117,892 - 40,243,620 402,361,512 Fina ncia l Sta tem ents 105 Wal mar t Chil e 2 011 | Annua l R ep o rt LIABILITIES OTHER FINANCIAL LIABILITIES HEDGING DERIVATIVES FINANCIAL LIABILITIES AT FAIR VALUE WITH CHANGES IN RESULTS TOTAL ThCh$ ThCh$ ThCh$ ThCh$ Other financial liabilities 455,073,245 - 14,362,192 469,435,437 Trade and other accounts payable 441,500,244 - - 441,500,244 Accounts payable to related companies 290,159,732 - - 290,159,732 1,186,733,221 - 14,362,192 1,201,095,413 Total AS OF DECEMBER 31, 2010 ASSETS MAINTAINED UNTIL MATURITY LOANS AND ACCOUNTS RECEIVABLE HEDGING DERIVATIVES ThCh$ ThCh$ ThCh$ FINANCIAL ASSETS AT FAIR VALUE WITH CHANGES IN RESULTS ThCh$ TOTAL ThCh$ Other financial assets - - - 35,650,000 35,650,000 Trade and other accounts receivable - 326,804,003 - - 326,804,003 Accounts receivable from related companies - 337,596 - - 337,596 Other Financial Assets - - - - - Total - 327,141,599 - 35,650,000 362,791,599 LIABILITIES OTHER FINANCIAL LIABILITIES HEDGING DERIVATIVES ThCh$ FINANCIAL LIABILITIES AT FAIR VALUE WITH CHANGES IN RESULTS TOTAL ThCh$ ThCh$ Other financial liabilities 416,784,653 - 16,110,248 432,894,901 Trade and other accounts payable 351,364,402 - - 351,364,402 Accounts payable to related companies 281,505,399 - - 281,505,399 1,049,654,454 - 16,110,248 1,065,764,702 Total 9.2. Estimate of reasonable value ThCh$ on valuation techniques that use information based on the market price or market price derivatives of similar financial instruments. As of December 31, 2011 and December 31, 2010, the company held financial instruments recorded at their fair value. The categories The fair value of financial instruments traded in active markets, such of financial instruments include: as investments acquired for negotiation, is based on market quotations at the close of the financial year using the current purchase price. The (i) Investments in short-term mutual funds (cash equivalent and other fair value of financial assets not traded in active markets (derivative financial assets), contracts) is determined using valuation techniques that maximize the use of available market information. The valuation techniques (ii) Contracts for interest rate-derived instruments. generally used by the company are: market quotations for similar instruments and/or estimation of the present value of future cash flow The company 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 10 6 using the future market price curves at the close of the financial year. The table below shows the classification of financial instruments at their reasonable value as of December 31, 2011 and December 31, 2010, according to the level of information used in the valuation: MEASUREMENTS OF FAIR VALUE USING VALUES CONSIDERED AS DESCRIPTION FAIR VALUE AS OF 12-31-2011 LEVEL I LEVEL II LEVEL III ThCh$ ThCh$ ThCh$ ThCh$ ASSETS Short-term mutual fund 40,243,620 40,243,620 - - 14,362,192 - 14,362,192 - LIABILITIES Fair value of interest-rate derivatives MEASUREMENTS OF FAIR VALUE USING VALUES CONSIDERED AS DESCRIPTION FAIR VALUE AS OF 12-31-2010 LEVEL I LEVEL II LEVEL III ThCh$ ThCh$ ThCh$ ThCh$ ASSETS Short-term mutual fund 35,650,000 35,650,000 - - 16,110,248 - 16,110,248 - LIABILITIES Fair value of interest-rate derivatives Furthermore, as of December 31, 2011 and December 31, 2010, the company holds financial instruments not recorded at their fair value. In order to comply with the requirement to disclose fair values, the company has valued these instruments as shown in the table below: AS OF DECEMBER 31, 2011 DESCRIPTION Cash in hand Bank balances Trade and other accounts receivable Accounts receivable from related companies AS OF DECEMBER 31, 2010 BOOK VALUE FAIR VALUE BOOK VALUE ThCh$ ThCh$ ThCh$ FAIR VALUE ThCh$ 5,257,728 5,224,405 7,578,167 7,578,167 35,262,021 35,262,021 34,739,406 34,739,406 362,117,892 362,117,892 326,804,003 326,804,003 - - 337,596 337,596 Other financial liabilities 469,435,437 475,254,526 432,894,901 414,066,846 Trade and other accounts payable 441,500,244 441,500,244 351,364,402 351,364,402 Accounts payable to related companies 290,159,732 290,159,732 281,505,399 281,505,399 The book value of the current accounts payable and receivable The fair value of financial liabilities is estimated by discounting future approximate their fair values, due to their short-term nature. For cash contractual cash flows at the current market interest rate available in hand, bank balances, and term deposits the values are the same. for similar financial instruments. Other financial assets are valued according to the market quotation at the close of the period. Fina ncia l Sta tem ents 107 Wal mar t Chil e 2 011 | Annua l R ep o rt 10. COMMERCIAL DEBTORS AND OTHER ACCOUNTS RECEIVABLE The breakdown of this item as of December 31, 2011 and December 31, 2010 is as follows: CURRENT BALANCE AS OF TRADE AND OTHER ACCOUNTS RECEIVABLE, NET 12-31-2011 ThCh$ Financial Debtors (Portfolio of Presto customers) 213,522,614 12-31-2010 ThCh$ 200,451,559 NON CURRENT BALANCE AS OF 12-31-2011 12-31-2010 ThCh$ ThCh$ 79,016,674 60,255,353 Financial Debtors (Other Presto commercial debtors) 5,127,721 7,565,102 28,318 36,407 Real Estate Debtors 1,673,058 2,750,423 421,277 339,586 Retail Debtors 42,221,252 31,640,916 133,834 91,426 Other Debtors 19,973,144 23,670,532 - 2,699 282,517,789 266,078,532 79,600,103 60,725,471 TRADE AND OTHER ACCOUNTS RECEIVABLE, NET The breakdown of gross trade and other accounts receivable as of December 31, 2011 and December 31, 2010 is as follows: CURRENT BALANCE AS OF TRADE AND OTHER ACCOUNTS RECEIVABLE, GROSS 12-31-2011 ThCh$ Financial Debtors (Portfolio of Presto customers) Financial Debtors (Other Presto commercial debtors) Real Estate Debtors 12-31-2010 ThCh$ NON CURRENT BALANCE AS OF 12-31-2011 12-31-2010 ThCh$ ThCh$ 233,118,628 227,547,996 88,220,826 69,433,495 5,324,734 8,890,170 28,318 36,407 339,586 2,615,108 3,627,743 421,277 Retail Debtors 46,747,637 34,445,752 133,834 91,426 Other Debtors 21,084,331 24,781,719 - 22,167,892 308,890,438 299,293,380 88,804,255 92,068,806 TRADE AND OTHER ACCOUNTS RECEIVABLE, GROSS The maturity dates for gross unmatured trade and other accounts receivable as of December 31, 2011 and December 31, 2010 are as follows: BALANCE AS OF TRADE AND OTHER ACCOUNTS RECEIVABLE, UNMATURED Maturity date within three months 31-12-2010 ThCh$ ThCh$ 169,889,632 156,601,836 Maturity date between three and six months 25,201,124 30,449,474 Maturity date between six and 12 months 26,059,910 29,957,266 Maturity date longer than 12 months 79,600,104 60,725,471 300,750,770 277,734,047 Total 10 8 31-12-2011 The maturity dates for gross trade receivables, matured and not impaired, as of December 31, 2011 and December 31, 2010 are as follows: BALANCE AS OF 12-31-2011 12-31-2010 ThCh$ ThCh$ 51,070,871 39,269,671 9,804,890 8,398,126 Maturity date between six and 12 months 340,380 1,166,862 Maturity date longer than 12 months 150,984 235,297 61,367,125 49,069,956 TRADE AND OTHER ACCOUNTS RECEIVABLE, MATURED AND UNPAID BUT NOT IMPAIRED Maturity date within three months Maturity date between three and six months Total Gross trade receivables, matured and impaired as of December 31, 2011 and December 31, 2010 are as follows: BALANCE AS OF TRADE AND OTHER ACCOUNTS RECEIVABLE, IMPAIRED Financial Debtors (Portfolio of Presto customers) 12-31-2011 12-31-2010 ThCh$ ThCh$ 28,800,166 36,274,579 197,013 979,254 Financial Debtors (Other Presto commercial debtors) Real Estate Debtors 942,050 877,320 Retail Debtors 4,526,385 3,150,650 Other Debtors 1,111,187 23,276,380 35,576,801 64,558,183 TRADE AND OTHER ACCOUNTS RECEIVABLE, IMPAIRED The detail of impairment of trade receivables as of December 31, 2011 and December 31, 2010 is as follows: BALANCE AS OF PROVISION FOR TRADE OTHER ACCOUNTS RECEIVABLE MATURED AND UNPAID WITH IMPAIRMENT Initial Balance Write-off of impaired financial assets for the period Provisions FINAL BALANCE 12-31-2011 12-31-2010 ThCh$ ThCh$ 64,558,183 89,321,596 (85,942,124) (122,411,542) 56,960,742 97,648,129 35,576,801 64,558,183 Fina ncia l Sta tem ents 109 Wal mar t Chil e 2 011 | Annua l R ep o rt Portfolio stratification Below we present the balances as of December 31, 2011 and December, 2010 stratified by segment of period in arrears, not renegotiated or renegotiated portfolio and number of customers. SEGMENT OF PERIOD IN ARREARS NUMBER OF CUSTOMERS IN NON-RENEGOTIATED PORTFOLIO NON-RENEGOTIATED PORTFOLIO, GROSS NUMBER OF CUSTOMERS IN RENEGOTIATED PORTFOLIO RENEGOTIATED PORTFOLIO, GROSS TOTAL PORTFOLIO, GROSS ThCh$ ThCh$ ThCh$ 12-31-2011 12-31-2010 12-31-2011 12-31-2010 662,748 795,424 237,445,849 200,244,836 20,091 26,061 14,302,457 18,501,355 251,748,306 218,746,191 1 to 30 days 48,461 51,949 19,982,971 16,686,125 6,187 8,949 4,589,388 6,819,378 24,572,359 23,505,503 31 to 60 days 21,183 24,266 9,408,254 8,464,794 4,468 7,692 3,599,234 5,819,962 13,007,488 14,284,756 61 to 90 days 14,912 14,841 6,477,397 5,070,087 3,471 6,946 2,947,576 5,558,570 9,424,973 10,628,657 91 to 120 days 11,666 10,869 6,692,106 3,762,061 2,930 4,851 2,458,595 4,240,790 9,150,701 8,002,851 121 to 150 days 7,570 8,434 3,672,778 3,063,458 2,682 7,117 2,232,260 6,375,343 5,905,038 9,438,801 151 to 180 days 9,312 7,921 3,887,782 2,926,683 2,953 7,753 2,492,893 8,394,962 6,380,675 11,321,645 181 days or more 2,822 1,012 731,690 371,337 425 673 418,224 681,750 1,149,914 1,053,087 778,674 914,716 288,298,827 240,589,381 43,207 70,042 33,040,627 56,392,110 321,339,454 296,981,491 Up to date TOTALS 12-31-2011 12-31-2010 12-31-2011 12-31-2010 12-31-2011 12-31-2010 Provisions and write-offs associated with portfolio The criteria used for the provisions and write-offs associated with the renegotiated and non-renegotiated portfolio have not changed from the previous year and are shown in the table below: BALANCE AS OF 12-31-2011 BALANCE AS OF 12-31-2010 ThCh$ ThCh$ Total provision, non-renegotiated portfolio 16,998,641 11,678,257 Total provision, renegotiated portfolio 11,801,525 24,596,322 Total write-offs for period 63,711,869 120,321,582 Total recoveries for period (*) 11,805,009 8,178,548 Additional portfolio information AS OF 12-31-2011 Total no. of cards issued to cardholders Total no. of cards with balance Average no. of renegotiations (**) Total amount of refinanced debtors % debtors refinanced in non-renegotiated portfolio (*) THIS AMOUNT INCLUDES CAPITAL PLUS INTEREST AT THE TIME OF WRITE-OFF. (**) AVERAGE NO. OF MONTHLY RENEGOTIATIONS, FINANCIAL YEAR 2011 11 0 1,239,491 909,730 7,033 14,029,942 4.87% Factors affecting provision for rescheduled and non-renegotiated portfolio Below we present the factors affecting provisions for the renegotiated and non-renegotiated portfolios corresponding to December 31, 2011 and December 31, 2010. NON-RENEGOTIATED PORTFOLIO, AVERAGE % LOSS RENEGOTIATED PORTFOLIO, AVERAGE % LOSS SEGMENT OF PERIOD IN ARREARS 12-31-2011 Up to date 12-31-2010 12-31-2011 12-31-2010 0.07% 0.0% 20.45% 21.4% 1 to 30 days 10.04% 8.6% 25.10% 22.9% 31 to 60 days 21.89% 21.4% 26.36% 25.4% 61 to 90 days 35.77% 36.6% 48.29% 48.8% 91 to 120 days 61.21% 52.4% 51.92% 46.1% 121 to 150 days 67.23% 65.6% 76.52% 73.4% 151 to 180 days 78.24% 76.2% 78.19% 90.1% 181 days or more 114.03% 100.0% 100.00% 100.0% 5.90% 4.9% 35.72% 43.6% TOTALS Risk indices separated into non-renegotiated, renegotiated The reduction in the write-off index observed in 2011 corresponds and total portfolio and write-off index to the fact that credit write-offs were applied during 2010, which were provided for in September 2009 as the result of a change in Below we present the risk indices (% provision/portfolio), separated accounting criteria made at that time. into non-renegotiated, renegotiated and total portfolio and write-off Credit quality of financial assets index (% write-off/portfolio). The greatest exposure to credit risk at the date of presentation of the Índices 12-31-2011 Risk index, non-renegotiated portfolio Risk index, renegotiated portfolio 5.90% 4.9% 35.72% 43.6% 8.96% 12.2% 19.83% 40.5% Risk index total portfolio Write-off Index 12-31-2010 information is the fair value of each category of accounts receivable mentioned above. 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 an explicit interest for payment in arrears and consider an impairment provision where objective The risk index (% provision/portfolio balance) is calculated considering evidence exists that the company will not be able to recover the the total of the individual provisions for customers classified in the amount owed. corresponding portfolio (renegotiated or non-renegotiated) divided by the balance owed. The provision factor corresponding to each The greatest exposure to credit risk at the report date is the book value customer is determined through the variables of the model explained of each class of account receivable mentioned. in the Risk Management Policy note. The trade receivables portfolio consists of small amounts granted The risk index for the total portfolio as of December 31 of the current without guarantees to many Walmart Chile customers to finance their year is lower than that of December 2010, due to an improvement credit purchases in the Company’s supermarkets. The credit quality of in portfolio quality and a reduction in the volume of the renegotiated this portfolio and the payment behavior of these debtors is adequate, portfolio. and provisions have already been made for the estimated loss due to those debtors whose payment behavior deteriorated. 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. Fina ncia l Sta tem ents 111 Wal mar t Chil e AS OF DECEMBER 31, 2011 2 011 | Annua l R ep o rt GROSS EXPOSURE BY BALANCE ThCh$ Trade receivables Other accounts receivable Totals 376,610,362 GROSS IMPAIRED EXPOSURE AS OF DECEMBER 31, 2010 NET EXPOSURE CREDIT RISK CONCENTRATIONS ThCh$ ThCh$ 34,465,614 342,144,748 GROSS EXPOSURE BY BALANCE GROSS IMPAIRED EXPOSURE ThCh$ 344,412,575 ThCh$ 41,281,803 NET EXPOSURE CREDIT RISK CONCENTRATIONS ThCh$ 303,130,772 21,084,331 1,111,187 19,973,144 46,949,611 23,276,380 23,673,231 397,694,693 35,576,801 362,117,892 391,362,186 64,558,183 326,804,003 Guarantees These transactions have been eliminated in the consolidation process and are not detailed down in this note. The credit portfolio derived from Presto is classified as consumer credit, and consists principally of revolving loans and advances which Conditions of balances and transactions with related companies: by their nature do not demand guarantees to hedge credit risk in the event of impairment. In 2010, balances receivable from Inversiones Aquapuro S.A. and Aquanatura S.A. are expressed in unidades de fomento (UF) and Net trade and other receivables accrue annual interest of 3.9%. Trade receivables correspond to accounts receivable from customers In 2010, the balance receivable from Inversiones Solpacific S.A. is for placements and provision of real estate leasing services. expressed in pesos and does not earn interest. The other accounts receivable as of December 31, 2011, totaling In 2011, the balances are consolidated as part of the present ThCh$ 19,973,144, include balances receivable from company financial statements due to the acquisition of a 50% shareholding in employees, taxes to be recovered and other minor amounts. Inversiones Solpacific S.A. (parent company of Aquapuro S.A. and Aquanatura S.A.), so that the group now holds 100% of the shares. The balance as of December 31, 2010 totaling ThCh$ 23,673,231 See note on Business mergers. includes ThCh$ 5,087,051 for insurance claims for damage suffered in the earthquake. The effects of the damage are detailed in the note The balance payable to Walmart Store Inc. corresponds to a current on Property, plant and equipment. account for merchandise. As of December 31, 2011, the item Trade and other accounts receivable The long-term balance payable to Sociedad Inversiones Australes includes net balances for ThCh$ 6,052,558 (ThCh$ 7,823,828 as of Dos Ltda., a subsidiary of Wal-Mart Stores Inc., corresponds to a December 31, 2010) corresponding to other operational accounts loan made in December 2009, expressed in UF at an interest rate of receivable. During 2011 company management completed an 4.56% per year, maturing on December 11, 2019. Interest is paid on exhaustive individual analysis of the items in these balances, without this obligation every six months. This debt is not guaranteed. making any adjustment or regularization which might significantly affect the financial statements of Walmart Chile S.A. The long-term balance payable to Sociedad Inversiones Australes Cinco Ltda., a subsidiary of Wal-Mart Stores Inc., corresponds to a 11. BALANCES AND TRANSACTIONS WITH RELATED COMPANIES loan made in December 2009, expressed in UF at an interest rate of 4.56% per year, maturing on December 11, 2019. Interest is paid on this obligation every six months. This debt is not guaranteed. 11.1. Balances and transactions with related companies Transactions between the company and its subsidiaries correspond to operations that are habitual in terms of purpose and conditions. 11 2 11.1.1. Accounts receivable from related parties The breakdown of this item as of December 31, 2011 and December 31, 2010 is as follows: ACCOUNTS RECEIVABLE FROM RELATED COMPANIES CURRENT BALANCES NATURE OF RELATIONSHIP 12-31-2011 12-31-2010 ID NO. COMPANY COUNTRY OF ORIGIN ThCh$ ThCh$ 96670110-2 Inversiones Solpacific S.A. Chile Related UF - 254,687 96618540-6 Alvi Supermercados Mayorsitas S.A. Chile Related CLP - 82,909 - 337,596 CURRENCY Total 11.1.2. Accounts payable to related companies The breakdown of this item as of December 31, 2011 and December 31, 2010 is as follows: ACCOUNTS PAYABLE TO RELATED COMPANIES BALANCES AS OF CURRENT NON-CURRENT ID NO. COMPANY NATURE OF RELATIONSHIP CURRENCY 0-E Wal Mart Store Inc. Common control US$ 74,543 431,503 - - 96671860-9 Aquapuro S.A. Related Ch$ - 280,799 - - 99520700-1 Aquanatura S.A. Related Ch$ - 35,089 - - 96755580-0 Alimentos y Servicios S.A. Related Ch$ - 1,544,270 - - 0-E Inversiones Australes Cinco Ltda. Common control UF 171,736 173,976 72,349,561 69,628,489 0-E Inversiones Australes Dos Ltda. Common control UF 515,208 521,928 217,048,684 208,885,468 0-E Wal-Mart Argentina Common control US$ - 3,877 - - 761,487 2,991,442 289,398,245 278,513,957 Total 12-31-2011 12-31-2010 12-31-2011 ThCh$ ThCh$ ThCh$ 12-31-2010 ThCh$ Fina ncia l Sta tem ents 113 Wal mar t Chil e 2 011 | Annua l R ep o rt 11.1.3. Transactions with related companies and their market conditions in terms of price and payment. There are no effects on the results estimates of unrecoverable debt to reduce amounts receivable, nor The amounts shown as transactions in the table below as of are they covered by any guarantees. These have been approved by December 31, 2011 and December 31, 2010 correspond to the company’s Board of Directors and those totaling more than ThCh$ commercial operations with related companies, carried out under 5,000 are disclosed. 12-31-2011 ID NO. COMPANY COUNTRY OF ORIGIN NATURE OF RELATIONSHIP DESCRIPTION OF TRANSACTION AMOUNT 12-31-2010 EFFECT ON INCOME (CHARGE)/ CREDIT ThCh$ 96671860-9 AQUAPURO S.A. Chile RELATED MERCHANDISE PURCHASE 96671860-9 AQUAPURO S.A. Chile RELATED NON-ADJUSTABLE LOAN 96671860-9 AQUAPURO S.A. Chile RELATED 96671860-9 AQUAPURO S.A. Chile RELATED Chile RELATED Chile RELATED Chile RELATED 96755580-0 96755580-0 96755580-0 96755580-0 96695770-0 96861750-8 LTDA. ALIMENTOS Y SERVICIOS LTDA. ALIMENTOS Y SERVICIOS LTDA. ALIMENTOS Y SERVICIOS LTDA. KIMBERLY CLARK CHILE S.A. AGRICOLA Y FORESTAL ARCOIRIS S.A. Chile Chile Chile RELATED RELATIONSHIP WITH DIRECTOR CONTROLLED BY SHAREHOLDER CONTROLLED BY - 11,421,191 - - - 328,056 - 52,826 - 52,676 - 226,526 - 333,475 - MERCHANDISE PURCHASE 15,477,468 - 25,263,842 - CAFETERIA FOOD SERVICE 7,919,882 (6,655,363) 9,261,353 (7,782,650) 88,070 - 88,935 - 801,810 - 1,633,205 - MERCHANDISE PURCHASE 21,782,985 - 19,958,976 - MERCHANDISE PURCHASE 831,667 - 735,973 - MERCHANDISE PURCHASE 4,987,520 - 4,412,341 - 1,138,942 - 2,204,055 - - - 39,682 - 43,799 - 43,457 - 37,286 - 35,104 - - - 6,999 6,999 - - 2,704 2,704 LEASES 305,759 305,759 227,125 227,125 LEASES 400,623 400,623 287,747 287,747 LEASES 434,891 434,891 345,723 345,723 3,926,725 (3,299,769) 3,119,509 (2,621,437) 58,311 (58,311) 94,014 (94,014) MERCHANDISE ACCOUNT DEBTOR MERCHANDISE ACCOUNT CREDITOR MERCHANDISE ACCOUNT DEBTOR MERCHANDISE ACCOUNT CREDITOR AGRICOLA ALMA LTDA. Chile 99520700-1 AQUANATURA S.A Chile RELATED MERCHANDISE PURCHASE 99520700-1 AQUANATURA S.A Chile RELATED NON-ADJUSTED LOAN 99520700-1 AQUANATURA S.A Chile RELATED 99520700-1 AQUANATURA S.A Chile RELATED Chile RELATED Chile RELATED 96670110-2 81361700-5 80492200-8 82535200-7 91443.0003 78413930-1 INVERSIONES SOLPACIFIC S.A. INVERSIONES SOLPACIFIC S.A. INMOBILIARIA LOS GUINDOS S.A. PLAZA VITACURA S.A. INMOBILIARIA RANCAGUA S.A. MARSOL HONORATO RUSSI & CIA LTDA Chile Chile Chile Chile Chile SHAREHOLDER CONTROLLED BY SHAREHOLDER CONTROLLED BY SHAREHOLDER CONTROLLED BY SHAREHOLDER CONTROLLED BY SHAREHOLDER COMMON DIRECTORS ThCh$ 6,210,182 76567810-2 96670110-2 11 4 ALIMENTOS Y SERVICIOS AMOUNT EFFECT ON INCOME (CHARGE)/ CREDIT MERCHANDISE ACCOUNT DEBTOR MERCHANDISE ACCOUNT CREDITOR INTEREST ON ACCOUNT BALANCE ADJUSTMENT TO CURRENT ACCOUNT MAINTENANCE SERVICES CONSULTANCY 12-31-2011 ID NO. COUNTRY OF ORIGIN NATURE OF RELATIONSHIP United CONTROLLING States SHAREHOLDER United CONTROLLING States SHAREHOLDER United CONTROLLING EXPATRIATE COSTS States SHAREHOLDER CREDITOR United CONTROLLING MERCHANDISE ACCOUNT States SHAREHOLDER CREDITOR INVERSIONES AUSTRALES United CONTROLLING CINCO LTDA. States SHAREHOLDER INVERSIONES AUSTRALES United CONTROLLING DOS LTDA. States SHAREHOLDER COMPANY DESCRIPTION OF TRANSACTION AMOUNT 12-31-2010 EFFECT ON INCOME (CHARGE)/ CREDIT AMOUNT ThCh$ 0-E 0-E 0-E 0-E 0-E 0-E 99061000-2 76867890-1 79753810-8 WALMART STORE INC WALMART STORE INC WALMART STORE INC WALMART STORE INC LIBERTY COMPAÑIA DE SEGUROS VERTICAL INVERSIONES S.A CLARO Y COMPAÑÍA Chile Chile Chile COMMON DIRECTORS COMMON DIRECTORS COMMON DIRECTORS EFFECT ON INCOME (CHARGE)/ CREDIT ThCh$ 83,947 (83,947) 1,691,437 (1,691,437) 583,509 (583,509) 536,718 (536,718) 432,935 (432,935) 323,846 (323,846) 1,063,942 - 431,503 - 2,718,832 (2,718,832) 1,617,590 (1,617,590) 8,156,497 (8,156,497) 4,852,770 (4,852,770) 340,786 (286,374) 597,092 (501,758) CONSULTANCY - - 41,454 (41,454) CONSULTANCY 227,665 (227,665) - - INTEGRATION COSTS EXPATRIATE EXPENSES INTEREST AND ADJUSTMENTS FOR ACCOUNT BALANCES INTEREST AND ADJUSTMENTS FOR ACCOUNT BALANCES INSURANCE 11.2. Key personnel 11.2.1. Directors’ compensation Detail of amounts paid for the periods ending December 31, 2011 and December 31, 2010: 12-31-2011 12-31-2010 NAME POSITION BOARD STIPEND BOARD COMMITTEE STIPEND SHARE IN PROFITS ThCh$ ThCh$ ThCh$ Felipe Ibáñez Chairman 141,494 - - Eduardo Solórzano Vice Chairman - - - Nicolás Ibáñez Director 75,339 - - José Luis Rodríguez (***) Director - - José María Eyzaguirre Director 69,310 - Alberto Eguiguren Director 149,387 Jorge Gutiérrez Director Christian Philippe Schrader BOARD STIPEND BOARD COMMITTEE STIPEND SHARE IN PROFITS ThCh$ ThCh$ ThCh$ 160,335 - - - - - 65,547 - - - - - - - 54,058 - - - - 160,304 - - 66,324 - - 105,053 - - Director - - - - - - Clarie Babineaux-Fontenot Director - - - - - - Wyman Atwell (*) Director - - - - - - José María Urquiza (**) Director - - - - - - 501,854 - - 545,297 - - Totals (*) DIRECTOR OF THE COMPANY UNTIL JANUARY 2011. (**) APPOINTED DIRECTOR OF THE COMPANY AUGUST 1, 2011. (***) DIRECTOR OF THE COMPANY UNTIL AUGUST 31, 2011. Fina ncia l Sta tem ents 115 Wal mar t Chil e Directors who are part of Walmart’s management do not receive stipends 12. INVENTORIES 2 011 | Annua l R ep o rt for serving on the boards of related companies. The breakdown of this item as of December 31, 2011 and December The table below contains the compensation paid by subsidiaries during 31, 2010 is as follows: the financial years ending December 31, 2011 and December 31, 2010 in stipends to the directors of Walmart Chile who are also directors of BALANCE AS OF company subsidiaries: 12-31-2011 TYPES OF INVENTORY ThCh$ Products for sale 193,220,249 163,172,306 Imports in transit 22,314,301 15,692,927 STIPEND AS OF 12-31-2011 STIPEND AS OF 12-31-2010 ThCh$ ThCh$ Materials Alberto Eguiguren 48,581 49,390 Provision for obsolescence Jorge Gutiérrez Pubill 52,518 44,746 Total NOMBRE 11.2.2. Remuneration of the management team 12-31-2010 ThCh$ 2,904,807 1,734,249 (1,338,863) (1,416,333) 217,100,494 179,183,149 01-01-2011 12-31-2011 01-01-2010 12-31-2010 ThCh$ ThCh$ Additional information on inventories: As of December 31, 2011, the total aggregate amount of remuneration and other payments made to members of the management and DISCLOSABLE INFORMATION ON INVENTORIES executive team was ThCh$ 16,381,453 (ThCh$ 16,542,232 as of December 31, 2010). The Walmart Chile Group has established an incentive scheme for its executives, based on meeting objectives related to their contribution to company results. These incentives are structured within a minimum Reversal amount for discounts of inventory amounts 13,796,079 11,177,760 Inventory costs recognized as an expense during the period 1,827,435,037 1,586,350,858 and maximum range of gross remuneration and are paid once per year. 13. INVESTMENTS IN RELATED COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD 13.1. Breakdown of item as of December 31, 2011 INVESTMENTS IN SUBSIDIARIES COUNTRY FUNCTIONAL OF ORIGIN CURRENCY SHARE % % ThCh$ ThCh$ CONVERSION DIFFERENCE OTHER INCREASE (DECREASE) BALANCE AS OF 12-31-2011 ThCh$ ThCh$ ThCh$ Alimentos y Servicios S.A. Chile Ch$ 100.00 100.00 3,706,271 177,061 - (3,883,332) - Solpacific S.A. Chile Ch$ 100.00 100.00 - (372,740) - 372,740 - Alvi Supermercado Mayorista S.A. Chile Ch$ - - 11,726,820 - - (11,726,820) - (195,679) - (15,237,412) - TOTAL 116 PERCENTAGE BALANCE AS OF SHARE IN INCOME OF VOTING 01-01-2011 (LOSS) POWER 15,433,091 13.2. Breakdown of item as of December 31, 2010 INVESTMENTS IN SUBSIDIARIES COUNTRY OF ORIGIN FUNCTIONAL CURRENCY SHARE PERCENTAGE OF BALANCE AS OF SHARE IN VOTING POWER 01-01-2011 INCOME (LOSS) % % Ch$ 50.00 50.00 3,075,585 630,686 - - 3,706,271 Chile Ch$ 50.00 50.00 - (253,654) - - - Chile Ch$ 35.00 35.00 13,196,664 (1,145,325) (12,958) (311,561) 11,726,820 16,272,249 (768,293) (12,958) (311,561) 15,433,091 Alimentos y Servicios S.A. Chile Solpacific S.A. Alvi Supermercado Mayorista S.A. TOTAL ThCh$ ThCh$ CONVERSION OTHER INCREASE BALANCE AS OF DIFFERENCE (DECREASE) 12-31-2011 ThCh$ ThCh$ ThCh$ As of December 31, 2010, Solpacific S.A. presented negative equity. On July 15, 2011, the subsidiary company Inversiones Walmart Chile Its accounting value is therefore presented in the item for other non- Limitada acquired the remaining 50% of the shares in the related current provisions. See note on Provisions. companies Alimentos y Servicios S.A. and Inversiones Solpacific S.A. This operation gave it control of these companies with a share On January 19, 2011, Alvi Supermercados Mayoristas S.A. was sold of 100%, as the other 50% was already owned by other subsidiaries, to SMU S.A. for ThCh$ 30 million. The effect on income is presented and these companies are starting to be consolidated. See note on in the item Other revenue by function. Business mergers. 