Banco Nacional de Crédito, C.A., Banco Universal
Transcription
Banco Nacional de Crédito, C.A., Banco Universal
Banco Nacional de Crédito, C.A., Banco Universal Report of Independent Accountants and Financial Statements December 31 and June 30, 2012 Banco Nacional de Crédito, C.A., Banco Universal Balance sheet December 31 and June 30, 2012 December 31, 2012 June 30, 2012 (In bolivars) Assets Cash and due from banks (Notes 3, 4 and 29) 5,703,778,981 4,016,330,948 737,253,973 4,350,091,834 123,110 95,261,299 521,048,765 364,058,911 2,890,758,618 143,801 252,117,349 509,252,269 8,051,421,105 4,759,818,786 1,010,939,000 3,444,407,131 2,787,127,754 16,422,282 792,605,344 (80,406) 1,638,028,205 2,330,649,916 16,410,925 774,810,146 (80,406) 11,682,646,923 9,587,800,957 11,941,485,358 34,151,571 21,421,120 (314,411,126) 9,805,019,256 33,049,065 25,679,031 9,798,584 (285,744,979) 197,536,983 146,263,681 120,626,364 103,527,566 890,821 (27,507,768) 76,143,759 92,033,829 610,393 (22,524,300) - - Available-for-sale assets (Note 9) 72,005,556 68,594,931 Property and equipment (Note 10) 488,059,504 403,819,313 Other assets (Notes 11 and 12) 233,808,348 187,511,873 26,429,257,400 19,170,140,489 779,712,523 971,641,295 595,110,949 787,135,059 479,233,604 42,288,981,218 354,214,463 28,053,448,525 44,519,568,640 29,789,908,996 Cash Central Bank of Venezuela Venezuelan banks and other financial institutions Foreign and correspondent banks Pending cash items Investment securities (Note 5) Deposits with the BCV and overnight deposits Investments in available-for-sale securities Investments in held-to-maturity securities Restricted investments Investments in other securities (Provision for investment securities) Loan portfolio (Note 6) Current Rescheduled Overdue In litigation (Allowance for losses on loan portfolio) Interest and commissions receivable (Note 7) Interest receivable on investment securities Interest receivable on loan portfolio Commissions receivable (Provision for interest receivable and other) Investments in subsidiaries, affiliates and branches (Note 8) Total assets Memorandum accounts (Note 22) Contingent debtor accounts Assets received in trust Debtor accounts from other special trust services (Housing Loan System) Other debtor memorandum accounts The accompanying notes are an integral part of the financial statements 1 Banco Nacional de Crédito, C.A., Banco Universal Balance sheet December 31 and June 30, 2012 December 31, 2012 June 30, 2012 (In bolivars) Liabilities and Equity Customer deposits (Note 13) 24,286,435,309 17,592,988,123 14,026,432,023 9,907,855,350 11,403,462,235 2,622,969,788 7,756,548,057 2,151,307,293 4,993,093,866 4,596,193,615 572,293,969 98,421,836 - 4,171,980,470 2,691,770,792 650,396,364 170,985,147 23,206,607 1,765,183 1,125,280 22,081,327 1,151,823 613,360 Other liabilities from financial intermediation (Note 15) 20,350,594 32,723,687 Interest and commissions payable (Note 16) 12,969,545 13,646,949 12,347,352 33,610 588,583 13,182,403 464,546 388,605,540 270,563,905 24,731,567,595 17,911,687,847 428,503,396 100,000,000 74,377,322 312,649,819 570,919,744 345,403,396 100,000,000 74,377,322 236,392,637 403,097,284 133,767,875 133,111,483 77,471,649 (33,929,480) Demand deposits Non-interest-bearing checking accounts Interest-bearing checking accounts Other demand deposits Savings deposits Time deposits Securities issued by the Bank Restricted customer deposits Borrowings (Note 14) Venezuelan financial institutions, up to one year Foreign financial institutions, up to one year Expenses payable on customer deposits Expenses payable on borrowings Expenses payable on other liabilities Accruals and other liabilities (Note 17) Total liabilities Equity (Note 25) Capital stock Convertible bonds (Note 24) Paid-in surplus Capital reserves Retained earnings Exchange gain from holding foreign currency assets and liabilities Net unrealized gain (loss) on investments in available-for-sale securities (Note 5) Total equity Total liabilities and equity 1,697,689,805 1,258,452,642 26,429,257,400 19,170,140,489 The accompanying notes are an integral part of the financial statements 2 Banco Nacional de Crédito, C.A., Banco Universal Income statement Six-month periods ended December 31 and June 30, 2012 December 31, 2012 June 30, 2012 (In bolivars) Interest income 1,284,884,477 996,796,072 28,665 304,197,508 891,447,488 89,188,607 22,209 49,132 231,856,631 688,855,421 76,034,888 - (383,215,297) (307,547,860) 374,521,450 86,599 8,367,471 239,777 298,907,089 39,731 8,311,726 289,314 901,669,180 689,248,212 5,469,496 6,454,603 (51,409,571) (140,661,664) 855,729,105 555,041,151 171,880,620 (61,174,890) 241,526,813 (106,827,318) 966,434,835 689,740,646 (598,077,089) (471,865,591) 166,661,545 317,327,240 103,832,542 10,255,762 140,063,772 238,317,061 85,840,431 7,644,327 368,357,746 217,875,055 2,865,945 6,317,786 (15,087,539) (28,344,026) 312,965 4,335,432 (9,813,011) (22,655,296) 334,109,912 190,055,145 85,617 (4,637,838) 1,570,561 (2,026,967) 329,557,691 189,598,739 (651,032) (1,083,584) Net income 328,906,659 188,515,155 Appropriation of net income Legal reserve Retained earnings 65,781,332 263,125,327 37,703,031 150,812,124 328,906,659 188,515,155 3,347,542 1,922,375 Income from cash and due from banks Income from investment securities Income from loan portfolio Income from other accounts receivable Other interest income Interest expense Expenses from customer deposits Expenses from borrowings (Note 14) Expenses from convertible bonds (Note 24) Other interest expense Gross financial margin Income from financial assets recovered (Note 6) Expenses from uncollectible and impaired financial assets Expenses from uncollectible loans and other accounts receivable (Notes 6 and 7) Net financial margin Other operating income (Note 19) Other operating expenses (Note 20) Financial intermediation margin Operating expenses Salaries and employee benefits (Note 2-j) General and administrative expenses (Note 21) Fees paid to the Social Bank Deposit Protection Fund (Note 27) Fees paid to the Superintendency of Banking Sector Institutions (Note 28) Gross operating margin Income from available-for-sale assets (Note 9) Sundry operating income (Note 19) Expenses from available-for-sale assets (Note 9) Sundry operating expenses (Note 20) Net operating margin Extraordinary income Extraordinary expenses Gross income before tax Income tax (Note 18) Provision for the Law on Narcotic and Psychotropic Substances (LOSEP) (Notes 1 and 20) The accompanying notes are an integral part of the financial statements 3 Banco Nacional de Crédito, C.A., Banco Universal Statement of changes in equity Six-month periods ended December 31 and June 30, 2012 Total Unrealized gain (loss) on investment securities (Note 5) Total equity Convertible bonds Share premium and paid-in surplus Capital reserves Unappropriated surplus 345,403,396 100,000,000 74,377,322 188,629,256 73,698,060 180,945,028 5,975,406 260,618,494 133,767,875 19,472,773 1,122,269,116 - - - - - - - - (656,392) - (656,392) - - - 37,703,031 1,727,016 - - Paid-in capital stock Retained earnings Non Restricted distributable surplus surplus Exchange gain (loss) from holding foreign currency assets and liabilities (In bolivars) Balances at December 31, 2011 Exchange loss from holding foreign currency assets and liabilities (Notes 4 and 25) Gain on sale of investments and adjustments of investments in available-for-sale securities to market value Net income Appropriation to the legal reserve (Note 25) Creation of the social contingency fund (Note 25) Reclassification of net income of the Curacao branch (Note 25) Reclassification to restricted surplus of 50% of net income for the period (Note 25) Reserve fund for convertible bonds (Note 24) Balances at June 30, 2012 Capital increase (Note 25) Exchange loss from holding foreign currency assets and liabilities (Notes 4 and 25) Gain on sale of investments and adjustments of investments in available-for-sale securities to market value Net income Appropriation to the legal reserve (Note 25) Creation of the social contingency fund (Note 25) Reclassification of net income of the Curacao branch (Note 25) Reclassification to restricted surplus of 50% of net income for the period (Note 25) Reserve fund for convertible bonds (Note 24) Balances at December 31, 2012 188,515,155 (37,703,031) - - - - - (5,316,575) - 5,316,575 - - - 8,333,334 (72,747,775) (8,333,334) 72,747,775 - - 345,403,396 100,000,000 74,377,322 236,392,637 138,112,500 253,692,803 11,291,981 83,100,000 - - - (41,550,000) (41,550,000) - - - - - - - - 65,781,332 2,142,517 - 328,906,659 (65,781,332) (3,869,534) - - - - 188,515,155 (37,703,031) (8,333,334) 403,097,284 (83,100,000) - 328,906,659 (65,781,332) (3,869,534) (53,402,253) - (53,402,253) 188,515,155 1,727,016 - - - - - - 133,111,483 (33,929,480) 1,258,452,642 - - - 656,392 - 656,392 - 111,401,129 - 111,401,129 328,906,659 (1,727,017) - - - - (33,870,641) - 33,870,641 - - - - - - 8,333,333 (114,627,343) (8,333,333) 114,627,343 - - (8,333,333) - - - 428,503,396 100,000,000 74,377,322 312,649,819 198,986,976 326,770,146 45,162,622 570,919,744 133,767,875 77,471,649 1,697,689,805 Net income per share (Note 2-n) Six-month periods ended December 31, June 30, 2012 2012 Weighted average of outstanding shares Income per share 428,503,396 345,403,396 0.768 0.546 The accompanying notes are an integral part of the financial statements 4 - - Banco Nacional de Crédito, C.A., Banco Universal Cash flow statement Six-month periods ended December 31 and June 30, 2012 December 31, 2012 June 30, 2012 (In bolivars) Cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities Allowance for losses on loan portfolio Provision for interest receivable and other Provision for other assets Depreciation of property and equipment and amortization of available-for-sale and other assets Accrual for length-of-service benefits Transfers to trust fund and payment of length-of-service benefits Income tax provision Deferred tax asset Net change in Overnight deposits Interest and commissions receivable Other assets Accruals and other liabilities Net cash provided by (used in) operating activities Cash flows from financing activities Net change in Customer deposits Borrowings Other liabilities from financial intermediation Interest and commissions payable Net cash provided by financing activities Cash flows from investing activities Loans granted during the period Loans collected during the period Net change in Investments in available-for-sale securities Investments in held-to-maturity securities Restricted investments Investments in other securities Available-for-sale assets Property and equipment Net cash used in investing activities Cash and due from banks Net change 328,906,659 188,515,155 51,362,434 47,137 50,276 140,661,664 2,866,960 51,428,552 19,346,451 (16,946,451) 2,516,165 (1,865,133) 36,327,269 18,655,306 (13,614,721) 1,817,689 (734,105) (1,010,939,000) (57,065,566) (63,863,260) 111,081,440 (65,262,792) (32,151,898) 48,617,497 (585,940,296) 325,698,024 6,693,447,186 21,441,424 (12,373,093) (677,404) 3,820,823,952 (212,729) (64,048,330) (8,023,612) 6,701,838,113 3,748,539,281 (9,949,133,621) 7,810,714,378 (8,873,812,663) 6,564,206,282 (1,694,684,682) (456,114,561) (11,357) (19,522,215) (18,430,590) (101,267,136) 214,538,693 (1,252,985,379) (3,467,749) (405,881,146) (34,599,917) (71,123,540) (4,428,449,784) (3,863,125,419) 1,687,448,033 211,111,886 At the beginning of the period 4,016,330,948 3,805,219,062 At the end of the period 5,703,778,981 4,016,330,948 14,907,130 805,845 152,000,685 11,619,921 (5,742,176) (2,044,030) (6,864,531) (718,225) 111,401,129 1,727,017 (53,402,253) 1,727,016 (281,598) (363,277) (11,517) 281,598 363,277 11,517 Supplementary information on non-cash activities Write-off of loan principal Write-off of interest receivable on loans Reclassification of excess in (Notes 6 and 7) Allowance for losses on loan portfolio to provision for interest receivable and other Allowance for losses on loan portfolio to provision for contingent loans Net change in unrealized gain (loss) on investments in available-for-sale securities Creation of the social contingency fund Effect of exchange fluctuations on Investments in available-for-sale securities Investments in held-to-maturity securities Interest receivable on investment securities The accompanying notes are an integral part of the financial statements 5 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 1. Activities and regulatory environment Banco Nacional de Crédito, C.A., Banco Universal (the Bank) was authorized to operate as a commercial bank in Venezuela in February 2003 under the name Banco Tequendama, C.A. and as a universal bank on December 2, 2004. Its business objective is to provide financial intermediation consisting in the procurement of funds for the purpose of granting credits or loans and investing in securities. The Bank is incorporated and domiciled in the Bolivarian Republic of Venezuela. Its legal address is: Avenida Vollmer, Torre Sur del Centro Empresarial Caracas, Urbanización San Bernardino, ZP 1010. Most of the Bank’s assets are located in the Bolivarian Republic of Venezuela. At December 31, 2012, the Bank has 155 offices and external counters, a branch in Curacao, a main office, four regional offices and 2,612 employees. The Bank’s shares are traded on the Caracas Stock Exchange (Note 25). As indicated in Note 26, the Bank conducts transactions with related companies. The Bank’s financial statements at December 31 and June 30, 2012 were approved for issue by the Board of Directors on January 9, 2013 and July 11, 2012, respectively. In August 2003, the Superintendency of Banking Sector Institutions (SUDEBAN) issued Resolution No. 202-03 dated August 4, 2003, published in Official Gazette No. 37,748 on August 7, 2003, authorizing the Bank’s fiduciary operations. The Law on Banking Sector Institutions was issued by the Venezuelan government on December 28, 2010 and amended and reissued on March 2, 2011. According to the temporary provisions of the new Law, banks have a 135-day deadline to submit to SUDEBAN a plan to conform to the new legislation. On May 11, 2011, the Bank filed the Adjustment Plan with SUDEBAN. Through Notice No. SBI-IIGGIBPV-GIBPV2-15590 of June 3, 2011, SUDEBAN made some observations regarding the Adjustment Plan presented by Bank management and clarified certain issues set out in the Law. On December 21, 2011, the Bank informed SUDEBAN about its progress in the implementation of the Adjustment Plan and requested a 180-day extension to comply with certain articles of the Law. Through Notice No. SIB-II-GGIBPV-GIBPV2-01873 of January 20, 2012, SUDEBAN granted the extension requested by the Bank. In July 2012, the Bank sent SUDEBAN a status report on the Adjustment Plan, which is in the final stages. The Bank’s activities are ruled by the Law on Banking Sector Institutions and the Stock Market Law, as well as the rules and instructions of SUDEBAN, the Higher Authority of the National Financial System (OSFIN), the Central Bank of Venezuela (Banco Central de Venezuela - BCV) and the Venezuelan Securities Superintendency (SNV). The Law of the National Financial System is aimed at regulating, supervising, controlling and coordinating the National Financial System in order to ensure that financial resources are used and invested for the public interest and for economic and social development with a view to creating a social and democratic State ruled by Law and Justice. The National Financial System is formed by the group of public, private and communal financial institutions and any other form of organization operating in the banking sector, the insurance sector, the stock market and any other sector or group of financial institutions that the policy-making body deems should form part of the system. Individuals and corporations that are users of the financial institutions belonging to the system are also included. 6 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 The National Financial System establishes rules for citizens to participate in the supervision of the financial management and social controllership of the parties to the National Financial System, protects user rights, and promotes collaboration among the sectors of the productive economy, including the popular and communal sectors. Curacao Branch The banking activities of the Bank’s Curacao Branch (the Branch) are regulated by the Law of Banks of Curacao and St. Maarten. The Branch is not an economically independent entity and conducts transactions following the Bank’s guidelines. The Branch operates under an off-shore license granted by the Federal Control Office for the Credit Banking System of Curacao and St. Maarten and SUDEBAN in Venezuela. Capital assigned to the Branch has been contributed by the Bank (Note 8). Other laws that regulate the Bank’s activities are described below: Agricultural Loan Law The Agricultural Loan Law requires the People’s Power Ministry for the Economy and Finance and the People’s Power Ministry for Agriculture and Land to jointly fix within the first month of each year the minimum percentage of the loan portfolio to be earmarked by each universal bank to finance agriculture. On February 16, 2012, through a joint Resolution, the aforementioned ministries established the minimum percentages of the loan portfolio to be earmarked by each universal bank to finance agriculture during 2012. This percentage is calculated based on the gross loan portfolio at December 31, 2011 and 2010 of each universal bank, and must be applied as follows: 20% in February; 21% in March and April; 22% in May; 24% in June; 25% in July, August, September, October and November; and 24% in December (Note 6). The total amount of the quarterly agricultural loan portfolio of each public or private universal bank must be distributed as follows: Area Activity Percentage Strategic Primary agricultural production Agroindustrial investments Marketing 49.00 10.50 10.50 minimum maximum maximum Non-strategic Primary agricultural production Agroindustrial investments Marketing 21.00 4.50 4.50 maximum maximum maximum Total agricultural portfolio 100.00 This Resolution also established that commercial and universal banks must grant medium and longterm loans representing a least 10% of the total agricultural loan portfolio. In addition, this Resolution requires the number of new individual and company borrowers of the agricultural loan portfolio to be increased by 30% with respect to total agricultural borrowers at prior year end. Of this percentage, at least half must be individual borrowers. Universal banks must distinguish between agricultural loan borrowers maintained at prior year end and new borrowers for a given year subject to measurement. Moreover, the Resolution establishes how the total quarterly balance of each bank’s agricultural loan portfolio must be distributed among strategic and non-strategic areas (Note 6). 