LARRAIN VIAL S.A. CORREDORA DE BOLSA AND SUBSIDIARY

Transcription

1 LARRAIN VIAL S.A. CORREDORA DE BOLSA AND SUBSIDIARY Consolidated Financial Statements as of December 31, 2012 and 2011 and for the years then ended (With Independent Auditors Report Thereon)

2 CONTENTS Independent Auditors Report Consolidated Statements of Financial Position Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows : Amounts expressed in thousands of Chilean pesos UF : Amounts expressed in Unidades de Fomento US$ : Amounts expressed in United States dollars ThUS$ : Amounts expressed in thousands of United States dollars

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5 CONTENTS Page Consolidated Statements of Financial Position 3 Consolidated Statements of Comprehensive Income 5 Consolidated Statements of Changes in Equity 7 Consolidated Statements of Cash Flows 9 NOTES 1. Reporting Entity Basis of preparation Significant accounting policies Financial risk management Use of Estimates and judgments Adjustment and foreign currency translation differences Cash and cash equivalents Financial instruments by Category Financial instruments at fair value securities owned Financial instruments at amortized value securities owned Financial instruments at amortized value financing operations Derivatives Receivables from brokers and dealers Receivables for securities owned Balances and transactions with related parties Investments in other companies Intangible assets Property and equipment Financial liabilities at fair value Financing obligations Bank borrowings Payables to brokers and dealers Payables for securities owned Other receivables and payables Provisions Income (expense) by market line of business Income tax and deferred taxes Contingencies and commitments Equity Sanctions Relevant events Subsequent events 95

6 Consolidated Statements of Financial Position as of December 31, 2012 and 2011 Statements of Financial Position Note Assets Cash and cash equivalents 7 30,229,995 24,340,715 Financial instruments 124,535, ,424,919 At fair value available securities owned 17,753,953 43,630,756 Equity securities (IRV) 9 5,715,006 27,306,022 Debt securities and financial brokerage (IRF and IIF) 9 12,038,947 16,324,734 At fair value- committed securities owned 9 81,035,343 51,708,413 Debt securities and financial brokerage 9 81,035,343 51,708,413 At fair value- derivative financial instruments 12 1,520,239 3,996,404 At amortized cost- financing operations 24,225,764 14,089,346 Securities borrowed and purchased under resale agreements on IRV 11 19,746,670 12,338,553 Securities borrowed and purchased under resale agreements on IRF and IIF 11 4,177, ,472 Other ,785 1,129,321 Receivables from brokers and dealers 13 63,724, ,780,355 Receivables for securities owned , ,166 Trade receivables due from related parties 15 39,661,897 24,551,928 Other receivables 24 18,929,635 44,008,372 Current tax assets 27 4,192,071 2,519,805 Deferred taxes , ,707 Investments in other companies 16 2,441,179 2,364,735 Intangible assets 17 2,179, ,986 Property and equipment 18 2,984,937 3,186,455 Other assets 2,944,852 2,865,561 Total assets 292,654, ,371,704 The accompanying notes 1 to 32 form an integral part of these consolidated financial statements. 3

7 Consolidated Statements of Financial Position, continued as of December 31, 2012 and 2011 Liabilities and equity Note Financial liabilities 99,617,691 57,284,404 At fair value- derivative financial instruments 12 1,821,562 3,986,798 Financing obligations 85,711,989 52,678,396 Securities loaned and obligations under repurchase agreements on IRF and IIF 20 85,511,530 51,780,983 Other , ,413 Bank borrowings 21 12,084, ,210 Payables to brokers and dealers 22 54,672, ,858,972 Payables for securities owned 23-20,066,872 Trade payables due to related parties 15 17,525,221 1,926,936 Other payables 24 36,890,818 65,350,819 Provisions 25 2,815,520 1,765,400 Current tax liabilities ,949 - Deferred taxes ,657 8,780 Total liabilities 211,908, ,262,183 Equity Capital 29 9,933,857 9,933,857 Reserves 29 1,638,592 1,545,788 Retained earnings 29 62,629,875 45,425,964 Profit for the year 29 6,469,333 17,203,912 Equity attributable to the owners of the Parent 80,671,657 74,109,521 Non-controlling interests 75,094 - Total equity 80,746,751 74,109,521 Total liabilities and equity 292,654, ,371,704 The accompanying notes 1 to 32 form an integral part of these consolidated financial statements. 4

8 Consolidated Statements of Comprehensive Income for the years ended December 31, 2012 and 2011 Note Brokerage income and expense Trading fee and commission income 11,737,467 13,617,362 Fee and commission expense (2,163,420) (2,604,665) Other commissions 13,972,019 12,865,286 Total brokerage income 23,546,066 23,877,983 Service revenue Revenue from portfolio management 1,507,092 1,553,018 Revenue from financial advisory 479,436 2,571,407 Other revenue 1,276, ,123 Total service revenue 3,262,776 4,832,548 Income from financial instruments At fair value 10,078,946 9,110,196 At fair value derivatives 375,361 (800,534) At amortized cost- financing operations 1,307,818 1,477,169 Total income from financial instruments 11,762,125 9,786,831 Expense from financing operations Financing expenses (4,082,202) (3,095,910) Other finance expenses (559,932) (919,282) Total expense from financing operations (4,642,134) (4,015,192) The accompanying notes 1 to 32 form an integral part of these consolidated financial statements. 5