13.3. Summarized information on investments in related companies accounted for using the equity method AS OF DECEMBER 31, 2011 INVESTMENTS IN ASSOCIATES SHARE CASH AND CASH EQUIVALENTS CURRENT ASSETS NON- CURRENT ASSETS CURRENT LIABILITIES NON-CURRENT LIABILITIES ORDINARY REVENUE ORDINARY EXPENSES NET INCOME (LOSS) % ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 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) SHARE CASH AND CASH EQUIVALENTS CURRENT ASSETS NONCURRENT ASSETS CURRENT LIABILITIES NON-CURRENT LIABILITIES ORDINARY REVENUE ORDINARY EXPENSES NET INCOME (LOSS) % ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ Totals AS OF DECEMBER 31, 2010 INVESTMENTS IN ASSOCIATES Alimentos y Servicios S.A. 50% 122,813 11,216,333 24,946,842 16,463,857 12,417,143 36,280,713 35,011,556 1,261,370 Solpacific S.A. 50% 211,568 2,317,092 1,603,594 5,804,233 2,209,605 11,867,834 11,904,204 (507,308) Alvi Supermercado Mayorista S.A. 35% 2,776,981 33,136,442 48,109,765 48,621,153 19,265,318 192,666,998 194,224,337 (3,272,355) 3,111,362 46,669,867 74,660,201 70,889,243 33,892,066 240,815,545 241,140,097 (2,518,293) Totals Fina ncia l Sta tem ents 117 Wal mar t Chil e 2 011 | Annua l R ep o rt 14. INTANGIBLE ASSETS CUMULATIVE AMORTIZATION AND VALUE IMPAIRMENT 31-12-2011 31-12-2010 ThCh$ ThCh$ The details as of December 31, 2011 and December 31, 2010 are Purchased goodwill - (81,607) as follows: TOTAL CUMULATIVE AMORTIZATION AND VALUE IMPAIRMENT, INTANGIBLE ASSETS - (81,607) (19,695,785) (13,727,470 ) (19,695,785) (13,809,077) NET INTANGIBLE ASSETS 12-31-2011 12-31-2010 ThCh$ ThCh$ Purchased goodwill 29,948,810 325,379 NET INTANGIBLE ASSETS, WITHOUT GOODWILL 13,878,228 16,543,073 Computer programs 12,917,896 16,218,676 771,935 136,000 Trademarks and rights Water rights 76,272 76,272 112,125 112,125 43,827,038 16,868,452 12-31-2011 12-31-2010 ThCh$ ThCh$ Internet domain NET INTANGIBLE ASSETS GROSS INTANGIBLE ASSETS Purchased goodwill 29,948,810 325,379 GROSS INTANGIBLE ASSETS, WITHOUT GOODWILL 33,574,013 30,270,543 Computer programs 32,613,681 29,946,146 771,935 136,000 Trademarks and rights Water rights 76,272 76,272 112,125 112,125 63,522,823 30,595,922 Internet domain GROSS IDENTIFIABLE INTANGIBLE ASSETS Computer programs CUMULATIVE AMORTIZATION AND VALUE IMPAIRMENT, IDENTIFIABLE INTANGIBLE ASSETS The details of the useful lives applied in the item Intangibles as of December 31, 2011 and December 31, 2010 is as follows: ESTIMATED USEFUL LIFE OR AMORTIZATION RATES USED MAX. RATE OR LIFE MIN. RATE OR LIFE 5 4 Trademarks and rights Indefinite Indefinite Water rights Indefinite Indefinite Internet domain Indefinite Indefinite Computer programs The movement of intangibles during the financial years ending December 31, 2011 and December 31, 2010 is as follows: 12-31-2011 Movimientos en activos intangibles INITIAL BALANCE AS OF 01-01-2011 Additions for internal development PURCHASED GOODWILL TRADEMARKS AND RIGHTS COMPUTER PROGRAMS ThCh$ WATER RIGHTS ThCh$ INTERNET DOMAIN ThCh$ ThCh$ 325,379 136,000 16,218,676 76,272 112,125 ThCh$ NET INTANGIBLE ASSETS ThCh$ 16,868,452 - - 859,523 - - 859,523 29,623,431 635,935 - - - 30,259,366 Other - - - - - - Transfers from projects - - 3,695,104 - - 3,695,104 Withdrawals - - (1,887,092) - - (1,887,092) 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 currency exchange - - - - - - Additions INCREASES (DECREASES) DUE TO REVALUATION AND VALUE IMPAIRMENT LOSSES (REVERSALS) RECOGNIZED IN NET EQUITY Other increases (decreases) 118 - - - - - - TOTAL CHANGES 29,623,431 635,935 (3,300,780) - - 26,958,586 FINAL BALANCE INTANGIBLE ASSETS AS OF 12-31-2011 29,948,810 771,935 12,917,896 76,272 112,125 43,827,038 12-31-2010 MOVEMENTS OF INTANGIBLE ASSETS PURCHASED GOODWILL TRADEMARKS AND RIGHTS ThCh$ ThCh$ INITIAL BALANCE AS OF 01-01-2011 406,986 COMPUTER PROGRAMS WATER RIGHTS ThCh$ 136,000 15,358,113 NET INTANGIBLE ASSETS INTERNET DOMAIN ThCh$ ThCh$ ThCh$ 76,272 112,125 16,089,496 Additions for internal development - - - - - - Additions - - 4,455,258 - - 4,455,258 Other - - - - - - Transfers from projects - - 1,765,576 - - 1,765,576 Withdrawals - - (4,616 ) - - (4,616 ) Amortization - - (5,355,655 ) - - (5,355,655 ) Increase (decrease) due to revaluation recognized in income statement - - - - - - Impairment losses recognized in net equity - - - - - - Increase (decrease) in currency exchange - - - - - - (81,607) - - - - (81,607) INCREASES (DECREASES) DUE TO REVALUATION AND VALUE IMPAIRMENT LOSSES (REVERSALS) RECOGNIZED IN NET EQUITY Other increases (decreases) (81,607) - - - - (81,607) TOTAL CHANGES (81,607) - 860,563 - - 778,956 FINAL BALANCE INTANGIBLE ASSETS AS OF 12-31-2010 325,379 136,000 16,218,676 76,272 112,125 16,868,452 The movement of purchased goodwill as of December 31, 2011 and December 31, 2010 is as follows: PURCHASED GOODWILL INITIAL BALANCE 01-01-2011 OTHER INCREASES (DECREASES) FINAL BALANCE 12-31-2011 ThCh$ ThCh$ ThCh$ ID NO. COMPANY ThCh$ 78.298.460-8 SUPERMERCADO LA FRONTERA LTDA. 173.248 - 173.248 96.755.580-0 ALIMENTOS Y SERVICIOS LTDA. 106.795 21.635.197 21.741.992 96.519.000-7 WALMART CHILE INMOBILIARIA S.A. 96.670.110-2 INVERSIONES SOLPACIFIC S.A. Total 45.336 - 45.336 - 7.988.234 7.988.234 325.379 29.623.431 29.948.810 INITIAL BALANCE 01-01-2010 OTHER INCREASES (DECREASES) FINAL BALANCE 12-31-2010 ThCh$ ThCh$ PURCHASED GOODWILL ID NO. COMPANY ThCh$ 78.298.460-8 SUPERMERCADO LA FRONTERA LTDA. 173,248 - 173,248 96.755.580-0 ALIMENTOS Y SERVICIOS LTDA. 106,795 - 106,795 96.519.000-7 WALMART CHILE INMOBILIARIA S.A. 45,336 - 45,336 96.867.130-8 ASTRO S.A. 81,607 (81,607) - 406,986 (81,607) 325,379 Total SIGNIFICANT INDIVIDUAL IDENTIFIABLE INTANGIBLE ASSETS The main computer program is Intellec Card BOOK VALUE OF SIGNIFICANT IDENTIFIABLE INTANGIBLE ASSETS 12-31-2011 BOOK VALUE OF SIGNIFICANT IDENTIFIABLE INTANGIBLE ASSETS 12-31-2010 ThCh$ ThCh$ 3,128,917 4,336,102 ThCh$ REMAINING AMORTIZATION PERIOD OF SIGNIFICANT IDENTIFIABLE INTANGIBLE ASSETS (AVERAGE) 3 años Fina ncia l Sta tem ents 119 Wal mar t Chil e The charge to the results for the amortization of intangibles is 14.3. Reconciliation of software amortization detailed below: 2 011 | Annua l R ep o rt Following are details on movement of amortization during financial years ending December 31, 2011 and December 31, 2010: BASELINE IN INCOME STATEMENT INCLUDING AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS Administration costs Total BALANCE AS OF 31-12-2011 BALANCE AS OF 31-12-2010 ThCh$ ThCh$ (5,968,315) (5,355,656) (5,968,315) (5,355,656) 14.1. Intangible assets with indefinite useful life MOVEMENT BALANCE AS OF 12-31-2011 BALANCE AS OF 12-31-2010 ThCh$ ThCh$ Initial cumulative amortization (13,727,470) (10,063,872) (+) Amortization for fiscal year (5,968,315) (5,355,655) (-) Decreases for write-offs - 1,692,057 (-) Impairment loss - - (19,695,785) (13,727,470) (=) FINAL CUMULATIVE AMORTIZATION 14.1.1. Brand usage rights The brand usage rights correspond to the acquisition of the “BLV” and “BLV-Boulevard” brands, valued at historical cost. The period for use 15. INVESTMENT PROPERTIES of these brands is unlimited and they are therefore considered to be assets with indefinite useful life and thus not subject to amortization. The breakdown of this item as of December 31, 2011 and December 31, 2010 is as follows: 14.1.2. Water rights Water rights are presented at historical cost. The period for use of 15.1. Breakdown and movements of investment properties these rights is unlimited, so they are therefore considered assets with indefinite useful life and thus not subject to amortization. They correspond to sites located in the Chicureo sector of Santiago. 14.1.3. Internet domain The right to use of the internet domain for “dot cl” sites is presented at historical cost. The period for its use is unlimited, so it is therefore considered an asset with indefinite useful life and thus not subject to amortization. 14.2. Impairment of purchased goodwill Investment properties, initial cost balance model 12-31-2011 12-31-2010 ThCh$ ThCh$ 136,120,131 137,835,644 - - CHANGES IN INVESTMENT PROPERTIES, COST MODEL Additions Reclassification to PPE (4,533,271) - Fiscal year depreciation (1,931,845) (1,715,513 ) 129,655,015 136,120,131 INVESTMENT PROPERTIES TOTAL COST MODEL The company has reviewed the book value of its tangible and intangible assets to determine whether there is any indication that 15.2. Valuation of investment properties, fair value model these assets may be impaired. In evaluating impairment, those assets that do not generate independent cash flows are grouped in If the company should decide to control its investment properties an appropriate cash generating unit (CGU). The amount recoverable using the fair value model, it must record in its books a higher asset from these assets or CGU is measured as the lower of their reasonable than at present, increased by ThCh$ 22,921,162 as of December value (discounted future flows method) and their book value. The 31, 2011. Below are the fair values as of December 31, 2011 and results of the estimates made did not produce any impairment in the December 31, 2010. purchased goodwill. Valuation of investment properties, fair value model 12 0 12-31-2011 12-31-2010 ThCh$ ThCh$ 152,576,177 138,311,177 TYPES OF PROPERTY, PLANT AND EQUIPMENT, GROSS 15.3. Income and expenses of investment properties Construction works in progress INCOME AND EXPENSES OF INVESTMENT PROPERTIES Lease income from investment properties Direct operating expenses of investment properties generating lease income 12-31-2011 12-31-2010 ThCh$ ThCh$ 41,214,539 40,198,571 (11,149,765) (16,531,623) 12-31-2011 12-31-2010 ThCh$ ThCh$ 78,394,291 41,340,289 Sites 365,908,464 354,828,455 Buildings 249,831,392 226,560,635 Machinery and equipment 304,111,535 252,498,679 Fixed installations and accessories 311,535,089 270,138,985 Vehicles 14,653,938 13,238,027 Leased property 54,426,557 48,138,239 8,084,669 5,664,264 1,386,945,935 1,212,407,573 12-31-2011 12-31-2010 Other property, plant and equipment Totals 15.4. Reconciliation of cumulative depreciation The table below shows the depreciation movement during fiscal years ending December 31, 2011 and December 31, 2010: CUMULATIVE DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT Buildings Machinery and equipment MOVEMENT BALANCES AS OF BALANCES AS OF 12-31-2011 12-31-2010 (196,936,154) (85,898,946) (65,024,590) Vehicles (12,536,958) (11,698,424) (31,741,276) (28,104,062) (368,717,757) (313,342,264) ThCh$ Initial cumulative depreciation (3,603,844) (1,888,330) Totals (+) Depreciation of fiscal year (1,931,845) (1,715,514) (-) Decreases for write-offs - - (-) Impairment loss - - (5,535,689) (3,603,844) cember 31, 2011 and December 31, 2010: 12-31-2011 12-31-2010 ThCh$ ThCh$ 78,394,291 41,340,289 Sites 365,908,464 354,828,455 Buildings 231,373,240 214,981,601 Construction works in progress Machinery and equipment Fixed installations and accessories Vehicles Leased property Other property, plant and equipment Totals 16.2. The table below shows the useful economic lives of the goods METHOD USED FOR DEPRECIATION OF PROPERTIES, PLANT AND EQUIPMENT (LIFE) 16.1. The breakdown of this item is as follows as of De- TYPES OF PROPERTY, PLANT AND EQUIPMENT, NET (11,579,034) (220,082,425) ThCh$ 16. PROPERTY, PLANT AND EQUIPMENT ThCh$ (18,458,152) Fixed installations and accessories Leased property (=) FINAL CUMULATIVE DEPRECIATION ThCh$ MIN. LIFE MAX. LIFE CONSTRUCTION AND INFRASTRUCTURE WORKS: Structural work – buildings 50 50 Terminations 15 15 Terminations of leased properties 15 15 Installations 15 20 Installations of leased properties 15 20 Equipment 15 20 Equipment of leased properties 15 20 Exterior works 20 20 Exterior works of leased properties 20 20 MACHINERY AND EQUIPMENT: 84,029,110 55,562,525 Heating machines 4 4 225,636,143 205,114,395 Cooling machines 5 5 2,116,980 1,539,603 Weighing machines 4 4 22,685,281 20,034,177 Energy machines 4 4 8,084,669 5,664,264 Other machines 4 4 1,018,228,178 899,065,309 Gondolas 4 4 Office furniture 3 3 Other furniture 4 4 Light 4 4 Heavy 4 4 Cargo 4 4 Other vehicles 4 4 FURNITURE AND SUPPLIES: VEHICLES: Fina ncia l Sta tem ents 121 Wal mar t Chil e 16.3. The tables below show details of the reconciliation of changes to Property, plant and equipment, by type, for the 2 011 | Annua l R ep o rt fiscal years ending December 31, 2011 and December 31, 2010. SITES BUILDINGS, NET MACHINERY AND EQUIPMENT, NET FIXED INSTALLATIONS AND ACCESORIES, NET VEHICLES, NET LEASED PROPERTY OTHER PROPERTY, PLANT AND EQUIPMENT, NET PROPERTY, PLANT AND EQUIPMENT, NET ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 41,340,289 354,828,455 214,981,601 76,922,707 17,238,832 15,667,055 (982,944) - (2,456,938) (38,885,761) - 10,060,640 Assets available for sale - (6,158,823) Impairment (*) - Depreciation expense MOVEMENT AS OF 31-12-2011 Initial balance as of January 1, 2011 WORKS IN PROGRESS 55,562,525 205,114,395 1,539,603 20,034,177 5,664,264 899,065,309 53,735,476 19,153,854 1,251,739 6,643,167 5,850,647 196,463,477 (1,625,009) (3,707,947) (9,690) (354,857) (11,047) (9,148,432) (528,700) 28,903,317 173,862 - (3,418,462) (3,695,104) - - - - - - (6,158,823) - - - (1,476,560) - - - (1,476,560) - - (6,879,118) (23,115,182) (22,350,916) (838,534) (3,637,206) (733) (56,821,689) TOTAL CHANGES 34,890,002 11,080,009 16,391,639 28,466,585 20,521,748 577,377 2,651,104 2,420,405 119,162,869 FINAL BALANCE AS OF DECEMBER 31, 2011 78,394,291 365,908,464 231,373,240 84,029,110 225,636,143 2,116,980 22,685,281 8,084,669 1,018,228,178 MACHINERY AND EQUIPMENT, NET FIXED INSTALLATIONS AND ACCESORIES, NET VEHICLES, NET ThCh$ ThCh$ ThCh$ CHANGES Additions Withdrawals Transfers MOVEMENT AS OF 31-12-2010 WORKS IN PROGRESS SITES BUILDINGS, NET ThCh$ ThCh$ ThCh$ 13,860,719 341,783,591 214,319,563 56,216,231 200,101,942 1,700,629 41,854,348 9,540,776 3,811,464 22,032,002 12,372,344 (66,777) (1,297,590) - (956,343) (4,039) (14,308,001) 4,801,678 2,860,488 (1,007,440) - - (6,009,914) TOTAL CHANGES 27,479,570 13,044,864 FINAL BALANCE AS OF DECEMBER 31, 2011 41,340,289 354,828,455 Initial balance as of January 1, 2010 LEASED PROP RTY OTHER PROPERTY, PLANT AND EQUIPMENT, NET PROPERTY, PLANT AND EQUIPMENT, NET ThCh$ ThCh$ ThCh$ 23,388,276 3,982,372 855,353,323 701,666 954,918 3,333,684 94,601,202 (2,192) (52,819) (5,524) (2,385,284) 11,489,696 23,422 180,521 (1,646,268) 2,394,096 (20,721,925) (18,845,548) (883,922) (4,436,719) - (50,898,028) 662,038 (653,706) 5,012,453 (161,026) (3,354,099) 1,681,892 43,711,986 214,981,601 55,562,525 205,114,395 1,539,603 20,034,177 5,664,264 899,065,309 CHANGES Additions Withdrawals Transfers Depreciation expense (*) AS DESCRIBED IN OUR NOTE ON CRITERIA FOR APPLYING IMPAIRMENT TESTS, THIS ITEM PRESENTS A LOSS OF ThCh$ 1,476,500, WHICH WAS PRESENTED IN INCOME IN THE OTHER EXPENSES BY FUNCTION LINE. 122 16.4. Policy for investment in property, plant and equipment 16.8. Effects of the earthquake It is the policy of the Walmart Chile group to carry out all works On February 27, 2010, an earthquake occurred in Chile, followed by a necessary to satisfy growth in projected market demand, to maintain tsunami, which significantly affected different parts of the country. This constructions and installations in good condition, and to adapt the event resulted in damages to certain machinery, equipment, installations system to technological progress, in order to comply with quality and inventory belonging to the company. standards and ensure the continuity of its operations. As the company has comprehensive insurance policies against 16.5. Additional information on property, plant and equipment earthquakes and their effects covering all affected assets, including harm due to interruption of operations, it carried out an exhaustive evaluation of the damaged goods, involving technical staff and experts to determine, ADDITIONAL DISCLOSABLE INFORMATION ON PROPERTY, PLANT AND EQUIPMENT 12-31-2011 12-31-2010 ThCh$ ThCh$ Property, plant and equipment fully 157 depreciated and still in use 144 quantify and estimate the disbursements necessary for replacements and repairs related to the potential effects of the earthquake on the company’s property. These evaluations identified damage and deterioration to machinery, equipment, installations and inventory with a total book value of Disbursements for accounts of property, plant and equipment under construction 78,394,291 55,931,033 ThCh$ 17,609,474 and ThCh$ 8,787,557 respectively, (equivalent to US$ 33.2 million and US$ 16.6 million, respectively) which were recognized in the item Other expenses by function in the Income statement by function for the year ending December 31, 2010. 16.6. Interest costs At the same time the company filed a claim with the insurance companies for losses in property, plant and equipment and stock for a total amount DETAIL Amount of capitalized interest cost, property, plant and equipment 12-31-2011 12-31-2010 ThCh$ ThCh$ 1,816,275 456,715 of ThCh$ 26,397,031 (equivalent to US$ 49.8 million). Of this amount, the company recognized revenue in the item Other expenses by function in the Income statement by function for the year (equivalent to US$ 36.1 million), since the company holds an insurance contract under which it Capitalization rate of cost of capitalized interest, properties, plant and equipment 4.97% 4.57% filed a compensation claim. The loss event that generated the company’s right to file a claim occurred on the date reported and the claim had not been rejected by the insurer as of December 31, 2010. 16.7. Reconciliation of cumulative depreciation As of December 31, 2011, there were no outstanding amounts receivable from the insurance company for the earthquake. The table below provides details on depreciation movement during the fiscal years ending December 31, 2011 and December 31, 2010: 17. LEASES 17.1. Assets under financial leases MOVEMENT Initial cumulative depreciation (+) Depreciation of fiscal period (-) Decreases for write-offs (-) Impairment loss (=) FINAL CUMULATIVE DEPRECIATION BALANCES AS OF 31-12-2011 BALANCES AS OF 31-12-2010 ThCh$ ThCh$ (313,342,264) (281,701,570) (56,821,689) (50,898,028) 1,446,196 1,647,860 - 17,609,474 (368,717,757) (313,342,264) PROPERTY, PLANT AND EQUIPMENT UNDER FINANCIAL LEASE, NET Sites under financial lease 12-31-2011 12-31-2010 ThCh$ ThCh$ 10,317,314 8,006,454 Buildings under financial lease 7,070,126 5,052,028 Machinery and equipment under financial lease 3,506,236 5,003,914 Result of sale and buy-back operation 1,791,605 1,971,781 22,685,281 20,034,177 TOTAL PROPERTY, PLANT AND EQUIPMENT UNDER FINANCIAL LEASE, NET Fina ncia l Sta tem ents 123 Wal mar t Chil e 12-31-2011 2 011 | Annua l R ep o rt RECONCILIATION OF MINIMUM PAYMENTS OF FINANCIAL LEASE, LESSEE 12-31-2010 PRESENT VALUE INTEREST GROSS PRESENT VALUE INTEREST GROSS ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ ThCh$ 6,878,612 2,621,352 9,499,964 4,147,999 922,918 One to five years 17,038,659 3,857,457 20,896,116 4,367,545 2,645,556 7,013,101 More than five years 17,600,809 4,587,889 22,188,698 11,261,787 4,933,856 16,195,643 41,518,080 11,066,698 52,584,778 19,777,331 8,502,330 28,279,661 Less than one year Total 17.2. Disclosable information on operative leases as lessee 5,070,917 18. Deferred taxes The origin of deferred taxes recorded as of December 31, 2011 and December 31, 2010 is as follows: MINIMUM FUTURE NONCANCELLABLE LEASE PAYMENTS, LESSEE Less than one year 12-31-2011 12-31-2010 ThCh$ ThCh$ 24,205,358 22,861,472 One to five years 107,823,868 101,837,468 More than five years 396,087,677 374,096,821 Total 528,116,903 18.1. Deferred tax assets 12-31-2011 12-31-2010 ThCh$ ThCh$ Deferred tax assets related to provisions 28,248,528 11,918,211 Deferred tax assets related to revaluations of commercial agreements 2,412,228 1,880,519 135,827 149,371 Deferred tax assets related to inventory revaluations 4,411,825 94,819 Deferred tax assets related to obligations to employees 1,968,882 199,410 16,830,633 42,881,218 650,985 - 2,448,019 2,880,012 57,106,927 60,003,560 DEFERRED TAX ASSETS 498,795,761 17.3. Disclosable information on operative leases as lessor Deferred tax assets related to revaluations of obligations at the effective rate MINIMUM FUTURE NONCANCELLABLE LEASE PAYMENTS, LESSOR Less than one year 12-31-2011 12-31-2010 ThCh$ ThCh$ 26,141,493 31,899,792 One to five years 116,448,468 142,099,071 More than five years 427,769,881 521,996,589 570,359,842 695,995,452 Total Deferred tax assets related to fiscal losses Deferred tax assets related to various debtors Deferred tax assets related to future contracts TOTAL DEFERRED TAX ASSETS 124 MOVEMENTS IN DEFERRED TAX LIABILITIES 18.2. Deferred tax liabilities Deferred tax liabilities, initial balance DEFERRED TAX LIABILITIES Deferred tax liabilities related to depreciation Deferred tax liabilities related to revaluations of property, plant and equipment Deferred tax liabilities related to revaluation of portfolio risk provision 12-31-2011 12-31-2010 ThCh$ ThCh$ 12-31-2010 ThCh$ ThCh$ 40,299,128 46,416,998 (10,845,844) (5,784,392) 1,580,932 (333,478) 4,197,819 13,795,820 Other increase (decrease) in deferred tax liabilities 20,338,218 20,307,687 TOTAL CHANGES IN DEFERRED TAX LIABILITIES (9,264,912) (6,117,870) DEFERRED TAX LIABILITIES, FINAL BALANCE 31,034,216 40,299,128 310,010 491,370 Deferred tax liabilities related to deferred charges 4,461,717 4,636,085 Deferred tax liabilities related to leases 1,647,918 553,349 Deferred tax liabilities related to others 78,534 514,817 TOTAL DEFERRED TAX LIABILITIES Increase (decrease) in deferred tax liabilities 12-31-2011 31,034,216 40,299,128 18.3. Movements of deferred taxes in the financial state- 18.4. Unrecognized deferred taxes UNRECOGNIZED DEFERRED TAX ASSETS (PRESENTATION) 12-31-2011 12-31-2010 ThCh$ ThCh$ Unrecognized deferred tax assets, fiscal losses - 1,746,499 TOTAL UNRECOGNIZED DEFERRED TAX ASSETS - 1,746,499 ment are as follows: MOVEMENTS IN DEFERRED TAX ASSETS 12-31-2011 12-31-2010 ThCh$ ThCh$ Deferred tax assets, initial balance 60,003,560 60,661,354 Increase (decrease) in deferred tax assets (2,896,633) (674,337) - 16,543 TOTAL CHANGES IN DEFERRED TAX ASSETS (2,896,633) (657,794) DEFERRED TAX ASSETS, FINAL BALANCE 57,106,927 Other increase (decrease) in deferred tax assets 18.5. Change of tax rates applicable to first category taxpayers On July 31, 2010, Chile’s Congress passed Law 20,455, which implemented temporary modifications to the first category tax rate. This new regulation consists of an increase in the first category tax rate, applied to income obtained during financial years 2011 and 60,003,560 2012, to rates of 20% and 18.5% respectively, and then returning to 17% for 2013 onwards. Fina ncia l Sta tem ents 125 Wal mar t Chil e 2 011 | Annua l R ep o rt 18.6. 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 as follows: DEFERRED TAX ASSETS GROSS ASSETS / LIABILITIES VALUES COMPENSATED NET BALANCES AT CLOSE ThCh$ ThCh$ ThCh$ AS OF DECEMBER 31, 2011 57,106,927 (3,763,026) 53,343,901 Deferred tax liabilities Deferred tax assets (31,034,216) 3,763,026 (27,271,190) Total 26,072,711 - 26,072,711 AS OF DECEMBER 31, 2010 60,003,560 (9,007,662) 50,995,898 Deferred tax liabilities Deferred tax assets (40,299,128) 9,007,662 (31,291,466) Total 19,704,432 - 19,704,432 19. Other financial liabilities 19.1. Types of loans that accumulate (accrue) interest The breakdown of this item as of December 31, 2011 and December 31, 2010 is as follows: CURRENT BALANCE AS OF OTHER FINANCIAL LIABILITIES Non-guaranteed bank loans NON-CURRENT BALANCE AS OF 12-31-2011 12-31-2010 12-31-2011 12-31-2010 ThCh$ ThCh$ ThCh$ ThCh$ 107,361,025 60,446,672 206,337,703 231,538,653 Obligations to the public (bonds) 3,789,710 3,711,416 103,008,747 101,310,581 Obligations for financial leases 6,495,807 3,376,943 28,080,253 16,400,388 14,362,192 16,110,248 - - 132,008,734 83,645,279 337,426,703 349,249,622 Future contracts Total 19.2. Bank loans – breakdown of currencies and maturity On May 20, 2010, Walmart Chile S.A., restructured its financial dates liabilities, signing a long-term syndicated credit contract with the following banks: Banco de Chile, Banco Santander and Banco BBVA. On September 28, 2006, Walmart Chile S.A. restructured its financial This concentrated 100% of its current short-term credit and the liabilities, signing a long-term syndicated credit contract with the syndicated credit signed on May 22, 2008 with the following banks: following banks: Banco Santander, Banco Estado, Banco BBVA and Banco de Chile, Banco BBVA, Scotiabank, Banco Itaú, Corpbanca Citibank N.A. This concentrated a significant part of its current short- and Banco Santander, maturing on May 22, 2010, into a single loan term and long-term credit into a single loan maturing at the end of with final maturity at the end of May 2013. March 2014. The lead bank for the operation is Banco Santander and the agent bank is Banco Estado. 