7 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 According to the Resolution, only 5% of loans earmarked for strategic primary agricultural production may be granted without guarantees to borrowers meeting the following conditions: 1. Borrowers must be individuals who are small producers. 2. Borrowers may not have another current agricultural loan with any public or private universal bank at the loan application date. 3. The primary production project must be viable. To comply with the aforementioned percentages, financial institutions may alternatively place funds with public banks or contribute them to the Fund for Social Agricultural Development (FONDAS) in the form of capital contributions to the Sociedad de Garantías Recíprocas para el Sector Agropecuario, Forestal, Pesquero y Afines, S.A. (S.G.R. SOGARSA, S.A.), provided that the receiving entity ultimately uses the funds to grant agricultural loans, in accordance with the terms and conditions approved by the Agricultural Loan Monitoring Committee. Any such funds that are not used directly by the receiving entity for agricultural loans may be returned at the Bank’s request after it has solved the loan deficit that motivated the contribution of funds in the first place, but in no event before the financial instrument agreed between the parties matures. Public and private universal banks that deposited or invested money in the previously mentioned institutions must inform SUDEBAN within the first 15 continuous days of the following month. Also, these banks must keep up to date and available to the regulatory body all files and information regarding these transactions. Law on Benefits and Payment Facilities for Agricultural Debts on Strategic Crops for Food Security and Sovereignty The Law on Benefits and Payment Facilities for Agricultural Debts on Strategic Crops for Food Security and Sovereignty was enacted on August 3, 2009. Subsequently, on September 17, 2009 and on April 1, 2011, through a joint Resolution, the People’s Power Ministry for Planning and Finance and the People’s Power Ministry for Agriculture and Land established the special terms and conditions for debt restructuring and the procedures and requirements for filing and issuing response notices for debt restructuring requests. Agricultural Aid Law On May 23, 2012, the Venezuelan President enacted the Agricultural Aid Law to meet the needs of producers, farmers and fishermen who were affected by the floods that hit the country in late 2010. This Law will benefit individuals or legal entities that had received agricultural loans to sow crops, purchase raw materials, machinery, equipment and livestock, build and improve infrastructure, reactivate distribution centers and finance working capital in relation to the production of strategic crops. The beneficiaries who received loans to finance the strategic crops defined under the Law shall be granted partial or full debt relief by public and private banks. Law for Creating, Supporting, Promoting and Developing the Microfinancial Business Sector This Law establishes that the Bank must earmark 3% of its gross loan portfolio at prior semester closing for microcredits or contributions to institutions that create, support, promote and develop the microfinancial and small business sector in Venezuela. 8 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Special Law for Home Mortgagor Protection This Law requires banks and other financial institutions regulated by the Law on Banking Sector Institutions to grant mortgage loans for acquisition, construction or subcontracted construction, enlargement or remodeling of primary residences, based on a percentage of their annual loan portfolio, excluding loans granted under the Housing Loan Law. Under this Law, loans will bear a social interest rate. The BCV, through an Official Notice, established special social interest rates applicable as from September 2011 for primary residence mortgages and construction loans, granted or to be granted from the financial institutions’ own resources as follows: a. The maximum annual social interest rate applicable to loans granted under the Special Law for Home Mortgagor Protection is 11.42%. b. The maximum annual social interest rate applicable to mortgage loans for the acquisition of primary residences, granted or to be granted from the financial institutions’ own resources varies between 4.66% and 9.16%, depending on the monthly family income. c. The maximum annual social interest rate applicable to mortgage loans for the construction of primary residences, granted or to be granted from the financial institutions’ own resources, is 10.50%. d. The maximum annual social interest rate applicable to mortgage loans for improvements to primary residences varies between 1.40% and 2.40%, depending on the monthly family income. e. The maximum annual social interest rate applicable to mortgage loans granted under the Housing Loan Law varies between 1.40% and 4.60%, depending on the monthly family income. The People’s Power Ministry for Housing established that maximum monthly installments for mortgage loan payments shall not exceed 35% of the monthly family income. Mortgage loans may be granted for up to the full value of the real property pledged, based on its appraisal value and the monthly family income. Through Official Gazette No. 39,890 of March 23, 2012, the People’s Power Ministry for Housing fixed the minimum percentage of the annual gross loan portfolio to be earmarked by each universal bank from its own resources for mortgage loans at 15% for the construction, acquisition, improvement, 9 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 expansion or subcontracted construction of primary residences. This percentage shall be distributed based on the gross loan portfolio at December 31, 2011 as follows: Financed activity Construction of housing Acquisition of primary residence Monthly family income Earmarked placements Between three and six minimum salaries Between six and eight minimum salaries Between eight and fifteen minimum salaries Between three and six minimum salaries Between three and six minimum salaries Between six and fifteen minimum salaries Between six and fifteen minimum salaries Market Primary Secondary Primary Secondary Improvement and expansion of primary residence Under or equal to five minimum salaries - Subcontracted construction of primary residence Under five minimum salaries - Total mortgage portfolio Required % 5.45 1.78 1.56 1.11 2.20 0.70 0.75 0.25 0.72 0.48 15.00 The distribution of the percentage for the construction of residences shall be defined by the Higher Authority of the National Housing System. The measurement of long-term mortgage loans for the acquisition of primary residences is calculated based on: a) the balances of long-term mortgage loans granted at December 31 of the year preceding the year subject to measurement and b) loans actually granted in 2012. The measurement of shortterm mortgage loans granted for construction of primary residences is calculated based on actual payments made during 2012. On August 2, 2011, the People’s Power Ministry for Housing issued Resolution No. 121 containing the guidelines for granting loans for the subcontracted construction, expansion or improvement of primary residences. In addition, this Resolution establishes the financing conditions for each type of loan regardless of the source of funds. Some of these conditions are: maximum debt capacity of the loan applicant or coapplicant, required guarantees, and the general requirements for the loan applicant and co-applicant. On September 6, 2011, the People’s Power Ministry for Planning and Finance set the annual social interest rates at between 1.4% and 4.66%. Compliance with and distribution of the aforementioned percentages are measured at December 31 of each year. Tourism Law The Tourism Law was published in Official Gazette No. 39,251 on August 27, 2009. The Tourism Law requires the People’s Power Ministry for Tourism to fix within the first month of each year the percentage of the gross loan portfolio to be earmarked by banks to finance tourism, ranging between 2.5% and 7%. Short, medium and long-term loans must be included in the loan portfolio percentage. The interest rate may only be modified for the benefit of the loan applicant and loans shall be repaid in equal consecutive monthly installments. In addition, this Law establishes amortization periods between 5 and 15 years depending on the activities to be conducted by loan applicants. This Law also establishes special conditions in respect of terms, interest rates and subsidies, among others, for projects to be executed in tourist areas, potential tourist areas or endogenous tourist development areas. 10 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 In addition, tourism guarantees are created within the National System for Reciprocal Guarantees for loans granted. The total monthly balance of each bank’s tourism loan portfolio must be distributed as follows: Required percentage Segment A B C 40 35 25 Through a Resolution issued on February 23, 2012 (February 28, 2011 at December 31, 2011), the People’s Power Ministry for Tourism established at 3% the minimum percentage of the gross loan portfolio to be earmarked by each universal bank to finance tourism. This percentage is calculated based on the gross loan portfolio balance at December 31, 2011 and 2010, and must be applied as follows: 1.5% at June 30, 2012 and 3% at December 31, 2012 (Note 6). Through a joint Resolution on April 13, 2010, published in Official Gazette No. 39,402, the People’s Power Ministries for Tourism and for Planning and Finance established the grace periods for tourism loans. These grace periods range from one to three years depending on the activity that is being financed. Loans for tourism projects to be developed in tourist areas will have the maximum grace periods considering the type of activity to be developed. Manufacturing loans The Manufacturing Loan Law published on April 17, 2012 requires the people’s power ministries in charge of finance and industries to jointly fix within the first month of each year, and with the binding opinion of SUDEBAN and the BCV, the terms, conditions, periods and minimum percentage of the loan portfolio to be earmarked by each universal bank to finance manufacturing activities. In no event may the minimum percentage fall below 10% of each bank’s gross loan portfolio for the immediately prior year. BCV regulations The BCV has established regulations on lending and deposit rates to be applied by banks and restrictions on certain service fees. In July 2011 the BCV established maximum rates to be charged for commissions, fees or surcharges on each type of transaction. Regarding lending rates, the BCV established that banks may not charge for lending operations, except for consumer loans, an annual interest or discount rate higher than the rate periodically set by the BCV’s Board of Directors for discount, rediscount, repurchase and advance operations, reduced by 5.5%, except in the case of agricultural, tourism, manufacturing and mortgage loans for primary residences (Note 6). As from June 5, 2009, the annual interest rate to be charged by the BCV on discount, rediscount and advance operations, except as regards operations conducted under special regimes, was set at 29.5%. Regarding deposit rates, the BCV established that the interest rate to be paid by banks on savings deposits, including liquid asset accounts, shall not be lower than 12.5% per annum. In addition, interest rates to be paid by banks on time deposits and certificates of deposit may not be lower than 14.5% per annum, regardless of their maturity. This rate will not be applicable to time deposits received by development banks whose main objective is to foster, finance or promote microfinancial activities when the depositor is another bank or financial institution. 11 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 The BCV established that banks may not charge commissions, fees or surcharges to their customers for transactions, operations or services directly related to savings accounts. Banks may charge a commission amounting to the existing balance of dormant savings and current accounts that have been closed if it is below Bs 1. In addition, banks may not charge commissions, fees or surcharges for operations other than those published by the BCV. Through Resolution No. 10-11-01 of November 23, 2010 and Resolution No. 11-07-01 of July 13, 2011, the BCV established that banks may only charge their customers up to Bs 5 for the second plus savings account books issued in the year. Likewise, banks may fix by mutual agreement with their customers the amounts to be charged for commissions, fees or surcharges for providing specialized products or services, as defined in these Resolutions. However, the BCV must approve all amounts before collection. In July 2007, the Constitutional Chamber of the Supreme Tribunal of Justice ruled partly in favor of the lawsuit filed by the National Users’ and Consumers’ Alliance (ANAUCO) against the Venezuelan Banking Association (ABV), the National Banking Council (CBN), SUDEBAN and the BCV. As part of this process, the BCV established that banks may not charge an annual interest rate in excess of 29% or under 17% for credit card lending operations. Moreover, banks may not charge customers commissions, fees or charges for maintaining or renewing credit cards, collecting balances owed, issuing statements or issuing classic or similar credit cards, or for claims filed by credit card holders, whether legitimate or otherwise. Furthermore, the aforementioned Resolution requires banks to pay on amounts credited in excess of the total credit card debt or on any amounts in favor of the cardholder (except for prepaid instruments) annual interest not below that established by the BCV for savings deposits. The BCV established the maximum discount rates and commissions to be charged by banks to affiliated businesses for authorizing and processing point-of-sale operations through credit, debit and prepaid cards or any other financing or electronic payment instrument. Through Resolution No. 10-10-02 issued on June 30, 2011, the BCV reduced by 3 percentage points the 17% minimum legal reserve that banks are required to maintain at the BCV, as per the previous Resolution of October 26, 2010, provided that they use the available resources to purchase instruments issued within the framework of Venezuela’s Great Housing Mission. The terms and conditions of these investments will be as established by the BCV. Through Resolution No. 10-06-01 published in June 2010, the BCV issued the rules for conducting exchange operations. According to these rules, the trading in bolivars of securities denominated in foreign currency issued or to be issued by the Bolivarian Republic of Venezuela, its decentralized agencies or any other issuer may only be conducted through the System for Transactions with Securities in Foreign Currency (SITME). These purchase and sale transactions in bolivars shall be conducted within a certain price band by universal banks, commercial banks, and savings and loan institutions following the terms and conditions established by the BCV. In August 2010, Resolution No. 10-08-01 was issued to allow the BCV’s participation in foreign currency trading operations. Subsequently, through Circular No. SBIF-II-GGNR-GNP-08555 of June 14, 2010, SUDEBAN decided to establish a regulatory exception for authorization requests provided for in the Accounting Manual for Banks, Other Financial Institutions, and Savings and Loan Entities (Accounting Manual) relating to the assignment of National Public Debt Bonds in foreign currency issued by the Bolivarian Republic of Venezuela, its decentralized agencies or any other issuer in circumstances other than those expressly described in the Accounting Manual. This regulatory exception only applies to held-to-maturity securities negotiated through SITME. To qualify for the exception, the transactions must be notified to SUDEBAN, which must receive documentation supporting the transactions together with the approval of the institution’s Treasury Committee or whoever may be acting in its stead (Note 5). 12 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Through Resolution No. 10-09-01, the BCV established that duly authorized universal banks may operate as brokers or intermediaries on the currency market and advertise this activity, in accordance with the BCV’s guidelines, terms and conditions. Other regulations Law for the Advancement of Science, Technology and Innovation This Law establishes that the country’s major corporations will annually earmark 0.5% of gross income generated in Venezuela in the prior year. For the six-month periods ended December 31 and June 30, 2012, the Bank recorded expenses in this connection of Bs 3,266,966 for each semester, included under sundry operating expenses (Note 20). In December 2010, the Venezuelan government enacted the Reform of the Law for the Advancement of Science, Technology and Innovation, which became effective on December 16, 2010. This legal instrument creates the National Fund for Science, Technology and Innovation (FONACIT), which shall be responsible for managing, collecting, controlling, verifying, and quantitatively and qualitatively determining the contributions for science, technology and innovation and their applications. Likewise, the Reform indicates that taxpayers may apply to use the contributions to science, technology and innovation, provided that they develop annual projects, plans, programs and activities for the priority areas defined by the national authority responsible for matters related to science, technology and innovation and their applications and submit them within the third quarter of each year. Subsequently, also within the third quarter of each year, users of the contributions for science, technology and innovation must submit to FONACIT a technical and administrative report of the activities conducted in this connection during the prior year. The partial regulations of the Law for the Advancement of Science, Technology and Innovation were published on November 8, 2011. These regulations govern the contributions, financing and its results, and research, technology and innovation ethics, and require the payment and declaration of contributions within the second quarter after the closing of the period in which gross income was generated. Antidrug Law The Antidrug Law was published in Official Gazette No. 39,510 on September 15, 2010. This Law requires all private corporations, consortia and business-oriented public entities with 50 or more employees to contribute 1% of their annual operating income to the National Antidrug Fund (FONA) within 60 days of their respective year end. Companies belonging to economic groups will make contributions on a consolidated basis. The FONA shall use these contributions to finance plans, projects and programs for the prevention of illegal drug traffic. The contributions to the FONA shall be distributed as follows: 40% for prevention projects for the contributor’s employees and their families; 25% for child welfare protection programs; 25% for antidrug traffic programs; and 10% to finance the FONA’s operating costs. In addition, companies are required to employ rehabilitated individuals to facilitate their social reintegration. The Antidrug Law repeals the Law on Narcotic and Psychotropic Substances published in Official Gazette No. 38,337 on December 16, 2005, and its Partial Regulations of June 5, 1996, published in Official Gazette No. 35,986 on June 21, 1996. Resolution No. 004-2011 was published in Official Gazette No. 39,643 on March 28, 2011 to establish the regulations for payment of contributions and special contributions according to applicable laws. This Resolution also established that the Antidrug Law will be effective for periods beginning after September 15, 2010 when the Law was enacted, and for periods that began before that date the Law on Narcotic and Psychotropic Substances will apply. 