9 Consolidated Statements of Comprehensive Income, continued for the years ended December 31, 2012 and 2011 Note Administrative and selling expenses Personnel expenses (8,710,434) (8,328,803) Selling expenses (24,879,481) (21,604,801) Other administrative expenses (1,153,949) (959,424) Total administrative and selling expenses (34,743,864) (30,893,028) Other income (expense) Adjustment and foreign currency translation differences 6 (1,180,763) 1,016,481 Share of profit of equity-accounted investees 7,604,074 13,086,277 Other income (expense) 263,330 (554,521) Total other income 6,686,641 13,548,237 Profit before income tax expense 5,871,610 17,137,379 Income tax expense ,723 66,533 Profit for the year 6,469,333 17,203,912 Other comprehensive income: Profit for the year 6,469,333 17,203,912 Income (expense) recognized with a credit (debit) to equity: Financial assets at fair value through equity 16 c 111, ,321 Share of other comprehensive income of equity-accounted in (18,355) - Total income (expense) recognized with a credit (debit) to equity 92, ,321 Total comprehensive income for the year 6,562,137 17,566,233 The accompanying notes 1 to 32 form an integral part of these consolidated financial statements. 6

10 Consolidated Statements of Changes in Equity for the years ended December 31, 2012 and 2011 As of December 31, 2012 Statements of Changes in Equity Reserves Financial Equity assets at fair Revaluation of attributable to value through property, plant Retained Profit for the the owners of Non-controlling Total equity, Capital equity and equipment Other earnings year the Parent interests net Opening balance as of January 1, ,933,857 1,788,077 - (242,289) 45,425,963 17,203,912 74,109,520-74,109, Business combination Comprehensive income for the year ,469,333 6,469,333-6,469, Total income (expense) recognized with a credit (debit) to equity Profit for the year ,469,333 6,469,333-6,469, Transfers to retained earnings ,203,912 (17,203,912) Distribution of dividends or profitsharing Other adjustments to equity - 111,159 - (18,355) ,804 75, , Balance as of December 31, ,933,857 1,899,236 - (260,644) 62,629,875 6,469,333 80,671,657 75,094 80,746,751 The accompanying notes 1 to 32 form an integral part of these consolidated financial statements. 7

11 Consolidated Statements of Changes in Equity, continued for the years ended December 31, 2012 and 2011 As of December 31, 2011 Statements of Changes in Equity Reserves Financial assets Revaluation of Provisional at fair value property, plant Retained Profit for the dividends or Capital through equity and equipment Other earnings year profit-sharing Total Opening balance as of January 1, ,933,857 1,467,761 - (242,289) 36,794,199 20,631,765 (12,000,000) 56,585, Capital increase (decrease) Comprehensive income for the year ,203,912-17,203, Total income (expense) recognized with a credit (debit) to equity Profit for the year ,203,912-17,203, Transfers to retained earnings ,631,765 (20,631,765) Distribution of dividends or profit-sharing (12,000,000) - 12,000, Other adjustments to equity - 320, , Balance as of December 31, ,933,857 1,788,077 - (242,289) 45,425,964 17,203,912-74,109,521 The accompanying notes 1 to 32 form an integral part of these consolidated financial statements. 8

12 Consolidated Statements of Cash Flows years ended December 31, 2012 and 2011 Net cash flows from operating activities Fees and commissions received (paid) 23,546,066 28,566,928 Net proceeds (expenditures) from brokerage customers 14,932,247 (8,825,635) Net proceeds (expenditures) from financial instruments at fair value 10,078,946 2,466,831 Net proceeds (expenditures) from derivative financial instruments 375,361 (67,075) Net proceeds (expenditures) from financial instruments at amortized cost 1,307,818 - Net proceeds (expenditures) from financial advisory, portfolio management and custody of securities 1,986,529 1,553,018 Administrative and trading expenses paid (33,968,362) (16,497,068) Expenditures from taxes (1,784,439) (2,527,720) Other net inflows (outflows) from operating activities 333,572 (5,787,264) Net cash flows from (used in) operating activities 16,807,738 (1,117,985) Net cash used in financing activities Net proceeds (expenditures) from financial liabilities 11,464, Net proceeds (expenditures) from related party financing (28,957,993) (19,430,735) Capital increases - - Distribution of income and capital - - Other net inflows (outflows) from financing activities - - Net cash used in financing activities (17,493,063) (19,430,657) Net cash from investing activities Proceeds from sale of premises and equipment - - Proceeds from sale of investments in companies - - Dividends and other income received from investments in companies 7,604,075 13,058,023 Acquisition of premises and equipment (1,445,427) - Investments in other companies - - Other net inflows (outflows) from investing activities 75,093 - Net cash from investing activities 6,233,741 13,058,023 Net cash flows for the year 5,548,416 (7,490,619) Effect of exchange rate fluctuations on cash and cash equivalents 340,864 - Net (decrease) increase in cash and cash equivalents 5,889,280 (7,490,619) Cash and cash equivalents as of January 1 24,340,715 31,831,334 Cash and cash equivalents as of December 31 total net cash for the year 30,229,995 24,340,715 The accompanying notes 1 to 32 form an integral part of these consolidated financial statements. 9