126 19.2.1. Bank loans as of December 31, 2011 CURRENT NON-CURRENT MATURITY CREDITOR NAME ID COUNTRY CURRENCY TYPE OF AMORTIZATION EFFECTIVE NOMINAL RATE RATE TYPE OF OBLIGATION GUARANTEE NOT DETERMINED UP TO 1 MO. ThCh$ Banco Santander Banco de Chile Banco de Chile Banco de Chile Banco Security Banco Crédito Inversiones Banco Crédito Inversiones Banco Bice 97.015.000-5 Chile Ch$ Monthly 1,00% 1,00% 97.004.000-5 Chile Ch$ Monthly 0,35% 0,35% 97.004.000-5 Chile Ch$ Monthly 0,61% 0,61% 97.004.000-5 Chile Ch$ Monthly 0,58% 0,58% 97.053.000-2 Chile Ch$ Monthly 0,54% 0,54% 97.006.000-6 Chile Ch$ Monthly 0,50% 0,50% 97.006.000-6 Chile Ch$ Monthly 0,63% 0,63% 97.080.000-k Chile Ch$ Monthly 0,56% 0,56% Bank No guarantees guarantee Fixed rate No loan guarantee Fixed rate No loan guarantee Fixed rate No loan guarantee Fixed rate No loan guarantee Fixed rate No loan guarantee Fixed rate No loan guarantee Fixed rate No loan guarantee Fixed rate No Banco Bice 97.080.000-k Chile Ch$ Monthly 0,54% 0,54% Banco BBVA 97.032.000-8 Chile Ch$ Monthly 0,64% 0,64% Fixed rate No loan guarantee Banco BBVA 97.032.000-8 Chile Ch$ Monthly 0,38% 0,38% Fixed rate No loan guarantee Banco Santander 97.015.000-5 Chile Ch$ Monthly 1,00% 1,00% Bank overdraft Banco Estado 97.030.000-7 Chile Ch$ Monthly 1,00% 1,00% Banco de Chile 97.004.000-5 Chile Ch$ Monthly 1,00% Banco Crédito 97.006.000-6 Inversiones Chile Ch$ Monthly Banco de Chile 97.004.000-5 Chile Ch$ Banco de Chile a) 97.004.000-5 Chile Banco Estado 97.030.000-7 Banco Santander loan guarantee ThCh$ MATURITY 1 TO 3 MOS. 3 TO 12 MOS. ThCh$ ThCh$ TOTAL CURRENT AS OF 12-31-2011 1 TO 3 YRS ThCh$ ThCh$ 3 TO 5 YRS 5 OR MORE YRS ThCh$ ThCh$ TOTAL NONCURRENT AS OF 12-31-2011 ThCh$ 1,706,320 - - - 1,706,320 - - - - - 65,083 - - 65,083 - - - - 102,577 - - - 102,577 - - - - 803,352 - - - 803,352 - - - - - 190,009 - - 190,009 - - - - - - - 78,771 78,771 - - - - - 909,610 - - 909,610 - - - - - - - 562,227 - - - - - 200,535 250,045 - 450,580 - - - - - 393,235 - - 393,235 - - - - 562,227 672,826 - - - 672,826 - - - - No guarantee 11,441 - - - 11,441 - - - - Bank overdraft No guarantee 41,609,937 - - - 41,609,937 - - - - 1,00% Bank overdraft No guarantee 393,153 - - - 393,153 - - - - 1,00% 1,00% Bank overdraft No guarantee 299 - - - 299 - - - - Half-yearly 7,27% 7,27% Variable rate loan No guarantee - - - 1,259,326 1,259,326 155,635,693 - - 155,635,693 UF Half-yearly 3,69% 3,28% Fixed rate No loan guarantee - - 2,384,702 2,229,403 4,614,105 8,846,919 - - 8,846,919 Chile Ch$ Half-yearly 6,60% 6,60% Variable rate loan No guarantee - - 10,677,186 11,978,848 22,656,034 41,855,091 - - 41,855,091 97.015.000-5 Chile US$ Monthly 0,64% 0,64% Letter of credit No guarantee 7,284,913 - - - 7,284,913 - - - - Banco de Chile 97.004.000-5 Chile US$ Monthly 0,69% 0,69% Letter of credit No guarantee 87,316 - - - 87,316 - - - - Banco Scotiabank 97.018.000-1 Chile US$ Monthly 0,40% 0,40% Letter of credit No guarantee 5,090,715 - - - 5,090,715 - - - - Banco Estado 97.030.000-7 Chile US$ Monthly 0,47% 0,47% Letter of credit No guarantee 8,275,748 - - - 8,275,748 - - - - Banco Itaú 76.645.030-K Chile US$ Monthly 0,49% 0,49% Letter of credit No guarantee 1,145,505 - - - 1,145,505 - - - - Banco BBVA 97.032.000-8 Chile US$ Monthly 0,56% 0,56% Letter of credit No guarantee 7,974,970 - - - 7,974,970 - - - - Banco Security 97.053.000-2 Chile US$ Monthly 0,57% 0,57% Letter of credit No guarantee 1,022,973 - - - 1,022,973 - - - - 13,311,933 15,546,348 107,361,025 206,337,703 - - 206,337,703 Total 76,744,272 1,758,472 Fina ncia l Sta tem ents 127 Wal mar t Chil e 2 011 | Annua l R ep o rt 19.2.2 Bank loans as of December 31, 2010 CREDITOR ID NAME COUNTRY CURRENCY TYPE OF AMORTIZATION EFFECTIVE NOMINAL RATE RATE TYPE OF OBLIGATION GUARANTEE NOT DETERMINED UP TO 1 MO. ThCh$ Banco 97.015.000-5 Santander Chile US$ Monthly 1,09% 1,09% Letter of credit Banco 97.015.000-5 Santander Chile UF Monthly 1,00% 1,00% Bank No guarantees guarantee Banco 97.015.000-5 Santander Chile Ch$ Monthly 1,00% 1,00% Bank No guarantees guarantee Banco de Chile 97.004.000-5 Chile Ch$ Half-yearly 2,81% 2,81% Variable rate loan Banco de Chile 97.004.000-5 Chile UF Half-yearly 3,69% 3,28% Banco BCI 97.006.000-6 Chile Ch$ Monthly Banco 97.018.000-1 Scotiabank Chile Ch$ Banco 97.018.000-1 Scotiabank Chile Banco Estado 97.030.000-7 Banco de Chile ThCh$ No 19,267,613 guarantee CURRENT NON-CURRENT MATURITY MATURITY 1 TO 3 MOS 3 TO 12 MOS ThCh$ ThCh$ 5 OR TOTAL CURRENT AS OF 12-31-2010 1 TO 3 YRS ThCh$ ThCh$ 3 TO 5 YRS MORE YRS ThCh$ ThCh$ TOTAL NONCURRENT AS OF 12-31-2010 ThCh$ - - - 19, 7,613 - - - - 1,272,575 - - - 1,272,575 - - - - 38,906 - - - 38,906 - - - No guarantee - - - 925,526 925,526 - 155,445,180 - 155,445,180 Fixed rate loan No guarantee - - 2,337,689 2,145,555 4,483,244 8,582,220 4,173,611 - 12,755,831 1,00% 1,00% Bank overdraft No guarantee 50 - - - 50 - - - - Monthly 1,00% 1,00% Bank overdraft No guarantee 150,830 - - - 150,830 - - - - US$ Monthly 0,76% 0,76% Letter of credit No guarantee 3,496,722 - - - 3,496,722 - - - - Chile Ch$ Monthly 1,72% 1,72% Variable rate loan No guarantee - - 10,143,255 9,583,078 19,726,333 48,425,981 14,911,661 - 63,337,642 97.004.000-5 Chile US$ Monthly Letter of credit No guarantee 938,298 - - - 938,298 - - - - Banco Itaú 76.645.030-K Chile US$ Monthly 0,91% 0,91% Letter of credit No guarantee 4,785,749 - - - 4,785,749 - - - - Banco Security 97.053.000-2 Chile US$ Monthly 0,93% 0,93% Letter of credit No guarantee 914,278 - - - 914,278 - - - - Banco BBVA 97.032.000-8 Chile US$ Monthly 0,92% 0,92% Letter of credit No guarantee 4,446,548 - - - 4,446,548 - - - - 35,311,569 - Total 12,480,944 12,654,159 60,446,672 57,008,201 174,530,452 - 231,538,653 Effective rate of bank loans: 19.3. Obligations to the public (bonds), current and non- * Fixed current rate loan: For this type of loan the method used was the effective rate. This corresponds to the rate that equalizes the effective payment flows with the net amount on the books, This corresponds to bonds issued by the parent company and the discounting the cost of initiating the operation. indirect subsidiary Walmart Chile Inmobiliaria S.A. * Variable rate loan: For this type of loan, due to the difficulty of a. On November 9, 1992, the company Walmart Chile Inmobiliaria estimating future interest rates, the company uses the same S.A. registered with the Securities and Insurance Supervisor under nominal rate and the costs associated with the loan are amortized No. 162 an issue of Series A bearer bonds. On December 16, 1993, together with the principal. the bonds totaling 240,000 UF were placed and on November 8, 1994 bonds totaling 110,000 UF were placed, thus completing the * Letters of credit, bank guarantees and overdrafts: Since this type of instrument presents no origination costs, the effective rate does not differ from the nominal rate. 1 28 maximum amount of the issue. The principal characteristics of this issue are: * Half-yearly maturities * Interest payments starting in April 2006 and capital payments from * Half-yearly maturities * Annual interest rate of 6.5% * No special guarantees * Annual interest rate of 4.2% * No special guarantees The accrued interest payable as of December 31, 2011 and December The restrictions associated with this obligation are presented in the 31, 2010 are presented in Obligations to the public (bonds) in current note Contingencies, lawsuits and other restrictions. April 2008 liabilities, together with the current portion of the obligation. c. On February 19, 2007, Walmart Chile S.A. registered with the The restrictions associated with this obligation are presented in the Securities and Insurance Supervisor under No. 492 an issue of bearer note Contingencies, lawsuits and other restrictions. bonds (Series E) for 6,000,000 UF, which was placed on April 25, 2008. b. On April 18, 2006, Walmart Chile Inmobiliaria S.A. registered with On November 5, 2009, the company made a voluntary early recovery the Securities and Insurance Supervisor under No. 463 an issue of at par value of the Series C and E bearer bonds, recovering 28.5% Series B bearer bonds. On September 13, 2006 the bonds totaling and 88.1% respectively. This implied a total disbursement at the 4,500,000 UF were placed. payment date equivalent to 5,855,000 UF, for capital plus interest accrued and unpaid as of the payment date. The principal characteristics of this issue are: The details of the bonds are as follows: AS OF DECEMBER 3, 2011 NON-CURRENT PERIODICITY MATURITY CURRENT SERIES NOMINAL AMOUNT PLACED TOTAL BOND INDEXATION UNIT INTEREST RATE EFFECTIVE INTEREST FINAL DATE RATE INTEREST AMORTIZATION PAYMENTS PAYMENTS TOTAL NON CURRENT 12-31-2011 1 TO 2 YRS ThCh$ 492 E 715.000 UF 2,60% 4,86% 01-03-2013 HALF-YEARLY 1 INSTALLMENT 264,997 MORE THAN MORE THAN 2 YRS TO 3 YRS TO 3 YRS 5 YRS ThCh$ 15,339,249 ThCh$ - MORE THAN 5 10 OR MORE YRS TO 10 YRS YRS ThCh$ ThCh$ - - CURRENT AS OF 12-31-2011 PLACEMENT IN CHILE OR ABROAD ThCh$ - 15,339,249 Chile 162 A 46.053 UF 6,50% 7,45% 01-04-2014 HALF-YEARLY HALF-YEARLY 294,798 281,610 127,636 - - - 409,246 Chile 463 B 4.138.272 UF 4,20% 4,55% 01-04-2028 HALF-YEARLY HALF-YEARLY 3,229,915 2,325,892 2,423,566 5,156,770 14,910,365 62,443,659 87,260,252 Chile 3,789,710 17,946,751 2,551,202 5,156,770 62,443,659 103,008,747 Total 14,910,365 AS OF DECEMBER 3, 2010 NON-CURRENT PERIODICITY MATURITY CURRENT SERIES NOMINAL AMOUNT PLACED TOTAL BOND INDEXATION UNIT INTEREST RATE EFFECTIVE INTEREST FINAL DATE RATE INTEREST AMORTIZATION PAYMENTS PAYMENTS TOTAL NON CURRENT 12-31-2010 1 TO 2 YRS ThCh$ MORE THAN 2 MORE THAN 3 MORE THAN 5 10 OR MORE YRS TO 3 YRS YRS TO 5 YRS YRS TO 10 YRS YRS ThCh$ ThCh$ ThCh$ ThCh$ CURRENT AS OF 12-31-2010 PLACEMENT IN CHILE OR ABROAD ThCh$ 492 E 715.000 UF 2,60% 4,86% 01-03-2013 HALF-YEARLY 1 INSTALLMENT 248,775 - 14,400,281 - - - 14,400,281 Chile 162 A 73.684 UF 6,50% 7,45% 01-04-2014 HALF-YEARLY HALF-YEARLY 419,826 459,705 505,405 - - - 965,110 Chile 463 B 4.280.940 UF 4,20% 4,55% 01-04-2028 HALF-YEARLY HALF-YEARLY 3,042,815 6,010,295 6,000,664 12,002,731 30,019,593 31,911,907 85,945,190 Chile 3,711,416 6,470,000 20,906,350 12,002,731 31,911,907 101,310,581 Total 30,019,593 Fina ncia l Sta tem ents 129 Wal mar t Chil e 2 011 | Annua l R ep o rt 20. TRADE AND OTHER ACCOUNTS PAYABLE The composition of this item as of December 31, 2011 and December 31, 2010 is as follows: CURRENT BALANCE AS OF TRADE AND OTHER ACCOUNTS PAYABLE 12-31-2011 Domestic goods suppliers 12-31-2010 ThCh$ ThCh$ 344,763,001 270,821,173 Foreign goods suppliers 10,056,322 4,982,497 Service proviers 79,118,062 69,967,443 Retention Total 7,562,859 5,593,289 441,500,244 351,364,402 Exposure to monetary or liquidity risk related to trade and other accounts payable is analyzed in the note on the Risk Management Policy. 21. Provisions The following provides detail of this item as of December 31, 2011 and December 31, 2010: 21.1. Provisions BALANCES AS OF CURRENT NON-CURRENT TYPE OF PROVISION Bonuses and rewards Vacation Severance pay PROVISIONS FOR EMPLOYEE BENEFITS 12-31-2011 12-31-2010 12-31-2011 12-31-2010 ThCh$ ThCh$ ThCh$ ThCh$ 21,426,301 17,188,429 - - 8,205,276 7,259,801 - - 694,672 929,824 60,000 92,061 30,326,249 25,378,054 60,000 92,061 Legal Proceedings 1,891,500 2,132,340 - - Other 5,416,359 4,379,689 - - Negative equity OTHER PROVISIONS Total - - - 2,019,140 7,307,859 6,512,029 - 2,019,140 37,634,108 31,890,083 60,000 2,111,201 21.1.1. Provision for bonuses and rewards 21.1.4. Provision for negative equity This corresponds to the provision for expenses for payable bonuses and/ This provision for negative equity corresponds to the shareholding in or legal rewards to employers in the short term. Sociedad Inversiones Solpacific S.A, due to which the company has a financial guarantee over the net value of this company. 21.1.2. Vacation provision This provisions is for employee vacation expenses insofar as the service is 21.1.5. Provision for legal proceedings provided, measured on a non-discounted basis. The amounts for this provision correspond to the provision for certain legal proceedings taken on by Walmart Chile and its subsidiaries for affected 21.1.3. Severence pay provision suppliers or private persons with contract terms or provided services. The This provision is for employee severance pay expenses in the short term. deadlines for use of the balance of the provisions are linked to the normal timescale of legal proceedings. (See detail in Contingencies, lawsuits and other restrictions). 130 21.1.6. Other provisions This is the provision for administrative expenses that must be paid during the following period. The subsidiary company Walmart Immobiliaria S.A. has a provision for possible losses associated with particular claims. Given the possible impact for the company, a detailed account of this material has been omitted from the present financial statements. 21.2. Movement of provisions DETAIL PROVISION FOR BONUSES AND REWARDS ThCh$ BALANCE AS OF 01-01-2010 Charges to income 6,788,964 VACATION PROVISION ThCh$ 5,148,176 SEVERANCE PAY PROVISION FOR CURRENT TERMINATIONS SEVERANCE PAY PROVISION FOR NON-CURRENT TERMINATIONS LEGAL PROCEEDINGS ThCh$ ThCh$ ThCh$ INVESTMENT IN NEGATIVE EQUITY ThCh$ OTHER PROVISIONS BALANCE ThCh$ ThCh$ 1,421,864 - 993,085 1,765,486 2,604,511 18,848,479 27,140,436 40,399,155 929,824 92,061 1,193,613 253,654 1,775,178 71,819,668 Payments in the period (16,740,971) (38,287,530) (1,421,864) - (54,358) - - (56,666,863) TOTAL CHANGES IN PROVISIONS 10,399,465 2,111,625 (492,040) 92,061 1,139,255 253,654 1,775,178 15,152,805 17,188,429 7,259,801 929,824 92,061 2,132,340 2,019,140 4,379,689 34,001,284 BALANCE AS OF 12-31-2010 Charges to income 19,141,034 8,260,892 694,672 - 47,349 - 11,190,222 39,334,169 (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 - 5,416,359 37,694,108 Payments in the period 22. Net Equity In the ordinary shareholders’ meeting held on April 30, 2010, a dividend of Ch$5.0 per share was approved; payment occurred on 22.1. Subscribed and paid-in capital May 14, 2010. As of December 31, 2011 and December 31, 2011, the equity of the 22.3. Minimum dividend company presented a balance of ThCh$ 457,867,231, composed of a total of 6,520,000,000 shares without nominal value and that have On October 27, 2010 the Board of Directors of Walmart Chile S.A., been totally subscribed and paid-in. The company has issued only in conformity with circulars 1945 dated September 29, 2009 and one series of common shares, which enjoy equal voting rights without 1983 dated July 30, 2010 has decided not to apply adjustments to priority whatsoever. “Income (losses), attributable to owners of the controlling interest” for the purpose of determining income taken into consideration 22.2. Dividends for calculation of the obligatory, additional minimum dividend. On December 31, 2011 a provision for the minimum dividend totaling In the ordinary shareholders’ meeting held on April 27, 2011, a ThCh$ 35,457,288 (ThCh$ 12,514,179 in 2010) was recorded. This dividend of Ch$ 5.054 per share was approved; payment of this is based on the 30% requirement contained in Corporations Law dividend occurred on May 2, 2011. 18,406. Fina ncia l Sta tem ents 131 Wal mar t Chil e 2 011 | Annua l R ep o rt 22.4. Accumulated Income (Loss) 22.5. Other reserves As part of the process of consolidating the financial accounts on 22.5.1. Currency conversion reserve December 31, 2010, the elimination of the technical reappraisal value This item reflects the earnings accumulated, due to fluctuations in (permitted by technical bulletin 54 “Reappraisal of Fixed Assets”) was exchange rates, in converting the financial statements of subsidiaries carried out on the following items: ‘Property, plant and equipment’ whose operational currency is different from that of the group and “Cumulative income (losses) from assets’. However, because in (Chilean pesos). 2011 the company’s IFRS assistants undertook an exhaustive and detailed preparation, asset by asset, of the item ‘Property, plant and 22.5.2. Other reserves equipment’, it was later detected that the aforementioned elimination These correspond to the reverse of the revaluation of share capital of the technical reappraisal had already been absorbed during the of the 2009 period in accordance with Circular 456 of the Securities adoption process, as part of the one-time reappraisal permitted by and Insurance Supervisor, dated June 20, 2008 incorporated in the IFRS 1 “First-Time Adoption of International Financial Standards.” As capital issued in accordance with Law 18, 046, Article 10, second a result, the abovementioned lines of business were undervalued by paragraph. ThCh$ 2,311,407, and as a result these balances have been restated in the present financial statements. This adjustment did not modify The movement of other reserves for the years ending December 31, earnings during the period, so earnings per share were not affected. 2011 and December 31, 2010 is the following: CHANGES IN OTHER RESERVES STATEMENT OF CHANGES IN NET ASSETS CONVERSION RESERVES ThCh$ ThCh$ INITIAL BALANCE 01-01-2010 OTHER RESERVES CHANGES IN OTHER RESERVES ATTRIBUTABLE TO THE HOLDERS OF NET EQUITY INSTRUMENTS OF THE PARENT COMPANY, TOTAL ThCh$ (246,238) 9,943,850 9,697,612 112,984 - 112,984 - - - 112,984 - 112,984 (133,254) 9,943,850 9,810,596 73,146 - 73,146 (67,899) (593) (68,492) 5,247 (593) 4,654 (128,007) 9,943,257 9,815,250 Changes: Comprehensive revenue and expenses result Other increase (decrease) in net equity CHANGES IN EQUITY FINAL BALANCE AS OF 12-31-2010 Changes: Comprehensive revenue and expenses result Other increase (decrease) in net equity CHANGES IN EQUITY FINAL BALANCE AS OF 12-31-2011 13 2 22.6. Equity interest held by non-controlling companies The composition of non-controlling equity interests as of December 31, 2011 and December 31, 2010 is the following: DETAIL OF NON-CONTROLLING EQUITY INTERESTS NAME OF SUBSIDIARY COUNTRY OF ORIGIN 12-31-2011 PERCENTAGE OF NON-CONTROLLING INTEREST IN SUBSIDIARIES 12-31-2010 NON-HOLDING EQUITY INTEREST INCOME (LOSSES) ATTRIBUTABLE TO NONCONTROLLING EQUITY INTEREST NON-HOLDING EQUITY INTEREST INCOME (LOSSES) ATTRIBUTABLE TO NONCONTROLLING EQUITY INTEREST ThCh$ ThCh$ ThCh$ ThCh$ 2011 2010 Supermercados Almac S.A. Chile 0.0001 0.0001 59 1 78 - Walmart Chile Inmobiliaria S.A. Chile 0.0056 0.0056 25,031 3,140 615,991 2,745 Administradora de Concesiones Comerc.de Hiper. S.A. Chile - 0.0083 - 9,496 16,018 (39,368) Administradora de Concesiones Comerc. de Super. S.A Chile - 0.0050 - - 222,554 90,716 Inversiones D&S Chile Ltda. Chile - 0.0001 - 102 (123,067) 101 25,090 12,739 731,574 54,194 Total 23. PROFIT EXPENSES BY NATURE 23.1. Revenue from ordinary activities Salaries and wages The following provides detail of the ordinary revenue for the fiscal years ending December 31, 2011 and December 31, 2010: TYPES OF ORDINARY REVENUE 01-01-2011 12-31-2011 01-01-2010 12-31-2010 ThCh$ ThCh$ Revenue from sales of inventory 2,442,764,493 2,129,359,460 Revenue from financial services 130,043,460 114,631,101 31,675,264 32,711,886 Revenue from leasing Total ingresos ordinarios 2,604,483,217 2,276,702,447 Depreciation and amortization Other service expenses 01-01-2010 12-31-2010 ThCh$ ThCh$ 253,073,500 223,674,221 64,721,849 57,969,197 117,321,139 85,469,813 Estimation of portfolio risk 50,278,677 97,648,129 Leases 30,290,565 26,231,083 Electricity 25,329,311 22,664,581 Maintenance 13,401,598 12,926,102 4,564,605 578,951 558,981,244 527,162,077 Other administrative expenses TOTAL EXPENSES BY NATURE 24.2. Depreciation and Amortization DEPRECIATION AND AMORTIZATION 01-01-2011 12-31-2011 ThCh$ 24. COMPOSITION OF SIGNIFICANT RESULTS 24.1. Administrative costs 01-01-2011 12-31-2011 01-01-2010 12-31-2010 ThCh$ Depreciation 58,753,534 52,613,542 Amortization 5,968,315 5,355,655 64,721,849 57,969,197 Total The following provides details on the principal administrative and operations costs for the periods ending December 31, 2011 and December 31, 2010: Fina ncia l Sta tem ents 133 Wal mar t Chil e 24.3. Financial revenue and expenses included in the income 24.5. Other income by function 2 011 | Annua l R ep o rt statement The balance of other income by unction as of December 31, 2011 The following provides details on the items included as financial and December 31, 2010 is composed as follows: revenue and expenses in the periods ending December 31, 2011 and December 31, 2010: ITEM DETAIL FINANCIAL RESULTS 01-01-2011 12-31-2011 01-01-2010 12-31-2010 ThCh$ ThCh$ 2,208,500 971,003 Interest in related companies 19,147 9,984 Other financial revenue 25,228 5,016 2,252,875 986,003 (17,361,800) (8,722,386) (4,104,742) (4,305,799) TOTAL FINANCIAL REVENUE FINANCIAL EXPENSES ThCh$ 18,341,079 - Income from successive purchase, IFRS 3 (*) 10,726,057 - 5,215,096 992,556 34,282,232 992,556 (*) See details in note on Business mergers 24.6. Other expenses by function The balance of other expenses per function as of December 31, 2011 Interest on bank loans Interests on bonds Interests on promissory notes Interest, related companies Leasing interest Interests on guarantee bonds (13,514,488) (1,572,774) (1,277,133) (17,608) (15,011) 456,715 - (39) (34,285,416 ) (27,378,141) Other financial costs TOTAL FINANCIAL COSTS (13,044,767) 1,816,275 Capitalized interest INCOME PER INDEXATION UNITS (15,734,513) (9,160,423) and December 31, 2010 is as follows: ITEM DETAIL 01-01-2011 12-31-2011 01-01-2010 12-31-2010 ThCh$ Advertising ThCh$ 21,292,453 23,844,358 Travel costs 4,174,887 3,501,795 Impairment 1,476,560 - 882,025 722,612 Disco provision - 21,895,080 Other expenses 9,056,271 12,153,385 36,882,196 62,117,230 Donations Total 25. INCOME AFTER TAXES 24.4. Exchange rate difference 01-01-2011 CURRENCY 12-31-2011 ThCh$ 01-01-2010 12-31-2010 ThCh$ Income tax charged to results totals ThCh$ 22,558,779 and ThCh$ 4,852,831 for the periods ending December 31, 2011 and December 31, 2010 respectively, as shown in the following table: Cash and cash equivalents US$ 12,826 (183,697) Other financial assets US$ 322,464 - Fees receivable, non-current US$ (47,350 ) (1,830,379) Loans accruing interest US$ (1,068,846) (1,516,872) Accounts payable and other accounts payable, current US$ (5,991,902 ) 2,856,709 Expense for current taxes (6,772,808) (674,239) Other expenses for current taxes INCOME TAX EXPENSE (REVENUE), BY CURRENT AND DEFERRED PARTS (PRESENTATION) 01-01-2011 12-31-2011 ThCh$ 01-01-2010 12-31-2010 ThCh$ 33,743,585 16,781,308 6,768,620 (7,131,251) 18,785 58,535 TOTAL CURRENT NET TAX EXPENSE 40,530,990 9,708,592 Deferred tax expense (income) related to creation and reversal of temporary differences (17,972,211) (4,855,761) (17,972,211) (4,855,761) 22,558,779 4,852,831 Adjustments to current tax of previous period TOTAL NET DEFERRED TAX EXPENSE INCOME TAX EXPENSE (REVENUE) 13 4 ThCh$ Profit from sale of investments TOTAL OTHER INCOME BY FUNCTION Interest on financial investment instruments Total 01-01-2010 12-31-2010 Other minor revenue FINANCIAL REVENUE ITEM DETAIL 01-01-2011 12-31-2011 01-01-2011 01-01-2010 INCOME TAX EXPENSE (REVENUE), BY FOREIGN 12-31-2011 12-31-2010 AND DOMESTIC PARTS (PRESENTATION) ThCh$ Net expense (income) for current taxes, foreign BASIC EARNINGS (LOSSES) PER SHARE ThCh$ 24,038 82,340 40,506,952 9,626,252 Earnings (loss) attributable to the holders of equity instruments in the net equity of the holding company 01-01-2011 12-31-2011 01-01-2010 12-31-2010 ThCh$ ThCh$ 113,891,781 41,713,930 Adjustments to calculate earnings available to common shareholders, basic - - Other increase (decrease) in the calculation of earnings available to common shareholders - - EARNINGS AVAILABLE FOR COMMON SHAREHOLDERS, BASIC 113,891,781 41,713,930 The following table shows the reconciliation of income tax recorded Average weighted number of shares, basic 6,520,000,000 6,520,000,000 and that which would result from applying the legal rate for the periods Basic earnings (losses) per share ($ per share) 17,47 6,40 Net expense (income) for current taxes, domestic NET EXPENSE FOR DEFERRED TAXES, TOTAL 40,530,990 9,708,592 Net deferred tax expense, total (17,972,211) (4,855,761) NET DEFERRED TAX EXPENSE, TOTAL EXPENSE (INCOME) FOR INCOME TAX (17,972,211) (4,855,761) 22,558,779 4,852,831 ending December 31, 2011 and December 31, 2010: RECONCILIATION OF TAX EXPENSE AT THE LEGAL RATE AND THE TAX EXPENSE AT THE EFFECTIVE RATE TAX EXPENSE USING THE LEGAL RATE 01-01-2011 12-31-2011 ThCh$ THERE ARE NO DILUTIVE EFFECTS THAT AFFECT THIS INDEX. 01-01-2010 12-31-2010 ThCh$ 27,292,660 12,009,842 Tax effect of ordinary non-taxable income (12,500,175) (7,427,560) Tax effect of non-taxable deductible costs 7,879,749 - Other increase (decrease) in charges for legal taxes (113,455) 270,549 (4,733,881) (7,157,011) 22,558,779 4,852,831 ADJUSTMENTS TO TAX EXPENSE USING LEGAL RATE, TOTAL TAX EXPENSE USING EFFECTIVE RATE 27. CONTINGENCIES, LAWSUITS AND OTHER RESTRICTIONS 27.1. Direct Commitments * Direct guarantees: As of December 231, 2011 and December 31, 2010 the company has no direct guarantees. 