S.A.C.I. Falabella - Estados Financieros Proforma IFRS
Transcription
S.A.C.I. Falabella - Estados Financieros Proforma IFRS
S.A.C.I. Falabella and Subsidiaries Consolidated Financial Statements December 31, 2012 (Translation of financial statements originally issued in Spanish—See Note 2.1.) (Translation of financial statements originally issued in Spanish – see Note 2.1) (Translation of financial statements originally issued in Spanish – see Note 2.1) ThCh$ - Thousand Chilean pesos Contents Page Consolidated Classified Statement of Financial Position ........................................................................................ 6 Consolidated Statement of Comprehensive Income by Function ............................................................................ 8 Consolidated Statement of Changes in Equity ..................................................................................................... 10 Consolidated Statements of Cash Flows (Direct Method) ……..……….. ............................................................. .12 Notes to the Consolidated Classified Financial Statements ……………………………..……..…….. ..................... .13 Note 1 – Company Information .............................................................................................................................. 12 Note 2 – Summary of Significant Accounting Policies............................................................................................ 13 2.1. Basis of preparation of the financial statements.............................................................................................. 13 2.2. Presentation currency and functional currency ............................................................................................... 13 2.3. Period covered by the financial statements..................................................................................................... 14 2.4. Basis of consolidation of the financial statements ........................................................................................... 14 2.5. Conversion of foreign subsidiaries .................................................................................................................. 23 2.6. Foreign currency conversion ........................................................................................................................... 23 2.7. Financial information by operating segment.................................................................................................... 23 2.8. Investments in Associates............................................................................................................................... 26 2.9. Property, plant and equipment ........................................................................................................................ 26 2.10. Investment properties.................................................................................................................................... 27 2.11. Goodwill ........................................................................................................................................................ 28 2.12. Other intangible assets ................................................................................................................................. 28 2.13. Impairment of non-current assets ................................................................................................................. 29 2.14. Inventories .................................................................................................................................................... 29 2.15. Assets classified as held for sale and discontinued operations .................................................................... 29 2.16. Financial instruments .................................................................................................................................... 29 2.16.1. Financial assets ......................................................................................................................................... 30 2.16.2. Financial liabilities ...................................................................................................................................... 31 2.16.3. Financial derivatives and hedge instruments ............................................................................................. 31 2.16.4. Offsetting of financial instruments .............................................................................................................. 31 2.17. Leases .......................................................................................................................................................... 31 2.18. Provisions ..................................................................................................................................................... 32 2.19. Minimum dividend ......................................................................................................................................... 32 2.20. Defined employee benefits plans .................................................................................................................. 32 2.21. Share-based compensation plans ................................................................................................................. 32 2.22. Revenue recognition ..................................................................................................................................... 33 2.23. Cost of sales ................................................................................................................................................. 33 2.24. Income taxes ................................................................................................................................................. 33 2.25. Deferred income............................................................................................................................................ 34 2.26. Use of estimates, judgment and key assumptions ........................................................................................ 34 2.27 New accounting pronouncements (IFRS and Interpretations of the IFRS Interpretations Committee) .......... 36 Note 3 – Cash and Cash Equivalents .................................................................................................................... 40 Note 4 – Other Current Financial Assets ............................................................................................................... 42 Note 5 – Other Current Non-financial Assets ......................................................................................................... 43 Note 6 – Consolidated Trade Accounts Receivable ............................................................................................... 44 Note 7 – Accounts Receivable from and Payable to Related Entities .................................................................... 62 Note 8 – Inventories ............................................................................................................................................... 65 Note 9 – Current Tax Assets and Liabilities for Non-banking Business and Banking Services ............................. 66 Note 10 – Current and Deferred Income Taxes ..................................................................................................... 67 Note 11 – Investments in Associates ..................................................................................................................... 73 Note 12 – Intangible Assets ................................................................................................................................... 76 Note 13 – Goodwill ................................................................................................................................................. 81 Note 14 – Property, Plant and Equipment .............................................................................................................. 83 Note 15 – Investment Properties............................................................................................................................ 93 Note 16 – Other Non-financial Non-current Assets ................................................................................................ 95 Note 17 – Other Assets - Banking Services ........................................................................................................... 96 Note 18 – Other Current and Non-current Financial Liabilities ............................................................................... 97 Note 19 – Current and Non-current Trade and Other Accounts Payable ............................................................. 116 Note 20 – Current and Non-current Non-banking and Banking Services Provisions ........................................... 117 Note 21 – Current and Non-current Employee Benefits Provisions ..................................................................... 120 Note 22 – Other Current and Non-current Non-financial Liabilities ...................................................................... 123 Note 23 – Deposits and Other Time Deposits Banking Services ......................................................................... 124 Note 24 – Obligations with Banks - Banking Services ......................................................................................... 125 Note 25 – Debt Instruments Issued - Banking Services ....................................................................................... 128 Note 26 - Other Bank Liabilities ........................................................................................................................... 130 Note 27 - Revenue from Continuing Operations ................................................................................................. 131 Note 28 – Cost of Continuing Operations ............................................................................................................ 133 Note 29 – Administrative Expenses ..................................................................................................................... 135 Note 30 – Finance Costs and Indexation Units .................................................................................................... 136 Note 31 – Other Profits (Losses).......................................................................................................................... 137 Note 32 – Earnings per Share.............................................................................................................................. 138 Note 33 – Financial Instruments and Financial Risk Management ...................................................................... 139 Note 34 – Capital ................................................................................................................................................. 159 Note 35 – Financial Information by Segment ....................................................................................................... 162 Note 36 – Contingencies, Lawsuits and Other ..................................................................................................... 167 Note 37 – Guarantees Committed and Obtained from Third Parties ................................................................... 169 Note 38 – Environment ........................................................................................................................................ 170 Note 39 – Main Financial Covenants ................................................................................................................... 172 Note 40 – Events Occurred After the Balance Sheet Date .................................................................................. 185 Consolidated Classified Statement of Financial Position (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note No. Assets Non-banking Businesses (Presentation) Current assets Cash and cash equivalents Other financial assets Other non-financial assets Trade and other accounts receivable Accounts receivable from related companies Inventory Tax assets Dec-31-12 ThCh$ 196,947,322 27,114,616 55,467,152 1,206,369,024 1,731,157 762,392,640 45,250,886 123,038,609 39,476,178 46,221,971 1,162,050,456 906,386 675,769,150 37,717,088 2,295,272,797 2,085,179,838 4,902,070 - 4,902,070 - 2,300,174,867 2,085,179,838 1,263,823 21,285,678 177,875,284 152,885 135,636,671 164,472,911 260,273,967 1,483,181,464 1,745,895,892 48,292,370 105,757 21,065,938 222,367,279 375,638 110,061,027 157,605,013 260,273,967 1,360,179,417 1,601,517,448 41,542,775 Total Non-current Assets 4,038,330,945 3,775,094,259 Total Assets – Non-banking Business 6,338,505,812 5,860,274,097 213,614,465 8,345,725 277,278,831 1,993,650 1,712,831,227 11,408,395 1,900,837 12,028,323 34,932,237 1,747,961 11,552,465 13,079,745 178,105,226 7,848,591 163,871,354 17,022,941 15,996,505 1,467,337,177 1,903,868 2,018,986 10,994,416 27,339,685 4,046,574 8,765,431 12,286,433 Total Bank Services Assets 2,300,713,861 1,917,537,187 Total Assets 8,639,219,673 7,777,811,284 Total of current assets different from those assets or disposal groups classified as held for sale or as held for distribution to owners Non-current Assets classified as held for sale 3 4 5 6 7 8 9 Dec-31-11 ThCh$ 2.15 Non-current assets or disposal groups classified as held for sale or as held for distribution to owners Total Current Assets Non-current Assets Other financial assets Other non-financial assets Accounts receivable Accounts receivable from related companies Investments accounted for using the equity method Intangible assets other than goodwill Goodwill Property, plant and equipment Investment properties Deferred tax assets Banking Services Assets (Presentation) Cash and bank deposits Transactions with settlement in progress Financial assets held for trading Financial derivative contracts Due from banks Loans and accounts receivable from clients Investment instruments available for sale Investments in companies Intangibles Property, plant and equipment Current taxes Deferred taxes Other assets 16 6 7 11 12 13 14 15 10 3 3 3 6 6 11 12 14 9 10 17 The accompanying notes 1 to 40 form an integral part of these consolidated financial statements. 5 Consolidated Classified Statement of Financial Position (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note No. Net Equity and Liabilities Non-banking Business (Presentation) Current Liabilities Other financial liabilities Trade and other accounts payable Accounts payable to related parties Other current provisions Current tax liabilities Employee benefits provisions Other non-financial liabilities 18 19 7 20 9 21 22 Total Current Liabilities Non-current Liabilities Other financial liabilities Other liabilities Other long-term provisions Deferred tax liabilities Employee benefits provision Other non-financial liabilities Total Non-current Liabilities 18 19 20 10 21 22 Total Non-banking Business Liabilities Banking Services Liabilities (Presentation) Deposits and other demand liabilities Transactions with settlement in progress Repurchase agreements Time deposits and other term deposits Financial derivative contracts Due to banks Debt instruments issued Other financial obligations Current taxes Deferred taxes Provisions Other liabilities Total Banking Services Liabilities 3 3 23 24 25 25 9 10 20 26 Total Liabilities Net Equity Issued capital Retained earnings Share premium Other reserves Equity attributable to owners of the parent 34 34 34 Dec-31-12 ThCh$ Dec-31-11 ThCh$ 554,711,146 763,710,346 2,738,135 5,335,294 15,236,455 78,450,109 102,548,855 435,741,245 683,089,986 2,507,453 6,938,534 26,891,577 70,601,929 99,399,209 1,522,730,340 1,325,169,933 1,448,357,171 1,291,587 642,123 246,097,658 13,613,418 21,737,428 1,344,398,152 4,410,861 556,284 208,849,854 11,690,576 20,692,940 1,731,739,385 1,590,598,667 3,254,469,725 2,915,768,600 123,394,143 5,203,546 1,198,011,919 2,801,133 15,702,165 310,170,091 207,040,530 1,991,446 4,994,054 4,154,988 36,912,888 99,254,859 6,288,617 3,799,092 834,014,060 14,218,180 81,290,305 268,120,441 218,974,382 708,633 5,057,612 2,490,277 28,933,751 1,910,376,903 1,563,150,209 5,164,846,628 4,478,918,809 529,966,655 2,396,861,551 59,607,170 (101,165,604) 527,253,518 2,179,075,464 26,572,387 (13,924,990) 2,885,269,772 2,718,976,379 589,103,273 579,916,096 Total Equity 3,474,373,045 3,298,892,475 Total Equity and Liabilities 8,639,219,673 7,777,811,284 Non-controlling interests The accompanying notes 1 to 40 form an integral part of these consolidated financial statements. 6 Consolidated Statement of Comprehensive Income (Translation of a consolidated financial statements issued in Spanish – see Note 2.1) Note No. Statement of Income Non-banking Business (Presentation) Revenue from continuing operations Cost of sales Gross Profit Distribution costs Administrative expenses Other expenses, by function Other gains (losses) Financial income Financial costs Equity interest in profits (losses) of associates and joint ventures accounted for using the equity method Foreign currency translation Income in indexation units Profit (Loss), before Taxes Income tax expense Profit (loss) from Non-banking Business Banking Services (Presentation) Interest and indexation income Interest and indexation expenses Net Income from Interest and Indexation Fee income Fee expenses Net Fee Income Net income from financial operations Net exchange gains (losses) Other operating income Provision for loan losses Total Operating Income, net Employee remunerations and expenses Administrative expenses Depreciation and amortization Other operating expenses Total Operating Expenses Operating Income Income from investments in companies Income before Income Taxes Income tax Profit (Loss) from Banking Services Profit (Loss) Profit (loss), Attributable to: Owners of the parent Non-controlling interests Profit (Loss) Earnings per share Basic earnings per share Basic earnings (loss) per share from continuing operations Basic Earnings (Loss) per Share Diluted Earnings per Share From continuing operations Diluted Earnings (Loss) per Share 27 28 29 31 30 11 For the year ended Dec-31-12 ThCh$ For the year ended Dec-31-11 ThCh$ 5,491,439,750 4,810,689,220 (3,691,316,361) (3,180,724,494) 1,800,123,389 1,629,964,726 (80,002,405) (65,469,673) (1,061,983,069) (890,096,254) (94,572,049) (87,764,743) 4,914,693 16,674,443 7,522,051 7,025,502 (78,827,346) (68,759,577) 20,085,694 12,588,030 (148,831) (23,374,981) 493,737,146 (127,197,160) 366,539,986 (3,311,277) (32,358,245) 518,492,932 (99,278,206) 419,214,726 334,894,575 (107,448,450) 227,446,125 70,107,380 (16,332,823) 53,774,557 8,614,731 1,505,204 11,153,324 (101,120,929) 201,373,012 (60,502,307) (65,632,477) (10,546,391) (6,706,473) (143,387,648) 57,985,364 363,445 58,348,809 (15,536,037) 42,812,772 409,352,758 262,922,114 (84,365,326) 178,556,788 60,967,545 (12,209,606) 48,757,939 11,199,446 (2,645,503) 9,509,811 (58,889,701) 186,488,780 (50,095,372) (61,060,470) (8,049,068) (4,445,928) (123,650,838) 62,837,942 498,997 63,336,939 (14,879,248) 48,457,691 467,672,417 32 371,060,080 38,292,678 409,352,758 423,046,166 44,626,251 467,672,417 32 0.1536 0.1536 0.1759 0.1759 32 0.1521 0.1521 0.1732 0.1732 30 10 27 28 27 28 28 29 29 29 29 11 10 The accompanying notes 1 to 40 form an integral part of these consolidated financial statements 7 Consolidated Statement of Comprehensive Income (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Statement of Comprehensive Income For the year ended as of Dec-31-12 For the year ended as of Dec-31-11 ThCh$ ThCh$ 409,352,758 467,672,417 Profits (losses) on foreign currency translation, before taxes (15,775,694) 67,432,367 Other comprehensive income, before taxes, foreign currency translation (15,775,694) 67,432,367 - - (2,883,532) 75,658 Profit (loss) Components of other comprehensive income, before taxes Foreign currency translation Profits (losses) on new measurement of financial assets available for sale, before taxes Other comprehensive income before taxes, financial assets available for sale Cash flow hedges Profits (losses) on cash flow hedges, before taxes Other comprehensive income, before taxes, cash flow hedges (2,883,532) 75,658 Other components of other comprehensive income, before taxes Income taxes related to components of other comprehensive income Income taxes related to cash flow hedges on other comprehensive income (18,659,226) 67,508,025 576,706 (15,132) 576,706 (15,132) Other comprehensive income (18,082,520) 67,492,893 Total comprehensive income 391,270,238 535,165,310 355,956,517 479,911,188 35,313,721 55,254,122 391,270,238 535,165,310 Sum of income taxes related to components of other comprehensive income Comprehensive income attributable to: Owners of the parent Non-controlling interests Total Comprehensive Income The accompanying notes 1 to 40 form an integral part of these consolidated financial statements. 8 Statement of Changes in Net Equity (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) a) The Statement of Changes in Equity for the year ended as of December 31, 2012 is as follows: Issued capital Beginning balance at 01/01/2012 Changes in equity 527,253,518 Share Premium 26,572,387 Foreign currency translation reserve (39,627,043) Cash flow hedge reserve Other miscellaneous reserves (2,219,397) 27,921,450 Equity attributable to owners of the parent (13,924,990) 2,179,075,464 2,718,976,379 Other reserves Retained earnings (losses) Noncontrolling interest 579,916,096 Total equity 3,298,892,475 Comprehensive income Profit (loss) 371,060,080 Other comprehensive income Comprehensive income Equity issuance 2,713,137 (12,700,186) (2,403,377) (15,103,563) (12,700,186) (2,403,377) (15,103,563) Ending Balance at 12/31/2012 b) 38,292,678 409.352.758 (2,978,957) (18.082.520) 355,956,517 35,313,721 391.270.238 35,747,920 16,317,353 52,065,273 (114,506,471) (114,506,471) (9,981,357) (124,487,828) (38,767,522) (110,904,573) 371,060,080 33,034,783 Dividends Increase (decrease) due to transfers and other changes Total changes in equity 371,060,080 (15,103,563) (72,137,051) (72,137,051) (87,240,614) 2,713,137 33,034,783 (12,700,186) (2,403,377) (72,137,051) 217,786,087 166,293,393 (32,462,540) 9,187,177 529,966,655 59,607,170 (52,327,229) (4,622,774) (44,215,601) (101,165,604) 2,396,861,551 2,885,269,772 589,103,273 (143,367,113) 175,480,570 3,474,373,045 For the year ended as of December 31, 2011 the Statement of Changes in Equity is detailed as follows: Issued capital Beginning Balance at 01/01/2011 Changes in equity 526,798,286 Share Premium 20,984,541 Foreign currency translation reserve (96,381,358) Cash flow hedge reserve (2,330,104) Other miscellaneous reserves 25,140,110 Other reserves Retained earnings (losses) (73,571,352) 1,903,236,665 Equity attributable to owners of the parent 2,377,448,140 423,046,166 Noncontrolling interest Total equity 518,282,040 2,895,730,180 423,046,166 44,626,251 467.672.417 56,865,022 10,627,871 67.492.893 479,911,188 55,254,122 535.165.310 Comprehensive income Profit (loss) Other comprehensive income Comprehensive income Equity issuance 455,232 56,754,315 110,707 56,865,022 56,754,315 110,707 56,865,022 Dividends Increase (decrease) due to transfers and other changes Total changes in equity Ending Balance at 12/31/2011 423,046,166 5,587,846 2,781,340 2,781,340 6,043,078 6,043,078 (92,472,359) (92,472,359) (92,472,359) (54,735,008) (51,953,668) 6,379,934 (45.573.734) 455,232 5,587,846 56,754,315 110,707 2,781,340 59,646,362 275,838,799 341,528,239 61,634,056 403,162,295 527,253,518 26,572,387 (39,627,043) (2,219,397) 27,921,450 (13,924,990) 2,179,075,464 2,718,976,379 579,916,096 3,298,892,475 The accompanying notes 1 to 40 form an integral part of these consolidated financial statements. 9 Consolidated Statement of Cash Flows (Direct Method) (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) SVS Statement of Cash Flows, Direct Method Statement of cash flows Cash flows provided by (used in) operating activities Non-banking Business (Presentation) Classes of proceeds from operating activities Proceeds from sale of goods and providing services Classes of payments Payment to suppliers for supplying goods and services Payments to and on account of employees Income taxes refunded (paid) Other cash inflows (outflows) Subtotal net cash flows provided by (used in) Non-banking Business operating activities Banking Services (Presentation) Consolidated net income (loss) for the period Charges (credits) to income that do not involve cash movements: Depreciation and amortization Credit risk provision Other charges (credits) that do not involve significant cash flow movements Net change in interest, indexations and fees accrued on assets and liabilities Changes in assets and liabilities that affect operating cash flow: Net (increase) decrease in owed from banks Net increase in loans and accounts receivable from clients Net (increase) decrease in instruments held for trading Increase in deposits and other demand obligations Increase in deposits and other term deposits Other Subtotal net cash flows provided by (used in) Banking Services operating activities Net cash flows provided by operating activities Cash flows provided by (used in) investing activities Non-banking Business (Presentation) Cash flows used in the purchase of non-controlling interests Loans to related entities Proceeds from disposal of property, plant and equipment Additions to property, plant and equipment Additions to intangible assets Proceeds from other long-term assets Additions to other long-term assets Cash advances and loans to third parties Dividends received Interest received Other cash inflows (outflows) Subtotal net cash flows used in investing activities in the Non-banking Business Dec-31-12 ThCh$ Dec-31-11 ThCh$ 5,187,561,152 4,150,443,775 (3,624,499,851) (568,464,970) (114,321,814) (93,875,176) 786,399,341 (2,939,088,018) (464,757,638) (122,835,535) (91,889,142) 531,873,442 42,812,772 48,457,691 10,293,952 117,997,667 10,727,282 2,489,491 8,048,565 81,226,816 29,662,748 203,261 16,002,266 (274,737,433) (59,686,166) 116,164,286 230,141,569 (66,299,659) 145,906,027 932,305,368 (16,002,266) (423,945,628) 2,537,181 70,981,277 243,229,736 (72,732,557) (28,333,176) 503,540,266 (103,204,568) (466,547) 9,135,076 (310,361,483) (17,866,976) 49,267 (190,444,058) (1,441) 4,359,044 6,028,122 14,503,099 (588,270,465) (8,853,264) 17,594,070 (203,916,146) (10,355,416) 793,533 (102,625,452) (1,554) 2,673,753 5,604,269 21,594,993 (277,491,214) 10 Consolidated Statement of Cash Flows (Direct Method) (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Banking Services (Presentation) Net (Increase) decrease in investment securities available for sale Additions to property, plant and equipment Disposal of property, plant and equipment Investments in associates Other Subtotal net cash flows provided by (used in) Banking Services investing activities Net cash flows provided by (used in) investing activities Cash flows provided by (used in) financing activities Non-banking Business (Presentation) Proceeds from issuance of shares Proceeds from long-term loans Proceeds from short-term loans Total proceeds from loans Loan from related parties Loan payments Payment of financial lease liabilities Dividends paid Interest paid Other cash inflows (outflows) Subtotal net cash flows provided by (used in) Non-banking Business financing activities Banking Services (Presentation) Issuance of letters of credit Redemption of letters of credit Bonds issuance Payments of bonds Other long-term loans Other Subtotal net cash flows provided by (used in) Banking Services financing activities Net cash flows used in financing activities Net increase in cash and cash equivalents, before the effect of changes in the exchange rate Effects of changes in the exchange rate on cash and cash equivalents Effects of changes in the exchange rate on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 1,772,802 (17,934,162) 1,051,052 (1,234,438) (11,644,995) (27,989,741) (1,410,204) (14,364,051) 5,712 (2,045) (3,602,555) (19,373,143) (616,260,206) (296,864,357) 35,747,921 249,973,752 1,204,790,676 1,454,764,428 (1,352,354,106) (10,165,046) (191,410,123) (47,867,088) (10,662,913) (121,946,927) 6,043,079 186,546,119 894,281,635 1,080,827,754 263,856 (1,040,610,089) (13,044,365) (233,744,406) (44,440,625) (6,121,065) (250,825,861) (6,772,097) 59,750,971 (13,006,459) 7,538,220 (76,192,073) (28,681,438) (150,628,365) 165,416,797 12,857,541 105,101,202 47,958,798 8,406,934 174,324,475 (76,501,386) 130,174,523 (4,047,831) 161,368,966 407,923,302 569,292,268 15,013,005 145,187,528 262,735,774 407,923,302 The accompanying notes 1 to 40 form an integral part of these consolidated financial statements. 11 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 1 – Company Information S.A.C.I. Falabella (the ―Parent Company‖) is a Publicly Traded Company established in Santiago, Chile on March 19, 1937 in accordance with Law No. 18,046. Its formation was legally authorized by Supreme Decree No. 1,424 of April 14, 1937. The Company is registered in the Securities Registry under No. 582 and is subject to the supervision of the Superintendency of Securities and Insurance of Chile (―SVS‖). Its main offices and legal domicile are located at Rosas 1665, Santiago, Chile. The subsidiaries registered in the Securities Registry of the SVS and the Registry of the Chilean Superintendency of Banks and Financial Institutions (―SBIF‖) are detailed as follows: SUBSIDIARIES TAXPAYER ID Sodimac S.A. Plaza S.A. Banco Falabella Promotora CMR Falabella S.A. 96.792.430 – K 76.017.019 – 4 96.509.660 – 4 90.743.000 – 6 REGISTRATION No. 850 1,028 051 1092 S.A.C.I. Falabella and its subsidiaries (hereinafter the ―Company‖ or ―the Group‖) have operations in Chile, Argentina, Peru and Colombia. The Company‘s business is composed of the sale of a varied array of products including retail sale of clothing, accessories, home products, electronics, beauty products and others. It addition it sells retail and wholesale construction and home improvement products, hardware, tools, kitchen accessories, bathroom, gardening and decoration as well as food products in Supermarkets. It also operates in the real estate segment through constructions, administration, management, operation, leasing and subleasing stores and malls, and is renowned for providing an integral supply of goods and services in world class malls, participating with the main commercial operators present in the countries where it operates. In addition it participates in other businesses that support its main business such as financial services (CMR, insurance broker and bank), and in textile manufacturing (Mavesa, Italmod). As of December 31, 2012 and as of December 31, 2011, the group has the following number of employees: COUNTRY Chile Peru Argentina Colombia TOTAL Main Executives 12.31.2012 54,559 23,918 5,195 12,614 96,286 2,857 12.31.2011 49,232 20,260 4,994 10,079 84,565 2,519 12 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 2 – Summary of Significant Accounting Policies 2.1. Basis of preparation of the financial statements These consolidated financial statements of S.A.C.I. Falabella and subsidiaries comprise the consolidated classified statements of financial position, statements of comprehensive income by function, statements of changes in net equity and cash flows prepared using the direct method for the years ended as of December 31, 2012 and 2011, and their corresponding notes which have been prepared and presented in accordance with International Financial Reporting Standards (―IFRS‖), considering the requirements for additional information from the Superintendency of Securities and Insurance of Chile (―SVS‖) which do not contradict IFRS. For the convenience of the reader, these financial statements and their accompanying notes have been translated from Spanish to English. The consolidated financial statements have been prepared on the basis of historical cost, except for certain financial instruments, employee benefits obligations and share-based payment obligations, which are measured at fair value. The preparation of these consolidated financial statements in accordance with IFRS requires the use of estimates and critical assumptions that affect the reported amounts of certain assets and liabilities, as well as certain income and expenses. It also requires that management exercise judgment in the process of applying the Company‘s accounting policies. Subsection 2.26 discloses the areas that imply a greater degree of judgment or complexity or the areas where the assumptions and estimates are significant for the Consolidated Financial Statements. The Company uses a mixed presentation criteria, separating the balances of the companies with a banking line of business from the rest of the consolidated. The companies of the Falabella Group with a banking line of business which were included in this separation are: Banco Falabella Chile, Banco Falabella Peru and Banco Falabella Colombia. The consolidated financial statements of S.A.C.I. Falabella for the year ended December 31, 2011 were approved by its Board of Directors during a meeting held on March 6, 2012 and subsequently presented for the consideration of the General Shareholders‘ Meeting held on April 24, 2012 which finally approved them. Certain items of the financial statements from the previous year have been reclassified for the purpose of assuring the comparability with the current year presentation. Reclassifications of the statement of financial position and statement of income are not significant. 2.2. Presentation currency and functional currency The Consolidated Financial Statements are presented in Chilean pesos, which is the functional currency of the parent company S.A.C.I. Falabella and the Group‘s presentation currency. Chilean pesos are rounded to the closest thousand pesos. Each of the Group‘s entities has determined its own functional currency in accordance with the requirements of IAS 21 ―The Effects of Changes in Foreign Exchange Exchange Rates‖ and the items included in the financial statements of each entity are measured using that functional currency. 13 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 2.3. Period covered by the financial statements The consolidated financial statements comprise the statements of financial position, the statement of comprehensive income, the statements of cash flows and the statements of changes in equity for the years ended as of December 31, 2012 and 2011. 2.4. Basis of consolidation of the financial statements The consolidated financial statements comprise the financial statements of the parent company and its subsidiaries, including all its assets, liabilities, income, expenses and cash flows after performing the adjustments and eliminations related to transactions between the companies that form part of the consolidation. The consolidated financial statements also include special purpose entities created in asset securitization processes, for which the Company has not transferred all the risks of associated assets and liabilities. Subsidiaries are all companies over which the parent company has control, whether directly or indirectly, over their financial and operating policies, in accordance with International Accounting Standard (IAS) 27 ―Consolidated and Separate Financial Statements‖. According to this standard, control is presumed when there is ownership of more than 50% of the voting rights of the decision making organizations of an entity. The non-controlling interest represents the portion of net assets and net income or losses that are not property of the Group, which is presented separately in the statement of comprehensive income and in shareholders‘ equity in the consolidated statement of financial position. The acquisition of subsidiaries is recorded in accordance with IFRS 3 ―Business Combinations‖ using the acquisition method. This method requires recognition of identifiable assets (including intangible assets not previously recognized and goodwill) and business liabilities acquired at fair value on the date of acquisition. The non-controlling interest is recognized by the share of the minority shareholders in the fair values of recognized assets and liabilities. The excess of the acquisition cost over the fair value of the Company‘s share in the net identifiable assets acquired, is recognized as Goodwill. If the cost of acquisition is lower than the fair value of the net assets of the acquired subsidiary, the difference is recognized directly in the statement of income. The Company has not consolidated the financial statements of Aventura Plaza S.A. which is located in Peru where it directly and indirectly owns 60% interest (49% effective participation on 2012 and 47% on 2011), since it does not have control in accordance with IAS 27. The investment in Aventura Plaza has been recorded using the equity method in accordance with IAS 28 ―Investments in Associates‖. Included in consolidation are the subsidiaries of subsidiaries in which the group has control, even when the final consolidated level represents less than 50% participation. The financial statements of subsidiaries have been prepared on the same date as the parent company and uniform accounting policies have been applied, considering the specific nature of each line of business. 14 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Subsidiaries included in the consolidation are detailed as follows: PERCENTAGE OF INTEREST NAME OF SUBSIDIARY TAXPAYER ID 12-31-12 12-31-12 12-31-12 12-31-11 DIRECT INDIRECT TOTAL TOTAL % % % % COUNTRY OF ORIGIN FUNCTIONAL CURRENCY 99.500.360-0 HOMETRADING S.A. 86.079 13.921 100.000 100.000 CHILE CLP 76.020.391-2 INVERSIONES FALABELLA LTDA. 99.978 0.022 100.000 100.000 CHILE CLP 99.593.960-6 DESARROLLOS INMOBILIARIOS S. p A. - 100.000 100.000 100.000 CHILE CLP 76.020.385-8 INVERSIONES PARMIN S. p A. 100.000 - 100.000 100.000 CHILE CLP 0-E FALABELLA SUCURSAL URUGUAY S.A. 100.000 - 100.000 100.000 CLP 0-E FALLBROOKS PROPERTIES LTD - 99.999 99.999 99.999 URUGUAY I.V. Británicas 99.556.170-0 SOCIEDAD DE RENTAS FALABELLA S.A. - 100.000 100.000 100.000 CHILE CLP 76.882.330-8 NUEVOS DESARROLLOS S.A. (EX-PLAZA ALAMEDA S.A.) - 45.940 45.940 45.940 CHILE CLP 99.555.550-6 PLAZA ANTOFAGASTA S.A. - 59.278 59.278 59.278 CHILE CLP 76.882.090-2 PLAZA CORDILLERA S.A. - 45.940 45.940 45.940 CHILE CLP 96.653.660-8 PLAZA DEL TRÉBOL S.A. - 59.278 59.278 59.278 CHILE CLP 96.795.700-3 PLAZA LA SERENA S.A. - 59.278 59.278 59.278 CHILE CLP 96.653.650-0 PLAZA OESTE S.A. - 59.278 59.278 59.278 CHILE CLP 76.017.019-4 PLAZA S.A. - 59.278 59.278 59.278 CHILE CLP 76.882.200-K PLAZA SAN BERNARDO S.A. - 45.940 45.940 45.940 CHILE CLP 76.034.238-6 PLAZA S. p A. - 59.278 59.278 59.278 CHILE CLP 96.791.560-2 PLAZA TOBALABA S.A. - 59.278 59.278 59.278 CHILE CLP 76.677.940-9 PLAZA VALPARAÍSO S.A. - 45.940 45.940 45.940 CHILE CLP 96.538.230-5 PLAZA VESPUCIO S.A. - 59.278 59.278 59.278 CHILE CLP 76.099.956-3 SERVICIOS GENERALES CATEDRAL LTDA. - 88.000 88.000 88.000 CHILE CLP 79.990.670-8 - 59.278 59.278 59.278 CHILE CLP 76.883.720-1 ADMINISTRADORA PLAZA VESPUCIO S.A. DESARROLLOS E INVERSIONES INTERNACIONALES S.A. - 59.278 59.278 59.278 CHILE CLP 99.564.380-4 DESARROLLOS URBANOS S.A. - 45.940 45.940 45.940 CHILE CLP 76.299.850-5 INVERSIONES PLAZA LTDA. (EX INV. ALCALÁ) - 59.000 59.000 59.000 CHILE CLP 76.044.159-7 AUTOPLAZA S.A. - 59.000 59.000 59.000 CHILE CLP 76.020.487-0 AGRÍCOLA Y COMERCIAL RÍO CHAMIZA S.A. - 45.940 45.940 45.940 CHILE CLP 96.792.430-K SODIMAC S.A. - 100.000 100.000 100.000 CHILE CLP 99.556.180-8 - 100.000 100.000 100.000 CHILE CLP SODIMAC TRES S.A. CLP 15 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) PERCENTAGE OF INTEREST NAME OF SUBSIDIARY TAXPAYER ID 12-31-12 12-31-12 12-31-12 12-31-11 DIRECT INDIRECT TOTAL TOTAL % % % % COUNTRY OF ORIGIN FUNCTIONAL CURRENCY 96.678.300-1 A.T.C. LTDA. - 100.000 100.000 100.000 CHILE CLP 79.530.610-2 COMERCIALIZADORA E IMPORTADORA IMPOMAC LTDA. - 100.000 100.000 100.000 CHILE CLP 96.681.010-6 TRAINEEMAC S.A. - 100.000 100.000 100.000 CHILE CLP 76.054.094-3 INVERSIONES SODMIN S. p A. - 100.000 100.000 100.000 CHILE CLP 76.054.151-6 TRAINEEMAC NUEVA S.A. - 100.000 100.000 100.000 CHILE CLP 78.582.500-4 HOME LET S.A. - 100.000 100.000 100.000 CHILE CLP 96.520.050-9 HOMECENTER S.A. - 100.000 100.000 100.000 CHILE CLP 76.821.330-5 IMPERIAL S.A. - 60.000 60.000 60.000 CHILE CLP 0-E CENTRO HOGAR SODIMAC ARGENTINA S.A. - 100.000 100.000 100.000 ARGENTINA ARS 79.553.230-7 SOC. DE CRÉDITOS COMERCIALES LTDA. - 100.000 100.000 100.000 CHILE CLP 96.665.150-4 SODILOG S.A. - 100.000 100.000 100.000 CHILE CLP 78.611.350-4 SERVICIOS DE COBRANZA CYSER LTDA. - 100.000 100.000 100.000 CHILE CLP 76.007.327-K INVERSIONES VENSER DOS LTDA. - 100.000 100.000 100.000 CHILE CLP 76.033.206-2 INVERSIONES Y PRESTACIONES VENSER UNO LTDA. - 100.000 100.000 100.000 CHILE CLP 76.033.208-9 INVERSIONES Y PRESTACIONES VENSER DOS LTDA. - 100.000 100.000 100.000 CHILE CLP 76.033.211-9 INVERSIONES Y PRESTACIONES VENSER TRES LTDA. - 100.000 100.000 100.000 CHILE CLP 76.222.370-8 SERVICIOS GENERALES BASCUÑÁN LTDA. - 100.000 100.000 100.000 CHILE CLP 76.015.722-8 ALAMEDA LTDA. - 100.000 100.000 100.000 CHILE CLP 76.644.120-3 APORTA LTDA. - 100.000 100.000 100.000 CHILE CLP 76.046.439-2 APYSER RETAIL S. p A. - 100.000 100.000 100.000 CHILE CLP 76.665.890-3 CALE LTDA. - 100.000 100.000 100.000 CHILE CLP 76.661.890-1 CERRILLOS LTDA. - 88.000 88.000 88.000 CHILE CLP 76.662.120-1 CERRO COLORADO LTDA. - 88.000 88.000 88.000 CHILE CLP 76.910.520-4 COLINA LTDA. - 88.000 88.000 88.000 CHILE CLP 96.579.870-6 ECOCYCSA LTDA. - 100.000 100.000 100.000 CHILE CLP 76.033.452-9 EL BOSQUE LTDA. - 88.000 88.000 88.000 CHILE CLP 76.014.726-5 ESTACIÓN CENTRAL LTDA. - 88.000 88.000 88.000 CHILE CLP 76.009.382-3 MANQUEHUE LTDA. - 100.000 100.000 100.000 CHILE CLP 76.811.460-9 MELIPILLA LTDA. - 100.000 100.000 100.000 CHILE CLP 16 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) PERCENTAGE OF INTEREST NAME OF SUBSIDIARY TAXPAYER ID 12-31-12 12-31-12 12-31-12 12-31-11 DIRECT INDIRECT TOTAL TOTAL % % % % COUNTRY OF ORIGIN FUNCTIONAL CURRENCY 76.012.536-9 MULTIBRANDS LTDA. - 100..000 100..000 100..000 CHILE CLP 76.973.030-3 PUNTA ARENAS LTDA. - 100.000 100.000 100.000 CHILE CLP 76.033.294-1 SAN BERNARDO LTDA. - 100.000 100.000 100.000 CHILE CLP 76.033.466-9 SAN FERNANDO LTDA. - 88.000 88.000 88.000 CHILE CLP 76.767.330-2 ANTOFAGASTA CENTRO LTDA. - 88.000 88.000 88.000 CHILE CLP 76.553.390-2 FONTOVA LTDA. - 88.000 88.000 88.000 CHILE CLP 76.557.960-0 LA CALERA LTDA. - 88.000 88.000 88.000 CHILE CLP 76.318.540-0 LA DEHESA LTDA. - 100.000 100.000 100.000 CHILE CLP 76.662.280-1 LA FLORIDA LTDA. - 88.000 88.000 88.000 CHILE CLP 76.429.990-6 NATANIEL LTDA. - 88.000 88.000 88.000 CHILE CLP 76.383.840-4 PRESERTEL LTDA. - 100.000 100.000 100.000 CHILE CLP 76.035.886-K SERTEL LTDA. - 100.000 100.000 100.000 CHILE CLP 78.406.360-7 - 100.000 100.000 100.000 CHILE CLP 78.526.990-K OESTE LTDA. - 100.000 100.000 100.000 CHILE CLP 96.811.120-5 PASEO CENTRO LTDA. - 100.000 100.000 100.000 CHILE CLP 78.839.160-9 PROSECHIL LTDA. - 100.000 100.000 100.000 CHILE CLP 89.627.600-K PROSEGEN LTDA. - 100.000 100.000 100.000 CHILE CLP 78.334.680-K PROSENOR LTDA. - 100.000 100.000 100.000 CHILE CLP 77.565.820-7 PROSER LTDA. - 100.000 100.000 100.000 CHILE CLP 78.636.190-7 PROSEVAL LTDA. - 100.000 100.000 100.000 CHILE CLP 76.662.220-8 PLAZA PUENTE ALTO LTDA. - 88.000 88.000 88.000 CHILE CLP 76.429.790-3 PUENTE ALTO 37 LTDA. - 88.000 88.000 88.000 CHILE CLP 76.291.110-8 PUENTE LTDA. - 100.000 100.000 100.000 CHILE CLP 76.583.290-K PUERTO ANTOFAGASTA LTDA. - 88.000 88.000 88.000 CHILE CLP 77.880.500-6 SEGEÁNGELES LTDA. - 100.000 100.000 100.000 CHILE CLP 78.625.160-5 SEGEBOL LTDA. - 100.000 100.000 100.000 CHILE CLP 77.039.380-9 SEGECOP LTDA. - 100.000 100.000 100.000 CHILE CLP 77.462.160-1 SEGECUR LTDA. - 100.000 100.000 100.000 CHILE CLP 77.962.250-9 SEGEHUECHURABA LTDA. - 100.000 100.000 100.000 CHILE CLP PROALTO LTDA. 17 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) PERCENTAGE OF INTEREST NAME OF SUBSIDIARY TAXPAYER ID 12-31-12 12-31-12 12-31-12 12-31-11 DIRECT INDIRECT TOTAL TOTAL % % % % COUNTRY OF ORIGIN FUNCTIONAL CURRENCY 77.423.730-5 SEGEI LTDA. - 100.000 100.000 100.000 CHILE CLP 77.598.800-2 SEGEMONTT LTDA. - 100.000 100.000 100.000 CHILE CLP 78.991.740-K SEGENAN LTDA. - 100.000 100.000 100.000 CHILE CLP 78.151.550-7 SEGEPRO LTDA. - 100.000 100.000 100.000 CHILE CLP 77.622.370-0 SEGEQUIL LTDA. - 100.000 100.000 100.000 CHILE CLP 79.731.890-6 SEGEQUINTA LTDA. - 100.000 100.000 100.000 CHILE CLP 78.150.440-8 SEGESEXTA LTDA. - 100.000 100.000 100.000 CHILE CLP 78.665.660-5 SEGESORNO LTDA. - 100.000 100.000 100.000 CHILE CLP 78.904.400-7 SEGETALCA LTDA. - 100.000 100.000 100.000 CHILE CLP 77.212.050-8 SEGEVALPO LTDA. - 100.000 100.000 100.000 CHILE CLP 77.152.390-0 TOBALABA LTDA. - 100.000 100.000 100.000 CHILE CLP 78.738.460-9 TRADIS LTDA. - 100.000 100.000 100.000 CHILE CLP 78.919.640-0 TRADISUR LTDA. - 100.000 100.000 100.000 CHILE CLP 78.745.900-5 TRASCIENDE LTDA. - 100.000 100.000 100.000 CHILE CLP 78.015.390-3 VESPUCIO LTDA. - 100.000 100.000 100.000 CHILE CLP 77.166.470-9 SERENA LTDA. - 100.000 100.000 100.000 CHILE CLP 76.042.509-5 INVERSIONES Y PRESTACIONES VENSER SEIS LTDA. - 100.000 100.000 100.000 CHILE CLP 76.046.445-7 CONFECCIONES INDUSTRIALES S. p A. - 100.000 100.000 100.000 CHILE CLP 96.573.100-8 MAVESA LTDA. - 100.000 100.000 100.000 CHILE CLP 76.039.672-9 DINALSA S. p A. - 100.000 100.000 100.000 CHILE CLP 78.627.210-6 HIPERMERCADOS TOTTUS S.A. - 88.000 88.000 88.000 CHILE CLP 78.722.910-7 TOTTUS S.A. - 88.000 88.000 88.000 CHILE CLP 76.046.433-3 FALABELLA INVERSIONES FINANCIERAS S.A. - 100.000 100.000 100.000 CHILE CLP 90.743.000-6 PROMOTORA CMR FALABELLA S.A. - 100.000 100.000 100.000 CHILE CLP 77.612.410-9 ADESA LTDA. - 100.000 100.000 100.000 CHILE CLP 79.598.260-4 - 100.000 100.000 100.000 CHILE CLP - 100.000 100.000 100.000 CHILE CLP 77.235.510-6 ADMINISTRADORA CMR FALABELLA LTDA. SERVICIOS DE EVALUACIÓN DE CRÉDITOS EVALCO LTDA. SERVICIOS DE EVALUACIONES Y COBRANZAS SEVALCO LTDA. - 100.000 100.000 100.000 CHILE CLP 76.027.815-7 SERVICIOS Y ASISTENCIA LIMITADA - 100.000 100.000 100.000 CHILE CLP 96.827.010-9 18 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) PERCENTAGE OF INTEREST NAME OF SUBSIDIARY TAXPAYER ID 12-31-12 12-31-12 12-31-12 12-31-11 DIRECT INDIRECT TOTAL TOTAL % % % % COUNTRY OF ORIGIN FUNCTIONAL CURRENCY 76.027.825-4 PROMOCIONES Y PUBLICIDAD LIMITADA - 100.000 100.000 100.000 CHILE CLP 78.566.830-8 SOC. DE COBRANZAS LEGALES LEXICOM LTDA. - 100.000 100.000 100.000 CHILE CLP 96.847.200-3 FASPRO LTDA. - 100.000 100.000 100.000 CHILE CLP 77.099.010-6 SEGUROS FALABELLA CORREDORES LTDA. - 100.000 100.000 100.000 CHILE CLP 76.512.060-8 SOLUCIONES CREDITICIAS CMR LTDA. - 100.000 100.000 100.000 CHILE CLP 78.997.060-2 VIAJES FALABELLA LTDA. - 100.000 100.000 100.000 CHILE CLP 77.261.280-K FALABELLA RETAIL S.A. - 100.000 100.000 100.000 CHILE CLP 76.000.935-0 PROMOTORA CHILENA DE CAFÉ COLOMBIA S.A. - 65.000 65.000 65.000 CHILE CLP 96.951.230-0 INMOBILIARIA MALL CALAMA S.A. - 100.000 100.000 100.000 CHILE CLP 77.132.070-8 SOUTH AMÉRICA TEXTILES S. p A. - 100.000 100.000 100.000 CLP 0-E SHEARVAN CORPORATE S.A. - 100.000 100.000 100.000 CHILE I.V. Británicas USD 77.072.750-2 - 100.000 100.000 100.000 CHILE CLP - 100.000 100.000 100.000 CHILE CLP 96.647.930-2 COMERCIAL MONSE LTDA. NUEVA FALABELLA INVERSIONES INTERNACIONALES S.p.A (EX INVERSIONES SERVA 2 S.A.) INVERSIONES INVERFAL PERU S.p.A. (EX INVERFAL S.A.) - 100.000 100.000 100.000 CHILE CLP 76.023.147-9 NUEVA INVERFIN S. p A. - 100.000 100.000 100.000 CHILE CLP 76.007.317-2 INVERCOL S. p A. - 100.000 100.000 100.000 CHILE CLP 0-E INVERSORA FALKEN S.A. - 100.000 100.000 100.000 URUGUAY CLP 0-E TEVER CORP. - 100.000 100.000 100.000 URUGUAY CLP 0-E INVERSIONES FALABELLA ARGENTINA S.A. - 99.999 99.999 99.999 ARGENTINA ARS 0-E FALABELLA S.A. - 99.999 99.999 99.999 ARGENTINA ARS 0-E CMR ARGENTINA S.A. - 99.999 99.999 99.999 ARGENTINA ARS 0-E VIAJES FALABELLA S.A. - 99.999 99.999 99.999 ARGENTINA ARS 0-E CLAMIJU S.A. - 99.999 99.999 99.999 ARGENTINA ARS 0-E CENTRO LOGÍSTICO APLICADO S.A. - 99.999 99.999 99.999 ARGENTINA ARS 0-E GARCÍA HERMANOS Y CIA. S.A. - 99.850 99.850 99.850 ARGENTINA ARS 0-E SERVICIOS DE PERSONAL LOGÍSTICO S.A. - 100.000 100.000 100.000 ARGENTINA ARS 0-E INVERSIONES FALABELLA DE COLOMBIA S.A. - 100.000 100.000 100.000 COLOMBIA COL 0-E FALABELLA COLOMBIA S.A. - 65.000 65.000 65.000 COLOMBIA COL 0-E AGENCIA DE SEGUROS FALABELLA PRO LTDA. - 65.000 65.000 65.000 COLOMBIA COL 76.042.371-8 19 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) PERCENTAGE OF INTEREST NAME OF SUBSIDIARY TAXPAYER ID 12-31-12 12-31-12 12-31-12 12-31-11 DIRECT INDIRECT TOTAL TOTAL % % % % COUNTRY OF ORIGIN FUNCTIONAL CURRENCY 0-E AGENCIA DE VIAJES Y TURISMO FALABELLA LTDA. - 65.000 65.000 65.000 COLOMBIA COL 0-E ABC DE SERVICIOS S.A. - 65.000 65.000 65.000 COLOMBIA COL 0-E FALABELLA PERU S.A.A. - 94,183 94,183 87,861 PERU PEN 0-E SAGA FALABELLA S.A. - 89,002 89,002 83,028 PERU PEN 0-E HIPERMERCADOS TOTTUS S.A. - 94.183 94.183 87.861 PERU PEN 0-E SODIMAC PERU S.A. - 94.183 94.183 87.861 PERU PEN 0-E OPEN PLAZA S.A.C. - 94.183 94.183 87.861 PERU PEN 0-E VIAJES FALABELLA S.A. - 89.002 89.002 83.028 PERU PEN 0-E PATRIMONIO AUTÓNOMO S.A. - 92.818 92.818 86.588 PERU PEN 0-E FALABELLA CORREDORA DE SEGUROS S.A.C. - 94.183 94.183 87.861 PERU PEN 0-E FALABELLA SERVICIOS GENERALES S.A.C. - 94.089 94.089 87.861 PERU PEN 0-E FALACUATRO S.A.C. - 94.188 94.188 87.861 PERU PEN 0-E INMOBILIARIA KAINOS S.A.C. - 94.183 94.183 87.861 