13 as of December 31, 2012 and 2011 Note 1 Reporting Entity Company name: Larraín Vial S.A. Corredora de Bolsa: Taxpayer ID: Legal address: Av. El Bosque Norte N 0177, Las Condes. Date of incorporation: 10/08/1954 Registration number: 6 Line of business: Security brokerage. Shareholders: Asesorías Larraín Vial Ltda. 49% Larraín Vial S.A. 51% Total 100% The Company was incorporated on August 10, 1954, is subject to the regulations in the Securities Market Act, No and is under the oversight of the Chilean Superintendence of Securities and Insurance (SVS). The Company's line of business is conducting brokerage operations on behalf of third parties acting as a stock broker, conducting all types of activities performed by stock brokers in accordance with all the legal and regulatory provisions currently in force or enacted in the future, as well as the performance of all those supplementary activities that the Chilean Superintendence of Securities and Insurance authorizes or has authorized for the performance by stock brokers. Larraín Vial S.A. Corredora de Bolsa s main line of business is the brokerage of securities and performs operations on its own or on behalf of third parties. However, its line of business allows it perform a variety of operations in accordance with legal regulations currently in force. The Company's main lines of business include shares, simultaneous transactions, agreements, debt securities, mutual funds, forward operations and portfolio management. 10

14 as of December 31, 2012 and 2011 Note 1 Reporting entity, continued Economic Group to which the Company belongs 11

15 as of December 31, 2012 and 2011 Note 1 Reporting entity, continued Businesses/services on behalf of third parties 12 No. of unrelated clients Number of related clients 57 Bis 22 1 Portfolio management APV (Voluntary Pension Savings) 4, Financial advisory services 2, Formal exchange rate 1, Securities borrowed and purchased under resale agreements and IIF 14 - Investment fund shares 2, Custody 15, Forward derivatives 10 - Mutual funds 3, Financial brokerage Foreign investments 1, Debt securities Equity securities 18, Simultaneous transactions 65 5 Securities borrowed and purchased under resale agreements and IIF Short sales 49 - Description of main businesses: The Company s main lines of business or products on its own or on behalf of third parties are as follows: - Equity securities brokerage. Purchase and sale of shares in the domestic market obtaining revenue from fees and commissions collected from clients. - Debt securities brokerage: Relates to the purchaser and sale of debt and financial brokerage securities from which the Company obtains income from fees and commissions collected from clients. - Portfolio management: Relates to the business performed using the resources from a client to be managed by the broker on behalf of and at the risk of the client. - Security custody: Services provided by the broker to secure absolute assurance on the custody of its equity, debt or financial brokerage securities. - Securities loaned and obligations under repurchase agreements: Operation in which the broker sells to its client certain public offering securities by executing simultaneously and with the client a repurchase agreement for those securities. - Securities borrowed and purchased under resale agreements: Operation in which the broker acquires from its client certain public offering securities by executing simultaneously and with the client a repurchase agreement for those securities.

16 as of December 31, 2012 and 2011 Note 2 Basis of preparation (a) Statement of Compliance with IFRS The financial statements of Larraín Vial S.A Corredora de Bolsa and subsidiary have been prepared in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (hereinafter IASB). The financial statements were authorized for issue by the Board of Directors on February 26, (b) Basis of consolidation The consolidated financial statements include the assets, liabilities profits or loss and cash flows of the Company and its subsidiary. Subsidiaries are entities where the Parent controls the majority of voting rights or is entitled to manage these entities' financial and operating policies, in conformity with International Accounting Standards No.27 'Consolidated and Separate Financial Statements.' Balances and transactions conducted with the subsidiary and revenue and expenses (except for gains or losses on foreign Exchange transactions) have been eliminated during the preparation of the consolidated financial statements. The company included in consolidation is detailed as follows: Company name Investment date Country of origin Direct ownership 2012 L.V. Comisionista de Bolsa Colombia 94.99% The subsidiary L.V. Comisionista de Bolsa was incorporated on December 27, 2012 with opening capital of ThUS$3,000. (c) Period covered by the financial statements These financial statements of Larrain Vial S.A Corredora de Bolsa and subsidiary comprise the consolidated statements of financial position and changes in equity as of December 31, 2012 and 2011, the consolidated statements of comprehensive income and cash flows for the years ended December 31, 2012 and