27.2. Indirect Commitments A commitment has been taken on with Banco de Chile to maintain the share in Aquapuro S.A. 26. EARNINGS PER SHARE 27.3. Management restrictions or limits to financial The basic earnings per share is calculated by dividing the earnings indicators attributable to the company’s common shareholders among the weighted average of the common shares in circulation in that year, In accordance with the contracts for the issuance of bonds in the excluding, if any, common shares acquired by the company and kept indirect subsidiary Walmart Chile Inmobiliaria S.A. (SVS Securities as treasury shares. Registry nos. 163 and 467), the latter must comply with the following limits and financial indicators which are determined using the consolidated financial statements of said company, presented quarterly to the Securities and Insurance Supervisor (SVS) and to Banco Santander, bondholders’ agent. * Leverage, understood as the quotient between total liabilities and total equity, must be less than 1.3. As of December 31, 2011, the company meets this requirement. * Real estate shares with a value greater than or equal to 12,000,000 UF, understood as real estate assets defined, according to the format of the financial statements, as the sum of: i) Property, Fina ncia l Sta tem ents 135 Wal mar t Chil e plant and equipment (Land and Buildings and Fixed Installations 2 011 | Annua l R ep o rt and Accessories) in the consolidated financial statements and ii) * 76 other cases registered with the local police in which the company is defendant, with an associated amount of Ch$ 177,951,079. Investment properties in the consolidated financial statements that correspond to sites where, at the time of calculation, there are buildings, works, installations or stores that can be exploited * 66 civil lawsuits in which the company is plaintiff, with an associated amount of Ch$ 3,142,942,861. commercially 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 * 76 labor lawsuits in which the company is plaintiff, with an associated amount of Ch$ 239,455,293 October 31, 2025. As of December 31, 2011, the company was in compliance with this restriction. * 3 arbitration cases in which the company is plaintiff, with an associated amount of Ch$ 62,014,000,000 * Maintain assets, at a consolidated level, reflected in each of the quarterly consolidated financial statements, greater than 12,000,000 UF. As of December 31, 2011, the company was in * 30 criminal lawsuits in which the company is plaintiff, with an undeterminable amount. compliance with this indicator. * 1 lawsuit of a different nature in which the company is a plaintiff, These restrictions during the year 2011 were standardized with IFRS, with an undeterminable amount. requiring only the rephrasing of certain terminology used. In relation to the ongoing legal proceedings aimed at achieving 27.4. Legal Proceedings payment of the appropriate sum to Walmart Chile S.A., for the sale to Disco S.A. of the shares of Supermercados Ekono S.A., both As of December 31, 2011, the company and its subsidiaries had Argentinian companies, we report the following: lawsuits pending against them for claims related to the normal course of operations, the majority of which, according to legal advisors, do As has been reported, on May 2, 2003, Disco S.A. paid to Walmart not present a risk of significant loss. For the remainder of the cases, Chile S.A. the sum of 125 million Argentine pesos that according to the company recognizes a provision for lawsuits, classified in the Disco were equivalent on that date to the original debt of 90 million expense provision account in current liabilities. dollars, at the exchange rate of one peso per dollar plus 35 million Argentine pesos for the applicable adjustment coefficient. In August Among others, the most significant cases are set out as follows: of that year, the Central Bank of Argentina authorized the company to use Argentine pesos to buy U.S. dollars and remit them to the * 144 civil lawsuits against the company with an associated amount of Ch$ 12,397,598. company, which could have been done at the exchange rate at the time of 2.98 Argentine pesos per dollar. As such, the final amount in dollars transferred to Walmart Chile was US$ 42,535,847.82. * 171 employment lawsuits against the company, with an associated amount of Ch$ 1,378,994,585. Walmart Chile sued Disco Ahold in Curaçao, Dutch Antilles, as guarantor of the unpaid balance of the price. The grounds of the * 611 lawsuits for violation of consumer law in which the company is claim were rejected by the judge of first instance in a decision the defendant, with an associated amount of Ch$ 4,738,907,760. issued on September 5, 2005 and then in an appeal decision issued on November 2, 2005 in the Common Court of Appeal of * 1 criminal case in which the company is the defendant, with an amount of Ch$ 50,000,000 the Netherlands Antilles and Aruba. The first instance decision and its confirmation upon appeal maintained that use of the peso was set out by Argentine legislation and thus the payment in pesos * 2 criminal cases in which the company is a passive party, with an indeterminate amount. made by Disco freed Disco Ahold from its obligations as guarantor, beyond any provision agreed by the parties in contract and/or under bond. The ruling also considered that there was no reason to analyze whether the obligation of Disco Ahold had been exempted from the application of the use of pesos because of its nature as an 136 obligation assumed by a debtor based abroad, payable with funds part (in virtue of the application of the shared efforts doctrine) the coming from abroad. In the opinion of our Argentine legal advisors, balance that it claims against Disco under the Contract.” the ruling issued by the courts of the Netherlands Antilles did not correctly interpret Argentine law applicable to the case. As for the counterclaim of Disco S.A., our Argentine lawyers are of the opinion that its chances of success are remote, because it On April 26, 2005, Walmart Chile filed a lawsuit in the courts of is a lawsuit for reimbursement provoked precisely by the debtor Haarlem, Holland, against Royal Ahold, demanding that Walmart who benefited from the “pesification” and in accordance with their Chile be compensated for all losses caused by the lack of payment experience, they are not aware of precedents of claims of that nature of the unpaid price balance guaranteed by Disco Ahold. The suit taken to courts by other debtors, let alone cases in which courts states that Disco’s refusal to pay the unpaid price balance and Disco have upheld such claims, considering therefore that it is merely a Ahold’s refusal to comply with its fiduciary obligations were adopted litigation defense strategy. by Royal Ahold, which in a direct action of contractual interference, instructed its related companies to act in the way they did, causing In Holland, Walmart Chile receives legal advice from and is harm to Walmart Chile. On May 20, 2007, the court of Haarlem represented by attorneys NautaDutilh and Allen & Overy. About rejected the claims of Walmart Chile. Walmart Chile appealed the the case, NautaDutilh states: “There is a reasonable possibility that decision in March 2008. Ahold be made responsible by the Dutch courts for the payment of the difference between US$ 90,000,000 and the amount that As part of the appeal proceedings, Walmart Chile requested the it would have paid on said date, that is, the ‘pesified’ amount presentation by Royal Ahold of various documents considered equivalent to US$ 90,000,000, basing said responsibility on extra- pertinent to the process and that were in the possession of Royal Ahold. contractual responsibility”. The court of second instance rejected this request for documents but, at the same time, and in an unsuitable and illegal way, ruled on “On June 6, 2011: Walmart Chile S.A. has been notified of the the grounds, confirming the decision of first instance and rejecting arbitration ruling in the D&S vs. Disco.” The decision rejected the the claims of Walmart Chile. This decision of second instance was claim brought by Distribución y Servicio D&S S.A. (“D&S”) (today issued without the parties having had an opportunity to present their Walmart Chile S.A.) in the February 2007 against Disco S.A. arguments. Therefore, the decision violated procedural rules of Dutch (Disco), in the context of the Contract for the Purchase of Shares law and the European Convention on Human Rights and Walmart in Supermercados Ekono S.A. (“Ekono”) in Argentina, with respect Chile has appealed the decision before the Supreme Court. to the claim for the balance of the price corresponding to pending payment obligations under the aforementioned contract, for On the February 22, 2008, Walmart Chile sued Disco in the deferred payment and retention of prices appropriate to these types Argentine Republic before a special arbitration ad hoc tribunal of contracts. In these regard, and in order to reflect this situation comprised of attorneys Alfredo L. Rovira, Sergio Alfonso Le Pera in its financial statements, Walmart Chile proceeded to write off and Horacio Roitman. This claim seeks payment of an additional account receivable that has been provided for these purposes, not amount to that already discussed, in accordance with the shared producing any effect on the statement of earnings.” efforts doctrine established in the legislation on “pesification,” for the total of the balance owed. On April 3 of that year Disco “On the August 10, 2011, Walmart Chile S.A. (“WMC”), Servicios responded to the claim of Walmart Chile and filed a counterclaim Profesionales y de Comercialización Limitada (“SPC”), Jumbo Retail for payment of a fair adjustment of the price paid for the shares of Argentina S.A. (Jumbo), Disco Ahold International Holdings N.V. Ekono S.A., the fulfillment of which requires the reimbursement of (“DAIH”) and Koninklijke Ahold N.V. (“Ahold”), signed a “Settlement ARG $69,750,000, equivalent to US$ 25,000,000 at the exchange Agreement”, by virtue of which, without recognizing facts or rights rate on May 2, 2003, the date on which Disco made the payment and solely for conciliatory purposes, Ahold paid to WMC the total in pesos. In this case, the parties have concluded the submission and definitive sum of US$ 3,250,000. Also, as a consequence of of evidence and, unless the tribunal determines otherwise, it should that payment, WMC and SPC were required – on their behalf and be resolved before the end of the first quarter of 2011. In Argentina, in representation of their parent, controlled and related companies, Walmart Chile is advised by the law firm Allende & Brea. According their current and previous shareholders, directors, managers, to the latest opinion of the case, “technically there are reasonably staff, sponsors and/or lawyers – to (i) desist from any action or high expectations that Walmart Chile can receive in whole or in claim, of any nature, against Jumbo, DAIH and Ahold relative to Fina ncia l Sta tem ents 137 Wal mar t Chil e 2 011 | Annua l R ep o rt (a) the original case filed by D&S against Ahold in the courts of or cause related to the cases and arbitration mentioned in (a), (b) Haarlem, Kingdom of the Netherlands; (b) the original case filed and (c) previously. Likewise, in virtue of the same agreement, Ahold, by D&S and SPC against DAIH in the courts of the Netherlands DAIH and Jumbo would desist from bringing in the future any kind Antilles; and (c) the arbitration filed originally by D&S against Disco of action or claim against WMC and/or SPC, its parent, controlled S.A. (currently Jumbo) in Buenos Aires, Argentina; (ii) to liberate or related companies, current or previous shareholders, directors, DAIH completely, irrevocably and definitively from the obligations managers and/or staff, for whatever motive or cause related with the that DAIH assumed as guarantor of Disco S.A. (currently Jumbo) cases and the arbitration mentioned in (a), (b) and (c) previously. in the contract for the purchase of shares in Supermercados Ekono Based on this agreement, WMC withdrew its nullity claim against the S.A. of December 23, 1999; (iii) desist from promoting in the future arbitration decision of June 3, 2011 following the arbitration brought any kind of action or claim against Jumbo, DAIH and/or Ahold, against Disco S.A. (currently Jumbo) referred to in (c) previously; their holding, controlled or related companies, current or previous and WMC desisted in bringing the case for appeal before the Court shareholders, directors, managers and/or staff, for whatever motive of Appeals at The Hague in the case referred to in (a) previously”. 28. STAFFING The distribution of Company personnel is as follows for the periods ending December 31, 2011 and December 31, 2010: Staff Walmart Chile S.A. Comercial D&S S.A Retail Business Real Estate Business 12-31-11 12-31-10 12-31-11 12-31-10 12-31-11 12-31-10 12-31-11 12-31-10 Financial Business 12-31-11 Total 12-31-10 12-31-11 12-31-10 Managers and Executives 9 11 79 73 196 171 25 24 25 22 334 301 Professionals and Technicians - - 364 350 2,411 2,206 149 135 146 178 3,070 2,869 Other Staff 1 1 775 776 33,845 33,117 351 374 1,842 1,451 36,814 35,719 10 12 1,218 1,199 36,452 35,494 525 533 2,013 1,651 40,218 38,889 Total 29. ENVIRONMENT Beginning in 2012 the company will modify its inventory valuation method from average cost to the retail method, in which the cost of The company’s investments, while essentially oriented to supporting inventory is determined by deducting from the sale price of the item its business activities, have internalized best environmental practices a percentage of the gross margin associated with each department. related to energy efficiency, waste recycling, transportation, The percentage applied will take into account inventory that has been availability of green spaces and the adoption of environmentally valued below its original sale price. friendly technologies. On January 10, 2012, Presto S.A. received notification of a class action 30. SUBSEQUENT EVENTS suit brought against it by Chile’s National Consumer Service, case number 17556-2011, filed in the 16th Civil Court of Santiago for alleged As of December 2011, inventories are valued at their acquisition cost violation of consumer law. The suit is for an indeterminate amount and or net realizable value, whichever is less. The net realizable value therefore no provisions have been created for it. is the estimated sale value of the inventory in the normal course of business minus all remaining production costs (products produced From January 1, 2012 to the date these financial statements were in-house) and the costs necessary to carry out the sale. The costing issued, no other significant events have occurred. method corresponds to the average weighted price. In-transit inventory is valued at acquisition cost. 138 31. BUSINESS MERGERS fair value of the assets of the companies acquired based on future flows that would be obtained by the synergies mentioned above. This On July 15, 2011 Inversiones Walmart Chile Limitada, a subsidiary of generating goodwill that was recorded by the purchasing company, with Walmart Chile S.A., purchased the remaining 50% interest in the related no intangibles identified that meet the conditions for being recorded companies Alimentos y Servicios S.A. and Inversiones Solpacific S.A., separately. thereby taking 100% control of the abovementioned companies, as the other 50% was already owned by other related companies. a) Alimentos y Servicios S.A. Description of the acquisition process Alimentos y Servicios S.A. was established by public deed on June 26, The company has based its purchasing process for the companies 1995. Its purpose is to a) make, sell and distribute all kinds of foods and Alimentos y Servicios S.A. and Inversiones Solpacific S.A. on its prepared foods and all food products in general, in house or externally; continual search for cost efficiency through the integration of synergies b) purchase, sell import, export, distribute and sell, directly or indirectly, to obtain higher production levels in the companies it acquires, and all kinds of movable goods; and c) in general, directly or indirectly passing on the lower purchase prices for inputs that Walmart Chile perform all acts and celebrate contracts related to this purpose. obtains thanks to commercial agreements it maintains with its suppliers that result from large volume purchases. This strategy allows the The purchase price for 50% of the shares of Alimentos y Servicios company to offer customers the best variety of high-quality products S.A. was ThCh$ 11,822,570. Due to the business merger, goodwill in at the lowest prices. In accordance with the above, in the negotiating the amount of ThCh$ 21,635,197 has been recorded in the financial process the company agreed to pay a purchase price higher than the statements of Walmart Chile S.A. and subsidiaries. SU MMAR IZED STAT E M E NT O F F I NA NC I A L P O S I T I O N AT FA IR VA LU E ON T H E DAT E OF A C QU IS IT ION : ITEM ThCh$ TEM ThCh$ Current assets 16.416.794 Pasivos corrientes 26,111,404 Property, plant and equipment 21.256.905 Pasivos no corrientes 10,068,492 Other non-current assets TOTAL ASSETS 493.640 38.167.339 Patrimonio 1,987,443 Total Liabilities 38,167,339 CONTROLLING INTEREST ThCh$ 1,987,443 D ETER MIN ATIO N O F G O O D W I L L : DETAILS ThCh$ Purchase price Less: Portion purchased 993,722 GOODWILL GENERATED 10,828,848 Plus: Result of successive purchase IFRS3 R Subsequent adjustments of purchase price GOODWILL AT DECEMBER 31, 2011 7,862,214 2,944,135 21,635,197 As allowed under IFRS 3, the value determined for the goodwill is provisional, as the company is now undergoing a more thorough evaluation of the fair value of the assets acquired and liabilities assumed. Fina ncia l Sta tem ents 139 Wal mar t Chil e b) Inversiones Solpacific S.A. The purchase price for 50% of the shares of Inversiones Solpacific 2 011 | Annua l R ep o rt S.A. was ThCh$ 216,694. As a result of the business merger, Walmart Inversiones Solpacific S.A. was established on March 5, 1993 for Chile S.A. has recorded goodwill in the amount of ThCh$ 7,988,234 the purpose of a) investing in all kinds of tangible and intangible in its financial statements. moveable 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. SU MMAR IZED STAT E M E NT O F F I NA NC I A L P O S I T I O N AT FA IR VA LU E ON T H E DAT E OF A C QU IS IT ION : ITEM ThCh$ ITEM Current assets 3,051,952 Pasivos corrientes Property, plant and equipment 3,984,929 Pasivos no corrientes Other non-current assets TOTAL ASSETS 61,653 7,098,534 ThCh$ 11,851,593 3,152,198 Patrimonio (7,905,258) Total Liabilities 7,098,534 CONTROLLING INTEREST ThCh$ (7,905,258) D ETER MIN ATIO N O F G O O D W I L L : DETAILS ThCh$ Purchase price Less: Portion purchased (3,952,629) GOODWILL GENERATED 4,169,323 Plus: Result of successive purchase IFRS3 R 2,863,843 Subsequent adjustments of purchase price 955,068 GOODWILL AT DECEMBER 31, 2011 7,988,234 As allowed under IFRS 3, the value determined for goodwill is provisional as the company is currently being subjected to a more thorough evaluation of the fair value of the assets acquired and liabilities taken on. 32. NON-CURRENT ASSETS OR DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE 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 The balance of non-current assets or disposal groups classified as Metropolitan Region. held for sale as of December 31, 2011 and December 31, 2010 are: The value of the asset held for sale corresponds to the lower value resulting from the comparison between the book value and the DETAILS OF NON-CURRENT ASSETS OR DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE Land ALL NON-CURRENT ASSETS OR DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE 140 12-31-2011 12-31-2010 ThCh$ ThCh$ reasonable value less estimated sale costs, which has not generated effects on income during the fiscal year. 6,158,823 - 6,158,823 - There are no effects on income related to impairment losses on these assets held for sale. FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES INVERSIONES WALMART CHILE LIMITADA and SUBSIDIARIES Con s ol i dat e d f i nancial state ments as of December 3 1 , 2011 an d 2010 CONSOLIDATED CLASSIFIED BALANCE SHEETS A s of D ec e mb e r 3 1 , 2 011 and 2 0 10. Ex p ressed in thousan d s o f C h ilean peso s (Th C h $ ) 12-31-2011 12-31-2010 ThCh$ ThCh$ Cash and cash equivalents 38,023,809 61,873,785 Other current financial assets 40,243,620 - 5,113,740 3,819,596 282,067,917 263,872,074 ASSETS CURRENT ASSETS Other current non-financial assets Current trade and other receivables Current accounts receivable from related companies - 439,771 217,100,494 179,183,149 28,403,084 - 610,952,664 509,188,375 6,158,823 - 6,158,823 509,188,375 617,111,487 509,188,375 Other non-financial, non-current assets 12,798,032 13,976,037 Collection rights, non-current 79,466,270 60,505,529 Inventories Current tax assets Total current assets other than assets or disposal groups classified as held for sale or held for distribution to owners Non-current assets or disposal groups classified as Total current assets or disposal groups classified as held for sale or held for distribution to owner TOTAL CURRENT ASSETS NON-CURRENT ASSETS Investment accounted for using equity method Intangible assets other than goodwill Goodwill - 3,247,444 11,886,142 10,778,791 29,948,810 895,639 Property, plant and equipment 997,264,828 863,894,936 Investment properties 112,358,448 136,120,131 Deferred tax assets 47,054,865 42,193,235 TOTAL NON-CURRENT ASSETS 1,290,777,395 1,131,611,742 TOTAL ASSETS 1,907,888,882 1,640,800,117 THE ACCOMPANYING NOTES 1 TO 3 ARE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS. Fina ncia l Sta tem ents 141 Wal mar t Chil e CONSOLIDATED CLASSIFIED BALANCE SHEETS 2 011 | Annua l R ep o rt A s of D ec e mb e r 3 1 , 2 011 and 2 0 10. Ex p ressed in thousan d s o f C h ilean peso s (Th C h $ ). 12-31-2011 12-31-2010 ThCh$ ThCh$ Other current financial liabilities 47,418,490 42,000,442 Current trade and other payables 441,794,914 351,027,747 Current accounts payable to related companies 421,010,079 314,430,354 7,373,567 5,793,131 LIABILITIES CURRENT LIABILITIES Other short-term provisions Current tax liabilities 27,457,987 2,820,776 Current provisions for employee benefits 28,924,615 24,007,311 6,944,969 37,490,432 980,924,621 777,570,193 115,943,355 103,310,688 7,659,209 7,060,792 Other current, non-financial liabilities TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Other non-current financial liabilities Accounts payable to related companies Other long-term provisions Deferred tax liabilities Non-current provisions for employee benefits - 2,019,140 23,560,575 31,335,255 92,061 - 2,918,129 3,089,303 150,173,329 146,815,178 1,131,097,950 924,385,371 Issued capital 491,854,585 491,854,585 Retained earnings (losses) 157,145,182 97,612,063 Other reserves 106,414,993 106,414,993 755,414,760 695,881,641 Other non-current, non-financial liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES EQUITY EQUITY ATTRIBUTABLE TO CONTROLLING SHAREHOLDERS Equity attributable to minority interest TOTAL EQUITY TOTAL LIABILITIES AND EQUITY 21,376,172 20,533,105 776,790,932 716,414,746 1,907,888,882 1,640,800,117 THE ACCOMPANYING NOTES 1 TO 3 ARE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS 14 2 CONSOLIDATED STATE MENT OF INCOME BY FUNC TION For t he f i s cal y ear s ending on December 31 , 2 011 an d 2010. Ex pressed in th o usan d s o f C h ilean peso s (Th C h $ ) CONSOLIDATED INCOME STATEMENT BY FUNCTION Ordinary revenue Cost of goods sold GROSS INCOME Other income, by function Distribution costs 01-01-2011 01-01-2010 12-31-2011 12-31-2010 ThCh$ ThCh$ 2,617,734,874 2,275,464,293 (1,844,270,729) (1,588,631,620) 773,464,145 686,832,673 10,042,763 775,154 (23,249,381) (17,253,810) (187,143) 377,032 (6,984,717) 2,681,733 Administrative expenses Other expenses, by function Other income (losses) Financial income Financial expenses Share of income (losses) of associated companies and joint ventures accounted for using equity method Exchange rate differences Income per indexation units INCOME (LOSS) BEFORE TAXES Income tax expense 135,873,282 97,150,333 (17,546,898) (10,927,529) 116,482,069 83,643,007 INCOME (LOSS) EARNINGS (LOSS) ATTRIBUTABLE TO: Income (loss) attributable to controlling interest Income (loss) attributable to minority interest INCOME (LOSS) 1,844,315 2,579,797 118,326,384 86,222,804 THE ACCOMPANYING NOTES 1 TO 3 ARE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED COMPREHENSIVE INCOME STATEMENT For t he f i s cal y ear s ending on December 31 , 2 011 an d 2010. Ex pressed in th o usan d s o f C h ilean peso s (Th C h $ ) FOR THE PERIOD ENDING COMPREHENSIVE INCOME STATEMENT 01-01-2011 31-12-2011 Income (loss) 118,326,384 86,222,804 118,326,384 86,222,804 Comprehensive result attributable to controlling interest 116,482,069 83,643,007 Comprehensive income attributable to minority interests 1,844,315 2,579,797 118,326,384 86,222,804 ThCh$ 01-01-2010 31-12-2010 ThCh$ COMPONENTS OF OTHER COMPREHENSIVE INCOME, BEFORE TAXES FOREIGN CURRENCY CONVERSION DIFFERENCES Financial assets available for sale Cash flow hedges Income tax related to components of other comprehensive income Other comprehensive income TOTAL COMPREHENSIVE INCOME COMPREHENSIVE INCOME ATTRIBUTABLE TO TOTAL COMPREHENSIVE INCOME THE ACCOMPANYING NOTES 1 TO 3 ARE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS Fina ncia l Sta tem ents 143 Wal mar t Chil e STATEMENT OF CHANGES IN CONSOLIDATED NET EQUITY 2 011 | Annua l R ep o rt For t he f i s cal y ear s ending Dece mber 31 , 2 011 and 2010. Ex pressed in th o usan d s o f C h ilean peso s (Th C h $ ) ISSUED CAPITAL RESERVES FOR CURRENCY CONVERSION DIFFERENCES 491,854,585 - Increase (decrease) for changes in accounting policies - - - Increase (decrease) for error correction (*) - - 491,854,585 - INITIAL BALANCE CURRENT PERIOD AS OF 01-01-2011 OTHER MISC. RESERVES EQUITY ACCUMULATED ATTRIBUTABLE MINORITY INCOME TOTAL EQUITY TO CONTROLLING INTEREST EQUITY (LOSSES) ENTITIES OTHER RESERVES 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 - - - - - - - - - - - - - - - Profit (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 distributions to owners - - - - (82,900,000) (82,900,000) - (82,900,000) Increase (decrease) for transfers and other changes - - - - - - (1,001,248) (1,001,248) - - - - 59,533,119 59,533,119 843,067 60,376,186 491,854,585 - 106,414,993 106,414,993 157,145,182 755,414,760 21,376,172 776,790,932 Restated initial balance Changes in equity Comprehensive income TOTAL CHANGES IN EQUITY FINAL BALANCE FOR CURRENT PERIOD 31-12-2011 106,414,993 106,414,993 Eq u i t y a s of D ecember 31 , 2 010. RESERVES FOR CURRENCY OTHER MISC. CONVERSION RESERVES DIFFERENCES ISSUED CAPITAL INITIAL BALANCE CURRENT PERIOD AS OF 01-01-2010 OTHER RESERVES ACCUMULATED INCOME (LOSSES) EQUITY ATTRIBUTABLE TO CONTROLLING ENTITIES 491,854,585 - 106,411,307 106,411,307 55,061,958 653,327,850 