PERU PEN 0-E LOGÍSTICA Y DISTRIBUCIÓN S.A.C. - 94.183 94.183 87.861 PERU PEN 0-E INVERSIONES CORPORATIVAS BETA S.A. - 94.183 94.183 87.861 PERU PEN 0-E INVERSIONES CORPORATIVAS GAMMA S.A. - 94.183 94.183 87.861 PERU PEN 76.075.082-4 HIPERPUENTE LTDA. - 88.000 88.000 88.000 CHILE CLP 76.080.519-K QUILLOTA LTDA - 88.000 88.000 88.000 CHILE CLP 96.509.660-4 BANCO FALABELLA S.A. - 100.000 100.000 100.000 CHILE CLP 0-E BANCO FALABELLA PERU S.A. - 92.817 92.817 86.587 PERU PEN 0-E BANCO FALABELLA S.A. (COLOMBIA) - 65.000 65.000 65.000 COLOMBIA COL 76.099.954-7 SERVICIOS GENERALES PADRE HURTADO LTDA. - 88.000 88.000 88.000 CHILE CLP 0-E SALÓN MOTOR PLAZA S.A. - 59.278 59.278 59.278 PERU PEN 76.011.659-9 BANCO FALABELLA CORREDORES DE SEGUROS LTDA. - 100.000 100.000 100.000 CHILE CLP 76.112.525-7 SERVICIOS GENERALES PEÑALOLÉN LIMITADA - 88.000 88.000 88.000 CHILE CLP 76.112.533-8 SERVICIOS GENERALES SAN FELIPE LIMITADA - 88.000 88.000 88.000 CHILE CLP 76.112.537-0 SERVICIOS GENERALES VIÑA DEL MAR LIMITADA - 88.000 88.000 88.000 CHILE CLP 76.112.543-5 SERVICIOS GENERALES TALCA DOS LIMITADA - 88.000 88.000 88.000 CHILE CLP 76.112.548-6 SERVICIOS GENERALES LLOLLEO LIMITADA - 88.000 88.000 88.000 CHILE CLP 20 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) PERCENTAGE OF INTEREST NAME OF SUBSIDIARY TAXPAYER ID 12-31-12 12-31-12 12-31-12 12-31-11 DIRECT INDIRECT TOTAL TOTAL % % % % COUNTRY OF ORIGIN FUNCTIONAL CURRENCY 76.113.257-1 SERVICIOS GENERALES CORDILLERA LIMITADA - 100.000 100.000 100.000 CHILE CLP 0-E SERVICIOS INFORMÁTICOS FALABELLA S.A. (PERU) - 92.817 92.817 86.587 PERU PEN 76.141.045-8 INVERSIONES INVERFAL COLOMBIA S. p A. - 100.000 100.000 100.000 CHILE CLP 76.141.046-6 INVERSIONES INVERFAL ARGENTINA S. p A. - 100.000 100.000 100.000 CHILE CLP 76.153.987-6 ADMYSER S. p A. - 100.000 100.000 100.000 CHILE CLP CAPYSER S. p A. SEGUNDA INVERSIONES Y PRESTACIONES VENSER 76.153.405-K UNO LTDA. SEGUNDA INVERSIONES Y PRESTACIONES VENSER 76.153.863-2 DOS LTDA. SEGUNDA INVERSIONES Y PRESTACIONES VENSER 76.153.864-0 TRES LTDA. TERCERA INVERSIONES Y PRESTACIONES VENSER 76.153.572-2 UNO LTDA. TERCERA INVERSIONES Y PRESTACIONES VENSER 76.153.865-9 DOS LTDA. - 100.000 100.000 100.000 CHILE CLP - 100.000 100.000 100.000 CHILE CLP - 100.000 100.000 100.000 CHILE CLP - 100.000 100.000 100.000 CHILE CLP - 100.000 100.000 100.000 CHILE CLP - 100.000 100.000 100.000 CHILE CLP 0-E CENTRO COMERCIAL EL CASTILLO CARTEGENA S.A.S. - 41.495 41.495 41.495 COLOMBIA COL 0-E MALL PLAZA COLOMBIA S.A.S. - 59.278 59.278 59.278 COLOMBIA COL 76.142.721-0 GIFT CORP. S. p A. - 100.000 100.000 100.000 CHILE CLP 76.149.373-6 DESRE S. p A. - 100.000 100.000 100.000 CHILE CLP 76.149.308-6 INVERSIONES DESRE S. p A. - 100.000 100.000 100.000 CHILE CLP 76.154.299-0 - 88.000 88.000 88.000 CHILE CLP 76.154.491-8 SERVICIOS GENERALES RANCAGUA LTDA. SERVICIOS GENERALES SANTA MARTA DE HUECHURABA LTDA. - 88.000 88.000 88.000 CHILE CLP 76.159.664-0 INVERSIONES DESHO S. p A. - 100.000 100.000 100.000 CHILE CLP 76.159.684-5 DESHO S. p A. - 100.000 100.000 100.000 CHILE CLP 76.166.215-5 SERVICIOS GENERALES CALAMA CENTRO LTDA. - 88.000 88.000 88.000 CHILE CLP 0-E COMPAÑÍA SAN JUAN S.A.C. - 94.183 94.183 87.861 PERU PEN 76.166.208-2 SERVICIOS GENERALES CALAMA MALL LTDA. - 88.000 88.000 88.000 CHILE CLP 76.169.826-5 SERVICIOS GENERALES COSTANERA LTDA - 100.000 100.000 100.000 CHILE CLP 0-E NUEVA INVERFAL ARGENTINA S. p A. - 100.000 100.000 100.000 CHILE CLP 0-E FALABELLA MOVIL S. p A. - 100.000 100.000 100.000 CHILE CLP 76.167.965-1 SERVICIOS LOGISTICOS SODILOG LTDA. - 100.000 100.000 100.000 CHILE CLP 76.201.304-5 RENTAS HOTELERAS S. p A. - 100.000 100.000 - CHILE CLP 0-E CONTAC CENTER FALABELLA S.A.C. - 92.818 92.818 - PERU PEN 76.153.976-0 21 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) PERCENTAGE OF INTEREST TAXPAYER ID NAME OF SUBSIDIARY 12-31-12 12-31-12 12-31-12 12-31-11 DIRECT INDIRECT TOTAL TOTAL % % % % COUNTRY OF ORIGIN FUNCTIONAL CURRENCY 0-E OPEN PLAZA PUCALLPA S.A.C. - 94.184 94.184 - PERU PEN 76.212.895-0 SERVICIOS GENERALES BIO-BIO MALL LTDA. - 88.000 88.000 - CHILE CLP 76.232.164-5 SERVICIOS GENERALES VICUÑA MACKENNA LTDA. - 88.000 88.000 - CHILE CLP 76.232.178-5 SERVICIOS GENERALES MP TOBALABA LTDA. - 88.000 88.000 - CHILE CLP 76.232.172-6 SERVICIOS GENERALES VITACURA LTDA. - 88.000 88.000 - CHILE CLP 76.232.689-2 SERVICIOS GENERALES MAIPÚ LTDA. - 100.000 100.000 - CHILE CLP 76.240.391-9 SERVICIOS GENERALES CHILLÁN LTDA. - 88.000 88.000 - CHILE CLP 76.233.398-8 SERVICIOS GENERALES MP LOS ÁNGELES LTDA. - 88.000 88.000 - CHILE CLP 76.254.205-6 SERVICIOS GENERALES RANCAGUA CENTRO LTDA. - 88.000 88.000 - CHILE CLP 22 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 2.5. Conversion of foreign subsidiaries As of the reporting date, the assets and liabilities of foreign subsidiaries with a functional currency other than the Chilean peso are converted to the presentation currency of S.A.C.I. Falabella (the Chilean peso) at the exchange rate as of the date of the statement of financial position and the statement of income is converted at the average exchange rates of each month. Foreign currency translation arising from the conversion is recorded as Other Reserves as a separate component of equity. At the time of disposal of the foreign entity, the accumulated deferred amount recognized in equity in relation to this foreign operation in particular shall be recognized in the statement of income. Any goodwill arising from the acquisition of a foreign operation and any adjustment to fair value in the carrying values of assets and liabilities that arise from the acquisition are treated as assets and liabilities of the foreign operation in the functional currency of this entity and are converted to Chilean pesos at the closing date exchange rate. 2.6. Foreign currency conversion Foreign currency is any currency other than the functional currency of an entity. Transactions in foreign currencies are initially recorded at the exchange rate of the entity‘s functional currency as of the transaction date. Monetary assets and liabilities denominated in foreign currency are converted at the exchange rate of the functional currency as of their settlement date or closing date of the statement of financial position. All these conversion differences are taken to net income or losses with the exception of differences in liabilities in foreign currency that provide hedges for the net investment in a foreign entity and/or assets and liabilities in foreign currency that are an integral part of the investment in foreign subsidiaries. These are recorded directly in equity in the Other Reserves account until disposal of the net investment, time at which they are recognized in net income or losses. The exchange rates of foreign currencies and the Unidad de Fomento (an inflation-indexed, Chilean-peso monetary unit set daily in advance on the basis of the previous month‘s inflation rate) in respect to the Chilean peso as of December 31, 2012 and 2011 are detailed as follows: Dec 2012 Dec 2011 US Dollar 479.96 519.20 Peruvian Nuevo Sol 188.15 193.27 97.70 120.74 634.45 672.97 0.27 0.27 22,840.75 22,294.03 Argentinean Peso Euros Colombian Peso Unidad de Fomento 2.7. Financial information by operating segment Segment information is presented in accordance with IFRS 8 ―Operating Segments‖, in a consistent manner with the internal reports that are regularly reviewed by the Group‘s management for use in decision making regarding the allocation of resources and evaluation of the performance of each of the operating segments. Income attributed to geographic regions is based on the location of the respective businesses. Information on assets, liabilities and income by segments is presented below. Note 35 presents the IFRS 8 information requirements in detail. 23 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Segment Information Non-banking business Department stores Chile Home improvement & building materials Chile Supermarkets Chile CMR Promoter Chile Real estate Chile Department stores Peru Home improvement & building materials Peru Supermarkets Peru Other businesses & eliminations Peru Department stores Argentina CMR Argentina Other businesses & eliminations Argentina Department stores Colombia Other businesses & eliminations Colombia Other businesses & eliminations Chile, anulaciones intersegmentos Total non-banking business Total income from ordinary activities 1,144,163,132 1,591,852,055 463,579,949 302,305,385 218,911,068 446,419,338 247,050,588 415,519,507 12,399,645 391,418,666 44,538,987 (4,178,494) 284,961,871 13,747,275 (81,249,221) 5,491,439,750 Total operating costs (818,004,689) (1,133,748,192) (354,395,749) (181,944,111) (47,699,696) (317,434,624) (184,771,848) (317,442,308) 12,266,837 (234,092,717) (22,426,464) (93,459) (205,156,084) (1,688,955) 115,315,698 (3,691,316,361) 6,404,928 2,355,894 5,851 1,603,912 2,802,282 153,517 262,026 386,277 (131,941) 94,326 421,671 (118,732) (6,717,959) 7,522,051 (4,630,430) (11,320,299) (865,593) (1,904,528) (42,650,629) (4,472,079) (1,873,275) (4,473,385) (4,585,607) (6,927,105) (6,680) (4,184,091) (146,932) (14,161,694) (102,202,327) 1,774,498 (8,964,405) (859,742) (300,616) (39,848,347) (4,318,562) (1,611,249) (4,087,109) (4,717,548) (6,832,779) (6,680) (3,762,420) (265,664) (20,879,653) (94,680,276) (14,510,127) (25,057,960) (12,528,378) (24,301,915) (9,432,015) (4,953,484) (10,898,379) (2,493,284) (6,532,681) (189,728) (171,916) (7,940,859) (235,653) (13,837,518) (133,083,,897) Income before taxes 35,633,075 102,836,098 56,923 73,019,912 115,090,770 36,216,836 14,868,540 15,400,005 14,501,513 6,863,403 5,122,257 (1,383,613) 6,912,551 20,248,584 48,350,291 493,737,146 Total income tax income (expense) (7,612,406) (19,002,215) 728,641 (12,471,545) (48,972,912) (12,270,987) (4,621,251) (5,076,944) (4,121,344) 458,417 (1,703,366) (3,121) (283,073) (1,477,054) (10,768,001) (127,197,160) Total profit (loss) for the reported segment 27,912,187 82,296,788 785,564 60,548,367 64,789,376 23,945,850 10,247,289 10,323,061 8,779,973 7,321,820 3,418,891 (10,183,890) 6,629,478 13,081,738 18,350,816 328,247,308 882,452 2,537 (520) 1,734,104 16,954,520 512,601 20,085,694 46,637,657 3,776,636 2,648,484 4,932,273 6,163,865 13,420,177 4,912,662 1,128,229 29,540,286 1,206,369,024 80,024,503 53,408,863 36,311,126 4,917 69,921,153 52,154,531 4,333 3,707,695 762,392,640 89,256,391 39,672,384 123,214,361 106,838,174 91,612,078 1,075,344 Non-banking finance expenses Total segment interest income, net Total segment depreciation and amortization Total share of the entity in income of associates and joint ventures accounted for using the equity method Current trade and other accounts receivable Inventory 24,743,583 137,915,769 4,055,357 144,792,337 290,076,446 31,986,736 106,617,753 161,171,860 Non-current rights receivable Property, plant and equipment 301,282 71,371,141 814,793,240 158,516,143 14,741,006 333,417 597,557,825 Investment properties Total segment assets 2,583,021 1,731,032,987 452,124,837 721,244,111 136,621,106 1,056,817,462 41,090,959 91,154,554 130,661,142 190,754,845 111,502,446 198,360 5,303,833 49,988,584 1,016,075 679,053 256,108,411 19,047,466 567,724 123,154,277 26,765,513 33,935,640 30,038,405 56,604,453 181,968,091 741,411,679 115,676,671 55,367,712 176,380,026 121,357,875 (11,125,799) 177,520,530 98,829,770 61,340,615 334,894,575 Banking interest and indexation expenses (63,653,074) (29,438,644) (14,356,732) (107,448,450) Banking fee income 18,536,168 25,752,530 25,818,682 70,107,380 Banking fee expenses (6,406,372) (3,298,674) (6,627,777) (16,332,823) 123,200,912 91,844,982 66,174,788 281,220,682 Total segment depreciation and amortization (4,697,199) (3,595,090) (2,254,102) (10,546,391) Income before taxes 19,411,709 26,379,535 12,557,565 58,348,809 Total income tax income (expense) (2,289,673) (8,123,491) (5,122,873) (15,536,037) Total profit (loss) for the reported segment 17,122,036 18,256,044 7,434,692 42,812,772 Total segment interest income, net Total share of the entity in income of associates and joint ventures accounted for using the equity method 103,907,301 Instruments held for trading (banks) 264,032,310 177,875,284 42,777,024 1,483,181,464 Loans and accounts receivable from clients (banks) (1,488,103) 1,745,895,892 Property, plant and equipment 78,810,705 286,963,029 6,338,505,812 73,261,756 5,821,435 135,636,671 125,990,882 554,711,146 64,578,485 763,710,346 273,853,348 1,448,357,171 215,633,671 40,272,186 (186) 36,938,475 10,087,617 20,919,104 7,080,564 5,087,946 68,857,571 45,558,013 28,485,950 48,538,295 3,108,394 40,644,179 20,916,337 765,229,089 34,077,985 15,402,828 34,499,635 45,817,390 25,366,598 3,556,047 1,153,564,856 148,104,512 61,064,736 127,704,912 (74,282,195) 101,733,084 104,046,886 (6,458,723) 104,367,246 (560,238) (64,303,554) 3,254,469,725 (238,542,400) (14,241,641) (5,578,075) (33,173,645) (7,233,342) (16,414,348) (741,082) (144,862) (17,240,522) (776,667) (128,806,681) (611,333,920) 586,519 2,414,291 43,930,323 2,109,522 27,961,008 Total segment liabilities 308,383,101 446,332,847 103,360,576 Disbursement of non-monetary segment assets, total segments (45,078,880) (72,229,746) (31,132,029) 40,625,153 Operating cash flows of segments 187,050,384 50,526,076 23,677,261 232,286,272 163,106,606 4,626,189 1,733,578 21,004,438 2,634,865 40,220,709 (3,704,943) 1,806,117 19,068,531 9,966,277 32,396,981 786,399,341 Segment investment cash flows (77,139,292) (68,609,878) (30,909,276) (4,753,905) (332,681,652) 20,544,461 3,261,764 (25,751,683) (57,847,396) (18,653,700) (807,685) 488,163 (16,922,295) (880,338) 22,392,247 (588,270,465) Segment financing cash flows (91,547,171) 26,985,114 12,942,844 (229,688,555) 202,594,010 (24,928,110) (5,930,594) 1,461,714 53,278,897 (11,916,391) 2,855,071 (2,276,182) (2,122,335) 678,435 (54,333,674) (121,946,927) 363,445 Cash and bank deposits (banks) Total segment assets 94,812,680 363,445 14,894,484 213,614,465 13,246,521 277,278,831 1,040,205,488 404,559,570 268,066,169 1,712,831,227 18,683,072 8,522,589 7,726,576 34,932,237 1,473,894,036 519,811,895 307,007,930 2,300,713,861 Total share of associates and joint ventures accounted for using the equity method 1,900,837 1,900,837 825,109,097 256,534,256 116,368,566 1,198,011,919 1,341,619,342 325,124,537 243,633,024 1,910,376,903 Disbursement of non-monetary segment assets, total segments (8,633,737) (4,934,915) (5,204,920) (18,773,572) Segment operating cash flows 97,030,818 84,734,784 (35,859,575) 145,906,027 Segment investing cash flows (8,625,720) (2,920,662) (16,443,359) (27,989,741) Segment financing cash flows (20,188,298) (67,661,028) 59,167,888 (28,681,438) Total segment liabilities Other non-current financial liabilities Total banking business 174,724,190 Deposits and other time deposits (banks) Trade and other accounts payable Banking business Colombia Banking interest and indexation income (3,711,137) 16,351,008 2,514,100,990 Total share of associates and joint ventures accounted for using the equity method Other current financial liabilities 141,137 Banking business Peru December 31, 2012 December 31, 2012 Non-banking finance income Banking business Chile Information segments Banking business 24 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Information segments Non-banking business Department Stores Chile Home improvement & building materials Chile Total income from ordinary activities 1,073,627,343 1,393,722,623 Costos de Explotación (767,683,299) 7,284,023 Home improvement & building materials Peru Other Businesses & eliminations Colombia Other Businesses & eliminations Chile, anulaciones intersegmentos Total non-banking business 228,934,581 10,291,163 (64,022,806) 4,810,689,220 (161,003,832) (816,658) 111,098,163 (3,180,724,494) 622,632 (409,396) (10,664,595) 7,025,502 (3,151) (3,047,424) (77,672) (14,576,261) (101,117,822) (3,151) (2,424,792) (487,068) (25,240,856) (94,092,320) (180,243) (268,526) (7,115,484) (162,149) (11,670,641) (121,731,945) 9,431,408 931,936 (352,835) 9,788,908 12,851,159 54,502,720 518,492,932 (2,841,575) (304,560) (244,900) (20,170) (2,899,283) (712,693) (9,437,886) (99,278,206) 5,948,252 5,672,736 9,126,848 687,036 (8,719,630) 6,889,625 7,506,594 18,434,335 374,588,475 6,443 907,325 10,721,040 445,483 12,588,030 Other Businesses & eliminations Peru Real estate Chile 394,707,487 280,457,096 202,265,433 384,097,836 193,196,255 319,304,029 11,754,819 356,056,874 31,000,697 (4,704,211) (992,146,820) (305,082,519) (139,656,297) (44,492,102) (269,972,208) (142,784,922) (245,715,151) 11,216,811 (218,374,657) (15,504,096) 193,093 4,118,987 103,328 3,370,216 2,101,200 100,839 63,249 355,698 (76,814) 56,136 (5,361,831) (7,864,033) (445,817) (1,080,898) (46,512,364) (3,911,637) (1,541,978) (3,379,918) (4,911,036) (8,403,802) 1,922,192 (3,745,046) (342,489) 2,289,318 (44,411,164) (3,810,798) (1,478,729) (3,024,221) (4,987,850) (8,347,666) (14,078,562) (24,336,388) (10,592,863) (22,309,050) (7,548,396) (4,803,494) (9,082,653) (3,184,258) (6,399,238) Income before taxes 43,761,743 106,447,760 (115,826) 116,971,210 95,545,474 38,071,685 11,552,404 8,883,630 10,221,557 Total income tax income (expense) (8,223,478) (20,618,996) 94,140 (21,821,059) (13,388,593) (12,269,580) (3,654,195) (2,935,378) Total profit (loss) for the reported segment 35,483,886 84,287,433 (21,686) 95,150,151 80,442,582 25,802,105 7,898,209 483,166 24,573 Department stores Peru Supermarkets Peru Department stores Argentina Other Businesses & eliminations Argentina CMR Promoter Chile Supermarkets Chile CMR Argentina Department stores Colombia Information segments Banking business Non-banking finance expenses Total segment interest income, net Total share of the entity in income of associates and joint ventures accounted for using the equity method Current trade and other accounts receivable Inventory 16,184,162 119,777,131 2,840,117 148,811,115 221,734,342 27,939,015 Non-current rights receivable Property, plant and equipment 391,867 795,316,294 1,876,608 3,563,628 7,582,206 11,430,491 74,940,637 41,522,476 28,399,337 5,126 85,692,414 11,077,799 165 560,427,446 87,524,273 40,129,150 106,877,632 2,257,086,179 251,677,300 103,860,715 188,055,550 55,507,948 18,651,148 579,759 356 36,132,328 94,453,725 131,413,714 64,375,042 333,417 421,325,288 601,675,762 117,601,158 1,080,110,361 3,055,937 1,584,631,002 Total share of associates and joint ventures accounted for using the equity method Other current financial liabilities 3,783,192 204,392,824 Investment properties Total segment assets 33,155,764 104,212,744 118,367,519 166,847 3,568,393 1,179,746 43,258,358 1,162,050,456 42,465,072 1,417 4,258,199 675,769,150 (2,026,424) 222,367,279 5,475,110 81,921,032 35,529,747 262.922.114 Banking interest and indexation expenses (52,327,221) (23,942,310) (8,095,795) (84.365.326) Banking fee income 15,379,334 22,133,026 23,455,185 60.967.545 Banking fee expenses (5,518,255) (1,972,967) (4,718,384) (12.209.606) 103,005,193 78,138,781 46,170,753 227.314.727 Total segment depreciation and amortization (3,972,904) (2,979,573) (1,096,,591) (8.049,068) Income before taxes 29,896,452 26,441,800 6,998,687 63.336.939 Total income tax income (expense) (4,468,685) (8,202,424) (2,208,139) (14.879.248) Total profit (loss) for the reported segment 25,427,767 18,239,376 4,790,548 48.457.691 Total share of the entity in income of associates and joint ventures accounted for using the equity method Cash and bank deposits (banks) 8,914,452 4,843,956 27.339.685 1,226,543,287 434,534,029 256,459,871 1.917.537.187 Loans and accounts receivable from clients (banks) (1,488,103) 1,601,517,448 Property, plant and equipment 201,024,442 130,179,337 (27,679,402) 154,607,417 44,657,586 280,584,457 5,860,274,097 Total segment assets 49,388,602 5,308,834 110,061,027 122,024,728 435,741,245 82,382,195 683,089,986 331,811,367 1,344,398,152 7,711,832 18,074,209 17,254,051 23,646,179 61,755,547 4,584,907 110,356,563 176,340,162 46,507,830 25,945,387 43,975,864 41,776,366 21,375,257 37,680,500 3,623,766 37,286,050 28,507,783 202,152,005 570,650,901 23,158,874 20,563,662 41,455,280 51,023,836 30,331,003 9,993,342 791,898,975 937,660,341 148,095,327 58,608,168 113,735,899 (48,247,227) 121,678,202 115,289,860 (17,306,426) 88,382,788 (8,697,024) (110,100,355) 2,915,768,600 (142,443,733) (9,141,828) (6,707,532) (24,006,098) (11,568,822) (11,092,151) (243,397) (68,428) (11,078,766) (461,019) (36,903,521) 78,436,616 159,670,078 469,405,518 231,252,129 383,973,396 (1,065,127,031) 15,932,743 (25,025,287) (83,419) 15,278,779 (4,830,417) 2,338,127 31,530,371 (6,536,235) Total share of associates and joint ventures accounted for using the equity method 35,203,466 2,018,986 2.018.986 585,574,183 171,404,424 77,035,453 834.014.060 1,100,051,238 252,646,558 210,452,413 1.563.150.209 Disbursement of non-monetary segment assets, total segments (5,610,882) (4,937,796) (4,491,266) (15.039.944) (342,514,329) Segment operating cash flows 44,203,882 20,272,986 (92,810,044) (28,333,176) 152,577,010 531,873,442 Segment investing cash flows (5,600,974) (6,146,245) (7,625,924) (19,373,143) Segment financing cash flows 64,678,447 6,307,687 103,338,341 174,324,475 Total segment liabilities 28,054,416 163.871.354 13,581,277 1,360,179,417 38,088,508 2,097,865 1.467.337.177 33,407,540 17,215,960 178.105.226 237,014,466 612,199 63,740,512 8,110,934 329,305,466 81,719,312 2,468,578 82,304,172 901,017,245 761,039 53,275,803 87,690,120 498.997 161,773,489 634,947 18,374,549 498,997 Instruments held for trading (banks) 53,297,237 5,900,431 Other non-current financial liabilities Total Banking business 145,471,335 Deposits and other time deposits (banks) Trade and other accounts payable Banking business Colombia Banking interest and indexation income Total segment interest income, net Total segment depreciation and amortization Banking business Peru December 31, 2011 December 31, 2011 Non-banking finance income Banking business Chile Total segment liabilities 287,034,092 352,640,086 85,095,895 Disbursement of non-monetary segment assets, total segments (21,879,444) (52,396,385) (14,523,205) Segment operating cash flows (19,750,629) 120,997,342 19,166,614 Segment investing cash flows 108,126,906 (45,770,732) (14,218,268) 9,474,028 (168,544,075) (22,664,692) (11,512,432) (23,678,790) 5,367,913 (16,042,191) (209,564) 5,752,315 (10,997,225) (8,429,784) (84,144,623) (277,491,214) Segment financing cash flows (87,396,578) (70,638,908) (3,316,194) (84,615,432) (4,275,643) 20,121,280 508,955 13,065,598 (5,816,874) 2,120,240 26,528,354 (5,788,846) 7,795,918 6,672,230 (65,789,961) (250,825,861) 25 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 2.8. Investments in Associates Associates are all entities over which the Company exercises significant influence but not control, which is generally accompanied by a participation of between 20% and 50% of the voting rights, as stated in IAS 28 ―Investment in Associates‖. Investments in associates are accounted for using the equity method and are initially recognized at cost. Investments in associates are presented in the statement of financial position together with goodwill identified in the acquisition of the associate, net of any accumulated impairment loss. Under the equity method, the investment in associate is recorded in the statement of financial position at cost plus the Company´s share in the increase or decrease in the equity of the associate. The statement of income reflects the Company‘s participation in the income of the associate. When there has been a change recognized directly in the associate‘s equity, the Company recognizes its participation in that change and discloses it in the statement of changes in equity. The accounting policies of associates agree with those used by the Company. 2.9. Property, plant and equipment Property, plant and equipment items are recorded at cost and are presented net of accumulated depreciation and impairment, except for land which is not depreciated. Cost includes the acquisition price and all costs directly related to the location of the asset in the place and under the conditions necessary for it to be able to operate in the manner foreseen by management, in addition to the initial estimate for the dismantling, withdrawal or partial or total removal of the asset, as well as reconditioning of the place where they are located, when the Company is obligated to do it. For construction in progress, the cost includes expenses of directly related employees and others of an operating nature attributable to the construction, as well as finance expenses related to external financing accrued during the construction period. The interest rate used to capitalize finance expenses is that corresponding to specific financing or, when not available, the Company‘s average financing rate. Costs of extensions, modernization or improvements that represent an increase in productivity, capacity or efficiency and therefore an extension of the useful lives of the assets are capitalized as higher cost of the corresponding assets. Periodic maintenance, conservation and repair expenses are imputed to income as expenses for the year in which they are incurred. A property, plant and equipment element is written off at the time of its disposal or when no future economic benefits are expected from its use or disposal. Any net income or loss that arises from the write off of the asset (calculated as the difference between the net disposal value or the book value of the asset) is included in the statement of income in the year in which the asset is written off. Depreciation begins when the assets are available for use, i.e. when they are at the location and under the conditions necessary to be able to operate in the manner foreseen by management. Depreciation is calculated using the straight-line method over the estimated useful economic lives of the assets, up to their residual amount. Estimated economic useful lives by category are as follows: 26 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Category Land Buildings Exterior work Furniture and supplies Fixed installations and accessories Machinery and equipment Vehicles Range 50 to 80 years 20 years 3 to 10 years 10 to 35 years 2 to 20 years 5 to 7 years Assets located on leased properties, buildings and installations, are depreciated over the term of the lease agreement or the estimated useful economic lives of the corresponding category, whichever is less. Residual values of assets, their useful lives and depreciation methods are reviewed as of each statement of financial position date and adjusted if applicable as a retrospective change in estimate. 2.10. Investment properties Investment properties are real estate (land and buildings) that are held by the Group to obtain economic benefits derived from their rental or to obtain capital appreciation by merely holding them. Investment properties and investment properties under construction are recorded at cost and presented net of their accumulated depreciation and accumulated impairment, except for land which is not subject to depreciation. The Group has shopping centers in which it has its own stores and stores leased to third parties. In these cases, only the portion leased to third parties is considered investment properties. The Company‘s own stores are recognized as property, plant and equipment in the statement of financial position. The acquisition cost and all other costs associated to investment properties, as well as the effects of depreciation and the treatment of asset write-offs are recorded in the same manner as the property, plant and equipment, described in point 2.9 The estimated economic useful lives for the main elements of investment properties are detailed as follows: Category Land Buildings Exterior work – Finishes Facilities Machinery and equipment Range 80 years 20 - 30 years 20 years 5 - 8 years Residual values of assets, their useful lives and depreciation methods are reviewed as of each statement of financial position date and adjusted prospectively if applicable as a change in estimate. 27 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 2.11. Goodwill At date of transition to IFRS, the Company took the option of not restate any pre-transition business combinations, in line with that required by IFRS 1. After the adoption, goodwill represents the excess of the sum of: i) The value of the consideration transferred for the acquisition of an investment in a subsidiary or an associate ii) The amount of any non-controlling interest on the companies acquired. Over the fair value of the net identifiable assets as of the date of acquisition. After initial recognition, goodwill is measured at cost less any accumulated impairment loss. Goodwill related to acquisition of subsidiaries is included in Goodwill and subject to annual impairment testing. For impairment testing purposes, Goodwill is allocated to the cash generating units (or groups of cash generating units, or ―CGUs‖) that are expected to benefit from the synergies of a business combination. Goodwill related to acquisition of interests in Associates is presented together with the respective investment under ―Investments accounted for using the equity method‖ in the statement of financial position, and is subject to impairment testing together with the value of the investment in the Associate in case there be indicators of a potential loss of value. The Company tests Goodwill impairment annually in accordance with IFRS, finding no impairment during the years 2012 and 2011. 2.12. Other intangible assets Intangible assets acquired separately are measured at acquisition cost. The cost of intangible assets acquired in a business combination is their fair value as of the date of acquisition. After initial recognition, intangible assets are recorded at cost less any accumulated amortization and any accumulated impairment loss, if applicable. Intangible assets generated internally are software developed for the Company‘s use. Costs associated to software development are capitalized when the completion of their development is considered possible, management has the intention and the capacity to use the intangible asset in question, or to sell it, disbursements attributable to the asset can be valued and it has been determined that the intangible asset will generate future economic benefits. Research costs are taken directly to income. Useful lives of intangible assets are evaluated as finite or indefinite. Intangible assets with finite lives are amortized using the straight-line method over their estimated useful economic lives and their impairment is evaluated whenever there is an indication that the intangible asset might be impaired. The amortization period and method of an intangible asset with finite life are reviewed as of each closing date. Changes resulting from these evaluations are treated prospectively as changes in accounting estimates. Intangible assets with indefinite useful lives are not amortized and their impairment is evaluated annually. The useful life of an intangible asset with indefinite useful life is reviewed annually. Currently since commercial trademarks do not expire, can be used and there is intention to use them in an indefinite manner, the 28 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Company has determined to allocate an indefinite useful life to them. If applicable, the change in evaluation of useful lives from indefinite to definite is made on a prospective basis. The Company annually tests impairment of intangibles with indefinite useful lives as required by IFRS, and has not identified any impairment whatsoever. The estimated useful lives for each category of intangible asset are detailed as follows: Category Commercial trademarks (acquired in business combinations) Internally developed software Patents, registered trademarks and other rights Information programs Other intangible assets Range Indefinite 4 - 6 years 5 - 10 years 4 - 10 years 5 - 10 years 2.13. Impairment of non-current assets As of each reporting date the Company evaluates whether there are any indicators that an asset might be impaired. If such indicators exist, or the impairment is identified as a product of annual testing of impairment of goodwill and intangible assets with indefinite useful lives, the Company estimates the recoverable amount of the asset. When the book value of an asset exceeds its recoverable amount, the asset is considered impaired and is decreased to its recoverable value. The recoverable amount is the fair value of an asset less selling costs or value in use, whichever is greater. 2.14. Inventories Inventories are recorded at cost or net realizable value, whichever is less. Costs include the purchase price plus additional costs necessary to bring each product to its current location and condition, net of trade discounts and other types of discounts. The net realizable value is the estimated selling price during the ordinary course of business, less estimated costs required to complete the sale. The net realizable value is also measured in terms of obsolescence based on the particular characteristics of each inventory item. Cost is determined using the weighted average method. 2.15. Assets classified as held for sale and discontinued operations Non-current assets whose book value will be recovered through a sale transaction rather than through continuing use are classified as held for sale and discontinued operations. This condition is regarded only when the sale is highly probable and the asset is immediatly available for sale in its present condition. These assets are measured at the lower of carrying amount and fair value less cost to sell. On December 31, 2012 the total of assets presented under this heading are related to the subsidiary Plaza which meet he criteria above. 2.16. Financial instruments The Group recognizes financial assets and liabilities at the time it assumes the obligations or acquires the contractual rights to them. 29 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 2.16.1. Financial assets 2.16.1.1. Recognition, measurement and derecognition of financial assets Financial assets within the scope of IAS 39 ―Financial Instruments: Recognition and Measurement‖, are classified upon initial recognition as financial assets at fair value through profit and loss, loans and accounts receivable, investments held to maturity or investments available for sale. Where allowed and appropriate, this designation is reevaluated as of each financial year-end. When financial instruments are initially recognized, they are measured at fair value and costs or gains directly attributable to the transaction are recognized directly in income. Financial assets are subsequently measured at their fair value, except for loans and accounts receivable and investments classified as held to maturity, which are measured at amortized cost using the effective rate method. The adjustment of assets recorded at fair value is recorded in income, except for investments available for sale whose mark-to-market is recognized as a separate component of equity, net of applicable deferred taxes. Financial assets are derecognized in the accounting when the rights to receive cash flows derived from them have expired or have been transferred and the Group has substantially transferred all risks and benefits derived from their ownership. 2.16.1.2. Cash and cash equivalents Cash equivalents comprise cash, banks, short-term deposits with original maturity of three months or less and other money-market securities, easily convertible in cash which are subject to insignificant risk of changes in their value. Operating activities: are activities that constitute the main source of ordinary income and expenses of businesses in subsidiaries, as well as activities that cannot be classified as from investing or financing. Movements of operating activities are determined using the direct method. Investing activities: involve acquisition, sale or disposal by other means of non-current assets and other investments not included in cash and cash equivalents. Financing activities: activities that produce changes in the size and composition of net shareholders‘ equity and liabilities of a financial nature. 2.16.1.3. Assets pledged as guarantee subject to sale or a new pledge The statement of financial position includes balances of financial assets, loans, accounts receivable and cash equivalents that cover debt obligations maintained by the company on securitized portfolios. The Company cannot freely dispose of these balances since they are restricted to the payment of related obligations. 2.16.1.4. Impairment of financial assets As of each balance sheet date, the company assesses whether a financial asset or group of financial assets is impaired. The main financial assets subject to impairment due to contractual non-compliance of the counterpart are assets recorded at amortized cost (loans and accounts receivable). If there is objective evidence that an impairment loss has been incurred on loans and accounts 30 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) receivable recorded at amortized cost, the amount of the loss is measured as the difference between the book value of the asset and the present value of future estimated cash flows (excluding expected future credit losses that have not been incurred) discounted at the original effective interest rate of the financial asset (i.e. the effective interest rate computed upon initial recognition). The carrying amount of the asset is reduced though the use of a reserve account. Loans receivables are written off when they are between 150 and 180 days overdue. The Company evaluates whether there is objective evidence of impairment individually for financial assets that are individually significant or collectively for financial assets that are not individually significant. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be objectively related to an event that occurs after recognition of income, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in income, to the extent that the carrying amount of the asset does not exceed its amortized cost as of the reversal date. 2.16.2. Financial liabilities 2.16.2.1. Recognition, measurement and derecognition of financial liabilities All obligations and loans with the public and with financial institutions are initially recognized at fair value, net of costs incurred in the transaction. After initial recognition, obligations and loans that accrue interest are subsequently measured at amortized cost, recognizing in income any higher or lower placement value on the term of the respective date using the effective interest rate method, unless they are designated items hedged in a fair value hedge. Ths subsidiary Promotora CMR Falabella S.A. under the bank loans balance certain financial operations involving the transfer of receivables known as confirming contracts, which consist of obtaining advance bank financing backed by the receivables, with financial costs at market interest rates, consequently being classified under financial liabilities. Financial liabilities are derecognized in the accounting when the obligations specified in the contracts are settled, expired or are condoned. 2.16.3. Financial derivatives and hedge instruments The Company uses derivative financial instruments such as currency forward contracts and currency swaps to hedge its risks associated to fluctuations in interest rates and exchange rates. Those derivative financial instruments are initially recognized at fair value on the date on which the derivative contract is signed and are subsequently remeasured at fair value in an ongoing manner. Any gain or loss during the year arising from changes in the fair value of derivatives that do not qualify for hedge accounting is recorded directly to the statement of income. 2.16.4. Offsetting of financial instruments Financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position if, and only if, as of the closing date of the statement of financial position there is a legal right to receive or pay the net value, and there is the intention of settling on a net basis or to realize the assets and settle the liabilities in a simultaneous manner. 2.17. Leases Financial leases which transfer to the Company substantially all the risks and benefits inherent to ownership of 31 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) the leased itemy, are capitalized at inception of the contract at the fair value of the asset, or the present value of minimum lease payments, whichever is lower. Financial lease assets are depreciated over the estimated economic lives of the asset or the term of the agreement if lower if there is no reasonable certainty that the Company will obtain ownership at the end of the lease term, and are presented under property, plant and equipment in the statement of financial position. Operating leases are those in which the lessor substantially retains all the risks and benefits inherent to ownership of the leased asset. Operating lease payments are recognized as expenses in the statement of income over the term of the contract, on a straight line bassis over the term of the lease contract. Contingent rents are expensed in the period in which the payment is probable. The Company has undertaken certain sales transactions with leaseback agreements, which qualify as financial leases. Profits or losses derived from the initial sale of the assets are deferred over the term of the lease. 2.18. Provisions Provisions are recognized when the Company has a present (legal or constructive) obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are discounted at the present value if it is estimated that the discount effect is significant. 2.19. Minimum dividend According to article 79 of Law 18,046, public companies in Chile must annually distribute at least 30% of their net income for each year to their shareholders. By virtue of the Company‘s legal obligation, an equivalent liability has been recorded which also includes the portion of the minimum dividend of subsidiaries that are public companies in which there is a non-controlling interest. This liability is recorded in current trade and other accounts payable as of December of each year and the movement for the year is recorded in the statement of changes in equity in the ―Increase (decrease) due to transfers and other changes‖ line. 2.20. Defined employee benefits plans The Company provides certain short-term benefits to its employees in addition to remunerations, such as bonuses, vacations and holiday bonuses. In addition, the Company operates certain defined benefits plans with some of its employees. The cost of providing benefits under defined benefits plans is determined separately for each plan using the projected credit unit method, in accordance with IAS 19 ―Employee Benefits‖. Employee benefits liabilities represent the present value of obligations under the plans, which are discounted using the interest rates of government bonds denominated in the currency in which the benefits will be paid with similar terms to the duration of the respective obligations. 2.21. Share-based compensation plans The Company has implemented certain compensation plans for its executives involving the granting of purchase options on the shares of the parent company. The cost of these transactions is measured in reference to the fair value of the options on the date on which they were granted. The fair value is determined using an appropriate option valuation model, in accordance with IFRS 2 ―Share-based Payment‖. The cost of benefits granted that will be settled through the providing of share options is recognized with a credit to other reserves in equity during the period in which the performance and/or conditions of service are 32 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) vested, ending on the date in which the relevant employees are fully entitled to exercise the option. The charge or credit to the comprehensive statements of income is recorded in ‗administrative expenses‘ in the entity where the executive provides the related services. 2.22. Revenue recognition Revenue is recognized to the extent that it is probable that economic benefits will flow to the Company and the amounts involved can be reliably measured. Revenue is measured at the fair value of the comsideration received, excluding discounts, deductions and other sales taxes. The following specific recognition criteria must also be fulfilled before recognizing revenue: Sale of goods Revenue from sale of goods is recognized when the significant risks and benefits of ownership of the goods has been transferred to the purchaser, which generally occurs at the time of physical delivery of the goods. Services provided (includes fees from bank services) Revenue is recognized in accordance with the stage of completion method. When the results of contracts cannot be reliably measured, revenue is recognized only to the extent that expenses incurred are recoverable. Interest income Interest income related to the Financial Retail business is recognized to the extent that interest is accrued using the effective interest rate method. The Company stops recognizing interest income when it considers that its recoverability is improbable, which generally occurs when it is 90 days overdue. Lease income Lease income is recognized in function of accrual criteria, except for the minimum lease payments arising from investment property‘s lease, which are recognized using the straight-line method over the term of the lease agreement. 2.23. Cost of sales Cost of sales includes the acquisition cost of the products sold and other costs incurred to leave inventory at the locations and in the conditions necessary for their sale. These costs mainly include the acquisition costs net of the discounts obtained, non-recoverable import expenses and duties, insurance and transportation of products to the distribution centers. Cost of sales also includes interest expenses and impairment losses on the receivable loans portfolio related to our Financial Retail business and the depreciation cost of the Group‘s investment properties. For bank subsidiaries costs include interest and indexation expenses and fees expenses in addition to credit risk provisions, which are presented on separate lines in the bank services section of the statement of comprehensive income. 2.24. Income taxes 2.24.1. Income taxes Tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax authorities of each country. Tax rates and tax laws used to compute the amount are those enacted as of 33 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) the date of the statement of financial position. Income tax related to items recognized directly in income is recognized in equity and not in the statement of income. 2.24.2. Deferred taxes Deferred tax is presented using the liability metho as of the date of the statement of financial position, considering the differences between the tax base of assets and liabilities and their carrying amounts for the purpose of financial reporting. Deferred tax assets are recognized on all deductible temporary differences, including tax losses to the extent that it is probable that there will be taxable net income against which deductible temporary differences and the unused tax credits and tax loss carry forwards can be recovered. The carrying amount of deferred tax assets is reviewed as of the date of the statement of financial position and reduced to the extent that it is no longer probable that there will be sufficient taxable net income available to allow the use of all or part of the deferred tax asset. Deferred taxes related to items recorded directly in shareholders‘ equity is recognized in equity and not in the statement of income. Deferred tax assets and deferred tax liabilities are presented net in the statement of financial position if there is a legally enforceable right to offset tax assets against tax liabilities and the deferred tax is related to the same tax entity and the same tax authority. 2.25. Deferred income The Company records deferred income on various transactions for which it receives cash, but for which the conditions for revenue recognition described in sub section 2.22 above have not been fulfilled, such as advance payment of services in the process of being provided, sales of products for which dispatch has not occurred, gift cards and cash received at the beginning in the issuance of lease agreements on the Group‘s investment properties. In addition, the portion of the sale associated to the subsequent delivery of products in customer loyalty programs is recognized as deferred income. Deferred income from customer loyalty programs is recognized at the market value of the benefits provided to customers, adjusted by their historical expiration experience. Deferred income is presented under ―Other non-financial liabilities‖ in the statement of financial position. 