17 as of December 31, 2012 and 2011 Note 3 Significant accounting policies (a) Functional and presentation currency Items in the Company's and subsidiary s financial statements are translated to functional currency; i.e., the currency of the main economic environment where the entity operates using the exchange rate in force at the transaction date and/or the closing date of the financial statements. According to an analysis of IAS 21 the Company s functional and presentation currency for the financial statements is Chilean pesos. All the information presented in Chilean pesos has been rounded to the nearest thousand. The balances of assets and liabilities in foreign currency and UF have been translated to Chilean pesos according to the exchange rates in force at each year-end. (b) Going concern assumption In preparing the financial statements the Company assessed its ability to continue as a going concern. The Company s Management does not believe significant uncertainty exist relative to events or conditions which may raise significant uncertainty as to the Company s ability to continue as a going concern. (c) Significant reclassifications During 2012, there have been no significant reclassifications in the Company s financial statements. a) Basis of measurement These consolidated financial statements have been prepared on the historical basis except for the following material items: - Financial instruments classified at fair value through profit or loss are measured at fair value and the effects are recognized in profit or loss. - Financial instruments at amortized cost relate to non-derivative financial assets with fixed or determinable payments that are not traded in a stock market and have the characteristics of a loan. - Investments in other companies are presented at fair value through equity. The fair value is determined by the amount of the last transaction reported by the stock markets. - Held-to-maturity financial instruments are stated at amortized cost discounting at the effective interest rate less any impairment loss. - Liabilities are measured at amortized cost. 14

18 as of December 31, 2012 and 2011 Note 3 Significant accounting policies, continued (c) Significant reclassifications, continued Standards b) Application of new standards effective and not effective Improvements and amendments to IFRSs at the date of issuance of these financial statements, as well as interpretations are detailed as follows: Interpretations Mandatory application date Impact assessment IAS 32 Financial Instruments: Presentation January 1, 2011 Being assessed IFRS 9 Financial instruments January 1, 2013 Early application IFRS 7 Disclosures Offsetting of financial assets and financial liabilities January 1, 2013 No impact. IFRS 10 Consolidated financial statements. January 1, 2013 Being assessed IFRS 11 Joint Arrangements January 1, 2013 Being assessed IFRS 12 Disclosure of Interests in Other Entities. January 1, 2013 Being assessed IFRS 13 Fair Value Measurement. January 1, 2013 No impact. IAS 19 Employee Benefits. January 1, 2013 No impact. IAS 27 Consolidated and Separate Financial Statements January 1, 2013 Being assessed IAS 28 Investments in Associates and Joint Ventures January 1, 2013 Being assessed (d) Cash and cash equivalents The Company considers cash in banks and on hand and balances in current accounts, as well as highly-liquid short-term investments made as part of the regular management of cash surpluses that are readily convertible into known amounts of cash with original maturities equal to or less than 90 days from the date of acquisition, which are subject to insignificant risk of changes in their fair value, to be cash and cash equivalents. These items are measured at amortized cost or fair value through profit or loss. (e) Financial assets and financial liabilities The Company classifies its financial assets as follows: At fair value through profit or loss and financial assets at amortized cost. The classification depends on the purpose with which financial assets were acquired. Management determines the classification of its assets at the time of initial recognition. 15

19 as of December 31, 2012 and 2011 Note 3 Significant accounting policies, continued (e) Financial assets and liabilities, continued Financial assets and liabilities at amortized cost (i) Financial assets at amortized cost Financial instruments at amortized cost are non-derivative assets with fixed or determinable payments on which Management has the intent of receiving flows of interests, adjustments and foreign currency differences in accordance with the instrument's contractual terms. This caption mainly includes those financial assets listed below. (ii) Securities borrowed and purchased under resale agreements in equity instruments (simultaneous transactions) Share simultaneous transactions for investment purposes are included in assets as rights and measured and accrued on a daily basis at cost plus the amount equivalent from the straight-line application of the embedded increase percentage between the disposal value at the date of subscription and the amount receivable agreed. (iii) Securities borrowed and purchased under resale agreements in debt and financial brokerage securities (agreements) Repurchase agreements are performed as a financing method, investments are sold subject to a repurchase obligation that is used as guarantee for the loan. The repurchase obligation is classified under financing obligations within liabilities, which are measured at amortized cost at the interest rate agreed. (iv) Financial liabilities at amortized cost in the securities market The amortized cost of a financial liability is the initial measure of such liability less principal reimbursements plus or minus accumulated amortization calculated using the effective interest rate method of any difference between the initial amount and the reimbursement amount on the maturity date. After initial recognition, the Company will measure all its financial liabilities at amortized cost using the effective interest rate method, except for those that had been designated as measured at fair value through profit or loss (application of the fair value option). 16