13 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 For the six-month periods ended December 31 and June 30, 2012, the Bank recorded expenses in this connection of Bs 3,347,542 and Bs 1,922,375, respectively, included under sundry operating expenses (Note 20). Exchange Offenses Law A Reform of the Exchange Offenses Law was published on May 17, 2010 to include in the legal definition of foreign currency securities denominated in foreign currency or which can be traded in such. The Reform also grants the BCV exclusive control over foreign currency trading, regardless of the amount of the transaction, whether through money or the purchase of securities that are intended to be sold prior to their maturity date. Law against Organized Crime and Terrorism Financing The Law against Organized Crime and Terrorism Financing was published in Official Gazette No. 39,912 on April 30, 2012 to prevent, investigate, prosecute, typify and punish offenses involving organized criminal groups and terrorism. Sports and Physical Education Law The Sports and Physical Education Law was passed in August 2011. This Law seeks to regulate physical education and the sponsorship, organization and management of sporting activities as public services. Companies subject to this Law must contribute 1% of their net income to the activities contemplated therein. The first Partial Regulations to this Law were published on February 28, 2012 to establish the method for declaring and paying this contribution, the former within 190 days of period end. Through Circular No. SIB-II-GGR-GNP-12159 of May 4, 2012, SUDEBAN established regulations on how this contribution must be paid and recorded. New Labor Law The new Labor Law was published in Official Gazette No. 39,916 on May 7, 2012. This Law incorporates certain changes to the previous Labor Law of June 19, 1997 and its reform of May 6, 2011, particularly with respect to the calculation of certain employee benefits, such as vacation bonus, profit sharing, maternity leave, and the retrospective accrual of length-of-service benefits. In addition, the new Law reduces working hours and extends job security for new parents. This Law became effective upon its publication in the Official Gazette. Through Notice No. SIB-II-GGR-GNP-38442 of November 27, 2012, SUDEBAN clarified that, in accordance with the Accounting Manual, banks must apply International Accounting Standards as supplemental guidance for issues not treated in said Accounting Manual, prudential regulations or prevailing accounting principles generally accepted in Venezuela issued by the Venezuelan Federation of Public Accountants (FCCPV), such as the liability arising from the new labor legislation. SUDEBAN also indicated that the methodology used to determine this liability must be applied consistently, must be contemplated in the Bank’s rules and policies, and must be approved by the Board of Directors. As reflected in Minutes No. 218 of the Board of Directors’ Meeting on February 6, 2013, the Bank will use a simplified calculation, which has been duly approved, to determine its liability with respect to length-of-service benefits. Such liability shall be the greater of the sum of 15 days of salary deposited quarterly in employee trust funds plus two additional days of salary for each year of service–amount that had already been recorded as salaries and employee benefits–and the sum of 30 days of salary for each year of service or fraction over six months, calculated based on the last salary earned by the employee. At December 31, 2012, the Bank has set aside a provision of Bs 6,274,709 in this connection, recorded against expenses for the sixmonth period ended December 31, 2012 (Bs 5,930,754 at June 30, 2012) (Note 17). 14 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 2. Basis of preparation The accompanying financial statements at December 31 and June 30, 2012 have been prepared based on the accounting rules and instructions of SUDEBAN included in the Accounting Manual, which differ in certain material respects from generally accepted accounting principles (VEN NIF) published by the Venezuelan Federation of Public Accountants (FCCPV), of mandatory application in Venezuela as from January 1, 2008. VEN NIF are mainly based on International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), except for certain criteria concerning adjustments for inflation and the valuation of foreign currency assets and liabilities, among others. Through Resolution No. 648.10 of December 28, 2010, SUDEBAN deferred the presentation of consolidated or combined financial statements prepared under VEN NIF as supplementary information and established that, until otherwise stated, consolidated or combined financial statements and their notes must continue to be presented as supplementary information in accordance with generally accepted accounting principles in effect at December 31, 2007 (VEN GAAP). At December 31 and June 30, 2012, the main differences identified by management between the accounting rules and instructions of SUDEBAN and VEN NIF that affect the Bank are the following: 1) VEN NIF Adoption Bulletin No. 2 (BA VEN NIF 2) establishes criteria for applying International Accounting Standard No. 29 (IAS 29), “Financial reporting in hyperinflationary economies” in Venezuela and requires that the effects of inflation on the financial statements be recognized in accordance with IAS 29, provided that inflation for the year exceeds one digit. SUDEBAN has stipulated that inflation-adjusted financial statements must be provided as supplementary information. For purposes of additional analysis, the Bank has prepared inflation-adjusted financial statements using the General Price Level (GPL) method. The inflation rate for the six-month period ended December 31, 2012 was 11.70% (7.49% for the six-month period ended June 30, 2012) (Note 34). 2) The Accounting Manual establishes that interest earned on overdue or in-litigation loans shall not be recognized as income but shall be recorded under memorandum accounts, as shall all subsequent interest earned. VEN NIF establish that for financial instruments carried at amortized cost, the amount of the impairment is the difference between the instrument’s carrying amount and the present value of estimated future cash flows generated by the instrument, discounted at the original effective interest rate. Impairment exists when the present value of an instrument’s future cash flows is lower than the carrying amount, in which case interest income shall be recognized taking into account the discount rate applied to future cash flows for determining impairment losses. 3) The Accounting Manual establishes that loans whose original repayment schedule, term, or other conditions have been modified at the request of the debtor must be reclassified within rescheduled loans. VEN NIF provide no specific guidance. However, they do state that impairment losses on financial assets carried at amortized cost shall be charged to the results for the period in which they are incurred. In addition, the Accounting Manual establishes that loans classified as overdue must be written off within 24 months after inclusion in this category. Loans in litigation must be fully provided for after 24 months in the in-litigation category. In addition, overdue monthly loan installments that have been repaid must be classified to the category to which they pertained before being classified as overdue. Likewise, when a debtor repays pending loan installments of a loan in litigation, thereby 15 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 terminating the lawsuit, the loan must be reclassified to the category to which it pertained before being classified as in litigation or overdue. According to VEN NIF, accounts receivable are recorded based on their recoverable amount. 4) Assets received as payment are recorded at the lower of cost and market value and amortized using the straight-line method over one to three years. Idle assets must be written out of asset accounts after 24 months. In accordance with VEN NIF, assets received as payment are stated at the lower of cost and market value, and are classified as available-for-sale assets or investment property depending on their use. Investment properties are depreciated over their expected income-generating term. 5) The Accounting Manual establishes that property and equipment is initially recorded at acquisition or construction cost, as applicable. However, VEN NIF allows property and equipment to be revalued, and any increase in value is credited to equity under revaluation surplus. 6) Significant leasehold improvements are recorded as amortizable expenses and included under other assets. According to VEN NIF, they must be shown as part of property and equipment. Gains or losses on the sale of personal and real property are shown in the income statement. 7) The Bank computes a deferred tax asset or liability in respect of temporary differences between the tax bases and carrying amounts in the financial statements, except for provisions for losses on other than high risk or unrecoverable loans. A deferred tax asset is not recognized for any amount exceeding future taxable income. In accordance with VEN NIF, a deferred tax asset is recognized in respect of all temporary differences between the carrying amount of assets and liabilities and their tax bases, provided that its realization is assured beyond any reasonable doubt. 8) The Bank presents convertible bonds as part of equity (Note 24). In accordance with VEN NIF, convertible bonds must be presented as a financial instrument forming part of the Bank’s liabilities. 9) Other assets include deferred expenses incurred by the Bank during the currency redenomination process, which are amortized as from April 2008 using the straight-line method (Note 12). Other assets also include deferred personnel, general, administrative and operating expenses related to the acquisition of Stanford Bank, S.A., which will be amortized over 15 years as from January 1, 2010 (Note 11). In accordance with VEN NIF, these types of costs may not be deferred and must be recorded in the income statement as incurred. 10) In conformity with SUDEBAN rules, the Bank sets aside the general allowance for the loan portfolio with a charge to the results for the period. VEN NIF require that these allowances be recorded as a restricted amount of retained earnings in equity, provided that they do not meet conditions established in IAS 37, “Provisions, contingent liabilities and contingent assets.” 11) At December 31 and June 30, 2012, the Bank, in conformity with SUDEBAN rules, maintains a general 1% allowance of the loan portfolio balance, except for the balance of the microcredit portfolio, for which it maintains a general 2% allowance. VEN NIF require that the Bank first assess whether objective evidence of impairment exists individually for loans that are individually significant, or collectively for loans that are not individually significant. Impairment losses shall be recognized in the results for the period. 12) SUDEBAN rules require foreign currency balances and transactions to be measured at the prevailing official exchange rate established by the BCV of Bs 4.30/US$1, except for foreign currency securities issued by the Bolivarian Republic of Venezuela or by state-owned companies, which are measured at the average exchange rate of securities traded through SITME the last day of each month. In conformity with VEN NIF, foreign currency transactions and balances shall be 16 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 measured and recorded taking into consideration a comprehensive assessment of the entity’s financial position, its monetary position in foreign currency and the financial impact of the applicable exchange regulations. In addition, instructions issued by the FCCPV on this matter state that: - Foreign currency items shall be measured: a) at the official exchange rates established in the different exchange agreements issued by the BCV and the Venezuelan government, or b) on the basis of best estimates of future cash flows in bolivars expected to be required or received to settle liabilities or realize assets at the transaction or balance sheet date, using the exchange or settlement mechanisms permitted under Venezuelan law (e.g., SITME). - Assets in foreign currency required to be sold to the BCV shall be measured at the official exchange rates established by the BCV. - Assets in foreign currency not required to be sold to the BCV shall be measured: a) on the basis of the liabilities that are not reasonably expected to be settled with foreign currency purchased from the Venezuelan government at the official exchange rate, or b) on the basis of best estimates of future cash flows in bolivars expected to be received to realize these assets at the transaction or balance sheet date, using the exchange or settlement mechanisms permitted under Venezuelan law (e.g., SITME). 13) Investments in trading securities may not remain in this category for more than 90 days after they have been classified. In conformity with VEN NIF, these investments may remain in this category indefinitely. 14) In accordance with SUDEBAN rules, available-for-sale assets reclassified to the held-to-maturity category are recorded at their fair value at the reclassification date. Unrealized gains or losses are maintained separately in equity and are amortized over the investment’s remaining life as an adjustment to yield. In conformity with VEN NIF, the fair value of the investment at the reclassification date becomes the new amortized cost basis, and any gain or loss previously recognized in equity is accounted for as follows: a) gains or losses on fixed maturity investments, as well as any difference between the new amortized cost and value at maturity, are taken to profit and loss and amortized over the investment’s remaining life, and b) gains or losses on non-maturing investments will remain in equity until the asset is sold or otherwise disposed of, when it shall be recognized in profit or loss. Any subsequent impairment losses recorded in equity shall be recognized in the results for the period. 15) Discounts or premiums on held-to-maturity investments are amortized over the term of the security with a debit or credit to gain or loss on investment securities under other operating income or other operating expenses, respectively. In conformity with VEN NIF, discounts or premiums must be accounted for as part of the security’s yield and, therefore, must be recognized under interest income. 16) Subsequent recoveries of permanent losses arising from impairment in the fair value of investment securities do not affect the new cost basis. VEN NIF allow recovery of impairment losses on debt securities. 17 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 17) The Accounting Manual establishes timeframes to record provisions for bank reconciling items, matured securities, pending items and accounts receivable forming part of other assets, loan interest suspension, interest receivable and derecognition of certain assets, among others. VEN NIF do not establish timeframes for creating provisions for these items; provisions are recorded based on best estimates of collection or recovery. 18) Other assets include the difference between the purchase price and the book value of Stanford Bank’s assets and liabilities, which will be amortized using the straight-line method over 15 years. According to VEN NIF, goodwill should not be amortized but tested for impairment annually or whenever events or circumstances indicate that the value of the respective reporting unit may be impaired. Impairment is determined by comparing the carrying amount of the cash generating unit to its recoverable amount, and if the carrying amount exceeds the recoverable amount, an impairment loss is recognized in the income statement. 19) At December 31 and June 30, 2012, other assets include deferred expenses of Bs 10,848,455 and Bs 16,320,460, respectively, related to disbursements for the new chip-based credit and debit cards. These disbursements include advisory, training and other personnel expenses, advertising, and client education on the adequate use of electronic payment services, accommodation of physical spaces, and replacement of debit and credit cards. They will be amortized beginning January 2011 using the straight-line method (Note 12). In accordance with VEN NIF, these expenses may not be deferred but must be recorded in the income statement when incurred. 20) SUDEBAN established that gains and losses resulting from foreign exchange fluctuations must be recorded in equity. Under VEN NIF, gains and losses resulting from foreign exchange fluctuations must be recorded in the income statement for the period in which they occur. During the six-month period ended December 31, 2012, the Bank did not record exchange fluctuations with regard to its foreign currency assets and liabilities (Notes 4 and 25-c). 21) For purposes of the cash flow statement, the Bank considers as cash equivalents cash and due from banks. VEN NIF consider as cash equivalents investments and deposits maturing within 90 days. 22) SUDEBAN established that expenses incurred in relation to the social contribution provided in Article No. 48 of the Law on Banking Sector Institutions shall be recorded as a prepaid expense within other assets and amortized during the six-month period in which the contribution was paid. Under VEN NIF, this contribution must be expensed as incurred. 23) SUDEBAN established that expenses incurred in relation to the contribution under the Sports and Physical Education Law shall be expensed when paid. Under VEN NIF, this contribution must be expensed as incurred. 