2.26. Use of estimates, judgment and key assumptions Key assumptions in respect to the future and other key sources of uncertainty in estimates as of the date of the statement of financial position, which have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are discussed below: Useful lives and residual values of intangibles, property, plant and equipment and investment properties Determination of the useful lives and residual values of the components of intangibles with defined useful lives, property, plant and equipment and investment properties involve judgment and assumptions that might be affected should circumstances change. Management reviews these assumptions periodically and adjusts them on a prospective basis if a change is identified. Impairment of goodwill and intangibles with indefinite useful lives The Company annually determines whether goodwill and intangible assets with indefinite useful lives are impaired. This test requires an estimate of the ‗value in use‘ of cash generating units to which goodwill and intangibles with indefinite useful lives are associated. The value in use estimate requires that management 34 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) make an estimate of future expected cash flows of the cash generating unit (or group of CGUs) and in addition chose an appropriate discount rate to calculate the present value of these cash flows. Deferred tax assets Deferred tax assets are recognized for all temporary deductible differences between the financial and tax base of assets and liabilities and for unused tax losses to the extent that it is probable that there will be taxable net income against which the losses can be used and whether there are sufficient taxable temporary differences that can absorb them. The use if significant judgment is required on the part of management to determine the value of deferred tax assets that can be recognized, on the basis of the probable timeliness and level of projected taxable net income. Employee benefits The cost of employee benefits that qualify as defined benefit plans in accordance with IAS 19 ―Employee Benefits‖ is determined using actuarial valuations. The actuarial valuation involves assumptions regarding discount rates, future salary increases, employee turnover rates and mortality rates, among other things. Due to the long-term nature of these plans, those estimates are subject to a significant amount of uncertainty. Fair value of assets and liabilities In certain cases IFRS require that assets and liabilities be recorded at fair value. Fair value is the amount at which an asset can be purchased or sold or the amount at which a liability can be incurred or liquidated in a current transaction between duly informed parties under arm‘s length conditions, other than a forced liquidation. The basis for measurement of assets and liabilities at their fair value is their current prices in active markets. In their absence, the Company estimates those values on the basis of the best information available, including the use of models or other valuation techniques. Share-based payments The Company determines the fair value of share options provided to their executives. That value is estimated as of the date of granting using a binomial prices model, taking into consideration the terms and conditions under which the instruments were granted. Loan provisions The Company records provisions on its doubtful collection loans in accordance with the requirements of IAS 39. The provision is calculated on the basis of estimates of losses incurred derived from the incapacity of clients to make contractual payments on the loans granted. The estimate of losses incurred is calculated using historical statistics on payment and default behavior, adjusted by the circumstances of the markets where the Group operates, if applicable. The cash flows expected to be received are discounted at the present value at the original rate. Customer loyalty programs The Company has loyalty programs for the use of its credit card, through which ―points‖ are given which can be exchanged for products in a certain period of time. Points granted in sales transactions are recorded as a separate component of the sale, equivalent to the recording of the sale of products pending dispatch, in accordance with IFRIC 13 ―Customer Loyalty Programmes‖. The market value of the points granted is recorded as deferred income, adjusted by the estimated rate of non-exchange due to expiration of the benefit. The estimated rate of non-exchange is determined using historical data on expiration of unused points. Although these estimates have been performed in function of the best available information on the date of 35 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) issuance of these consolidated financial statements, it is possible that events that might take place in the future could force their modification (upward or downward) in the next periods, which would be carried out prospectively, recognizing the effects of changes in estimate in the corresponding future consolidated financial statements. 2.27 New accounting pronouncements (IFRS and Interpretations of the IFRS Interpretations Committee) IFRS improvements and amendments, as well as the interpretations that have been published in the period are detailed below. As of the date of these financial statements, these standards are not in force yet: New Standards IFRS 9 IFRS 10 IFRS 11 IFRS 12 IFRS 13 Financial Instruments: Classification and Measurement Consolidated Financial Statements Joint Agreements Disclosure of Interest in Other Entities Fair value Measurement Mandatory date of application January 1, 2015 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013 IFRS 9 “Financial Instruments” This Standard introduces new requirements for the classification and measurement of financial assets, early application is allowed. Requires that all financial assets be classified wholly on the basis of the entity‘s business model for management of financial assets and the characteristics of the contractual cash flows of the financial assets. Financial assets under this standard are measured either at amortized cost or fair value. Only financial assets that are classified as measured at amortized cost must be tested for impairment. Their application is effective for annual periods beginning on or after January 1, 2015, early adoption is allowed. The Company has evaluated the impact from the application of the mentioned standard, concluding that it will not significantly affect the financial statements. IFRS 10 “Consolidated Financial Statements” / IAS 27 “Separate Financial Statements” This Standard will replace the portion of IAS 27 Separate and Consolidated Financial Statements which deals with accounting for consolidated financial statements. In addition includes matters treated in SIC 12 Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities (including special purpose entities or structured entities). The changes introduced by IFRS 10 will significantly require management to exercise professional judgment in the determination of which entity is controlled and which must be consolidated, compared to the requirements of IAS 27. The Company has evaluated the impact from the application of the mentioned standard, concluding that it will not significantly affect the financial statements. IFRS 11 “Joint Agreements”/ IAS 28 “Investments in Associates and Joint Ventures” IFRS 11 replaces IAS 31 Participation in Joint Ventures and SIC 13 Joint Control Entities – Non-monetary Contributions of Participants. IFRS 11 uses certain of the terms that were used in IAS 31, but with different meanings. While IAS 31 identifies 3 forms of joint ventures, IFRS 11 only speaks of 2 forms of joint agreements (joint ventures and joint operations). IFRS 11 uses the control principle of the new IFRS 10 to identify control; therefore the determination as to whether there is joint control might change. In addition IFRS 36 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 11 removes the option of accounting for entities under joint control using proportional consolidation. In its place, the agreements that comply with the definition of entities under joint control must be accounted for using the equity method. For ―joint operations‖, which include jointly controlled assets and joint operations, an entity recognizes its assets, liabilities, income and expenses should they exist. The Company has evaluated the impact from the application of the mentioned standard, concluding that it will not significantly affect the financial statements. IFRS 12 “Disclosure of Share in Other Entities” IFRS 12 is a consolidated standard on disclosures regarding the entity‘s share in subsidiaries, joint control agreements, associates and other structured entities. Disclosures are oriented to describing the nature and risks associated to the shares in other entities, as well as their effects on the financial position, income and cash flows. The Company has evaluated the impact from the application of the mentioned standard, concluding that it will not significantly affect the financial statements. IFRS 13 “Fair Value Measurement” IFRS 13 establishes a single guideline on the manner of measuring fair value. The standard changes the definition of fair value – Fair Value: the price that could be received when an asset is sold or the price that might be paid when settling a liability in a regular transaction between market participants on the valuation date (exit price). It also incorporates certain new disclosures. The Company has evaluated the impact from the application of the mentioned standard, concluding that it will not significantly affect the financial statements. Improvements and Amendments IFRS 7 IFRS 10 Financial Instruments: Information to be Disclosed Consolidated Financial Statements IFRS 11 IFRS 12 Joint Agreements Disclosure of Interest in Other Entities IAS 1 IAS 16 IAS 19 IAS 27 Pressentation of Financial Statements Property, Plant and Equipment Employee Benefits Separate Financial Statements IAS 28 IAS 32 Investments in Associates and Joint Ventures Financial Instruments: Presentation IAS 34 Interim Financial Reporting Date of mandatory application January 1, 2013 January 1, 2013 January 1, 2014 January 1, 2013 January 1, 2013 January 1, 2014 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2014 January 1, 2013 January 1, 2013 January 1, 2014 January 1, 2013 IFRS 7 “Financial Instruments: Disclosures” The modification of IFRS 7 was issued in December 2011 and requires that entities disclose in their financial 37 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) reporting the effects or possible effects of financial instrument offsetting agreements on the financial position of the entity. The standard is applicable as of January 1, 2013. The Company considers that this standard will not significantly affect the financial statements. IAS 1 “Presentation of Financial Statements” “Annual Improvements 2009–2011 Cycle”, issued in May 2012, modified, eliminated and added certain paragraphs in order to clarify the difference between voluntary additional comparative information and the minimum comparative information required. In general, the minimum comparative period required is the previous period. An entity must include comparative information in the notes related to the financial statements when the entity voluntarily provides comparative information beyond the minimum comparative period required. The additional comparative period does not need to contain a full set of financial statements. In addition, beginning balances of the statement of financial position (known as the third balance sheet) must be presented under the following circumstances: when the entity changes its accounting policies; when retroactive re-expressions or reclassifications are carried out that have a material effect on the statement of financial position. The beginning balance of the statement of financial position would be at the beginning of the previous period. However, unlike voluntary comparative information, the related notes are not obligated to accompany the third balance sheet. IAS 16 “Property, Plant and Equipment” “Annual Improvements 2009–2011 Cycle”, Issued in May 2012, clarifies that spare parts and auxiliary equipment that complies with the definition of property, plant and equipment are not inventory. An entity shall apply this modification retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors for Annual Periods Commencing as of January 1, 2013. Early application is allowed, and must be disclosed. The Company has evaluated the impact from the application of the mentioned standard, concluding that it will not significantly affect the financial statements. IAS 19 “Employee Benefits” On June 16, 2011, the IASB published modifications to IAS 19, Employee Benefits, which change the accounting for defined benefits plans and termination benefits. The modifications require recognition of the changes in the obligation for defined benefits and in plan assets, when these occur, eliminating the corridor focus and accelerating recognition of past service costs. Changes in the defined benefits obligation and plan assets are separated into three service cost components, net interest on net defined benefits liabilities (assets) and remeasurement of net defined benefits liabilities (assets). Modifications are effective for annual periods commencing on or after January 1, 2013, early application is allowed. Retrospective application is required with certain exceptions. The Company has evaluated the impact from the application of the mentioned standard, concluding that it will not significantly affect the financial statements. IAS 27 “Separate Financial Statements” In May 2011 the IASB published IAS 27 revised with the modified title—Separate Financial Statements. This is a consequence of the issuance of IFRS 10 Consolidated Financial Statements, leaving IAS 27 regulating only the concept of separate financial statements. The Company considers that this standard will not significantly affect the financial statements. 38 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) IAS 34 “Interim Financial Information” “Annual Improvements 2009–2011 Cycle”, issued in May 2012, clarifies the requirements of IAS 34 related to the operating segment information of total assets and liabilities for each of the operating segments in order to increase coherence with the requirements of IFRS 8 Operating Segments. The Company considers that this standard will not significantly affect the financial statements. 39 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 3 – Cash and Cash Equivalents Consolidated cash and cash equivalents are detailed as follows: a) b) Total consolidated cash and cash equivalents Cash and cash equivalents – Non-banking Business Cash and cash equivalents - Bank Services Dec-31-12 ThCh$ 569,292,267 196,947,322 372,344,945 Dec-31-11 ThCh$ 407,923,303 123,038,609 284,884,694 a) Information on cash and cash equivalents – Non-banking Business: Classes of cash equivalents Cash Bank balances Time deposits Money market securities Total Dec-31-12 ThCh$ 45,477,564 92,953,444 49,929,895 8,586,419 196,947,322 Dec-31-11 ThCh$ 34,490,845 74,488,043 4,689,763 9,369,958 123,038,609 Information on cash and cash equivalents by currency – Non-banking Business: Currency Chilean pesos US dollars Euros Argentinean pesos Peruvian new soles Colombian pesos Total Dec-31-12 ThCh$ 136,965,891 8,866,826 573,178 12,481,399 16,891,045 21,168,983 196,947,322 Dec-31-11 ThCh$ 73,458,932 11,975,873 479,084 1,748,101 24,216,636 11,159,983 123,038,609 b) Information on cash and cash equivalents for Banking Services Classes of cash and cash equivalents Cash Bank balances Time deposits Money market securities(1) Transactions with settlement in process, net (2) Total Dec-31-12 ThCh$ 98,332,983 82,509,437 32,772,045 155,588,301 3,142,179 372,344,945 Dec-31-11 ThCh$ 55,812,962 101,011,807 21,280,457 105,219,494 1,559,974 284,884,694 40 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Information on cash and cash equivalents by currency for Banking Services Currency Chilean pesos US dollars Peruvian new soles Colombian pesos Total Dec-31-12 ThCh$ 261,322,183 11,501,925 84,626,353 14,894,484 372,344,945 Dec-31-11 ThCh$ 190,830,674 19,815,542 66,127,544 8,110,934 284,884,694 Corresponds mainly to deposits and funds managed by third parties maturing in less than 90 days. The difference of Th$121,690,530 produced with the balance sheet line ―instruments held for trading‖ corresponds to financial instruments of Banco Falabella Chile, maturing in more than 90 days. (1) (2) Presents net difference between asset and liability operations. 41 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 4 – Other Current Financial Assets a) This caption includes the following current financial assets of the Non-banking Business. Non-banking Business Detail of Other current financial assets Dec-31-12 ThCh$ Shares Derivative instruments (non-hedge) Mutual funds Restricted funds Collections in transit Reserve for collections in transit (1) Other current financial assets Hedge assets Total 346 492,607 7,222,749 6,910,686 25,565,686 (20,748,539) 19,443,535 7,671,081 27,114,616 Dec-31-11 ThCh$ 346 2,007,559 4,920,017 3,675,438 21,516,116 32,119,476 7,356,702 39,476,178 The Company takes positions in derivative financial instruments with counterparts that have a minimum level of risk rating and which are subject to credit analysis before entering into any operation. Those analyses are required on the basis of internal procedures established by the Company. The types of derivative instruments entered into by the Company contain valuation inputs that are observable in the market. Instruments used correspond to currency swaps and currency forward contracts. The Company has valuation models which are applied to determine the market value of the derivatives. The valuation methodology used includes price models using present value calculations. Those models require market financial data for their calculation and are obtained through public and private access information platforms. The information required for the calculation mainly includes spot and forward exchange rates and interest rate curves. (1) In April 2012, the subsidiary Promotora CMR Falabella S.A. noticed that Cuentas Punto Com S.A., a company controlled by CB Capitales S.A., unduly appropriated ThCh$ 20,748,539 in payments received in the Internet website ―miscuentas.com‖. Considering the financial situation of the controlling group of Cuentas Punto Com S.A., and consistent with the policies and practices that are regular for the Group, the Board of CMR Promotora Falabella S.A. decided to record a reserve for the 100% of the unduly appropriated collections in transit. It should be noted that clients of Promotora CMR Falabella S.A., were never affected by the described situation, since the payments made by them through the service organization Cuentas Punto Com S.A., were credited in a timely manner by CMR in their accounts. 42 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 5 – Other Current Non-financial Assets Other current non-financial assets for the Non-banking Business are detailed as follows: Non-banking Business Detail of other current non-financial assets Dec-31-2012 Current ThCh$ Dec-31-11 Current ThCh$ Advertising Contracts Prepaid rent VAT Software maintenance contract Prepaid Insurance Rental guarantees Other 2,393,706 3,120,587 34,458,363 1,957,967 7,828,867 324,658 5,383,004 3,246,323 3,400,700 27,461,644 1,835,396 3,704,672 375,183 6,198,053 Other Current Non-financial Assets 55,467,152 46,221,971 43 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 6 – Consolidated Trade Accounts Receivable The Company‘s net trade accounts receivable are detailed as follows: Dec-31-12 ThCh$ a) Non-banking Business Current trade and other accounts receivable Non-current receivables b) Banking Services Due from banks Loans and accounts receivable from clients Total Dec-31-11 ThCh$ 1,206,369,024 177,875,284 1,162,050,456 222,367,279 1,712,831,227 15,996,505 1,467,337,177 3,097,075,535 2,867,751,417 a) Current trade and other accounts receivable and non-current receivables are detailed as follows: Non-banking Business Current Non-current Trade accounts receivable Allowance for doubtful accounts Subtotal Trade Accounts Receivable, net Notes receivable Allowance for doubtful accounts Subtotal Notes Receivable, net Miscellaneous receivables Allowance for doubtful accounts Subtotal Miscellaneous Receivables, net Financial accounts receivable Allowance for doubtful accounts Subtotal Financial Accounts Receivable, net Dec-31-12 ThCh$ 181,067,685 (5,983,335) 175,084,350 63,508,471 (6,989,711) 56,518,760 55,618,877 (1,784,452) 53,834,425 963,035,447 (42,103,958) 920,931,489 Dec-31-11 ThCh$ 159,703,859 (7,009,432) 152,694,427 55,458,725 (7,365,369) 48,093,356 44,023,221 (1,219,653) 42,803,568 953,115,108 (34,656,003) 918,459,105 Dec-31-12 ThCh$ 8,490,909 8,490,909 1,767,868 (590,411) 1,177,457 3,377,563 3,377,563 172,661,663 (7,832,308) 164,829,355 Dec-31-11 ThCh$ 5,232,802 5,232,802 4,904,149 (1,037,386) 3,866,763 1,910,005 1,910,005 219,740,301 (8,382,592) 211,357,709 Total Trade and Other Accounts Receivable 1,206,369,024 1,162,050,456 177,875,284 222,367,279 44 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Due to the financial retail line of business, there are no real guarantees associated to accounts receivable, except for car loans which have an associated pledge. Renegotiations are part of the credit strategy and allow for the regularization of debts, mainly for clients that are overdue due to a circumstantial event and who express a desire to pay, which is guaranteed through the requirement of a payment on the account prior to the regularization. As of December 31, 2012 the percentage of renegotiated loans is 5.41% and 3.34% as of December 31, 2011 of the total financial accounts receivable. The composition of Loans and accounts receivable and Due from banks for Banking Services is detailed as follows: BankingServices Loans and accounts receivable from clients Allowance for doubtful accounts Subtotal Loans and Accounts Receivable Clients, net Due from banks Total Financial Accounts Receivable Dec-31-12 ThCh$ 1,803,750,711 (90,919,484) 1,712,831,227 1,712,831,227 Dec-31-11 ThCh$ 1,535,806,408 (68,469,231) 1,467,337,177 15,996,505 1,483,333,682 The main types of guarantees in the Banking Business are: mortgages, CORFO for university student loans, state guaranteed university student loans (CRUGE), FOGAPE for commercial bank loans (micro entrepreneurs) and public offer instruments on financial operations. 45 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) b) Current financial accounts receivable and their allowances by category within current trade and other accounts receivable are detailed as follows: Non-banking business Current financial accounts receivable (net) Consumer loans Credit card receivables Total Current Financial A/R (net) Assets before allowances Dec-31-12 Dec-31-11 ThCh$ ThCh$ 5,081,489 15,216,608 957,953,958 937,898,500 963,035,447 953,115,108 Allowances established Dec-31-12 Dec-31-11 ThCh$ ThCh$ (530,109) (828,274) (41,573,849) (33,827,729) (42,103,958) (34,656,003) Total, net Dec-31-12 Dec-31-11 ThCh$ ThCh$ 4,551,380 14,388,334 916,380,109 904,070,771 920,931,489 918,459,105 c) Non-current financial accounts receivable and their allowances by category, within non-current rights receivable are detailed as follows: Non-banking Business Non-current financial A/R (net) Credit card receivables Total Non-current Financial A/R (net) Assets before allowances Dec-31-12 Dec-31-11 ThCh$ ThCh$ Allowances established Dec-31-12 Dec-31-11 ThCh$ ThCh$ Total, net Dec-31-12 Dec-31-11 ThCh$ ThCh$ 172,661,663 219,740,301 (7,832,308) (8,382,592) 164,829,355 211,357,709 172,661,663 219,740,301 (7,832,308) (8,382,592) 164,829,355 211,357,709 46 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) d) Loans and accounts receivable and their allowances by category, within loans and accounts receivable from clients and due to banks for bank services are detailed as follows: Bank Services Loans and accounts receivable from clients Commercial loans Housing loans Consumer loans Credit card receivables Assets before allowances Dec-31-12 Dec-31-11 ThCh$ ThCh$ 83,159,887 89,868,433 336,308,735 278,564,383 755,476,384 649,653,456 628,805,705 533,716,641 Allowances established Dec-31-12 Dec-31-11 ThCh$ ThCh$ (270.688) (355,587) (1.672.809) (1,531,944) (44.145.392) (30,787,994) (44.830.595) (35,793,706) Total, net Dec-31-12 Dec-31-11 ThCh$ ThCh$ 82,889,199 89,512,846 334,635,926 277,032,439 711,330,992 618,865,462 583,975,110 497,922,935 Total Loans and A/R from Clients 1,803,750,711 (90.919.484) 1,712,831,227 1,551,802,913 (68,469,231) 1,483,333,682 e) Maturity Analysis As of each year-end the aging analysis of trade and other current accounts receivable and non-current receivables is detailed as follows: Non-banking Business Dec-31-11 Dec-31-12 Neither overdue Total nor impaired 1,444,088,170 1,201,981,401 1,449,528,483 1,197,243,002 Overdue ‹30 days 141,877,115 140,564,742 30-60 days 38,664,704 43,092,775 60-90 days 18,612,056 20,215,108 90-120 days 12,538,198 14,396,057 >120 days 30,414,696 34,016,799 47 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) As of each year-end, the analysis of loans and accounts receivable and owed from banks to clients by age for Banking Services is detailed as follows: Banking Services Dec-31-11 Dec-31-12 Neither overdue Total nor impaired 1,551,802,913 1,427,477,208 1,803,750,711 1,668,331,025 Overdue ‹ 30 days 33,079,211 18,645,037 30-60 days 18,706,863 21,303,433 60-90 days 18,084,657 20,305,704 90-120 days 47,338,350 67,293,790 >120 days 7,116,624 7,871,722 The group uses models (for example Behavior Scoring) to classify the risk of each client. Depending on the actions taken on the portfolio, different scoring groups are used. In addition there are ongoing reviews of the client portfolio in respect to behavior situations (i.e. returned checks and delinquency). 48 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) f) Credit risk policies, allowances and write-offs f.1) Financial accounts receivable credit policies The policies presented below are those that the Company considers most adequate and wewre designed to ensure sustainable development of the business. That is why they are flexile in order to be able to modify them in case of different financial market dynamics scenarios that might occur. The information presented below corresponds to the business of credit cards issued by CMR Promotora S.A. Chile, CMR Argentina and Patrimonio Autónomo Peru. f.1.1) CMR Falabella Card Through this single product the Company grants clients a line of credit that can be used in the following ways: a. As a means of payment of goods and services at stores and affiliated entities and automatic payment of accounts. In this mode the holder of a CMR Falabella card and the additionals authorized by him/her can make purchases, pay for services or enter into automatic payment of accounts at the commercial establishments affiliated by CMR, such as Falabella, Sodimac, Tottus, Copec, Mc Donalds, Fasa, Cruz Verde, etc. Clients that have a CMR Falabella Visa card have the same previously mentioned ways to use the card, and are able to access a broader commercial network, considering that the affiliation of stores is carried out by Transbank or Visa International. b. To draw cash advances. In this mode the client can use his/her CMR Falabella card to take cash advances at cashiers in commercial establishments especially enabled for that purpose, in the network of Red F and Redbank ATM and through electronic transfers where the money is deposited directly to the account indicated by the client. This mode has certain limitations to the amounts depending on the places the cash is dispensed and based on the risk models applied to the clients. The types of cards are the following: i) CMR Falabella card Agreed Installments: In this system, for each operation the client chooses the number of installments in which they wish to pay from 1 to 48 months. Purchase terms in months are related to the type of asset acquired or the type of service paid. It is thus for example that for clothing, supermarket and fuel purchases terms do not exceed 12 months. When dealing with goods rated as ―durable‖, the terms can reach up to 48 months. In payment of accounts for basic services, insurance charges and contributions to charitable institutions charged as an automatic payment of accounts, there is no payment by installments and 100% of 49 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) these amounts must be paid in the month. There is also a deferred payment mode that consists in beginning to pay on the month after the next or following, which the client can request directly at the cashiers of enabled stores where they are using their CMR Falabella card. In this type of card, the interest rate applied is that current at the time of the purchase, which is informed to the client in the CMR Falabella Internet site and in all the CMR offices. This rate is fixed for the entire term agreed for the payment. Likewise, the interest rate, number of installments value of the installment and the date of the first payment are recorded in the voucher signed by the client and in the control copy provided to the client. ii) CMR Falabella card and CMR Falabella Visa Saldo Refundido (revolving): In this system, the client can purchase with or without installments and upon at the due date can choose to pay the total for the month or a minimum. This is the mode commonly used by international brand name cards operating in Chile and the world. In Chile the general conditions to be a client are: to be a Chilean citizen or foreigner with final residency, be more than 18 years old, with a stable domicile, minimum income (which can vary but is always higher than the minimum legal salary) and with no record of returned documents or default. People interested in obtaining a CMR Falabella credit card must fill out a credit request and take it to the Company‘ offices for processing. This request is processed at the CMR offices with an evaluation structure and go through different stages such as verification of information, credit check, application of the ―application score‖ model (mathematical model based on the available variables of the requester of the card, which provides a risk score and credit limit based on income). Finally on the basis of all the previously mentioned information the credit evaluators approve, reject or ask for more information from the requester. The client, holder of the CMR Falabella credit card is assigned an initial limit which is distributed among the aforementioned manners of use, based on the income and risks of each client. The limits assigned are reported monthly in the statement of account. The Company does not distinguish, for credit granting purposes, between the commercial facilities where the CMR Falabella credit card will be used. Regarding increasing the limits, to the extent that the client fulfills his/her payment commitments and demonstrates good external behavior, the initial limit granted can be increased at the client‘s request at any CMR Falabella office in the country or through the Call Center or Internet channels. The limit can also be increased through an offer made by the Company to the client, who can accept or reject it at will. The specific parameters for assigning and increasing limits are reserved Company information, but the Company tries to maintain a balance between the usage needs of the clients and their real payment possibilities, which are given by their income and their compliance information in the financial market. The individual financial evaluation to determine the increase in the limit of each client uses a ―behavior score‖, mathematical model that on the basis of the client‘s variables and fundamental analysis of their internal behavior with the Company, assigns a score that is considered by the evaluator that increases the limit. 50 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) In addition to the mentioned modes of use, clients holders of the CMR Falabella credit card, can access the ―super advance‖ product which is offered monthly to the portfolio of clients with good internal and external credit behavior. Installments on this loan are charged against the limit assigned to purchases and are 100% payable in the minimum monthly payment. Monthly on the billing date the Company sends a statement of account to the address specified by the client, which reflects all the movements of the card, the amounts used, amounts available in the different use modes, and the amount payable in the next due dates. The statements of account are also available in the CMR Internet site, where the client through the use of passwords provided can access the statement of account and all information on interest rates, promotions, etc. The days of the month that the clients can choose to pay are on the 5th, 10th, 15th, 20th, 25th and 30th of the month. The places enabled to receive payment of the statements of account are cashiers at CMR Falabella, cashiers at Falabella stores, cashiers at Sodimac, cashiers at Tottus, in addition to electronic means in Internet payment portals. The cards remain operational as long as the client‘s payment of the account is not overdue. Operation authorizations are handled by a centralized computer system that verifies that the payment of the account is up to date, as well as that the amount of the operation is within the authorized limit. The Company also has a Call Center service where the client can make all types of inquiries regarding his/her account or the modes of use and where in addition clients can report the loss or misplacement of their card. The latter service is available 24 hours a day, 7 days a week 365 days a year. In Argentina the general conditions to become a client are: must be a citizen of the country or foreigner with final residency, be more than 21 years old and less than 75 years old, have minimum income (2,500 Argentinean pesos, net) and no checks returned or default. Employment seniority of more than 1 year is required. Regarding increased credit limits, to the extent that the client fulfills his/her payment commitments and demonstrates good external behavior, the initial limit can be increased if: the client has had the card more than 6 months, the account situation is at zero, there has been no refinancing during the last year, with no renegotiations in the last 6 months and no negative affectations in the financial system. The individual financial evaluation to determine the increase in credit limit for each client is performed using ―behavior score‖, a mathematical model which on the basis of the client‘s variables and fundamental analysis of their internal behavior with the Company, assigns a score that is considered by the evaluator that increases the limit. In addition to the mentioned usage modes, clients holders of the CMR Falabella credit card, can access the ―super advance‖ product, which is offered monthly to the portfolio of clients with good internal and external credit behavior. The cards are kept operative as long as the client is up to date on card payments. Operation authorizations are handled by a centralized computer system that verifies that the payment of the 51 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) account is up to date, and that the amount of the operation is within the authorized limit. In Peru the general conditions to be a client are: minimum age of 22 and maximum of 68, minimum income (480 Soles) and no negative information in risk centers. Employment seniority of 6 months is required. The individual financial evaluation to determine the increase in the credit limit of each client is carried out using the ―behavior score‖, mathematical model which on the basis of the client‘s variables and fundamental analysis of their internal behavior with the Company, assigns a score that is considered by the evaluator that increases the limit. In addition to the mentioned usage modes, clients holders of the CMR Falabella credit card, can access the ―super advance‖ product, which is offered monthly to the portfolio of clients with good internal and external credit behavior. f.1.2) Renegotiations Corresponds to the change in the debt structure for accounts that are 1 day overdue and up to before write-off (at 6 months overdue). After 6 months delay, when the account is written-off, no renegotiations are performed. To perform these operations the following conditions must be met: i) ii) Accounts up to 14 days overdue: do not require obligatory payment on account. Accounts from 15 days to 6 months overdue: require mandatory payment on account of the total debt. In cases i) and ii), to perform a second operation of this type, it is necessary to have effectively paid anadditional amount to what has been effectively paid in the previous operation. There is no minimum period between operations of this type, nor a maximum number of renegotiations, because the mandatory payments on account constitute a risk limitation. Renegotiations as part of the business policy, allow partial recovery of credit by requiring a percentage of payment of the total debt. Clients with riskier credit behavior remain however with their account blocked to new transactions at least for six months, until the successive payment of obligations is proven. f.1.3) Refinancing We denominate refinancing as the change in structure of the debt for accounts that are up to date. They do not require mandatory payment on account and to carry out the second operation of the same type requires that a percentage of the previous operation has been effectively paid. There is no time limitation between refinancing or maximum number. 52 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) f.1.4) Allowances The Company records an allowance for doubtful accounts on loans based on the requirements of IAS 39. The provision is calculated based on the estimate of losses incurred derived from the incapacity of clients to make contractual payments on loans granted. The estimate of losses incurred is calculated using historical payment and default historical statistics, adjusted by the circumstances of the market where the Company operates, if applicable. In accordance with the above, the Company uses set factors for each annual period, which can be modified at the beginning of each new year or in an interim manner if fluctuations are relevant. The Company makes a mobile monthly calculation, in order to monitor changes in market circumstances that determine an advanced adjustment of the calculation factors of the provision by tranche. 53 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) The allowances are calculated using IFRS methodology since 2009, and consist in applying certain factors on loans distributed by days of delay. The factors were determined in accordance with the history of write-offs and their recoveries. According to what has been requested by the Superintendency of Securities and Insurance, the Company has prepared a table showing the average loss of the renegotiated and not renegotiated portfolio in a separate manner as follows: Promotora CMR Overdue Up to date 1 to 30 days 31 to 60 days 61 a 90 days 91 to 120 days 121 to 150 days 151 to 180 days Portfolio Dec-12 % of average loss Non-renegotiated 0.60% 4.47% 16.43% 34.77% 65.14% 77.76% 99.48% Renegotiated 4.75% 12.22% 20.86% 32.94% 56.12% 67.35% 91.70% Portfolio Dec-12 average loss % Non-renegotiated 0.31% 1.93% 14.92% 36.87% 65.17% 92.83% 100.00% Renegotiated 6.00% 12.50% 26.08% 36.94% 51.57% 71.37% 84.30% Portfolio Dec-12 average loss % Non-renegotiated 2.89% 3.35% 25.54% 60.00% 60.00% 100.00% 100.00% Renegotiated 11.56% 20.14% 25.00% 60.00% 60.00% 100.00% 100.00% CMR Argentina Overdue Up to date 1 to 30 days 31 to 60 days 61 to 90 days 91 to 120 days 121 to 150 days 151 to 180 days Patrimonio Autonomo Peru Overdue Up to date 1 to 30 days 31 to 60 days 61 to 90 days 91 to 120 days 121 to 150 days 151 to 180 days 54 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) As of September 2011, the provision model of the consolidated portfolio calculates the provision factors separately, both for the renegotiated portfolio and for the non-renegotiated portfolio. The consolidated renegotiated portfolio represents 5.41% of the total portfolio as of December 2012, which corresponds to ThCh$61.482.569.f.1.5) Write-offs Loans receivable are written off between 150 to 180 days overdue after the due date. Recovery of write-offs goes through different collections actions that are entrusted to specialized collection companies, which occupy means such as telephone, letters, collectors in the field, and judicial processes. For collection purposes there is no distinction between the securitized and non-securitized portfolio, considering that CMR Falabella is the administrator of the securitized portfolio. f.1.6) Provision, write-offs and recoveries ratio (consolidated) Promotora CMR and Soluciones Crediticias Dec-12 ThCh$ Total non-renegotiated portfolio provision Total renegotiated portfolio provision Total write-offs for the period Total recoveries for the period Dec-11 ThCh$ 38,892,823 8,079,371 97,852,062 24,439,735 34,498,973 6,135,399 60,622,353 27,515,949 CMR Argentina Dec-12 ThCh$ Total non-renegotiated portfolio provision Total renegotiated portfolio provision Total write-offs for the period Total recoveries for the period Dec-11 ThCh$ 2,436,572 395,488 4,410,886 790,424 2,063,172 139,198 1,710,355 689,031 Patrimonio Autonomo Peru Dec-12 ThCh$ Total non-renegotiated portfolio provision Total renegotiated portfolio provision Total write-offs for the period Total recoveries for the period Dec-11 ThCh$ 123,460 8,554 27,892 - 196,979 4,872 1,517 - 55 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) f.1.7) Average ranges and terms Average operation ranges and terms are detailed as follows: Range of terms Purchases Cash advances Renegotiations (renegotiations for CMR) Refinancing Average term Chile 3.8 23.3 14.9 24.8 1 to 36 1 to 48 1 to 36 1 to 36 Average term Argentina 7.89 17.87 14.84 - f.1.8) Total refinanced amounts receivable Promotora CMR Dec-12 ThCh$ Total amount of refinanced receivables 13,174,178 % of refinanced receivables on non-renegotiated portfolio 1.39% No. of refinanced receivables 12,241 % refinanced receivables over non-renegotiated receivables 0.57% CMR Argentina Dec-12 ThCh$ Total amount of refinanced receivables - % refinanced receivables over portfolio non-renegotiated 0.00% No. of refinanced receivables - % refinanced receivables over non-renegotiated receivables 0.00% Patrimonio Autonomo Peru Dec-12 ThCh$ Total amount of refinanced receivables 41,042 % refinanced receivables over non-renegotiated portfolio 1.23% No. of refinanced receivables % refinanced receivables over non-renegotiated receivables 41 0.75% 56 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) f.2) Stratification of portfolio f.2.1) Stratification of total portfolio As of December 31, 2012 Promotora CMR and Soluciones Crediticias No. of clients non-renegotiated Overdue portfolio Up to date 1 to 30 days 31 to 60 days 61 to 90 days 91 to 120 days 121 to 150 days 151 to 180 days Total 1,864,958 149,376 45,782 27,337 20,436 18,719 16,551 2,143,159 Gross nonrenegotiated portfolio ThCh$ 821,599,397 68,980,644 22,038,805 13,988,562 10,198,224 9,695,612 8,460,262 954,961,506 No. clients renegotiated portfolio Gross nonrenegotiated portfolio ThCh$ 97,716,827 13,737,500 2,007,259 963,608 627,904 455,752 374,061 115,882,911 No. clients renegotiated portfolio Gross nonrenegotiated portfolio ThCh$ 3,030,914 291,014 14,340 16,868 8,921 2,980 5,086 3,370,123 No. clients renegotiated portfolio 59,749 16,832 7,917 4,515 2,894 2,464 2,017 96,388 Gross renegotiated portfolio ThCh$ 35,887,263 11,045,703 5,343,752 2,714,235 1,671,732 1,436,151 1,211,278 59,310,114 Total gross portfolio ThCh$ 857,486,660 80,026,347 27,382,557 16,702,797 11,869,956 11,131,763 9,671,540 1,014,271,620 Gross renegotiated portfolio ThCh$ 1,051,518 465,360 213,101 153,455 107,823 91,032 49,124 2,131,413 Total gross portfolio ThCh$ 98,768,345 14,202,860 2,220,360 1,117,063 735,727 546,784 423,185 118,014,324 Gross renegotiated portfolio ThCh$ 29,148 5,673 4,456 156 836 773 41,042 Total gross portfolio ThCh$ 3,060,062 296,687 18,796 17,024 9,757 3,753 5,086 3,411,165 CMR Argentina Overdue Up to date 1 to 30 days 31 to 60 days 61 to 90 days 91 to 120 days 121 to 150 days 151 to 180 days Total No. of clients non-renegotiated portfolio 1,129,729 58,957 9,957 4,050 2,473 1,780 1,558 1,208,504 4,125 1,545 715 459 333 246 151 7,574 Patrimonio Autonomo Peru Overdue Up to date 1 to 30 days 31 to 60 days 61 to 90 days 91 to 120 days 121 to 150 days 151 to 180 days Total No. of clients non-renegotiated portfolio 4,907 510 32 13 10 10 4 5,486 28 7 3 1 1 1 41 57 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) f.2.2) Stratification of securitized portfolio As of December 31, 2012 Promotora CMR and Soluciones Crediticias Overdue Up to date 1 to 30 days 31 to 60 days 61 to 90 days 91 to 120 days 121 to 150 days 151 to 180 days Total No. of clients nonrenegotiated portfolio 247,138 16,685 3,315 1,422 851 691 523 270,625 Gross nonrenegotiated portfolio ThCh$ 130,600,931 10,646,778 2,265,633 1,192,193 817,052 713,267 498,638 146,734,492 No. clients renegotiated portfolio Gross renegotiated portfolio ThCh$ 5,476 1,372 496 206 140 105 93 7,888 Total portfolio ThCh$ 4,505,809 1,236,219 488,302 198,349 140,146 117,465 106,758 6,793,048 135,106,740 11,882,997 2,753,935 1,390,542 957,198 830,732 605,396 153,527,540 CMR Argentina Overdue Up to date 1 to 30 days 31 to 60 days 61 to 90 days 91 to 120 days 121 to 150 days 151 to 180 days Total No. of clients nonrenegotiated portfolio 232,348 35,637 5,452 2,368 1,360 1,019 833 279,017 Gross nonrenegotiated portfolio ThCh$ No. clients renegotiated portfolio 23,346,040 3,417,673 515,159 225,972 106,186 68,256 46,538 27,725,824 Gross renegotiated portfolio ThCh$ - Total portfolio ThCh$ - 23,346,040 3,417,673 515,159 225,972 106,186 68,256 46,538 27,725,824 Patrimonio Autonomo Peru Overdue Up to date 1 to 30 days 31 to 60 days 61 to 90 days 91 to 120 days 121 to 150 days 151 to 180 days Total No, of clients nonrenegotiated portfolio 4,907 510 32 13 10 10 4 5,486 Gross nonrenegotiated portfolio ThCh$ 3,030,914 291,014 14,340 16,868 8,921 2,980 5,086 3,370,123 No, clients renegotiated portfolio 28 7 3 1 1 1 41 Gross renegotiated portfolio ThCh$ 29,148 5,673 4,456 156 836 773 41,042 Total portfolio ThCh$ 3,060,062 296,687 18,796 17,024 9,757 3,753 5,086 3,411,165 58 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) f.3) Number of cards Promotora CMR Total No. of cards issued to holders Total No. of cards with balance Monthly Average No. of renegotiations Dec-12 3,621,306 2,236,673 8,032 CMR Argentina Total No. of cards issued to holders Total No. of cards with balance Monthly Average No. of renegotiations Dec-12 1,067,150 529,600 744 Patrimonio Autonomo Peru Dec-12 Total No. of cards issued to holders Total No. of cards with balance Monthly Average No. of renegotiations 5,527 5,527 3 f.4) Risk indexes Promotora CMR and Soluciones Crediticias Risk index Dec-12 % Reserve/Nonrenegotiated portfolio 4.07% % Reserve/Renegotiated portfolio 13.62% % Reserve/Portfolio Total 4.63% % Reserve/Nonrenegotiated portfolio 2.10% % Reserve/Renegotiated portfolio 18.56% % Reserve/Portfolio Total 2.40% % Reserve/Nonrenegotiated portfolio 3.70% % Reserve/Renegotiated portfolio 20.84% % Reserve/Portfolio Total 3.91% CMR Argentina Risk index Dec-12 Patrimonio Autonomo Peru Risk index Dec-12 59 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) Promotora CMR and Soluciones Crediticias Risk index Dec-12 % Write-off/Total Portfolio 9.65% CMR Argentina Risk index Dec-12 % Write-off/Total Portfolio 3.74% Patrimonio Autonomo Peru Risk index Dec-12 % Write-off/Total Portfolio 0.82% f.5) Financial accounts receivable that are not overdue correspond to clients from different socioeconomic segments that are up to date in their credit obligations. This portfolio has a 99% chance of recovery, and therefore the associated risk is significantly low. The Company establishes an allowance for doubtful accounts for clients that are up to date, which represents the probability of default and statistical impairment of this portfolio. g) Changes in the Allowance for doubtful accounts The following table shows the annual evolution of the Company‘s uncollectibles portfolio impairment of the Non-banking Business: Non-banking Business Changes in alloance for doubtfiul accountsTrade and other accounts receivable Balance as of January 1, 2012 Expense for the period Separate impairment Group impairment Current Non-current Current Non-current ThCh$ ThCh$ ThCh$ ThCh$ Total ThCh$ 15,594,454 1,037,386 34,656,003 8,382,592 59,670,435 6,550,333 - 17,625,025 3,221,784 27,397,142 Amount used (less) ( 5,397,330) - ( 10,171,036) ( 3,772,068) (19,340,434) Reversal of unused amounts ( 1,899,501) ( 446,975) - - ( 2,346,476) Conversion adjustment ( 90,458) - ( 6,034) - ( 96,492) Balances as of December 31, 2012 14,757,498 590,411 42,103,958 7,832,308 65,284,175 Balance as of January 1, 2011 16,879,254 637,793 25,674,078 6,854,653 50,045,778 7,179,591 399,593 20,096,630 3,750,402 31,426,216 ( 8,030,939) - ( 10,958,349) ( 2,180,198) ( 21,169,486) ( 455,285) - ( 278,005) ( 42,265) ( 775,555) 21,833 - 121,649 - 143,482 15,594,454 1,037,386 34,656,003 8,382,592 59,670,435 Expense for the period Amount used (less) Reversal of unused amounts Conversion adjustment Balance as of December 31, 2011 60 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of a report originally issued in Spanish – see Note 2.1) The following table shows the annual evolution of the impairment allowances of the uncollectibles portfolio for bank services: Bank services: Changes in alloance for doubtfiul accounts- trade and other accounts receivable Balance as of January 1, 2012 Expense for the period Amount used (less) Reversal of unused amounts Group impairment ThCh$ 68,469,231 116,057,628 ( 125,935) ( 93,481,440) Balance as of December 31, 2012 90,919,484 Balance as of January 1, 2011 41,730,577 Expense for the period Amount used (less) Reversal of unused amounts Balance as of December 31, 2011 81,226,815 ( 674,710) ( 53,813,451) 68,469,231 The Company is not exposed to risks associated to credit concentrations. This situation is explained mainly by atomization of the client portfolio of S.A.C.I. Falabella and its subsidiaries as of December 31, 2012 and 2011. The Company has certain financial assets as guarantee of compliance with banking