20 as of December 31, 2012 and 2011 Note 3 Significant accounting policies, continued (e) Financial assets and liabilities, continued Financial assets and liabilities at fair value These are measured at fair value according to the market prices at the reporting date. These investments are initially recognized at cost and subsequently their value is adjusted on the basis of the market value with daily recognition of the effect on profit or loss. The fair value of investments held for trading is measured on the basis of trading in active markets. The main financial assets that the Company holds as trading portfolio are as follows: Domestic and foreign shares traded in a stock exchange (ADR`s). Shares of mutual funds. Debt securities Investment fund shares In conformity with IFRS, the Management of Larraín Vial has decided that the fair value of these instruments will be their transaction amount to the extent that these are acquired in an active market, recording in profit or loss the related transaction costs and the difference resulting from the adjustment of the acquisition cost to market value. The fair value of shares of mutual funds and investment funds will be the surrender value at year-end. Debt securities agreements Rights on securities related to unmatched purchase agreements are recorded at market value according to the Internal Rate of Return (IRR) at year-end. The difference in regard to the embedded IRR at the date of acquisition of the commitment is recorded in profit or loss. Forwards Forwards are recorded at market value. Effects from comparing the market value to the value agreed at the date in which the contract was entered into will be recorded in profit or loss. 17

21 as of December 31, 2012 and 2011 Note 3 Significant accounting policies, continued (f) Receivables from brokers and dealers Trade receivables are initially recognized at fair value and subsequently at amortized cost according to the effective interest rate method, less the allowance for impairment losses. Receivables are recognized at nominal amount when the nominal amount of the receivable does not significantly differ from its fair value. An allowance for impairment losses is accrued 30 days after the right expires and therefore, not all amounts receivable will be collected under the original terms of receivables. Embedded interest is disaggregated and recognized as finance income when accrued. Financial difficulty of the borrower, the probability that the borrower will enter bankruptcy or financial reorganization and the lack of or delinquency in payments are considered indications that the receivables are impaired. (g) Investments in other companies Investments in other companies correspond to one share of the Company at the Chilean Electronic Stock Exchange, the Santiago Stock Exchange and two shares of CCLV Contraparte Central S.A., which are measured at market value through equity and equity value, recognizing the equity gains or losses on the investment on an accrual basis, respectively. The Company has ownership interest of 5% in Larraín Vial Servicios Profesionales Ltda., which is measured using the equity method of accounting and equity in the income or loss from this investment is recognized as and when generated. Profits distributed by Larraín Vial Servicios Profesionales Ltda. have been established on the basis of revenue actually received and the amount for distribution to each partner is determined and paid as mutually agreed on an annual basis. Revenue of Larraín Vial Servicios Profesionales Ltda. is mainly generated by services rendered directly or through other companies both in Chile and abroad, associated with the advisory and restructuring of investment products for domestic and foreign customers. (h) Property and equipment In accordance with IFRS 1, Larraín Vial S.A Corredora de Bolsa will opt to measure property and equipment at the date of transition to IFRS at their cost, maintaining the carrying amount. For the new acquisitions of property and equipment Larraín Vial S.A. Corredora de Bolsa will be recorded using the deemed cost model, at cost less subsequent accumulated depreciation and less accumulated impairment losses. 18

22 as of December 31, 2012 and 2011 Note 3 Significant accounting policies, continued (h) Property and equipment, continued Maintenance, preservation and repair costs will be expensed under the accrual method as cost of the year in which they are incurred. Depreciation will be determined using the straight-line method on the cost of assets less its residual value. Depreciation for each period will be expensed and calculated considering the estimated useful lives of the different assets. The gain or loss resulting from the disposal or withdrawal of assets will be calculated as the difference between the sales price and the carrying amount of the asset and recognized in profit or loss. (i) Foreign currency and UF (inflation-adjusted units) transactions Transactions in foreign currencies and inflation-adjusted units are recorded at the exchange rate of the related currency or inflation-adjusted unit at the date in which the transaction meets the requirements for its initial recognition. At the reporting date, monetary assets and liabilities denominated in foreign currencies and inflation-adjusted units are translated using the exchange rates in force for the related currency or inflation-adjusted unit. Foreign currency differences generated both in the settlement of foreign currency transactions and in the measurement of monetary assets and liabilities in foreign currency, are included in the Statement of income under foreign currency difference whereas differences generated by changes in inflation- adjusted units are recorded under foreign currency differences. The exchange rates for the main foreign currencies and inflation-adjusted units used in preparing the financial statements are as follows: Exchange rate Ch$ Ch$ U.S. dollar observed rate (US$) Euro observed rate ( ) UF (inflation-adjusted unit) 22, ,

23 as of December 31, 2012 and 2011 Note 3 Significant accounting policies, continued (j) Impairment of assets (i) Financial assets A financial asset is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset or group of financial assets is impaired (and the corresponding loss is recognized) if objective evidence indicates that one or more loss events have occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. A financial asset is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence that one or more events have had an impact on the estimated future cash flows of that asset. The impairment estimate is determined for accounts maturing in periods exceeding 30 days. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset s original effective interest rate. The impairment estimate is determined on all accounts maturing in periods exceeding 30 days. All individually significant financial assets are assessed for specific impairment. All other financial assets are collectively assessed with similar credit risk characteristics. All impairment losses are recognized in profit or loss. Any accumulated loss related to a financial asset previously recognized in equity is transferred to profit or loss. The reversal of an impairment loss occurs only when it can be related objectively to an event occurring after the impairment loss was recognized in profit or loss. For financial assets at amortized cost, the reversal is recognized in profit or loss. For financial assets which are equity securities, the reversal is directly recognized in equity. 20