18,504,807 671,832,657 - - - - - - - - - - - - - - - - 491,854,585 - 106,411,307 106,411,307 55,061,958 18,504,807 671,832,657 - - - - - - - - Comprehensive income - - - - - - - - Profit (loss) - - - - 2,579,797 86,222,804 Other comprehensive income - - - - - - Comprehensive income - - - - - 83,643,007 2,579,797 86,222,804 - - - - (25,092,902) (25,092,902) - - - - (16,000,000) (16,000,000) - (16,000,000) - - 3,686 3,686 - 3,686 (551,499) (547,813) - - 3,686 3,686 42,550,105 42,553,791 2,028,298 44,582,089 491,854,585 - 106,414,993 106,414,993 97,612,063 695,881,641 20,533,105 716,414,746 Increase (decrease) for changes in accounting policies Increase (decrease) for error correction (*) Restated initial balance Changes in equity Dividends Decrease (increase) due to other distributions to owners Increase (decrease) for transfers and other changes TOTAL CHANGES IN EQUITY FINAL BALANCE FOR CURRENT PERIOD 12-31-2010 653,327,850 83,643,007 83,643,007 THE ACCOMPANYING NOTES 1 TO 3 ARE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS 14 4 MINORITY TOTAL EQUITY INTEREST EQUITY - (25,092,902) CONSOLIDATED STATE MENT OF CASH FLOW (INDIREC T METHOD) For t he f i s cal y ear s ending Dece mber 31 , 2 011 and 2010. Ex pressed in th o usan d s o f C h ilean peso s (Th C h $ ) STATEMENT OF CASH FLOW (INDIRECT METHOD) 31-12-2011 31-12-2010 ThCh$ ThCh$ CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Income (loss) 86,222,804 Adjustments to reconcile income (loss) Adjustments for income tax expense 17,546,898 10,927,529 Adjustments for decreases (increases) in inventories (35,333,095) (39,470,208) Adjustments for decreases (increases) in trade accounts receivable (92,891,212) (68,948,020) Adjustments for decrease (increase) in other operating accounts receivable (62,215,640) (5,803,994) Adjustments for increase (decrease) in trade accounts payable 57,744,766 69,317,981 Adjustments for increase (decrease) in other operating accounts payable (4,560,707) 44,301,896 Adjustments for depreciation and amortization expenses 62,279,328 55,414,173 Adjustments for impairment losses (reversal of impairment losses) recorded in income statement for the period Adjustments for provisions Adjustments for unrealized foreign currency exchange differences 1,476,560 - 62,613,264 70,727,741 6,984,717 (2,681,733) Adjustments for minority owners 843,067 2,028,298 Adjustments for non-distributed income from related companies 195,679 (377,032) Adjustments for other non-cash items (20,634,112) (15,857,373) Adjustments for losses (income) from disposal of non-current assets (25,072,611) - 5,931,791 5,617,922 Total adjustments from reconciliation of income (loss) (25,091,307) 125,197,180 NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES 93,235,077 211,419,984 30,000,000 - Other adjustments so that effects on cash are cash flows from investment or financing CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Cash flow from loss of control of subsidiaries or other businesses Cash flow used to obtain control of subsidiaries or other businesses Acquisition of property, plant and equipment Acquisition of intangible assets (12,039,524) - (137,131,121) (91,034,626) (3,659,457) (4,455,258) Loans to related companies - (66,369,999) Other inflows (outflows) of cash - (456,715) (122,830,102) (162,316,598) (82,900,000) (16,000,000) 533,643 14,389,187 NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Cash payments to acquire other equity Proceeds from short-term borrowing Loans to related companies Loan payments Payments of financial lease liabilities Dividends paid 103,918,370 - (9,502,003) (2,223,622) (678,784) (4,786,869) - (25,092,902) Interest paid (5,961,468) (5,509,424) NET CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES 5,409,758 (39,223,630) (24,185,267) 9,879,756 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE EFFECTS OF EXCHANGE RATE EFFECTS OF EXCHANGE RATE VARIATION ON CASH AND CASH EQUIVALENTS Effects on exchange rate on cash and cash equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of period ENDING BALANCE OF CASH AND CASH EQUIVALENTS 335,291 183,697 (23,849,976) 10,063,453 61,873,785 51,810,332 38,023,809 61,873,785 THE ACCOMPANYING NOTES 1 TO 3 ARE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS Fina ncia l Sta tem ents 145 Wal mar t Chil e NOTES TO THE CONSOLIDATE D FINANCIAL STATEMENTS 2 011 | Annua l R ep o rt For t he f i s cal y ear s ending on December 31 , 2 011 an d 2010 1. REPORTING ENTITY 2.2. Basis of measurement Inversiones Walmart Chile Ltda., hereinafter ‘the company,” was These consolidated financial statements have been prepared in established in Chile on November 3, 2006 and is domiciled in the city accordance with the historical cost principle, except for certain of Santiago, Chile. The company’s main line of business is investing financial assets and liabilities, which are valued at fair value. in tangible and intangible property and real estate, such as shares, promissory shares, stocks, bonds or rights in any kind of commercial To prepare these consolidated financial statements in accordance or civil corporation, common ownership ventures or partnerships and/ with IFRS standards, certain critical accounting estimates are used. or in all kinds of instruments and securities. Company management must also exercise judgment in applying the company’s accounting policies. The note on management’s In an extraordinary shareholders meeting held on May 20, 2011, the estimations and critical criteria or judgments identifies areas with company agreed to change its business name from Inversiones D&S a greater degree of judgment or complexity and/or areas in which Chile Ltda. to Inversiones Walmart Chile Ltda. the hypotheses and estimates are significant for the consolidated financial statements. 2. BASIS OF PREPARATION The consolidated financial statements are presented using The main accounting policies used in the preparation of these income statements by function and the cash flow statement using consolidated financial statements are described below.The policies the indirect method. are based on the International Financial Reporting Standards (IFRS) in force on December 31, 2011 and the standards issued by the 2.3. Functional currency and presentation currency Securities and Insurance Supervisor (SVS) applied uniformly to all reporting periods covered in these financial statements. The consolidated financial statements are presented in Chilean pesos, which is both the functional and the presentation currency The information contained in these consolidated financial statements of the company. All companies domiciled in Chile have determined is the responsibility of the Board of Directors of the group, which their functional currency to be Chilean pesos, and the items expressly affirms that has taken note of the information contained included in the financial statements of each entity are measured herein, takes responsibility for the information contained herein in that currency. All information has been presented in thousands and for the application of the IFRS principles and criteria and the of pesos, rounded to the nearest unit unless otherwise indicated. standards issued by the SVS, and has approved these consolidated financial statements for issue on March 28, 2012. 2.4. New standards and interpretations issued but not in force 2.1. Consolidated financial statements The company has adopted all amendments, improvements and These consolidated financial statements of Inversiones Walmart Chile new interpretations issued for existing standards that entered into Ltda. and its subsidiaries for the fiscal year ending on December 31, force during the 2011 fiscal year, before the date on which these 2011 have been prepared in accordance with International Financial consolidated financial statements were issued. Application of these Reporting Standards and their interpretations in force on December new standards and amendments became mandatory as of the dates 31, 2011 and the standards issued by the SVS. specified below: 146 STANDARDS AND AMENDMENTS MANDATORY FOR FISCAL PERIODS BEGINNING: IAS 32 Financial Instruments: Presentation February 1, 2010 IFRS 1 International Financial Reporting Standards adopted for the first time July 1, 2010 IAS 24 (revised) Related party disclosures January 1, 2011 Amendment to IFRS 1 International Financial Reporting Standards adopted for the first time July 1, 2011 Amendment to IFRS 3 (revised) Business mergers July 1, 2010 Amendment to IFRS 7 Financial Instruments: Disclosures July 1, 2010 Amendment to IAS 1 Presentation of financial statements January 1, 2011 Amendment to IAS 27 Consolidated and Separate Financial Statements July 1, 2010 Amendment to IAS 34 Interim Financial Reporting January 1, 2011 INTERPRETATIONS MANDATORY FOR FISCAL PERIODS BEGINNING: IFRIC 14 The limit on a defined benefit asset, minimum funding requirements and their Interaction January 1, 2011 IFRIC 13 Customer Loyalty Programs January 1, 2011 IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments July 1, 2011 The company has not adopted amendments, improvements and/or new interpretations issued for existing standards that had not entered into force as of the date these consolidated financial statements were issued. Application of these is mandatory as of the dates specified below: NEW STANDARDS, IMPROVEMENTS AND AMENDMENTS MANDATORY FOR FISCAL PERIODS BEGINNING: IFRS 7 Financial Instruments: Disclosures January 1, 2013 IFRS 9 Financial Instruments: Classification and measurements January 1, 2012 IFRS 10 Consolidated Financial Statements January 1, 2013 IFRS 11 Joint Arrangements January 1, 2013 IFRS 12 Disclosure of Interests in Other Entities January 1, 2013 IFRS 13 Fair Value Measurement January 1, 2013 IAS 1 Presentation of Financial Statements July 1, 2012 IAS 12 Income Taxes January 1, 2012 IAS 19 Employee benefits January 1, 2013 IAS 28 Investments in Related Companies and Joint ventures January 1, 2013 IAS 32 Financial Instruments: Presentation January 1, 2014 IFRIC 20 INTERPRETATIONS MANDATORY FOR FISCAL PERIODS BEGINNING: Stripping Costs in the production phase of a surface mine January 1, 2013 Company management considers that none of the abovementioned standards will have a significant effect on the consolidated financial statements when applied. Fina ncia l Sta tem ents 147 Wal mar t Chil e 3. SIGNIFICANT ACCOUNTING POLICIES of the scope of minority interests. Any excess cost of acquiring the 2 011 | Annua l R ep o rt company’s interest in the net identifiable assets acquired over and The accounting policies set out below have been applied consistently above fair value is recognized as goodwill purchased. Where the to these consolidated financial statements and to all companies in acquisition cost is lower than the fair value of the net assets of the the group. subsidiary acquired, the difference is recognized directly in the statement of income. 3.1. Basis of consolidation: In the consolidation the balances of inter-company transactions are 3.1.1. Subsidiaries eliminated, as are unrealized income and expenses from transactions Subsidiaries include all entities over which Grupo Inversiones Walmart between consolidated entities. Losses resulting from a transaction Chile has control. When evaluating whether the company has control between consolidated entities are also eliminated, unless the over another entity, the existence and effect of potential voting transaction shows evidence of a loss due to impairment of the asset rights that may currently be exercised or converted are considered. transferred. When necessary, the accounting policies of subsidiaries Subsidiaries are consolidated as of the date on which control is are modified to ensure uniformity with the policies adopted by the transferred and are excluded from the consolidation on the date on Walmart Chile group. which said control ceases. The Company does not have any special purpose entities. The acquisition method is used for recording the purchase of subsidiaries. The acquisition cost is the fair value of assets transferred, 3.1.2. Subsidiary Companies equity instruments issued and liabilities incurred or assumed on the Direct subsidiary companies included in the consolidation are as date of exchange. The identifiable assets acquired and identifiable follows: liabilities and contingencies assumed in a business merger are initially valued at their fair value on the date of acquisition, regardless SHARE PERCENTAGE 12-31-2011 ID NO. COMPANY NAME 96.829.710-4 95.723.000-8 96.519.000-7 01-01-2010 TOTAL DIRECT INDIRECT TOTAL Comercial Walmart Chile S.A. and subsidiaries (*) 99.99 - 99.99 99.99 Walmart Chile Servicios Financieros S.A. and subsidaries (**) 99.99 - 99.99 99.99 Walmart Chile Inmobiliaria S.A. and subsidiary (***) 96.73 - 96.73 96.73 (*) On July 1, 2011 Comercial D&S S.A. changed its business name to Comercial Walmart Chile S.A. The change was approved in an extraordinary shareholders meeting held on April 29, 2011. (**) On July 1, 2011 the company Servicios Financieros D&S S.A. changed its business name to Walmart Chile Servicios Financieros S.A. The change was approved in an extraordinary shareholders meeting held on April 28, 2011. (***) On July 1, 2011 the company S.A. Inmobiliaria, Terrenos y Establecimientos Comerciales changed its business name to Walmart Chile Inmobiliaria S.A. The change was approved in an extraordinary shareholders meeting held on April 27, 2011. 148 In 2011 a reorganization process was undertaken for companies in the Unrealized losses are also eliminated, except where the transaction retail segment that involved the merging of all companies operating provides evidence of loss due to impairment of the asset transferred. under the supermarket and hypermarket formats into two new legal When necessary, the accounting policies of related companies entities that now operate under those formats. The process simplified are modified to ensure uniformity with the policies adopted by the the business structure of Wal-Mart Chile S.A. in order to support the company. company’s growth, streamline taxation, and provide the increased flexibility needed for future business requirements. Diluted earnings and losses from related companies are recognized in the comprehensive income statement. On July 15, 2011 the company acquired the remaining 50% interest in the related companies Alimentos y Servicios S.A. and Inversiones 3.1.4. Transactions and minority interests Solpacific S.A., and therefore these companies are consolidated into It is a policy of Grupo Inversiones Walmart Chile to treat transactions this financial statement. with minority interests as though they were transactions with group shareholders. For minority interests acquired, the difference between All entities in which the company has a controlling interest are any amount paid and the corresponding share of the book value included in the consolidated financial statements. of the net assets acquired from the subsidiary are recognized in equity. Earnings and losses due to write-offs in favor of the minority 3.1.3. Related companies interest are also recognized in equity, while the company maintains a Related companies are all entities over which Grupo Inversiones controlling interest. Walmart Chile exercises significant influence but does not have control. These are generally companies for which the company holds 3.2. Foreign exchange rates and indexation units 20 to 40% of the voting rights. Investment in related companies is recorded using the equity method and is initially recognized by its Assets and liabilities held in foreign currencies and indexation units cost. The Walmart Chile group’s investment in related companies agreed to in UF are presented using the following exchange rate and includes goodwill purchased and identified in the acquisition, net any accrued loss from impairment. DATE Grupo Inversiones Walmart Chile’s share of earnings or losses after the acquisition of its related companies is recorded in the Income CH$ / US$ CH$ / UF 12-31-2010 468.01 21,455.55 12-31-2011 519.20 22,294.03 Statement by Function under the heading “Equity in income (loss) of related companies calculated by the equity method” and its share of equity movements subsequent to the acquisition that are not closing values, respectively: considered income are recorded in the corresponding equity reserves (and are reflected, as appropriate, in other comprehensive income 3.3. Foreign currency transactions statements). Foreign currency transactions are translated using the exchange rate When Grupo Inversiones Walmart Chile has a loss of equity in a related current on the date of the transaction. Monetary assets and liabilities company that is equal to or greater than its equity in the company, expressed in foreign currency on the date of the balance sheet are including any unsecured accounts receivable, Grupo Inversiones translated into Chilean pesos using the exchange rate in effect on Walmart Chile does not record additional losses, provided that it that date. Differences resulting from the translation are recognized in has not incurred any obligations or made payments on behalf of the the income statement by function. Non-monetary assets and liabilities related company. that are measured at the historic cost in a foreign currency are translated using the exchange rate in effect on the transaction date. Unrealized earnings due to transactions between the company and Non-monetary assets and liabilities expressed in foreign currency that any of its related companies are eliminated in proportion to the are valued at fair value are translated into Chilean pesos using the company’s percentage interest in that company. same exchange rate used to determine the fair value. Fina ncia l Sta tem ents 149 Wal mar t Chil e 3.4. Property, plant and equipment an item of property, plant and equipment, as these more precisely 2 011 | Annua l R ep o rt reflect the consumption pattern expected from the future economic Property, plant and equipment are recorded at cost and presented benefits related to an asset. Leased assets are depreciated over net their accrued depreciation and accrued impairment, except for either the lease period or their useful life, whichever is shorter, land, which is not subject to depreciation. unless it is reasonably certain that the group will acquire the asset at the end of the leasing period. The cost includes the price of acquisition and all costs directly related to positioning the asset and arranging the necessary When different parts of a property, plant and equipment item operating conditions envisioned by company management, have different useful lives, they are recorded as separate items including, where applicable, initial estimates of the costs of (important components) of property, plant and equipment. dismantling, removal and/or partial or complete extraction of the asset, as well as rehabilitation of the place in which it is located, The estimated useful lives for current and comparative periods are which is the company’s responsibility. as follows: Constructions or works in progress include, among others, the following aspects incurred during the construction period: * Financial expenses related to external financing that are directly attributable to theconstruction. Capitalized financial expenses Buildings 50 years Terminations 15 years Installations 15-20 years Equipment on properties 15-20 years Exterior works 20 years are obtained by applying the weighted average of the long-term Vehicles 4 years borrowing cost applicable to the average cumulative investment Machines 4-5 years subject to capitalization, not including financing to obtain the asset Furniture and supplies 3-4 years itself, as set out in IAS 23R. * Personnel and other operating expenses directly related to construction. The methods used to calculate depreciation, useful life and residual value are reviewed every fiscal year and adjusted as needed. Expansion, modernization and/or improvement costs that represent Estimates for certain items of property, plant and equipment are an increase in productivity, capacity or efficiency and therefore reviewed regularly. extend the useful life of the property are capitalized as part of the carrying value of the corresponding property. Regular maintenance, When the value of an asset is higher than its estimated recoverable conservation and repair expenses are recorded in the income amount, its value is immediately reduced to its recoverable amount by statement for the fiscal year in which they were incurred. An applying impairment tests. element of property, plant and equipment is written off at the time it is disposed of, or when no future economic benefits are expected Losses and earnings resulting from the sale of property, plant and from its use or disposal. Any earnings or losses resulting from the equipment are calculated by comparing the income obtained with the write-off of an asset (calculated as the difference between the net book value, and are included in the income statement by function. disposal value and the book value of the asset) are included in the income statement by function for the fiscal period in which the 3.5. Investment Properties asset is written off. Investment properties refer to real estate (land and buildings) that Depreciation is calculated based on the depreciable amount, which are held to obtain economic benefit from leasing them or from capital corresponds to the cost of an asset or other amount substituted for appreciation. Investment properties and investment properties under the cost, less its residual value. construction are recorded at cost and are presented net their accrued depreciation and accrued impairment value, except for land, which is Depreciation is recognized in the income statement using the linear depreciation method over the estimated useful life of each part of 150 not subject to depreciation. The acquisition cost and all other costs associated with investment Goodwill is assigned to cash-generating units in order to conduct properties, as well as the effects of depreciation and treatment of impairment testing. Goodwill is distributed among the cash-generating assets being written off, are recorded as described for property, plant units or groups of cash-generating units that are expected to benefit and equipment in point 3.5, above. from the business merger from which the goodwill emerged. The useful economic life estimated for the main types of investment Impairment of purchased goodwill is measured annually. properties are as follows: The increased value resulting from the acquisition of an investment or business merger is posted directly on the income statement by Buildings 50 years Terminations 15 years Installations 15-20 years function. Goodwill has no predefined useful life. 3.6.2. Trademarks and copyrights The residual value of assets, their useful life, and depreciation Trademarks and copyrights have an undefined useful life and are methods used are reviewed on the date of each financial statement recorded at their cost minus accrued impairment loss. Impairment and adjusted as needed by making prospective changes to estimates. testing is conducted annually at the individual level or at the level of the cash-generating unit (CGU). Transfers of investment properties occur only when there is a change of use such as the end of occupation by the owners, the start up 3.6.3. Software programs of an operative lease to another party, or the end of construction or Licenses for software programs acquired are capitalized on the basis development. Investment properties are only transferred when there of the costs incurred to acquire the specific program and prepare it for is a change of use identified by the beginning of occupation by the use, less amortization and losses for accrued impairment. Amortization owner or the beginning of a development with expected sale, and the is calculated on a linear basis and its effect on the income statement fair value on the date of reclassification is converted into its cost for is presented under the item “administrative expenses.” subsequent accounting. The estimated useful lives for current and comparative periods are 4 3.6. Intangible assets to 5 years. 