and non-banking obligations with the public, in such a manner that the group‘s associated cash flows must be destined only to liquidating the respective obligations as of December 31, 2012. This amount is ThCh$184,664,529 and as of December 31, 2011 the amount is ThCh$209,317,833. h) Estimate of uncollectible trade accounts receivable, notes receivable and miscellaneous receivables. The Company establishes allowances on overdue debts depending on the type of debt whether they are documented or not, with a range that varies from 30 days of default for undocumented up to 120 days of default for documented. The estimation of uncollectibles is calculated grouping receivables and in addition there is an individual analysis of important cases or when there is knowledge of additional risks 61 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 7 – Accounts Receivable from and Payable to Related Entities a) Company Taxpayer No. Notes and accounts receivable Company Name Country of Origin Nature of Relationship 82995700-0 0-E 76177760-2 76762740-8 96955560-3 DERCOCENTER S.A. SODIMAC COLOMBIA S.A. MEGEVE CONSULTING S.A. SOC. COMERCIALIZADORA DE REPUESTOS S.A. HALDEMAN MINING COMPANY S.A. CHILE COLOMBIA CHILE CHILE CHILE RELATED DIRECTOR ASSOCIATE RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR 93061000-3 79757460-0 77693700-2 79952350-7 96545450-0 96812780 -2 0-E INDUSTRIA AUTOMOTRIZ FRANCOMECANICA S.A. AGRICOLA ANCALI LTDA. INVERSIONES E INMOBILIARIA MONTE DE ASIS LTDA. RED TELEVISIVA MEGAVISIÓN S.A. DERCOMAQ S.A. FRIOPAC S.A. OTHER COMPANIES TOTAL CHILE CHILE CHILE CHILE CHILE CHILE CHILE RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR Current Dec-31-12 Dec-31-11 ThCh$ ThCh$ 114,256 200.462 1,244,655 477.379 27,842 23,579 21,445 7,367 12,385 10,654 47,255 136,334 18,528 74,224 1,731,157 1,074 15,787 64.814 15.685 9.216 114,602 906,386 Non-current Dec-31-12 Dec-31-11 ThCh$ ThCh$ - 152.885 152,885 Type of Currency CLP COL 375.638 375,638 CLP CLP CLP As of December 31, 2012, the Company has evaluated the recoverability of accounts receivable from related companies. As a product of this evaluation no probability of non-compliance has been identified and therefore no allowance for doubtful accounts has been recorded. b) Company Taxpayer No. 94141000-6 0-E 96577470-K 95946000-0 96812780 -2 78318330-7 78057000-8 0-E Notes and accounts payable Company Name DERCO S.A. AVENTURA PLAZA S.A. ITALMOD S.A. SOCIEDAD INMOBILIARIA SAN BERNARDO S.A. FRÍOPAC S.A. TRICOLOR S.A. SOTRASER S.A. OTHER COMPANIES TOTAL Country of Origin CHILE PERU CHILE CHILE CHILE CHILE CHILE CHILE Nature of Relationship RELATED DIRECTOR ASSOCIATE ASSOCIATE RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR Current Dec-31-12 Dec-31-11 ThCh$ ThCh$ 1,383,636 1,007,650 331,223 371,155 395,858 242,794 142,783 134,449 6,084 581,901 165,460 62,748 313,091 106,757 2,738,135 2,507,454 Non-current Currency Dec-31-11 ThCh$ ThCh$ - Type of Currency - CLP PEN CLP CLP CLP CLP CLP CLP - - 62 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) The effects of transactions with non-consolidated related entities in the period ended as of December 31, 2012 and December 31, 2011 are detailed as follows: Taxpayer No. Company Relationship Country Type of transaction 0-E 0-E 78264630-3 96550660-8 94141000-6 94141000-6 94141000-6 94141000-6 82995700-0 AVENTURA PLAZA S.A. AVENTURA PLAZA S.A. COMERCIAL E INVERSIONES NEVADA LTDA. CONSTRUCTORA SANTA MARIA S.A. DERCO S.A. DERCO S.A. DERCO S.A. DERCO S.A. DERCOCENTER S.A. ASSOCIATE ASSOCIATE RELATED DIRECTOR COMMON SHAREHOLDERS COMMON SHAREHOLDERS COMMON SHAREHOLDERS COMMON SHAREHOLDERS COMMON SHAREHOLDERS COMMON SHAREHOLDERS PERU PERU CHILE CHILE CHILE CHILE CHILE CHILE CHILE 96545450-0 DERCOMAQ S.A. COMMON SHAREHOLDERS CHILE 96545450-0 96545450-0 96955560-3 DERCOMAQ S.A. DERCOMAQ S.A. HALDEMAN MINING COMPANY S.A. INMOBILIARIA E INVERSIONES SANTA CLARA LTDA. SOCIEDAD DE RENTAS COMERCIALES INMOBILIARIA PRODECO S.A. INVERSIONES E INMOBILIARIA MONTE DE ASIS LTDA. INVERSIONES E INMOBILIARIA SAN FRANCISCO DE EL MONTE LTDA. ITALMOD S.A. ITALMOD S.A. ITALMOD S.A. SOCIEDAD INMOBILIARIA SAN BERNARDO S.A. SODIMAC COLOMBIA S.A. SODIMAC COLOMBIA S.A. SOTRASER S.A. SOTRASER S.A. SOTRASER S.A. TRICOLOR S.A. TRICOLOR S.A. TRICOLOR S.A. COMMON SHAREHOLDERS COMMON SHAREHOLDERS RELATED DIRECTOR CHILE CHILE CHILE RENT AND COMMON EXPENSES SALE OF PRODUCTS RENT AND COMMON EXPENSES SALE OF PRODUCTS PRODUCT PURCHASES TRANSPORTATION SERVICES SALE OF PRODUCTS RENT AND COMMON EXPENSES RENT AND COMMON EXPENSES MAINTENANCE MACHINERY/EQUIPMENTS SALE OF PRODUCTS CRANE RENTAL SALE OF PRODUCTS RELATED DIRECTOR CHILE COMMON OWNERS COMMON SHAREHOLDERS 78391700-9 77072500-3 86899700-1 77693700-2 77693970-6 96577470-K 96577470-K 96577470-K 95946000-0 0-E 0-E 78057000-8 78057000-8 78057000-8 78318330-7 78318330-7 78318330-7 Dec-31-12 Effect on Amount income ThCh$ ThCh$ (Charge)/Credit 4,865,545 (4,175,322) 322,301 310,065 8,365 7,029 188,727 158,594 10,874,406 230,642 193,816 32,699 27,478 148,670 124,933 678,819 572,015 3,830,682 134,501 215,949 350,206 8,659,641 244,724 41,670 122,172 613,308 Dec-31-11 Effect on income ThCh$ (Charge)/Credit (3,263,391) 134,501 180,573 294,291 205,650 35,017 102,666 517,426 Amount ThCh$ 3,202,870 (2,690,596) 3,041,100 (2,551,657) 33,412 51,224 28,078 43,045 36,568 103,833 2,684 30,729 (87,255) 2,255 RENT AND COMMON EXPENSES 3,630,201 (3,050,589) 3,162,713 (2,657,742) CHILE CHILE RENT AND COMMON EXPENSES RENT AND COMMON EXPENSES 2,144,999 - (1,946,210) - 1,261,915 277,874 (1,162,565) (245,552) COMMON OWNERS CHILE RENT AND COMMON EXPENSES 1,969,936 (1,691,519) 2,191,884 (1,749,632) COMMON OWNERS CHILE RENT AND COMMON EXPENSES 863,885 (739,147) 916,940 (722,548) ASSOCIATE ASSOCIATE ASSOCIATE COMMON SHAREHOLDERS ASSOCIATE ASSOCIATE RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR RELATED DIRECTOR CHILE CHILE CHILE CHILE COLOMBIA COLOMBIA CHILE CHILE CHILE CHILE CHILE CHILE PRODUCT PURCHASES RENT AND COMMON EXPENSES PROMOTIONS RENT AND COMMON EXPENSES COMPUTER SERVICES SALE OF PRODUCTS PRODUCT PURCHASES TRANSPORTATION SERVICES SALE OF PRODUCTS PRODUCT PURCHASES PROMOTIONS TRANSPORTATION SERVICES 910,954 595,610 39,878 1,482,027 2,022,093 1,361,649 1,019,970 1,140,021 66,092 - 500,514 34,100 (1,268,198) 2,022,093 1,361,649 (957,832) 58,196 - 1,811,693 384,254 152,293 1,374,248 917,559 763,220 4,006,992 815,262 118,901 6,845,608 842,522 140,022 322,902 129,007 (1,236,669) 917,559 763,220 (683,805) 115,351 708,002 117,665 63 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) d) Key management personnel: Key employees are defined as those persons that have authority and responsibility to plan, direct and control the entity‘s activities, whether directly or indirectly, including any member (whether or not an executive) of the management council or equivalent governance body of the entity. The Company has determined that key management employees are Directors and those in the Private Payroll. The following table shows compensation received by key management employees by category: Dec-31-12 Dec-31-11 ThCh$ 2,950,044 ThCh$ 2,279,283 Directors‘ fees 311,604 289,393 Stock options 333,021 351,243 Remuneration received by management 64 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 8 – Inventories Inventories are detailed as follows: Description Raw materials Dec-31-12 Dec-31-11 ThCh$ ThCh$ 2,015,697 1,313,713 Products for sale 645,365,471 579,188,173 Work in progress 1,202,918 914,290 Materials, containers and spare parts 2,730,029 2,238,033 Merchandise in transit 111,078,525 92,114,941 Total Inventory 762,392,640 675,769,150 During the period ended as of December 31, 2012, the Company recognized ThCh$ 3,678,045,989 in inventory as cost of sales (ThCh$ 3,234,702,936 as of December 31, 2011). In addition, by concept of shortage, net realizable value and obsolescence, provisions of ThCh$ 40,684,252 were recognized in income during 2012 (ThCh$ 32,274,099 during 2011). The company has no guaranteed inventory that as of December 31, 2012 and 2011. 65 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 9 – Current Tax Assets and Liabilities for Non-banking Business and Banking Services Current tax assets, Non-banking Business Prepaid monthly tax installments (income tax net balance) Additional prepaid monthly tax installments Tax credits for absorption of past taxable income Recoverable taxes Property taxes and Austral Law, Arica Other taxes receivable Total Dec-31-12 ThCh$ 16,977,095 3,471,688 891,807 20,108,575 3,519,091 282,630 45,250,886 Dec-31-11 ThCh$ 12,169,359 2,966,913 384,455 18,679,114 3,357,110 160,137 37,717,088 Dec-31-12 ThCh$ 1,747,961 1,747,961 Dec-31-11 ThCh$ 4,046,574 4,046,574 Dec-31-12 ThCh$ 9,657,945 2,902 4,718,563 345,156 511,889 15,236,455 Dec-31-11 ThCh$ 20,837,607 8,269 5,576,888 410,104 58,709 26,891,577 Dec-31-12 ThCh$ 1,991,446 1,991,446 Dec-31-11 ThCh$ 708,633 708,633 Current tax assets - Banking Services Prepaid monthly tax installments (income tax net balance) Total Current tax liabilities - Non-banking Business Current income tax provision net of prepaid monthly tax installments paid 35% tax deductible expenses provision (non deductible expenses) Prepaid monthly tax installments payable Stamp tax Other taxes payable Total Current tax liabilities - Banking Services Current income tax provision net of prepaid monthly tax installments paid Total 66 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 10 – Current and Deferred Income Taxes a) Income tax expense/income as of December 31, 2012 and 2011 for Non-banking Business and Banking Services are composed as follows: Non-banking Business Income tax Current tax expense (tax provision) Tax expense adjustment (previous year) Tax benefit from tax losses Other charges or credits to the account Total current tax expenses, net Deferred tax expense (income) related to temporary differences Tax expense (benefit) from tax losses Deferred tax expense (income) related to changes in the tax rate or new rates (1) Other deferred tax expense (income) Total deferred tax expense (income), net Total Jan-01-12 Dec-31-12 ThCh$ 101,897,724 1,601,096 (2,426,241) (1,247,678) 99,824,901 Jan-01-11 Dec-31-11 ThCh$ 108,819,582 (338,122) (1,421,393) (88,788) 106,971,279 (5,390,135) 567,785 (7,258,095) 965,579 30,171,727 2,022,882 27,372,259 127,197,160 50,766 (1,451,323) (7,693,073) 99,278,206 Jan-01-12 Dec-31-12 ThCh$ 18,493,342 (63,804) 18,429,538 Jan-01-11 Dec-31-11 ThCh$ 14,495,512 (209,032) 14,286,480 (2,621,537) 592,768 (271,964) (2,893,501) 15,536,037 592,768 14,879,248 Banking Services Income tax Current tax expense (tax provision) Tax expense adjustment (previous year) Total current tax expenses, net Deferred tax expense (income) related to temporary differences Deferred tax expense (income) related to changes in the tax rate or new rates (1) Total deferred tax expense (income), net Total 67 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) The Law No. 20,630 published in the Chilean Diario Oficial (Official Newspaper) on September 27, 2012, which improves tax legislation and finances the educational reform, established modifications to article 20 of the Income Tax Law establishing in a permanent manner the first category income tax at 20% for taxable income in 2012 and subsequent years. IAS No. 12 states that deferred tax assets and liabilities must be measured using the fiscal rates that are expected to be applied in the period in which the asset is realized or the liability is settled, based on the rates (and fiscal laws) that at the end of the period, have been approved and practically finished the approval process. (1) The income tax expense in the statement of income accumulated as of December 2012 is ThCh$127,197,160 for the non-banking area, whereas for the banking services it reached ThCh$15,536,037, jointly amounting to ThCh$ 142,733,197, both amounts reflected in the current and deferred income taxes note. The effect on income tax expense for the non-banking area, affected by the Tax Reform is ThCh$ 30,171,727 related mainly to deferred taxes on adoption amounts when implementing IFRS. The Tax Reform effect for the banking area corresponds to income of ThCh$ 271,964 which in net terms between the banking and non-banking area reflects and expense of ThCh$ 29,899,763. 68 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) b) The reconciliation of the income tax expense or income at the statutory rate in respect to the effective rate as of December 31, 2012 and 2011 is detailed as follows: Non-banking Business Income before taxes at As of December 31, 2012 As of December 31, 2011 ThCh$ % ThCh$ INCOME BEFORE TAXES AT THE LEGAL TAX RATE IN CHILE Effect of the tax rate of other jurisdictions (effect of local rate vs Chile rate) 98,747,429 20.00 12,367,059 2.50 12,633,903 2.44 Effect of non-taxable income on the tax rate (4,017,139) (0.81) (2,517,606) (0.49) the legal tax rate in Chile Effect of non-deductible expenses on the tax rate Effect of the use of tax losses Effect of new evaluation of unrecognized deferred tax assets Effect of tax provisioned in deficit (excess) in a previous period 103,698,586 % 20.00 3,431,848 0.70 4,520,300 0.87 (2,426,241) (0.49) (1,421,393) (0.27) 42,277 0.01 150,231 0.03 1,601,096 0.32 (338,121) (0.07) Tax price-level restatement (net) (4,377,533) (0.89) (10,220,387) (1.97) Other increases (decreases) 21,828,364 4.42 (7,227,307) (1.39) TOTAL ADJUSTMENTS TO THE LEGAL TAX RATE 28,449,731 5.76 (4,420,380) (0.85) 127,197,160 25.76 99,278,206 19.15 INCOME TAX EXPENSE FOR THE YEAR EFFECTIVE TAX RATE 25.76 19.15 Banking Services Income before taxes at the legal tax rate in Chile INCOME BEFORE TAXES AT THE LEGAL TAX RATE IN CHILE Effect of the tax rate of other jurisdictions (effect of local rate vs Chile rate) As of December 31, 2012 As of December 31, 2011 ThCh$ % ThCh$ % 11,669,762 20.00 12,667,388 20.00 575,148 0.99 67,280 0.11 (72,689) (0.12) (99,799) (0.16) 1,460,455 2.50 1,202,692 1.90 (63,803) (0.11) (209,031) (0.33) Other increases 1,967,164 3.37 1,250,718 1.97 TOTAL ADJUSTMENTS TO THE LEGAL TAX RATE 3,866,275 6.63 2,211,860 3.49 15,536,037 26.63 14,879,248 23.49 Effect of non-taxable income on the tax rate Effect of non-deductible expenses on the tax rate Effect of tax provisioned in excess in a previous period INCOME TAX EXPENSE FOR THE YEAR EFFECTIVE TAX RATE 26.63 23.49 69 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) c) Deferred tax balances by category of difference with the tax books are detailed as follows: Non-banking Business As of December 31, 2012 Concepts - Statement of Financial Position Leased assets Amortization of intangibles Property, plant and equipment valuation difference Inventory valuation differences Capitalized prepaid expenses Termination benefits Deferred income Tax loss carry forward Allowance for doubtful accounts Obsolescence provision Realization provision Vacation accrual Other provisions Derivative instruments Recoverable insurance claims Other Total Net balance As of December 31, 2011 Deferred asset Deferred liability Deferred asset Deferred liability ThCh$ ThCh$ ThCh$ ThCh$ 1,417,532 262,801 1,303,199 3,360,197 1,890,656 7,063,122 22,038,980 14,944,876 1,818,411 4,217,870 5,178,138 12,645,199 76,140,981 4,245,386 19,573,010 244,107,265 4,122 772,073 1,115,058 1,559,499 2,569,856 273,946,269 197,805,288 952,179 226,603 1,180,498 3,245,015 1,220,732 6,282,718 22,606,765 12,137,679 976,173 3,177,801 4,185,051 6,742,871 62,934,085 1,131,698 19,379,644 207,536,464 1,239 1,026,093 1,115,270 2,412 48,344 230,241,164 167,307,079 70 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Banking Services As of December 31, 2012 Concepts - Statement of Financial Position As of December 31, 2011 Deferred asset Deferred liability Deferred asset ThCh$ ThCh$ ThCh$ Deferred liability ThCh$ Amortization of intangibles Property, plant and equipment valuation difference - 1,304,104 3,829,452 - 1,195,175 3,544,295 Capitalized prepaid expenses - 24,132 - 36,388 10,531,189 552,861 1,422,853 21,124 12,528,027 6,558,411 811,928 5,969,616 6,914,608 483,468 2,309,874 17,253 9,725,203 3,707,819 1,241,526 6,017,384 Derivative instruments Allowance for doubtful accounts Vacation accrual Other accruals Other Total Net balance 71 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) d) Reconciliation of balance sheet amounts and deferred tax details Non-banking business Net balance according to tables presented above Deferred tax assets Deferred tax liabilities Total Dec-31-12 48,292,370 246,097,658 197,805,288 Dec-31-11 41,542,775 208,849,854 167,307,079 Dec-31-12 11,552,465 4,994,054 6,558,411 Dec-31-11 8,765,431 5,057,612 3,707,819 Banking Services Net balance according to tables presented above Deferred tax assets Deferred tax liabilities Total 72 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 11 – Investments in Associates a) Investments in associates Non-banking Business Information regarding the Company‘s direct and indirect investments in Associates in the Non-banking Business as of December 31, 2012 and December 31, 2011, and income recognized as of December 2012 and 2011 are detailed as follows: Company Country of origin Functional currency Sodimac Colombia S.A. Aventura Plaza S.A. (1) Italmod S.A. Inmobiliaria Cervantes S.A. Total Colombia Peru Chile Chile COL PEN CLP CLP 12/31/2012 Participation percentage % 49.00% 60.00% 50.00% 33.70% 12/31/2011 Participation percentage % 49.00% 60.00% 50.00% 33.70% 12/31/2012 Carrying amount ThCh$ 73,261,756 56,259,021 5,821,435 294,459 135,636,671 12/31/2011 Carrying amount ThCh$ 49,388,602 55,068,665 5,308,834 294,926 110,061,027 12/31/2012 Income for the period ThCh$ 16,954,520 2,604,181 512,601 14,392 20,085,694 12/31/2011 Income for the period ThCh$ 10,721,040 1,407,512 445,483 13,995 12,588,030 The Company directly or indirectly has 60% interest in Aventura Plaza S.A. (49% effective interest). This company has been recorded as an associate using the equity method and not as a subsidiary, since the Company does not have control over its operating and financial activities by agreement between its shareholders. (1) b) Investments in Associates - Banking Business Information regarding the Company‘s direct and indirect investments in associates in the Banking Business as of December 31, 2012 and December 31, 2011, and income recognized as of December 2012 and 2011 is detailed as follows: Company Unibanca S.A. Total Country of origin Functional currency Peru PEN 12/31/2012 Participation percentage % 20.19% 12/31/2011 Participation percentage % 20.19% 12/31/2012 Carrying amount ThCh$ 1,900,837 1,900,837 12/31/2011 Carrying amount ThCh$ 2,018,986 2,018,986 12/31/2012 Income for the period ThCh$ 363,445 363,445 12/31/2011 Income for the period ThCh$ 498,997 498,997 73 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) c) Summarized information on associates: Summarized financial information on associates as of December 31, 2012 and as of December 31, 2011, and information about results as of December, 2012 and 2011 is detailed as follows: Associate Sodimac Colombia S.A. Aventura Plaza S.A. Unibanca S.A. Italmod S.A. Inmobiliaria Cervantes S.A. Total Associate Sodimac Colombia S.A. Aventura Plaza S.A. Unibanca S.A. Italmod S.A. Inmobiliaria Cervantes S.A. Total Information as of December 31, 2012 Total Assets Total Assets Total Liabilities Current Non-current Current ThCh$ ThCh$ ThCh$ 164,885,820 265,135,079 154,585,966 12,876,005 179,298,998 11,819,482 9,310,588 4,203,666 4,099,975 10,845,054 4,067,135 2,779,566 13,055 439,937 17,853 197,930,522 453,144,815 173,302,842 Total Liabilities Non-current ThCh$ 136,583,255 86,590,486 489,754 223,663,495 Goodwill Information as of December 31, 2011 Total Assets Total Assets Total Liabilities Current Non-current Current ThCh$ ThCh$ ThCh$ 135,759,158 203,559,105 154,013,273 10,888,586 155,941,821 6,862,845 6,975,450 4,243,230 1,219,245 11,273,431 3,657,298 3,744,892 91,788 437,149 92,412 164,988,413 367,838,603 165,932,667 Total Liabilities Non-current ThCh$ 95,174,034 68,186,454 568,170 163,928,658 Goodwill ThCh$ 5,224,434 147,817 5,372,251 ThCh$ 5,224,434 147,817 5,372,251 Information as of December 31, 2012 Revenues Income for the year ThCh$ ThCh$ 619,131,579 34,601,061 17,000,433 4,340,302 4,575,516 1,800,035 21,060,725 1,025,202 52,843 42,706 661,821,096 41,809,306 Information as of December 31, 2011 Revenues Income for the year ThCh$ ThCh$ 524,714,099 21,879,673 15,808,411 2,345,853 2,815,760 2,471,383 16,875,380 890,966 51,058 41,528 560,264,708 27,629,403 74 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) d) Movements of investments in associates for the period ended as of December 31, 2012 are detailed as follows: Change in investments in associates Beginning balance as of December 31, 2011 Share in profit (loss) of investments in associates for 2012 Dividends received from investments in associates for 2012 Investment contributions Conversion adjustment and other reserves Total changes in associated entities Ending balance in investments in associates using the equity method as of December 31, 2012 Non-banking Business ThCh$ Banking Business ThCh$ Total Consolidated ThCh$ 110,061,027 20,085,694 (4,021,958) 9,511,908 25,575,644 2,018,986 363,445 (481,594) (118,149) 112,080,013 20,449,139 (4,021,958) 9,030,314 25,457,495 135,636,671 1,900,837 137,537,508 Movements of investments in associates for the year ended as of December 31, 2011 are detailed as follows: Change in investments in associates Beginning balance as of December 31, 2010 Share in profit (loss) of investments in associates for 2011 Dividends received from investments in associates for 2011 Investment contributions Conversion adjustment and other reserves Total changes in associated entities Ending balance in investments in associates using the equity method as of December 31, 2011 Non-banking Business ThCh$ Banking Business ThCh$ Total Consolidated ThCh$ 80,967,256 12,588,030 (2,763,158) 8,853,264 10,415,635 29,093,771 1,543,659 498,997 (23,670) 475,327 82,510,915 13,087,027 (2,763,158) 8,853,264 10,391,965 29,569,098 110,061,027 2,018,986 112,080,013 There are no significant restrictions for distribution of dividends and cancellation of debts on the part of associates, due to regulatory issues or related to their debt commitment. 75 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 12 – Intangible Assets Intangible assets other than goodwill – Non-banking a) Intangible assets in the Non-banking Business are detailed as follows: Non-banking Business Intangible assets, net Intangible assets with defined useful lives, net Intangible assets with indefinite useful lives Total Intangibles, Net Dec-31--12 ThCh$ 51,592,009 112,880,902 Dec-31-11 ThCh$ 44,724,111 112,880,902 164,472,911 157,605,013 a.1) Intangible assets in the Non-banking Business are detailed as follows: Non-banking Business Dec-31-12 ThCh$ Internal software development Licenses and software programs Patents, registered trademarks and other rights Other identifiable intangible assets Commercial brands (indefinite useful lives) Subtotal Accumulated amortization (less) Total, net 37,961,478 59,317,101 3,225,353 4,966,638 112,880,902 218,351,472 (53,878,561) 164,472,911 Dec-31-11 ThCh$ 28,143,550 50,614,919 3,846,937 4,136,003 112,880,902 199,621,771 (42,016,758) 157,605,013 a.2) Intangible assets with indefinite useful lives are detailed as follows: Non-banking Business Individually significant identifiable intangible assets Sodimac commercial brand Imperial commercial brand Total Remaining amortization period Indefinite Indefinite Dec-31-12 ThCh$ Dec-31-11 ThCh$ 110,641,102 2,239,800 110,641,102 2,239,800 112,880,902 112,880,902 76 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) a.3) Movements of non-banking intangible assets other than goodwill as of December 2012 are detailed as follows: Non-banking Business Gross balance Balance as of Dec-31-11 Additions due to internal development Additions due to purchases Reclassification Conversion adjustment Balance as of Dec-31-2012 Amortization Internal software development ThCh$ 28,143,550 9,817,928 37,961,478 Internal software development Licenses Patents, and registered information trademarks and programs other rights ThCh$ ThCh$ 50,614,919 3,846,397 7,757,120 706,666 1,374,432 (1,374,432) (429,370) 46,722 59,317,101 3,225,353 Other identifiable intangible assets ThCh$ 4,136,003 782,837 47,798 4,966,638 Commercial brands (indefinite useful lives) ThCh$ 112,880,902 112,880,902 Licenses Patents, and registered information trademarks and programs other rights ThCh$ ThCh$ 34,140,878 1,669,438 6,516,906 483,331 848,316 (848,316) (227,961) 29,937 41,278,139 1,334,390 Other identifiable intangible assets ThCh$ 1,795,190 1,059,288 19,029 2,873,507 Commercial brands (indefinite useful lives) ThCh$ Balance as of Dec-31-11 Amortization for the year Reclassification Conversion adjustment Balance as of Dec-31-2012 ThCh$ 4,411,252 3,981,273 8,392,525 Net carrying amount as of Dec-31-2011 23,732,298 16,474,041 2,176,959 Net carrying amount as of Dec-31-2012 29,568,953 18,038,962 1,890,963 Total ThCh$ 199,621,771 9,817,928 9,246,623 (334,850) 218,351,472 Total - ThCh$ 42,016,758 12,040,798 (178,995) 53,878,561 2,340,813 112,880,902 157,605,013 2,093,131 112,880,902 164,472,911 77 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) a.4) Movements of non-banking intangible assets other than goodwill as of December 2011 are detailed as follows: Non-banking Business Gross balance Balance as of Dec-31-10 Additions due to internal development Additions due to purchases Withdrawals Conversion adjustment Balance as of Dec-31-11 Amortization Balance as of Dec-31-10 Amortization for the year Impairment Withdrawals Conversion adjustment Balance as of Dec-31-11 Licenses Patents, Internal and registered software information trademarks and development programs other rights ThCh$ ThCh$ ThCh$ 24,737,534 37,814,432 3,549,782 10,506,167 12,681,396 252,024 (7,067,271) (514,272) (32,880) 633,363 44,591 28,143,550 50,614,919 3,846,397 Other identifiable intangible assets ThCh$ 2,633,997 1,362,657 139,349 4,136,003 Commercial brands (indefinite useful lives) ThCh$ 112,880,902 112,880,902 Licenses Patents, Internal and registered software information trademarks and development programs other rights ThCh$ ThCh$ ThCh$ 2,338,670 27,515,210 1,240,622 2,772,394 5,700,696 418,261 715,574 (699,812) (189,498) 398,896 10,555 4,411,252 34,140,878 1,669,438 Other identifiable intangible assets ThCh$ 868,221 882,248 44,721 1,795,190 Commercial brands (indefinite useful lives) ThCh$ Total ThCh$ 181,616,647 10,506,167 14,296,077 (7,581,543) 784,423 199,621,771 - Total ThCh$ 31,962,723 9,773,599 715,574 (889,310) 454,172 42,016,758 Net carrying amount as of Dec-31-10 22,398,864 10,299,222 2,309,160 1,765,776 112,880,902 149,653,924 Net carrying amount as of Dec-31-11 23,732,298 16,474,041 2,176,959 2,340,813 112,880,902 157,605,013 78 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) b) Intangibles – Banking Services: b.1) Bank-services intangible assets are detailed a follows: Banking Services Internal software development Licenses and information programs Subtotal Accumulated amortization (less) Total, net Dec-31-12 ThCh$ 24,218,403 6,040,288 Dec-31-11 ThCh$ 20,402,814 4,784,090 30,258,691 25,186,904 (18,230,368) (14,192,488) 12,028,323 10,994,416 b.2) The Banking Services intangible assets movements as of December 2012 correspond to: Banking Services Gross balance Balance as of Dec-31-11 Additions due to internal development Additions due to purchases Conversion adjustment Balance as of Dec-31-12 Amortization Internal software development Licenses and information programs Total ThCh$ 20,402,814 3,971,353 (155,764) ThCh$ 4,784,090 1,321,448 (65,250) ThCh$ 25,186,904 3,971,353 1,321,448 (221,014) 24,218,403 6,040,288 30,258,691 Internal software development Licenses and information programs Total Balance as of Dec-31-11 Amortization for the year Conversion adjustment ThCh$ 11,813,688 3,315,549 (80,190) ThCh$ 2,378,800 839,463 (36,942) ThCh$ 14,192,488 4,155,012 (117,132) Balance as of Dec-31-12 15,049,047 3,181,321 18,230,368 8,589,126 9,169,356 2,405,290 2,858,967 10,994,416 12,028,323 Net carrying amount as of Dec-31-2011 Net carrying amount as of Dec-31-2012 79 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) b.3) The Banking Services movements of intangible assets as of December 2011 are detailed as follows: Banking Services Gross balance Balance as of Dec-31-10 Additions due to internal development Additions due to purchases Withdrawals Conversion adjustment Balance as of Dec-31-11 Amortization Balance as of Dec-31-10 Amortization for the year Withdrawals Reclassifications Conversion adjustment Balance as of Dec-31-11 Net carrying amount as of Dec-31-2010 Net carrying amount as of Dec-31-2011 Internal software development ThCh$ 15,621,234 4,146,830 (101,078) 735,828 20,402,814 Licenses and information programs ThCh$ 3,141,623 1,620,567 (308,033) 329,933 4,784,090 Total ThCh$ 18,762,857 4,146,830 1,620,567 (409,111) 1,065,761 25,186,904 Internal software development ThCh$ 8,560,462 2,886,228 (8,450) 375,448 11,813,688 Licenses and information programs ThCh$ 1,418,615 399,159 212,214 348,812 2,378,800 Total ThCh$ 9,979,077 3,285,387 (8,450) 212,214 724,260 14,192,488 7,060,772 8,589,126 1,723,008 2,405,290 8,783,780 10,994,416 c) Other information on intangibles: c.1) As of December 31, 2012 there are no identifiable intangible assets in use that are fully amortized. c.2) Amortization of intangibles are presented in the statement of comprehensive income as part of administrative expenses. c.3) The Company performs annual impairment tests on intangible assets with indefinite useful lives, which did not result in adjustments to values recognized by the Company. 80 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 13 – Goodwill Goodwill is detailed as follows: Non-banking Business Sodimac S.A. Imperial S.A. Hipermercados Tottus S.A. Inverfal S.A. (Peru) Plaza Oeste S.A. Plaza Del Trébol S.A. Clamijú S.A. Plaza Tobalaba S.A. Plaza La Serena S.A. Mall Calama S.A. Inmobiliaria Las Condes S.A. – Sociedad de Rentas Falabella Total Goodwill Dec-31-12 ThCh$ 205,688,300 13,836,495 14,575,143 5,354,756 10,770,845 3,946,308 309,135 1,558,544 418,818 357,777 3,457,846 260,273,967 Dec-31-11 ThCh$ 205,688,300 13,836,495 14,575,143 5,354,756 10,770,845 3,946,308 309,135 1,558,544 418,818 357,777 3,457,846 260,273,967 Goodwill is reviewed annually to determine whether there are impairment indicators or more frequently if events or changes in circumstances indicate that the carrying amount could be impaired. Goodwill impairment is determined through evaluating the recoverable amount of the cash generating units (or group of cash generating units) to which goodwill is related. When the recoverable amount of the cash generating units (or cash generating groups) is less than the carrying amount of the cash generating units (or group of cash generating units) to which the goodwill has been allocated, an impairment loss is recognized. Impairment losses related to goodwill cannot be reversed in future periods. Impairment of intangible assets with indefinite useful lives is tested annually at an individual or cash generating unit level, as applicable. The Company tests impairment of goodwill with indefinite useful life annually and these tests have not implied adjustments to the recognized values. Goodwill by segments as of December 31, 2012 and as of December 31, 2011 is detailed as follows: Segment Home improvement Real estate Supermarkets Peru Argentina Total Goodwill by Segment Dec-31-12 ThCh$ 219,524,795 20,510,138 14,575,143 5,354,756 309,135 260,273,967 Dec-31-11 ThCh$ 219,524,795 20,510,138 14,575,143 5,354,756 309,135 260,273,967 81 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) The company carried out the impairment test on goodwill considering the mentioned accounting policy (Note 2.11) The methodology used was of value in use, based on the future cash flows or earnings that are generated by the assets associated with goodwill. The main parameters and indicators used to assess the impairment are: Growth in sales and operating margins Administrative and selling expenses due to the growth in sales Investments in investment properties and property, plant and equipment The discount rates applied in assessing December 2012 ranging from 9% to 10.5% As a result of the applied test no impairment was determined on goodwill in the Consolidated financial statements. 82 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 14 – Property, Plant and Equipment a) The composition by class of Non-banking Business property, plant and equipment is detailed as follows: Non-banking Business: Dec-31-12 Dec-31-11 Gross Accumulated Net Gross Accumulated Net Description value depreciation value Value depreciation value ThCh$ 333,458,074 - ThCh$ 333,458,074 ThCh$ 317,578,223 ThCh$ Land - ThCh$ 317,578,223 ThCh$ Buildings 556,546,717 (53,805,059) 502,741,658 513,230,852 (42,408,612) 470,822,240 Plant and equipment 211,629,771 (113,994,329) 97,635,442 186,368,914 (99,106,516) 87,262,398 Information technology equipment 23,576,736 (13,751,548) 9,825,188 22,123,976 (13,965,867) 8,158,109 Fixed installations and accessories 517,468,977 (147,883,116) 369,585,861 428,357,677 (108,535,691) 319,821,986 Motor vehicles Leasehold improvements Construction in progress Other property, plant and equipment(1) Total Property, Plant and Equipment (1) 3,284,251 (1,959,552) 1,324,699 2,970,493 (1,631,155) 1,339,338 49,376,980 (20,808,732) 28,568,248 43,226,877 (14,703,143) 28,523,734 59,453,925 - 59,453,925 52,895,234 - 52,895,234 139,657,739 (59,069,370) 80,588,369 125,920,361 (52,142,206) 73,778,155 1,894,453,170 (411,271,706) 1,483,181,464 1,692,672,607 (332,493,190) 1,360,179,417 Mainly related to furniture and tools 83 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) b) The composition by class of property, plant and equipment for Banking Services is detailed as follows: Banking Services: Dec-31-12 Dec-31-11 Gross Accumulated Net Gross Accumulated Net Description value depreciation value Value depreciation value Plant and Equipment ThCh$ 11,176,741 ThCh$ (2,985,061) ThCh$ 8,191,680 ThCh$ 7,763,472 ThCh$ (2,283,670) ThCh$ 5,479,802 Information technology equipment 14,613,267 (8,787,630) 5,825,637 12,728,201 (7,497,516) 5,230,685 Fixed installations and accessories 5,562,744 (2,355,838) 3,206,906 5,896,494 (2,381,178) 3,515,316 74,307 (68,153) 6,154 74,641 (61,104) 13,537 Leasehold improvements 15,087,897 (2,529,489) 12,558,408 14,047,526 (5,637,826) 8,409,700 Construction in progress 9,565,283 (4,548,946) 5,016,337 8,411,788 (3,934,606) 4,477,182 Motor vehicles Other property, plant and equipment(1) Total Property, Plant and Equipment (1) 127,115 - 127,115 213,463 - 213,463 56,207,354 (21,275,117) 34,932,237 49,135,585 (21,795,900) 27,339,685 Mainly related to furniture and tools 84 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) c) Movements of the non-banking business for the period ended as of December 31, 2012 are detailed as follows: Non-banking Business Cost Land Buildings Plant and equipment Information technology equipment ThCh$ ThCh$ Fixed installations and accessories ThCh$ Motor vehicles Leasehold improvements Construction in progress ThCh$ Other property, plant and equipment ThCh$ ThCh$ ThCh$ ThCh$ Balance as of Jan-01-12 Additions Other reclassifications Disposals Withdrawals Reclassification of concept and capitalization Conversion adjustment 317,578,223 10,167,085 7,808,495 (104,939) - 513,230,852 42,977,424 9,577,796 (626,342) (2,197,619) 186,368,914 30,201,398 1,199,983 (453,011) (12,272,781) 22,123,976 4,693,017 627,131 (2,992) (2,967,069) 428,357,677 68,085,288 20,816,567 (96,968) (4,466,979) 2,970,493 403,120 (19,460) (56,936) 43,226,877 4,669,925 404,097 (869,107) 52,895,234 81,888,859 (44,776,825) (8,688,458) (361,849) 125,920,361 16,999,349 4,102,802 (795,693) (4,359,138) 1,692,672,607 260,085,465 (259,414) (10,768,403) (27,551,478) (1,990,790) 1,259,972 (7,675,366) 7,655,747 (1,070,479) 56,913 (954,240) 13,276,592 (8,503,200) (12,966) 1,507,707 437,481 (24,837,780) 3,334,744 1,080,849 (3,290,791) (19,725,607) Balance as of Dec-31-12 333,458,074 556,546,717 211,629,771 23,576,736 517,468,977 3,284,251 49,376,980 59,453,925 139,657,739 1,894,453,170 Other property, plant and equipment Property, plant and equipment Depreciation Land ThCh$ Buildings Plant and Equipment Information technology equipment ThCh$ ThCh$ ThCh$ Fixed installations and accessories ThCh$ Motor vehicles Leasehold improvements Construction in progress ThCh$ ThCh$ Property, plant and equipment ThCh$ ThCh$ ThCh$ ThCh$ Balance as of Jan-01-12 Depreciation for the period Other reclassifications Disposals Withdrawals Conversion adjustment - 42,408,612 12,388,420 120,139 (34,326) (157,098) (920,688) 99,106,516 25,846,527 71,657 (389,115) (10,420,679) (220,577) 13,965,867 3,299,596 (161,107) (2,514) (2,722,341) (627,953) 108,535,691 44,461,390 (161,424) (67,176) (3,282,690) (1,602,675) 1,631,155 396,202 (3,082) (51,891) (12,832) 14,703,143 6,901,962 (414,413) (381,960) - 52,142,206 12,660,623 139,142 (640,657) (3,914,507) (1,317,437) 332,493,190 105,954,720 5,325 (1,133,788) (20,963,619) (5,084,122) ThCh$ Depreciation as of Dec-31-12 - 53,805,059 113,994,329 13,751,548 147,883,116 1,959,552 20,808,732 - 59,069,370 411,271,706 Net balance as of Jan-01-12 317,578,223 470,822,240 87,262,398 8,158,109 319,821,986 1,339,338 28,523,734 52,895,234 73,778,155 1,360,179,417 Net balance as of Dec-31-12 333,458,074 502,741,658 97,635,442 9,825,188 369,585,861 1,324,699 28,568,248 59,453,925 80,588,369 1,483,181,464 85 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) d) Movements of the Non-banking Business for the period ended as of December 31, 2011 are detailed as follows: Non-banking Business Cost Balance as of Jan-01-11 Additions Disposals Withdrawals Reclassification of concept and capitalization Conversion adjustment Balance as of Dec-31-11 ThCh$ 299,482,725 13,967,414 (6,220,347) - ThCh$ 479,734,116 18,326,631 (133,682) (2,121,175) ThCh$ 155,489,147 30,943,145 (10,242) (5,346,967) ThCh$ 17,544,183 2,920,278 (380,427) Fixed installations and accessories ThCh$ 372,904,135 44,589,535 (568,327) (1,360,090) - (283,093) 2,659,550 176,652 (5,845,432) Land Buildings Information technology equipment Plant and equipment Leasehold improvements Construction in progress Other property, plant and equipment Property, plant and equipment ThCh$ 2,785,544 478,118 (13,957) (295,003) ThCh$ 3,844,500 813,859 (11,852) (1,051,550) ThCh$ 40,864,497 52,100,658 (9,777,662) (127,010) ThCh$ 110,684,143 7,730,230 (40,095) (899,797) ThCh$ 1,483,332,990 171,869,868 (16,776,164) (11,582,019) - 35,663,635 (32,897,798) 526,486 - 10,348,431 17,708,055 2,634,281 1,863,290 18,637,856 15,791 3,968,285 2,732,549 7,919,394 65,827,932 317,578,223 513,230,852 186,368,914 22,123,976 428,357,677 2,970,493 43,226,877 52,895,234 125,920,361 1,692,672,607 Other property, plant and equipment Property, plant and equipment - ThCh$ 38,952,545 9,549,249 (32,288) (478,011) ThCh$ 226,230,915 98,310,575 (186,947) (4,824,769) - - Balance as of Jan-01-11 Depreciation for the period Disposals Withdrawals Reclassification of concept and capitalization Conversion adjustment - ThCh$ 26,970,358 15,694,979 (3,578) (1,090,952) ThCh$ 78,062,011 24,200,042 (93,447) (4,350,841) ThCh$ 10,171,996 3,023,913 (1,207) (333,200) Fixed installations and accessories ThCh$ 68,390,542 37,817,137 (32,512) 1,816,768 - (419,381) - - (3,193,837) - 1,257,186 1,288,751 1,104,365 3,737,593 Depreciation as of Dec-31-11 - 42,408,612 99,106,516 13,965,867 108,535,691 Net balance as of Jan-01-11 299,482,725 452,763,758 77,427,136 7,372,187 304,513,593 Net balance as of Dec-31-11 317,578,223 470,822,240 87,262,398 8,158,109 319,821,986 Depreciation Motor vehicles Land Buildings ThCh$ Information technology equipment Plant and equipment Motor vehicles Leasehold improvements Construction in progress ThCh$ 1,531,207 385,835 (12,570) (286,212) ThCh$ 2,152,256 7,639,420 (11,345) (102,321) ThCh$ - 3,613,218 - 12,895 1,411,915 - 4,150,711 12,963,416 1,631,155 14,703,143 - 52,142,206 332,493,190 1,254,337 1,692,244 40,864,497 71,731,598 1,257,102,075 1,339,338 28,523,734 52,895,234 73,778,155 1,360,179,417 86 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) e) Banking Services movements for the period ended as of December 31, 2012 are detailed as follows: Banking Services Balance as of Jan-01-12 Additions Disposals Withdrawals Conversion adjustment ThCh$ 7,763,472 3,881,657 (429,744) (1,631) (37,013) Information technology equipment ThCh$ 12,728,201 2,559,355 (469,428) (204,861) Balance as of Dec-31-12 11,176,741 14,613,267 5,562,744 Fixed installations and accessories ThCh$ 2,381,178 482,081 (194,017) (253,868) (59,536) Cost Plant and equipment Balance as of Jan-01-12 Depreciation for the period Disposals Withdrawals Conversion adjustment ThCh$ 2,283,670 1,046,175 (324,379) (1,100) (19,305) Information technology equipment ThCh$ 7,497,516 1,766,384 (351,822) (124,448) Depreciation al Dec-31-12 2,985,061 8,787,630 Net balance as of Jan-01-12 5,479,802 Net balance as of Dec-31-12 8,191,680 Depreciation Plant and equipment Fixed installations and accessories ThCh$ 5,896,494 983,301 (654,329) (509,373) (153,349) ThCh$ 74,641 (334) ThCh$ 14,047,526 6,403,505 (5,369,646) 6,512 Other property, plant and equipment ThCh$ 8,411,788 1,697,004 (470,503) (73,006) 74,307 15,087,897 9,565,283 Motor vehicles Leasehold improvements ThCh$ 61,104 6,721 328 ThCh$ 5,637,826 2,257,694 (5,369,646) 3,615 Other property, plant and equipment ThCh$ 3,934,606 832,324 (181,903) (36,081) 2,355,838 68,153 2,529,489 5,230,685 3,515,316 13,537 5,825,637 3,206,906 6,154 Motor vehicles ThCh$ 213,463 2,999,129 (3,093,391) 7,914 Property, plant and equipment ThCh$ 49,135,585 18,523,951 (10,487,041) (511,004) (454,137) 127,115 56,207,354 Construction in progress - Property, plant and equipment ThCh$ 21,795,900 6,391,379 (6,421,767) (254,968) (235,427) 4,548,946 - 21,275,117 8,409,700 4,477,182 213,463 27,339,685 12,558,408 5,016,337 127,115 34,932,237 Leasehold improvements Construction in progress ThCh$ 87 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) f) Banking Services movements for the period ended as of December 31, 2011 are detailed as follows: Banking Services Cost Balance as of Jan-01-11 Additions Disposals Withdrawals Reclassification of concept and reclassification Conversion adjustment Information technology equipment Plant and equipment Fixed installations and accessories Motor vehicles Leasehold improvements Other property, plant and equipment Construction in progress Property, plant and equipment ThCh$ 6,017,615 2,134,067 (251,766) (239,225) ThCh$ 9,265,582 3,181,823 (103,428) ThCh$ 4,545,610 753,537 (155,979) ThCh$ 62,635 48,584 - ThCh$ 10,209,835 4,729,115 (209,119) - ThCh$ 5,931,538 1,789,336 (43,422) ThCh$ 140,160 2,727,385 (2,703,122) - ThCh$ 36,172,975 15,363,847 (3,164,007) (542,054) - (420,337) (14,145) - - 434,482 - - 102,781 804,561 767,471 (36,578) (682,305) 299,854 49,040 1,304,824 7,763,472 12,728,201 5,896,494 74,641 14,047,526 8,411,788 213,463 49,135,585 Information technology equipment Fixed installations and accessories Other property, plant and equipment Construction in progress ThCh$ 1,804,896 777,824 (251,076) (157,258) 109,284 ThCh$ 5,620,573 1,284,080 (103,317) 696,180 ThCh$ 1,689,634 471,244 (94,383) 314,683 ThCh$ 25,680 15,988 19,436 ThCh$ 5,375,938 1,318,220 (209,119) (847,213) ThCh$ 2,917,910 896,325 Depreciation as of Dec-31-11 2,283,670 7,497,516 2,381,178 61,104 Net balance as of Jan-01-11 4,212,719 3,645,009 2,855,976 Net balance as of Dec-31-11 5,479,802 5,230,685 3,515,316 Balance as of Dec-31-11 Depreciation Balance as of Jan-01-11 Depreciation for the period Disposals Withdrawals Conversion adjustment Plant and equipment Motor vehicles Leasehold improvements ThCh$ Property, plant and equipment (42,886) 163,257 - ThCh$ 17,434,631 4,763,681 (460,195) (397,844) 455,627 5,637,826 3,934,606 - 21,795,900 36,955 4,833,897 3,013,628 140,160 18,738,344 13,537 8,409,700 4,477,182 213,463 27,339,685 88 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Property, plant and equipment that have been fully depreciated and are still used by the Company are not significant. g) During the year ended December 31, 2012 the Company has capitalized interest in the amount of ThCh$2,450,050. The average financing interest rate applied for capitalization was 6.63% and during the year ended December 31, 2011 the Company has capitalized interest in the amount of ThCh$1,142,286. The average financing interest rate applied for capitalization was 5.12%. The group has assets pledged as security for an amount of ThCh$67,430,768 to December 31, 2012 which are part of Property, Plant and Equipment. The Group has entered into financial leases to develop its activities. Assets under financial leases included as part of property, plant and equipment balances in the Non-banking Business, are detailed as follows: Description Buildings Plant and equipment Information technology equipment Fixed installations and accessories Other property, plant and equipment Total assets under financial lease Gross value 66,093,021 8,026,480 3,693,956 50,099,331 37,939,493 165,852,281 Dec-31-12 Accumulated depreciation (6,117,840) (5,407,358) (2,832,302) (20,250,420) (18,111,441) (52,719,361) Net value 59,975,181 2,619,122 861,654 29,848,911 19,828,052 113,132,920 Gross value 68,417,578 9,224,281 4,075,968 53,095,990 39,813,848 174,627,665 Dec-31-11 Accumulated depreciation (5,205,489) (5,500,298) (2,546,296) (17,401,710) (15,137,417) (45,791,210) Net value 63,212,089 3,723,983 1,529,672 35,694,280 24,676,431 128,836,455 The following table details the minimum payments associated to financial lease contracts and their present value, presented in the statement of financial position as loans accruing interest: Dec-31-12 Up to one year More than one up to five years More than five years Total Minimum payments ThCh$ 22,053,961 62,610,592 23,871,094 108,535,647 Interest ThCh$ (5,962,282) (13,962,628) (3,787,329) (23,712,239) Dec-31-11 Present value ThCh$ 16,091,679 48,647,964 20,083,765 84,823,408 Minimum payments ThCh$ 22,873,057 77,010,049 34,013,666 133,896,772 Interest ThCh$ (7,363,346) (17,450,655) (5,799,837) (30,613,838) Present value ThCh$ 15,509,711 59,559,394 28,213,829 103,282,934 89 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) h) In addition, as of December 2012 the Company has performed sales transactions with leaseback. These transactions are detailed as follows: Purchaser Seller Assets involved Lease nominal value Purchase price Lease term ThCh$ ThCh$ BANCO CONTINENTAL (PERU) SODIMAC PERU S.A. FACILITIES / PLANT AND EQUIPMENT 8,184,634 12/31/14 8,184,634 BANCO CONTINENTAL (PERU) SODIMAC PERU S.A. FACILITIES / PLANT AND EQUIPMENT 4,027,438 02/09/14 4,027,438 BANCO CONTINENTAL (PERÙ) SODIMAC PERU S.A. FACILITIES / PLANT AND EQUIPMENT 12,560,838 12/28/18 12,560,838 SCOTIABANK (PERU) MALLS PERU S.A. 5,600,467 05/22/19 5,600,467 BANCO CONTINENTAL (PERU) SAGA FALABELLA S.A. (PERU) BUILDINGS BUILDINGS / FACILITIES / EQUIPMENT / FURNITURE AND SUPPLIES 2,747,575 02/09/14 2,747,575 FACILITIES 2,490,047 09/01/15 2,490,047 FACILITIES 6,902,975 02/01/15 6,902,975 FACILITIES 4,519,343 02/01/14 4,519,343 FACILITIES 2,483,681 01/01/15 2,483,681 BUILDINGS 2,765,180 01/01/19 2,765,180 FACILITIES / BUILDINGS 3,492,892 07/01/15 3,492,892 BUILDINGS 3,322,010 02/01/20 3,322,010 FACILITIES 3,785,327 09/01/15 3,785,327 BUILDINGS 2,299,883 12/01/21 2,299,883 BUILDINGS 1,982,191 06/01/17 1,982,191 FACILITIES / BUILDINGS 9,071,707 02/27/18 9,071,707 FACILITIES / BUILDINGS 1,170,635 02/27/18 1,170,635 FACILITIES / BUILDINGS 920,317 02/27/18 920,317 BUILDINGS 2,485,530 10/05/17 2,485,530 FACILITIES / BUILDINGS 6,819,683 10/05/17 6,819,683 BUILDINGS 1,933,197 10/14/16 1,933,197 AMERICA LEASING BANCO CONTINENTAL (PERU) BANCO CONTINENTAL (PERU) BANCO DE CRÉDITO (PERU) BANCO DE CRÉDITO (PERU) BANCO DE CRÉDITO (PERU) BANCO DE CRÉDITO (PERU) SCOTIABANK (PERU) BANCO DE CRÉDITO (PERU) BANCO DE CRÉDITO (PERU) BANCO SANTANDER CENTRAL HISPANO (PERU) BANCO SANTANDER CENTRAL HISPANO (PERÙ) BANCO SANTANDER CENTRAL HISPANO (PERU) SCOTIABANK (PERU) SCOTIABANK (PERU) BANCO INTERAMERICANO DE FINANZAS (BIF) PERU TOTAL HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. HIPERMERCADOS TOTTUS S.A. 89,565,550 89,565,550 There are no significant clauses in the current leasing contracts, because they operate under the normal terms for these types of contracts. For sale leaseback transactions, no effects were generated because selling prices are equivalent to the book values of assets involved. 