24 as of December 31, 2012 and 2011 Note 3 Significant accounting policies, continued (k) Payables to brokers and dealers Payables to brokers and dealers include brokerage payables on behalf of clients, fees and commissions receivable and stock exchange rights generated by purchase and sale transactions associated with financial instruments on behalf of clients. Furthermore, this caption includes accounts receivables arising from forward operations generated by simultaneous transactions on behalf of clients. Balances are recorded on a daily basis. (l) Income tax and deferred taxes Income tax expense includes taxes of Larraín Vial S.A. Corredora on the basis of net taxable income for the period together with tax adjustments from prior years and changes in deferred taxes. Deferred taxes are calculated using the liability method on temporary differences arising from the tax bases of assets and liabilities and their carrying amounts in the annual accounts. However, should deferred taxes arise from the initial recognition of an asset or liability in a transaction other than a business combination, which at the date of the transaction does not affect profit for financial or tax purposes, such deferred taxes are not recognized. Deferred taxes are determined using the tax rates (and laws) enacted or substantially enacted at the reporting date that are expected to be applied when the deferred tax asset is realized or the deferred tax liability is settled. A deferred tax asset is recognized to the extent that it is probable that future tax benefits will arise to offset temporary differences. (m) Provisions Provisions correspond to balances payable covering present obligations at the reporting date, arising as a result of past events which result in legal or constructive obligations that are specific in nature and whose amount can be estimated. The Company records all significant provisions in respect to which it is estimated that the possibility of paying the obligation is more than probable. Accrued vacations 21

25 as of December 31, 2012 and 2011 Note 3 Significant accounting policies, continued (m) Provisions, continued The annual cost of vacations is recognized on an accrual basis. Short-term benefits The Company contemplates an annual incentive plan for its employees that is based on individual goal compliance and such benefits comprise a given number or portion of monthly salaries and are accrued for on the basis of the estimated amount for distribution. (n) Revenue recognition Sales of securities: - Revenue is recognized in profit or loss as and when accrued, which relates to the transaction date. - The entity has transferred to the buyer the significant risks and rewards of ownership of the securities regardless of whether title is transferred or not. - The entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. - The amount of revenue can be measured reliably. - It is probable that the economic benefits associated with the transaction will flow to the entity. - The costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services: - The amount of revenue can be measured reliably. - It is probable that the economic benefits associated with the transaction will flow to the entity. - The stage of completion of the transaction at the end of the reporting period can be measured reliably. - The costs incurred for the transaction and the costs to complete the transaction can be measured reliably. - Revenue is recognized in profit or loss as and when accrued, which relates to the transaction date. Recognition of revenue from fees and commissions: - Fees and commissions for brokerage services for the purchase and sale of securities in the stock market are recognized as revenue as they occur. 22

26 as of December 31, 2012 and 2011 Note 3 Significant accounting policies, continued (n) Revenue recognition, continued Revenue recognition for interests and dividends - Interests are recognized using the effective interest rate method. - Dividends are recognized on the date in which the right by the shareholder to receive payment is established. (o) Borrowing Costs Obligations with Banks and financial institutions are initially recognized at their fair value net of costs incurred in the transaction. Subsequently, external resources are measured at amortized cost, any difference between the funds obtained (net of costs required for obtaining them) and the reimbursement value, is recognized in the statement of comprehensive income over the life of the debt using the effective interest rate method. The effective interest method consists of applying the benchmark market rate to debt with similar characteristics at the debt value (net of costs required for obtaining them). Note that face value will be used in the event that the difference between face and fair value is not significant. (p) Reclassifications The Company made minor reclassifications in its financial statements to improve disclosures required by standards and in accordance with Ordinary Communication No dated September 28, 0211, by virtue of which the Chilean Superintendence of Securities and Insurance (SVS) made certain observations related to the format for presentation of the Company s proforma financial statements as of December 3e1, 2010 and March 31, These reclassifications and observations do not affect equity or profit for the year under IFRS previously reported in the proforma financial statements. 23