3.6.1. Purchased goodwill When incurred, the cost of developing or maintaining software Goodwill represents the cost of acquisition over and above the programs is recognized as an expense. fair value of Grupo Inversiones Walmart Chile’s interest in the net identifiable assets of subsidiaries or related companies on the date 3.7. Financing costs of acquisition. Goodwill related to the acquisition of subsidiaries is carried as an intangible asset. The cost of interest incurred in the construction of any qualified asset is capitalized over the period required to complete and prepare the Goodwill related to acquisitions of related companies is included under asset for the intended use, as set out in IAS 23R. Other interest costs investment in related companies based on the equity method, and is are recorded in the income statement as expenses. subject to impairment testing of both the value and the total value of the related company. Goodwill is itself also subject to impairment testing annually and is valued at its cost minus accrued impairment losses. Earnings and losses from the sale of an entity include the book value of goodwill related to the entity sold. The cash-generating unit is defined as the smallest group of assets for which an independent cash flow can be identified. In this regard, the company considers that each individual store meets this condition. Fina ncia l Sta tem ents 151 Wal mar t Chil e 3.8. Impairment of non-financial assets where the book value of the asset is not greater than the book value 2 011 | Annua l R ep o rt that would have been determined, net depreciation or amortization, if Assets with an undefined useful life are not subject to amortization no impairment loss had been recognized. and are subject to regular impairment testing to determine loss of value. Assets subject to depreciation or amortization are subject to The goodwill that is included in the book value of an investment in impairment testing where an event or change in circumstances has a related company is not recognized separately and, therefore, no indicated that the book value may not be recoverable. separate impairment testing is performed. In contrast, the total value of the investment in a related company is tested for impairment as For goodwill and intangible assets with undefined useful lives or assets a unique asset when there is objective evidence that the investment not yet available for use, the recoverable value is estimated regularly. may be impaired. The recoverable value of an asset or cash-generating unit is the As indicated in the note on Property, plant and equipment, when the higher value between its value in use and its fair value, minus selling value of an asset is higher than its estimated recoverable value, its costs. To determine value in use, future cash flows are discounted, value is reduced immediately to its recoverable value by recognition estimated at their present value using a before-tax discount rate that of a loss due to impairment. As of December 31, 2011, ThCh$ reflects current market assessments over the time value of money 1,476,560 (ThCh$ 3,464,702 in 2010) was recorded under this and the specific risks of the asset. For the purpose of assessing concept under Property, plant and equipment. impairment, assets that cannot be tested individually are grouped together into the smallest group of assets that generate cash inflows 3.9. Categories of non-derivative financial instruments from continuous use, which are independent of cash inflows from other assets or group of assets (the “cash generating unit”). Subject The Walmart Chile group classifies its financial assets under the to the date of impairment testing for an operating segment, for the following categories: at fair value through profit or loss, loans and purpose of testing impairment of goodwill, cash generating units to accounts receivable, and available for sale. The classification is based which the goodwill has been assigned are grouped together in such a on the purpose for which financial assets are acquired. Company way that the level at which the impairment is tested reflects the lowest management determines which class a financial asset will belong to level at which goodwill is monitored for internal reports. when it is initially recognized. The group’s corporate assets do not generate separate cash inflows. 3.9.1. Financial assets at fair value through profit or loss Where there is any indication that a corporate asset may be impaired, Financial assets at fair value through profit or loss are held for the recoverable value is determined for the cash generating unit to negotiation or designated as fair value financial assets through profit which the corporate asset belongs. or loss when initially recognized. A loss due to impairment is recognized when the book value of an A financial asset is classified in this category when it is acquired asset or of its cash generating unit is higher than its recoverable value. mainly in order to be sold in the short-term. Losses from impairment are recognized in the income statement. Assets in this category are classified as current assets. Losses from impairment recognized in relation to cash generating units are assigned first, in order to reduce the book value of any 3.9.2. Loans and accounts receivable goodwill assigned to those units; the book values of other assets in the Loans and accounts receivable are non-derivative financial assets unit (or group of units) are then reduced on a pro rata basis. with fixed or determinable payments that are not quoted in an active market. Losses due to impairment related to goodwill cannot be reversed. In regard to other assets, impairment losses recognized in previous Assets in this category are classified as current, except for those that periods are evaluated on the date of each balance sheet for any come due more than 12 months after the date of issue of the financial indication that the loss has decreased or disappeared. An impairment statements, which are classified as non-current assets. loss is reversed when a change occurs in the estimations used to determine recoverable value. An impairment loss is reversed only 152 Loans and accounts receivable include trade and other accounts discount rate that exactly balances estimated cash flows receivable receivable and collection rights. or payable for the entire expected period of the financial instrument (or, where appropriate, for a shorter period) with the net book value of 3.9.3. Financial assets available for sale a financial asset or liability. To calculate the effective interest rate, an Financial assets available for sale are non-derivatives in this category entity shall estimate cash flows, taking into account all of the financial or those that are not classified under any other category. instrument’s contractual conditions. They include non-current assets, except those that company Earnings and losses from changes in the fair value of financial assets management has decided to dispose of within 12 months of the date to fair value through profit or loss are included in the income statement of issue of the financial statements. by function for the fiscal period in which the abovementioned changes in fair value occur. 3.9.4. Recognizing and measuring financial assets The acquisition and disposal of financial assets is recognized on the Income from dividends on financial assets at fair value through profit date of negotiation, which is the date on which Grupo Inversiones or loss and those available for sale are recognized in the income Walmart Chile pledges to acquire or dispose of the asset. statement by function in the Other income when Grupo Inversiones Walmart Chile has an established right to receive payment of Financial assets are initially recognized at their fair value plus dividends. transaction costs for all financial assets not carried at fair value through profit or loss. Transaction costs include fees and commissions paid to 3.10. Impairment of financial assets agents (including employees acting as sales agents), consultants and intermediaries, established rates for regulatory agencies and securities A financial asset that is not posted at fair value through profit or loss markets, and taxes and other duties required for the transaction. is evaluated on the date of each balance sheet to determine whether Transaction costs do not include debt premiums or discounts, or not there is objective evidence of impairment. A financial asset financial costs, maintenance costs or internal administration costs. is impaired when objective evidence exists that a loss event has occurred after its initial recognition, and that the loss event has had a Financial assets at fair value through profit or loss are recognized negative effect on future cash flows from the asset that can be reliably initially by their fair value, and transaction costs are carried to the estimated. income statement. Objective evidence that financial assets (including equity instruments) Financial assets are written off when entitlements to receive cash are impaired can include delinquency or non-compliance by the flows from investments have expired or been transferred and Grupo debtor, restructuring of an amount owed to the group under terms Inversiones Walmart Chile has substantially passed on all risks and that the group would not normally consider, indications that a debtor benefits derived from their ownership. or issuer will declare bankruptcy, and/or disappearance of an active market for an instrument. Financial assets available for sale and financial assets at fair value through profit or loss are recorded subsequently at their fair value (with a balancing entry in other comprehensive income statements and income statements, respectively). Loans and accounts receivable are recorded at their amortization cost using the effective interest rate method. The effective interest rate method is a method used to calculate the amortized cost of a financial asset or liability (or of a group of financial assets or liabilities) and to allocate the financial income or expenditure throughout the pertinent period. The effective interest rate is the Fina ncia l Sta tem ents 153 Wal mar t Chil e 2 011 | Annua l R ep o rt Additionally, for an equity instrument investment, a significant or sale. The costing method used is the average weighted price. Goods prolonged decrease in fair value entries below cost represents in transit are valued at their acquisition cost. objective evidence of impairment. In order to adequately record its goods, the company carries out To evaluate collective impairment, the group uses variables based estimations related to inventory reductions and/or obsolescence. on arrears, cash flows related to amounts collected from customers, These estimations are based on historic experience, use a rotating recoveries, customer segments, types of products, the amount of loss set of articles, and are reviewed on the closing date of each financial incurred and comparisons with recognized practices in the financial statement. market, adjusted as considered suitable by management, based on whether current economic and credit conditions make it likely that real 3.12. Trade and other accounts receivable losses will be greater or less than those arising from historic trends. Trade and other accounts receivable are recognized initially at their fair An impairment loss related to a financial asset valued at amortized value (nominal value that includes implicit interest) and subsequently cost is calculated as the difference between the book value of at their amortized cost in accordance with the effective interest rate the asset and the present value of estimated future cash flows, method, less any decrease for impairment of value. discounted to the effective interest rate. Losses are recognized in the income statement and reflected in a provisional account against An estimated impairment loss of trade accounts receivable is accounts receivable (see table of trade and other delinquent accounts established when there is objective evidence that the company will receivable and unpaid with impairment in the note Trade and Other not be able to collect all amounts owed to it under the original terms Accounts Receivable). The interest on the impaired asset continues of the receivable account. Some potential indicators of impairment of to be recognized through a reversal of the effective rate. When a accounts receivable are financial difficulties of the debtor, likelihood subsequent event causes the amount of loss from impairment to that the debtor is going to initiate bankruptcy proceedings or financial decrease, this decrease is reversed in the income statement. restructuring, and breach of contract or payment delinquency, as well as experience with the behavior and characteristics of the overall Losses from impairment of investment instruments available for portfolio. sale are recognized by a transfer from other reserves in equity, net of taxes. The accrued loss that is eliminated from the other For the purposes of assessing and recording impairment, the comprehensive income statement and recognized in the income portfolio is divided into different types of debtors and credits to the statement corresponds to the difference between the acquisition level deemed appropriate. Currently, trade debtors only present cost, net payments of capital and amortization, and the fair value less operations classifiable as consumption, and therefore only this kind of any impairment loss previously recognized in the income statement. information is provided. Changes in impairment attributable to temporary value are reflected as a component of interest income. If, in a subsequent period, the fair Estimating impairment is based on an approach to loss that seeks value of an impaired debt instrument available for sale increases, and to capture objective evidence of impairment of operations, enabling this increase can be objectively linked to an event occurring after the the company to predict that future cash flows will not be received loss from impairment had been recognized in the income statement, as agreed. Expectation of payment, both in regard to amounts and the loss of the income statement will be reversed. Notwithstanding timelines, is also considered, as well as the valuation of those losses the above, any subsequent recovery of the fair value of an equity based on the difference between contracted flows and flows adjusted instrument available for sale is recognized in another income for impairment, and this last item is updated to the effective lending statement by function. interest rate; the amount associated with the estimated impairment is 3.11. Inventories Inventories are valued at the cost of acquisition or net realizable value, whichever is less. The net realizable value represents the estimated sale value of the inventory in the normal course of business, minus all remaining production costs (in-house products) and the costs of 15 4 presented net of trade and other accounts receivable and its effect on directly in the income statement by function, except for income tax income is recognized under administrative expenses. related to entries recognized directly in equity. 3.13. Cash and cash equivalents Current income tax is the tax that the company expects to pay for the year, calculated using current rates in force on the balance sheet date Cash and cash equivalents include cash and bank balances and and also taking into account any adjustments for unpaid taxes from investments in fixed-income mutual fund units that mature in less previous years. than three months. In the financial statements, any overdrafts that exist are classified as loans in current liabilities at amortized cost. Deferred tax is calculated by considering the differences between the book value of assets and liabilities reported for financial purposes and 3.14. Share capital the amounts used for tax purposes. Share capital is represented by corporate rights that have been Deferred taxes are valued at tax rates that are expected to be applied integrally paid. to temporary differences when they are reversed, based on laws already passed or about to be passed on the date of the balance 3.15. Trade and other accounts payable sheet. Deferred tax assets and liabilities are adjusted if there is an enforceable legal right to adjust assets and liabilities to current taxes, Trade and other accounts payable are recognized at amortized cost, and they are related to income taxes applied by the same tax agency which does not differ from their nominal value as the average payment to the same taxable entity, or to different taxable entities, but are deadline is reduced. intended to liquidate current tax assets and liabilities and assets in net form, or their tax assets and liabilities will be realized at the same time. 3.16. Loans and other financial liabilities A deferred tax asset is recognized to the extent that it is likely that Initially, the group recognizes debt instruments issued and financial future taxable earnings will be available against which the asset can liabilities on the date they originated. All other financial liabilities be used. Deferred tax assets are reduced as it becomes less likely that (including liabilities designated at fair value through profit or loss), are the related benefit will be realized. recognized initially on the date of the transaction through which the group adhered to the instrument’s contractual provisions. The group The company does not record deferred taxes on temporary differences writes off a financial liability when its contractual obligations expire or arising from investments in subsidiaries and related companies, as it are cancelled. controls the date on which these will revert and it is unlikely that they will revert in the foreseeable future. Loans, obligations to the public, and financial liabilities of a similar nature are recognized initially at their fair value, net the costs incurred A deferred tax asset is recognized for unrealized tax losses, tax credits in the transaction. Subsequently they are valued at their amortized and temporary deductible differences, to the degree that it is likely cost and any difference between the funds obtained (net the costs that future taxable earnings will be available against which they can to obtain them) and the reimbursement value is recognized in the be used. Deferred tax assets are reviewed on each balance sheet date income statement during the life of the debt, in accordance with the and are reduced as it becomes unlikely that the related tax benefits effective interest rate method. will be realized. 3.17. Income tax and deferred taxes Income tax recorded on the yearly income statement by function includes current and deferred income taxes. Income tax is recognized Fina ncia l Sta tem ents 155 Wal mar t Chil e 2 011 | Annua l R ep o rt 3.18. Employee Benefits 3.20. Revenue from Ordinary Activities Employee benefits are recognized when the company incurs a Ordinary revenue includes the fair value of considerations received current legal or constructive obligation to pay as a result of past or receivable for the sale of goods and services in the company’s service provided by the employee and the obligation can be reliably ordinary activities. Revenue is presented net of sales tax, returns, estimated. rebates and discounts. 3.18.1. Employee Vacation The company recognizes revenue when the amount of revenue can The company recognizes employee vacation expenses as service is be reliably measured; it is likely that the entity will receive future provided. Employee vacation expenses are short-term obligations economic benefits; and the specific conditions for each of the measured on an undiscounted basis. company’s activities have been met. The amount of revenue is not considered to be reliably valued until all of the contingencies related 3.18.2. Incentives to the sale of the good or service have been resolved. The company has an annual employee incentive plan tied to meeting targets and individual contribution to results. Revenue from sale of merchandise is recognized on the income statement when the significant risks and benefits of ownership of the The incentives are either a set figure or a percentage of monthly goods have been transferred to the buyer. Revenue is not recorded if remuneration. Incentives are recognized when payment of the there is significant uncertainty related to collection, associated costs, incentive becomes likely and the amount can be reliably estimated. possible return of goods or continued administrative involvement with the goods. 3.19. Provisions Income from interest and adjustments is accrued on outstanding Provisions are recognized when a present obligation (legal or consumer loans depending on the amount due and is recognized constructive) arises as a result of a past event and disbursement of using the effective interest rate method. The effective interest rate resources, including economic benefits, is likely to be required to is the discount rate that ensures that the cash flows receivable are settle the obligation and the amount of the obligation can be reliably exactly equal to the net book value of the asset. Effective interest estimated. When the group expects that part or all of the provision rate calculations include, when applicable, commissions and other will be reimbursed, for example under an insurance contract, the items paid, such as incremental transaction costs that are directly reimbursement is recognized as a separate asset, but only when the attributable to the transaction. reimbursement is virtually certain. Any provision-related expense is included on the income statement, net of any reimbursement. If The primary operations that generate financial interest income are: the effect of the value of money over time is material, provisions are discounted using a before-tax rate that reflects, when appropriate, * interest on installment credit: this is the interest agreed at the the specific risks of the liability. When provisions are discounted, the effective date of the transaction and is calculated by applying the increase in the provision due to the passage of time is recognized as rate (in base 365) to the unpaid credit balance at the time the a financial cost. installment is invoiced. A provision for onerous contracts is recognized when the economic * Line of credit or revolving interest: This calculation is done on a benefits that the group expects from the contract are less than the daily basis or projected according to a parametrized revolving rate. inevitable costs of complying with contractual obligations. Provisions This interest is charged daily starting on the maturity date and until are recognized at present value of the expected cost of terminating invoicing (inclusive). On the invoicing date, a projection is made the contract or the net expected cost of continuing the contract, of interest from the date following invoicing to the date of maturity. whichever is less. When maturity occurs the next month, the interest is projected to the end of the month, and the second projection is from the first Before establishing a provision, the group recognizes any impairment loss on the assets associated with the contract. 156 day of the month until the day before maturity. * Interest for arrears: this is calculated based on the overdue debt 3.21. Leasing the customer maintains. This calculation is done on a daily basis or projected according to a parametrized arrears rate. This interest 3.21.1. The group as lessee is charged daily starting on the maturity date and until invoicing Financial leases, which substantially transfer all the risks and rewards (inclusive). On the invoicing date, a projection is made of interest incident to ownership of the property to the group, are capitalized at the from the date following invoicing to the date of maturity. When lease’s commencement at the fair value of the leased property or the maturity occurs the next month, the interest is projected to the end present value of minimum lease payments, whichever is lower. Lease of the month, and the second projection is from the first day of the payments are distributed among financing charges and reduction of month until the day before maturity. outstanding leasing obligations to obtain a constant interest rate on the remaining balance of the liability. Financial expenses are charged Revenue from commissions and fees is recognized on the consolidated to the corresponding account on the income statement. income statement using different criteria, depending on the nature of the revenue. Revenue originating from a single act is recorded directly Lease agreements under which the lessor retains a substantial portion in earnings. Revenue originating from transactions or services over of the risks and rewards incident to ownership of the property are time is accrued over the term of the loan. classified as operating leases. Operating lease payments (net of any incentives received from the lessor) are charged to the corresponding Revenue from logistics services that can be reliably estimated is account on the income statement over the term of the lease on a recognized on an accrual basis according to current commercial linear basis. agreements. 3.21.2. The group as lessor Revenue from investment property leases is recognized in income When assets are leased under financial leases, the current value using the linear method, over the term of the leasing period. Other of lease payments is recognized as an account receivable. The services are recognized on an accrual basis, according to the difference in the gross amount payable and the current value of said conditions of contracts and business agreements. amount is recognized as financial income. Walmart Chile has a customer loyalty program called “Mi Club Lider”. Financial lease revenue is recognized over the lease period using Each time a customer purchases a product included in the program, the net investment method, which reflects a constant periodic rate whether at a Walmart Chile store or an associated business, he or she of return. accumulates “Lider pesos”, which can be exchanged for products during the subsequent quarter. Pursuant to IFRS 13, each time a Assets leased to third parties under operating lease contracts are customer purchases a product that accumulates “Lider pesos”, the included in Property, plant and equipment or Investment properties, amount of pesos earned is proportionally assigned to the products as appropriate. purchased, and those “Lider pesos” are recorded as deferred revenue until they are used. Calculation of the amount of deferred revenue to Revenue from operating leases is recognized over the term of the be recorded takes into account the estimated probability that those lease using the linear method. “Lider pesos” will be used. The fair value of “Lider pesos” is equal to the same amount of pesos in the company’s functional currency, the 3.22. Financial information by operating segment Chilean peso. Customers use “Lider pesos” as a payment method for purchases in the company’s stores. An operating segment is a component of the group that engages in business activities from which it may earn revenue and incur expenses, including revenue and expenses related to transactions with other components of the group. Fina ncia l Sta tem ents 157 Wal mar t Chil e The information by segment is presented in a manner consistent with 2 011 | Annua l R ep o rt the internal reports provided by those responsible for the relevant operating decisions. Those executives are responsible for assigning resources and evaluating segment performance. The following have been identified as operating segments for which strategic decisions are made: retail, real estate, and financial services. 3.23. Other non-financial assets Pre-paid lease payments, for the various long-term leases of commercial space, are recorded at historical cost and amortized over the term of the respective contract. 