90 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) i) Group as lessee – operating lease The Company leases certain assets under operating lease agreements to develop its activities. Obligations on minimum lease payments under operating lease contracts not cancelable as of December 31, 2012 and 2011 are detailed as follows: Dec-31-12 Minimum payments ThCh$ Dec-31-11 Minimum payments ThCh$ Up to one year From 1 year up to 5 years More than five years 58,171,210 207,240,190 348,405,456 50,812,490 199,999,154 330,513,079 Total 613,816,856 581,324,723 The Company does not have individually significant operating lease contracts or contracts that impose restrictions on the distribution of dividends, incurring in other lease contracts or incurring debt. Lease installments and operating subleases recognized as expenses in each period are detailed as follows: Concepts j) Dec-31-12 ThCh$ Dec-30-11 ThCh$ Minimum third party lease expense 54,437,961 40,746,366 Variable third party lease expense Total Lease Expense 22,250,779 76,688,740 17,580,577 58,326,943 Group as lessor – Operating lease The Company leases its investment properties as part of its operations. As of December 31, 2012, the Company has the following rights receivable under non-cancellable leases: Up to one year From one year up to five years More than five years Total Dec-31-12 Minimum payments receivable ThCh$ 100,080,628 299,389,804 351,396,982 750,867,414 Dec-31-11 Minimum payments receivable ThCh$ 91,462,765 261,189,441 321,302,612 673,954,818 91 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) The Company leases to third parties under local operating leases that form part of their investment properties. The lease agreements establish their term, lease installments and their calculation, the characteristics of the leased assets and other obligations related to the promotion, services and correct operation of various stores. Fixed and variable lease income from investment properties are as follows: Lease charged to third parties Fixed income Variable income Total Dec-31-12 ThCh$ 124,867,665 9,440,907 134,308,572 Dec-31-11 ThCh$ 111,770,891 8,263,824 120,034,715 Lease Income for an amount of ThCh$134,308,572 at December 2012 (ThCh$120,034,715 at December 2011) are for lease income charged to third parties for all the real estate Falabella companies, by contrast in note 35 financial reporting segment, revenue of Chile real estate segment corresponds to the total revenue charged from third and related parties of real state in Chile. 92 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 15 – Investment Properties a) Movements in the Group‘s investment properties as of December 2012 are detailed as follows: Cost Beginning balance as of Jan-01-12 Additions Write offs Conversion adjustment Final balance as of Dec-31-12 1,640,297,582 165,785,581 (5,807,033) (534,925) 1,799,741,205 Depreciation Beginning balance as of Jan-01-12 Depreciation for the year Conversion adjustment Final balance as of Dec-31-12 38,780,134 15,088,379 (23,200) 53,845,313 Net balance as of Jan-01-12 Net balance as of Dec-31-12 1,601,517,448 1,745,895,892 b) Movements in the Group‘s investment properties as of December 2011 are detailed as follows: Cost Beginning balance as of Jan-01-11 Additions Write offs Conversion adjustment Final balance as of Dec-31-11 1,531,657,659 106,333,655 (102,458) 2,408,726 1,640,297,582 Depreciation Beginning balance as of Jan-01-11 Depreciation for the year Conversion adjustment Final balance as of Dec-31-11 25,041,012 13,645,646 93,476 38,780,134 Net balance as of Jan-01-11 Net balance as of Dec-31-11 1,506,616,647 1,601,517,448 In Note 28 c) is included details of the Investment Property Costs, including depreciation of theses assets separately. 93 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Investment properties include shopping centers, works in progress and available land that will be destined to future malls. Investment properties are depreciated using the straight-line method based on estimated useful lives. Depreciation of the Company‘s investment properties in 2012 and 2011 are recorded in the cost of sales line in the statement of comprehensive income. During the year ended Diciember 31, 2012, the Company has capitalized interest in the amount of ThCh$6,684,156. The average financing interest rate applied for capitalization was 5.14% and during the – year ended December 31, 2011, the Company has capitalized interest in the amount of ThCh$5,657,344.The average financing interest rate applied for capitalization was 4.0%. The estimated market value of investment properties as of December 31, 2012 and December 31, 2011 is ThCh$2,216,807,395 and ThCh$1,651,639,596- respectively. There are no maintenance expenses for investment properties that do not generate revenue. This category only comprises land in the amount of ThCh$71,939,199 as of December 31, 2012. There are no restrictions on real estate investments, collection of income derived from the same or resources obtained from their disposal by other means. 94 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 16 – Other Non-financial Non-current Assets This category includes the following non-financial non-current assets of the Non-banking Business: Non-banking Business Detail of other non-financial non-current assets Dec-31-12 Dec-31-11 ThCh$ ThCh$ Guarantees 1,597,972 1,504,162 Prepaid rent 12,268,788 12,309,380 7,027,924 7,205,049 Rights receivable 151,018 37,357 Prepaid expenses 239,976 9,990 21,285,678 21,065,938 Non-current receivable taxes Other non-financial non-current assets 95 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 17 – Other Assets - Banking Services Other assets in Banking Services are classified as follows: Banking Services Other Assets Advances to suppliers Guarantee deposits Accrued fees receivable Payments in advance for evaluation of information Deferred expenses Affiliates fees Receivable items remote channels Accounts and invoices receivable(1) Investment in line of business auxiliary company Assets acquired in auctions Other(2) Dec-31-12 ThCh$ 112,429 367,630 1,826,315 280,000 207,434 212,904 1,687,101 5,216,060 81,539 980,237 2,108,096 13,079,745 Dec-31-11 ThCh$ 1,578,781 293,927 1,637,122 184,693 211,191 849,770 535,036 3,515,080 83,648 1,264,926 2,132,259 12,286,433 Mainly related to ―pending transactions‖ for daily transactions, accounts receivable for using Automated Teller Machine, bills for renting spaces branches and others. (1) Mainly related to use license Redbanc, Core banking project, subscriptions, advertising contracts, procurement fraud, stationary and others (2) 96 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 18 – Other Current and Non-current Financial Liabilities a) Other current and non-current financial liabilities for the Non-banking Business are detailed as follows: Dec-31-12 Current ThCh$ 416,667,261 112,516,785 16,091,679 9,435,421 554,711,146 Bank loans Obligations with the public (bonds) Financial lease obligations Other financial liabilities Total Dec-31-11 Non-current Current ThCh$ ThCh$ 597,788,050 780,983,304 68,731,729 854,088 1,448,357,171 Non-current ThCh$ 318,733,484 101,352,888 15,509,711 145,162 435,741,245 485,955,023 763,512,783 87,773,223 7,157,123 1,344,398,152 Dec-31-12 b) Bank loans as of December 2012 are detailed as follow: Creditor Name Description of the currency or indexation according to contract conditions (ISO 4217) Amount of Class of Liabilities Exposed to Liquidity Risk with Expiration Up to 1 month 1 to 3 months 3 to 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total Noncurrent Effective rate Amount of the nominal value of obligations payable according to contract conditions Nominal rate of the obligation to be paid according to contract conditions BANCO SANTANDER - SANTIAGO (CHILE) CLP - 25,102,000 - 25.102.000 - - - Al Vencimiento 6.12 25,000,000 6.12 BANCO ESTADO (CHILE) USD - 25,272,388 - 25.272.388 - - - Al Vencimiento 0.90 25,272,388 0.90 BANCO ESTADO (CHILE) CLP 32,817,264 - - 32.817.264 - - - Al Vencimiento 5.04 32,817,264 5.04 BANCO ESTADO (CHILE) CLP 19,645,613 - - 19.645.613 - - - Al Vencimiento 5.84 19,500,000 5.84 BANCO ESTADO (CHILE) CLP 4,678,272 - - 4.678.272 - - - Al Vencimiento 5.76 4,650,000 5.76 97 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Creditor Name Description of the currency or indexation according to contract conditions (ISO 4217) Amount of Class of Liabilities Exposed to Liquidity Risk with Expiration Up to 1 month 1 to 3 months 3 to 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total Noncurrent Effective rate Amount of the nominal value of obligations payable according to contract conditions Nominal rate of the obligation to be paid according to contract conditions BANCO ESTADO (CHILE) CLP 3,018,240 - - 3.018.240 - - - Al Vencimiento 5.76 3,000,000 5.76 BANCO ESTADO (CHILE) CLP 10,060,800 - - 10.060.800 - - - Al Vencimiento 5.76 10,000,000 5.76 BANCO ESTADO (CHILE) CLP 10,039,120 - - 10.039.120 - - - Al Vencimiento 5.87 10,000,000 5.87 BANCO SANTANDER - SANTIAGO (CHILE) CLP 7,394,688 - - 7.394.688 - - - Al Vencimiento 5.76 7,350,000 5.76 BANCO BBVA CHILE CLP 2,994 - - 2.994 2,386,978 - 2,386,978 Al Vencimiento 6.45 2,386,978 6.45 BANCO BBVA CHILE CLP 9,265 - - 9,265 7,387,643 - 7,387,643 Al Vencimiento 6.45 7,387,643 6.45 BANCO BBVA CHILE CLP 9,143 - - 9,143 7,289,854 - 7,289,854 Al Vencimiento 6.45 7,289,854 6.45 BANCO BBVA CHILE CLP 6,461 - - 6,461 5,151,584 - 5,151,584 Al Vencimiento 6.45 5,151,584 6.45 BANCO BBVA CHILE CLP 3,491 - - 3,491 2,783,941 - 2,783,941 Al Vencimiento 6.45 2,783,941 6.45 BANCO DE CHILE CLP 1,202,757 - - 1,202,757 - - - Al Vencimiento 6.49 1,181,039 6.49 BANCO DE CHILE CLP 6,136,442 - - 6,136,442 - - - Al Vencimiento 6.49 6,025,641 6.49 BANCO DE CHILE CLP 1,218,152 - - 1,218,152 - - - Al Vencimiento 6.49 1,196,157 6.49 BANCO DE CHILE CLP 4,257,837 - - 4,257,837 - - - Al Vencimiento 6.49 4,180,956 6.49 BANCO DE CHILE CLP 1,148,235 - - 1,148,235 - - - Al Vencimiento 6.49 1,127,502 6.49 BANCO DE CHILE CLP 6,404,344 - - 6,404,344 - - - Al Vencimiento 6.49 6,288,705 6.49 BANCO DE CHILE CLP 102,748 - - 102,748 7,591,049 - 7,591,049 Al Vencimiento 6.41 7,591,049 6.41 BANCO DE CHILE CLP 57,921 - - 57,921 4,631,484 - 4,631,484 Al Vencimiento 6.43 4,631,484 6.43 BANCO DE CHILE CLP 84,372 - - 84,372 7,035,895 - 7,035,895 Al Vencimiento 6.44 7,035,895 6.44 BANCO DE CHILE CLP 63,932 - - 63,932 5,741,572 - 5,741,572 Al Vencimiento 6.47 5,741,572 6.47 SCOTIABANK SUD AMERICANO (CHILE) CLP - 47,170 - 47,170 4,573,664 - 4,573,664 Al Vencimiento 6.63 4,573,664 6.63 SCOTIABANK SUD AMERICANO (CHILE) CLP - 75,758 - 75,758 7,345,621 - 7,345,621 Al Vencimiento 6.63 7,345,621 6.63 SCOTIABANK SUD AMERICANO (CHILE) CLP - 74,198 - 74,198 7,194,383 - 7,194,383 Al Vencimiento 6.63 7,194,383 6.63 SCOTIABANK SUD AMERICANO (CHILE) CLP - 60,708 - 60,708 5,886,332 - 5,886,332 Al Vencimiento 6.63 5,886,332 6.63 BANCO DE CHILE CLP 94,408 - - 94,408 9,550,633 - 9,550,633 Al Vencimiento 6.59 9,550,633 6.59 BANCO DE CHILE CLP 81,262 - - 81,262 8,220,720 - 8,220,720 Al Vencimiento 6.59 8,220,721 6.59 BANCO DE CHILE CLP 69,081 - - 69,081 6,988,458 - 6,988,458 Al Vencimiento 6.59 6,988,458 6.59 BANCO DE CHILE CLP 2,374 - - 2,374 240,189 - 240,189 Al Vencimiento 6.59 240,189 6.59 BANCO BBVA CHILE CLP 5,594 - - 5,594 7,916,456 - 7,916,456 Al Vencimiento 6.36 7,916,456 6.36 98 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Creditor Name Description of the currency or indexation according to contract conditions (ISO 4217) Amount of Class of Liabilities Exposed to Liquidity Risk with Expiration Up to 1 month 1 to 3 months 3 to 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total Noncurrent Effective rate Amount of the nominal value of obligations payable according to contract conditions Nominal rate of the obligation to be paid according to contract conditions BANCO BBVA CHILE CLP 5,834 - - 5,834 8,256,424 - 8,256,424 Al Vencimiento 6.36 8,256,424 6.36 BANCO BBVA CHILE CLP 2,704 - - 2,704 3,827,120 - 3,827,120 Al Vencimiento 6.36 3,827,120 6.36 BANCO DE CRÉDITO E INVERSIONES (CHILE) CLP 7,700,738 - - 7,700,738 - - - Al Vencimiento 6.43 7,633,969 6.43 BANCO DE CRÉDITO E INVERSIONES (CHILE) CLP 7,961,729 - - 7,961,729 - - - Al Vencimiento 6.43 7,896,839 6.43 BANCO DE CRÉDITO E INVERSIONES (CHILE) CLP 4,501,973 - - 4,501,973 - - - Al Vencimiento 6.44 4,469,191 6.44 BANCO DE CHILE USD - 25,273,452 - 25,273,452 - - - Al Vencimiento 5.99 25,273,452 5.99 BANCO SANTANDER - SANTIAGO (CHILE) USD 5,686,180 - - 5,686,180 - - - Al Vencimiento 1.03 5,686,180 1.03 BANCO SANTANDER - SANTIAGO (CHILE) CLP 365 - - 365 - - - Al Vencimiento 0.42 365 0.42 BANCO DE CRÉDITO E INVERSIONES (CHILE) CLP 81 - - 81 - - - Al Vencimiento 0.80 81 0.80 BANCO DE CHILE CLP 2,000 - - 2,000 - - - Al Vencimiento 0.52 2,000 0.52 BANCO DE CRÉDITO E INVERSIONES (CHILE) UF - - 3,649,838 3,649,838 13,911,596 15,741,892 29,653,488 Semestral 3.39 39,396,905 3.15 CORPBANCA (CHILE) UF - - 2,201,480 2,201,480 8,343,996 9,447,302 17,791,298 Semestral 3.71 23,638,143 3.45 CITIBANK N,A, (CHILE) UF - - 2,673,435 2,673,435 10,411,452 11,801,468 22,212,920 Semestral 3.94 29,547,670 3.64 BANCO BBVA CHILE UF - - 3,149,506 3,149,506 12,037,503 9,097,440 21,134,943 Semestral 3.87 29,875,986 3.53 CORPBANCA (CHILE) CLP - - 2,732,602 2,732,602 25,000,000 24,625,000 49,625,000 Anual 7.51 50,000,000 7.10 BANCO AV VILLAS (COLOMBIA) COP 55,043 - - 55,043 6,828,012 - 6,828,012 Al Vencimiento 7.72 6,828,012 7.46 BANCO DE BOGOTÁ (COLOMBIA) COP 195,792 - - 195,792 20,275,454 - 20,275,454 Al Vencimiento 7.83 20,275,454 7.56 BANCO DE CRÉDITO (COLOMBIA) COP 283,246 - - 283,246 8,100,000 - 8,100,000 Al Vencimiento 8.09 8,100,000 7.80 BANCOLOMBIA COP 52,438 - - 52,438 5,421,687 - 5,421,687 Al Vencimiento 7.89 5,421,687 7.62 BANCO SANTANDER - SANTIAGO (CHILE) USD - 10,049,846 - 10,049,846 - - - Al Vencimiento 0.99 10,049,846 0.99 BANCO ESTADO (CHILE) USD - - 41,321 41,321 6,724,769 - 6,724,769 Al Vencimiento 2.96 6,724,769 2.90 BANCO ESTADO (CHILE) USD - - 11,995 11,995 1,682,394 - 1,682,394 Al Vencimiento 2.96 1,682,394 2.90 BANCO ESTADO (CHILE) USD - - 8,484 8,484 1,682,394 - 1,682,394 Al Vencimiento 2.96 1,682,394 2.90 BANCO ESTADO (CHILE) USD - - 21,105 21,105 6,729,576 - 6,729,576 Al Vencimiento 2.96 6,729,576 2.90 BBVA BANCO FRANCÉS S,A, (ARGENTINA) ARS - - 1,291,131 1,291,131 - - - Semestral 18.12 1,301,364 17.00 STANDARD BANK (ARGENTINA) BANCO DE LA PROVINCIA DE BUENOS AIRES (ARGENTINA) BANCO DE LA CIUDAD DE BUENOS AIRES (ARGENTINA) ARS - - 277,370 277,370 278,726 - 278,726 Semestral 17.02 558,453 16.60 ARS 5,720 - 644,467 650,187 - - - Anual 16.70 644,820 16.50 ARS 2,374,674 - - 2,374,674 - - - Mensual 17.19 2,374,674 17.19 99 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Creditor Name BANCO DE LA CIUDAD DE BUENOS AIRES (ARGENTINA) Description of the currency or indexation according to contract conditions (ISO 4217) Amount of Class of Liabilities Exposed to Liquidity Risk with Expiration Up to 1 month 1 to 3 months 3 to 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total Noncurrent Effective rate Amount of the nominal value of obligations payable according to contract conditions Nominal rate of the obligation to be paid according to contract conditions ARS 3,010,731 - - 3,010,731 - - - Mensual 21.97 2,929,950 21.97 BBVA BANCO FRANCÉS S,A, (ARGENTINA) BANCO DE GALICIA Y BUENOS AIRES S,A, (ARGENTINA) ARS 6,733,029 - - 6,733,029 - - - Mensual 17.52 6,663,037 17.52 ARS 2,608,601 - - 2,608,601 - - - Mensual 17.62 2,569,417 17.62 STANDARD BANK (ARGENTINA) ARS 7,265,477 - - 7,265,477 - - - Mensual 20.85 7,179,544 20.85 BANCO ITAU BUEN AYRE S,A, (ARGENTINA) ARS 2,998,068 - - 2,998,068 - - - Mensual 29.00 2,928,146 29.00 BANCO COMAFI (ARGENTINA) ARS 4,294 - - 4,294 - - - Mensual 15.90 2,604 15.90 BANCO PATAGONIA S,A, (ARGENTINA) ARS 9,382,709 - - 9,382,709 - - - Mensual 17.89 9,262,355 17.89 HSBC BANK ARGENTINA S,A, ARS 2,953,444 - - 2,953,444 - - - Mensual 23.76 2,931,000 21.50 STANDARD BANK (ARGENTINA) ARS - - 1,109,092 1,109,092 1,115,287 1,115,287 Semestral 20.20 3,908,000 23.30 HSBC BANK ARGENTINA S,A, ARS 17,563 - 1,935,959 1,953,522 - - - Al Vencimiento 21.39 1,954,000 19.50 BANCO ITAU BUEN AYRE S,A, (ARGENTINA) ARS 22,304 2,931,000 - 2,953,304 - - - Al Vencimiento 26.19 2,931,000 25.25 STANDARD BANK (ARGENTINA) ARS 124,827 - 943,464 1,068,291 2,440,760 2,440,760 Trimestral 29.63 3,419,500 22.80 STANDARD BANK (ARGENTINA) ARS 1,966,457 - - 1,966,457 - - - Al Vencimiento 19.45 1,954,000 17.90 BANCO ITAU BUEN AYRE S,A, (ARGENTINA) ARS 42,580 2,931,000 - 2,973,580 - - - Al Vencimiento 28.16 2,931,000 25.25 HSBC BANK ARGENTINA S,A, ARS 3,426,024 - - 3,426,024 - - - Al Vencimiento 21.41 2,931,000 19.50 HSBC BANK ARGENTINA S,A, ARS 1,771,493 - - 1,771,493 - - - Al Vencimiento 23.77 1,758,600 21.50 BANCO ESTADO (CHILE) USD - - 5,140 5,140 721,026 - 721,026 Al Vencimiento 2.76 721,026 2.76 BANCO ESTADO (CHILE) USD - - 3,900 3,900 721,026 - 721,026 Al Vencimiento 2.71 721,026 2.71 BANCO ESTADO (CHILE) USD - - 9,045 9,045 2,884,104 - 2,884,104 Al Vencimiento 2.91 2,884,104 2.91 STANDARD BANK (ARGENTINA) ARS - 277,273 - 277,273 278,833 - 278,833 Semestral 22.92 558,453 22.92 BANCO PATAGONIA S,A, (ARGENTINA) ARS 14,012 - - 14,012 3,663,750 - 3,663,750 Anual 15.87 3,663,750 15.01 STANDARD BANK (ARGENTINA) ARS 91,834 - - 91,834 - - - Mensual 20.95 91,834 20.95 BBVA BANCO FRANCÉS S,A, (ARGENTINA) ARS 10,475 - - 10,475 - - - Mensual 17.50 10,475 17.50 BANCO DE CRÉDITO E INVERSIONES (CHILE) UF - - 43,607 43,607 - 26,120,289 26,120,289 Al Vencimiento 4.01 26,266,863 3.84 CORPBANCA (CHILE) UF 496,901 - - 496,901 26,152,659 - 26,152,659 Al Vencimiento 3.80 26,152,659 3.80 BANCO ESTADO (CHILE) UF - 562,053 - 562,053 45,494,737 - 45,494,737 Al Vencimiento 3.74 45,681,500 3.51 BANCO ESTADO (CHILE) UF - 502,995 - 502,995 45,328,963 - 45,328,963 Al Vencimiento 3.92 45,681,500 3.73 BANCO DE CHILE CLP - - 177,326 177,326 11,216,408 - 11,216,408 Al Vencimiento 6.39 11,266,467 6.23 100 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Creditor Name Description of the currency or indexation according to contract conditions (ISO 4217) Amount of Class of Liabilities Exposed to Liquidity Risk with Expiration Up to 1 month 1 to 3 months 3 to 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total Noncurrent Effective rate Amount of the nominal value of obligations payable according to contract conditions Nominal rate of the obligation to be paid according to contract conditions BANCO DE CHILE CLP - - 166,827 166,827 10,831,119 - 10,831,119 Al Vencimiento 6.23 10,831,197 6.23 BANCO DE CHILE CLP - - 167,960 167,960 10,904,636 - 10,904,636 Al Vencimiento 6.23 10,904,714 6.23 BANCO DE CHILE CLP - - 169,120 169,120 10,979,975 - 10,979,975 Al Vencimiento 6.23 10,980,054 6.23 BANCO DE CHILE UF - 213,128 - 213,128 21,552,368 - 21,552,368 Al Vencimiento 3.91 21,774,841 3.60 BANCO BOGOTÁ (COLOMBIA) COP - - - - - 25,126,894 25,126,894 Al Vencimiento 10.16 25,126,894 8.78 LLOYDS TSB BANK S,A, (COLOMBIA) COP - - 261,042 261,042 - - - Al Vencimiento 8.57 261,042 8.57 HSBC BANK USA ( CHILE ) USD - 51,447 - 51,447 - - - Al Vencimiento 1.00 50,321 0.96 BANCO DE CHILE EUR 337,528 139,968 - 477,496 - - - Al Vencimiento 1.74 477,024 1.07 BANCO DE CHILE USD 5,831,754 1,728,314 - 7,560,068 - - - Al Vencimiento 2.09 7,556,183 1.08 BANCO SANTANDER - SANTIAGO (CHILE) USD 4,886,377 954,328 - 5,840,705 - - - Al Vencimiento 1.71 5,837,820 1.01 HSBC BANK USA ( CHILE ) USD 160,595 120,391 - 280,986 - - - Al Vencimiento 1.46 280,679 0.95 BANCO ESTADO (CHILE) CLP 25,152,000 - - 25,152,000 - - - Al Vencimiento 6.36 25,000,000 5.76 BANCO ESTADO (CHILE) CLP 25,136,000 - - 25,136,000 - - - Al Vencimiento 6.36 25,000,000 5.76 BANCO SANTANDER - SANTIAGO (CHILE) CLP 10,027,200 - - 10,027,200 - - - Al Vencimiento 6.36 10,000,000 5.76 BANCO BBVA CHILE CLP 1,251,072 - - 1,251,072 - - - Mensual 6.18 1,250,000 6.18 BANCO DE CRÉDITO E INVERSIONES (CHILE) CLP 5,005,717 - - 5,005,717 - - - Mensual 5.39 5,000,000 5.30 BANCO BBVA CHILE CLP - - 55,943 55,943 7,950,069 - 7,950,069 Al Vencimiento 7.72 8,000,000 7.35 BANCO BBVA CHILE EUR 324,111 - - 324,111 - - - Al Vencimiento 1.48 323,873 0.87 BANCO BBVA CHILE USD 260,104 - - 260,104 - - - Al Vencimiento 1.94 260,030 0.95 BANCO BBVA CHILE USD - 107,180 - 107,180 - - - Al Vencimiento 1.98 107,160 1.07 BANCO DE CHILE USD 480,030 - - 480,030 - - - Al Vencimiento 1.89 479,570 1.08 BANCO DE CHILE USD - 78,104 - 78,104 - - - Al Vencimiento 1.85 78,068 1.20 CORPBANCA (CHILE) USD 57,147 - - 57,147 - - - Al Vencimiento 2.06 57,120 0.95 BANCO SECURITY (CHILE) USD 3,908 - - 3,908 - - - Al Vencimiento 1.92 3,902 1.31 BANCO DE CRÉDITO E INVERSIONES (CHILE) CLP 47,925 - - 47,925 - - - Al Vencimiento 7.20 47,925 6.60 BANCO DE CRÉDITO E INVERSIONES (CHILE) CLP 317 - - 317 - - - Al Vencimiento 7.00 317 7.00 BANCO SANTANDER - SANTIAGO (CHILE) CLP 263 - - 263 - - - Al Vencimiento 5.88 263 5.88 BANCO DE CRÉDITO (PERU) PEN - 755,010 - 755,010 - - - Anual 4.20 752,600 4.20 101 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Creditor Name Description of the currency or indexation according to contract conditions (ISO 4217) Amount of Class of Liabilities Exposed to Liquidity Risk with Expiration Up to 1 month 1 to 3 months 3 to 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total Noncurrent Effective rate Amount of the nominal value of obligations payable according to contract conditions Nominal rate of the obligation to be paid according to contract conditions BANCO DE CRÉDITO (PERU) PEN - 1,884,297 - 1,884,297 - - - Anual 4.20 1,881,500 4.20 SCOTIABANK (PERU) USD - 2,812,654 - 2,812,654 - - - Anual 1.41 2,811,230 1.41 BANCO DE CRÉDITO (PERU) PEN 23,656 47,312 212,906 283,874 1,238,941 31,348 1,270,289 Anual 6.32 1,878,301 6.13 BANCO DE CRÉDITO (PERU) PEN 28,007 56,013 252,060 336,080 1,611,349 2,040,689 3,652,038 Anual 7.17 4,382,578 6.93 BANCO DE CRÉDITO (PERU) PEN - 942,148 - 942,148 - - - Mensual 4.12 940,750 4.20 SCOTIABANK (PERU) PEN - - 715,776 715,776 8,792,568 - 8,792,568 Mensual 6.79 10,724,550 7.00 SCOTIABANK (PERU) PEN - - 195,523 195,523 2,005,843 - 2,005,843 Mensual 7.70 2,369,107 7.98 BANCO DE CRÉDITO (PERU) PEN - 8,663,669 - 8,663,669 - - - Mensual 4.20 8,654,900 4.20 SCOTIABANK (PERU) USD - 9,000,492 - 9,000,492 - - - Mensual 1.41 8,995,935 1.41 SCOTIABANK (PERU) USD - 4,125,226 - 4,125,226 - - - Al Vencimiento 1.41 4,123,137 1.41 BANCO DE CRÉDITO (PERU) PEN - 2,070,360 - 2,070,360 - - - Al Vencimiento 4.20 2,069,650 4.20 BANCO DE CRÉDITO (PERU) PEN - 5,803,636 - 5,803,636 - - - Al Vencimiento 4.20 5,795,020 4.20 BANCO CONTINENTAL (PERU) BANCO INTERAMERICANO DE FINANZAS (BIF) PERU PEN 55,467 - - 55,467 - - - Al Vencimiento 5.34 55,467 5.34 USD 4,771 - - 4,771 - - - Al Vencimiento 5.15 4,771 5.15 BANCO DE CRÉDITO (PERU) PEN 67,864 97,403 438,938 604,205 2,820,057 3,510,352 6,330,409 Mensual 7.17 7,686,116 7.17 BANCO DE CRÉDITO (PERU) PEN 21,506 37,181 170,308 228,995 995,470 - 995,470 Mensual 6.32 1,502,566 6.32 BANCO DE CRÉDITO (PERU) Total Préstamos Bancarios PEN 49,036 88,345 397,639 535,020 2,549,214 568,655 3,117,869 Mensual 7.25 4,058,019 7.25 259,596,505 132,936,447 24,134,309 416,667,261 469,676,721 128,111,329 597,788,050 In the tables presented above, when the nominal rate is equal to the effective rate, it means that there were no costs or income directly associated to the transaction that will affect the original rate of the instrument, 102 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) The confirming contracts held by the subsidiary Promotora CMR consist of the transfer of credits nearing their maturity date by CMR creditors to banking entities. As a result of these transfers, CMR becomes a debtor of credit transfer banking entities. The documents provided as underlying assets to the bank are simple credits owed by Promotora CMR Falabella S.A., corresponding to goods sold and services provided by the company to CMR clients, who paid using the CMR credit card. The credits acquired by the banks are reflected in liquidations via sales receipts. The total volume of credits transferred to banks via confirming contracts during the year 2012 was Th$ 120,000,000 and for the year 2011 it was Th$ 115,000,000. The risk associated with these operations is similar to that of bank credits. CMR has adequate capital indexes and continually monitors these. The confirming contracts as well as the rest of the CMR financing form part of this continuous monitoring of the capital structure. 103 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Dec-31-12 c) Obligations with the public (bonds) as of December 2012 are detailed as follows: Creditor Name Description of the currency or indexation according to contract conditions (ISO 4217) Up to 1 month 1 to 3 months 3 a 12 months Total Current 1 to 5 years 5 or more years Nominal rate of the obligation payable according to contract conditions 6.29 90,000,000 5.00 5.68 5,644,500 5.56 5,375,714 Quarterly 6,036,478 Quarterly 6.50 9,407,500 6.34 7.83 9,407,500 7.56 6,371,342 Quarterly 9,583,656 Quarterly 7.28 9,407,500 7.09 5.94 11,289,000 5.81 6,585,250 Quarterly - Annual 5.52 7,526,000 5.41 4.09 9,407,500 4.09 21,159,970 At expiration 45,204,949 Biannual 7.28 32,170,000 7.00 3.70 45,681,500 3.00 66,852,843 At expiration 44,621,541 At expiration 4.00 68,522,250 3.85 3.99 45,681,500 3.85 22,515,508 At expiration 53,713,045 At expiration 3.41 22,840,750 3.00 3.90 57,101,875 3.50 67,920,882 At expiration 66,828,277 At expiration 3.92 68,522,250 3.90 4.72 68,522,250 4.50 22,592,259 Biannual 57,606,386 Biannual 3.74 22,840,750 3.50 5.29 79,068,675 4.50 89,057,494 Biannual 15,380,240 Biannual 4.55 90,364,200 4.25 6.13 31,000,000 5.30 34,111,595 Biannual 76,548,602 Biannual 3.25 67,773,150 2.80 4.38 79,068,675 CLP 368,166 26,557,753 - 26,925,919 61,968,091 - MISCELLANEOUS CREDITORS PEN 8,657 295,265 910,660 1,214,582 949,182 - MISCELLANEOUS CREDITORS PEN 25,209 334,609 1,001,769 1,361,587 5,375,714 - MISCELLANEOUS CREDITORS PEN 52,514 335,298 1,004,868 1,392,680 5,364,962 671,516 MISCELLANEOUS CREDITORS PEN 431,875 (1,363) 1,001,816 1,432,328 5,364,963 1,006,379 MISCELLANEOUS CREDITORS PEN 61,860 281,135 841,772 1,184,767 4,509,956 5,073,700 MISCELLANEOUS CREDITORS PEN 54,454 187,431 561,216 803,101 3,010,400 3,574,850 MISCELLANEOUS CREDITORS PEN - - 9,427,826 9,427,826 - - MISCELLANEOUS CREDITORS CLP 4,917,808 - 3,999,044 8,916,852 21,159,970 - MISCELLANEOUS CREDITORS UF - - 274,057 274,057 45,204,949 - MISCELLANEOUS CREDITORS UF - - 497,844 497,844 - 66,852,843 MISCELLANEOUS CREDITORS UF - - 331,535 331,535 - 44,621,541 MISCELLANEOUS CREDITORS UF - - 98,188 98,188 22,515,508 - MISCELLANEOUS CREDITORS UF - - 267,668 267,668 - 53,713,045 MISCELLANEOUS CREDITORS UF - - 229,470 229,470 - 67,920,882 MISCELLANEOUS CREDITORS UF - - 517,222 517,222 - 66,828,277 MISCELLANEOUS CREDITORS UF - - 72,669 72,669 15,044,695 7,547,564 MISCELLANEOUS CREDITORS UF - - 4,909,946 4,909,946 23,521,854 34,084,532 MISCELLANEOUS CREDITORS UF - - 1,676,058 1,676,058 - 89,057,494 MISCELLANEOUS CREDITORS CLP - 5,456,552 5,088,759 10,545,311 15,380,240 - MISCELLANEOUS CREDITORS UF - 11,756,320 11,322,001 23,078,321 34,111,595 - MISCELLANEOUS CREDITORS UF - 679,400 679,400 - 76,548,602 MISCELLANEOUS CREDITORS ARS 1,837,384 2,138,081 5,187,086 - - MISCELLANEOUS CREDITORS ARS 1,491,790 5,423,471 4,577,107 11,492,368 - 9.249.717 53,443,952 49,823,116 112,516,785 263,482,079 1,211,621 4.00 Type of amortization Total Noncurrent MISCELLANEOUS CREDITORS Total Obligations with the Public Effective rate Amount of the nominal value of the obligation payable according to contract conditions Amount of Class of Liabilities Exposed to Liquidity Risk with Expiration 61,968,091 At expiration 949,182 Quarterly - Monthly 23.37 15,656,776 16.00 - - Monthly 18.78 16,624,923 17.00 517,501,225 780,983,304 104 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) In the tables presented above, when the nominal rate is equal to the effective rate, it means that there were no costs or income directly associated to the transaction that will affect the original rate of the instrument, d) Financial lease obligations as of December 2012 are detailed as follows: Dec-31-12 Creditor Name SODIMAC PERU S.A. Description of the currency or indexation according to contract conditions (ISO 4217) PEN Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 109,716 3 a 12 months 219,432 987,443 Total Current 1,316,591 1 to 5 years 1,463,050 5 or more years Total Noncurrent - Type of amortization Effective rate Amount of the nominal value of the obligation payable according to contract conditions Nominal rate of the obligation payable according to contract conditions 1,463,050 Annual 7.37 8,184,634 7.11 Annual 6.15 8,184,634 5.97 SODIMAC PERU S.A. PEN 75.703 151.406 681,328 908,437 157,340 - 157,340 SODIMAC PERU S.A. PEN 147.416 294.832 1,326,745 1,768,993 7,088,088 1,772,023 8,860,111 Annual 7.69 12,560,838 7.43 6.94 7,149,700 6.73 MALLS PERU S.A. PEN - - 806,524 806,524 3,125,839 - 3,125,839 Monthly MALLS PERU S.A. PEN - - 622,831 622,831 2,881,622 40,206 2,921,828 Monthly 8.40 6,370,560 8.09 MALLS PERU S.A. PEN - - 576,051 576,051 2,863,398 1,841,669 4,705,067 Monthly 8.55 11,162,429 8.23 MALLS PERU S.A. PEN - - 313,446 313,446 1,383,449 3,204,243 4,587,692 Monthly 8.60 5,808,913 8.28 MALLS PERU S.A. PEN - - 386,274 386,274 1,807,227 1,051,208 2,858,435 Monthly 8.50 4,225,712 8.19 MALLS PERU S.A. PEN - - 417,846 417,846 2,095,619 939,376 3,034,995 Monthly 9.85 5,600,467 9.43 MALLS PERU S.A. PEN - - 872,714 872,714 4,098,350 8,694,682 12,793,032 Monthly 8.70 23,521,155 8.37 SAGA FALABELLA S.A. (PERU) PEN 51,702 99,034 461,799 612,535 125,544 - 125,544 Monthly 6.15 2,747,575 5.98 VIAJES FALABELLA S.A. (PERU) USD 1,371 2,759 12,719 16,849 42,909 - 42,909 Annual 5.98 96,092 5.30 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 34,671 55,641 259,970 350,282 701,854 - 701,854 Monthly 8.50 2,490,047 8.19 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 88,617 178,842 831,984 1,099,443 1,428,295 - 1,428,295 Monthly 7.18 6,902,975 6.95 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 86,053 161,520 748,697 996,270 171,349 - 171,349 Monthly 6.30 4,519,343 6.13 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 33,198 41,358 193,139 267,695 1,252,402 417,863 1,670,265 Monthly 8.20 2,765,180 7.91 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 56,820 92,185 432,244 581,249 1,017,564 - 1,017,564 Monthly 8.80 3,492,892 8.46 105 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Creditor Name Description of the currency or indexation according to contract conditions (ISO 4217) Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 3 a 12 months Total Current 1 to 5 years 5 or more years Total Noncurrent Type of amortization Effective rate Amount of the nominal value of the obligation payable according to contract conditions Nominal rate of the obligation payable according to contract conditions HIPERMERCADOS TOTTUS S.A. (PERU) PEN 36,657 41,837 195,398 273,892 1,267,998 878,583 2,146,581 Monthly 8.20 3,322,010 7.91 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 61,750 105,650 489,093 656,493 1,233,133 - 1,233,133 Monthly 6.10 3,785,327 5.94 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 23,571 22,018 103,131 148,720 679,699 962,893 1,642,592 Monthly 8.80 2,299,883 8.46 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 27,940 41,448 192,905 262,293 1,054,491 - 1,054,491 Monthly 6.90 1,982,191 6.69 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 73,849 148,971 691,868 914,688 4,356,542 314,062 4,670,604 Monthly 6.95 9,071,707 6.74 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 6,874 13,867 64,409 85,150 405,858 29,275 435,133 Monthly 6.95 1,170,635 6.74 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 6,584 13,282 61,703 81,569 389,051 28,078 417,129 Monthly 6.95 920,317 6.74 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 42,631 59,484 277,543 379,658 1,704,933 - 1,704,933 Monthly 7.85 2,485,530 7.58 HIPERMERCADOS TOTTUS S.A. (PERU) PEN 117,072 163,416 762,375 1,042,863 4,680,248 - 4,680,248 Monthly 7.85 6,819,683 7.58 HIPERMERCADOS TOTTUS S.A. (PERU) Total Financial Leases PEN Monthly 8.00 1,933,197 7.72 31,290 53,118 247,915 332,323 1,081,716 - 1,081,716 1.113.485 1,960,100 13,018,094 16,091,679 48,557,568 20,174,161 68,731,729 In the tables presented above, when the nominal rate is equal to the effective rate, it means that there were no costs or income directly associated to the transaction that will affect the original rate of the instrument, 106 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) e) Other financial liabilities as of December 31 2012 and 2011 are detailed as follows: Detail of Other Financial Liabilities Dec-31-12 Current Non-current ThCh$ ThCh$ Financial liabilities at fair value with changes in income (derivative instruments) Financial liabilities measured at amortized cost (1) Other Financial liabilities 2,126,381 7,309,040 9,435,421 Dec-31-11 Current Non-current ThCh$ ThCh$ 854,088 854,088 145,162 145,162 23,033 7,134,090 7,157,123 (1) Mainly related to debt that was obtained as a result of the acquisition of Craighouse College Dec-31-11 a) Bank Loans as of December 2011 are detailed as follows: BANCO ESTADO (CHILE) Description of the currency or indexation according to contract conditions (ISO 4217) CLP 4,660,528 - - 4,660,528 - - - At expiration 6.79 Amount of the nominal value of the obligation payable according to contract conditions 4,650,000 BANCO ESTADO (CHILE) CLP 2,526,657 - - 2,526,657 - - - At expiration 6.31 2,516,948 6.31 BANCO ESTADO (CHILE) CLP 3,011,572 - - 3,011,572 - - - At expiration 6.31 3,000,000 6.31 BANCO DE CHILE CLP 3,008,800 - - 3,008,800 - - - At expiration 6.60 3,000,000 6.60 BANCO ESTADO (CHILE) CLP 3,008,720 - - 3,008,720 - - - At expiration 6.54 3,000,000 6.54 BANCO DE CHILE CLP 4,007,320 - - 4,007,320 - - - At expiration 7.32 4,000,000 7.32 BANCO DE CHILE CLP 4,007,320 - - 4,007,320 - - - At expiration 7.32 4,000,000 7.32 BANCO DE CHILE CLP 3,005,490 - - 3,005,490 - - - At expiration 7.32 3,000,000 7.32 BANCO ESTADO (CHILE) CLP 10,003,767 - - 10,003,767 - - - At expiration 6.78 10,000,000 6.78 BANCO DE CHILE CLP - 8,197,061 - 8,197,061 - - - At expiration 6.61 8,195,154 6.61 BANCO DE CHILE CLP - 7,608,918 - 7,608,918 - - - At expiration 6.61 7,603,016 6.61 BANCO DE CHILE CLP - 9,207,654 - 9,207,654 - - - At expiration 6.61 9,201,830 6.61 BANCO BBVA CHILE CLP - 4,116 - 4,116 2,386,978 - 2,386,978 At expiration 7.19 2,386,978 7.19 Creditor Name Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 3 a 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total noncurrent Effective rate Nominal rate of the obligation payable according to contract conditions 6.79 107 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) BANCO BBVA CHILE Description of the currency or indexation according to contract conditions (ISO 4217) CLP - 2,224 - 2,224 7,387,643 - 7,387,643 At expiration 7.19 Amount of the nominal value of the obligation payable according to contract conditions 7,387,643 BANCO BBVA CHILE CLP - 102,639 - 102,639 7,289,854 - 7,289,854 At expiration 7.19 7,289,854 7.19 BANCO BBVA CHILE CLP - 127,575 - 127,575 5,151,584 - 5,151,584 At expiration 7.19 5,151,584 7.19 BANCO BBVA CHILE CLP - 74,891 - 74,891 2,783,941 - 2,783,941 At expiration 7.19 2,783,941 7.19 BANCO DE CHILE CLP - - 20,446 20,446 6,447,182 - 6,447,182 At expiration 5.97 6,447,182 5.97 BANCO DE CHILE CLP - - 104,314 104,314 8,361,946 - 8,361,946 At expiration 5.97 8,361,946 5.97 BANCO DE CHILE CLP - - 20,707 20,707 5,190,872 - 5,190,872 At expiration 5.97 5,190,872 5.97 BANCO DE CHILE CLP - 72,379 - 72,379 1,181,039 - 1,181,039 At expiration 6.11 1,181,039 6.11 BANCO DE CHILE CLP - 19,519 - 19,519 6,025,641 - 6,025,641 At expiration 6.11 6,025,641 6.11 BANCO DE CHILE CLP - 108,868 - 108,868 1,196,157 - 1,196,157 At expiration 6.11 1,196,157 6.11 BANCO DE CHILE CLP - 61,734 - 61,734 4,180,956 - 4,180,956 At expiration 6.11 4,180,956 6.11 BANCO DE CHILE CLP - 70,597 - 70,597 1,127,502 - 1,127,502 At expiration 6.11 1,127,502 6.11 BANCO DE CHILE CLP - 76,429 - 76,429 6,288,705 - 6,288,705 At expiration 6.11 6,288,705 6.11 BANCO BBVA CHILE CLP - - 34,366 34,366 5,466,717 - 5,466,717 At expiration 6.07 5,466,717 6.07 BANCO BBVA CHILE CLP - - 40,172 40,172 7,108,823 - 7,108,823 At expiration 6.06 7,108,823 6.06 BANCO BBVA CHILE CLP - - 58,194 58,194 8,415,764 - 8,415,764 At expiration 6.05 8,415,764 6.05 BANCO BBVA CHILE CLP - - 49,561 49,561 4,008,697 - 4,008,697 At expiration 6.05 4,008,697 6.05 BANCO DEL DESARROLLO (CHILE) CLP - - 36,495 36,495 4,573,663 - 4,573,663 At expiration 6.20 4,573,664 6.20 BANCO DEL DESARROLLO (CHILE) CLP - - 16,551 16,551 7,345,621 - 7,345,621 At expiration 6.20 7,345,621 6.20 BANCO DEL DESARROLLO (CHILE) CLP - - 6,980 6,980 7,194,383 - 7,194,383 At expiration 6.20 7,194,383 6.20 BANCO DEL DESARROLLO (CHILE) CLP - - 1,690 1,690 5,886,332 - 5,886,332 At expiration 6.20 5,886,332 6.20 BANCO SANTANDER - SANTIAGO (CHILE) USD 348,566 - - 348,566 - - - At expiration 1.55 348,566 1.55 BANCO DE CHILE CLP 15,615 - - 15,615 - - - At expiration 7.60 15,615 7.60 BANCO DE CRÉDITO E INVERSIONES (CHILE) UF - - 3,552,230 3,552,230 16,958,234 15,365,091 32,323,325 Biannual 3.39 39,396,905 3.15 CORPBANCA UF - - 2,125,442 2,125,442 10,173,060 9,221,170 19,394,230 Biannual 3.71 23,638,143 3.45 CITIBANK N,A, (CHILE) UF - - 2,584,492 2,584,492 12,692,147 11,518,986 24,211,133 Biannual 3.94 29,547,670 3.64 BBVA UF - - 3,033,180 3,033,180 14,671,636 8,879,682 23,551,318 Biannual 3.87 29,875,986 3.53 BANCO SANTANDER - SANTIAGO (CHILE) USD - 5,536,250 - 5,536,250 - - - At expiration 1.46 5,536,250 0.51 CORPBANCA CLP - - 2,468,578 2,468,578 - - - Biannual 6.12 19,500,000 6.12 Creditor Name Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 3 a 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total noncurrent Effective rate Nominal rate of the obligation payable according to contract conditions 7.19 108 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 429,612 - - 429,612 - - - Annual 5.35 Amount of the nominal value of the obligation payable according to contract conditions 429,612 CITIBANK DEL PERU PEN - - 2,735,749 2,735,749 - - - Annual 4.90 2,696,117 4.90 BANCO DE CRÉDITO (PERU) PEN 22,788 45,575 205,088 273,451 1,285,119 311,338 1,596,457 Annual 6.32 1,929,414 6.13 BANCO DE CRÉDITO (PERU) PEN 26,713 53,426 240,415 320,554 1,541,269 2,555,375 4,096,644 Annual 7.17 4,501,838 6.93 BANCO DE CRÉDITO (PERU) PEN 3,096,727 - - 3,096,727 - - - Monthly 5.26 3,092,320 5.14 BANCO DE CRÉDITO (PERU) PEN 1,935,454 - - 1,935,454 - - - Monthly 5.26 1,932,700 5.14 SCOTIABANK (PERU) PEN 6,772,996 - - 6,772,996 - - - Monthly 4.65 6,764,450 4.55 SCOTIABANK (PERU) PEN 733,060 - - 733,060 9,759,465 - 9,759,465 Monthly 7.00 11,016,390 6.79 SCOTIABANK (PERU) PEN 9,675,708 - - 9,675,708 - - - Monthly 4.65 9,663,500 4.65 BANCO CONTINENTAL (PERU) PEN 6,900,340 - - 6,900,340 - - - Monthly 5.80 6,764,450 5.80 CITIBANK DEL PERU PEN 9,855,744 - - 9,855,744 - - - Monthly 4.70 9,712,204 4.70 BANCO DE CRÉDITO (PERU) PEN 4,762 - - 4,762 - - - Monthly 5.65 4,761 5.65 SCOTIABANK (PERU) PEN 96,270 - - 96,270 - - - Monthly 5.25 96,270 5.25 BANCO CONTINENTAL (PERU) PEN - - 1,478,644 1,478,644 - - - Annual 5.80 1,449,525 5.80 CITIBANK DEL PERU PEN - - 2,738,029 2,738,029 - - - Annual 4.90 2,699,016 4.90 BANCO CONTINENTAL (PERU) PEN - - 5,534,249 5,534,249 - - - Annual 4.97 5,520,742 4.97 BANCO DE CRÉDITO (PERU) PEN 66,301 93,258 416,493 576,052 2,692,036 4,411,879 7,103,915 Monthly 7.17 7,895,273 7.17 BANCO DE CRÉDITO (PERU) PEN 21,142 35,792 163,120 220,054 1,029,317 225,436 1,254,753 Monthly 6.32 1,543,454 6.32 HSBC BANK USA ( CHILE ) USD 261,355 - - 261,355 - - - At expiration 3.05 261,212 1.27 CORPBANCA USD 205,755 582,474 - 788,229 - - - At expiration 2.65 787,962 1.06 BANCO SANTANDER - SANTIAGO (CHILE) USD 25,791 1,900,210 - 1,926,001 - - - At expiration 2.54 1,925,226 1.18 BANCO DE CHILE USD 743,822 2,270,526 - 3,014,348 - - - At expiration 1.97 3,012,744 1.07 BANCO DE CHILE CLP 1,250,458 - - 1,250,458 - - - At expiration 6.60 1,250,000 6.60 BANCO DE CRÉDITO E INVERSIONES (CHILE) CLP - - 5,005,157 5,005,157 - - - At expiration 5.30 5,000,000 5.30 BANCO DE CRÉDITO E INVERSIONES (CHILE) CLP 1,300,494 - - 1,300,494 - - - At expiration 7.44 1,300,000 6.84 BANCO DE CHILE EUR 167,581 - - 167,581 - - - At expiration 2.92 167,581 2.28 BANCO DE CHILE USD 543,002 - - 543,002 - - - At expiration 2.33 543,002 1.65 BANCO DE CHILE USD - 288,559 - 288,559 - - - At expiration 2.17 288,559 1.51 CORPBANCA USD 71,826 - - 71,826 - - - At expiration 2.08 71,826 1.45 Creditor Name BANCO CONTINENTAL (PERU) Description of the currency or indexation according to contract conditions (ISO 4217) PEN Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 3 a 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total noncurrent Effective rate Nominal rate of the obligation payable according to contract conditions 5.35 109 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) CORPBANCA Description of the currency or indexation according to contract conditions (ISO 4217) USD - 88,399 - 88,399 - - - At expiration 2.28 Amount of the nominal value of the obligation payable according to contract conditions 88,399 CORPBANCA USD - - 55,879 55,879 - - - At expiration 2.33 55,878 1.67 BANCO SECURITY (CHILE) USD 70,285 - - 70,285 - - - At expiration 2.09 70,285 1.43 BANCO SANTANDER - SANTIAGO (CHILE) CLP 10,617 - - 10,617 - - - At expiration 3.41 10,617 3.36 BANCO DE CRÉDITO E INVERSIONES (CHILE) UF - - 42,546 42,546 - 25,474,675 25,474,675 At expiration 4.01 25,638,135 3.84 CORPBANCA UF 485,007 - - 485,007 25,526,664 - 25,526,664 At expiration 3.80 25,526,664 3.80 BANCO ESTADO (CHILE) UF - 547,274 - 547,274 44,298,431 - 44,298,431 At expiration 3.74 44,588,060 3.51 BANCO DE CHILE CLP - - 182,366 182,366 11,229,991 - 11,229,991 At expiration 6.57 11,266,467 6.39 BANCO DE CHILE CLP - - 171,192 171,192 10,844,403 - 10,844,403 At expiration 6.39 10,831,197 6.39 BANCO DE CHILE CLP - - 172,354 172,354 10,918,010 - 10,918,010 At expiration 6.39 10,904,714 6.39 BANCO DE CHILE CLP - - 173,545 173,545 10,993,441 - 10,993,441 At expiration 6.39 10,980,054 6.39 BANCO DE CHILE UF - 209,895 209,895 - 20,994,757 20,994,757 At expiration 3.91 21,253,635 3.60 BANCO DE CRÉDITO E INVERSIONES (CHILE) UF 1,054,666 - 946,994 2,001,660 4,041,115 - 5.21 10,645,564 3.60 9.09 74,250 9.09 Creditor Name Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 3 a 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total noncurrent 4,041,115 Biannual 74,250 At expiration Effective rate Nominal rate of the obligation payable according to contract conditions 1.60 BANCOLOMBIA COP - - - - - 74,250 BANCOLOMBIA COP - - - - - 296,248 296,248 At expiration 9.75 296,248 9.75 BANCOLOMBIA COP - - - - - 135,000 135,000 At expiration 9.37 135,000 9.37 BANCOLOMBIA COP - - - - - 23,153 23,153 At expiration 6.73 23,153 6.73 BANCOLOMBIA COP - - - - - 125,272 At expiration 9.78 125,272 9.78 BANCOLOMBIA COP - - - - - 8,655 8,655 At expiration 9.29 8,655 9.29 BANCOLOMBIA COP - - - - - 417,119 At expiration 9.40 417,119 9.40 BANCOLOMBIA COP - - - - - 93,677 93,677 At expiration 9.78 93,677 9.78 BANCOLOMBIA COP - - - - - 55,170 55,170 At expiration 8.98 55,170 8.98 BANCOLOMBIA COP - - - - - 6,585,941 6,585,941 At expiration 9.72 6,634,008 9.59 BANCO ESTADO (CHILE) CLP - 26,958,461 - 26,958,461 - - - At expiration 1.80 26,921,596 1.80 BANCO ESTADO (CHILE) CLP 59,985,669 - - 59,985,669 - - - At expiration 4.78 59,985,669 4.78 BBVA CLP 7,500,000 - - 7,500,000 - - - At expiration 1.39 7,500,000 1.39 BANCO DE CHILE CLP 239,210 - - 239,210 - - - At expiration 1.39 239,210 1.39 BANCO AV VILLAS (COLOMBIA) COP 1,460,738 1,269,000 1,350,000 4,079,738 6,828,012 - 7.94 10,797,012 7.66 BANCO DE BOGOTÁ (COLOMBIA) COP 185,583 - - 185,583 14,875,454 - 7.67 14,875,454 7.42 125,272 417,119 6,828,012 Biannual 14,875,454 At expiration 110 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 250,524 - - 250,524 8,100,000 - 8,100,000 At expiration 7.46 Amount of the nominal value of the obligation payable according to contract conditions 8,100,000 BANCO OCCIDENTE S,A, (COLOMBIA) BANCO DE LA CIUDAD DE BUENOS AIRES (ARGENTINA) BBVA BANCO FRANCÉS S,A, (ARGENTINA) BANCO DE GALICIA Y BUENOS AIRES S,A, (ARGENTINA) STANDARD BANK (ARGENTINA) COP 69,062 - - 69,062 5,400,000 - 5,400,000 At expiration 7.09 5,400,000 6.87 ARS 1,246,868 - - 1,246,868 - - - Monthly 29.00 1,203,395 29.00 ARS 7,569,735 - - 7,569,735 - - - Monthly 15.44 7,242,657 15.44 ARS 3,743,776 - - 3,743,776 - - - Monthly 28.32 3,567,859 28.32 ARS 5,290,141 - - 5,290,141 - - - Monthly 27.92 5,093,639 27.92 BANCO ITAU BUEN AYRE S,A, (ARGENTINA) ARS 4,639,676 - - 4,639,676 - - - Monthly 27.09 4,591,310 27.09 BANCO COMAFI (ARGENTINA) ARS 2,519,675 - - 2,519,675 - - - Monthly 28.44 2,413,573 28.44 HSBC BANK ARGENTINA S,A, ARS 41,203 - - 41,203 - - - Monthly 29.75 20,252 29.75 BANCO PATAGONIA S,A, (ARGENTINA) ARS 6,792,111 - - 6,792,111 - - - Monthly 26.17 6,674,396 26.17 STANDARD BANK (ARGENTINA) ARS 56,487 - - 56,487 - - - Monthly 27.92 56,487 27.92 BANCO RÍO DE LA PLATA S,A, (ARGENTINA) ARS 99,456 - - 99,456 - - - Monthly 29.75 823,721 29.75 HSBC BANK ARGENTINA S,A, ARS - - 1,200,403 1,200,403 - - - At expiration 17.92 1,207,400 16.60 BANCO PATAGONIA S,A, (ARGENTINA) ARS 14,787 - 1,807,196 1,821,983 - - - At expiration 17.11 1,811,100 16.00 HSBC BANK ARGENTINA S,A, ARS 1,813,829 - - 1,813,829 - - - At expiration 27.50 1,811,100 27.50 STANDARD BANK (ARGENTINA) ARS 406 686,809 679,471 1,366,686 2,748,942 - 18.07 4,829,600 16.60 HSBC BANK ARGENTINA S,A, ARS - - 1,799,050 1,799,050 - - At expiration 17.71 1,811,100 16.15 BANCO ITAU BUEN AYRE S,A, (ARGENTINA) ARS 7,305 - - 7,305 1,207,400 - 1,207,400 At expiration 17.81 1,207,400 16.50 STANDARD BANK (ARGENTINA) ARS 14,211 - - 14,211 2,414,800 - 2,414,800 At expiration 19.45 2,414,800 17.90 BANCO ITAU BUEN AYRE S,A, (ARGENTINA) ARS 20,055 - - 20,055 3,622,200 - 3,622,200 At expiration 17.81 3,622,200 16.50 BANCO ESTADO (CHILE) USD - - 49,607 49,607 7,297,139 - 7,297,139 At expiration 3.50 7,297,139 2.97 BANCO ESTADO (CHILE) USD - - 29,237 29,237 1,825,589 - 1,825,589 At expiration 7.30 1,825,589 6.20 BANCO ESTADO (CHILE) USD - - 20,415 20,415 1,825,589 - 1,825,589 At expiration 7.06 1,825,589 6.20 BANCO ESTADO (CHILE) USD - - 49,642 49,642 7,302,355 - 7,302,355 At expiration 7.42 7,302,355 6.30 BBVA BANCO FRANCÉS S,A, (ARGENTINA) BANCO DE LA PROVINCIA DE BUENOS AIRES (ARGENTINA) STANDARD BANK (ARGENTINA) ARS - 1,417 1,403,885 1,405,302 1,594,558 - 1,594,558 Biannual 18.12 3,042,648 17.00 ARS 50,332 100,410 251,299 402,041 - - - Monthly 14.99 402,467 14.00 ARS 471 - 341,201 341,672 687,235 - 687,235 Biannual 17.02 1,034,983 16.60 BBVA BANCO FRANCÉS S,A, (ARGENTINA) ARS 1,355 - 2,845,563 2,846,918 - - - Biannual 18.62 2,867,575 17.25 Creditor Name BANCO DE CRÉDITO (COLOMBIA) Description of the currency or indexation according to contract conditions (ISO 4217) COP Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 3 a 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total noncurrent 2,748,942 Biannual - Effective rate Nominal rate of the obligation payable according to contract conditions 7.22 111 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Creditor Name finstruBANCO ITAU BUEN AYRE S,A, (ARGENTINA) BANCO DE LA PROVINCIA DE BUENOS AIRES (ARGENTINA) BANCO DE LA PROVINCIA DE BUENOS AIRES (ARGENTINA) HSBC BANK ARGENTINA S,A, BANCO DE LA CIUDAD DE BUENOS AIRES (ARGENTINA) BANCO ITAU BUEN AYRE S,A, (ARGENTINA) BANCO DE GALICIA Y BUENOS AIRES S,A, (ARGENTINA) BBVA BANCO FRANCÉS S,A, (ARGENTINA) Description of the currency or indexation according to contract conditions (ISO 4217) Effective rate Amount of the nominal value of the obligation payable according to contract conditions Nominal rate of the obligation payable according to contract conditions 17.30 3,622,200 16.50 Annual 16.70 796,884 16.50 Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 3 a 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total noncurrent ARS 25,633 - - 25,633 3,622,200 - 3,622,200 Annual ARS 7,205 - - 7,205 794,717 - 794,717 ARS 8,257 - 1,566,864 1,575,121 - - - At expiration 16.81 1,569,620 16.00 ARS 5,055,703 - - 5,055,703 - - - Monthly 29.08 5,055,703 29.08 ARS 2,241,435 - - 2,241,435 - - - Monthly 25.04 2,241,435 25.04 ARS 2,332,830 - - 2,332,830 - - - Monthly 35.19 2,332,830 35.19 ARS 1,516,673 - - 1,516,673 - - - Monthly 18.12 1,516,673 18.12 Biannual ARS - - 1,706,899 1,706,899 - - - 18.62 1,720,545 17.25 BANCO ESTADO (CHILE) USD - - 12,534 12,534 782,395 - 782,395 At expiration 7.30 722,588 6.20 BANCO ESTADO (CHILE) USD - - 8,754 8,754 782,395 - 782,395 At expiration 7.06 722,588 6.00 BANCO ESTADO (CHILE) BANCO DE LA PROVINCIA DE BUENOS AIRES (ARGENTINA) STANDARD BANK (ARGENTINA) USD - - 18,696 18,696 3,129,581 - 3,129,581 At expiration 7.42 2,890,351 6.30 ARS 50,177 100,410 251,299 401,886 - - - Monthly 14.99 402,467 14.00 ARS 172,048 - 169,153 341,201 687,250 - 687,250 Biannual 17.02 1,034,983 16.60 HSBC BANK ARGENTINA S,A, BANCO DE GALICIA Y BUENOS AIRES S,A, (ARGENTINA) STANDARD BANK (ARGENTINA) ARS 2,425,404 - - 2,425,404 - - - Monthly 28.11 2,396,557 28.11 ARS 819,277 - - 819,277 - - - Monthly 28.30 747,864 28.30 ARS 12,094 - - 12,094 - - - Monthly 28.30 12,094 28.30 HSBC BANK USA ( CHILE ) USD 542,317 - - 542,317 - - - At expiration 1.50 542,317 1.50 202,254,349 66,502,749 49,976,386 318,733,484 379,182,149 106,772,874 485,955,023 Total Bank Loans In the tables presented above, when the nominal rate is equal to the effective rate, it means that there were no costs or income directly associated to the transaction that will affect the original rate of the instrument. 