27 as of December 31, 2012 and 2011 Note 4 Financial risk management Risk management policies Larraín Vial S.A: Corredora de Bolsa is subject to the risk management policies established by the Corporate Risk Management and Investment Committees. These policies include a number of methodologies to identify, measure, report, mitigate and control the different risks to which the Company is exposed. Below, we provide details of corporate governance practices used to develop such policies, the methodologies and controls associated with the Company s risk management. Credit risk Credit risk to which the Company is exposed directly relates to the credit standing of the counterparties and the operation settlement process. The Company's counterparties are preferably institutions and operations which are settled on a delivery versus payment basis. Trade receivables Larraín Vial S.A. Corredora de Bolsa s collection policy is detailed as follows: - Business executives have vast knowledge of the client and maintain a daily control of amounts owed and guarantees. - Daily collection controls are distributed to Supervisors, Managers and Control Areas who report in regard on defaulting clients. Domestic and international institutional counterparties that hold securities in custody with third parties operate on the basis of delivery versus payment and therefore, there is no credit risk for this operation. As a result, the Company s trade receivables maintain at immaterial levels in respect to their traded volume. 24

28 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued Provisions Changes in the allowance for impairment loss or doubtful accounts Provisions Opening balance 250,290 Increases for the year 391,827 Reversal of provisions (250,290) Total 391,827 Derivatives and revolving operational credit facilities Simultaneous term transactions and short sales Larraín Vial S.A. Corredora de Bolsa operates under the matched transactions and takes no underlying positions in derivatives. Simultaneous transactions and short sales in shares required approved lines for each client, which are granted, controlled and thoroughly analyzed on the basis of the following ratios: Indebtedness ratios; Interest coverage ratio; Current ratio; Acid test; Return ratio Inventory turnover, among other ratios. Note that these types of transactions are framed within the standards contained in the Operations manual of the Chilean Stock Exchange and Electronic Stock Exchange. The Risk Management performs ongoing follow-ups of positions and status of guarantees. Simultaneous transactions The revolving operational credit facilities granted have a life of one year, are renewable and amount to Ch$162,198 million. These lines operate in accordance with standards currently in force in the stock exchanges and are covered through guarantees in accordance with regulations in force. 25

29 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued As of December 31, 2012, outstanding simultaneous transactions by classification of their shares are distributed as follows: Derivatives and revolving operational credit facilities Share Amount in million Ch$ % of total A+ 8,963,621, % A 4,683,012, % B 5,138,334, % C 1,146,619, % Overall total 19,931,588, % 26

30 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued Simultaneous term transactions and short sales In regards short sale only those lines with operations currently in force are considered. The revolving operational credit facilities granted have a life of one year, are renewable and amount to Ch$162,198 million. These lines operate in accordance with standards currently in force in the stock exchanges and are covered through guarantees in accordance with regulations in force. As of December 31, 2012, outstanding short sales by classification of their shares are distributed as follows: 27

31 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued Share Amount in million Ch$ % of total A+ 39,148,692, % A 1,055,630, % B 93,472, % C - - Overall total 40,297,795, % U.S. dollar - Chilean peso forward transactions The Company has no exposition in forward transactions as it has a strategy of taking matched positions, which minimizes the exposure of transactions. In the event of taking a position the maximum short-term amount authorized is US$3 million. Days Portfolio percentage Exposure (Purchase-Sale) Ch$ % % % % - 81 or more 8.29% - 28

32 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued U.S. dollar - Chilean peso forward transactions, continued As of December 31, 2012, the summary of outstanding forward transactions is as follows: Financial assets No. of Revolving credit Portion of credit Long position: Short position: clients facility granted facility used amounts amounts ThUS$ ThUS$ ThUS$ ThUS$ 97 1,210, , , ,612 The Company s investment portfolio is composed of debt securities and term deposits, which are exposed to credit risks. The risk level allowed for these instruments portfolio is determined by the Debt Securities Committee and measured on a regular basis and reported to the relevant areas for follow-up on the basis of the defined investment policies and guidelines. The chart below reflects the portfolio percentage according to the risk rating and sector. Domestic debt securities portfolio (Debt securities portfolio) A A- A+ AA AA- AA+ AAA Banks 0.00% 0.00% 0.00% 0.03% 0.47% 2.04% 4.06% Banco Central (Central Bank) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Corporations 2.85% 13.77% 4.15% 18.19% 0.69% 0.62% 6.91% Government 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Overall total 2.85% 13.77% 4.15% 18.22% 1.16% 2.66% 10.97% B+ BB BBB- BB+ BBB+ C Gov Overall total Banks 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Banco Central (Central Bank) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 9.35% Corporations 0.22% 0.10% 7.11% 0.63% 0.87% 13.10% 1.43% 0.00% Government 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 13.43% Overall total 0.22% 0.10% 7.11% 0.63% 0.87% 13.10% 1.43% 22.78% 29

33 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued Market risk This applies to borrowings and bank obligations, term deposits and mutual fund shares, trade payables, trade receivables, financial instruments and derivatives. This risk is managed as follows: Liquidity risk The financing policy of transactions does not contemplate long-term debt and therefore, solely requires short-term financing. The liquidity risk is related to needs for funds to deal with payment obligations. Where the Company s objective is maintaining a balance between the continuity of funds and financial flexibility through normal operating flows, short-term borrowings, short-term investments and revolving credit facilities. On an ongoing and regular basis, the Company assesses risk concentration, the portfolio and sources of financing. Bank revolving credit facilities used Bank Interest rate 2012 Banco Santander 0.65% 1,176,902 Banco Crédito e Inv. 0.65% 3,500,000 Banco de Chile 0.64% 6,829,417 Total 11,506,319 Results of monthly maturity dates by position by instruments in millions. Instrument January February March April Simultaneous transactions (159.8) (77.6) (204.1) (33.5) Forwards Total (159.8) (77.6) (204.1) (33.5) 30