24) The Accounting Manual establishes that transfers between investment categories or sales of investments for reasons other than those established in said Accounting Manual must be authorized by SUDEBAN. The sale or transfer of held-to-maturity investments shall not be considered to be inconsistent with their original classification under the following circumstances: a) a significant deterioration in the issuer’s creditworthiness; b) a change in tax law that eliminates or reduces the tax-exempt status of interest on the debt security; 18 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 c) a major business combination or major disposition that necessitates the sale or transfer of the security to maintain the enterprise’s existing interest rate risk position or credit risk policy; d) a change in statutory or regulatory requirements significantly modifying either what constitutes a permissible investment or the maximum level of investments in certain kinds of securities; e) a significant increase by the regulator in the industry’s capital requirements; and f) a significant increase in the risk weights of debt securities used for regulatory risk-based capital purposes. Changes in circumstances and other events that are isolated, nonrecurring and unusual and that could not have been reasonably anticipated may cause an entity to sell or transfer held-to-maturity investments without calling into question the entity’s intent to hold other securities to maturity. According to VEN NIF, if an entity sells or reclassifies more than an insignificant proportion of held-to-maturity investments before maturity, the entity may not classify any financial asset as held-to-maturity for two years from the date the sale or transfer occurred. In addition, any remaining held-to-maturity securities must be reclassified as available for sale and measured at fair value. The accounting policies followed by the Bank are: a) Foreign currency Foreign currency transactions and balances are recorded at the official exchange rate in effect at the transaction date. Foreign currency balances at December 31 and June 30, 2012 are shown at the official exchange rate of Bs 4.30/US$1, except for foreign currency securities issued by the Bolivarian Republic of Venezuela or by state-owned companies, which since October 2011 are recorded at the average implicit exchange rate of securities traded through SITME the last day of each month. At December 31, 2012, the SITME rate was Bs 5.30/US$1 (Note 4). Exchange gains and losses other than those resulting from the official currency devaluation are included in the results for the period (Note 25). The Bank does not engage in hedging activities in connection with its foreign currency transactions and balances. The Bank is exposed to foreign exchange risk. b) Translation of financial statements in foreign currency Assets, liabilities and income accounts of the Curacao Branch were translated at the official exchange rate of Bs 4.30/US$1, except for foreign currency securities issued by the Bolivarian Republic of Venezuela or by state-owned companies, which were translated at the average implicit exchange rate of securities traded through SITME the last day of each month. The adjustment resulting from translating the financial statements of the Branch into bolivars is shown in the income statement under other operating income (in equity at June 30, 2012) (Notes 19 and 25). c) Investment securities Investment securities are classified upon acquisition, based on their intended use, as overnight deposits, investments in trading securities, investments in available-for-sale securities, investments in held-to-maturity securities, restricted investments and investments in other securities. All transfers between different investment categories or sales of investments under circumstances other than those established in the Accounting Manual must be authorized by SUDEBAN. 19 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Deposits with the BCV and overnight deposits Excess liquidity deposited in overnight deposits and debt securities issued by Venezuelan financial institutions maturing within 60 days are included in this account. Investments in trading securities Investments in trading securities are recorded at fair value and comprise investments in debt and equity securities which may be converted into cash within 90 days of their acquisition. Unrealized gains or losses resulting from differences in fair values are included in the income statement. Gains and losses from fluctuations in the exchange rate are included in equity. These securities, regardless of their maturity, must be negotiated and written out of this account within 90 days of their classification, i.e., they may not remain in this category for more than 90 days. Investments in available-for-sale securities Investments in available-for-sale debt and equity securities are recorded at fair value and unrealized gains or losses, net of income tax, resulting from differences in fair value are included in equity. If investments in available-for-sale securities correspond to instruments denominated in foreign currency, the fair value will be determined in foreign currency and then translated at the official exchange rate in effect. Gains or losses from fluctuations in the exchange rate are included in equity. Permanent losses from impairment in the fair value of these investments are recorded in the income statement under other operating expenses for the period in which they occur. Any subsequent recovery in fair value is recognized as an unrealized gain, net of income tax, in equity (Note 5-a). These investments may not remain in this category for more than one year, except for securities issued and guaranteed by the Venezuelan government and investments in shares of mutual guarantee companies. Investments in held-to-maturity securities Investments in debt securities that the Bank has the firm intention and ability to hold until maturity are recorded at cost, which should be consistent with market value at the time of purchase, subsequently adjusted for amortization of premiums or discounts. Discounts or premiums on acquisition are amortized over the term of the securities as a credit or debit to other operating income and other operating expenses. The book value of investments denominated in foreign currency is adjusted at the exchange rate in effect at period end. Gain and losses from fluctuations in the exchange rate are included in equity. The Bank assesses at each balance sheet date, or sooner if circumstances require it, whether there is any objective evidence that a financial asset or group of financial assets is impaired. An impairment in the fair value of held-to-maturity and available-for-sale securities is charged to the results for the period when management considers that it is other than temporary. Certain factors identified as indicators of impairment are: 1) a prolonged period where fair value remains substantially below cost, 2) the financial difficulty of the issuer, 3) a fall in the issuer’s credit rating, 4) the disappearance of an active market for the security, and 5) the Bank’s intention and ability to hold the investment long enough to allow for recovery of fair value, among others. For the six-month periods ended December 31 and June 30, 2012, the Bank has identified no permanent impairment in the value of its investments (Note 5-b). Sales or transfers of investments in held-to-maturity securities do not affect the original intention for which these securities were acquired when: a) the sale occurs so close to their maturity date that interest rate risk is extinguished (i.e., changes in market interest rates will not significantly affect the realizable value of the investment) or b) the sale occurs after the entity has collected a substantial portion (more than 85%) of the outstanding principal at the transaction date, in addition to all other conditions established in the Accounting Manual. 20 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Restricted investments Restricted investments originating from other investment categories are measured using criteria used to record those investments from which they are derived. Securities or loans Bank contractually sells and commits to repurchase at an agreed date and price, i.e., for Bank acts as the reporting entity, are valued using the same criteria as for investments securities. the same which the which the in trading Investments in other securities Investments in other securities include investment trusts, as well as investments not classified under any other category. The Bank uses the specific identification method to determine the cost of securities and this same basis to calculate realized gains or losses on the sale of trading or available-for-sale securities. d) Loan portfolio Commercial loans and term, mortgage and credit card loan installments are classified as overdue if repayment is more than 30 days past due. In conformity with SUDEBAN rules, advances on negotiated letters of credit are classified as overdue if not repaid within 270 days after they were granted by the Bank. Furthermore, when any related installment is more than 90 days past due, the entire principal balance is classified as overdue. In addition, the entire balance of microcredits, payable in weekly or monthly installments, is considered past due if repayment of at least one weekly installment is 14 days overdue or one monthly installment is 60 days overdue. Rescheduled loans are those whose original repayment schedule, term, or other conditions have been modified based on a refinancing agreement and certain terms and conditions set out in the Accounting Manual. Loans in litigation are those in the legal collection process. Loans classified as overdue must be written off within 24 months after inclusion in this category. Loans in litigation must be fully provided for after 24 months in the in-litigation category. In addition, overdue monthly loan installments that have been repaid must be reclassified to the category to which they pertained before being classified as overdue. Likewise, when an individual repays pending loan installments of a loan in litigation, thereby terminating the lawsuit, the Bank must reclassify the loan to the category to which it pertained before being classified as in litigation or overdue. e) Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with SUDEBAN rules requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results may differ from those estimates. Below is a summary of the main estimates used in the preparation of the financial statements: Investment securities Investment securities and interest not collected 30 days after maturity date are provided for in full. Loan portfolio and contingent loans The Bank performs a quarterly review of at least 90% of its loan portfolio and contingent loans to determine the specific allowance for possible losses on each loan. This review takes into account factors such as economic conditions, client credit risk and credit history. Moreover, each quarter the Bank calculates an allowance for losses on loans not individually reviewed, equivalent to the risk percentage resulting from the specific review of loans. In addition, in accordance with SUDEBAN rules, 21 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 the Bank maintains a general 1% allowance of the loan portfolio balance, except for the balance of the microcredit portfolio, for which it maintains a general 2% allowance, plus any additional general allowances deemed necessary. General or specific allowances may not be released without the authorization of SUDEBAN. Other assets The Bank assesses collectibility of items recorded under other assets using the same criteria, where applicable, as those applied to the loan portfolio. Furthermore, the Bank sets aside provisions for those items that require them due to their nature or aging. Provision for legal and tax claims The Bank sets aside a provision for legal and tax claims considered probable and reasonably quantifiable based on the opinion of its legal advisors. Based on this opinion, management believes that the outcome of legal and tax claims outstanding at December 31 and June 30, 2012 will be favorable to the Bank (Note 30). However, this opinion is based on events to date; the outcome of these lawsuits could differ from that expected. f) Available-for-sale assets Personal and real property received as payment is recorded at the lower of assigned value, book value, market value or appraisal value not older than one year, and is amortized using the straight-line method over one to three years, respectively. The remaining available-for-sale assets are recorded at the lower of cost and realizable value. Gains or losses from the realization of available-for-sale assets are included in the income statement. Other available-for-sale assets and assets idle for more than 24 months must be written out of asset accounts. g) Property and equipment Property and equipment is recorded at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Significant leasehold improvements are recorded as amortizable expenses and included under other assets. Gains or losses on the sale of personal and real property are shown in the income statement. h) Deferred expenses Deferred expenses mainly include start-up, leasehold improvement and software license costs. These expenses are recorded at cost, net of accumulated amortization. Amortization is calculated using the straight-line method over four years. Expenses incurred during the currency redenomination process related to advisory, training, travel and other personnel, advertising, software and security expenses will be amortized as from April 2008 using the straight-line method over one to six years (Note 12). Deferred expenses related to the Stanford Bank merger shall be amortized using the straight-line method over 15 years as from January 2010 (Notes 11 and 12). The difference between the purchase price and the book value of Stanford Bank’s assets and liabilities is amortized using the straight-line method over 15 years as from June 2009 (Notes 11 and 12). Deferred expenses related to the project for the new chip-based credit and debit cards will be amortized using the straight-line method over one to six years as from January 2011 (Note 12). 22 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 i) Income tax The Bank’s tax year ends on December 31. The tax provision is based on management’s projection of tax results. The Bank records a deferred tax asset when, in the opinion of management, there is reasonable expectation that future tax results will allow its realization. In addition, according to the Accounting Manual, the amount by which the deferred tax asset exceeds tax expense for the year is not recognized (Note 18). j) Employee benefits Accrual for length-of-service benefits The Bank accrues for its liability in respect of length-of-service benefits, which are a vested right of employees, based on the provisions of the new Labor Law (LOTTT) (Note 1) and the prevailing collective labor agreement and deposits amounts accrued in a trust fund on behalf of each employee. The Bank does not have a pension plan or other post-retirement benefit programs for its employees; it does not grant stock purchase options. Profit sharing Under the collective labor agreement, the Bank is required to pay a share of its annual profits to its employees of up to 120 days of salary. Expenses incurred in this connection during the first six-month period of each year are paid in April and July, and the remaining liability in November. At December 31 and June 30, 2012, the Bank has recorded Bs 23,684,119 and Bs 18,742,072, respectively, in this connection, shown under salaries and employee benefits. Vacation leave and vacation bonus The new Labor Law and the collective labor agreement grant each employee a minimum of 15 days of vacation leave each year and a vacation bonus based on length of service. The Bank accrues amounts accordingly (Note 17). k) Recognition of revenue and expenses Interest on loans, investments and accounts receivable is recorded as income when earned by the effective interest method, except: a) interest receivable more than 30 days overdue, b) interest on loans overdue or in litigation, or loans classified as real risk, high risk or unrecoverable, and c) overdue interest, all of which are recorded as income when collected. Interest collected in advance is included under accruals and other liabilities as deferred income and recorded as income when earned (Note 17). Interest on current and rescheduled loan portfolios collectible after six months or more is recorded as deferred income under accruals and other liabilities when earned and as income when collected. Commissions from loans granted are recorded as income upon collection under income from other accounts receivable. Income from financial leases and amortization costs of leased property are shown net in the income statement as interest income from the loan portfolio. Interest on customer deposits, liabilities and borrowings is recorded as interest expense when incurred using the effective interest method. l) Residual value Residual value is the estimated value of assets upon termination of the financial lease. The Bank recognizes residual value as income when collected. 23 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 m) Assets received in trust Assets received in trust are valued using the same parameters used by the Bank to value its own assets, except for investment securities, which are shown at cost and subsequently adjusted for amortization of premiums or discounts. Any permanent impairment in the value of these investments is recorded in trust fund results for the period in which it occurs. During the six-month periods ended December 31 and June 30, 2012, no permanent losses were identified. n) Net income per share Basic net income per share has been determined by dividing net income for the six-month period by the weighted average of shares outstanding during the period. o) Cash flows For purposes of the cash flow statement, the Bank considers as cash equivalents cash and due from banks. p) Use of financial instruments The Bank is mainly exposed to credit, foreign exchange, market, interest rate and liquidity risks. Below is the risk policy used by the Bank for each type of risk: Credit risk The Bank assumes exposure to credit risk when a counterparty is unable to pay off its debts at maturity. The Bank monitors credit risk exposure by regularly analyzing payment capabilities of its borrowers. The Bank structures the level of credit risk by establishing limits for individual and group borrowers. The Bank requests fiduciary or mortgage guarantees, collateral or certificates of deposit after assessing specific borrower characteristics. Foreign exchange risk Foreign exchange risk arises from fluctuations in the value of financial instruments due to changes in foreign currency exchange rates. The Bank’s transactions are mainly in bolivars. However, when the Bank identifies short or medium-term market opportunities, investments might be deposited in foreign currency instruments, mainly in U.S. dollars. Market risk The Bank assumes exposure to market risk. Market risk arises from open positions in interest rate, currency and equity products, all of which are exposed to general and specific market movements. The Bank evaluates market risk on a regular basis and the Board of Directors sets limits on the level of risk concentrations that may be assumed, which is regularly supervised. Interest rate risk The Bank assumes exposure from the effects of fluctuations in market interest rate levels on its financial position and cash flows. Interest margins may increase as a result of such changes but may diminish or lead to losses in the event of unexpected movements. 