112 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Dec-31-11 b) Obligations with the public (bonds) as of December 2011 are detailed as follows: MISCELLANEOUS CREDITORS Description of the currency or indexation according to contract conditions (ISO 4217) UF - - 2,892,995 2,892,995 10,941,323 16,582,005 27,523,328 Biannual 6.81 Amount of the nominal value of the obligation payable according to contract conditions 22,355,190 MISCELLANEOUS CREDITORS UF - - 4,793,197 4,793,197 18,234,649 42,520,665 60,755,314 Biannual 5.29 52,878,595 4.50 MISCELLANEOUS CREDITORS UF - 1,639,551 - 1,639,551 - 86,773,881 86,773,881 Biannual 4.55 72,733,280 4.25 MISCELLANEOUS CREDITORS CLP - - 5,405,175 5,405,175 25,539,689 - 25,539,689 Biannual 6.13 31,000,000 5.30 MISCELLANEOUS CREDITORS UF - - 11,400,416 11,400,416 55,374,027 - 55,374,027 Biannual 3.25 62,871,180 2.80 MISCELLANEOUS CREDITORS UF - - 667,737 667,737 - 74,571,880 74,571,880 Biannual 4.38 73,349,710 4.00 MISCELLANEOUS CREDITORS CLP 376,258 - 376,258 87,152,005 - 87,152,005 At expiration 6.29 87,152,005 5.00 MISCELLANEOUS CREDITORS UF - - 265,701 265,701 43,826,728 - 43,826,728 At expiration 3.70 44,588,060 3.00 MISCELLANEOUS CREDITORS UF - - 504,066 504,066 - 65,128,416 65,128,416 Biannual 4.72 66,882,090 4.50 MISCELLANEOUS CREDITORS UF - - 485,491 485,491 - 65,194,068 65,194,068 At expiration 4.00 66,882,090 3.85 MISCELLANEOUS CREDITORS UF - - 323,323 323,323 - 43,516,258 43,516,258 At expiration 3.99 44,588,060 3.85 MISCELLANEOUS CREDITORS UF - - 95,471 95,471 21,892,566 - 21,892,566 At expiration 3.41 22,294,030 3.00 MISCELLANEOUS CREDITORS UF - - 260,725 260,725 - 52,319,764 52,319,764 At expiration 3.90 55,735,075 3.50 MISCELLANEOUS CREDITORS PEN 13,602 286,999 885,167 1,185,768 2,213,751 - 2,213,751 Quarterly 5.68 5,798,100 5.56 MISCELLANEOUS CREDITORS PEN 2,939 264,228 814,986 1,082,153 - - - Quarterly 6.37 4,831,750 6.22 MISCELLANEOUS CREDITORS PEN 32,026 344,955 1,034,609 1,411,590 5,522,000 1,380,500 6,902,500 Quarterly 6.50 9,663,500 6.34 MISCELLANEOUS CREDITORS PEN 65,745 344,665 1,033,304 1,443,714 5,510,956 2,067,529 7,578,485 Quarterly 7.83 9,663,500 7.56 MISCELLANEOUS CREDITORS PEN 467,733 (702) 1,032,218 1,499,249 5,510,956 2,411,502 7,922,458 Quarterly 7.28 9,663,500 7.09 MISCELLANEOUS CREDITORS PEN - - 5,534,382 5,534,382 - - - Annual 4.94 5,525,288 4.94 MISCELLANEOUS CREDITORS ARS 271,164 563,334 466,648 1,301,146 - - - Monthly 18.31 1,301,145 15.00 MISCELLANEOUS CREDITORS ARS 340,231 288,695 - 628,926 - - - Monthly 16.53 628,927 14.75 MISCELLANEOUS CREDITORS ARS 266,123 171,970 - 438,093 - - - Monthly 17.72 438,093 15.00 MISCELLANEOUS CREDITORS ARS 672,889 1,152,689 - 1,825,578 - - - Monthly 18.37 1,825,578 15.00 MISCELLANEOUS CREDITORS ARS 1,227,000 1,519,675 605,071 3,351,746 - - - Monthly 15.34 3,351,746 14.25 Creditor Name Description of the currency or indexation according to contract conditions (ISO 4217) Up to 1 month 1 to 3 months 3 a 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total Noncurrent Effective rate 113 Nominal rate of the obligation payable according to contract conditions 6.50 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) MISCELLANEOUS CREDITORS Description of the currency or indexation according to contract conditions (ISO 4217) ARS MISCELLANEOUS CREDITORS ARS MISCELLANEOUS CREDITORS UF - - 33,325,760 33,325,760 - - - MISCELLANEOUS CREDITORS CLP 1,048,225 - 3,999,044 5,047,269 29,327,665 - 29,327,665 7,485,562 12,375,569 81,491,757 101,352,888 311,046,315 452,466,468 763,512,783 Creditor Name Total Obligations with the public Up to 1 month 1 to 3 months 1,044,225 1,743,607 1,278,227 4,066,059 - - - Monthly 23.35 Amount of the nominal value of the obligation payable according to contract conditions 4,066,058 2,033,660 3,679,645 4,388,044 10,101,349 - - - Monthly 23.65 10,101,351 23.65 At expiration 3.12 29,244,645 2.50 Biannual 7.28 32,170,000 7.00 Description of the currency or indexation according to contract conditions (ISO 4217) 3 a 12 months Total Current 1 to 5 years 5 or more years Type of amortization Total Noncurrent Effective rate Nominal rate of the obligation payable according to contract conditions 14.25 In the tables presented above, when the nominal rate is equal to the effective rate, it means that there were no costs or income directly associated to the transaction that will affect the original rate of the instrument, c) Financial lease obligations as of December 2011 are detailed as follows: Dec-31-11 SODIMAC PERU S,A, Description of the currency or indexation according to contract conditions (ISO 4217) PEN 104,908 209,815 944,168 1,258,891 2,855,280 - 2,855,280 Annual 7.37 8,407,357 Nominal rate of the obligation payable according to contract conditions 7.11 SODIMAC PERU S,A, PEN 73,225 146,450 659,025 878,700 1,094,780 - 1,094,780 Annual 6.15 4,137,034 5.97 SODIMAC PERU S,A, PEN 151,240 302,479 1,361,156 1,814,875 7,280,334 3,640,167 10,920,501 Annual 7.69 12,902,648 7.43 MALLS PERU S,A, PEN - - 661,381 661,381 3,412,397 628,761 4,041,158 Monthly 6.94 7,344,260 6.73 MALLS PERU S,A, PEN - - 595,314 595,314 2,813,094 824,012 3,637,106 Monthly 8.40 6,543,918 8.09 MALLS PERU S,A, PEN - - 282,914 282,914 2,701,419 2,723,410 5,424,829 Monthly 8.55 11,466,185 8.23 MALLS PERU S,A, PEN - - 300,855 300,855 1,307,500 3,710,174 5,017,674 Monthly 8.60 5,966,987 8.28 MALLS PERU S,A, PEN - - 368,817 368,817 1,708,627 1,603,153 3,311,780 Monthly 8.50 4,340,703 8.19 MALLS PERU S,A, PEN - - 391,818 391,818 1,957,321 1,598,438 3,555,759 Monthly 9.85 5,752,868 9.43 MALLS PERU S,A, PEN - - 826,988 826,988 3,849,364 10,148,010 13,997,374 Monthly 8.70 24,161,220 8.37 Creditor Name Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 3 to 12 months Total Current 1 to 5 years 5 or more years Total Noncurrent Type of amortization Effective rate Amount of the nominal value of the obligation payable according to contract conditions 114 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) SAGA FALABELLA S,A, (PERU) Description of the currency or indexation according to contract conditions (ISO 4217) PEN 51,397 94,153 439,046 584,596 755,430 - 755,430 Monthly 6.15 2,822,343 Nominal rate of the obligation payable according to contract conditions 5.98 VIAJES FALABELLA S,A, (PERU) USD - - 17,381 17,381 58,517 6,423 64,940 Monthly 5.30 93,666 5.98 HIPERMERCADOS TOTTUS S,A, PEN 35,614 52,676 246,112 334,402 1,073,440 - 1,073,440 Monthly 8.50 2,557,807 8.19 HIPERMERCADOS TOTTUS S,A, PEN 84,684 170,904 795,056 1,050,644 2,595,768 - 2,595,768 Monthly 7.18 7,090,821 6.95 HIPERMERCADOS TOTTUS S,A, PEN 88,155 155,560 721,072 964,787 1,193,290 - 1,193,290 Monthly 6.30 4,642,325 6.13 HIPERMERCADOS TOTTUS S,A, PEN 33,547 50,100 236,259 319,906 762,218 - 762,218 Monthly 10.28 2,551,268 9.83 HIPERMERCADOS TOTTUS S,A, PEN 34,085 39,197 183,044 256,326 1,186,941 790,683 1,977,624 Monthly 8.20 2,840,427 7.91 HIPERMERCADOS TOTTUS S,A, PEN 58,201 86,601 406,063 550,865 1,630,774 - 1,630,774 Monthly 8.80 3,587,942 8.46 HIPERMERCADOS TOTTUS S,A, PEN 37,638 39,638 185,130 262,406 1,201,361 1,268,596 2,469,957 Monthly 8.20 3,412,410 7.91 HIPERMERCADOS TOTTUS S,A, PEN 63,327 102,037 472,364 637,728 1,931,464 - 1,931,464 Monthly 6.10 3,888,334 5.94 HIPERMERCADOS TOTTUS S,A, PEN 24,207 20,731 97,104 142,042 639,974 1,187,059 1,827,033 Monthly 8.80 2,362,468 8.46 HIPERMERCADOS TOTTUS S,A, PEN 28,613 39,571 184,166 252,350 1,172,772 172,239 1,345,011 Monthly 6.90 2,036,131 6.69 HIPERMERCADOS TOTTUS S,A, PEN 108,121 142,057 659,761 909,939 4,154,373 1,658,334 5,812,707 Monthly 6.95 9,318,569 6.74 HIPERMERCADOS TOTTUS S,A, PEN 10,067 13,219 61,401 84,687 386,904 154,558 541,462 Monthly 6.95 1,202,491 6.74 HIPERMERCADOS TOTTUS S,A, PEN 9,645 12,659 58,804 81,108 370,777 148,215 518,992 Monthly 6.95 945,361 6.74 HIPERMERCADOS TOTTUS S,A, PEN 43,737 56,481 263,531 363,749 1,700,923 426,857 2,127,780 Monthly 7.85 2,553,168 7.58 HIPERMERCADOS TOTTUS S,A, PEN 120,124 155,207 724,080 999,411 4,670,373 1,171,331 5,841,704 Monthly 7.85 7,005,263 7.58 HIPERMERCADOS TOTTUS S,A, PEN 31,189 50,402 235,240 316,831 1,447,388 - 1,447,388 Monthly 8.00 1,985,804 7.72 1,191,724 1,939,937 12,378,050 15,509,711 55,912,803 31,860,420 87,773,223 Creditor Name Total Financial Lease Amount of Class of Liabilities Exposed to Liquidity Risk with Expiry Up to 1 month 1 to 3 months 3 to 12 months Total Current 1 to 5 years 5 or more years Total Noncurrent Type of amortization Effective rate Amount of the nominal value of the obligation payable according to contract conditions In the tables presented above, when the nominal rate is equal to the effective rate, it means that there were no costs or income directly associated to the transaction that will affect the original rate of the instrument, 115 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 19 – Current and Non-current Trade and Other Accounts Payable Current and non-current trade and other accounts payable are detailed as follows: Dec-31-12 Class of liability Trade payables Miscellaneous payables Other accounts payable Total payables & other A/P Up to 1 month ThCh$ 372,712,737 9,325,038 78,707,767 460,745,542 1 to 3 months ThCh$ 202,234,080 5,657,823 31,337 207,923,240 More than 3 up to 12 months ThCh$ 45,056,014 3,063,458 46,922,092 95,041,564 Total current ThCh$ 620,002,831 18,046,319 125,661,196 763,710,346 1 to 5 years ThCh$ 1,291,587 1,291,587 Total non-current ThCh$ 1,291,587 1,291,587 Dec-31-11 Class of liability Trade payables Miscellaneous payables Other accounts payable Total payables & other A/P Up to 1 month ThCh$ 337,717,987 3,427,978 46,961,595 388,107,560 1 to 3 months ThCh$ 173,908,971 3,516,316 306,291 177,731,578 More than 3 up to 12 months ThCh$ 36,145,595 3,691,351 77,413,902 117,250,848 Total current ThCh$ 547,772,553 10,635,645 124,681,788 683,089,986 1 to 5 years ThCh$ 4,410,861 4,410,861 Total non-current ThCh$ 4,410,861 4,410,861 The balance of non-current payables mainly attributable to prepayment rights of operators of the Colombian subsidiary of Mall Plaza, The Company‘s main suppliers as of December 31, 2012 are detailed as follows. The average payment term of all suppliers varies depending on each business and each country, and amounted to between 29 and 78 days at the end of 2012. Supplier name Samsung Electronics Chile Ltda. LG Electronics Inc. Chile Ltda. Sony Chile Ltda. Gerdau Aza S.A. Compañía Siderúrgica Huachipato S.A. (CAP) Cintac S.A.I.C. Cía. Ind. El Volcán S.A. Nestlé Chile S.A. Unilever Chile S.A. Industrias Ceresita S.A. 116 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 20 – Current and Non-current Non-banking and Banking Services Provisions a) Provisions established by the Company for the Non-banking Business corresponds to the following concepts: Non-banking Business Provisions Legal claims (contingencies) provision (1) Dismantling, restoration costs (2) Other provisions (3) Total Current Dec-31-12 Dec-31-11 ThCh$ ThCh$ 4,452,691 5,753,490 882,603 1,185,044 5,335,294 6,938,534 Non-current Dec-31-12 Dec-31-11 ThCh$ ThCh$ 642,123 556,284 642,123 556,284 b) Provisions established for Banking Services are detailed as follows: Banking Services Provisions Legal claims (contingencies) provision (1) Other provisions (4) Total Dec-31-12 ThCh$ 329,716 3,825,272 4,154,988 Dec-31-11 ThCh$ 243,974 2,246,303 2,490,277 (1) Legal claims (contingencies) provision: correspond to real claims that have been defined by legal advisors as with high probability of loss. (2) Dismantling, restoration costs and reinstatement: This dismantling policy is reviewed annually to determine the reasonability of the estimated amounts or whether there are new amounts to be recorded for new assets acquired or built. (3) Other provisions: correspond to other miscellaneous third party obligations, where there is a probability of an outflow of resources. (4) Correspond to regulatory provisions required by the Chilean Superintendency of Banks. 117 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) a) Movements for the period for the concept of current and non-current non-banking provisions are detailed as follows: Non-banking Business Provisions movements Current Beginning balance as of Jan-01-12 Additional provisions Increase (decrease) in existing provisions Conversion adjustment Changes in total provision Final balance as of Dec31-12 Beginning balance as of Jan-01-11 Additional provisions Increase (decrease) in existing provisions Conversion adjustment Changes in total provision Final balance as of Dec-31-11 Dismantling, restoration cost Legal claims provision ThCh$ 5,753,490 430,551 (1,111,624) (619,726) (1,300,799) 4,452,691 3,066,913 421,394 1,676,814 588,369 2,686,577 5,753,490 Noncurrent ThCh$ - Current Non-current ThCh$ ThCh$ 556,284 79,480 17,654 (11,295) 85,839 642,123 635,224 16,702 (175,526) 79,884 (78,940) 556,284 - Total Other provisions Current ThCh$ 1,185,044 (154,881) (147,510) (50) (302,441) 882,603 563,272 275,603 384,239 (38,070) 621,772 1,185,044 Noncurrent ThCh$ Current - ThCh$ 6,938,534 275,670 (1,259,134) (619,776) (1,603,240) 5,335,294 3,630,185 696,997 2,061,053 550,299 3,308,349 6,938,534 Noncurrent ThCh$ 556,284 79,480 17,654 (11,295) 85,839 642,123 635,224 16,702 (175,526) 79,884 (78,940) 556,284 118 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) d) Movements for the period for the concept of Banking Services provisions correspond to: Banking Services Legal claims provision Other Provisions Total Provisions movements ThCh$ 243,974 ThCh$ 2,246,303 ThCh$ 2,490,277 452,942 (320,975) 1,578,969 452,942 1,257,994 Changes in total provision Final balance as of Dec-31-12 Beginning balance as of Jan-01-11 (46,225) 85,742 329,716 182,584 1,578,969 3,825,272 2,079,265 (46,225) 1,664,711 4,154,988 2,261,849 Additional provisions Increase (decrease) in existing provisions Changes in total provision Final balance as of Dec-31-11 43,671 17,719 61,390 243,974 167,038 167,038 2,246,303 43,671 184,757 228,428 2,490,277 Beginning balance as of Jan-01-12 Additional provisions Increase (decrease) in existing provisions Conversion adjustment 119 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 21 – Current and Non-current Employee Benefits Provisions a) Employee benefits included in the statement of income are detailed as follows: Non-banking Business Employee benefits expenses Jan-01-12 Dec-31-12 Jan-01-11 Dec-31-11 ThCh$ ThCh$ Wages and salaries Bonuses and other short-term benefits Defined benefits obligation expense Termination expenses Share-based payments Other employee expenses 508,804,300 426,444,378 90,298,676 79,107,597 2,905,798 2,579,521 5,397,501 3,944,560 3,951,857 2,611,609 8,742,095 9,838,423 Employee expenses 620,100,227 524,526,088 Banking Services Jan-01-12 Jan-01-11 Dec-31-12 Dec-31-11 ThCh$ ThCh$ Wages and salaries 39,894,926 33,541,801 Bonuses and other short-term benefits 11,806,749 9,750,294 Termination expenses 714,069 341,088 Share-based payments 393,840 169,731 7,692,722 6,292,458 60,502,306 50,095,372 Employee benefits expenses Other employee expenses Employee expenses b) Employee benefits balances are detailed as follows: Non-banking Business Vacation accrual Profit sharing and bonuses Defined benefits provision Withholdings Payroll Other provisions Total employee benefits Current Dec-31-12 Dec-31-11 ThCh$ ThCh$ 27,623,401 23,846,852 25,230,056 21,915,270 1,225,423 722,688 16,816,336 15,596,758 2,637,957 4,065,742 4,916,936 4,454,619 78,450,109 70,601,929 Non-current Dec-31-12 Dec-31-11 ThCh$ ThCh$ 1,107,706 736,231 12,505,712 10,954,345 13,613,418 11,690,576 120 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) c) Defined employee benefits balances are detailed as follows: Dec-31-12 ThCh$ Dec-31-11 ThCh$ Post-employment benefits provision, current Post-employment benefits provision, non-current 1,225,423 12,505,712 722,688 10,954,345 Total benefits obligation 13,731,135 11,677,033 The Company has defined benefits plans with some of its employees. The reconciliation of the defined benefits obligation, detail of expense for the year and main assumptions used to determine the obligation are detailed as follows: Reconciliation of defined benefits plan obligation present value Beginning balance as of January 1, Cost of current service defined benefits plan obligation (1) Cost of interest on defined benefits plan obligation (1) Defined benefits plan actuarial profits losses obligation (1) Payment of defined benefits plan obligations Defined benefits plan present value, final balance Dec-31-12 ThCh$ Dec-31-11 ThCh$ 11,677,033 9,803,074 1,207,470 755,730 942,598 (851,696) 1,104,541 313,419 1,161,561 (705,562) 13,731,135 11,677,033 The amount recorded in the statement of income amounted to ThCh$ 2,905,798 as of December 31, 2012 (ThCh$ 2,579,521 as of December 31, 2011), (1) Main Actuarial Assumptions Used in Defined Benefits Plans Discount rate used Salary increase expected rate Employee turnover rate Mortality table name Other significant actuarial assumptions 3.045% BCU 15 years rate 1.78% 15.97% RV-2009 provided by the SVS, Legal ages of retirement by gender d) Share-based payments: At the Extraordinary Shareholders‘ Meeting held on July 23, 2007 the shareholders agreed on a compensation plan for Company executives through granting of options to subscribe shares. These executives can exercise their rights within a maximum period of 5 years. At the Extraordinary Shareholders‘ Meeting held on April 28, 2009 the shareholders agreed on a new compensation plan for Company executives through granting options to subscribe shares. These executives can exercise their rights within a maximum period of 5 years. At the Extraordinary Shareholders‘ Meeting held on April 26, 2011 the shareholders agreed on a new compensation plan for Company executives through granting options to subscribe shares, these executives 121 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) can exercise their rights within a maximum period of 5 years. Considering that the stock options will become irrevocable in a period of 5 years, the services will be received by the Company during the same period and with the same progression, therefore the payroll expense shall be accrued in the same period. The charge to income recognized in the period ended as of December 31, 2012 was ThCh$4,345,697 (ThCh$ 2,781,340 for December 2011), with a credit to other reserves. The main assumptions used to determine the fair value of the options recognized as a payroll expense in their period of accrual are the following: Plan 2007 Dividend yield (%) Expected volatility (%) Risk free interest rate (%) Expected life of the option (years) Weighted average price of share (Ch$) Estimated percentage of cancellations Period covered Model used Name of model Plan 2009 1.14% 28.14% 6.38% 5 2,530.00 6% 09-15-07 /04-03-12 Binomial Hull-White 1.84% 30.73% 4.64% 5 2,117.78 6% 09-15-09 /04-28-14 Binomial Hull-White Plan 2011 1.15% 31.14% 4.82% 5 4,464.80 6% 10-31-11 /06-30-16 Binomial Hull-White The expected life of the options is based on historical data and is not necessarily indicative of exercising patterns that might occur. The expected volatility reflects the assumption that the historical volatility is indicative of future tendencies, which might also not necessarily be the real result, Movement of current options during the period, weighted average exercise prices of shares and average contractual lives of current options as of December 31, 2012 are detailed as follows: Share plans Balance as of January 1, Plan 2007 10,830,673 Plan 2009 18,505,671 Plan 2011 8,605,000 (66,660) (10,764,013) - (1,056,667) (1,618,662) - 110,000 (580,000) - In circulation as of December 31, 2012 - 15,830,342 8,135,000 Can be exercised as of December 31, 2012 Weighted average contractual life (years) - 1,871,139 1.3 3.4 Granted during the period Paid during the period Exercised during the period Expired during the period 122 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 22 – Other Current and Non-current Non-financial Liabilities a) Other current non-financial liabilities are detailed as follows: Detail of Other Current Non-financial Liabilities Prepaid rent charged Deferred income from customer loyalty programs (CMR points) Advanced sales Credit notes receivable VAT fiscal debit Other non-financial liabilities Total Current Other Non-financial Liabilities Dec-31-12 ThCh$ 1,455,079 10,181,069 36,948,215 1,595,063 42,581,802 9,787,627 102,548,855 Dec-31-2011 ThCh$ 1,596,847 7,806,235 37,922,609 1,328,904 43,319,642 7,424,972 99,399,209 Dec-31-12 ThCh$ 21,635,618 101,810 21,737,428 Dec-31-2011 ThCh$ 20,601,181 91,759 20,692,940 b) Other non-current, non-financial liabilities are detailed as follows: Detail of Other Non-current, Non-financial Liabilities Guarantees and rent charged in advance Other Total Other Non-current, Non-financial Liabilities 123 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 23 – Deposits and Other Time Deposits Banking Services Deposits and other time deposits are detailed as follows: Time deposits Savings deposits Total Dec-31-12 Dec-31-11 ThCh$ ThCh$ 1,117,232,871 777,589,109 80,779,048 56,424,951 1,198,011,919 834,014,060 124 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 24 – Obligations with Banks - Banking Services a) As of December 31, 2012 obligations with banks for Banking Services are detailed as follows: Banking Services Dec-31-12 Creditor name SCOTIABANK (PERU) SCOTIABANK (PERU) INTERBANK (PERU) INTERBANK (PERU) COFIDE (PERU) COFIDE (PERU) COFIDE (PERU) COFIDE (PERU) COFIDE (PERU) COFIDE (PERU) BANCO DE CRÉDITO (PERU) FONDO MI VIVIENDA (PERU) FONDO MI VIVIENDA (PERU) Total bank loans Description of the currency or indexation according to contract conditions (ISO 4217) PEN PEN PEN PEN USD USD USD PEN PEN PEN PEN PEN USD Amount of class of liabilities exposed to liquidity risk with expiration Up to 1 month 4,278 4,100 1,617 322,470 332.465 1 to 3 months 7,996 7,996 2,665 141,198 78,443 78,462 627,167 943,927 3 to 12 months 1,932,260 1,884,307 1,935,753 1,884,831 35,984 35,984 11,995 282,225 156,792 235,188 2,822,250 11,217,569 1 to 5 years 144,773 156,771 64,896 156,825 1,257,295 1,780,560 5 or more years 67,969 28,886 1,330,789 1,427,644 Total Type of amortization 1,932,260 At expiration 1,884,307 At expiration 1,935,753 At expiration 1,884,831 At expiration 193,031 Monthly 204,851 Monthly 149,142 Monthly 423,423 Quarterly 235,235 Quarterly 470,475 Quarterly 5,029,182 Monthly 28,886 Monthly 1,330,789 Monthly 15,702,165 Amount of the nominal value of the obligation payable according to contract conditions 1,884,500 1,881,500 1,884,500 1,881,500 527,689 540,070 270,035 1,619,424 899,680 814,050 9,768,600 60,265 3,515,852 125 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) b) As of December 31, 2011 the detail is as follows: Banking Services Dec-31-11 Creditor name SCOTIABANK (PERU) SCOTIABANK (PERU) SCOTIABANK (PERU) SCOTIABANK (PERU) CITIBANK DEL PERU INTERBANK (PERU) INTERBANK (PERU) INTERBANK (PERU) COFIDE (PERU) COFIDE (PERU) COFIDE (PERU) COFIDE (PERU) COFIDE (PERU) COFIDE (PERU) COFIDE (PERU) BANCO DE CRÉDITO (PERU) FONDO MI VIVIENDA (PERU) FONDO MI VIVIENDA (PERU) BANCO GNB SUDAMERIS (COLOMBIA) BANCO POPULAR (COLOMBIA) BANCO GNB SUDAMERIS (COLOMBIA) BANCO GNB SUDAMERIS (COLOMBIA) BANCO BCSC S,A, (COLOMBIA) BANCO GNB SUDAMERIS (COLOMBIA) BANCO GNB SUDAMERIS (COLOMBIA) Description of the currency or indexation according to contract conditions (ISO 4217) PEN PEN PEN PEN PEN PEN PEN PEN USD USD USD PEN PEN PEN PEN PEN PEN USD COL COL COL COL COL COL COL Amount of class of liabilities exposed to liquidity risk with expiration Up to 1 month 4,635 4,449 1,745 326,327 - 1 to 3 months 2,028,969 4,036,909 2,437,721 1,612,807 8,684 8,684 2,895 80,592 644,233 - 3 to 12 months 2,015,667 4,040,961 1,947,869 1,617,384 39,079 39,079 13,026 80,527 580,043 322,246 322,253 2,899,050 1,247,637 2,753,617 2,740,621 2,740,621 4,095,148 1,362,448 1,362,448 1 to 5 years 205,250 205,068 69,294 435,032 241,685 483,379 5,159,481 - 5 or more years 4,342 17,369 92,631 31,108 1,714,445 - Total 2,028,969 2,015,667 4,036,909 4,040,961 1,947,869 2,437,721 1,612,807 1,617,384 261,990 274,649 179,591 161,119 1,015,075 563,931 805,632 9,029,091 31,108 1,714,445 1,247,637 2,753,617 2,740,621 2,740,621 4,095,148 1,362,448 1,362,448 Type of amortization At expiration At expiration At expiration At expiration At expiration At expiration At expiration At expiration Monthly Monthly Monthly Quarterly Quarterly Quarterly Quarterly Monthly Monthly Monthly At expiration At expiration At expiration At expiration At expiration At expiration At expiration Amount of the nominal value of the obligation payable according to contract conditions 1,932,700 1,932,700 3,865,400 3,865,400 1,932,700 2,319,240 1,546,160 1,546,160 521,056 521,056 260,528 966,350 1,739,430 966,350 966,350 11,596,201 61,905 3,611,527 1,220,065 2,700,000 2,700,000 2,700,000 4,050,000 1,350,000 1,350,000 126 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Creditor name BANCO DAVIVIENDA (COLOMBIA) BANCO AV VILLAS (COLOMBIA) BANCO BOGOTÁ (COLOMBIA) BANCO BOGOTÁ (COLOMBIA) BANCO OCCIDENTE S,A, (COLOMBIA) BANCO GNB SUDAMERIS (COLOMBIA) BANCO AV VILLAS (COLOMBIA) BANCO BOGOTÁ (COLOMBIA) BANCO AV VILLAS (COLOMBIA) BANCO BOGOTÁ (COLOMBIA) BANCO BOGOTÁ (COLOMBIA) Total bank loans Description of the currency or indexation according to contract conditions (ISO 4217) COL COL COL COL COL COL COL COL COL COL COL Amount of class of liabilities exposed to liquidity risk with expiration Up to 1 month 337,156 1 to 3 months 10,861,494 3 to 12 months 8,175,172 1,362,484 2,725,729 2,449,189 5,418,240 1,352,341 2,704,465 2,702,201 2,701,984 1,350,826 270,216 61,432,571 1 to 5 years 6,799,189 5 or more years 1,859,895 Total 8,175,172 1,362,484 2,725,729 2,449,189 5,418,240 1,352,341 2,704,465 2,702,201 2,701,984 1,350,826 270,216 81,290,305 Type of amortization At expiration At expiration At expiration At expiration At expiration At expiration At expiration At expiration At expiration At expiration At expiration Amount of the nominal value of the obligation payable according to contract conditions 8,100,000 1,350,000 2,700,000 2,430,000 5,400,000 1,350,000 2,700,000 2,700,000 2,700,000 1,350,000 270,000 127 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 25 – Debt Instruments Issued - Banking Services a) As of December 31, 2012 debt instruments issued – Banking Services are detailed as follows: Debt instruments issued Dec-12 Type of instruments Series B36 Series B60 Series G60 Series J24 Series G60 Series F24 Description of the currency or indexation according to contract conditions (ISO 4217) COP COP COP COP COP COP Amount of class of liabilities exposed to liquidity risk with expiration Up to 1 month 1 to 3 months 3 to 12 months 1 to 5 years 5 or more years Total - - 18,868,165 18,980,494 - 6,336,021 21,696,604 8,410,650 32,359,827 - 18,868,165 6,336,021 21,696,604 18,980,494 8,410,650 32,359,827 Deposit Certificates First issuance bonds Series A Second issuance bonds Series A First issuance bonds Series B Second issuance bonds Series B Subordinated bonds PEN PEN PEN PEN PEN UF - 608,768 568,164 290,892 476,907 - 18,254,152 1,693,350 1,645,654 846,675 1,410,561 - 6,208,950 1,648,288 3,386,700 1,883,005 - 39,763,277 18,254,152 8,511,068 3,862,106 4,524,267 3,770,473 39,763,277 Regular bonds Regular bonds Regular bonds Regular bonds UF UF UF UF - 1,944,731 61,699,051 81,930,045 22,372,428 44,758,304 34,588,190 23,114,065 164,596,264 22,372,428 44,758,304 34,588,190 23,114,065 310,170,091 Total debt instruments issued Type of amortization Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly At expiration Quarterly Quarterly Quarterly Quarterly Biannual At expiration Quarterly Quarterly Quarterly Amount of the nominal value of the obligation payable according to contract conditions 18,789,300 6,307,200 21,600,000 18,900,000 8,294,400 32,205,600 13,315,344 11,293,800 6,588,050 5,798,100 5,798,100 33,818,134 21,126,000 42,252,000 33,030,030 22,020,020 128 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) b) As of December 31, 2011 the detail is as follows: Debt instruments issued Dec-11 Type of Instruments Description of the currency or indexation according to contract conditions (ISO 4217) SeriesA36 SeriesB36 SeriesB60 SeriesG60 SeriesJ24 First Issuance Series A Bonds Second Issuance Series A Bonds First Issuance Series B Bonds Second Issuance Series B Bonds Deposit certificate Subordinate bonds Current bonds Current bonds Current bonds Current bonds Amount of class of liabilities exposed to liquidity risk with expiration Up to 1 month COP COP COP COP COP PEN PEN PEN PEN PEN UF UF UF UF UF Total debt instruments issued c) 1 to 3 months 3 to 12 months 1 to 5 years 5 or more years Total - 636,840 594,782 300,911 493,221 - 7,148,329 1,739,430 1,690,436 869,715 1,448,945 5,858,130 - 18,701,810 6,321,427 21,647,338 18,927,888 8,697,150 3,947,057 4,348,577 3,866,173 - 289,903 38,887,564 21,769,762 43,633,204 33,750,090 22,551,759 7,148,329 18,701,810 6,321,427 21,647,338 18,927,888 11,073,420 6,232,275 5,809,106 5,808,339 5,858,130 38,887,564 21,769,762 43,633,204 33,750,090 22,551,759 - 2,025,754 18,754,985 86,457,420 160,882,282 268,120,441 Type of amortization Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly Quarterly At expiration Biannual At expiration Biannual Biannual Biannual Amount of the nominal value of the obligation payable according to contract conditions 7,082,111 18,609,086 6,287,959 21,534,109 18,842,387 11,596,201 6,764,451 5,798,101 5,798,101 5,798,101 33,818,134 21,126,000 42,252,000 33,256,221 22,153,380 As of December 31, 2011 the detail is as follows: Mortgage letters Liabilities with te public sector Total 31-Dec-12 Th $ 142,435,456 64,605,074 207,040,530 31-Dec-11 Th$ 149,519,982 69,454,400 218,974,382 129 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 26 - Other Bank Liabilities Other liabilities – Banking Services are detailed as follows: Other Liabilities Suppliers and accounts payable Dec-31-12 ThCh$ Dec-31-11 ThCh$ 19,142,380 11,864,867 Deferred income from client fidelity 2,423,403 2,158,983 Associated commerce 6,533,124 6,806,437 302,946 108,901 Vacation accrual and employee benefits 3,032,358 2,582,523 Withholdings and other to employees 2,840,965 2,949,493 Income sharing (bonuses) 2,041,113 2,094,898 596,599 36,912,888 367,649 28,933,751 Prepaid interest Other 130 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 27 - Revenue from Continuing Operations 27.1 Revenue from Continuing Operations – Non-banking a) The Company‘s revenues are detailed as follows: Description Income from sales of goods As of Dec-31-2012 As of Dec-31-2011 ThCh$ ThCh$ 5,005,494,167 4,371,869,928 Income from rental of investment properties 141,848,103 126,881,586 Interest income 299,725,670 275,859,058 44,371,810 36,078,648 5,491,439,750 4,810,689,220 Fees income Total Income b) Income from interest and fees related to the Company‘s Financial Retail business is detailed as follows: Concept As of Dec-31-2012 As of Dec-31-2011 ThCh$ ThCh$ Interest from loans 299,725,670 275,859,058 Subtotal financial income 299,725,670 275,859,058 Fee income 13,426,370 10,806,137 Payment services fees 30,945,440 25,272,511 Subtotal fee income 44,371,810 36,078,648 344,097,480 311,937,706 Total income from interest and fees 131 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 27.2 Income from Ordinary Bank Activities a) The Company‘s income is detailed as follows: Concept As of Dec-31-2012 As of Dec-31-2011 ThCh$ ThCh$ Interest income Fee income Total Income 334,894,575 262,922,114 70,107,380 60,967,545 405,001,955 323,889,659 b) Income from interest and fees related to the Company‘s banking business is detailed as follows: Description As of Dec-31-2012 As of Dec-31-2011 ThCh$ ThCh$ Interest income 331,863,162 260,575,484 3,031,413 2,346,630 334,894,575 262,922,114 Fee income (1) 57,297,885 49,000,707 Payment services 12,809,495 11,966,838 Subtotal fee income 70,107,380 60,967,545 405,001,955 323,889,659 Other interest income Subtotal interest income Total income from interest and fees (1) Income from PAC, financial brokerage, accounts maintenance. 132 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 28 – Cost of Continuing Operations 28.1 Cost of continuing operations – Non-banking Business a) The Company‘s costs are detailed as follows: Description Cost of sales of goods and services (1) Cost of sales financial entities Cost of depreciation of investment properties and maintenance Total cost of continuing operations – non-banking As of Dec-31-2012 ThCh$ 3,531,034,100 110,847,284 49,434,977 3,691,316,361 As of Dec-31-2011 ThCh$ 3,077,085,319 62,203,365 41,435,810 3,180,724,494 Cost of sales of goods and services includes the cost of inventories, net realizable value provisions (both disclosed in Note 8 Inventory). The remaining balance corresponds to the cost of sales of services. (1) b) Cost of sales non-banking financial entities of the Company‘s Financial Retail business is composed detailed as follows: Description Interest cost Other Costs of sales Allowance for doubtful accounts and write-offs Total cost of sales non-banking Financial Entities As of Dec-31-2012 ThCh$ 21,068,019 5,091,454 84,687,811 110,847,284 As of Dec-31-2011 ThCh$ 10,969,875 5,262,763 45,970,727 62,203,365 c) Investment property costs are detailed as follows As of Dec31--12 Th$ 15,088,379 As of Dec-31-11 Th$ 13,645,646 Maintenance and others 34,346,598 27,790,164 Total 49,434,977 41,435,810 Description Depreciation 133 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) 28.2 Continuing operations cost – Banking Services Description Interest and indexation expenses Fees expenses Credit risk provision Total cost of continuing banking operations As of Dec-31-2012 ThCh$ 107,448,450 16,332,823 101,120,929 224,902,202 As of Dec-31-201 ThCh$ 84,365,326 12,209,606 58,889,701 155,464,633 134 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 29 – Administrative Expenses Administrative expenses Non-banking Business a) Administrative expenses of the Non-banking Business are detailed as follows: As of Dec-31-2012 ThCh$ As of Dec-31-201 ThCh$ 620,100,227 80,301,907 117,995,518 37,893,068 7,201,844 23,663,436 524,526,088 60,419,773 108,086,299 35,802,685 7,381,698 21,094,295 11,459,707 10,070,690 29,245,625 70,624,044 23,361,460 2,374,735 20,748,539 17,012,959 24,165,509 54,993,196 18,770,419 2,071,564 22,714,038 1,061,983,069 890,096,254 Payroll Rent and common expenses Depreciation and amortization Energy and water basic services Computer services Materials and supplies Travel, accommodations and transportation Taxes, property taxes, patents, others Fees, third party services Maintenance and repairs Communication Uncollectibles Punto Com S,A, account(1) Other Total (1) See Note 4 Administrative expenses Banking Services b) Administrative expenses of Banking Services are detailed as follows: As of Dec-31-2012 As of Dec-31-201 ThCh$ Employee remunerations and expenses Administrative expenses Depreciation and amortization Other operating expenses Total ThCh$ 60,502,307 65,632,477 10,546,391 6,706,473 50,095,372 61,060,470 8,049,068 4,445,928 143,387,648 123,650,838 135 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 30 – Finance Costs and Indexation Units a) Financing costs incurred by the Group as of December 31, 2012 and December 31 2011 are detailed as follows: As of As of Dec-31-12 Dec-31-11 ThCh$ ThCh$ Financial expenses, bank loans 22,529,028 22,466,433 Financial expenses, obligations and other loans Description 35,947,760 32,424,193 Financial expenses, Financial leases 7,128,785 6,304,799 Financial expenses, swap and forward 4,772,765 317,562 Other financial costs 8,449,008 7,246,590 78,827,346 68,759,577 Subtotal interest costs Expense from indexation units Total finance expenses 23,374,981 32,358,245 102,202,327 101,117,822 136 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 31 – Other Profits (Losses) Other Non-banking Business profits (losses) are detailed as follows: Description Real estate leases (other than investment properties) Reversal of provisions Insurance claims Profit on sales of property, plant & equipment Sinisters Complaints and litigation Donations Loss from decrease in property, plant & equipment accounts Other expenses – income Other Profits (Losses) As of Dec-31-12 ThCh$ As of Dec-31-11 ThCh$ 3,561,282 3,031,491 4,599,252 2,587,923 348,019 (601,724) (4,605,374) (596,046) 3,049,574 12,180,858 1,242,818 (1,113,951) (2,480,110) (825,015) (775,064) (222,261) 396,425 1,811,039 4,914,693 16,674,443 Effects of the earthquake During 2011 all insurance corresponding to the effects of the earthquake of February 27, 2010 was recovered, there were no significant differences in their recovery, 137 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 32 – Earnings per Share Basic earnings per share are calculated dividing net income attributable to the Company‘s shareholders by the weighted average of common shares outstanding in the year, Diluted earnings per share include incremental shares of share-based compensation plans assumed to have been exercised as of the date of the statement of financial position, Dec-31-12 Dec-31-11 371,060,080 423,046,166 Basic earnings (losses) per share 0.1536 0.1759 Diluted earnings (losses) per share 0.1521 0.1732 Weighted average number of shares, basic Incremental shares of share-based compensation plans 2,416,232,420 2,405,115,758 23,965,342 37,941,344 Weighted average of number shares, diluted 2,440,197,762 2,443,057,102 Profit (loss) attributable to holders of equity instruments net of the controller 138 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 33 – Financial Instruments and Financial Risk Management The Group‘s main financial instruments which arise whether directly from its operations or from its financing activities, comprise, among other things: bank loans and overdrafts, debt instruments with the public such as bonds and commercial paper, derivatives, sales debts, lease agreements, short-term loans, loans granted and others, The different categories of financial assets and liabilities held by the Company are detailed as follows: a) Non-banking Business: Financial instruments by category Financial assets Financial assets held for trading Total loans and accounts receivable Hedging assets Total financial assets Financial liabilities Financial liabilities at fair value by income Financial liabilities measured at amortized cost Hedging Liabilities Total Financial Liabilities Dec-31-12 Th$ Dec-31-11 Th$ 20,707,358 1,386,128,350 7,671,081 1,414,506,789 32,225,233 1,385,699,759 7,356,702 1,425,281,694 Th$ Th$ 2,126,381 2,768,682,004 2,770,808,385 145,162 2,470,002,535 2,470,147,697 Dec-31-12 Dec-31-11 Th$ Th$ b) Banking Services: Financial instruments by category Financial assets Financial assets held for trading Total loans and accounts receivable Financial assets held for sale Total financial assets Financial liabilities Financial liabilities at fair value by income 277,278,831 163,871,354 1,712,831,227 1,483,333,682 1,993,650 17,022,941 1,992,103,708 1,664,227,977 Th$ Th$ 2,801,133 14,218,180 Financial liabilities measured at amortized cost 1,854,318,848 1,505,453,139 Total Financial Liabilities 1,857,119,981 1,519,671,319 139 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) c) Total assets and financial liabilities: Financial instruments by category Dec-31-12 Dec-31-11 Th$ Th$ Financial assets Financial assets held for trading 297,986,189 196,096,587 3,098,959,577 2,869,033,441 Financial assets held for sale 1,993,650 17,022,941 Hedge assets 7,671,081 7,356,702 3,406,610,497 3,089,509,671 Total loans and accounts receivable Total Financial Assets Financial liabilities Th$ Financial liabilities at fair value by income Th$ 4,927,514 14,363,342 Financial liabilities measured at amortized cost 4,623,000,852 3,975,455,674 Total Financial Liabilities 4,627,928,366 3,989,819,016 The book value of fnancial assets and liabilities is close to their fair value, except for certain long-term financial obligations. The market value of the instruments is determined using future cash flows discounted at current market rates as of financial statement closing. The fair value and book value of long-term financial obligations are detailed as follows: Dec-31-12 Loans that accrue interest Obligations with the public Dec-31-11 Carrying amount Market value Carrying amount Market value Th$ Th$ Th$ Th$ 1,125,270,393 1,135,789,442 996,564,031 992,161,652 1,203,670,180 1,222,872,781 1,132,986,112 1,165,536,908 Derivatives: The Company uses derivative financial instruments such as forward contracts and swaps for the exclusive purpose of hedging risks associated with fluctuations in interest rates and exchange rates. A part of those instruments qualifies for hedge accounting. The rest of the derivatives, although they fulfill a hedge role are accounted for as for investment. For hedge accounting purposes, hedges are classified as: Fair value hedges when covering exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment; or Cash flow hedges when covering exposure to the variability of cash flows which are attributable to a particular risk associated to a recognized asset or liability or a highly probable future transaction which can affect income for the year; or 140 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Hedges of a net investment in a foreign operation, Hedges that comply with the strict hedge accounting criteria are accounted for as stated in IAS 39 ―Financial Instruments: Recognition and Valuation‖. Current derivative instruments as of December 31, 2012 were 22 currency swaps in the amount of ThCh$ 310,969,557 and 217 currency forwards in the amount of ThCh$75,290,333. All these derivative instruments add up to a contracted notional value of ThCh$386,259,890. As of December 31, 2012 there were 21 currency swaps amounting to ThCh$297,628,672 and 200 currency forwards amounting to ThCh$110,854,886 which in total add up to a contracted notional value of ThCh$408,483,558. Financial Risks The main risks to which the Company is exposed and which arise from financial instruments are: market risk, liquidity risk and credit risk. These risks are mainly generated by the uncertainty of financial markets. Market Risks The main market risks are those to which the Falabella Group is exposed to are exchange rate, interest rate and inflation. Exchange rate risk The Company is exposed to three strong foreign currency sources, the first arising from commercial accounts payable in foreign currency, the second from financial debt in currencies other than the functional currency of each business and the third from investments abroad. A portion of the products acquired for sale are imported and therefore denominated in foreign currency, which generates exposure to the variation between the different local currencies in the countries where the group operates, and the foreign currency, mainly the US dollar. As a product of the above, as of December 31, 2012 at a consolidated level the Company had accounts payable in US dollars amounting to MCh$76,789. To cover this liability and future obligations in foreign currency, the Company had, as of December 31, 2012, a hedge amounting to MCh$75,290, which generates a net book asset in US dollars of MCh$1,498. Taking into account this exposure, a simultaneous appreciation of 8.5% in the Chilean peso, Peruvian sol, Colombian peso and Argentine peso with respect to the US dollar keeping all the rest of the variables constant, would result in a loss of MCh$127 for the Company. The percentage of devaluation of the currencies was determined averaging the maximum theoretical devaluation that could be produced in a year in each of the currencies with a 10% level of significance, which at a combined level represents a very improbable scenario, taking into account a 3-year history. In order to minimize the exposure to the fluctuations in the exchange rate, most of the debt is obtained in the currency of the countries where the Company operates. As of December 31, 2012, 76.1% of the consolidated financial debt was expressed in Chilean pesos (including that in UF), 10.2% in Peruvian soles, 7.5% in Colombian pesos and 3.3% in Argentine pesos, all the above percentages net of hedges. As of that date there was also a debt of MCh$ 37,565 of financial debt expressed in US dollars net of hedges (excluding letters of credit whose effect is mentioned in the previous paragraph), which corresponds to 3.0% of the group‘s consolidated financial debt. The existence of this debt in US dollars is due to favorable market conditions at the time when it was entered into and is partially hedged with derivatives. Therefore our net risk to the exchange rate of the financial debt expressed in US dollars as of December 31, 2012, was MCh$37,565. Considering this risk, a devaluation of 14.6% in the Chilean peso as of December 2012 year end with respect to the US dollar would result in a loss of MCh$5,666 for the Group. The percentage of 141 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) devaluation of the Chilean peso against the US dollar was determined averaging the maximum theoretical devaluation that could be produced in a year with a level of significance of 10%, which represents a very improbable scenario, taking a 3-year history. The Company has investments in businesses in Peru, Argentina and Colombia. These investments abroad are handled in the functional currency of each country. As a result of the above Falabella has, as of December 30, 2012, an exposure in its balance sheet equivalent to $441,382 million in Peruvian soles, $87,743 million in Argentine pesos and $173,498 million in Colombian pesos. Fluctuations in the exchange rates of the different currencies in respect to the Chilean peso can affect the value of the net investment abroad. Taking into account this risk existing as of December 31, 2012, a simultaneous devaluation of 14.4% in the three foreign currencies mentioned above in respect to the Chilean peso, maintaining the rest of the variables constant, would result in a loss of MCh$101,830 for the Company. The percentage of currency devaluation was determined averaging the maximum theoretical devaluation that could be produced in a year in each of the currencies in respect to the peso with a level of significance of 10%, which at a combined level represents a very improbable scenario, taking a 3-year history, Inflation risk Due to the strong indexation of the Chilean capital market to inflation, a large part of the group‘s debt is denominated in UF (monetary unit indexed to Chilean inflation). As of December 31, 2012, 44.1% of the consolidated financial debt after derivatives was expressed in UF. The Company uses UF swaps to cover the exposure, which as of December 30, 2012 amounted to MCh$266,987. When applying inflation of 3% a year in Chile and maintaining all the rest of the variables constant, the effect on income from exposure of the financial debt in UF, net of derivatives, to inflation would be a loss of approximately MCh$30,666. Interest rate risk Most of the debt is at a fixed interest rate in order to avoid exposure to fluctuations that might occur in variable interest rates and which can increase financial expenses. As of December 31, 2012 at a consolidated level and after derivatives, 95% of the Company‘s financial debt was at a fixed interest rate, 0.9% at a variable interest rate and 4.1% corresponded to overdrafts and letters of credit which due to their term can be considered to be at a variable interest rate. In summary, as of December 31, 2012, after derivatives, $116,060 million or 5% of the principal of our financial debt was subject to short-term fluctuations in the interest rates. A hypothetical increase of 100 base points during an entire year in all variable interest rates, would generate a loss before taxes of $1,161 million. Credit Risk Credit risk is the risk of loss for the Group in case a client or other counterpart does not comply with their contractual obligations. The main credit risk to which the Group is exposed concentrates on its operations with credit cards and consumer loans. As of December 31, 2012 the total amount of gross credit card loans in Chile and abroad, excluding Banco Falabella in Chile, Banco Falabella in Peru and Banco Falabella in Colombia which are dealt with independently below, was MCh$1,132,106. The group‘s credit portfolio is quite atomized without individual debtors with large amounts, which substantially mitigates credit risk. The group‘s financial retail segment uses risk rating processes for acceptance of clients and determining credit limits, as we as credit quality review processes of its clients for the early identification of potential 142 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) changes in payment capacity, taking of timely corrective actions and determination of real and potential losses. In addition, Banco Falabella Chile, Banco Falabella Peru and Banco Falabella Colombia are regulated by the Superintendency of Banks and Financial Institutions of each country, which regulate and require the implementation of worldwide standards of credit review systems and processes. The retail and real estate segments do not have significant concentrations of credit risk since collection is made fundamentally in cash or through credit cards. Likewise, the Group limits its exposure to credit risk exclusively investing in highly liquid products and credit rating. Finally, all derivative operations performed by the group are with counterparts that have a certain minimum level of risk rating, which in addition are subjected to a credit analysis by the Company before entering into any operation. 