34 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued Liquidity risk, continued The liquidity sources of Larraín Vial S.A. Corredora de Bolsa are mainly originated from three instruments: lines of credit with local banks, paid-in capital and repurchase agreements. General liquidity Available and realizable assets up to 7 days Enforceable liabilities up to 7 days = 263,277, ,883,369 = 1.13 times Brokerage liquidity Available assets. + receivables from brokers and dealers Payables to brokers and dealers = 90,763,639 52,341,531 = 1.73 times Debt ratio Total enforceable liabilities Net equity = 154,008,000 29,503,109 = 5.22 times Equity hedge index Equity hedge amount Net equity = 11,455,023 29,503,109 = % Cleared Equity = 9,572,700 Table N 3 31

35 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued Additionally, the company maintains variable income instruments in its securities owned diversified by country and instruments related to the main local indexes. Inflation Risk The inflation risk is managed by the Fixed Income desk under the guidelines of the Fixed Income Committee. This Committee determines the composition of the portfolio as nominal and adjustable. Sector Adjustment CLP UF IVP Total general Banking % 0.05% 6.60% Central Bank 7.17% 1.45% 0.73% 9.35% Corporate 18.05% 52.57% % Government 11.24% 2.19% % Exchange risk General total 36.46% 62.76% 0.78% 100,00% Larraín Vial S.A. Corredora de Bolsa has a limited exchange rate exposure, which is related to instruments in U.S. dollars; this portfolio is hedged by means of forward contracts, therefore, the exchange risk is limited. The total exchange risk exposure as of December 31, 2012 amounts to USD$8.66 million, with a maximum limit of a USD$20 million. 32

36 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued Asset price risk The exposure to asset price risk is greatly related to financial instruments that are exposed to market fluctuations. Given that the financial assets of the company are invested in fixed income instruments, the main variable that has an impact on the value of the portfolio is the interest rate; this variable has a major or minor impact depending on its duration. This variable is managed by keeping high liquidity instruments in the portfolio. The term of the portfolio is actively managed in accordance with the guidelines provided by the Fixed Income Committee. Fixed income portfolio term = 1.11 years % of maturity by period % % % 2016 or more 21.7% Additionally, a weekly report is released on the behavior and composition of the portfolios. The Risk Management independently controls that the limits in instruments and portfolios are consistent with the policies established by the Fixed Income Committee, reviewing the efficiency of the controls and the valuation of the instruments. If the fixed income instruments increase by 20%, the effect would not be greater than 1.28% of the value of the portfolio. Portfolio sensitivity Rate variation Adverse impact on the RF portfolio 10% increase 0.64% 20% increase 1.28% Implementation of Circular N 2054 of the SVS As established in Circular No.2054 of the Superintendence of Securities and Insurance, Stock Brokers and Security Agents will have to apply in their administration a risk-based management model. Consequently, the Senior Management of the company developed a plan divided in progressive stages with the purpose of improving the Risk Management model during

37 as of December 31, 2012 and 2011 Note 4 Financial risk management, continued Implementation of Circular N 2054 of the SVS, continued In this process, improvements to the Internal Control and Risk Management tools were implemented especially in regards to the identification of risks, deepening their scope. The developments in the implementation of this regulation were timely informed to the Superintendence of Securities and Insurance. Senior Management certified the sufficiency and appropriateness of this regulatory implementation, verifying the existence of an internal control and risk management system consistent with the nature, size and complexity of the businesses developed at Larrain Vial and which are consistent with the provisions contained in such Circular. Note 5 Use of estimates and critical accounting judgments The information contained in the financial statements is the responsibility of the Management and all accounting principles and criteria included in IFRS have been applied accordingly. The estimates and accounting criteria are reviewed on an ongoing basis and are based on the historical experience and other factors, including the expectations of future events considered to be reasonable under the circumstances. Significant estimates and accounting criteria The Company makes estimates and assumptions with respect to the future. The resulting accounting estimates may differ from the actual results. There are no accounting criteria that represent a significant risk to give rise to a material adjustment in the financial statements. The following is an explanation of the estimates that have a significant risk of giving rise to a material adjustment in the carrying amounts of the assets and liabilities within the following financial year: (a) Deferred taxes The Company accounts for deferred tax assets based on their possibility to be recovered on the basis of the existence of deferred tax liabilities with similar reversal terms and the possibility to generate future taxable earnings. (b) Accrued vacations The Company recognizes accrued vacations considering its accrued basis which will be evaluated by Management on an annual basis. 34