24 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 The Bank analyzes its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Bank calculates the impact on profit and loss of a given interest rate shift. Simulations are performed regularly. Based on various scenarios, the Bank manages its cash flow interest rate risk. Liquidity risk The Bank reviews on a daily basis its available cash resources, overnight deposits, current accounts, maturing deposits and loans, as well as its guarantees and margins. The Bank’s investment strategy is aimed at guaranteeing an adequate liquidity level. A large portion of the investment portfolio includes securities issued by the Bolivarian Republic of Venezuela and other highly liquid obligations. Operational risk The Bank considers exposure to operational risk arising from direct or indirect losses that result from inadequate or defective internal processes, human error, system failures or external events. The structure used by the Bank to measure operational risk is based on a qualitative and quantitative approach. The first identifies and analyzes risks before related events occur; the second mainly relies on the analysis of events and experiences gained from them. Fiduciary activities The Bank acts as custodian, administrator and manager of third-party investments. As a result, in certain cases, the Bank purchases and sells a wide range of financial instruments. These trust fund assets are not included in the Bank’s assets. At December 31, 2012, trust fund assets amount to Bs 971,641,295 (Bs 787,135,059 at June 30, 2012), shown under memorandum accounts (Note 22). 3. Cash and due from banks At December 31, 2012, the balance of the account with the BCV mainly includes Bs 3,070,135,180 in respect of the legal reserve deposit in local currency (Bs 1,964,240,629 at June 30, 2012) (Note 29). In addition, at December 31, 2012, the account with the BCV includes Bs 1,279,956,654 in respect of demand deposits held by the Bank at the BCV (Bs 926,517,989 at June 30, 2012). At December 31 and June 30, 2012, pending cash items relate to clearinghouse operations conducted by the BCV and other banks. 4. Foreign currency assets and liabilities In February 2003, the Venezuelan government established an exchange control regime coordinated, managed and controlled by the Commission for the Administration of Foreign Currency (CADIVI). On January 8, 2010, the Venezuelan government and the BCV enacted Exchange Agreement No. 14 to introduce an exchange rate of Bs 2.60/US$1 applicable to priority imports, and Bs 4.30/US$1 applicable to all other imports. 25 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 On December 30, 2010, the Venezuelan government and the BCV enacted Exchange Agreement No. 14 to eliminate, as from January 1, 2011, the two-tiered exchange rate system and reinstate a single exchange rate of Bs 4.2893/US$1 (purchase) and Bs 4.30/US$1 (sale). In January, July and August 2010, SUDEBAN established the guidelines for the accounting treatment of gains and losses resulting from the effect of the variation in the official exchange rate established in Exchange Agreement No. 14. These gains or losses shall be recorded in equity under exchange gain (loss) from holding foreign currency assets and liabilities. Furthermore, the SUDEBAN Resolution restricts the use of exchange gains to: a) cover any losses incurred until September 30, 2010 from the trading of Venezuelan Government National Public Debt Bonds through SITME; b) set aside provisions for contingencies or cover deficit balances; and c) increase capital. Through a Circular issued on January 4, 2011, the BCV informed commercial and universal banks participating in the System for the Electronic Custody of Securities (SICET) and the System for Collateral and Credit Lines (SIGALC) that secondary market transactions with Principal and Interest Covered Bonds (TICCs) would be settled at the exchange rate of Bs 4.30/US$1, and related coupons payable for interest due would be settled at the exchange rate in effect two bank days prior to the coupon starting date. Subsequently, on October 14, 2011, the BCV established that public-sector securities in foreign currency would be measured and recorded at the average value date exchange rate at the last day of each month for transactions conducted through SITME managed by the BCV. In January and October 2011, SUDEBAN established the guidelines for the accounting treatment of gains and losses resulting from the effect of changes in the official exchange rate established in Exchange Agreement No. 14 and Resolution No. 11-10-01. These gains shall be recorded in equity within exchange gain (loss) from holding foreign currency assets and liabilities. Furthermore, this Resolution restricts the use of exchange gains to: a) absorb operating losses or deficit maintained in equity accounts at June 30, 2011; b) cover deficit balances through asset contingency provisions, and make adjustments or record losses as determined by SUDEBAN until March 31, 2012; c) offset deferred expenses based on special plans approved by SUDEBAN until December 31, 2011, as well as costs and goodwill generated until March 31, 2012; d) absorb other losses incurred from applying the adjustment plan established in the temporary provisions of the Law on Banking Sector Institutions, approved by SUDEBAN, until March 31, 2012; and e) increase capital stock when exchange gains are realized. The Bank’s balance sheet with its Curacao Branch at December 31 and June 30, 2012 includes the following foreign currency balances denominated mainly in U.S. dollars (US$) and stated at the official exchange rates mentioned above: December 31, 2012 US$ Curacao Branch Eliminations Total 999,005 12,925,381 15,842,715 21,698,261 31,648,847 (12,469,855) - 999,005 22,153,787 47,491,562 4,295,721 95,261,284 246,045,663 32,804,064 394,083 25,817,574 823,611 - 25,817,574 32,804,064 1,217,694 111,015,568 141,057,475 6,299,520 1,000,000 1,318,887 24,130 4,675 (1,000,000) - 24,130 1,323,562 103,759 5,691,317 65,284,135 80,017,098 (13,469,855) 131,831,378 609,770,307 Bank Assets Cash and due from banks Cash Foreign and correspondent banks Investment securities Loan portfolio, net of provision Current loan portfolio Outstanding letters of credit issued and negotiated Interest and commissions receivable Investments in subsidiaries, affiliates and branches and agencies abroad Property and equipment Other assets, net of provision Total assets 26 Equivalent in bolivars Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 December 31, 2012 US$ Liabilities Customer deposits Borrowings Other liabilities from financial intermediation Interest and commissions payable Accruals and other liabilities Total liabilities Bank Curacao Branch Eliminations Total 5,000,000 4,732,694 7,816 2,183,354 73,865,484 22,034 527,268 (12,469,855) - 61,395,629 5,000,000 4,732,694 29,850 2,710,622 264,001,205 21,500,000 20,350,584 128,355 11,655,675 11,923,864 74,414,786 (12,469,855) 73,868,795 317,635,819 Equity Assigned capital Other debtor memorandum accounts (Note 22) Foreign currency purchases Foreign currency sales Equivalent in bolivars - 1,000,000 (1,000,000) - - 11,923,864 75,414,786 (13,469,855) 73,868,795 317,635,819 7,768,459 (7,768,459) - - 7,768,459 (7,768,459) 33,404,374 (33,404,374) June 30, 2012 US$ Curacao Branch Bank Assets Cash and due from banks Cash Foreign and correspondent banks Investment securities Loan portfolio, net of provision Current loan portfolio Outstanding letters of credit issued and negotiated Interest and commissions receivable Investments in subsidiaries, affiliates and branches and agencies abroad Property and equipment Other assets, net of provision Eliminations Equivalent in bolivars Total 656,489 8,838,152 10,588,778 49,872,449 7,569,879 (78,659) - 656,489 58,631,942 18,158,657 2,822,903 252,117,349 92,628,045 - 12,604,082 - 12,604,082 54,197,553 25,419,901 267,196 142,958 - 25,419,901 410,154 109,305,574 2,110,110 1,000,000 2,271,022 28,302 11,283,607 (1,000,000) (11,278,932) 28,302 2,275,697 121,699 9,785,497 49,041,538 81,501,277 (12,357,591) 118,185,224 523,088,730 Liabilities Customer deposits Borrowings Other liabilities from financial intermediation Interest and commissions payable 7,610,160 2,310,358 77,946,078 8,068 142,467 (11,357,591) - 66,588,487 7,610,160 8,068 2,452,825 286,330,494 32,723,688 34,692 10,547,143 Accruals and other liabilities 9,920,518 78,096,613 (11,357,591) 76,659,540 329,636,017 Total assets Total liabilities Equity Assigned capital Other debtor memorandum accounts (Note 22) Foreign currency purchases Foreign currency sales - 1,000,000 (1,000,000) - - 9,920,518 79,096,613 (12,357,591) 76,659,540 329,636,017 8,943,258 (8,943,258) - - 8,943,258 (8,943,258) 38,456,023 (38,456,023) At December 31, 2012, the Bank has a net monetary asset position in foreign currency of US$53,360,271, equivalent to Bs 243,071,748 (US$39,121,020, equivalent to Bs 176,464,786, at June 30, 2012), calculated based on the rules laid down by the BCV. This amount does not exceed the maximum limit set by the BCV, which at December 31 and June 30, 2012 is 30% of the Bank’s equity, equivalent to US$118,132,119 and US$84,552,525, respectively. At December 31 and June 30, 2012, the calculation of this limit includes convertible bonds of Bs 100,000,000 since SUDEBAN allowed their inclusion in the Bank’s equity structure. 27 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 At December 31, 2012, calculation of the net foreign currency position does not include balances of the Curacao Branch or TICCs with a par value of US$90,489,793 (US$90,484,193 at June 30, 2012), bonds issued by Petróleos de Venezuela, S.A. (Petrobonos 2013, 2014, 2015 and 2016) and International Sovereign Bonds 2019, 2022, 2024 and 2031 with a par value of US$16,629,500 (US$28,129,000 at June 30, 2012) and interest receivable in connection with these securities of US$1,437,137 (US$1,512,691 at June 30, 2012), as they are not required for this calculation. At December 31 and June 30, 2012, the Bank has other liabilities from financial intermediation arising from letters of credit. During the six-month period ended December 31, 2012, the Bank recorded exchange gains and losses of Bs 34,872,525 and Bs 19,346,900, respectively (Bs 20,877,343 and Bs 14,172,293, respectively, during the six-month period ended June 30, 2012), arising from exchange fluctuations of the U.S. dollar with respect to other foreign currencies (Notes 19 and 20). During the six-month period ended December 31, 2012, the Bank recorded US$1,953,546, equivalent to Bs 8,400,248 (US$1,721,280, equivalent to Bs 7,401,504, at June 30, 2012) in respect of service fees, mainly from client transactions with CADIVI (Note 19). Subsequent event On February 8, 2013, the Venezuelan government and the BCV amended Exchange Agreement No. 14 and established, as from that date, a single exchange rate of Bs 6.2842/US$1 (purchase) and Bs 6.30/US$1 (sale). Where certain conditions are met, some transactions will be liquidated at the official exchange rate established in Exchange Agreement No. 14 of December 30, 2010 of Bs 4.30/US$1. Article No. 12 of this Exchange Agreement provides for the creation of the Office for the Optimization of the Currency Exchange System (OSOSC). This agency was created on February 8, 2013 through Decree No. 9,381, published in Official Gazette No. 40,108, with the task of designing, planning and executing the government’s currency exchange strategies to achieve maximum transparency and efficiency in the allocation of foreign currency among the country’s economic sector. In addition, through an Official Notice published in Official Gazette No. 40,109 of February 13, 2013, the BCV informed financial institutions authorized to trade foreign currency-denominated securities for bolivars on the secondary market that, as from February 9, 2013, purchase or sale bids for securities will no longer be processed through SITME. The accounting effect for the Bank of measuring and recording its foreign currency balances at February 8, 2013 at the exchange rate of Bs 6.2842/US$1, including securities issued by the national public sector denominated in foreign currency and TICCs for US$119,398,493, was an increase in assets, liabilities and equity of Bs 310,308,686, Bs 20,431,229 and Bs 289,877,457, respectively, which will be recorded in the financial statements at February 28, 2013. 28 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 5. Investment securities Investments in debt securities, shares and other have been classified in the financial statements based on their intended use as shown below: December 31, 2012 June 30, 2012 (In bolivars) Investments Deposits with the BCV and overnight deposits Available-for-sale Held-to-maturity Restricted Other securities Provision for investment securities 1,010,939,000 3,444,407,131 2,787,127,754 16,422,282 792,605,344 (80,406) 1,638,028,205 2,330,649,916 16,410,925 774,810,146 (80,406) 8,051,421,105 4,759,818,786 a) Investments in available-for-sale securities These investments are shown at fair value and comprise the following: Acquisition cost December 31, 2012 Net unrealized gain (loss) Book value (equivalent to fair value) (In bolivars) Securities issued or guaranteed by the Venezuelan government Vebonos, with a par value of Bs 842,494,085, annual yield at between 10.93% and 17.70%, maturing between April 2013 and May 2021 Fixed Interest Bonds (TIF), with a par value of Bs 1,342,388,161, annual yield at between 9.90% and 18.00%, maturing between April 2014 and 2019 Treasury Notes, with a par value of Bs 556,616,000, annual yield at between 0.92% and 3.54%, maturing between January and October 2013 Principal and Interest Covered Bonds (TICC), payable in bolivars, with a reference par value of US$22,321,966, annual yield at between 5.25% and 8.63%, maturing between November 2013 and March 2019 (Note 4) Sovereign Bonds in foreign currency, with a par value of US$124,500, annual yield at between 7.75% and 12.75%, maturing between October 2019 and August 2031 (Note 4) Global Bonds, with a par value of US$33,707,800, annual yield at between 5.75% and 13.63%, maturing between September 2013 and 2027 (Note 4) Agriculture Bonds, with a par value of Bs 104,400,000, 9.10% annual yield, maturing between March 2013 and 2014 (Note 6) Bonds and debt securities issued by Venezuelan non-financial public-sector companies (Note 4) Petrobonos issued by Petróleos de Venezuela, S.A., with a par value of US$512,000, fixed annual yield at between 5.13% and 8.00%, maturing between November 2013 and October 2016 PDVSA Bonds issued by Petróleos de Venezuela, S.A., with a par value of US$5,452,000, annual yield at between 5.25% and 12.75%, maturing between April 2017 and 2037 Bonds and debt securities issued or guaranteed by foreign countries (Note 4) Argentine Government National Public Debt Bonds, with a par value of US$103,900, maturing in October 2015 Equity in Venezuelan non-financial private-sector companies Common shares Sociedad de Garantías Recíprocas (SGR) del Estado Aragua, C.A., 10,128 common shares with a par value of Bs 10 each, 1.7% owned Sociedad de Garantías Recíprocas (SGR) del Estado Falcón C.A., 10,000 common shares with a par value of Bs 10 each, 2.77% owned S.G.R.- SOGAMIC, S.A., Sociedad de Garantías Recíprocas del Sector Microfinanciero, 17,500 common shares with a par value of Bs 10 each, 3.10% owned S.G.R.- SOGARSA, S.A., Sociedad de Garantías Recíprocas para el Sector Agropecuario Forestal Pesquero y Afines S.A., 3,000 shares with a par value of Bs 10 each, 0.028% owned Unrealized loss on transfer of available-for-sale securities as per SUDEBAN Notice No. SIB-II-CCD-36481 924,902,326 36,089,837 960,992,163 (1) 1,479,228,412 46,261,914 1,525,490,326 (1) 550,331,973 3,765,717 554,097,690 (2) 92,258,482 (5,402,292) 86,856,190 637,330 101,765 739,095 (1) 175,251,105 1,119,772 176,370,877 (1) (1) 104,836,096 (436,096) 104,400,000 3,327,445,724 81,500,617 3,408,946,341 2,490,894 257,137 2,748,031 (1) 28,518,669 3,429,498 31,948,167 (1) 31,009,563 3,686,635 34,696,198 393,575 13,132 406,707 (1) 101,280 6,063 107,343 (3) 100,000 (47,437) 52,563 (3) 175,000 (11,722) 163,278 (3) (3) 30,000 4,701 34,701 406,280 (48,395) 357,885 3,359,255,142 85,151,989 3,444,407,131 (7,680,340) 77,471,649 29 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Acquisition cost June 30, 2012 Net unrealized gain (loss) Book value (equivalent to fair value) (In bolivars) A Securities issued or guaranteed by the Venezuelan government Vebonos, with a par value of Bs 159,711,425, annual yield at between 10.32% and 17.37%, maturing between April 2013 and June 2020 Fixed Interest Bonds (TIF), with a par value of Bs 734,744,625, annual yield at between 9.5% and 18%, maturing between December 2012 and August 2018 Treasury Notes, with a par value of Bs 166,000,000, annual yield at between 2.85% and 3.27%, maturing between July 2012 and May 2013 Principal and Interest Covered Bonds (TICC), payable in bolivars, with a reference par value of US$22,316,366, annual yield at between 5.25% and 8.63%, maturing between November 2013 and March 2019 (Note 4) Sovereign Bonds in foreign currency, with a par value of US$171,000, annual yield at between 7.75% and 12.75%, maturing between October 2019 and August 2031 (Note 4) Global Bonds, with a par value of US$4,240,800, annual yield at between 7% and 13.63%, maturing between September 2013 and 2027 Agriculture Bonds, with a par value of Bs 114,000,000, 9.1% annual yield, maturing between September 2012 and March 2014 (Note 6) Bonds and debt securities issued by Venezuelan non-financial public-sector companies (Note 4) Petrobonos issued by Petróleos de Venezuela, S.A., with a par value of US$11,965,000, fixed annual yield at between 4.9% and 8%, maturing between November 2013 and October 2016 PDVSA bonds issued by Petróleos de Venezuela, S.A., with a par value of US$5,477,700, annual yield at between 5.25% and 12.75%, maturing between April 2017 and 2037 Debt securities with Fondo de Desarrollo Nacional Fonden, S.A., with a par value of Bs 200,000,000, 9.1% annual yield, maturing between April 2015 and 2017 Bonds and debt securities issued or guaranteed by foreign countries (Note 4) Argentine Government National Public Debt Bonds, with a par value of US$102,600, maturing between August 2012 and October 2015 Debt securities issued by foreign banks and other financial institutions (Note 4) Bancolombia, S.A., with a par value of US$200,000, 4.25% annual yield, maturing in January 2016 Central American Bank, with a par value of US$250,000, 5.38% annual yield, maturing in September 2014 BBVA Banco Comercial, S.A., with a par value of US$200,000, 7.25% annual yield, maturing in April 2020 Equity in Venezuelan non-financial private-sector companies Common shares Sociedad de Garantías Recíprocas (SGR) del Estado Aragua, C.A., 10,128 common shares with a par value of Bs 10 each, 1.7% owned Sociedad de Garantías Recíprocas (SGR) del Estado Falcón C.A., 10,000 common shares with a par value of Bs 10 each, 2.77% owned S.G.R.