143 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Maximum Exposure to Credit Risk The Company‘s maximum exposure to credit risk, without considering guarantees, as of December 31, 2012 and December 31, 2011, is detailed below: Maximum exposure Dec-31-12 ThCh$ Dec-31-11 ThCh$ Cash equivalents 569,589,518 409,567,898 Time deposits Money market securities Operations on net liquidation process (bank subsidiaries) Other cash and cash equivalents 81,188,088 164,174,720 3,142,179 321,084,531 25,970,220 114,589,452 1,559,974 267,448,252 Financial assets at fair value with changes in income 169,709,210 113,051,951 Shares Derivative instruments Other 346 130,009,743 39,699,121 346 82,940,034 30,111,571 1,206,369,024 1,162,050,456 175,084,350 56,518,760 53,834,425 920,931,489 152,694,427 48,093,356 42,803,568 918,459,105 Current trade and other accounts receivable Trade accounts receivable, net Notes receivable, net Miscellaneous receivables, net Financial accounts receivable, net Current accounts receivable from related companies 1,731,157 906,386 Loans and accounts receivable from clients, Banking Services 1,712,831,227 1,483,333,682 Loans and accounts receivable from clients, net Owed from banks 1,712,831,227 - 1,467,337,177 15,996,505 Non-current trade and other accounts receivable 177,875,284 222,367,279 Trade accounts receivable, net Notes receivable, net Miscellaneous receivables, net Financial accounts receivable, net 8,490,909 1,177,457 3,377,563 164,829,355 5,232,802 3,866,763 1,910,005 211,357,709 152,885 375,638 3,838,258,305 3,391,653,290 Non-current accounts receivable from related companies Total 144 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Liquidity Risk The Company has a series of tools to limit liquidity risk. These include maintaining enough cash and cash equivalents to cover obligations in their normal operations. Additionally Falabella and its main subsidiaries have bank financing alternatives available such as overdrafts and loans, as well as the possibility of quickly accessing short-term debt instruments in the capitals market through registered lines of bonds and commercial paper. The atomization and diversification of the loan portfolio and its control mechanisms contribute to maintaining expected cash flows receivables within adequate ranges. All the above provides the company with sufficient alternatives and sources of financing to face its operating and financial obligations. The detail of contractual expiries of loans that accrue interest, separated into principal and interest payable is detailed as follows: ThCh$ 1 year 2 years 3 years 4 years 5 years More than 5 years Principal 555,566,910 384,060,854 225,131,192 150,843,403 140,685,547 818,712,501 Interest 103,872,784 80,405,516 54,711,525 56,530,716 39,287,358 308,616,285 Expiration of other financial liabilities is detailed in Note 20 other current and non-current financial liabilities, Minimum Capital Requirements banking subsidiaries Banco Falabella Chile According to the General Banking Law, the Bank must maintain a minimum ratio of Consolidated Assets Cash to Equity Risk Weighted 8%, net of provisions required, and a minimum ratio of Basic Capital to Total Consolidated Assets of 3%, net of provisions required. To this end, the regulatory capital is determined from Capital and Capital Reserves or Basic with the following settings: a. Subordinated bonds are added a cap of 50% of core capital and b. Deducted, the balance of the assets relating to goodwill or premiums paid, and investments in companies that do not participate in the consolidation. Total Consolidated assets Basic Capital % Basic Capital/total assets consolidated Total Risk-Weighted Consolidated Assets Effective equity consolidated % Effective equity consolidated./Wigthed consolidated Assets Dec-31-12 Dec-31-11 $ $ 1,541,912,339,585 1,301,608,143,431 125,545,067,603 118,613,227,337 8.14% 9.11% 1,075,474,114,640 936,711,957,448 161,661,248,439 155,497,396,135 15.03% 16.60% 145 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Banco Colombia According to the legislation in Colombia, the minimum amount of capital that should be credited to request the establishment of entities under the control and supervision of the Banking Superintendency, with the exception of insurance intermediaries, is forty-five thousand and eighty-five million dollars ($ 45,085,000,999) for banking institutions. The amounts to be automatically annually adjusted in the same direction and vary the percentage by which the consumer price index to provide the DANE. As of December 31, 2012 the minimum amount of capital (including reserves and retained earnings) which must establish the Banco Falabella Colombia is Col $ 75,549500000. Colombia Bank's equity at December 31, 2012 totaled $ 223,355,998,769.79 Col (Th$ 60,626,697 in Chilean pesos at December 31, 2012). Total Consolidated assets Basic Capital Dec-31-12 Dec-31-11 COP$ COP$ $ 3,465,709,961,248 $ 3,042,660,234,009 $ 218,122,357,278 $ 164,166,698,759 6.29% 5.40% $ 1,507,535,279,207 $ 1,336,976,478,954 $ 218,122,357,278 $ 164,166,698,759 14.47% 12.28% % Basic Capital/total assets consolidated Total Risk-Weighted Consolidated Assets Effective equity consolidated % Effective equity consolidated./Wigthed consolidated Assets Banco Falabella Peru Legislation in Peru requires effective equity must be equal or greater than 10% of contingent assets and total risk-weighted corresponding to the sum of: (i) the capital requirement for market risk multiplied by 10, (ii) the capital requirement for operational risk multiplied by 10, and (iii) contingent assets weighted for credit risk. This calculation must include any exposure or active in local or foreign currency. As of December 31, 2012 and 2011, pursuant to Legislative Decree No. 1028, the Bank had the following amounts relating to assets and risk weighted contingent loans and cash assets (basic and supplemental), detailed as follows: Assets and Total Risk-Weighted credit Effective equity Effective Basic equity (Level 1) Effective supplementary equity (Level 2) Ratio of total capital on effective equity 2012 S/.(000) 2,879,711 417,655 386,609 31,045 14.50% 2011 S/.(000) 2,242,449 343,163 319,659 23,505 15.30% Banco Falabella Chile The risk management of Banco Falabella Chile has allowed the organization to determine what level of risk it can and is willing to accept, aiming to increase the value of the institution for the shareholders and fulfill its objectives. The risk according to its analysis is divided into four categories; Credit Risk, Liquidity Risk, Market Risk and Operating Risk. 146 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Credit Risk: The values of the credit risk exposure faced by the bank as of December 31, 2012 are detailed as follows: Assets Weighted by Credit Risk (APRC) MCh$ 1,075,474.- Credit Risk Exposure (Basil Limit 8%) (ERC) MCh$ 86,038.- Effective Shareholders‘ Equity (PE) MCh$ 161,661.- Leeway MCh$ 74,732.- Liquidity risk: Liquidity risk is understood to be the temporary breach existing between cash flows payable and receivable, both in local currency, indexed currency and foreign currency. Liquidity risk bank book according to mismatch subject to limit: Mismatch of 1 to 30 days (Liabilities – Assets) MCh$ -25,293.- Maximum limit (1 time Basic Capital) MCh$ 125,250.- Leeway (1 to 30 days) MCh$ 150,543.- Mismatch of 1 to 90 days (Liabilities - Assets) MCh$ 156,995.- Maximum limit (2 times the Basic Capital) MCh$ 250,499.- Leeway (1 to 90 days) MThCh$ 93,504 The Company has several alternatives for obtaining short-term resources, such as interbank lines, direct financing with individuals and financing through institutional investors and companies. Market risk: Market risk considers interest rate risk, indexation risk and currency risk. a) Indexation and interest rate risk Interest rate risk corresponds to exposure to losses caused by adverse changes in market interest rates which affect the value of instruments, contracts and other operations recorded in the balance sheet. Indexation risk is the exposure to losses caused by adverse changes in the units or indexation indexes defined in local currency in which the instruments, contracts and other operations recorded in the balance sheet are expressed,. The values of those risks as of December 31, 2012, both for the negotiation book and the bank book are detailed as follows: 147 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Negotiation book Exposure to interest rate risk MCh$ 952 Bank Book Short-term: Exposure to Indexation Risk (asset) MCh$ 2,174 Exposure to Interest Rate Risk (asset) MCh$ 8,929 Maximum limit (20% of margin) MCh$ 21,842 Available margin MCh$ 10,740 Long-term: Exposure to Interest Rate Risk (asset) MCh$ 21,255 Maximum limit (30% of effective equity) MCh$ 48,410 Available margin MThCh$ 27,155 b) Currency Risky Currency risk corresponds to the exposure to losses caused by adverse changes in the value of foreign currencies, in which instruments, contracts and other operations recorded in the balance sheet are expressed, Exposure as of December 31, 2012 is as follows: Exposure to Currency Risk MCh$ 3 Operating risk (ERO) The Bank has adequate tools to mitigate Operating Risk through identification and monitoring of critical processes, establishing control mechanisms that allow the Company to detect and act on risks affecting results. Risk Exposure Limit Summary In no case can the sum of exposures to credit risk, interest rate risk of the negotiation book and currency risk exceed the Bank‘s effective equity. As stated in the previous paragraph, the bank has the following ratios: Effective equity (PE) MCh$ 161,661 Exposure to credit risk (ERC) MCh$ 86,038 Exposure to interest rate risk of the negotiation book MCh$ 952 Exposure to currency risk MCh$ 3 % of effective equity (PE) 53.81 % Available margin MCh$ 74,668 148 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Banco Falabella Peru Risk management of Banco Falabella Peru has allowed the organization to determine what level of risk it can and is willing to accept, trying to increase the value of the institution for the shareholders and fulfill their objectives. The risk according to its analysis matter is divided into four categories: credit risk, liquidity risk, market risk and operating risk. Credit Risk: The following shows the values of the exposure to credit risk faced by the bank as of December 31, 2012: Credit risk weighted assets (APRC) MCh$ 452,167 Exposure to credit risk (limit 10% effective equity)* MCh$ 45,217 Effective equity (PE) MCh$ 78,611 Leeway MCh$ 33,394 Liquidity risk: Liquidity risk is understood to be the temporary breach existing between cash flows payable and receivable, both in indexed domestic currency and foreign currency. Liquidity risk Bank Book by mismatch subject to a limit: Mismatch of 1 to 30 days (liabilities – assets) MCh$ -68,774 Maximum limit (1 times effective equity) MCh$ 78,611 Leeway (1 to 30 days) MCh$ 147,385 Mismatch of 1 to 90 days (liabilities - assets) MCh$ -121,103 Maximum limit (2 times effective equity) MCh$ 157,222 Leeway (1 to 90 days) MCh$ 278,324 The Company has different alternatives for obtaining short-term resources, such as interbank lines, direct financing with individuals and financing through institutional investors and companies. 149 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Market risk: Market risk considers interest rate risk, indexation risk and currency risk. a) Interest rate and indexation risk Interest rate risk corresponds to the exposure to losses caused by adverse changes in market interest rates which affect the value of instruments, contracts and other operations recorded in the balance sheet. Indexation risk corresponds to the exposure to losses caused by adverse changes in the indexation units or indexes defined in the local currency in which the instruments, contracts and other operations recorded in the balance sheet are expressed, The following shows the values of those risks as of December 31, 2012, both for the negotiation book and the bank book: Negotiation book Exposure to interest rate risk MCh$ 0,- Exposure to Indexation risk (asset) MCh$ 0 Exposure to interest rate risks (asset) MCh$ 1,025 Maximum limit (5% of effective equity) MCh$ 3,931 Available market MCh$ 2,906 Bank Book Short-term: b) Currency risk Currency risks correspond to exposure to losses caused by adverse changes in the value of foreign currencies, in which the instruments, contracts and other operations recorded in the balance sheet are expressed. Exposure as of December 31, 2012, is as follows: Exposure to currency risks MCh$ 163 150 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Operating risk (ERO) The Bank has adequate tools to mitigate operating risk through identifying and monitoring critical processes, establishing control mechanisms to allow detection and acting on risks that affect income. Exposure as of December 31, 2012, is detailed as follows: Exposure to operating risk MCh$ 8,822 Risk Exposure Limit Summary In no case can the sum of exposures to credit risk, interest rate risk of the negotiation book and to currency risk, can exceed the Bank‘s effective equity. As stated in the previous paragraph, the bank has the following ratios: Effective equity (PE) MCh$ 78,611 Basic effective equity (Level 1) MCh$ 72,767 Basic effective equity (Level 2) MCh$ Exposure to credit risk (ERC) MCh$ 45,217 Exposure to interest rate risk of the negotiation book MCh$ 0 Exposure to currency risks MCh$ 163 Exposure to operating risk MCh$ 8,822 % of effective equity (PE) 68.95%% Available margin MCh$ 24,409 Total risk weighted assets and loans MCh$ 542,018 Ratio of global capital over effective equity (PE) 14.50% 5,843 151 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Banco Falabella Colombia Risk management at Banco Falabella Colombia is framed on an integral risk management system that is articulated with the goals of the business, seeking achievement of objectives outlined in matters of profitability under a tolerable risks scenario. The risk according to its matter of analysis is divided into four categories: credit risk, liquidity risk, market risk and operating risk. The figures that are presented below are in millions of Colombian pesos. Credit Risk: Exposure to credit risk values faced by the Bank as of December 31, 2012 is detailed as follows: Credit risk weighted assets (APRC) MCh$ 409,198 Exposure to credit risk (legal limit Colombia 9%) (ERC) MCh$ 36,828 Effective equity (PE) MCh$ 59,206 Leeway MCh$ 22,378 Liquidity risk: Liquidity risk is the breach existing between cash flows payable and receivable in legal Colombian currency, and where these flows are considered keeping in mind that they are contractual and adjusted to the conditions of Banco Falabella in Colombia. Currently this risk at Banco Falabella Colombia was measured using the Standard Model of the Financial Superintendency of Colombia. This model contemplates contractual income and expense flows as well as the Bank‘s liquid assets for horizons of 7 and 30 days. Liquidity risk indicator at 7 days (IRL) MCh$ 25,882 Liquidity risk indicator at 30 days (IRL) MCh$ 20,461 Minimum limit (both bands) MCh$ 0 Both at 7 and at 30 days Banco Falabella has sufficient resources for the normal performance of the entity and for its growth. In addition, the entity has various sources of funding both massive (deposits from the public) and at a sector level (bonds, lines of credit with banks) that allow it to leverage in case it requires liquidity. Market risk: Colombian regulations contemplate market risk as the possibility of incurring losses associated to a potential decrease in the value of the portfolios of the entities, and drops in the value of administrated collective portfolios or funds, due to the effect of changes in the price of the financial instruments in which positions within or outside the balance sheet are held,. In the case of Banco Falabella Colombia the risk of decreased value of collective portfolios is considered, as is the interest rate risk associated to short-term public debt investments and the exchange rate risk which are 152 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) attached the foreign currency positions. Collective portfolios in which the Bank maintains investments, are of low market risk and in addition allow immediate availability of the resources invested. On the other hand, the investments that compose the public debt portfolio represent a moderate level of interest rate risk, since their term is less than two years and they are highly liquid in the Colombian market, while foreign exchange resources are considered as a provision for the payment of foreign currency obligations with suppliers. Exposure to interest rate market risk MCh$ 308 Exposure collective portfolios market risk MCh$ Exposure exchange rate risk MCh$ 22 Exposure to market risk MCh$ 352 23 Operating risk The Bank has an Operating Risk Management System (SARO) in the framework of current standards, which is supported by a clear risk management methodology. Stages have been defined which have an adequate logic and whose main support is the constant interaction with all executives, managing to direct management toward key areas in accordance with the processes and characteristics of the business. The operating risk management methodology is based on a systematic focus (by stages) that involves from identification of risks to analysis and measurement to monitoring and effective control which allows the performance of mitigation work on the risks affecting the Bank‘s income. Risk Exposure Limit Summary In no case can the sum of exposures to credit risk and market risk be higher than the Bank‘s effective equity. As stated in the previous paragraph, the Bank has the following ratios: Effective equity (PE) MCh$ 59,206 Exposure to credit risk (ERC) MCh$ 36,828 Exposure to market risk MCh$ % of effective equity (PE) 62.80% Available margin MCh$ 22,206 352 153 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Undiscounted assets Description Currency CURRENT ASSETS Cash and cash equivalents Indexed Ch$ Non-indexed Ch$ US dollars Other Currencies Financial investments (net) Indexed Ch$ Non-indexed Ch$ Other currencies Other Financial assets Non-indexed Ch$ US dollars Other currencies Trade and other accounts receivable (net) Non-indexed Ch$ US dollars Other currencies Financial accounts receivable (net) Indexed Ch$ Non-indexed Ch$ US dollars Other currencies Notes receivable (net) Indexed Ch$ Non-indexed Ch$ Other currencies Miscellaneous receivables (net) Indexed Ch$ Non-indexed Ch$ US dollars Other currencies Accounts receivable from related companies Non-indexed Ch$ US dollars Other currencies Inventory (net) Non-indexed Ch$ US dollars Other currencies Current tax accounts receivable Indexed Ch$ Non-indexed Ch$ Other currencies Prepayments Non-indexed Ch$ US dollars Other currencies Other assets Indexed Ch$ Non-indexed Ch$ Other currencies Non-current Assets classified as held for sale and discontinued operations Other currencies Amount 12/31/2012 ThCh$ 375,145,536 6,963,414 318,260,103 2,773,412 47,148,607 138,273,918 26,684,052 95,162,003 16,427,863 1,839,027 330,580 3,834 1,504,613 147,221,489 128,228,999 1,983,667 17,008,823 1,062,367,470 156,910,947 172,053,010 4,371,390 729,032,123 36,885,806 1,214,396 35,185,579 485,831 25,822,199 1,591,073 15,785,098 660,481 7,785,547 46,664,872 45,025,023 1,617,362 22,487 412,156,463 290,076,446 8,435,778 113,644,239 26,479,668 2,703,249 15,305,064 8,471,355 7,577,229 5,212,415 393,226 1,971,588 23,071,295 20,340,581 422,719 2,307,995 4,902,070 4,902,070 Amount 12/31/2011 ThCh$ 299,586,773 18,080,328 251,938,369 7,809,412 21,758,664 18,926,809 17,022,941 1,903,868 457,822 356,721 101,101 131,082,750 109,777,735 526,214 20,778,801 936,072,507 151,702,929 164,860,788 2,980,034 616,528,756 34,011,505 2,696,001 30,913,838 401,666 18,324,386 42,755 7,406,852 1,474,453 9,400,326 60,092,166 59,330,917 761,249 349,857,982 221,734,342 8,908,426 119,215,214 13,433,235 2,254,662 4,625,800 6,552,773 5,794,614 3,415,677 440,421 1,938,516 17,217,393 9,861,832 589,112 6,766,449 - 154 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) NON-CURRENT ASSETS Financial investments Other currencies Other financial assets Non-indexed Ch$ Trade and other accounts receivable (net) Non-indexed Ch$ Other currencies Financial accounts receivable (net) Indexed Ch$ Non-indexed Ch$ US dollars Other currencies Notes receivable (net) Indexed Ch$ Non-indexed Ch$ Miscellaneous receivables (net) Indexed Ch$ Non-indexed Ch$ US dollars Other currencies Investments in associates accounted for using the equity method Other currencies Goodwill Non-indexed Ch$ Other currencies Intangible assets (net) Non-indexed Ch$ Other currencies Property, plant and equipments (net) Non-indexed Ch$ Other currencies Investment properties (net) Non-indexed Ch$ Other currencies Deferred tax assets Non-indexed Ch$ Other currencies Other assets Indexed Ch$ Non-indexed Ch$ US dollars Other currencies Prepayments US dollars Other currencies 9,990 9,990 117,500 117,500 12,076,979 12,076,979 720,621,736 339,171,709 371,902,127 114,646 9,433,254 2,354,914 1,177,457 1,787,852 163,804 1,624,048 75,670,720 75,670,720 45,866,578 40,415,819 5,450,759 24,005,007 20,216,366 3,788,641 458,406,860 303,463,256 154,943,604 1,731,032,987 1,687,990,086 43,042,901 23,047,576 17,490,512 5,557,064 17,944,609 183,626 10,001,523 731,047 7,028,413 4,392,467 4,287,681 104,786 60,000 60,000 113,396 113,396 764,169,188 287,633,674 312,581,402 16,565,743 147,388,369 1,065,610 893,834 171,776 1,853,907 286,516 114,624 347,623 1,105,144 62,557,735 62,557,735 45,919,951 40,415,819 5,504,132 21,390,672 17,607,553 3,783,119 396,899,950 255,030,853 141,869,097 1,584,631,002 1,559,235,924 25,395,078 20,923,646 15,890,409 5,033,237 27,846,170 1,096,125 16,653,213 778,800 9,318,032 4,947,079 4,668,156 278,923 155 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Undiscounted liabilities Description Up to 90 days Type of Currency CURRENT LIABILITIES ThCh$ Loans that accrue interest Indexed Ch$ Non-indexed Ch$ US dollars Other currencies Obligations with the public (promissory notes) Other currencies Other currencies Obligations with the public – current portion (bonds) Indexed Ch$ Non-indexed Ch$ Other currencies Other financial liabilities Indexed Ch$ Non-indexed Ch$ US dollars Other currencies Trade and other accounts payable Non-indexed Ch$ US dollars Other currencies Dividends payable Non-indexed Ch$ Accounts payable to related entities $ reajustables $ no reajustable US dollars Other currencies Provisions Non-indexed Ch$ Other currencies Post-employment benefits obligation Amount 358,917,953 2,669,727 245,716,607 30,653,836 79,877,784 22,605,995 11,140,000 11,465,995 37,156,301 16,674,128 20,482,173 548,026,931 49,353,577 368,827,184 30,663,657 99,182,513 331,037,718 201,081,683 18,480,561 111,475,474 55,549,678 412,094 42,520,008 4,641,928 7,975,648 2,999,452 379,670 2,619,782 18,867,602 Dec-31-12 From 91 days to 1 year Average Amount annual interest rate ThCh$ 3.84% 3.51% 3.48% 21.07% 2.15% 5.37% 57,508,481 12,466,095 2,849,767 768,237 41,424,382 6,112,556 6,112,556 112,791,641 15,597,682 9,087,803 88,106,156 316,873,056 24,527,003 183,294,224 19,757,630 89,294,199 102,623,473 3,023,511 133,736 99,466,226 18,997,527 18,997,527 15,508,275 1,620,439 12,613,833 1,274,003 18,326,514 Average annual interest rate 1.16% 6.30% 3.68% 21.07% 3.20% 5.47% Up to 90 days Amount ThCh$ 279,227,283 2,810,302 160,017,258 7,444,671 108,955,052 15,853,625 15,853,625 7,635,871 1,048,225 6,587,646 347,678,854 45,020,205 230,684,669 15,553,059 56,420,921 367,456,415 184,025,650 26,301,903 157,128,862 13,898,633 6,446,973 7,451,660 2,473,073 2,473,073 40,655,465 Dec-31-11 From 91 days to 1 year Average Amount annual interest rate ThCh$ 4.34% 2.11% 1.16% 20.15% 7.28% 141,998,280 12,714,574 12,983,104 1,630,663 114,669,939 7,243,601 7,243,601 118,452,896 45,117,595 10,787,507 62,547,794 196,529,230 18,354,691 94,049,900 11,811,042 72,313,597 107,231,751 4,289,000 7,683,564 95,259,187 27,301,398 27,301,398 10,808,553 10,808,553 13,902,677 Average annual interest rate 1.28% 3.47% 1.16% 20.15% 3.37% 2.70% 156 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Description Up to 90 days Type of Currency CURRENT LIABILITIES Amount ThCh$ Indexed Ch$ Non-indexed Ch$ Other currencies Current tax accounts payable Non-indexed Ch$ Other currencies Deferred income Non-indexed Ch$ US dollars Other liabilities Non-indexed Ch$ US dollars Other currencies 631,875 6,790,169 11,445,558 4,231,797 373,030 3,858,767 27,732,355 16,080,926 11,651,429 28,240,702 13,225,285 15,015,417 Dec-31-12 From 91 days to 1 year Average Amount annual interest rate ThCh$ 1,179,699 15,712,573 1,434,242 176,237 176,237 847,390 188,826 658,564 - Average annual interest rate Up to 90 days Amount ThCh$ 404,681 6,027,737 34,223,047 3,181,691 754,271 2,427,420 28,127,499 18,545,811 9,581,688 22,349,016 9,748,551 18,712 12,581,753 Dec-31-11 From 91 days to 1 year Average Amount annual interest rate ThCh$ Average annual interest rate 678,483 11,871,919 1,352,275 1,000,494 359,139 641,355 - 157 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) NON-CURRENT LIABILITIES Loans that accrue interest Type of Currency Indexed Ch$ Non-indexed Ch$ US dollars Other currencies Obligations with the public (bonds) Indexed Ch$ Non-indexed Ch$ Other currencies Other financial liabilities Indexed Ch$ Non-indexed Ch$ US dollars Other currencies Trade and other accounts payable Non-indexed Ch$ Other currencies Accounts payable to related entities Indexed Ch$ Non-indexed Ch$ Other currencies Provisions Indexed Ch$ Non-indexed Ch$ US dollars Post-employment benefits obligation Indexed Ch$ Deferred tax liabilities Non-indexed Ch$ Other currencies Deferred income Non-indexed Ch$ Other currencies Other liabilities Indexed Ch$ Non-indexed Ch$ Other currencies 1-3 years amount ThCh$ 397,061,757 86,490,783 189,228,895 22,423,469 98,918,610 250,392,503 72,964,312 35,056,615 142,371,576 105,367,328 6,380,456 41,299,437 13,368,673 44,318,762 31,668,261 902,162 30,766,099 4,855,264 2,944,260 1,911,004 5,009,641 5,009,641 788,713 788,713 213,998,015 213,495,811 502,204 5,735,773 5,679,976 55,797 19,344,586 7,633,276 11,670,540 40,770 Average annual interest rate 2.53% 2,99% 7,55% 3.85% 4.78% 6.40% Dec-31-12 Average 3- 5 years annual amount interest ThCh$ rate 210,801,097 126,700,420 3.06% 40,825,300 165,678 7.54% 43,109,699 7.72% 92,616,489 63,692,335 3.78% 334,564 4.78% 28,589,590 6.57% 58,391,744 6,038,785 45,128,809 4,025,780 3,198,370 821,763 821,763 51,889 51,889 - More than 5 years amount ThCh$ 166,958,927 82,314,683 26,331,100 1,867,366 56,445,778 984,668,408 773,412,080 211,256,328 251,806,577 28,158,248 210,431,094 13,217,235 17,579,864 17,579,864 155,135 155,135 11,748,920 11,748,920 - Average annual interest rate 1.30% 8.14% 8.02 % 2.47% 1-3 years amount ThCh$ 356,847,798 41,719,517 178,100,847 24,028,070 112,999,364 287,003,171 65,939,612 42,195,014 178,868,545 112,345,068 12,702,937 65,113,202 13,321,459 21,207,470 17,815,409 1,170,655 16,644,754 3,020 3,318,622 3,318,622 449,671 449,671 179,793,257 179,683,271 109,986 4,278,206 4,199,036 79,170 18,541,507 9,219,651 7,886,105 1,435,751 Average annual interest rate 1.36% 7.36% 3.84% 4.78% Dec-31-11 Average 3- 5 years annual amount interest ThCh$ rate 148,976,910 103,508,095 2.79% 269,144 7.24% 45,199,671 7.66% 120,062,918 41,916,129 3.77% 13,719,980 4.78% 64,426,809 44,288,558 6,617,503 33,908,251 2,692,093 1,070,711 252,976 252,976 - More than 5 years amount ThCh$ 179,819,517 116,025,421 2,617,061 61,177,035 975,353,141 657,916,862 317,436,279 248,260,806 39,176,426 200,740,997 8,343,383 28,208,410 25,023,404 3,185,006 110,527 110,527 10,195,649 10,195,649 1,411,193 1,411,193 - Average annual interest rate 158 1.67% 8.83% 7.67% 2.20% S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 34 – Capital a) Objectives, policies and processes that the Company applies to manage capital SACI Falabella maintains adequate capital ratios, in order to support and provide continuity and stability to its business. In addition, the Company continuously monitors its capital structure and that of its subsidiaries, in order to maintain an optimal structure that allows it to reduce capital cost. The Group monitors capital using an index of net consolidated financial debt (excluding the businesses that develop the banking line of business) over equity. As of December, 2012 the aforementioned index was 0.5. The Company has Feller-Rate and Fitch Ratings credit rating, detailed as follows: Feller-Rate Fitch Ratings Shares 1ª C.N. 2 Nivel 2 Bonds and lines of bonds AA AA Commercial paper AA / Niv.1+ AA / F1+ b) Capital and number of shares As of December 31, 2012 the Company‘s capital is composed in the following manner: Number of shares Series Single Detail No. of shares to 12/31/11 No. of paid shares on the year No. of shares to 12/31/12 No, of subscribed No, of paid No, of shares Shares shares with voting rights 2,418,751,412 2,418,751,412 2,418,751,412 No. of shares 2,406,368,737 12,382,675 2,418,751,412 159 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Capital Serie Subscribed capital Paid-in capital ThCh$ ThCh$ 529,966,655 529,966,655 Single c) Other reserves, for the period ended as of December 31, 2012 and the year ended as of December 31, 2011 are detailed as follows: Other reserves Conversion reserve Cash flows hedge reserve Share-based payments reserve Price-level restatement capital adjustment Other reserves Other reserves, Total Evolution of other reserves Balance December 31, previous year Conversion reserves Hedge reserves Share-based payments reserve Other reserves(1) Total annual variation Other reserves, final balance Dec-31-12 ThCh$ (52,327,229) (4,622,774) 18,261,010 12,256,323 (74,732,934) (101,165,604) Dec-31-11 ThCh$ (39,627,043) (2,219,397) 13,915,313 12,256,323 1,749,814 (13,924,990) Dec-31-12 ThCh$ (13,924,990) (12,700,186) (2,403,377) 4,345,697 (76,482,748) (87,240,614) (101,165,604) Dec-31-11 ThCh$ (73,571,352) 56,754,315 110,707 2,781,340 59,646,362 (13,924,990) On December 13, 2012 the Holding bought 119.123.419 shares of Falabella PERU S.A.A. equivalent to a 6.24% participation in the subsidiary. The price paid was ThCh$103,203,568 generating other reserves for ThCh$ 76,482,748 (1) d) Dividends policy On April 24, 2012 the General Ordinary Shareholders‘ Meeting, approved distribution of final dividends consisting in paying Ch$40 per share with a charge to net income for 2011. The mentioned dividend began payment as of May 9, 2012. On October 30, 2012, the distribution of interim dividends was approved, paying $30 per share against net income for 2012. Such dividend began payment on November 14, 2013. 160 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) e) Contributed surplus During the period ended as of December 31, 2012 contributed surplus was generated in the amount of ThCh$33,034,783. During the year ended as of December 31, 2011 contributed surplus was generated in the amount of ThCh$5,587,846. f) Capital increase with issuance of shares (historical values) During the period ended as of December 31, 2012, 12,382,675 shares were subscribed and paid, which generated a capital increase of ThCh$2,713,137 and contributed surplus of ThCh$33,034,783. Date January March April June July August September October November December Total No. of shares subscribed 4,971,675 3,333,002 2,601,003 381,333 404,330 100,000 104,167 85,832 64,666 336,667 12,382,675 No. of shares Paid 4,971,675 3,333,002 2,601,003 381,333 404,330 100,000 104,167 85,832 64,666 336,667 12,382,675 Capital increase ThCh$ 1,089,332 730,286 569,899 83,553 88,591 21,911 22,824 18,806 14,169 73,766 2,713,137 During the year ended as of December 31, 2011, 2,077,665 shares were subscribed and paid, which generated a capital increase of ThCh$455,232 and contributed surplus of ThCh$5,587,846. Date January April May June August September October November December Total No. of shares subscribed 63,333 605,000 246,666 100,000 50,000 52,000 280,000 128,333 552,333 2,077,665 No. of shares Paid 63,333 605,000 246,666 100,000 50,000 52,000 280,000 128,333 552,333 2,077,665 Capital increase ThCh$ 13,877 132,560 54,046 21,911 10,955 11,394 61,350 28,119 121,020 455,232 161 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 35 – Financial Information by Segment General description of segments and their measurement The Company‘s operating segments have been determined in accordance with the main business activities that the group develops and which are regularly reviewed by senior management, in order to measure performance, evaluate risks and allocate resources, and for which there is available information. In the process of determining reportable segments, certain segments have been grouped because they possess similar economic characteristics. The information that the Company‘s management regularly examines corresponds to income of each of the operating segments in Chile and the consolidated income of each of the operations of subsidiaries abroad. Management reports and those that emanate from the Company‘s accounting use the same policies described in the accounting criteria note and there are no differences at a total level between the measurement of income, assets and liabilities of the segments, in respect to the accounting criteria applied. Inter-segment eliminations are disclosed at a total level; therefore inter-segment transactions and income are disclosed at the value of the original transaction in each segment. Falabella develops its activities in the following business segments: a) Department stores: This segment operates under the Falabella brand and its activities are the sale of varied range of products including retail sales of clothing, accessories and products for the home, electronics, beauty products and others. b) Home improvement: This segment operates mainly under the Sodimac brand and its activities are the sale of building and home improvement products, including building materials, hardware, tools, accessories for kitchen, bathroom, garden and decoration, among other things. c) Supermarkets: This segment operates using the hypermarkets and supermarkets format under the Tottus brand, offering products in the categories of food and other non-food. d) Promotora: The Promotora segment mainly operates in the business of granting loans to individuals through the CMR credit card. e) Real estate: Operates in the real estate segment through the construction and leasing of malls. The most important subsidiary is the Mall Plaza Group in Chile. f) Other Businesses & Eliminations Chile, inter-segment annulments: include the rest of the companies of the group, which contemplate among others the industrial area, Corredora de Seguros de Chile, of investments and eliminations. In addition the consolidated operations of the following subsidiaries abroad have been defined as segments: g) Argentina: has activities in the department store, home improvement and financial retail areas. 162 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) h) Colombia: has activities in the department stores, and financial retail area, for the segment information purposes Banco Falabella S,A, is shown in the Banking Business. i) Peru: is the only foreign country in which the Group operates in all the business areas that Chile maintains, For information by segment purposes, Banco Falabella Peru is shown in the Banking Business. j) Banking Business: includes information on all Banking Business, in Chile and abroad. Although the Argentina, Colombia and Peru segments include some or all of the segments identified for Chile, these are disclosed in this manner because business management is measured using these groups. The portfolio of group clients is highly atomized and there are no individual clients that are significantly representative. The information disclosed in each segment is presented net of eliminations corresponding to transactions and income between the companies. Inter-segment income and transactions are eliminated at a total level, and form part of the group‘s final consolidated figures. This form of presentation is the same one used by management in the processes of periodic review of the Company‘s performance. Revenues from Chile real estate segment for an amount of ThCh$218,911,068 at December 2012 (ThCh$202,265,433 at December 2011), corresponds to the total revenue charged from third and related parties of real state in Chile, instead in note 14 j) are presented the lease incomes charged to third parties for all the real estate Falabella companies 163 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Information segments non-banking business Department stores Chile Home improvement & building materials Chile Supermarkets Chile CMR Promoter Chile Real estate Chile Department stores Peru Home improvement & building materials Peru Supermarkets Peru Other businesses & eliminations Peru Department stores Argentina CMR Argentina Other businesses & eliminations Argentina Department stores Colombia Other businesses & eliminations Colombia Other businesses & eliminations Chile, intersegment annulments Total non-banking business Information segments Banking business December 31, 2012 1,144,163,132 1,591,852,055 463,579,949 302,305,385 218,911,068 446,419,338 247,050,588 415,519,507 12,399,645 391,418,666 44,538,987 (4,178,494) 284,961,871 13,747,275 (81,249,221) 5,491,439,750 Total operating costs (818,004,689) (1,133,748,192) (354,395,749) (181,944,111) (47,699,696) (317,434,624) (184,771,848) (317,442,308) 12,266,837 (234,092,717) (22,426,464) (93,459) (205,156,084) (1,688,955) 115,315,698 (3,691,316,361) 6,404,928 2,355,894 5,851 1,603,912 2,802,282 153,517 262,026 386,277 (131,941) 94,326 421,671 (118,732) (6,717,959) 7,522,051 Non-banking finance expenses (4,630,430) (11,320,299) (865,593) (1,904,528) (42,650,629) (4,472,079) (1,873,275) (4,473,385) (4,585,607) (6,927,105) (6,680) (4,184,091) (146,932) (14,161,694) (102,202,327) Total segment interest income, net 1,774,498 (8,964,405) (859,742) (300,616) (39,848,347) (4,318,562) (1,611,249) (4,087,109) (4,717,548) (6,832,779) (6,680) (3,762,420) (265,664) (20,879,653) (94,680,276) Total segment depreciation and amortization (14,510,127) (25,057,960) (12,528,378) (24,301,915) (9,432,015) (4,953,484) (10,898,379) (2,493,284) (6,532,681) (189,728) (171,916) (7,940,859) (235,653) (13,837,518) (133,083,897) Income before taxes 35,633,075 102,836,098 56,923 73,019,912 115,090,770 36,216,836 14,868,540 15,400,005 14,501,513 6,863,403 5,122,257 (1,383,613) 6,912,551 20,248,584 48,350,291 493,737,146 Total income tax income (expense) (7,612,406) (19,002,215) 728,641 (12,471,545) (48,972,912) (12,270,987) (4,621,251) (5,076,944) (4,121,344) 458,417 (1,703,366) (3,121) (283,073) (1,477,054) (10,768,001) (127,197,160) Total profit (loss) for the reported segment 27,912,187 82,296,788 785,564 60,548,367 64,789,376 23,945,850 10,247,289 10,323,061 8,779,973 7,321,820 3,418,891 (10,183,890) 6,629,478 13,081,738 18,350,816 328,247,308 882,452 2,537 (520) 1,734,104 16,954,520 512,601 20,085,694 Current trade and other accounts receivable Inventory 24,743,583 137,915,769 4,055,357 144,792,337 290,076,446 31,986,736 106,617,753 161,171,860 Non-current rights receivable Property, plant and equipment 301,282 71,371,141 814,793,240 158,516,143 14,741,006 333,417 597,557,825 Investment properties Total segment assets 3,776,636 2,648,484 4,932,273 6,163,865 13,420,177 80,024,503 53,408,863 36,311,126 4,917 69,921,153 89,256,391 39,672,384 123,214,361 106,838,174 141,137 2,583,021 1,731,032,987 452,124,837 721,244,111 136,621,106 1,056,817,462 41,090,959 91,154,554 130,661,142 190,754,845 111,502,446 198,360 256,108,411 19,047,466 567,724 123,154,277 26,765,513 33,935,640 30,038,405 56,604,453 181,968,091 741,411,679 115,676,671 98,829,770 61,340,615 334,894,575 Banking interest and indexation expenses (63,653,074) (29,438,644) (14,356,732) (107,448,450) Banking fee income 18,536,168 25,752,530 25,818,682 70,107,380 Banking fee expenses (6,406,372) (3,298,674) (6,627,777) (16,332,823) 123,200,912 91,844,982 66,174,788 281,220,682 Total segment depreciation and amortization (4,697,199) (3,595,090) (2,254,102) (10,546,391) Income before taxes 19,411,709 26,379,535 12,557,565 58,348,809 Total income tax income (expense) (2,289,673) (8,123,491) (5,122,873) (15,536,037) Total profit (loss) for the reported segment 17,122,036 18,256,044 7,434,692 42,812,772 1,016,075 679,053 176,380,026 121,357,875 (11,125,799) 55,367,712 29,540,286 1,206,369,024 52,154,531 4,333 3,707,695 762,392,640 Cash and bank deposits (banks) 103,907,301 (3,711,137) 177,875,284 Instruments held for trading (banks) 264,032,310 91,612,078 1,075,344 42,777,024 1,483,181,464 (1,488,103) 1,745,895,892 78,810,705 286,963,029 6,338,505,812 73,261,756 5,821,435 135,636,671 125,990,882 554,711,146 64,578,485 763,710,346 273,853,348 1,448,357,171 215,633,671 40,272,186 (186) 36,938,475 10,087,617 20,919,104 7,080,564 5,087,946 68,857,571 177,520,530 45,558,013 28,485,950 48,538,295 3,108,394 40,644,179 20,916,337 765,229,089 34,077,985 15,402,828 34,499,635 45,817,390 25,366,598 3,556,047 1,153,564,856 148,104,512 61,064,736 127,704,912 (74,282,195) 101,733,084 104,046,886 (6,458,723) 104,367,246 (560,238) (64,303,554) 3,254,469,725 (238,542,400) (14,241,641) (5,578,075) (33,173,645) (7,233,342) (16,414,348) (741,082) (144,862) (17,240,522) (776,667) (128,806,681) (611,333,920) 586,519 2,414,291 Loans and accounts receivable from clients (banks) Property, plant and equipment Total segment assets 43,930,323 2,109,522 27,961,008 Total segment liabilities 308,383,101 446,332,847 103,360,576 Disbursement of non-monetary segment assets, total segments (45,078,880) (72,229,746) (31,132,029) 40,625,153 Segment operating cash flows 187,050,384 50,526,076 23,677,261 232,286,272 163,106,606 4,626,189 1,733,578 21,004,438 2,634,865 40,220,709 (3,704,943) 1,806,117 19,068,531 9,966,277 32,396,981 786,399,341 Segment investing cash flows (77,139,292) (68,609,878) (30,909,276) (4,753,905) (332,681,652) 20,544,461 3,261,764 (25,751,683) (57,847,396) (18,653,700) (807,685) 488,163 (16,922,295) (880,338) 22,392,247 (588,270,465) Segment financing cash flows (91,547,171) 26,985,114 12,942,844 (229,688,555) 202,594,010 (24,928,110) (5,930,594) 1,461,714 53,278,897 (11,916,391) 2,855,071 (2,276,182) (2,122,335) 678,435 (54,333,674) (121,946,927) 94,812,680 363,445 14,894,484 213,614,465 13,246,521 277,278,831 1,040,205,488 404,559,570 268,066,169 1,712,831,227 18,683,072 8,522,589 7,726,576 34,932,237 1,473,894,036 519,811,895 307,007,930 2,300,713,861 Total share of associates and joint ventures accounted for using the equity method 1,900,837 1,900,837 825,109,097 256,534,256 116,368,566 1,198,011,919 1,341,619,342 325,124,537 243,633,024 1,910,376,903 Disbursement of non-monetary segment assets, total segments (8,633,737) (4,934,915) (5,204,920) (18,773,572) Segment operating cash flows 97,030,818 84,734,784 (35,859,575) 145,906,027 Segment investing cash flows (8,625,720) (2,920,662) (16,443,359) (27,989,741) Segment financing cash flows (20,188,298) (67,661,028) 59,167,888 (28,681,438) Total segment liabilities Other non-current financial liabilities 363,445 1,128,229 5,303,833 49,988,584 Total share of the entity in income of associates and joint ventures accounted for using the equity method Deposits and other time deposits (banks) Trade and other accounts payable Total Banking business 174,724,190 4,912,662 16,351,008 2,514,100,990 Total share of associates and joint ventures accounted for using the equity method Other current financial liabilities 46,637,657 Banking business Colombia Banking interest and indexation income Total segment interest income, net Total share of the entity in income of associates and joint ventures accounted for using the equity method Banking business Peru December 31, 2012 Total income from ordinary activities Non-banking finance income Banking business Chile 164 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Information segments non-banking business Department Stores Chile Home improvement & building materials Chile Supermarkets Chile CMR Promoter Chile Real estate Chile Department stores Peru Home improvement & building materials Peru Supermarkets Peru Other businesses & eliminations Peru Department stores Argentina CMR Argentina Other businesses & eliminations Argentina Department stores Colombia Other businesses & eliminations Colombia Other Businesses & eliminations Chile, intersegment annulments Total non-banking business Information segments Banking business December 31, 2011 1,073,627,343 1,393,722,623 394,707,487 280,457,096 202,265,433 384,097,836 193,196,255 319,304,029 11,754,819 356,056,874 31,000,697 (4,704,211) 228,934,581 10,291,163 (64,022,806) 4,810,689,220 Operating costs (767,683,299) (992,146,820) (305,082,519) (139,656,297) (44,492,102) (269,972,208) (142,784,922) (245,715,151) 11,216,811 (218,374,657) (15,504,096) 193,093 (161,003,832) (816,658) 111,098,163 (3,180,724,494) 7,284,023 4,118,987 103,328 3,370,216 2,101,200 100,839 63,249 355,698 (76,814) 56,136 622,632 (409,396) (10,664,595) 7,025,502 (5,361,831) (7,864,033) (445,817) (1,080,898) (46,512,364) (3,911,637) (1,541,978) (3,379,918) (4,911,036) (8,403,802) (3,151) (3,047,424) (77,672) (14,576,261) (101,117,822) 1,922,192 (3,745,046) (342,489) 2,289,318 (44,411,164) (3,810,798) (1,478,729) (3,024,221) (4,987,850) (8,347,666) (3,151) (2,424,792) (487,068) (25,240,856) (94,092,320) (14,078,562) (24,336,388) (10,592,863) (22,309,050) (7,548,396) (4,803,494) (9,082,653) (3,184,258) (6,399,238) (268,526) (7,115,484) (162,149) (11,670,641) (121,731,945) Non-banking finance expenses Total segment interest income, net Total segment depreciation and amortization (180,243) Income before taxes 43,761,743 106,447,760 (115,826) 116,971,210 95,545,474 38,071,685 11,552,404 8,883,630 10,221,557 9,431,408 931,936 (352,835) 9,788,908 12,851,159 54,502,720 518,492,932 Total income tax income (expense) (8,223,478) (20,618,996) 94,140 (21,821,059) (13,388,593) (12,269,580) (3,654,195) (2,935,378) (2,841,575) (304,560) (244,900) (20,170) (2,899,283) (712,693) (9,437,886) (99,278,206) Total profit (loss) for the reported segment 35,483,886 84,287,433 (21,686) 95,150,151 80,442,582 25,802,105 7,898,209 5,948,252 5,672,736 9,126,848 687,036 (8,719,630) 6,889,625 7,506,594 18,434,335 374,588,475 Current trade and other accounts receivable Inventory 483,166 16,184,162 119,777,131 2,840,117 148,811,115 221,734,342 27,939,015 Non-current rights receivable Property, plant and equipment 391,867 94,453,725 131,413,714 795,316,294 204,392,824 64,375,042 333,417 Investment properties Total segment assets 33,155,764 24,573 6,443 601,675,762 117,601,158 1,080,110,361 10,721,040 1,876,608 3,563,628 7,582,206 11,430,491 74,940,637 41,522,476 28,399,337 5,126 85,692,414 165 560,427,446 87,524,273 3,055,937 40,129,150 106,877,632 1,584,631,002 421,325,288 907,325 3,783,192 11,077,799 104,212,744 118,367,519 166,847 251,677,300 18,651,148 579,759 103,860,715 145,471,335 81,921,032 35,529,747 262,922,114 (52,327,221) (23,942,310) (8,095,795) (84,365,326) Banking fee income 15,379,334 22,133,026 23,455,185 60,967,545 Banking fee expenses (5,518,255) (1,972,967) (4,718,384) (12,209,606) 634,947 761,039 188,055,550 55,507,948 356 36,132,328 201,024,442 130,179,337 (27,679,402) 12,588,030 78,138,781 46,170,753 227,314,727 (3,972,904) (2,979,573) (1,096,591) (8,049,068) Income before taxes 29,896,452 26,441,800 6,998,687 63,336,939 Total income tax income (expense) (4,468,685) (8,202,424) (2,208,139) (14,879,248) Total profit (loss) for the reported segment 25,427,767 18,239,376 4,790,548 48,457,691 Total share of the entity in income of associates and joint ventures accounted for using the equity method Other current financial liabilities Trade and other accounts payable 43,258,358 1,162,050,456 42,465,072 1,417 4,258,199 675,769,150 Cash and bank deposits (banks) (2,026,424) 222,367,279 Instruments held for trading (banks) 161,773,489 Loans and accounts receivable from clients (banks) 901,017,245 81,719,312 612,199 33,407,540 1,360,179,417 (1,488,103) 1,601,517,448 154,607,417 44,657,586 280,584,457 5,860,274,097 49,388,602 5,308,834 110,061,027 122,024,728 435,741,245 82,382,195 683,089,986 331,811,367 1,344,398,152 5,900,431 53,275,803 2,468,578 63,740,512 17,215,960 38,088,508 7,711,832 18,074,209 17,254,051 23,646,179 61,755,547 110,356,563 176,340,162 46,507,830 25,945,387 43,975,864 41,776,366 21,375,257 37,680,500 3,623,766 37,286,050 28,507,783 202,152,005 570,650,901 23,158,874 20,563,662 41,455,280 51,023,836 30,331,003 9,993,342 791,898,975 937,660,341 148,095,327 58,608,168 113,735,899 (48,247,227) 121,678,202 115,289,860 (17,306,426) 88,382,788 (8,697,024) (110,100,355) 2,915,768,600 (142,443,733) (9,141,828) (6,707,532) (24,006,098) (11,568,822) (11,092,151) (243,397) (68,428) (11,078,766) (461,019) (36,903,521) (342,514,329) Other non-current financial liabilities 28,054,416 4,584,907 2,338,127 498,997 1,179,746 5,475,110 53,297,237 445,483 103,005,193 Total segment depreciation and amortization Property, plant and equipment Total segment assets Total share of associates and joint ventures accounted for using the equity method Total Banking business Banking interest and indexation expenses 3,568,393 18,374,549 2,257,086,179 Banking business Colombia Banking interest and indexation income Total segment interest income, net Total share of the entity in income of associates and joint ventures accounted for using the equity method Banking business Peru December 31, 2011 Total income from ordinary activities Non-banking finance income Banking business Chile 31,530,371 (6,536,235) 35,203,466 Total segment liabilities 287,034,092 352,640,086 85,095,895 Disbursement of nonmonetary segment assets, total segments (21,879,444) (52,396,385) (14,523,205) Segment operating cash flows (19,750,629) 120,997,342 19,166,614 78,436,616 159,670,078 469,405,518 231,252,129 383,973,396 (1,065,127,031) 15,932,743 (25,025,287) (83,419) 15,278,779 (4,830,417) 152,577,010 531,873,442 Segment investing cash flows 108,126,906 (45,770,732) (14,218,268) 9,474,028 (168,544,075) (22,664,692) (11,512,432) (23,678,790) 5,367,913 (16,042,191) (209,564) 5,752,315 (10,997,225) (8,429,784) (84,144,623) (277,491,214) Segment financing cash flows (87,396,578) (70,638,908) (3,316,194) (84,615,432) (4,275,643) 20,121,280 508,955 13,065,598 (5,816,874) 2,120,240 26,528,354 (5,788,846) 7,795,918 6,672,230 (65,789,961) (250,825,861) 87,690,120 8,110,934 178,105,226 2,097,865 163,871,354 329,305,466 237,014,466 1,467,337,177 13,581,277 8,914,452 4,843,956 27,339,685 1,226,543,287 434,534,029 256,459,871 1,917,537,187 Total share of associates and joint ventures accounted for using the equity method Deposits and other time deposits (banks) 82,304,172 498,997 2,018,986 2,018,986 585,574,183 171,404,424 77,035,453 834,014,060 1,100,051,238 252,646,558 210,452,413 1,563,150,209 Disbursement of non-monetary segment assets, total segments (5,610,882) (4,937,796) (4,491,266) (15,039,944) Segment operating cash flows 44,203,882 20,272,986 (92,810,044) (28,333,176) Segment investing cash flows (5,600,974) (6,146,245) (7,625,924) (19,373,143) Segment financing cash flows 64,678,447 6,307,687 103,338,341 174,324,475 Total segment liabilities 165 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Ordinary income from external clients determined according to the country of domicile of the entity by geographic area is as follows: Detail of information in geographic areas (presentation) Dec-31-2012 Income from ordinary activities of external clients, country of domicile of the entity 3,832,822,726 Income from ordinary activities of external clients, all foreign countries 2,063,618,979 Ordinary income generated by geographic area, outside the country of domicile of the entity is detailed as follows: Dec-31-2012 Information on significant income from activities Area Ordinary income Ordinary income Peru Argentina Income 1,245,971,377 431,779,159 Ordinary income Colombia 385,868,443 The distribution of non-current assets by geographic area is detailed as follows: Amount of non-current assets Dec-31-2012 Amount of non-current assets, country of domicile of the entity 4,122,903,553 Amount of non-current assets, all foreign countries 805,530,000 The distribution of non-current significant assets by geographic area, outside the country of domicile of the entity is detailed as follows: Property, plant and equipments (net) Dec-31-2012 Amount of assets , Description of attributed to a geographic area, assets foreign country Peru 367,503,899 Investment properties (net) Peru 16,351,008 Non-current financial accounts receivable (net) Peru 110,477,376 Property, plant and equipments (net) Argentina Non-current financial accounts receivable (net) Argentina 5,303,833 Property, plant and equipments (net) Colombia 100,413,998 Information on significant assets, attributed to a foreign country 51,683,712 166 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 36 – Contingencies, Lawsuits and Other a) Lawsuits a.1 The parent company and its subsidiaries have lawsuits filed against them or administrative matters whose resolution is pending in the respective courts or corresponding administrative instances. The Company has established provisions to reflect possible unfavorable contingencies of the company whose amount is not material. In those cases where the complaints or matters have little probability of prospering and which should be resolved in favor of the Company, no provisions have been made. Complaints or other matters as of December 31, 2012 are detailed as follows: Nature of lawsuits Civil Consumer Labor Tax Other Case number 405 481 427 41 31 Amount of lawsuit in ThCh$ 8,424,913 3,532,317 6,784,457 8,531,226 1,133,902 Accounting Provision ThCh$ 187,324 485,483 962,641 1,708,098 980,141 a.2 In relation to ―tax‖ matters we emphasize the situation of subsidiary Saga Falabella S,A,, since as a consequence of the review of income tax returns from 2000 to 2005, the Peruvian subsidiary Saga Falabella S.A. received from the National Tax Administration Superintendency (SUNAT or ―Superintendencia Nacional de Administración Tributaria‖) the final determination and assessment of penalties related to general sales tax and income tax for fiscal years 2000 to 2005, for a total restated amount of Soles 38,159,115 (ThCh$ 7,179,637). As of December 31, 2012, the subsidiary Saga Falabella S.A. in coordination with its external legal counsel, has recorded a provision related to contingences for internal taxes audits and on payment settlement related to merchandise royalties imported for approximate sum of Soles 5,613,897 (ThCh$ 1,056,255) which is presented as part of trade and other accounts payable of the balance sheet. We report that on August 23, 2012, according to Notification No. 270 issued by the Internal Revenue Service, Chilean subsidiary Promotora CMR Falabella S.A. was notified of Settlement No. 145 to 148, which amounted to Ch$8,033,839, including indexations and interest. Also, on December 28, 2012, according to Notification No. 436 issued by the Internal Revenue Service, Promotora CMR Falabella S,A, was notified of the settlement No. 214-217, corresponding to the tax period 2010 and tax period 2011, which amounted to ThCh$ 41,223,270, including adjustments and interest. These settlements mainly question the manner in which the Company makes write downs of their uncollectable debtors. Analyzing the background and rationale of the settlement, the Board of the Company 167 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) agreed to appeal the claim before the competent tax judge, arguing agains the final judgement. According to the opinion of the Company‘s attorneys, there is a high probability that the complaint will be accepted, On September 23, 2011 the company Inversiones Accionarias Limited filed a recovery action against Plaza Oeste S.A., for the recovery of land measuring 1,005,80 square meters, located in the south western sector of the land on which Mall Plaza Norte is built, in addition to requesting mutual benefit, damage and results payments in and undetermined amount. The value of the litigation is uncertain. Currently the trial is in the settlement stage, and in the opinion of our lawyers, there is not enough evidence to make provisions for this claim. According to the opinion of the Company‘s attorneys, there is a high probability that the claimwill be accepted. b) Effects of fire from Mall Plaza Trebol on February 2012. On February 24, 2012 a fire occurred that affected the Mall Plaza Trebol located in Concepcion, Region VII and owned by subsidiary Plaza del Trebol mainly affecting the Ripley department store, and some locals of the food court. The security protocol was activated immediately with no injury to regret. Plaza Del Trebol S.A. subsidiary counts with insurance that has been duly activated and covering the damage of assets and business interruption losses suffered by the company for claims of this nature. To date, is working on repairing the affected areas in order to achieve the early normalization. On December 2012 the Company has recorded the losses not covered by the insurance with charge on results under the line of Other expenses by function. c) Other As of December 31, 2012, there are losses recoverable amounting to ThCh$7,666,581, corresponding to physical damage coverage by fire at Plaza del Trébol Mall and in the amount of ThCh$ 40,392 corresponding to accounts receivable for the concept of loan insurance in Falabella Peru. As of December 31, 2012 Falabella Argentina has provided customs guarantees in the amount of ThCh$ 120,136. As of December 31, 2012, Sodimac Chile has guaranteed checks received amounting to ThCh$ 2,182,267. As of December 31, 2012, Falabella Peru has guaranteed assets amounting to ThCh$ 54,397,386. As of December 31, 2012, Falabella Financiero (Promotora CMR) maintains from the concept of Securitization the following amounts: a) Cash and Cash equivalent ThCh$ 2,610,254 and b) financial accounts receivable ThCh$ 156,740,574.