3.24. Financial income and costs Financial income is comprised of income earned on invested funds (including available-for-sale financial assets); dividend income; gains on sales of available-for-sale financial assets; changes in the fair value of a financial asset at fair value, through profit or loss; and gains on hedging instruments that are recognized in income. Interest income is recognized in income at amortized cost, using the effective interest rate method. Dividend income is recognized in income on the date when the group’s right to receive payment is established. Financial costs are comprised of interest expense on loans or financing, rectification of discounts on provisions, changes in fair value of financial assets at reasonable value with changes recorded in income, impairment losses recognized on financial assets and losses on hedging instruments that are recognized in income. Loan costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in income using the effective interest rate method. 3.25. Contingent assets and liabilities A contingent asset is a possible asset arising from past events, that will only be confirmed if one or more uncertain future events occur, and those events are not completely under the company’s control. A contingent liability is a possible obligation arising from past events, that will only be confirmed if one or more uncertain future events occur, and those events are not completely under the company’s control. As of December 31, 2011 and 2010, the company does not have any contingent assets or liabilities recorded. 158 INTERNATIONAL INVESTMENTS D&S LTDA & SUBSIDIARIES Con s ol i dat e d f i nancial state ments as of December 3 1 , 2011 an d 2010 Consolidated Classified Financial Statements A s of D ec e mb e r 3 1 , 2 0 11 and 2 010. Exp ressed in th o usan d s o f C h ilean peso s (Th C h $ ) ASSETS 12-31-2011 12-31-2010 ThCh$ ThCh$ CURRENT ASSETS Cash and cash equivalents Other non-financial assets, current 84,094 99,155 Trade and other accounts receivable, current Accounts receivable from related companies, current Tax assets, current 98,965 - 55,730 1,455,557 1,111,785 33,123 - 1,928,432 1,350,574 Other non-financial assets, non-current 49,672 693,302 Property, plant and equipment 19,692 39,784 Deferred tax assets 31,618 51,404 100,982 784,490 2,029,414 2,135,064 12-31-2011 12-31-2010 ThCh$ ThCh$ TOTAL CURRENT ASSETS NON-CURRENT ASSETS TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES pasivos CORRIENTES Trade and other accounts payable, current Accounts payable to related entities, current Tax liabilities, current 1,216,214 755,217 651,921 6,669 12,058 TOTAL CURRENT LIABILITIES 1,285,218 1,880,193 TOTAL LIABILITIES 1,285,218 1,880,193 EQUITY Share capital 1,243,623 1,243,623 Cumulative income (losses) (400,215) (816,274) Other reserves (100,128) (173,273) 743,280 254,076 EQUITY ATTRIBUTABLE TO OWNERS OF CONTROLLING INTEREST Minority interests TOTAL EQUITY TOTAL EQUITY AND LIABILITIES 916 795 744,196 254,871 2,029,414 2,135,064 NOTES 1 THRU 3 CONSTITUTE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS Fina ncia l Sta tem ents 159 Wal mar t Chil e CONSOLIDATED INCOME STATE MENT BY FUNC TION 2 011 | Annua l R ep o rt A s of D ec e mb e r 3 1 , 2 0 11 and 2 010. Exp ressed in thousan d s o f C h ilean peso s (Th C h $ ) 01-01-2011 01-01-2010 INCOME STATEMENT BY FUNCTION 12-31-2011 12-31-2010 Revenue from ordinary activities 31,458,898 21,544,863 (30,257,378) (20,560,928) 1,201,520 983,935 ThCh$ Sales cost GROSS INCOME Other revenue, by function Administrative expenses Other expenses, by function Financial income Financial costs ThCh$ 3,149 - (651,416) (454,951) (14,826) (175,732) 21,910 - (179,205) (180,223) Exchange rate differences 78,752 46,689 Income (loss) before taxes 459,884 219,718 Income tax expense (43,825) 82,340 Income (loss) from continuous operations 416,059 302,058 416,059 302,049 INCOME (LOSS) ATTRIBUTABLE TO: Income (loss) attributable to owners of controlling interest Income (loss) attributable to minority interests INCOME (LOSS) - 9 416,059 302,058 NOTES 1 THRU 3 CONSTITUTE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED COMPREHENSIVE INCOME STATEMENT A s of D ec e mb e r 3 1 , 2 011 and 2 0 10. Ex p ressed in thousan d s o f C h ilean peso s (Th C h $ ) FOR THE PERIOD FROM COMPREHENSIVE INCOME STATEMENT Income (loss) 01-01-2011 12-31-2011 01-01-2010 12-31-2010 ThCh$ ThCh$ 416,059 302,058 COMPONENTS OF OTHER COMPREHENSIVE INCOME, BEFORE TAXES EXCHANGE RATE DIFFERENCES DUE TO CONVERSION 73,145 122,228 Financial assets available for sale - - Cash flow hedging - - Income taxes related to components of other comprehensive income - - Other comprehensive income - - 489,204 424,286 489,204 424,277 - 9 489,204 424,286 TOTAL COMPREHENSIVE INCOME COMPREHENSIVE INCOME ATTRIBUTABLE TO: Comprehensive income attributable to controlling interest owners Comprehensive income attributable to minority interests TOTAL COMPREHENSIVE INCOME NOTES 1 THRU 3 CONSTITUTE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS 160 STATEMENT OF CONSOLIDATE D NET CHANGES IN EQUITY FOR THE F IS C A L YEA RS ENDING ON DECEMB ER 31 , 2 011 AND 2010. EXPRESSED IN THOUSANDS OF C HILE AN PESOS (THC H$ ) ISSUED CAPITAL Initial balance current period As of 01-01-2011 OTHER RESERVES ACCUMULATED INCOME (LOSSES) EQUITY ATTRIBUTABLE TO CONTROLLING ENTITIES MINORITY TOTAL EQUITY INTEREST EQUITY 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) 254,076 795 254,871 416,059 416,059 - 416,059 489,204 - 489,204 - - 121 121 73,145 416,059 489,204 121 489,325 (100,128) (400,215) 743,280 916 744,196 Increase (decrease) due to changes in accounting policies Increase (decrease) due to correction of errors Restated initial balance RESERVES FOR CURRENCY OTHER MISC. CONVERSION RESERVES DIFFERENCES Changes in equity Comprehensive income Income (loss) Other comprehensive income 73,145 73,145 73,145 Comprehensive income Dividends - Increase (decrease) for transfers and other changes Total changes in equity FINAL BALANCE FOR CURRENT PERIOD 12-31-2011 73,145 - 73,145 1,243,623 (124,174) 24,046 EQU ITY A S OF DECEM B ER 31 , 2 010 RESERVES FOR CURRENCY OTHER MISC. CONVERSION RESERVES DIFFERENCES ISSUED CAPITAL Initial balance current period As of 01-01-2010 OTHER RESERVES ACCUMULATED INCOME (LOSSES) EQUITY ATTRIBUTABLE TO CONTROLLING ENTITIES MINORITY TOTAL EQUITY INTEREST EQUITY 1,243,623 (319,547) 24,046 (295,501) (1,118,323) (170,201) 669 (169,532) Increase (decrease) due to changes in accounting policies - - - - - - - - Increase (decrease) due to correction of errors - - - - - - - - 1,243,623 (319,547) 24,046 (295,501) (1,118,323) (170,201) 669 (169,532) 302,049 9 Restated initial balance Changes in equity Comprehensive income Income (loss) 302,049 Other comprehensive income 122,228 122,228 122,228 Comprehensive income 424,277 Dividends - Increase (decrease) for transfers and other changes - Total changes in equity FINAL BALANCE FOR CURRENT PERIOD 12-31-2010 302,058 122,228 9 424,286 - 117 117 - 122,228 - 122,228 302,049 424,277 126 424,403 1,243,623 (197,319) 24,046 (173,273) (816,274) 254,076 795 254,871 NOTES 1 THRU 3 CONSTITUTE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS Fina ncia l Sta tem ents 161 Wal mar t Chil e 2 011 | Annua l R ep o rt CONSOLIDATED INDIREC T CASH FLOW STATEMENT FOR THE F IS C A L PERIODS ENDED DECEMB ER 31 , 2 011 A ND 2011 . EXPRESSED IN THOUSANDS OF PESOS (Th C h $ ) 12-31-2011 12-31-2010 ThCh$ ThCh$ 416,059 302,058 Adjustments for income tax expense 43,825 (82,340) Adjustments for decreases (increases) in trade accounts receivable 55,730 6,722 580,889 (60,427) NDIRECT CASH FLOW STATEMENT CASH FLOW FROM (USED IN) OPERATIONS ACTIVITIES Income (loss) ADJUSTMENTS FOR INCOME (LOSS) RECONCILIATION Adjustments for decreases (increases) in other accounts receivable from operations activities Adjustments for decreases (increases) in trade accounts payable (692,882) 266,766 - (46,689) Other adjustments for items other than cash 93,358 221,945 TOTAL ADJUSTMENTS FOR RECONCILIATION OF INCOME (LOSS) 80,920 305,977 496,979 608,035 Adjustments for unrealized currency income (losses) NET CASH FLOWS FROM (USED IN) OPERATIONS ACTIVITIES CASH FLOW FROM (USED IN) INVESTMENT ACTIVITIES Loans to related entities NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES 103,296 (269,338) 103,296 (269,338) CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Loan payments to related entities CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE EFFECT OF EXCHANGE RATE FLUCTUATIONS (343,772) (550,543) (343,772) (550,543) 256,503 (211,846) EFFECTS OF EXCHANGE RATE VARIATION 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 beginning of the period CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD NOTES 1 THRU 3 CONSTITUTE AN INTEGRAL PART OF THESE SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS 162 - - 256,503 (211,846) 84,094 295,940 340,597 84,094 Notes to the Consolidated Financial Statements For f i s cal y e ar s e nding December 31 , 2 011 and 2 0 1 0 1. Reporting Entity 2.1. Consolidated Financial Statements Inversiones Internacionales D&S Ltda., henceforth “the company”, The consolidated financial statements for Inversiones Internacionales was formed in Chile on June 12, 2008 in the city of Santiago, Chile. D&S Ltda. and its subsidiaries for the year ended December 31, The purpose of the company is to make investments, directly or 2011 have been prepared in accordance with IFRS and the current indirectly, in Chile and abroad, both tangible and intangible, such as interpretations thereof and the standards provided by the SVS. stocks, futures, bonds, and percentage ownership or other rights to any type of partnerships, whether commercial or civil, communities or 2.2. Bases of Measurement associations, via all types of titles and intangible goods. The consolidated financial statements have been prepared in At the October 27, 2009 Walmart Chile S.A. Board of Directors accordance with the principle of historical cost, with the exception of meeting, the Board agreed to reduce the operations of consolidated valuation of certain financial assets and liabilities, which are valued subsidiaries Comercial D&S Perú S.A. and Inmobiliaria D&S Perú at fair value. S.A.C. Therefore, their future commercial activity will depend on management’s future decisions. IFRS requires that certain critical accounting estimates be used in the preparation of consolidated financial statements. It also requires The following direct subsidiaries form part of the consolidated group: that management exercise its judgment when applying accounting Inmobiliaria D&S Perú S.A.C, Comercial D&S Perú S.A. and South policies to the company. Pacific Trade Limited. The consolidated financial statements were presented using the 2. Preparation Bases Income Statement by Function and the Cash Flow Statement Indirect. The following is a description of the significant accounting policies applied in the preparation of these consolidated financial statements. 2.3. Functional and Presentation Currency The policies have been designed in accordance with International Financial Reporting Standards (IFRS) in effect as of December 31, The consolidated financial statements are presented in company’s 2011 and the standards provided by the Securities and Insurance functional and presentation currency, the Chilean peso. All companies Supervisor (SVS). These standards have been applied to all the based in Chile have established the Chilean peso as their functional periods presented in these financial statements. currency and the items in the financial statements of each entity are measured in that currency. The functional currency of subsidiaries The information contained in these consolidated financial statements based in Peru is the nuevo sol, in accordance with Note 3.4. All of the is the responsibility of the group’s Board of Directors, who have information is presented in thousands of pesos and has been rounded expressly indicated that they have reviewed the financial statements to the nearest whole, unless stated otherwise. and declare themselves responsible for the content of the information presented herein as well as the application of the IFRS principles and criteria and standards provided by the SVS. The Board approved these financial statements for publication on March 28, 2012. Fina ncia l Sta tem ents 163 Wal mar t Chil e 2 011 | Annua l R ep o rt 2.4. New standards and interpretations issued and invalid ones At the date of issuance of these consolidated financial statements, certain amendments, improvements and interpretations to existing standards have been published that have entered into effect during the 2012 fiscal year, and which the company has adopted. Adoption of these standards was mandatory as of the dates indicated below: STANDARDS AND AMENDMENTS REQUIRED APPLICATION FOR FISCAL YEARS STARTED ON: IAS 32 Financial Instruments: Presentation February 1, 2010 IFRS 1 First-time Adoption of International Financial Reporting Standards July 1, 2010 IAS 24 (revised) Disclosure of related parties January 1, 2011 Amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards July 1, 2011 Amendment to IFRS 3 (revised) Business Merger July 1, 2010 Amendment to IFRS 7 Financial Instruments: Disclosures July 1, 2010 Amendment to IAS 1 Presentation of financial statements January 1, 2011 Amendment to IAS 27 Consolidated and separate financial statements July 1, 2010 Amendment to IAS 34 Interim Information January 1, 2011 INTERPRETATIONS REQUIRED APPLICATION FOR FISCAL YEARS STARTED ON: IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction January 1, 2011 IFRIC 13 Customer Loyalty Programs January 1, 2011 IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments July 1, 2010 Likewise, at the date of issuance of these consolidated financial statements, certain amendments, improvements and interpretations to existing standards have been published that have not entered into effect and which the company has not yet adopted. Adoption of these standards is mandatory as of the dates indicated below: NEW STANDARD, IMPROVEMENTS AND AMENDMENTS REQUIRED APPLICATION FOR FISCAL YEARS STARTED ON: IFRIC 7 Financial Instruments: Disclosures January 1, 2013 IFRIC 9 Financial Instruments: Classification and Measurement January 1, 2012 IFRIC 10 Consolidated Financial Statements January 1, 2013 IFRIC 11 Joint Arrangements January 1, 2013 IFRIC 12 Disclosure of Participation in Other Entities January 1, 2013 IFRIC 13 Measurement of Fair Value January 1, 2013 IAS 1 Presentation of Financial Statements July 1, 2012 IAS 12 Income Taxes January 1, 2012 IAS 19 Employee Benefits January 1, 2013 IAS 28 Investments in Associates and Joint Ventures January 1, 2013 IAS 32 Financial Instruments: Presentation January 1, 2014 INTERPRETATIONS REQUIRED APPLICATION FOR FISCAL YEARS STARTED ON: “Stripping Costs” in the Production Phase January 1, 2013 IFRIC 20 The company’s management believes that none of these standards will have a significant effect on the consolidated financial statements when they are applied. 16 4 3. SIGNIFICANT ACCOUNTING POLICIES In consolidation, all balances of inter-company transactions and unrealized expenses and income for transactions between The accounting policies established herein have been applied consolidated entities are eliminated. Losses stemming from a consistently to all consolidated financial statements and have been transaction between consolidated entities are also eliminated unless applied consistently to all group companies. the transaction provides evidence of impairment of the transferred asset. When necessary to ensure consistency with the policies 3.1. Basis of consolidation adopted by the company, the accounting policies of the subsidiaries are modified. 3.1.1. Subsidiaries Subsidiaries are all entities in which Inversiones Internacionales D&S The company does not have any special purpose entities. Ltda. has a controlling interest. When evaluating whether the company owns another entity, consideration is given to the existence and effect 3.1.2. Transactions and non-controlling interest of the possible voting rights currently exercised or convertible. The The group treats transactions with the non-controlling interest as if subsidiaries are consolidated at the date that ownership is transferred they were transactions with shareholders of the group. In the case and are excluded from consolidation at the date that ownership of acquisitions of non-controlling interests, the difference between expires. the payment made and the corresponding share in the book value of the net assets acquired from the subsidiary is recognized in equity. In accounting for the purchase of subsidiaries, the acquisition method Gains and losses due to losses benefitting the minority interest while is used. The acquisition cost is the fair value of the assets given, the maintaining ownership is also recognized in equity. equity instruments issued and the liabilities incurred or assumed at the date of exchange. The identifiable assets acquired and the identifiable 3.2. Related companies and contingent liabilities assumed in a business merger are initially valued at their fair value on the date of acquisition, regardless of the Direct company subsidiaries included in the consolidation are as scope of minority interests. The excess of the acquisition cost over follows: the fair value of the company’s holding in the identifiable net assets acquired is recognized as goodwill. If the acquisition cost is lower than the fair value of the net assets of the acquired subsidiary, the difference is recognized directly in the income statement. SHARE PERCENTAGE 12-31-2011 01-01-2010 TOTAL ID NO. COMPANY NAME DIRECT INDIRECT TOTAL E/O Inmobiliaria D&S Perú S.A.C 99.99 - 99.99 99.99 E/O Comercial D&S Perú S.A. 99.99 - 99.99 99.99 E/O South Pacific Trade Limited. 100 - 100 100 All entities over which there is control are included in the consolidation. No changes have occurred in the perimeter of the consolidation between January 1, 2011, and December 31, 2011. Fina ncia l Sta tem ents 165 Wal mar t Chil e 2 011 | Annua l R ep o rt 3.3. Exchange rates and indexation units 3.5. Property, plants and equipment Foreign currency assets and liabilities and indexation units are Property, plants and equipment are recorded at cost and presented presented at the following exchange rates and closing rates, net of accumulated depreciation and accumulated value respectively: impairment, except for land which is not subject to depreciation. The cost includes the acquisition cost and any cost directly related DATE Ch$ / US$ Ch$ / PEN 12-31-2010 468.01 166.79 12-31-2011 519.20 193.27 with the location of the asset and the conditions necessary for it to operate as provided by management and the initial estimation of any costs involved in dismantling, removing or partially removing the asset or restoring the physical site where it is located, which constitute an obligation for the company. 3.4. Foreign currency transactions The costs of expansion, modernization or improvements that Foreign currency transactions are translated at the exchange increase production, capacity or efficiency and hence extend their rate at the date of transaction. Monetary assets and liabilities useful life are capitalized. Recurrent expenses for maintenance, designated in the foreign currency at the date of the income upkeep and repair are charged to income as an expense of the statement are translated to Chilean pesos at the exchange rate period in which they were incurred. An item from property, plants of this date. Any difference in the exchange rate arising from the and equipment is written off when it is disposed of or no further translation is recognized in the income statement per function. economic benefits are expected from its use or disposal. Any Non-monetary assets and liabilities measured at the historical profit or loss arising from writing off the asset (measured as the cost of foreign currency are translated by using the exchange difference between net value of the disposal and the book value rate at the date of transaction. Non-monetary assets and liabilities of the asset) is included in the income statement per function in denominated in foreign currency and measured at fair value are the year in which the asset was written off. translated into Chilean pesos at the exchange rate at the date when the fair value was determined. Depreciation is calculated on the depreciable amount, which is the cost of an asset or other amount in substitution of the cost, The financial statements of the companies Inmobiliaria D&S less its residual value. Perú S.A.C and Comercial D&S Perú S.A.C whose functional currency is the Peruvian nuevo sol (PEN) and South Pacific Trade Depreciation is recognized in income by using the linear whose functional currency of the U.S. dollar are translated to the depreciation method of the estimated useful lives of each item presentation currency in the following manner: of property, plants and equipment, since these reflect more accurately the expected consumption pattern of future economic * Assets and liabilities presented in each financial statement are benefits of the asset. translated at the closing exchange rate of each period or year; When property, plants and equipment items have different useful * Revenue and expenses of each income statement are translated at the average exchange rate (unless this average is not a reasonable approximation of the cumulative effect of the rates on the transaction dates, in which case revenue and expenses are translated at the rate of the transaction date); and * Any resulting exchange rate differences are recognized as a separate component of equity under Other reserves. 16 6 lives, they are recorded as separate items (important components) under property, plants, and equipment. The estimated useful lives for current and comparative periods Assets in this category are classified as current, except for those with are as follows: a maturity of more than 12 months as of the date of the financial statement in which they are classified as non-current assets. Facilities 15-20 years Vehicles 4 years Machinery 4-5 years Furniture and supplies 3-4 years Loans and accounts receivable include trade and other accounts receivable. 3.6.3. Recognition and measurement of financial assets Acquisition or disposal of financial assets is recognized at the trade date, i.e., the date on which the group undertakes to acquire or sell The methods for determining depreciation, useful lives and the asset. residual values are reviewed each period and adjusted if necessary. Estimations of certain items of property, plants and equipment are Financial assets are initially recognized at fair value plus transaction regularly reviewed. costs for all financial assets not carried at fair value through profit or loss. Transaction costs include fees and commissions paid to agents When the value of an asset is higher than its estimated recoverable (including employees acting as sales agents), advisers, brokers amount, its value is reduced immediately to its recoverable amount and dealers, duties imposed by regulating agencies and securities through application of impairment tests. exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs or internal Gains and losses on the sale of property, plants and equipment are administration costs or holding costs. calculated by comparing the obtained revenue with the book value and are included in the income statement per function. Financial assets at fair value through profit or loss are recognized initially by their fair value, and the transaction costs are recorded in 3.6. Categories of non-derivative financial instruments net income. The group classifies its financial assets into the following categories: Financial assets are written off when the rights to receive cash flows at fair value through profit or loss, loans and accounts receivable from the investments have expired or have been transferred and the and available for sale. The classification depends on the purpose for group has transferred substantially all risks and advantages derived which the financial assets were acquired. Management determines from their ownership. the classification of its financial assets at the time of initial recognition. Financial assets available for sale and financial assets at fair value 3.6.1. Financial assets at fair value through profit or loss through profit or loss are subsequently recorded for their fair value Financial assets at fair value through profit or loss are financial assets (with a balancing entry in Other comprehensive income and income, held for trading or financial assets designated on initial recognition at respectively). fair value through profit or loss. Loans and accounts receivable are recorded at amortized cost using A financial asset is classified in this category if it is mainly acquired for the effective interest method. the purpose of selling it in the short term. The effective interest method is a method of calculating the amortized Assets in this category are classified as current assets. cost of a financial asset or financial liability (or of a group of financial assets or financial liabilities) and of allocating the interest income or 3.6.2. Loans and accounts receivable interest expense over the relevant period. The effective interest rate is Loans and accounts receivable are financial assets with fixed or the discount rate that exactly matches the estimated cash inflows and determinable payments that are not listed on an active market. outflows over the expected life of the financial instrument (or, where appropriate, over a shorter period), with the net carrying amount in the books of the financial asset or financial liability. Fina ncia l Sta tem ents 167 Wal mar t Chil e 2 011 | Annua l R ep o rt When calculating the effective interest rate, an entity shall estimate An estimation is established for impairment losses of trade accounts cash flows considering all contractual conditions of the financial receivable when there is evidence that the company will not be able instruments. to collect all amounts due as per the original terms of the receivables. Some indicators of possible impairment of accounts receivable are Gains and losses from changes in fair value of financial assets at fair financial difficulties of the debtor, the probability that the debtor will value through profit or loss are included in the income statement per enter bankruptcy or initiate a financial reorganization and defaults or function, for the period in which such changes in fair value occurred. arrears on payments, as well as the experience of the performance and characteristics of the collective portfolio. Income for dividends of financial assets at fair value through profit or loss and available for sale, are recognized in the income statement The impairment estimate is based on a loss approach that seeks per function under the item Other Income when the group has the to capture objective evidence of operational impairment suggesting right to receive payment for dividends. that future flows will not be received as agreed. Moreover, payment expectations will be considered, in both the amount and timing and 3.7. Impairment of financial assets the assessment of said losses based on the difference between contractual flows and those adjusted for impairment, discounted at A financial asset not recorded at fair value through profit or loss is the effective interest rate of the loan. Also, the amount associated assessed at the end of each reporting period to determine whether with the impairment estimation is presented net of trade and other there is evidence of impairment. A financial asset is impaired if there accounts receivable and its effect on income is recognized under is evidence that a loss event has occurred after the initial recognition management expenses. of the asset, and that the loss event had a negative effect on future cash flows of that asset that can be estimated reliably. 