- SOGAMIC, S.A., Sociedad de Garantías Recíprocas del Sector Microfinanciero, 17,500 common shares with a par value of Bs 10 each, 3.10% owned S.G.R.- SOGARSA, S.A., Sociedad de Garantías Recíprocas para el Sector Agropecuario Forestal Pesquero y Afines S.A., 3,000 shares with a par value of Bs 10 each, 0.028% owned 166,277,898 (6,713,367) 159,564,531 (1) 800,495,358 (14,149,352) 786,346,006 (1) 164,115,426 1,053,421 165,168,847 (2) 92,245,874 (495,078) 91,750,796 (2) 736,766 (13,733) 723,033 (1) 18,899,076 (1,575,814) 17,323,262 (1) (1) 114,836,096 (436,096) 114,400,000 1,357,606,494 (22,330,019) 1,335,276,475 63,394,943 (303,359) 63,091,584 (1) 28,484,018 (1,612,711) 26,871,307 (1) 218,741,450 (9,554,100) 209,187,350 (1) 310,620,411 (11,470,170) 299,150,241 369,970 6,931 376,901 (1) 873,330 (33,540) 839,790 (1) 1,161,000 (17,737) 1,143,263 (1) (1) 920,200 (36,550) 883,650 2,954,530 (87,827) 2,866,703 101,280 6,063 107,343 (3) 100,000 (47,437) 52,563 (3) 175,000 (11,722) 163,278 (3) (3) 30,000 4,701 34,701 406,280 (48,395) 357,885 1,671,957,685 (33,929,480) 1,638,028,205 (1) Estimated fair value is determined from trading operations on the secondary market per valuation screens or yield curves. The fair value of investments denominated in foreign currencies issued by the Venezuelan government is their equivalent amount in bolivars calculated at the SITME exchange rate. (2) Value is determined based on the present value of estimated future cash flows in conformity with the Accounting Manual. The fair value of TICCs is their equivalent amount in bolivars at the official exchange rate. (3) Equity value, considered as fair value, is based on unaudited financial statements. Through Notice No. SIB-II-GGIBPV2-40535 of December 13, 2012, SUDEBAN informed the Bank that since the Reuters and Bloomberg services—which offer reference prices for all key global financial markets—do not provide reference prices for the Bank’s available-for-sale investments, the Bank must use similar services or, if unavailable, must apply the present value (yield curve) to measure its available-for-sale investments, as required by the Accounting Manual. The Bank followed these guidelines to measure its available-for-sale portfolio at December 31, 2012. 30 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Through Notice No. SIB-II-CCD-36481 of November 12, 2012, SUDEBAN instructed the Bank to transfer the balances of non-convertible bearer bonds (2012 issue) issued by Fondo de Desarrollo Nacional FONDEN, S.A. for Bs 209,187,351 and those issued by Petróleos de Venezuela, S.A. for Bs 91,359,660 from the available-for-sale portfolio to the held-to-maturity portfolio, in conformity with Circular No. SIB-II-GGR-GNP-CCD-15075 of May 30, 2012. At December 31, 2012, the Bank calculated the fair value of the available-for-sale investments at the date of transfer and recorded an unrealized loss on these investments of Bs 7,680,340 in a separate equity account, which will be amortized until these securities mature, as required by the Accounting Manual (Note 2). TICCs issued by the Bolivarian Republic of Venezuela, payable in local currency and referenced to the U.S. dollar at the official exchange rate of Bs 4.30/US$1, have foreign exchange indexing clauses at variable quarterly yields. At period end, the Bank records fluctuations in the market value of these investments as an unrealized gain or loss on investments in available-for-sale securities in equity. These unrealized gains or losses comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Unrealized gain Securities issued or guaranteed by the Venezuelan government in local currency Securities issued or guaranteed by the Venezuelan government in foreign currency Bonds and debt securities issued by Venezuelan non-financial public-sector companies Bonds and debt securities issued or guaranteed by foreign countries Equity in Venezuelan non-financial private-sector companies Unrealized loss Securities issued or guaranteed by the Venezuelan government in local currency Securities issued or guaranteed by the Venezuelan government in foreign currency Bonds and debt securities issued by Venezuelan non-financial public-sector companies Bonds and debt securities issued or guaranteed by foreign countries Equity in Venezuelan non-financial private-sector companies 86,117,468 1,221,537 3,686,635 13,132 10,764 1,053,421 6,931 10,764 91,049,536 1,071,116 (436,096) (5,402,292) (59,159) (21,298,815) (2,084,625) (11,470,170) (87,827) (59,159) (5,897,547) (35,000,596) 85,151,989 (33,929,480) Unrealized loss on transfer of available-for-sale securities as per SUDEBAN Notice No. SIB-II-CCD-36481 (7,680,340) Net unrealized gain (loss) on available-for-sale securities 77,471,649 (33,929,480) Below is the classification of investments in available-for-sale securities according to maturity: Fair value December 31, June 30, 2012 2012 (In bolivars) Up to six months Six months to one year One to five years Over five years Without maturity 623,926,558 88,412,925 1,422,197,947 1,309,511,816 357,885 167,692,618 84,671,128 808,850,018 576,456,556 357,885 3,444,407,131 1,638,028,205 During the six-month period ended December 31, 2012, the Bank sold investments in available-for-sale securities amounting to Bs 5,006,728,645 (Bs 11,760,963,434 during the six-month period ended June 30, 2012), resulting in gains and losses of Bs 23,816,309 and Bs 7,744,273, respectively 31 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 (Bs 140,207,451 and Bs 71,207,498, respectively, during the six-month period ended June 30, 2012), shown under other operating income and other operating expenses, respectively (Notes 19 and 20). At December 31 and June 30, 2012, the Bank has Agriculture Bonds of Bs 104,400,000, considered as investments in the agricultural sector to meet the minimum legal percentage that it is required to earmark in this connection (Note 6). b) Investments in held-to-maturity securities Investments in held-to-maturity securities are shown at amortized cost and comprise debt securities that the Bank has the firm intention and ability to hold until maturity. These securities comprise the following: Acquisition cost December 31, 2012 Amortized cost Fair value (In bolivars) Securities issued or guaranteed by the Venezuelan government Vebonos, with a par value of Bs 243,401,807, annual yield at between 10.92% and 12.97%, maturing between May 2013 and April 2018 Fixed Interest Bonds (TIF), with a par value of Bs 1,303,837,836, annual yield at between 9.63% and 18.00%, maturing between May 2013 and October 2020 Sovereign Bonds in foreign currency, with a par value of US$15,993,000, annual yield at between 7.75% and 8.25%, maturing between October 2019 and 2024 (Note 4) Principal and Interest Covered Bonds (TICC), payable in bolivars, with a reference par value of US$68,167,827, annual yield at between 5.25% and 8.63%, maturing between November 2013 and March 2019 (Note 4) Bonds and debt securities issued by Venezuelan non-financial public-sector companies Dematerialized Participation Certificate issued by Fondo Simón Bolívar para la Reconstrucción, S.A., with a par value of Bs 233,458,108, 3.75% annual yield, maturing in May 2015 Global Bonds issued by La Electricidad de Caracas, C.A., with a par value of US$250,000, 8.5% annual yield, maturing in April 2018 (Note 4) Agriculture Bonds issued by Fondo de Desarrollo Nacional Fonden, S.A., with a par value of Bs 350,000,000, 9.10% annual yield, maturing between April 2015 and July 2017 (Note 6) PDVSA Bonds issued by Petróleos de Venezuela, S.A., with a par value of US$2,316,900, annual yield at between 5.38% and 8.5%, maturing between November 2017 and April 2037 (Note 4) Agriculture Bonds issued by Petróleos de Venezuela, S.A. with a par value of Bs 90,000,000, 9.1% annual yield, maturing between July 2015 and 2017 (Note 6) Debt securities issued by foreign non-financial private-sector companies (Note 4) AES Andre B.D. Dominicana, with a par value of US$200,000, 9.5% annual yield, maturing in November 2020 Telemovil Finance Co. Ltd., with a par value of US$200,000, 8% annual yield, maturing in October 2017 Cemex S.A.B. de C.V., with a par value of US$200,000, 9% annual yield, maturing in January 2018 Debt securities issued by foreign financial private-sector companies (Note 4) Banco Bradresco S.A. Grand Cayman Branch, with a par value of US$250,000, 8.75% annual yield, maturing in October 2013 Ford Motor Credit Company, with a par value of US$400,000, annual yield at between 7% and 8.7%, maturing between January 2014 and April 2015 BBVA Bancomer S.A., with a par value of US$200,000, 6% annual yield, maturing in May 2022 Braskem Finance LTD, with a par value of US$200,000, 7% annual yield, maturing in May 2020 BanColombia, S.A, with a par value of US$200,000, 4.25% annual yield, maturing in January 2016 International Cooperative UA, with a par value of US$100,000, 10.38% annual yield, maturing in September 2020 Morgan Stanley, with a par value of US$200,000, 4.2% annual yield, maturing in November 2014 32 225,910,920 227,871,434 244,399,348 (1) 1,506,334,958 1,446,570,344 1,449,568,728 (3) 114,893,718 106,785,060 78,851,213 (1) 280,945,772 288,543,313 2,128,085,368 2,069,770,151 290,049,715 (3) 233,458,108 233,458,108 233,458,108 (2) 610,063 747,022 950,300 (1) 373,028,500 370,299,431 365,534,650 (1) 12,010,219 12,011,158 12,081,422 (1) 2,062,869,004 91,359,660 91,319,812 710,466,550 707,835,531 703,384,140 91,359,660 (1) 920,200 908,129 935,250 903,000 890,384 920,200 870,320 867,415 937,400 2,693,520 2,665,928 (1) (1) 2,792,850 (1) 1,236,250 1,122,105 1,128,664 1,917,800 1,802,396 1,921,919 872,900 870,658 894,400 900,850 892,208 971,800 858,710 859,218 853,550 435,590 434,456 363,350 (1) (1) (1) (1) (1) 890,874 875,103 878,954 (1) 7,112,974 6,856,144 7,012,637 (1) 2,848,358,412 2,787,127,754 2,776,058,631 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Acquisition cost June 30, 2012 Amortized cost Fair value (In bolivars) Securities issued or guaranteed by the Venezuelan government Vebonos, with a par value of Bs 265,960,107, annual yield at between 10.3% and 12.7%, maturing between August 2012 and April 2018 Fixed Interest Bonds (TIF), with a par value of Bs 1,326,111,214, annual yield at between 9.5% and 18%, maturing between December 2012 and October 2020 Sovereign Bonds in foreign currency, with a par value of US$15,993,000, annual yield at between 7.75% and 8.25%, maturing between October 2019 and 2024 (Note 4) Principal and Interest Covered Bonds (TICC), payable in bolivars, with a reference par value of US$68,167,827, annual yield at between 5.25% and 8.63%, maturing between November 2013 and March 2019 (Note 4) Agriculture Bonds, with a par value of Bs 103,305,500, 9.1% annual yield, maturing between April 2015 and 2017 (Note 6) Bonds and debt securities issued by Venezuelan non-financial public-sector companies (Note 4) Global Bonds issued by La Electricidad de Caracas, C.A., with a par value of US$250,000, 8.5% annual yield, maturing in April 2018 Debt securities with Fondo de Desarrollo Nacional Fonden, S.A., with a par value of Bs 46,694,500, 9.1% annual yield, maturing in April 2015 PDVSA bonds issued by Petróleos de Venezuela, S.A., with a par value of US$2,316,900, annual yield at between 5.38% and 8.5%, maturing between November 2017 and April 2037 262,575,077 264,388,250 249,268,354 (1) 1,527,563,739 1,487,742,615 1,423,951,863 (3) 114,893,718 108,039,528 62,830,500 (1) 280,945,774 287,357,910 274,612,010 (3) (1) 112,993,454 112,823,412 107,927,858 2,298,971,762 2,260,351,715 2,118,590,585 610,063 715,934 755,188 (1) 50,847,696 50,696,034 48,419,442 (1) (1) 8,371,891 9,292,005 10,006,652 59,829,650 60,703,973 59,181,282 920,200 911,190 885,800 (1) 903,000 893,583 885,800 (1) (1) Debt securities issued by foreign non-financial private-sector companies (Note 4) AES Andre B.D. Dominicana, with a par value of US$200,000, 9.5% annual yield, maturing in November 2020 Telemovil Finance Co. Ltd., with a par value of US$200,000, 8% annual yield, maturing in October 2017 Cemex S.A.B. de C.V., with a par value of US$200,000, 9% annual yield, maturing in January 2018 Debt securities issued by foreign financial private-sector companies (Note 4) Banco Bradesco, S.A. Grand Cayman Branch, with a par value of US$250,000, 8.75% annual yield, maturing in October 2013 Ford Motor Credit Company, with a par value of US$400,000, annual yield at between 7% and 8.7%, maturing between January 2014 and April 2015 BBVA Bancomer, S.A., with a par value of US$200,000, 6% annual yield, maturing in May 2022 Braskem Finance Ltd., with a par value of US$200,000, 7% annual yield, maturing in May 2020 BanColombia, S.A., with a par value of US$200,000, 4.25% annual yield, maturing in January 2016 International Cooperative UA, with a par value of US$100,000, 10.38% annual yield, maturing in September 2020 Morgan Stanley, with a par value of US$200,000, 4.2% annual yield, maturing in November 2014 870,320 868,153 772,925 2,693,520 2,672,926 2,544,525 1,236,250 1,151,043 1,163,193 (1) 1,917,800 1,831,695 1,911,350 (1) 872,900 871,227 842,800 (1) 900,850 894,398 942,990 (1) 858,710 859,089 839,790 (1) 435,590 434,743 339,700 (1) (1) 890,874 879,107 864,988 7,112,974 6,921,302 6,904,811 2,368,607,906 2,330,649,916 2,187,221,203 (1) Estimated fair value is determined from trading operations on the secondary market or the present value of estimated future cash flows. The fair value of investments denominated in foreign currencies issued by the Venezuelan government is their equivalent amount in bolivars calculated at the SITME exchange rate. (2) Shown at par value, which is considered as fair value. (3) Estimated market value based on the present value of estimated future cash flows or yield curves. 33 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Below is the classification of held-to-maturity securities according to maturity: December 31, 2012 Amortized Fair cost value June 30, 2012 Amortized Fair cost value (In bolivars) Less than one year One to five years Five to ten years Over ten years 331,436,738 2,251,255,979 110,794,026 93,641,011 328,004,744 2,282,153,705 93,593,544 72,306,638 106,236,879 1,449,337,851 720,399,926 54,675,260 105,615,986 1,390,161,911 661,031,926 30,411,380 2,787,127,754 2,776,058,631 2,330,649,916 2,187,221,203 The Accounting Manual establishes that all sales of held-to-maturity securities for reasons other than those indicated in the Accounting Manual must be authorized by SUDEBAN (Note 2). On December 14, 2012, the Curacao Branch sold a held-to-maturity security for US$2,265,627, maturing on November 17, 2017, without SUDEBAN’s authorization. On January 9, 2013, the Bank informed SUDEBAN that the Branch had made an honest mistake and that when the Branch became aware of it, it immediately purchased another security of identical characteristics at the same sale price of the original security (97.825%), and recorded it in account 123 “held-to-maturity securities” at the new acquisition cost. The Bank also informed SUDEBAN that the gain on sale of US$465,099 was recorded in the liability account “other deferred income” until the security is paid at maturity (Note 17). Through Notice No. No. SIB-II-GGIBPV-GIBPV2-04502 issued on February 18, 2013, SUDEBAN informed the Bank that the transaction was duly noted while stressing the obligation to comply with the Accounting Manual as regards authorization from SUDEBAN for this type of transaction. At December 31, 2012, the Bank has agriculture bonds issued by Fondo Nacional de Desarrollo Nacional FONDEN, S.A. and Petróleos de Venezuela, S.A. for Bs 370,299,431 and Bs 91,319,812, respectively (Bs 112,823,412 issued by Fondo Nacional de Desarrollo Nacional FONDEN, S.A. at June 30, 2012). Through Notice No. SIB-II-CCD-36481 of November 12, 2012, SUDEBAN informed the Bank that the maximum amount of agriculture bonds that may be included in the agricultural loan portfolio, as per Notice No. 093 of July 31, 2012 issued by the People’s Power Ministry for Agriculture and Land, is Bs 958,981,100. At December 31, 2012, the Bank has agriculture bonds issued by Fondo Nacional de Desarrollo Nacional FONDEN, S.A. totaling Bs 357,191,917 (Bs 112,823,412 at June 30, 2012), which may be computed as part of the agricultural loans that the Bank is required to grant (Note 6). At December 31, 2012, the Bank has Dematerialized Participation Certificates issued by Fondo Simón Bolívar para la Reconstrucción, S.A. for Bs 233,458,108, which may be deducted from the legal reserve amount required of financial institutions (Note 29). The Bank has the ability and intention to hold these securities to maturity. At December 31, 2012, unrealized losses of Bs 32,698,628 (Bs 144,037,722 at June 30, 2012) on held-to-maturity securities issued by the Bolivarian Republic of Venezuela are considered temporary since management believes that from the standpoint of the issuer’s credit risk, interest rate risk and liquidity risk, the decrease in these securities’ fair value is temporary. In addition, the Bank has the intention and ability to hold these securities to maturity. Accordingly, the Bank has identified no impairment in the value of these investments. 34 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 c) Overnight deposits These investments are recorded at realizable value, representing cost or par value, and comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Certificate of deposit with the Central Bank of Venezuela (BCV), with a par value of Bs 1,010,939,000, annual yield at between 6% and 7%, maturing between January and February 2013 1,010,939,000 - d) Restricted investments These investments are shown at par value, which is considered as fair value, and comprise the following: December 31, 2012 Amortized Fair cost value June 30, 2012 Amortized Fair cost value (In bolivars) Other restricted investments Certificates of deposit JP Morgan Chase Bank, with a par value of US$1,002,294 (Note 4) PNC Bank, with a par value of US$1,611,945 (Note 4) Social Contingency Fund (Note 25) 4,309,865 6,931,366 5,181,051 4,309,865 6,931,366 5,181,051 4,310,654 6,919,220 5,181,051 16,422,282 16,422,282 16,410,925 4,310,654 (1) 6,919,220 (1) 5,181,051 (1) 16,410,925 (1) Par value is used as fair value. Securities denominated in foreign currency are shown at the official exchange rate. At December 31 and June 30, 2012, the certificates of deposit with JP Morgan Chase Bank and PCN Bank are used as collateral to guarantee VISA and MasterCard credit card operations, respectively. e) Investments in other securities These investments are shown at par value and comprise the following December 31, 2012 June 30, 2012 (In bolivars) Liabilities from investment trusts issued by financial institutions Certificates of participation issued by Banco de Desarrollo Económico y Social de Venezuela (BANDES), with a par value of Bs 251,289,000, 3.75% annual interest, maturing in June 2014 Other liabilities Special mortgage securities issued by Banco Nacional de Vivienda y Hábitat (BANAVIH), with a par value of Bs 117,640,000, 2% annual yield, maturing in November 2021 Simón Bolívar Dematerialized Participation Certificates, with a par value of Bs 233,458,108, 3.75% annual yield, maturing in May 2015 Bolivarian Housing Securities issued by the Fondo Simón Bolívar para la Reconstrucción, S.A., with a par value of Bs 418,557,594 (Bs 167,423,038 at June 30, 2012), 4.66% annual yield, maturing in June and October 2020 Deposits of the microfinancial sector Bancrecer S.A. Banco Microfinanciero, with a par value of Bs 5,118,750, 9.5% annual yield, maturing in January 2013 (par value of Bs 5,000,000, 8% annual yield, maturing in July 2012 at June 30, 2012) 251,289,000 251,289,000 (1) 117,640,000 117,640,000 (1) - 233,458,108 (1) 418,557,594 167,423,038 (1) 5,118,750 792,605,344 (1) Par value is considered as fair value. 