- 168 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 37 – Guarantees Committed and Obtained from Third Parties a) Guarantee deposits received As of December 31 2012, the Company has current guarantee deposits received amounting to ThCh$ 11,957,199, which mainly guarantee the correct execution of works under construction and faithful compliance with contracts. b) Guarantee deposits provided As of December 31 2012 the Company has provided guarantees amounting to ThCh$ 22,319,228. c) Direct guarantees: the guarantees in which S.A.C.I. Falabella is a direct guarantor of the debt are detailed as follows: Guarantee creditor BANCO ESTADO BANCO ESTADO Debtor name FALABELLA S.A. (ARGENTINA) SACI FALABELLA Relationship SUBSIDIARY PARENT COMPANY Type of guarantee GUARANTOR DIRECT Balances pending payment as of the FS closing date Dec-31-2012 ThCh$ 21,198,089 ThCh$ Dec-31-2011 ThCh$ 23,000,906 - 27,079,775 27,079,775 are d) Indirect guarantees: guarantees directly management by subsidiaries with financial institutions detailed as follows, Guarantee creditor SCOTIABANK (PERU) BANCO DE CRÉDITO (PERU) SCOTIABANK (PERU) BANCO DE CRÉDITO (PERU) BBVA BANCO CONTINENTAL BBVA BANCO CONTINENTAL BBVA BANCO CONTINENTAL BANCO DE CRÉDITO E INVERSIONES (CHILE) DE CRÉDITO E INVERSIONES BANCO (CHILE) SCOTIABANK (PERU) BANCO DE CRÉDITO (PERU) SANTANDER CHILE SANTANDER CHILE BANCO DE CHILE BBVA S.A. NY BRANCH BBVA S.A. NY BRANCH BBVA S.A. NY BRANCH BBVA S.A. CHILE HSBC HSBC HSBC HSBC Debtor name SAGA FALABELLA S.A. (PERU) SAGA FALABELLA S.A. (PERU) SAGA FALABELLA S.A. (PERU) SAGA FALABELLA S.A. (PERU) SAGA FALABELLA S.A. (PERU) SAGA FALABELLA S.A. (PERU) HIPERMERCADOS TOTTUS ((PERU) FALABELLA PERU S.A.A SAGA FALABELLA S.A. (PERU) HIPERMERCADOS TOTTUS ERÚ) BANCO FALABELLA (PERU) Beneficiario *CORPORATE S.A. SHEARVAN FALABELLA RETAIL S.A. FALABELLA RETAIL S.A. FALABELLA RETAIL S.A. FALABELLA RETAIL S.A. (PERU) FALABELLA RETAIL S.A. FALABELLA RETAIL S.A. FALABELLA RETAIL S.A. FALABELLA RETAIL S.A. FALABELLA RETAIL S.A. FALABELLA RETAIL S.A. Relationship SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY SUBSIDIARY Type of guarantee STANDBY STANDBY GUARANTEE LETTERS GUARANTEE LETTERS STANDBY GUARANTEE LETTERS GUARANTEE LETTERS STAND BY STAND BY GUARANTEE LETTERS GUARANTEE LETTERS GUARANTOR(*) GUARANTOR GUARANTOR STANDBY LETTER OF CR STANDBY LETTER OF CR STANDBY LETTER OF CR STANDBY LETTER OF CR STANDBY LETTER OF CR STANDBY LETTER OF CR STANDBY LETTER OF CR STANDBY LETTER OF CR Balances pending payment as of the FS closing date Dec-31-2012 ThCh$ 1,674,624 1,040,797 ThCh$ 1,164,480 470,375 2,190,810 4,971,734 17,169 29,985,501 277,814 479,960 14,114,492 10,152,245 54,854 287,976 1,973,774 5,999,500 46,315 138,861 182,385 191,984 116,383 (*) Falabella Retail is guarantor for Shearvan Corporate S,A, 169 Dec-31-2011 ThCh$ 415,360 684,571 12,988,983 588,584 40,225,020 67,823 17,049,979 8,599,296 311,520 1,464,383 6,490,000 119,416 144,133 - S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 38 – Environment a) In line with its declaration on corporate social responsibility matters, Falabella Retail S.A. has strengthened its commitment with the development of sustainable environmental projects and has ended 2012 with 2 new stores designed and built under LEED standards, these stores are the Costanera store Center and Arauco Maipú store, in addition to two big remodelations, such as Falabella La Serena and Falabella El Trébol. The investment is distributed between technology, advisories and memberships, with technology being the one with greater impact of 83%. As of December 2012 this concept is detailed as follows: Cost ThCh$ Sustainability 29,000 Certification advisories 25,000 Memberships 4,000 Energy 108,000 Efficient lighting equipment 108,000 Water 32,000 Efficient taps 32,000 Materials 4,000 Recyclable material storage premises 4,000 TOTAL 173,000 Technology 144,000 83% Advisories 25,000 15% 4,000 2% Memberships b) Sodimac S.A. has incorporated leading edge international environmental standards in the construction of its commercial stores, following the recommendations of the U.S.A. Green Building Council. An example of this is the construction of the store in Copiapó, the first in Chilean and Latin American retail to obtain LEED certification in the Silver category and recently the Homecenter store in Quilicura, Metropolitan Region. At the same time, the Company has focused on actions to mitigate the environmental impact generated with the operation of its stores. It has developed actions especially in recycling, supply of ecologically 170 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) efficient products, energetic and/or water efficiency. The Company became a member of the founding companies in the Santiago Climate Exchange (SCX), a pioneer initiative in Latin America that will allow the trading of carbon bonds with projects residing in the region. Sodimac S.A. has the environmental permits for its commercial operation. Notwithstanding the above, the Ministry of Health has set forth certain instructions for improving environmental conditions of certain dependencies, which will materialized within the period granted for the project. The main disbursements performed by the Company related to the mentioned projects, form part of the cost of the assets and are associated directly to stores. These projects have been executed and in full implementation as of December 2012, as indicated in the following table: Project Name Dec-12 ThCh$ Low energy luminaire Project Recycling points Dangerous residues program Solar panels Carbon Footprint projec Implementing ECO Stores HC San Miguel (Green Wall) Façade Total Dec-11 ThCh$ 1,944,325 158,521 67,768 34,586 25,558 2,230,758 132,350 141,246 92,758 73,279 175,892 154,277 12,000 781,802 Sodimac S.A. has not entered into future disbursement commitments in relation to the environment; however, it is permanently evaluating projects of this type. c) In relation to what is established in Circular No. 1,901 issued by the Superintendency of Securities and Insurance, Sociedad Plaza S.A. and its Subsidiaries has performed or expects to perform the following disbursements connected to environmental protection as of December 31, 2012: Identification of the parent or subsidiary Nuevos Desarrollos S.A. Plaza Vespucio S.A. Name of project associated to the disbursement Disbursement concept Asset or Expense LEED certification LEED certification PSU energy efficiency Implementation and certification of management energy management system Measurement of carbon Measurement of the carbon footprint footprint Measurement of carbon Measurement of the carbon footprint footprint Asset Expense Expense Expense Treatment of residues Residues recycling Expense Administradora Plaza Vespucio Recycling management Residues recycling Asset Plaza Oeste S.A. Treatment of residues Residues recycling Expense Description of the asset or expense item Work in progress Environmental R.S.E. Environmental R.S.E. Environmental R.S.E. Environmental R.S.E. Environmental R.S.E. Environmental R.S.E. Warning or estimated Amount of date on which the future disbursement disbursements will be ThCh$ carried out Project in progress or finished 230,852 2012 - 2014 In progress 10,278 2012 - 2013 In progress 5,710 2012 - 2014 In progress 7,081 2012 Finished 14,527 2012 In progress 66,352 2012 In progress 57,102 2012 In progress 171 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 39 – Main Financial Covenants Main financial covenants As of December 31, 2012, both S.A.C.I. Falabella and its subsidiaries comply with all the covenants of its financial contracts. These are detailed as follows: S.A.C.I. Falabella Series D Bond Series D bonds were issued by public deed dated September 24, 2004, amended by public deed dated October 27, 2004, all signed at the Santiago Notary office of Mr. René Benavente Cash. The Series D bond issuance was registered in the Securities Registry of the Superintendency of Securities and Insurance under number 394, on November 8, 2004. The issuance contract was subsequently modified by public deed dated December 15, 2010 in order to adjust it to IFRS. Maintain throughout the term of this bond issuance income from the business areas of retail sales, mall management and evaluation, granting and administration of loans, a level equivalent to at least seventy percent of total consolidated income of the Issuer, corresponding to the ―income from ordinary activities‖ account of the financial statements of the Issuer, measured quarterly over 12month retroactive periods. As of December 31, 2012, 100% of total consolidated income comes from the mentioned business areas, The Issuer and/or its important subsidiaries cannot establish real guarantees, i.e. pledges and mortgages that guarantee new Bond issuances or any other money credit operation or any other loan, to the extent that the total accumulated amount of all the obligations guaranteed by the Issuer and/or its important subsidiaries exceeds 4.2% of the Issuer‘s total consolidated assets. Maximum Debt Level: As of March 31, 2010, maintain at each financial statement quarter closing a Debt Level in the financial statements of the issuer, defined as the sum of liabilities accounts of the Non-banking Business of the balance sheet, total current liabilities and total non-current liabilities not to exceed the maximum level of debt established by the formula defined in Annex One of the respective issuance contract. As of December 31, 2012 the maximum financial debt is ThCh$4,231,192,667 and the Debt Level is ThCh$ 3,254,626,063, therefore there is compliance with the maximum debt restriction (see methodology for calculating financial covenants below). As of December 31, 2012 the Issuer complies with all the issuance contract covenants. 172 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Series F Bond Series F bonds were issued by public deed dated May 29, 2006, amended by public deeds dated June 30, 2006 and February 1, 2011, all signed at the Santiago Notary office of Mr. Iván Torrealba Acevedo, The issuance of the Series F bonds was registered in the Securities Registry of the Superintendency of Securities and Insurance under number 468, on July 7, 2006. The issuance contract was subsequently modified by public deed dated December 15, 2010 to adjust it to IFRS. Maintain throughout the term of this bond issuance income from the business areas of retail sales, mall management and evaluation, granting and administration of loans, a level equivalent to at least seventy percent of total consolidated income of the Issuer, corresponding to the ―income from ordinary activities‖ account of the financial statements of the Issuer, measured quarterly over 12month retroactive periods. As of December 31, 2012, 100% of total consolidated income comes from the mentioned business areas. The Issuer and/or its important subsidiaries cannot establish real guarantees, i.e. pledges and mortgages that guarantee new Bond issuances or any other money credit operation or any other loan, to the extent that the total accumulated amount of all the obligations guaranteed by the Issuer and/or its important subsidiaries exceeds 4.2% of the Issuer‘s total consolidated assets. Maximum Debt Level: As of March 31, 2010, maintain at each financial statement quarter closing a debt level in the financial statements of the issuer, defined as the sum of liabilities accounts of the Non-banking Business of the balance sheet, total current liabilities and total non-current liabilities not to exceed the maximum debt level established by the formula defined in Annex One of the respective issuance contract. As of December 31 2012 the maximum financial debt is ThCh$ 4,231,192,667 and the level of debt is ThCh$ 3,254,626,063 therefore there is compliance with the maximum debt restriction (see methodology for calculating financial covenants below., As of December 31, 2012 the Issuer complies with all the issuance contract covenants. Series G, H and J Bonds Series G, H and J bonds were issued by public deed dated March 12, 2009, modified by public deeds dated April 7, 2009 and March 29, 2011 all signed at the Santiago Notary office of Mr. Ivan Torrealba Acevedo. These bond issuances were registered in the Securities Registry of the Superintendency of Securities and Insurance (―SVS‖) under numbers 578 and 579 on April 16, 2009. Maintain throughout the term of this bond issuance income from the business areas of retail sales, mall management and evaluation, granting and administration of loans, a level equivalent to at least seventy percent of total consolidated income of the Issuer, corresponding to the ―income from ordinary activities‖ account of the financial statements of the Issuer, measured quarterly over 12month retroactive periods. As of December 31, 2012, 100% of total consolidated income comes from the mentioned business areas. 173 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) The Issuer and/or its important subsidiaries cannot establish real guarantees, i.e. pledges and mortgages that guarantee new Bond issuances or any other money credit operation or any other loan, to the extent that the total accumulated amount of all the obligations guaranteed by the Issuer and/or its important subsidiaries exceeds 5,3% of the Issuer‘s total consolidated assets. Maximum Financial Debt Level: As of March 31, 2010, maintain at each quarter closing date of the financial statements of the Issuer, a level of financial debt, defined as (i) the sum of liability accounts of the Non-banking Business balance sheet, other current financial liabilities, and other non-current financial liabilities, however this sum shall not consider the ―other financial liabilities‖ sub-account belonging to the other current and non-current financial liabilities of the Non-banking Business note (ii) less the Non-banking Business cash and cash equivalents asset account of the balance sheet, not to exceed the maximum financial debt level established by the formulas defined in Annex One of the respective issuance contract. As of December 31 2012 the maximum financial debt is ThCh$ 4,936,413,731 and the level of financial debt is ThCh$ 1,795,534,235 therefore there is compliance with the maximum debt restriction (see methodology for calculating financial covenants below). As of December 31, 2012 the Issuer complies with all the issuance contract covenants. Other Bond Issuance Lines In addition S.A,C.I, Falabella has the following registered, current and unplaced Bond Issuance Lines; therefore as of December 31, 2012 they do not imply restrictions for the Company. Line 395 Maintain throughout the term of this bond issuance income from the business areas of retail sales, mall management and evaluation, granting and administration of loans, a level equivalent to at least seventy percent of total consolidated income of the Issuer, corresponding to the ―income from ordinary activities‖ account of the financial statements of the Issuer, measured quarterly over 12-month retroactive periods. As of December 31, 2012, 100% of total consolidated income comes from the mentioned business areas. The Issuer and/or its important subsidiaries cannot establish real guarantees, i.e. pledges and mortgages that guarantee new Bond issuances or any other money credit operation or any other loan, to the extent that the total accumulated amount of all the obligations guaranteed by the Issuer and/or its important subsidiaries exceeds 7.5% of the Issuer‘s total consolidated assets. Maintain as of each quarter closing date of the financial statements of the Issuer, a financial debt ratio, measured on the figures in its financial statements, not to exceed 1.75. Financial debt ratio will be understood to be the ratio between /i/ net financial debt: /defined as the sum of liability accounts of the Non-banking Business of the balance sheet, current and non-current other financial liabilities, however this sum shall not consider the other financial liabilities sub-account belonging to the ―other current and non-current financial liabilities‖ note of the Non-banking Business, less the cash and cash equivalents asset account of the balance sheet, and /ii/ Equity: /defined as the shareholders‘ equity account. To determine the financial debt ratio, the amount of all guarantors, simple or joint and several pledges, joint and several co-debts or other guarantees, personal or real, that it or its subsidiaries have granted to guarantee the obligations of third parties, will be considered as a financial liability of the Issuer, with 174 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) the exception of: /i/ those granted by the Issuer or its subsidiaries for the obligations of other subsidiary companies of the Issuer; and /ii/ those granted by subsidiaries of the Issuer for the Issuer‘s obligations, Notwithstanding the above, the, liabilities of subsidiaries of the Issuer that currently or in the future are authorized by the relevant authorities to develop the banking line of business or that of financial institutions in Chile or abroad shall not be considered for the purposes of calculating the financial debt ratio, In all, should Promotora CMR Falabella S,A, be authorized to develop the banking or finance company line of business, then the financial debt ratio of the Issuer cannot be more than 1.3. For all purposes, possible infractions to the obligation established in this point, which are derived from a merger of the Issuer or any of its subsidiaries, or of an acquisition by the Issuer or of any of its subsidiaries, they shall not be considered as non-compliance of the Issuer with the Issuance Contract under the terms of the Eleventh Clause of the mentioned contract, for a term of nine months from the date on which the Issuer must file the first financial statements with the Superintendency after the respective merger and/or acquisition. Should it be that once the aforementioned nine-month term has expired, the Issuer cannot show compliance with the mentioned ratio; this will be considered noncompliance on the part of the Issuer with the Issuance Contract under the terms of the Eleventh Clause of the mentioned contract. In all, the Issuer – and/or its subsidiaries, as the case may be, cannot agree to a new merger or acquisition that implies infraction of the financial debt ratio established in this point, as long as the Issuer is not once again complying with it. The above, except when the merger or acquisition subsequently implies compliance with the ratio in question or a decrease in the financial debt ratio. The Issuer must send to the Representative, every time the latter requires it, the information to allow verification of the indicator referred to in this restriction. The limit as of December 31, 2012 is 0.52%, therefore the restriction is complied with. Line 467 Maintain throughout the term of this bond issuance income from the business areas of retail sales, mall management and evaluation, granting and administration of loans, a level equivalent to at least seventy percent of total consolidated income of the Issuer, corresponding to the ―income from ordinary activities‖ account of the financial statements of the Issuer, measured quarterly over 12month retroactive periods. As of December 31, 2012, 100% of total consolidated income comes from the mentioned business areas. The Issuer and/or its important subsidiaries cannot establish real guarantees, i,e, pledges and mortgages that guarantee new Bond issuances or any other money credit operation or any other loan, to the extent that the total accumulated amount of all the obligations guaranteed by the Issuer and/or its important subsidiaries exceeds 7.5 % of the Issuer‘s total consolidated assets. Maintain as of each quarter closing date of the financial statements of the Issuer, a financial debt ratio, measured on the figures in its financial statements, not in excess of 1.75. Financial debt ratio shall be understood to be the ratio between /i/ Net Financial Debt: /defined as the sum of the liability accounts of the Non-banking Business of the balance sheet, other financial liabilities, other current and non-current financial liabilities, however this sum shall not consider the ―other financial liabilities‖ sub-account belonging to the ―other current and non-current financial liabilities‖ note of the Nonbanking Business, less the ―cash and cash equivalents‖ asset account of the balance sheet, and /ii/ Equity: /defined as the shareholders‘ equity account.- To determine the financial debt ratio, the amount of all guarantors, simple or joint and several pledges, joint and several co-debts or other guarantees, personal or real, that it or its subsidiaries have granted to guarantee the obligations of third parties, shall be considered as a financial liability of the Issuer, with the exception of: /i/ those granted by the Issuer or its subsidiaries for the obligations of other subsidiary companies of the 175 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Issuer; and /ii/ those granted by subsidiaries of the Issuer for the Issuer‘s obligations, Notwithstanding the above, the, liabilities of subsidiaries of the Issuer that currently or in the future are authorized by the relevant authorities to develop the banking line of business or that of financial institutions in Chile or abroad shall not be considered for the purposes of calculating the financial debt ratio, In all, should Promotora CMR Falabella S.A. be authorized to develop the banking or finance company line of business, then the financial debt ratio of the Issuer cannot be more than 1.3. For all purposes, possible infractions to the obligation established in this point xii), which are derived from a merger of the Issuer or any of its subsidiaries, or of an acquisition by the Issuer or of any of its subsidiaries, they shall not be considered as non-compliance by the Issuer with the Issuance Contract under the terms of the Tenth Clause following, for a term of nine months from the date on which the Issuer must file the first financial statements with the Superintendency after the respective merger and/or acquisition. Should it be that once the aforementioned nine-month term has expired, the Issuer cannot show compliance with the mentioned ratio; this will be considered non-compliance on the part of the Issuer with the Issuance Contract under the terms of the Tenth Clause below. In all, the Issuer – and/or its subsidiaries, as the case may be, cannot agree to a new merger or acquisition that implies infraction of the financial debt ratio established in this point, as long as the Issuer is not once again complying with it. The above, except when the merger or acquisition subsequently implies compliance with the ratio in question or a decrease in the financial debt ratio, the Issuer must send to the Representative, every time the latter requires it, the information to allow verification of the indicator referred to in this restriction. The limit as of December 31, 2012 is 0.52%, therefore the restriction is complied with. 176 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Methodology for calculating financial covenants Maxim debt according to Covenants Bonds Lines 394 (D), 468 (F), 578 (G y H) and 579 (J) and Lines 395 and 467 CALCULATION OF MAXIMUM DEBT ACCORDING TO BOND COVENANT LINES 394 (D) AND 468 (F), Figures expressed in ThCh$ Currency As of Dec-31-12 As of Dec-31-11 Period closing i 12/31/2012 12/31/2011 Period closing i-1 09/30/2012 09/30/2011 22,840,75 22,294,03 1.1% 1,28% (1.15)% (2.53)% UF i Ch/UF Variation UF % Variation % Sol/ US$ dollar period Variation % Ars/ US$ dollar period 4.46% 2.13% Variation % Cop/ US$ dollar period (1.79)% (1.44)% 3,474,373,045 3,298,892,475 Total shareholders‘ equity ThCh$ Dividends payable ThCh$ 46,102,631 63,603,399 Change in shareholders’ equity i ThCh$ (20,839,544) 66,535,901 ThCh$ 2,663,196,704 2,421,552,691 Property, plant and equipment in Chile Deferred taxes en i-1 a Chile i-1 b ThCh$ 241,317,333 203,715,944 Adjustment for initial revaluation to IFRS in Chile c ThCh$ 878,140,797 878,140,797 Deferred taxes in Chile Price-level restatement of property, plant and equipment in Chile i-1 Investment in Peru i ThCh$ 149,283,935 149,283,935 ThCh$ 18,713,062 19,030,368 ThCh$ 441,382,000 373,965,000 Investment in Argentina i ThCh$ 87,743,000 83,863,000 Investment in Colombia i ThCh$ 173,498,000 123,755,000 Adjustment for investments outside Chile i ThCh$ (4,296,144) (5,882,530) Maximum debt i-1 ThCh$ 4,218,341,467 3,849,954,174 Maximum debt i ThCh$ 4,255,333,067 4,018,685,314 Level of debt ThCh$ 3,254,469,725 2,902,460,014 d a Net of accumulated depreciation, b Associated to "property, plant and equipment" and to "investment properties", c Associated to "property, plant and equipment" and to "investment properties" as of December 31, 2009, Associated to the beginning revaluation adjustment for IFRS of the "property, plants and equipment" and "investment properties" account as of December 31, 2009, d 177 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) CALCULATION OF MAXIMUM FINANCIAL DEBT ACCORDING TO BOND COVENANT LINES 578 (G and H), 579 (J), (Includes CMR in the balance sheet) Figures expressed in ThCh$ Currency Period closing i As of Dec-31-12 As of Dec-31-11 12/31/2012 12/31/2011 09/30/2012 09/30/2011 22,840,75 22,294,03 1.11% 1.28% Variation % Sol/ US$ dollar period (1.15)% (2.53)% Variation % Ars/ US$ dollar period 4.46% 2.13% Variation % Cop/ US$ dollar period 1.79% 1.44% Period closing i-1 UF i Ch/UF Variation UF % Total shareholders‘ equity i ThCh$ 3,474,373,045 3.298.892.475 Dividends payable i ThCh$ 46,102,631 63.603.399 ThCh$ (20,839,544) 66.535.901 ThCh$ 2,663,196,704 2.421.552.691 ThCh$ 241,317,333 203.715.944 ThCh$ Variation in shareholders’ equity Property, plant and equipment en Chile i-1 a Deferred taxes en Chile i-1 b Adjustment on initial IFRS revaluation in Chile 878,140,797 878.140.797 Deferred taxes en Chile d Price-level restatement of property, plant & equipment in Chile i-1 Investment in Peru i ThCh$ 149,283,935 149.283.935 ThCh$ 18,713,062 19.030.368 ThCh$ 441,382,000 373.965.000 Investment in Argentina i ThCh$ 87,743,000 83.863.000 Investment in Colombia i ThCh$ 173,498,000 123.755.000 Adjustment on investment outside Chile i ThCh$ (4,296,144) (5.882.530) Maximum Financial Debt i-1 ThCh$ 4,921,420,421 4.491.634.682 Maximum Financial Debt i ThCh$ 4,964,577,531 4.688.487.953 Level of Financial Debt ThCh$ 1,795,831,486 1.647.293.907 c a Net of accumulated depreciation, b Associated to "property, plant and equipment" and to "investment properties", Associated to "property, plants and equipments" and to "investment properties" as of December 31, 2009, Associated to adjustment on initial IFRS revaluation of the "property, Plant and equipment" and "investment properties" accounts as of December 31, 2009, c d 178 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) CALCULATION OF FINANCIAL DEBT RATIO LINES 395, 467, (Includes CMR in the balance sheet) Figures expressed in ThCh$ Currency As of Dec-31-12 As of Dec-31-11 1,647,293,907 Level of financial debt ThCh$ 1,795,534,235 Total shareholders‘ equity i ThCh$ 3,474,373,045 Financial Debt Ratio 0.52 3,298,892,475 0.50 Commercial paper On June 30, 2008, the Superintendency of Securities and Insurance registered Line No. 28 of Commercial paper in the Securities Registry, for a maximum amount of UF 1,000,000. On October 22, 2008, the Superintendency of Securities and Insurance registered Lines No. 35, 36, 37 and 38 of Commercial paper in the Securities Registry for a maximum amount of UF 1,000,000. As of December 31, 2012, there are no current placements. Issuance contracts do not contemplate any type of financial covenant or guarantee, therefore as of December 31, 2012 there are no restrictions for the Company. Other financial obligations entered into by the Company with banks or financial institutions, both current and non-current, are not subject to any type of financial covenants, Sodimac S.A. Restrictions and safeguards on Bond lines The Bond issuance lines of Sodimac S.A., registered in December 2007 and adjusted to IFRS in December 2010, and with current issuances of Series D and F, establish obligations and limitations for the Company as protection to bondholders. This includes, among other things, levels of debt the duty to inform bondholders the Company‘s financial statements and compliance with the obligations, limitations and prohibitions established in issuance contracts. The level of financial debt required in the bond issuance contracts, for serie F is 1.5. As of December 31, 2012, the level of financial debt is: 0.35. Level of debt is understood to be the net debt ratio (consolidated) defined as the ratio between net financial debt obtained when adding the items of other current and non-current financial liabilities, subtracting cash and cash equivalents, and (ii) shareholders‘ equity defined as total shareholders‘ equity plus the annual provision for dividends payable. Maintain assets free of all pledges, mortgages or other encumbrance for a carrying amount of at least equal to 1,20 of its demand liabilities without guarantors; calculated quarterly according to the quarterly consolidated balance sheets of the Issuer- For this purpose, the Issuer shall send to the Representative of bondholders, within the same period of time in which the financial statements must be presented to the Superintendency of Securities and Insurance, a detail of the following figures: total assets free of pledges, mortgages or other encumbrances and demand liabilities without guarantee. 179 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) As of the date of preparation of these financial statements, the Company complies with all the financial obligations and indicators established in the mentioned contracts. The other financial obligations entered into by the Company with banks and financial institutions, both current and non-current are not subject to any type of restriction or guarantee. Plaza S.A. (Mall Plaza) As of December 31, 2012, the Company has financial restrictions established in public bond issuance contracts and/or financing with financial institutions. The main safeguards in respect to Series A and D bonds, issued with a charge to Bond Line No. 583 registered in the Securities Registry on April 30, 2009, in respect to the Series C and E Bonds issued with a charge to Bond Line No. 584 registered in the Securities Registry on April 30, 2009, in respect to Series G and I Bonds issued with a charge to Bond Line No. 669 registered in the Securities Registry on May 30, 2011, and regarding Series H and K Bonds issued with a charge to Bond Line No. 670 registered in the Securities Registry on May 30, 2011, are as follows: I) Level of debt As of March 31, 2010, maintain as of each quarter closing date of the financial statements of the Issuer, a level of debt defined as the sum of the other current and non-current financial liabilities, divided by the value of the UF as of the closing date of the consolidated statement of financial position of the Issuer less than or equal to the value established by formula. The detail of the calculation of the maximum level of debt established in the Tenth Clause, number one of the Bond Issuance Contracts by Line of Debt Titles at 10 years and 30 years, and their modifications. 180 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) DETAIL OF CALCULATION OF MAXIMUM DEBT ACCORDING TO BOND COVENANT LINES 583, 584, 669 and 670 Currency As of Dec-31-12 As of Dec-31-11 Period i 12/31/2012 12/31/2011 Period i-1 09/30/2012 09/30/2011 UF i Ch/UF 22,840,75 22.294,03 UF i-1 Ch/UF 22,591,05 22.012,69 Cash and cash equivalents for the period i ThCh$ 44,151,967 11.335.574 Cash and cash equivalents for the period i-1 ThCh$ 64,636,883 10.334.375 Variation in cash i ThCh$ (20,484,916) 1.001.199 Variation in cashi Thousands UF (897) 45 Third party guarantees There are none - - Total shareholders‘ equity i ThCh$ 1,148,180,762 1.114.238.406 Dividends payable i ThCh$ 14,417,338 19.933.148 Total shareholders‘ equity i-1 ThCh$ 1,137,654,459 1.103.737.007 Dividends payable i-1 ThCh$ - - Variation Shareholders‘ equity i ThCh$ 24,943,641 30.434.547 1,092 1.365 Investment properties i-1 a ThCh$ 1,827,136,966 1.681.165.278 Deferred taxes Investment properties b ThCh$ 216,490,552 183.150.313 Adjustment for initial revaluation of investment properties to IFRS c ThCh$ 874,483,983 874.483.983 Deferred taxes on initial revaluation of investment properties ThCh$ 148,662,277 148.662.277 Variation Shareholders’ equity i Thousand UF d Percentage variation of the UF e ThCh$ 1,11% 1,28% Price-level restatement of investment properties in Chile i-1 ThCh$ 9,780,012 9.869.255 Price-level restatement of investment properties in Chile i-1 Thousand UF 428 443 Adjustment for investment properties outside of Chile i-1 Thousand UF 1,853 602 Maximum debt i-1 Thousand UF 63,508 46.883 Maximum debt i Thousand UF 69,359 51.749 a Investment properties en Chile net of accumulated depreciation b Associated to investment properties in Chile Of investment properties as of December 31, 2009 Associated to the adjustment on initial revaluation due to IFRS of investment properties as of December 31, 2009, Represents 17% of the adjustment for initial revaluation to IFRS e Percentage variation between the values of UFi and UFi-1 c d 181 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) As of December 31, 2012, maximum debt amounts to ThUF 69,359. Current debt as of the same date is ThUF 27,576; therefore the Company complies with the restriction. II) Essential assets Assets corresponding to 500,000 leasable m2 in Chile that are directly owned by the Issuer or through subsidiaries or associates or regarding which the Issuer or any of its subsidiaries or associates are concessionaries by virtue of concession contracts whose term is equal to or greater than the maturity term of current Bonds issued with a charge to the Lines. For this purpose, in order to determine the leasable square meters in Chile that are owned by subsidiaries or associates of the Issuer, or of which they are concessionaries in accordance with what has just been stated. Only the amount resulting from multiplying (i) all leasable square meters in Chile owned by each subsidiary or associate or that they have in concession; by (ii) the percentage of direct or indirect ownership of the Issuer in the respective subsidiary or associate will be used. As of the date of these financial statements all the covenants established in the debt contracts have been complied with. Promotora CMR Falabella S.A. (CMR) Bond Lines On February 27, 2012 the Superintendency of Securities and Insurance registered in the Securities Registry, under No. 703 and 704, Electronic bearer bonds in the name of Promotora CMR Falabella S.A. for a maximum amount of UF 3,000,000 and UF 2,000,000 respectively. The first issuance cannot exceed UF 3,000,000. To date of these Financial Statements there have been no issuances with a charge to these lines. Main safeguards and financial restrictions: Control of the Issuer must be maintained in S.A.C.I. Falabella, directly or indirectly. For this purpose, must follow what is established in article No. 97 and following of the Securities Market Law. If during the term of the Bonds issued with a charge to the Line, in accordance with its latest financial statements, the Issuer should destine an amount in excess of 30% of total assets to the placement of one or more securitized bonds, in order to establish the underlying asset of those issuances, the Issuer must offer each of the eligible bondholders a voluntary redemption option, under identical conditions for all, in conformity with what is established in article No. 130 of the Securities Market Law, under the terms indicated in the issuance contract. The Issuer and/or its subsidiaries cannot grant real guarantees that guarantee new bond issuances, commercial paper, any cash credit operation or any other credit to the extent that the total accumulated amount of all obligations guaranteed by the Issuer and/or its subsidiaries exceeds 7.5% of the total assets of the Issuer. 182 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Further details can be found in the respective issuance contracts. No limits in debt indexes or ratios of the Issuer are contemplated. Commercial paper On February 27, 2012 the Superintendency of Securities and Insurance registered in the Securities Registry, under the No. 090, 091 and 092 electronic bearer promissory notes in the name of Promotora CMR Falabella S.A, for a maximum amount of UF 1,000,000, UF 1,000,000 and UF 1,000,000, respectively. As of thedate of these Financial Statements there have been no issuances with a charge to these lines. Main safeguards and financial restrictions: Control of the Issuer must be maintained in S.A.C.I. Falabella, directly or indirectly. For this purpose, must follow what is established in article No. 97 and following of the Securities Market Law. If during the term of the Bonds issued with charge on the line, in accordance to the latest financial statements, the issuer will allocate an amount exceeding 30% of total assets to the placement of one or more securitized bonds, to form the underlying asset of such issuances, the issuer shall provide to each Eligible Bondholders a volunteer rescue option, under identical conditions for all, according to Article No. 130 of the Securities Market Law, under the terms stated in the Issuance Contract. Further details can be found in the respective issuance contracts. No limits in debt indexes or ratios of the Issuer are contemplated. Securitized Bond By general public deed dated August 7, 2008 signed at the Santiago Notary office of Mr. Raúl Iván Perry and specific public deed and contract to manage loans that integrate Patrimonio Separado No. 21, all dated August 7, 2008, signed before the same Notary Public. The certificate of the registration of the issuance is No. 571 of the Securities Registry dated March 20, 2009. The total value of the issuance is MCh$ 115,000. The preparation of those financial statements and their corresponding notes are the responsibility of BCI Securitizadora S.A., administrator of Patrimonio Separado No. 21. The main safeguards and financial restrictions are published by BCI Securitizadora S.A. in the Superintendency of Securities and Insurance. 183 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Securitized bond triggers: Triggers Collateral ratio (Securitized portfolio / preferential Series A issuance) Overdue portfolio ratio 181- 210 days 61- 90 days Monthly payment rate (TPM) Renegotiations (Total renegotiations / securitized portfolio) Monthly Yield Rate (TYM) (Yield/securitized portfolio) Level required > 1,278 < < > 3.0% 4.5% 14.0% < 4.5% > 1.8% As of December 31, 2012 the Issuer complies with all the issuance contract triggers. As of December 31, 2012, there are no other financial obligations with covenants. Banco Falabella In the case of the Banking Business in Chile, there are current bonds issued by Banco Falabella. Those obligations do not have financial covenants. In addition Banco Falabella has current lines of credit that do not have financial covenants. Peru As of December 2012 close, there are approximately 20 financial obligations that the main 5 subsidiaries of Falabella Peru (Saga Falabella, Hipermercados Tottus, Sodimac Peru, Open Plaza and Banco Falabella) must comply with and report to the respective creditors each quarter. These obligations are reported to the respective banks and representatives of the bondholders. Financial obligations to which the companies of the group are subject can be grouped into 3 categories: debt ratios, solvency ratios, and guarantee ratios. Regarding debt ratios in the case of retailers the strictest one is the debt index (total liabilities / total shareholders‘ equity net) less than or equal to 2.80 which as of December 2012 has beenfulfilled by the Company, which reports a ratio of 1.45. In the case of the real estate company, the most restrictive is a debt ratio of less than or equal to 1.60x. As of December 2012 this financial obligation is complied with by the company reporting a ratio of 0.65x. In the case of the solvency ratios the most restrictive one is the debt service coverage ratio (EBITDA / debt service) greater than or equal to 1.60, which as of December 2012 is complied with by the corresponding company reporting a ratio of 2.14x. In the group of guarantee ratios, we have mainly the obligations that imply maintaining a level of coverage of ceded cash flows (credit card payments) over debt service. The most restrictive cash flows coverage ratio (cash flows /debt service) is 3.0. As of December 2012 this financial obligation is complied with by the company maintaining a ratio of 10.43x. 184 S.A.C.I. Falabella and Subsidiaries Notes to the Consolidated Classified Financial Statements (Translation of consolidated financial statements originally issued in Spanish – see Note 2.1) Note 40 – Events Occurred After the Balance Sheet Date The consolidated financial statements of S.A.C.I. Falabella and subsidiaries as of December 31, 2012, have been approved at board of directors ordinary meeting held on March 5, 2013 , which was attended by the General Manager and Directors detailed as follows: - Juan Cuneo Solari, President Carlo Solari Donaggio, Vice-president María Cecilia Karlezi Solari, Director Carlos Alberto Heller Solari, Director Juan Carlos Cortés Solari, Director Sergio Cardone Solari, Director José Luis Del Río Goudie, Director Hernán Büchi Buc, Director Carolina Del Río Goudie, Director Sandro Solari Donaggio, Corporate General Manager On January 10, 2013, Sodimac made the first placement in the local bond market and bearer dematerialized under the lines above, the terms most relevant are: 1. Series H bonds issued under the bond line No. 676, for a total amount of UF 1,000,000 maturing on December 3, 2017, in which we obtained a placement rate of 3.74%. 2. K Bonds issued under the bond line No. 677, for a total amount of UF 1,500,000 maturing on December 3, 2033, in which we obtained a placement rate of 3.94%. Funds from the placement of the Series H Bonds and aforementioned K is used to finance the investments of the Issuer and / or its subsidiaries and the payment or prepayment of liabilities for short or long term the Issuer and / or its Subsidiaries respectively. During the month of January 2013 the Company Promotora CMR Falabella S.A. permormed 3 EECC emissions under the line No. 090 registered in the securities registration, wich are detailed below: EECC Emissions Amount ThCh$ Placement date Serie 1 5,000,000 January 11, 2013 March 28, 2013 5.87% Serie 2 5,000,000 January 16, 2013 April 12, 2013 5.84% Serie 3 5,000,000 January 23, 2013 23 de enero de 2013 April 30, 2013 5.83% Expiration Date Placement rate Subsequently, as of December 31, 2012 and up to the date of issuance of these financial statements, there is no knowledge of other events of a financial or other nature that significantly affect their balances or interpretation. 185