3.9. Cash and cash equivalents When assessing a collective impairment, the group uses variables Cash and cash equivalents include cash in hand and bank balances. based on arrears, cash flows related to charges made to customers, Bank overdrafts, if any, are classified as loans in current liabilities at recoveries, customer segmentation, product types, the amount of amortized cost in the financial statements. the loss incurred and comparisons with recognized practices in the financial market, adjusted for management’s judgment as to whether 3.10. Share capital the present economic and credit conditions make it likely that the real losses will be more or less than historical trends suggest. Share capital is represented by fully paid-in equity interest. An impairment loss related to a financial asset valued at amortized 3.11. Commercial accounts payable and other accounts cost is calculated as the difference between the book value of the payable asset and the current value of estimated future cash flows, discounted at the effective interest rate. Commercial accounts payable and other accounts payable are recognized at amortized cost, which does not vary from its nominal 3.8. Trade and other accounts receivable value, as its average period for payment is reduced. Trade and other accounts receivable are initially recognized for 3.12. Income tax and deferred taxes their fair value (nominal value including an implicit interest) and subsequently for their amortized cost in accordance with the effective Income tax recorded in the income statement by function for the year interest rate method, minus any decrease for impairment of value. includes current and deferred income tax, determined on the basis of prevailing regulation in the company’s country of origin. 168 Income tax is directly recognized on the income statement by function, of the Company’s activities. Ordinary income is presented net of sales except for income tax related with items directly recognized in equity. tax, returns, rebates and discounts. Current income tax is the estimated tax payable for the year, using tax The Company recognizes revenue when its amount can be reliably rates in force at the balance sheet date and any adjustment to the tax measured, it is probable that future economic benefits flow to the payable with regard to previous years. entity and that specific conditions for each one of the Company’s activities are fulfilled. The amount of income is not considered to Deferred tax is calculated by taking into account the differences be reliably measurable until all contingencies related to the sale or between book value of the assets and liabilities reported for financial service have been resolved. purposes and the amounts used for tax purposes. Revenue from the sales of goods is recognized on the income Deferred tax is measured at tax rates that are expected to apply to statement when the significant risks and rewards of ownership of temporary differences when they are reversed, based on approved the goods are transferred to the buyer. Revenue is not recognized or soon-to-be approved laws at the balance sheet date. Deferred when there are significant uncertainties with respect to collection, tax assets and liabilities are presented in net form if there is an associated costs, possible returns of goods or ongoing administrative enforceable legal right to adjust liabilities and assets for current tax, involvement. and are related with income tax applied by the same authority over the same taxable entity, or different tax entities, but that intend to settle 3.14. Financial information by operating segment assets and liabilities for current tax in net form, or their tax assets and liabilities will be realized at the same time. An operating segment is a component of the company that engages in business activities from which it can earn revenue and incur A deferred tax asset is recognized only to the extent that it is probable expenses, including revenue and expenses relating to transactions it will generate future profit. Deferred tax assets are reduced to the with other components of the same entity. extent that it is no longer probable that the company will realize the related benefit. Segment reporting is presented based on internal information provided to those responsible for taking relevant operating decisions. The company does not record deferred tax over temporary differences These executives are responsible for allocating resources and that arise in investments in subsidiaries and related companies since evaluating the performance of operating segments, in accordance it controls the date when they will be reverted and it is probable they with the provisions of IFRS 8 “Operating Segments”, which has been will not be reversed in the foreseeable future. identified as retail. An asset for deferred tax is recognized for unused tax losses, tax 3.15. Other non-financial assets credits and deductible temporary differences to the extent that it is probable that future taxable profit will be available against which they Advance payments made on leasing operations of premises are can be used. Assets for deferred tax are reviewed at each balance reported at their historical cost and amortized over the duration of the sheet date and reduced to the extent that it is not probable that the respective contracts. benefits for related tax are realized. 3.16. Financial income and financial costs 3.13. Revenue from ordinary activities Financial income is made up of interest income from investments Ordinary revenue includes the fair value of the consideration received (including available-for-sale financial assets) and revenue from the sale or receivable for the sale of goods and services in the ordinary course of available-for-sale financial assets. Interest income is recognized in income statements at amortized cost, using the effective rate method. Fina ncia l Sta tem ents 169 Wal mar t Chil e 2 011 | Annua l R ep o rt Financial costs consist of expenses for interests on loans or financing, uncertain events occur in the future not wholly within the control of changes in the fair value of financial assets and impairment losses the company. recognized in financial assets. Loan costs that are not directly attributable to the acquisition, construction or production of a A contingent liability is a possible obligation that arises from past qualifying fixed asset are recognized in income statements using the events and of which the existence will be confirmed only if one or effective rate method. more uncertain events occur in the future not wholly within the control of the company. 3.17. Contingent assets and liabilities As of December 31, 2011 and 2010 the company does not have any A contingent asset is a possible asset that arises from past events contingent assets or contingent liabilities. and of which the existence will be confirmed only if one or more REASONED ANALYSIS OF THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2011 1. ANALYSIS OF THE FINANCIAL STATEMENTS Walmart Chile S.A.’s consolidated financial statements as of December 31, 2011, reported to the Securities and Insurance Supervisor are prepared according to the accounting principles and standards of the International Financial Reporting Standards (IFRS). INCOME STATEMENT BY FUNCTION 01-01-2011 31-12-2011 % OF REVENUE 01-01-2010 31-12-2010 ThCh$ Ordinary revenue Sales cost % OF REVENUE ThCh$ 2,604,483,217 100.0% 2,276,702,447 100.0% (1,828,092,646) (70.2%) (1,587,648,279) (69.7%) GROSS INCOME 776,390,571 29.8% 689,054,168 30.3% Administrative expenses (558,981,244) (21.5%) (527,162,077) (23.2%) (34,285,416) (1.3%) (27,378,141) (1.2%) 2,252,875 0.1% 986,003 0.0% PRE-TAX INCOME (LOSS) 136,463,299 5.2% 46,620,955 2.0% INCOME (LOSS) 113,904,520 4.4% 41,768,124 1.8% Financial expenses Financial income The income statement as of December 31, 2011 shows earnings of It should be noted that in fiscal year 2010 extraordinary expenses Ch$ 113,905 million compared to earnings of Ch$ 41,768 million amounting to Ch$ 14,211 million were incurred as a result of the for the same period in 2010, including the extraordinary income earthquake. Additionally, in 2011 extraordinary income of Ch$ described in the following paragraph. The increase in income in this 18,341 million was earned from the sale of the company’s interest period compared to the same period last year derives from the 14.4% in the wholesale supermarket company Alvi S.A. and Ch$ 10,726 increase in income and 12.7% growth in gross income. million from the acquisition of the remaining 50% of Alimentos y Servicios S.A. and Inversiones Solpacific S.A., bringing the company’s ownership to 100%. 170 At the end of the 2011 fiscal year the company showed an increase December 2010 period, mainly owing to a 12-point drop in gross retail in income of Ch$ 28,858 million over the same period in 2010, income as a percentage of retail income. discounting for the aforementioned effects. 1.3. Administrative expenses 1.1. Ordinary revenue Administrative expenses for January-December 2011 amounted Ordinary revenue from January to December 2011 was Ch$ to Ch$ 558,981 million, compared to Ch$ 527,162 million for the 2,604,483 million while in the previous year it was Ch$ 2,276,702 same period in 2010, an increase of 6%. This increase is related million, representing a 14.4% increase. The increase resulted mainly to the growth in sales that the company has experienced, while the from a 10.7% nominal increase in comparable store sales plus the efficiency of administrative expenses as a percentage of revenue opening of 41 new stores in 2011, including 13 Acuenta stores, 23 during the January-December 2011 period was 169 basis points Ekono stores, 4 Express stores and 1 Híper store. lower than in the same period the previous year. 1.2. Gross income 1.4. Financial expenses Gross income for the 2011 period was Ch$ 776,391 million, compared Net financial expenses between January 1 and December 31, 2011 to Ch$ 689,054 million in 2010, representing a 12.7% increase. totaled Ch$ 34,285 million, compared to Ch$ 27,378 million for the Gross income as a percentage of revenue dropped by 46 basis points same period in 2010. This represents an increase of 25.2%, mainly in the January to December 2011 period compared to the January to owing to rising interest rates and an 8.4% increase in financial debt compared to the 2010 fiscal year. .2. BALANCE SHEET ANALYSIS The balance sheet as of December 31, 2011 shows a 14.5% increase in current assets compared to December 31, 2010, mainly driven by the 21.2% rise in the inventory item and the 6.2% increase in trade and other accounts receivable. For their part, current liabilities were 33.7% higher as of December 31, 2011 than at December 31, due to a 57.8% rise in current financial liabilities and a 25.7% rise in trade and other accounts receivable. Balance Summary Current Assets 12-31-2011 12-31-2010 Variation ThCh$ ThCh$ % 625,100,557 545,739,474 1,349,666,331 1,206,739,346 11.8% 1,974,766,888 1,752,478,820 12.7% Current Liabilities 677,305,470 506,418,200 33.7% Non-current Liabilities 657,135,136 664,316,420 (1.1%) 1,334,440,606 1,170,734,620 14.0% 640,326,282 581,744,200 10.1% 1,974,766,888 1,752,478,820 12.7% Non-current Assets TOTAL ASSETS TOTAL LIABILITIES Equity TOTAL LIABILITIES AND EQUITY 14.5% Fina ncia l Sta tem ents 17 1 PRINCIPAL INDICATORS 2 011 | Annua l R ep o rt Wal mar t Chil e The principal financial indicators of the balance sheet and income statement as of December 31, 2011 are as follows: 12-31-2011 12-31-2010 DEBT INDICATORS Total Liabilities Millions of Ch$ 1,334,441 1,170,735 Financial Debt Millions of Ch$ 469,435 432,895 0.74 Financial Debt/Equity Times 0.73 Total Liabilities/ Total Assets Times 0.68 0.67 50.8% 43.3% Current Liabilities / Total Liabilities % LIQUIDITY INDICATORS Liquidity Ratio Times 0.92 1.08 Acid test ratio Times 0.60 0.72 EFFICIENCY AND PROFITABILITY INDICATORS Coverage of Financial Expenses* Return on Equity Return on Assets Times % 4.96 7.2% 5.8% 2.4% After-tax Income (Loss) Millions of Ch$ 113,904,520 41,768,124 EBITDA (including extraordinary events) Millions of Ch$ 233,218 130,982 9% 5.8% EBITDA Margin % 7.28 17.8% % *EBITDA / FINANCIAL EXPENSES 2.1. Assets 2.2.1. Financing Activities On September 28, 2006, Walmart Chile S.A. restructured its financial As of December 31, 2011 the company had assets amounting to Ch$ liabilities by signing a long-term syndicated loan with Banco Santander, 1,974,767 million compared to Ch$ 1,752,479 million in December Banco Estado, Banco BBVA and Citibank N.A., thereby concentrating 2010, an increase of 12.7% that is attributable to a 14.5% increase in a major portion of its short-term and long-term loans into a single loan current assets and an 11.8% rise in non-current assets, which were in that will mature in March 2014. Banco Santander is the lead bank in turn affected by the 6.2% rise in trade and other accounts receivable, a the operation and Banco Estado is the agency bank. 21.2% increase in inventories, and a 13.3% increase in property, plant and equipment. On May 20, 2010, Walmart Chile S.A. restructured its financial liabilities by signing a long-term syndicated loan with Banco de Chile, Banco 2.2. Liabilities Santander and Banco BBVA, thereby concentrating 100% of its shortterm loans as well as the syndicated loan signed on May 22, 2008 with Total liabilities as of December 31, 2011 amounted to Ch$ 1,334,441 Banco de Chile, Banco BBVA, Scotiabank, Banco Itaú, Corpbanca and million, compared to Ch$ 1,170,735 million as of December 31, 2010, Banco Santander, which matured on May 22, 2010, into a single loan representing an increase of 14%. This change is due fundamentally to that matures in May 2013. the 33.7% increase in current liabilities, which in turn was influenced by a 57.8% rise in other current financial liabilities and a 25.7% 2.3. Debt ratio rise in trade and other accounts receivable. 25,7%. Financial debt, understood as debt owed to banks, third parties, lending institutions, The financial debt to equity ratio fell from 0.74 in December 2010 to and other creditors from the purchase of land, increased by 8.4% 0.73 in December 2011 as a result of scheduled amortizations of equity compared to December 31, 2010, due to a 3.91% increase generated carried out in 2011 in the amount of Ch$ 25,315 million. by the correction of the UF and a 54.1% increase in debt from higher imports as of December 2011. Non-current financial debt dropped by 3.4% compared to December 2010. 17 2 2.4. Current ratio 3. BOOK VALUE AND MARKET VALUE OF ASSETS The current ratio or liquidity ratio measures the ratio of current assets to Asset values are presented in accordance with the principles and current liabilities, and was 0.92 as of December 31, 2011, compared standards of the International Financial Reporting Standards (IFRS) to 1.08 as of December 31, 2010. The decline was driven by a 57.8% issued by the International Accounting Standards Board (IASB). Based increase in other current financial liabilities and an increase of 25.7% on estimations and projections, we have reviewed the value of property, in trade and other accounts receivable. plants and equipment, investment properties, intangible assets other than goodwill and other non-financial assets maintained and used 2.5. Acid test ratio over the long term to determine whether there has been an ongoing decrease in their value, when events or circumstances have indicated The acid test ratio, a liquidity indicator that is stricter than current ratio that the book value of these assets may not be recoverable. as it does not consider inventories among current assets, decreased from 0.72 as of December 31, 2010 to 0.6 as of December 31, 2011. The company’s policy is to adjust for impairments of the abovementioned assets that have been discontinued. When the 2.6. Coverage of financial expenses value of an asset is higher than its estimated recoverable amount, its value is reduced immediately to the recoverable amount through The EBITDA-to-interest coverage ratio was 7.28 for the period spanning recognition of impairment loss. As of December 31, 2011, ThCh$ January to December 2011, compared to 4.96 for the same period the 1,476,560 was recognized for Property, plant and equipment loss year before. This variation is due to a 78.1% increase in EBITDA. It while in 2010, ThCh$ 3,464,702 was recognized for the same item. should be noted that the EBITDA margin for 2011 was 9% of revenue from ordinary activities, compared to 5.8% for the same period the 4. MARKET RISK ANALYSIS previous year. The company’s investments in securities traded on the market involve 2.7. Profitability ratios a certain degree of risk. Our company’s investment managers must carefully consider the following risk factors and other information Profitability ratios improved over the same period last year. As of included in this complementary information, as well as examine December 31, 2011, return on equity was 17.8%, compared to 7.2% the annual reports of the company and/or any additional reported for the same period the previous year, while the return on total assets information. was 5.8%, compared to 2.4% for the same period the year before. This variation can be explained mainly by the higher profits in 2011 The main elements of risk that the company faces to its development compared to the previous year, which amounted to Ch$ 113,905 and their limiting factors are: million and include the effects of extraordinary profits in the amount of Ch$ 29,067 million. 4.1. Competition 2.8. Earnings per share The supermarket industry is highly competitive and therefore tends towards lower margins. The number and type of competitors and Earnings per share as of December 31, 2011 were Ch$ 17.47, degree of competition vary, depending on price, quality, variety of compared to $ 6.4 as of December 31, 2010. This increase is due to products, and customer service and care, among other variables. the income obtained in 2011, which amounted to Ch$ 113,905 million Given the strength of its brand, positioning, cost structure, and strategic compared to Ch$ 41,768 million the previous year. development, the company is in a good position to face the current level of competition and even a potential future increase in competition that may be caused by the entry of new participants and/or by more intense competition from current market players. Fina ncia l Sta tem ents 17 3 Wal mar t Chil e 4.2. Market Participants capital expansions at an acceptable cost will depend to a large degree 2 011 | Annua l R ep o rt on market conditions, over which the company has no control. The company competes in the supermarket industry with different formats, including its Ekono convenience stores, LIDER Express 4.5. Exposure to market factors supermarkets, LIDER hypermarkets and Bodega Acuenta. Each of these formats has current and potential competitors. Walmart Chile’s The company is exposed to different market variations including major competitors in the area of retail sales are as follows: Cencosud, interest rate and exchange rate fluctuations. which operates the Jumbo and Santa Isabel brands; Falabella, operating the Tottus and San Francisco brands; SMU S.A., which operates the brands Unimarc, Deca, Covarrubias, El Pilar, La Estrella, Palmira, Los Naranjos, Euro Market, Puerto Cristo, Ribeiro, Hiper Más, Las Brujas, 4.6. Interest rate risk exposure Bryc, Korlaet, El Loro, Bigger, FullFresh, Diproc, Tucapel, Keymarket mayorista 10, OK Market, Alvi Mayorista, and Muñoz Hermanos. There The company has a low level of exposure to fluctuations in market are also some minor competitors. interest rates, as a significant percentage of its debt is structured at a fixed rate, either directly or through derivative contracts. One of the company’s strongest tools for facing both current and potential competition is its clear low-price positioning strategy, which Performing a sensitivity analysis on the company’s portion of variable has enabled it to continue as the industry leader. rate debt, the effect on our income under a scenario in which rates were 10% higher than they are at present would require payment of 4.3. Concentration of activities ThCh$ 1,298 more interest as of December 31, 2011. Overall, 53.4% of the company’s operations are concentrated in the The company has a cross currency swap in place that allows it to Metropolitan Region with plans for further expansion to other cities transform its debt in pesos into UF and from a variable rate to a of Chile. fixed rate. 4.4. Availability of capital for future expansion 4.7. Exchange rate risk exposure Company management cannot be absolutely sure that the company The company constantly assesses the advantage of covering the gap will generate sufficient cash flow from its operations or obtain external between assets and liabilities in U.S. dollars by monitoring the market sources of financing that are sufficient to finance the investments needed and obtaining expert advice, in order to minimize the risk of a significant for future expansion. The company’s ability to access financial markets rise in the exchange rate that could cause a loss for the company. to obtain the capital needed to finance its operations and necessary 5. Main Components of Cash Flow Statement ESTADO DE FLUJOS DE EFECTIVO Acumulado Diciembre Acumulado Diciembre Variación 2011 2010 % Flujo Neto Actividades de Operación 138,669,632 199,963,982 (31%) Flujo Neto Actividades Financiación (55,668,170) (127,706,692) (56%) Flujo Neto Actividades Inversión (121,592,466) (95,343,299) 28% Disminución Efectivo Y Efectivo Equivalente (38,591,004) (23,086,009) 67% The Company generated free cash flow of Ch$ 177,260 million, which was used to pay dividends of Ch$ 32,955 million and financial debts of Ch$ 22,713 million, and to make investments in the amount of Ch$ 121,592 million, given the company’s growth plans. 174 SIGNIFICANT EVENTS Complementary information to the Consolidated Financial Statements as of December 31, 2011 and 2010. 1) On January 21, 2011, the company reported the following MATERIAL EVENT: * In the context of the sale of 100% of its shares in ALVI Supermercados Mayoristas S.A. (“ALVI”) to SMU S.A. (“SMU”), the termination of the ALVI shareholders agreement dated October 13, 2005 between the former shareholders and the reciprocal final settlement of the rights and responsibilities established under same, on the date that Walmart Chile sold its entire interest in ALVI to SMU, which amounted to 35% of the shares of that company. * The total consideration received by Walmart Chile was Ch$ 30,000 million, with Walmart Chile recording in its financial statements after-tax earnings of approximately Ch$ 14,850 million. 2) On March 2, 2011, the company reported the following MATERIAL EVENT: Walmart Chile has taken note of the following: The resignation of the Director of Walmart Chile, Mr. Wyman Atwell, from his position, effective today, Wednesday March 2. The company thanks Mr. Atwell and values contributions made during his term. 3) On March 8, 2011, the company reported the following MATERIAL EVENT: Mrs. Claire Babineaux-Fontenot has been appointed Director of the Company, replacing Mr. Wyman Atwell. 4) On May 16, 2011, the company reported the following MATERIAL EVENT: Mr. Mario José Medina, currently Chief Financial Officer of Walmart Chile, was recently appointed Chief Financial Officer of Walmart China. Mrs. Olga González, who is currently Vice President of Internal Audit Services for Walmart Stores Latin America, has been appointed to replace Mr. Medina. Additionally, Mr. José Antonio Fernández has been appointed Chief Operating Officer of the Company. The positions mentioned above report directly to the CEO of the company. 5) On September 1, 2011, the company reported the following MATERIAL EVENT: Mr. José Luis Rodríguez Macedo has submitted his resignation to the Board of Directors of the company, and Mr. José María Urquiza was appointed to replace him. The company thanks Mr. Rodríguez Macedo for his valuable contribution while in office and welcomes Mr. José María Urquiza. Fina ncia l Sta tem ents 175