35 5,000,000 (1) 774,810,146 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 At December 31, 2012, the Bank has Bolivarian Housing Securities issued by Fondo Simón Bolívar para la Reconstrucción, S.A. for Bs 418,557,594 (Bs 167,423,038 at June 30, 2012). These securities were awarded progressively as follows: 40% in June 2012, 30% in August 2012 and 30% in November 2012. These deposits were imputed to the construction mortgage loan portfolio compliance (Note 6). The Bank has the intention and ability to hold these securities to maturity. At December 31 and June 30, 2012, the Bank, acting as trustee, has certificates of participation for Bs 251,289,000 issued by Banco Nacional de Desarrollo Económico y Social de Venezuela (BANDES). These funds arise from the decrease by three percentage points in the legal reserve at June 30, 2011, and have been earmarked for programs under “Venezuela’s Great Housing Mission.” In September 2011, Petróleos de Venezuela, S.A. (PDVSA) signed an agreement to guarantee BANDES the availability of the resources needed to settle these liabilities. The Bank has the intention and ability to hold these securities to maturity. At June 30, 2012, the Bank had Dematerialized Participation Certificates issued by Fondo Simón Bolívar para la Reconstrucción, S.A. for Bs 233,458,108, which could be deducted from the legal reserve amount required of financial institutions (Note 29), as authorized by SUDEBAN through Notice No. SBI-II-GGR-GNP-24064 of August 8, 2012. Subsequently, through Notice No. SIB-II-GGR-GNP30919 of September 27, 2012, SUDEBAN instructed the Bank to record these Participation Certificates within the held-to-maturity portfolio. The Bank reclassified Bs 233,458,108 in this connection on October 1, 2012 (Note 5-b). At December 31 and June 30, 2012, the Bank maintains special mortgage securities for Bs 117,640,000 with long-term mortgage loan guarantees issued by Banco Nacional de Vivienda y Hábitat, which were computed in the construction loan portfolio at December 31, 2011 (Note 6). The Bank has the intention and ability to hold these securities to maturity. At December 31, 2012, the Bank has deposits in the microfinancial sector for Bs 5,118,750 (Bs 5,000,000 at June 30, 2012), which are considered for compliance with the minimum percentage of the mandatory portfolios (Note 6). The Bank’s control environment includes policies and procedures to determine investment risks by entity and economic sector. At December 31, 2012, the Bank has investment securities issued or guaranteed by the Venezuelan government of Bs 8,019,673,815, representing 99.61% of its investment securities portfolio (Bs 4,725,292,550, representing 99.27% of its investment securities portfolio at June 30, 2012). 6. Loan portfolio The loan portfolio is classified by economic activity, guarantee, maturity and type of loan as follows: Current Rescheduled December 31, 2012 Overdue In litigation Total (In bolivars) Economic activity Wholesale and retail trade, restaurants and hotels Financial businesses, insurance, real estate and services Agriculture Construction Transportation, warehousing and communications Utilities Communal, social and consumer services Manufacturing Mining and oil Sundry activities 5,578,129,081 1,132,210 1,580,597 - 5,580,841,888 962,996,601 1,331,877,119 850,558,262 342,065,901 597,441 1,503,467,171 537,262,953 118,331,474 716,199,355 31,712,524 232,222 69,066 1,005,549 - 5,444,213 12,547,361 19,044 1,804,461 11,859 13,585 - 968,440,814 1,376,137,004 850,809,528 342,134,967 597,441 1,506,277,181 537,274,812 118,331,474 716,212,940 11,941,485,358 34,151,571 21,421,120 - 11,997,058,049 Allowance for losses on loan portfolio (314,411,126) 11,682,646,923 36 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Current Rescheduled December 31, 2012 Overdue In litigation Total (In bolivars) Guarantee Endorsement Real property mortgage Other guarantees Collateral Pledge Chattel mortgage Written instruments Non-possessory pledge Unsecured Maturity Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days Over 360 days 3,784,890,441 1,241,874,261 626,559,584 1,722,474,019 141,095,858 65,650,771 28,647,169 58,002,043 4,272,291,212 10,361,158 4,351,389 62,500 13,754,916 549,999 160,487 901,500 4,009,622 3,229,842 8,429,109 211,141 6,277,908 190,811 3,082,309 - 3,798,481,441 1,254,654,759 626,833,225 1,742,506,843 141,645,857 66,002,069 28,647,169 58,903,543 4,279,383,143 11,941,485,358 34,151,571 21,421,120 - 11,997,058,049 1,869,822,654 1,393,516,796 1,085,061,212 1,967,254,518 1,358,558,401 4,267,271,777 607,045 33,333 34,822 107,996 1,142,138 32,226,237 3,344,116 217,897 33,332 3,480,637 246,613 14,098,525 - 1,873,773,815 1,393,768,026 1,085,129,366 1,970,843,151 1,359,947,152 4,313,596,539 11,941,485,358 34,151,571 21,421,120 - 11,997,058,049 Current Rescheduled June 30, 2012 Overdue In litigation Total (In bolivars) Economic activity Wholesale and retail trade, restaurants and hotels Financial businesses, insurance, real estate and services Agriculture Construction Transportation, warehousing and communications Utilities Communal, social and consumer services Manufacturing Mining and oil Sundry activities 4,390,260,072 1,344,738 2,780,535 1,431,143 4,395,816,488 712,436,645 1,261,344,297 668,162,626 356,585,022 228,869 941,015,287 556,273,997 129,398,736 789,313,705 30,264,823 482,667 127,155 829,682 - 10,505,226 9,740,517 1,165,982 18,755 39,967 1,120,466 68,334 239,249 306,842 1,072,917 416,351 4,890,869 1,680,462 723,248,713 1,302,422,554 669,811,275 356,730,932 268,836 943,381,786 561,233,200 129,398,736 791,233,416 9,805,019,256 33,049,065 25,679,031 9,798,584 9,873,545,936 Allowance for losses on loan portfolio (285,744,979) 9,587,800,957 Guarantee Endorsement Real property mortgage Other guarantees Collateral Pledge Chattel mortgage Written instruments Non-possessory pledge Unsecured Maturity Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days Over 360 days 2,951,294,202 1,032,370,378 475,314,254 1,315,502,722 53,895,897 63,864,868 37,818,142 11,622,878 3,863,335,915 10,796,675 4,592,670 90,650 12,444,917 240,657 943,750 3,939,746 5,196,646 11,290,868 1,034,189 5,702,906 287,739 687,050 1,479,633 3,214,657 773,590 5,639,619 170,718 2,970,502,180 1,049,027,506 476,439,093 1,339,290,164 53,895,897 64,393,264 37,818,142 13,253,678 3,868,926,012 9,805,019,256 33,049,065 25,679,031 9,798,584 9,873,545,936 2,072,362,947 1,022,727,672 997,210,406 1,659,193,005 1,008,942,042 3,044,583,184 210,444 168,333 823,335 728,018 31,118,935 10,442,904 209,539 268,082 477,473 1,173,499 13,107,534 9,798,584 - 2,092,814,879 1,022,937,211 997,646,821 1,660,493,813 1,010,843,559 3,088,809,653 9,805,019,256 33,049,065 25,679,031 9,798,584 9,873,545,936 37 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Below is a breakdown of the loan portfolio by type of loan: December 31, 2012 June 30, 2012 (In bolivars) Type of loan Fixed term, includes US$26,138,903 (US$12,731,396 at June 30, 2012) (Note 4) Agriculture Mortgage Installment Manufacturing Vehicles Credit cards Letters of credit, includes US$32,804,067 (US$25,419,901 at June 30, 2012) (Note 4) Microcredits Tourism Factoring and discounts Financial leases Other (employee loans) Checking accounts 5,146,108,438 1,376,137,004 1,199,972,793 1,674,034,487 895,657,250 111,280,267 278,157,962 4,551,431,620 1,302,422,554 988,802,801 1,156,532,651 768,754,670 92,142,374 216,718,954 141,057,488 402,364,815 191,218,350 351,142,785 221,983,152 7,277,179 666,079 109,305,574 307,595,013 142,158,105 167,911,372 63,812,327 5,413,548 544,373 11,997,058,049 9,873,545,936 Through Resolution No. 33,211 of December 22, 2011, SUDEBAN established the parameters to set aside provisions for loans or microcredits granted to individuals or corporations whose assets were subject to expropriation, occupation or intervention from the Venezuelan government, effective from December 1, 2011 to November 30, 2013. A modification of this Resolution was published in Official Gazette No. 39,924 of May 17, 2012. At December 31, 2012, the Bank applied the aforementioned Resolution to loans amounting to Bs 350,189,668 (Bs 212,980,197 at June 30, 2012). At December 31, 2011, the Bank had overdue loans of Bs 125,310,000, of which Bs 95,059,000 was in respect of agricultural loans with an economic group of companies currently subject to special administration regimes managed by the Venezuelan government, for which the Bank maintains a specific 15% allowance. Through Notice No. SBIF-DSB-II-GGI-GIBPV2-15564 of August 27, 2010, SUDEBAN classified these loans as unrecoverable and assigned a specific allowance for these debtors equivalent to 99% of loan balances. On January 25, 2011, the Bank sent a communication to SUDEBAN requesting that it reconsider this instruction since the amounts will be collected in full as these companies are managed by the Venezuelan government. SUDEBAN, through Notice No. SBIF-II-GGIBPV-GIBPV2-07778 of March 30, 2011, notified the Bank that it has no objection in maintaining these loans in the overdue loan portfolio with a specific 15% allowance. Based on the opinion of its legal advisors, management considered that the guidelines established in Resolution No. 33,211 of December 22, 2011, described above, did not apply to loans maintained with these companies due to the authorization previously received from SUDEBAN and considering that the assumption for applying this Resolution is the existence of expropriation, occupation or intervention measures from the Venezuelan government. During the six-month period ended June 30, 2012, the Bank wrote off these loans against the allowance for losses on the loan portfolio. In addition, in accordance with SUDEBAN rules, at December 31, 2012, the Bank maintains a general allowance for losses on the loan portfolio of Bs 124,251,971 (Bs 101,811,409 at June 30, 2012), equivalent to 1% of the principal balance of the loan portfolio, except for the balance of the microcredit portfolio, for which it maintains a general 2% allowance (Note 2-d). 38 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Below is the movement in the allowance for losses on the loan portfolio: December 31, 2012 June 30, 2012 (In bolivars) Balance at the beginning of the period Provided in the period Write-offs of uncollectible loans Reclassification to the provision for interest receivable and other (Note 7) Reclassification to the provision for contingent loans (Note 17) Other 285,744,979 51,362,434 (14,907,130) (5,742,176) (2,044,030) (2,951) 304,666,756 140,661,664 (152,000,685) (6,864,531) (718,225) - Balance at the end of the period 314,411,126 285,744,979 At December 31, 2012, overdue and in-litigation loans on which interest is no longer accrued amount to Bs 21,421,120 (Bs 35,477,615 at June 30, 2012). In addition, at December 31, 2012, memorandum accounts include Bs 11,754,285 (Bs 16,522,904 at June 30, 2012), in respect of interest not recognized as income from loans on which interest is no longer accrued (Note 22). During the six-month period ended December 31, 2012, the Bank wrote off loans of Bs 14,907,130 (Bs 152,000,685 during the six-month period ended June 30, 2012) against the allowance for losses on the loan portfolio. At December 31, 2012, the Bank recovered loans written off in previous periods of Bs 5,469,496, shown in the income statement within income from financial assets recovered (Bs 6,454,603 during the six-month period ended June 30, 2012). In addition, during the six-month period ended December 31, 2012, the Bank received personal and real property worth Bs 21,827,760 (Bs 35,578,793 during the six-month period ended June 30, 2012) in lieu of loan payments (Note 9). At December 31, 2012, the Bank maintains an agricultural loan portfolio for Bs 1,376,137,004 and agriculture bonds issued by the Venezuelan government for Bs 461,591,917 (Notes 5-a and b), representing 29.12% of the average gross loan portfolio at December 31, 2011 and 2010 (Bs 1,302,422,554 and Bs 227,223,412, respectively, representing 24.05% of the average gross loan portfolio at December 31, 2011 and 2010). The agricultural loan portfolio is distributed as follows: Balance Bs December 31, 2012 Maintained % Required % Financed sector Activity Strategic Primary agricultural production Agroindustrial investments Marketing 932,229,990 138,912,645 134,625,900 67.75 10.09 9.78 49.0 10.5 10.5 minimum maximum maximum Non-strategic Primary agricultural production Agroindustrial investments Marketing 28,420,797 89,175,238 52,772,434 2.07 6.48 3.83 21.0 4.5 4.5 maximum maximum 1,376,137,004 100.00 100.0 Total agricultural portfolio June 30, 2012 Maintained % Financed sector Activity Balance Bs Strategic Primary agricultural production Agroindustrial investments Marketing 791,796,927 313,674,387 85,005,996 60.80 24.08 6.53 49.0 10.5 10.5 minimum maximum maximum Non-strategic Primary agricultural production Agroindustrial investments Marketing 40,754,590 56,961,399 14,229,255 3.13 4.37 1.09 21.0 4.5 4.5 maximum maximum maximum 1,302,422,554 100.00 100.0 Total agricultural portfolio 39 Required % Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Interest income for the six-month period ended December 31, 2012 includes Bs 1,841,788 (Bs 2,782,066 for the six-month period ended June 30, 2012) for interest collected on loans overdue and in litigation that had been deferred in previous periods. At December 31, 2012, the Bank has Bs 303,835,476 in medium and long-term agricultural loans, representing 20.06% of the total agricultural loan portfolio. Of this balance, Bs 3,155,542 is overdue (Bs 276,319,166, representing 21% of the total agricultural loan portfolio, of which Bs 9,740,517 is overdue at June 30, 2012). At December 31, 2012, the Bank has de 439 borrowers in the current agricultural loan portfolio (498 borrowers at June 30, 2012), 62 are new borrowers, of which 44 are individuals (83 new borrowers, of which 51 are individuals at June 30, 2012). At December 31, 2012, the Bank has granted microcredits of Bs 402,364,815 and has deposits in microfinancial institutions of Bs 5,118,750 (Note 5-e), representing 4.15% of its gross loan portfolio at June 30, 2012 (at June 30, 2012, Bs 307,595,013 and Bs 5,000,000, respectively, representing 4.07% of its gross loan portfolio at December 31, 2011). In addition, at December 31, 2012, the microcredit portfolio comprises 2,053 debtors (1,712 debtors at June 30, 2012) and 2,676 loans were granted during the period (2,537 loans during the six-month period ended June 30, 2012). At December 31, 2012, the Bank’s mortgage loan portfolio amounted to Bs 1,199,972,793 (Bs 988,802,801 at June 30, 2012) and it has special mortgage securities of Bs 418,557,594 (Note 5-e) (Bs 167,423,038 at June 30, 2012). At December 31, 2012, the Bank’s mortgage loan portfolio comprises 2,408 debtors and 128 loans were granted during the period. At December 31, 2012, effective disbursements of mortgage loans amount to Bs 1,161,731,596, equivalent to 15.10% of the gross loan portfolio at December 31, 2011. Compliance percentages established in BANAVIH Form BANAVIH-GCVH-03/2011 for the six-month period ended December 31, 2012 are as follows: Financed activity Monthly family income Construction of housing Earmarked placements Between three and six minimum salaries Between six and eight minimum salaries Between eight and fifteen minimum salaries Acquisition of primary residence Between three and six minimum salaries Between three and six minimum salaries Between six and fifteen minimum salaries Between six and fifteen minimum salaries Market Balance Bs Maintained % Required % - 418,557,594 11,004,245 75,619,831 289,404,824 5.45 0.14 0.98 3.76 5.45 1.78 1.56 1.11 Primary Secondary Primary Secondary 75,647,345 27,153,690 148,033,907 116,310,160 0.98 0.35 1.93 1.51 2.20 0.70 0.75 0.25 - - 0.72 Improvement and expansion of primary residence Under or equal to five minimum salaries - Subcontracted construction of primary residence Under five minimum salaries - Total mortgage portfolio 40 - - 0.48 1,161,731,596 15.10 15.00 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 At June 30, 2012, the Bank’s mortgage loan portfolio comprises 2,365 debtors and 105 loans were granted during the period. Compliance percentages established in BANAVIH Form BANAVIH-GCVH03/2011 for the six-month period ended June 30, 2012 are as follows: Financed activity Construction of housing Acquisition of primary residence Monthly family income Earmarked placements Between three and six minimum salaries Between six and eight minimum salaries Between eight and fifteen minimum salaries Between three and six minimum salaries Between three and six minimum salaries Between six and fifteen minimum salaries Between six and fifteen minimum salaries Market Balance Bs Maintained % - 167,423,038 8,990,608 43,757,389 98,548,857 2.18 0.12 0.57 1.28 5.45 1.78 1.56 1.11 Primary Secondary Primary Secondary 93,815,540 235,831,767 - 1.22 3.07 - 2.20 0.70 0.75 0.25 - - 0.72 Improvement and expansion of primary residence Under or equal to five minimum salaries - Subcontracted construction of primary residence Under five minimum salaries - Total mortgage portfolio Required % - - 0.48 648,367,199 8.44 15.00 At December 31, 2012, the Bank has granted tourism loans for Bs 191,218,350, representing 3.03% of its average gross loan portfolio at December 31, 2011 and 2010 (Bs 142,158,105, representing 2.25% at June 30, 2012). The tourism loan portfolio is distributed as follows: Balance Bs Segment A B C December 31, 2012 Maintained Required % % 1,613,116 12,153,500 177,451,734 0.84 6.36 92.80 40 35 25 Balance Bs June 30, 2012 Maintained % Required % 1,062,785 7,896,114 133,199,206 0.75 5.55 93.70 40 35 25 191,218,350 Segment A B C 142,158,105 At December 31, 2012, the tourism loan portfolio comprises 17 debtors and 6 new loans were granted during the period (15 debtors and 6 loans granted during the six-month period ended June 30, 2012). At December 31, 2012, the Bank has granted manufacturing loans for Bs 895,657,250, representing 11.65% of its gross loan portfolio at December 31, 2011 (Bs 768,754,670, representing 10% at June 30, 2012). In addition, at December 31, 2012, the manufacturing loan portfolio comprises 128 debtors (98 debtors at June 30, 2012) and 605 new loans were granted during the period (49 loans during the six-month period ended June 30, 2012). The Bank’s control environment includes policies and procedures to determine credit risks by client and economic sector. Concentration of risk is limited since loans are granted to a variety of economic sectors over a broad customer base. At December 31 and June 30, 2012, the Bank does not have significant risk concentrations in respect of individual customers, groups of related companies or economic sectors. 41 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 7. Interest and commissions receivable Interest and commissions receivable comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Interest receivable on investment securities Available for sale Held to maturity Other securities Interest receivable on loan portfolio Current Rescheduled Overdue Microcredits Agricultural Commissions receivable Trust fund Provision for interest receivable and other 65,910,131 47,257,850 7,458,383 35,172,589 39,839,890 1,131,280 120,626,364 76,143,759 92,730,065 367,978 6,818,526 2,796,694 814,303 83,177,003 3,797,412 2,845,041 1,533,488 680,885 103,527,566 92,033,829 890,821 610,393 225,044,751 168,787,981 (27,507,768) (22,524,300) 197,536,983 146,263,681 At December 31, 2011, the Bank had overdue interest on the loan portfolio of Bs 10,120,133 receivable from companies that have been intervened by the Venezuelan government (Note 6). The Bank had set aside a provision for the full amount of interest receivable in this connection with a charge to the equity account exchange gain (loss) from holding foreign currency assets and liabilities, in conformity with an authorization granted by SUDEBAN through Notice No. SBII-DSB-II-GGI-GI804461 of May 26, 2010 and Notice No. SBII-DSB-II-GGI-BPV-GIBPV2-13090 of August 6, 2010. During the six-month period ended June 30, 2012, the Bank wrote off the loans with the aforementioned companies. The Bank has provisions for losses on interest receivable and other meeting the minimum requirements set by SUDEBAN. Below is the movement in the provision for interest receivable and other: December 31, 2012 June 30, 2012 (In bolivars) Balance at the beginning of the period Provided in the period Write-off of interest receivable on loans Reclassification from the allowance for losses on loan portfolio (Note 6) 22,524,300 47,137 (805,845) 5,742,176 27,279,690 (11,619,921) 6,864,531 Balance at the end of the period 27,507,768 22,524,300 During the six-month period ended December 31, 2012, the Bank wrote off interest receivable for Bs 805,845 (Bs 11,619,921 at June 30, 2012) against the provision for interest receivable and other. 42 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 8. Investment in subsidiaries, affiliates and branches In October 2008, the Bank requested authorization from SUDEBAN to open a branch in Willemstad, Curacao. SUDEBAN, through Notice No. SBIF-DSB-II-GGTE-GEE-07154 of May 18, 2009, and the Central Bank of Curacao and St. Maarten, through Communication No. Lcm/ni/2009-001159 of November 5, 2009, authorized the opening of this branch. At a Board of Directors’ meeting on November 25, 2009, it was resolved to contribute US$1,000,000 to the new branch’s capital stock. This amount was fully paid in January 2010. Below is a summary of the financial statements of the Curacao Branch included in the Bank’s financial statements: Balance sheet December 31, 2012 Equivalent US$ in bolivars Assets Cash and due from banks Investment securities Loan portfolio Interest and commissions receivable Property and equipment Other assets Liabilities and Equity Customer deposits Interest and commissions payable Accruals and other liabilities Capital assigned Capital reserves Retained earnings Exchange gain from holding foreign currency assets and liabilities Unrealized gain (loss) on investments in available-for-sale securities June 30, 2012 Equivalent US$ in bolivars 21,698,261 31,648,847 25,817,574 823,611 24,130 4,675 93,302,523 165,256,142 111,015,565 4,210,882 103,760 20,101 49,872,449 7,569,879 12,604,082 142,958 28,302 11,283,607 214,451,529 36,968,318 54,197,553 693,973 121,700 48,519,509 80,017,098 373,908,973 81,501,277 354,952,582 73,865,484 22,034 527,268 317,621,586 94,746 2,267,252 77,946,078 8,068 142,467 335,168,137 34,690 612,606 74,414,786 319,983,584 78,096,613 335,815,433 1,000,000 847,368 3,740,076 4,300,000 3,643,682 41,518,943 1,000,000 418,521 2,024,686 4,300,000 1,799,644 9,492,340 - 4,387,021 - 3,730,629 14,868 75,743 (38,543) (185,464) 5,602,312 53,925,389 3,404,664 19,137,149 80,017,098 373,908,973 81,501,277 354,952,582 Income statement December 31, 2012 Equivalent US$ in bolivars Interest income Interest expense Expenses from uncollectible and impaired financial assets Other operating income Other operating expenses Operating expenses Sundry operating expenses Sundry operating income Extraordinary expenses Income tax expense Net income for the period 43 June 30, 2012 Equivalent US$ in bolivars 1,685,308 (141,880) 7,553,252 (610,083) 823,301 (67,715) 3,789,117 (291,175) (220,197) 1,091,832 (106,985) (154,438) 10,927 (16,571) (3,759) (946,845) 29,062,977 (484,148) (664,080) 46,989 (71,256) (16,165) (55,414) 594,120 (68,786) (171,566) (474) 4,225 (4,114) (238,280) 3,108,754 (312,545) (737,736) (2,038) 18,168 (17,690) 2,144,237 33,870,641 1,053,577 5,316,575 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 The equivalent amounts in bolivars shown in the above financial statements at December 31 and June 30, 2012 have been translated at the official exchange rate of Bs 4.30/US$1, except for securities issued by the Bolivarian Republic of Venezuela or by state-owned companies, which are shown at the average implicit exchange rate of securities traded through SITME on the last day of each month (Note 2-b). At December 31, 2012, the SITME rate is Bs 5.30/US$1. 9. Available-for-sale assets Available-for-sale assets comprise the following: Cost December 31, 2012 Accumulated amortization Net June 30, 2012 Accumulated amortization Cost Net (In bolivars) Real property received as payment Personal property and equipment received as payment Idle construction in progress 100,675,990 (29,186,294) 71,489,696 83,272,987 (14,881,795) 68,391,192 650,945 (135,085) 515,860 137,040 126,352 (59,653) - 77,387 126,352 101,326,935 (29,321,379) 72,005,556 83,536,379 (14,941,448) 68,594,931 During the six-month period ended December 31, 2012, the Bank recorded amortization expenses of Bs 15,019,965 (Bs 9,192,240 during the six-month period ended June 30, 2012), shown in the income statement under expenses from available-for-sale assets. In addition, at December 31, 2012, expenses from available-for-sale assets include Bs 67,574 (Bs 12,281 at June 30, 2012) in respect of expenses incurred from the sale of assets received as payment during the period and Bs 608,490 for the disposal of a share in a club at June 30, 2012. During the six-month period ended December 31, 2012, the Bank sold personal and real property received as payment with a book value of Bs 3,613,877, resulting in a gain on sale of Bs 2,865,945 (Bs 312,965 at June 30, 2012), shown in the income statement under income from available-for-sale assets. Below is the movement in the balance of available-for-sale assets for the six-month periods ended December 31 and June 30, 2012: Cost Balances at June 30, 2012 Additions Disposals and other Balances at December 31, 2012 (In bolivars) Real property received as payment (Note 6) Personal property and equipment received as payment (Note 6) Idle construction in progress 83,272,987 137,040 126,352 21,827,760 989,264 (4,424,757) (137,040) (464,671) 100,675,990 650,945 83,536,379 22,817,024 (5,026,468) 101,326,935 Accumulated amortization Balances at June 30, 2012 Additions Disposals And other Balances at December 31, 2012 (In bolivars) Real property received as payment Personal property and equipment received as payment Idle construction in progress 44 (14,881,794) (59,654) - (14,873,460) (11,420) (135,085) 568,960 71,074 - (29,186,294) (135,085) (14,941,448) (15,019,965) (640,034) (29,321,379) Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Cost Balances at December 31, 2011 Additions Disposals and other Balances at June 30, 2012 (In bolivars) Real property received as payment (Note 6) Personal property and equipment received as payment (Note 6) Idle construction in progress 48,949,359 443,820 609,420 35,441,753 137,040 126,352 (1,118,125) (443,820) (609,420) 83,272,987 137,040 126,352 50,002,599 35,705,145 (2,171,365) 83,536,379 Accumulated amortization Balances at December 31, 2011 Additions Disposals and other Balances at June 30, 2012 (In bolivars) Real property received as payment Personal property and equipment received as payment 10. (6,678,309) (137,035) (9,035,802) (156,438) 832,317 233,819 (14,881,794) (59,654) (6,815,344) (9,192,240) 1,066,136 (14,941,448) Property and equipment Property and equipment comprises the following: Useful life (Years) Cost December 31, 2012 Accumulated depreciation Net Cost June 30, 2012 Accumulated depreciation Net (In bolivars) Land Buildings and facilities Computer hardware, includes US$15,306 (US$20,282 at June 30, 2012) (Note 4) Furniture and equipment, includes US$8,824 (US$8,020 at June 30, 2012) (Note 4) Vehicles Equipment for Chip project Construction in progress Other property 40 29,356,256 255,642,338 17,909,897 29,356,256 237,732,441 41,809,947 190,256,366 14,202,489 41,809,947 176,053,877 4 75,873,807 39,251,117 36,622,690 57,792,474 33,946,562 23,845,912 4-10 5 10 147,650,588 5,744,113 2,240,224 77,242,006 45,947,208 2,863,201 305,794 - 101,703,380 2,880,912 1,934,430 77,242,006 111,632,488 5,171,374 2,240,224 83,629,501 38,558,310 2,399,307 193,782 - 73,074,178 2,772,067 2,046,442 83,629,501 593,749,332 106,277,217 487,472,115 492,532,374 89,300,450 403,231,924 587,389 - 587,389 587,389 - 587,389 594,336,721 106,277,217 488,059,504 493,119,763 89,300,450 403,819,313 During the six-month period ended December 31, 2012, the Bank recorded depreciation expenses of Bs 17,026,945 (Bs 12,813,629 during the six-month period ended June 30, 2012), shown in the income statement under general and administrative expenses (Note 21). At December 31 and June 30, 2012, the balance of construction in progress is in respect of construction and remodeling work to the Bank’s main office and to existing and new agencies. 45 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Below is the movement in property and equipment for the six-month periods ended December 31 and June 30, 2012: Cost Balances at June 30, 2012 Additions Disposals Reclassifications and other Balances at December 31, de 2012 (In bolivars) Land Buildings and facilities Computer hardware Furniture and equipment Vehicles Other equipment for Chip project Construction in progress Other property 41,809,947 190,256,366 57,792,474 111,632,488 5,171,374 2,240,224 83,629,501 587,389 5,735,984 18,460,814 17,349,692 79,939 62,824,706 - (2,490) (138,781) (3,092,906) - (12,453,691) 59,649,988 (376,991) 18,807,189 492,800 (66,119,295) - 29,356,256 255,642,338 75,873,807 147,650,588 5,744,113 2,240,224 77,242,006 587,389 493,119,763 104,451,135 (3,234,177) - 594,336,721 Accumulated depreciation Balances at June 30, 2012 Depreciation expense Disposals Reclassifications And other Balances at December 31, de 2012 (In bolivars) Buildings and facilities Computer hardware Furniture and equipment Vehicles Other equipment for Chip project 14,202,489 33,946,562 38,558,310 2,399,307 193,782 3,707,408 5,354,733 7,388,898 463,894 112,012 (50,178) - - 17,909,897 39,251,117 45,947,208 2,863,201 305,794 89,300,450 17,026,945 (50,178) - 106,277,217 Cost Balances at December 31, 2011 Additions Disposals Reclassifications and other Balances at June 30, 2012 (In bolivars) Land Buildings and facilities Computer hardware Furniture and equipment Vehicles Other equipment for Chip project Construction in progress Other property 37,704,238 184,584,557 53,053,688 95,782,460 3,491,374 1,708,224 45,252,484 464,189 11,077,518 4,738,786 9,287,122 1,680,000 532,000 50,983,069 123,200 (1,300,000) (279,694) (5,763,452) - 4,105,709 (4,105,709) 6,842,600 (6,842,600) - 41,809,947 190,256,366 57,792,474 111,632,488 5,171,374 2,240,224 83,629,501 587,389 422,041,214 78,421,695 (7,343,146) - 493,119,763 Accumulated depreciation Balances at December 31, 2011 Depreciation expense Disposals Reclassifications and other Balances at June 30, 2012 (In bolivars) Buildings and facilities Computer hardware Furniture and equipment Vehicles Other equipment for Chip project 11,871,874 29,691,622 32,767,855 2,092,090 108,371 2,330,615 4,255,302 5,835,084 307,217 85,411 (362) (44,629) - - 14,202,489 33,946,562 38,558,310 2,399,307 193,782 76,531,812 12,813,629 (44,991) - 89,300,450 46 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 11. Acquisition and merger of Stanford Bank, S.A., Banco Comercial On February 18, 2009, SUDEBAN, with the approval of the BCV’s Board of Directors and the Higher Banking Council and as authorized through Official Gazette No. 39,123, resolved to take control of Stanford Bank, S.A., Banco Comercial in Venezuela (hereinafter Stanford Bank). At a Special Shareholders’ Meeting of Stanford Bank on April 29, 2009, it was resolved to issue 757,000 new common shares with a par value of Bs 100 each with a view to replenishing Stanford Bank’s capital stock, which had been approved at a Special Shareholders’ Meeting on March 5, 2009. These shares were fully subscribed by Banfoandes Banco Universal, C.A. On May 5, 2009, SUDEBAN, through Notice No. SBIF-DSB-06532, notified the Bank that it was qualified to participate in the auction for the acquisition of Stanford Bank to be held on May 8, 2009. Likewise, SUDEBAN, through Notice No. SBIF-DSB-06535 of the same date, informed the Bank that the auction winner would be awarded the following privileges: a) A 15-year term over which to amortize expenses incurred during the first six months of operations of Stanford Bank, such as personnel, administrative and operating expenses. b) Authorization to maintain the accounting classification of loans that require rescheduling due to Stanford Bank’s intervention resulting in a change of the original loan terms, provided that current credit conditions were maintained. c) Reduction of requirements necessary for approval of the Merger Plan. d) Inclusion in the purchasing entity’s books of Stanford Bank’s assets and liabilities once SUDEBAN authorized the merger. SUDEBAN would give such authorization within 120 days after the Merger Plan was submitted. e) SUDEBAN would request the BCV’s cooperation to increase the credit line granted to the auction winner under the Reciprocal Payment Agreement of ALADI member countries by Stanford Bank’s quota (US$3,500,000). On May 8, 2009, the Bank won the bid to purchase Stanford Bank at an auction conducted at the headquarters of the People’s Power Ministry for the Economy and Finance offering Bs 240,007,777. On that same date, the Bank and Banfoandes signed a stock sale agreement that sets forth, among other things: - The sale price of the 757,000 common shares was set at Bs 75,700,000. - Regarding the difference between the offering price and the share price, the Bank would: a) approve and pay Bs 121,973,325 to absorb Stanford Bank’s losses and b) approve capital contributions of Bs 42,334,452 and record them under contributions pending capitalization in Stanford Bank’s balance sheet. - The Bank would conduct the merger by absorption of Stanford Bank under the terms set forth by SUDEBAN. On May 14, 2009, Banfoandes sold and transferred 757,000 common shares of Stanford Bank to the Bank, with a par value of Bs 100 each. In addition, Stanford Bank’s Intervention Board, appointed by SUDEBAN through Resolution No. 139-09 of March 27, 2009, delivered Stanford Bank’s trial balance to the Bank at May 14, 2009. 47 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Below is a summary of Stanford Bank’s (unaudited) balance sheet at May 14, 2009: (In bolivars) Assets Cash and due from banks Investment securities Loan portfolio Interest and commissions receivable Property and equipment Other assets 44,034,196 42,015,988 244,598,426 10,260,148 7,930,389 12,522,149 Total assets 361,361,296 Liabilities and Equity Liabilities Customer deposits Borrowings Other liabilities from financial intermediation Interest and commissions payable Accruals and other liabilities 326,110,212 39,837,565 24,177 413,842 26,876,443 Total liabilities 393,262,239 Equity (deficit) (31,900,943) Total liabilities and equity 361,361,296 Memorandum accounts Contingent debtor accounts Assets received in trust Other debtor memorandum accounts 41,537,662 370,467 829,373,870 The merger by absorption of Stanford Bank into the Bank was approved at a Special Shareholders’ Meeting of Stanford Bank held on May 14, 2009. Likewise, on May 21, 2009, SUDEBAN, through Official Gazette No. 39,183, resolved to cease the intervention of Stanford Bank after it was acquired by the Bank. Subsequently, at a Special Shareholders’ Meeting of the Bank on May 26, 2009, the merger by absorption of Stanford Bank, the Merger Plan and the merger balance sheet were approved. As a result of the merger: - Stanford Bank’s capital stock, assets and liabilities would be transferred to the Bank under universal title, in conformity with the Venezuelan Code of Commerce. - The Bank’s capital and number of shares would remain the same. - Stanford Bank would cease to exist as established under Article No. 340 of the Venezuelan Code of Commerce. At the aforementioned meeting, the Board of Directors was authorized to conduct the merger. On May 27, 2009, the Bank sent a communication to SUDEBAN that included the minutes of the Special Shareholders’ Meeting held on May 26, 2009, the Merger Plan and a request for authorization to make the merger effective at June 30, 2009. Subsequently, through Resolution No. 249.09 published in Official Gazette No. 39,193 on June 4, 2009, SUDEBAN authorized the merger by absorption of Stanford Bank into the Bank and indicated that the merger would become effective when the minutes were registered with the relevant Mercantile Registry. The merger became effective on June 8, 2009. 48 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 A summary of the assets and liabilities absorbed by the Bank on June 8, 2009 is shown below: (In bolivars) Assets Cash and due from banks Investment securities Loan portfolio Interest and commissions receivable Property and equipment Other assets 292,675,637 36,892,138 243,018,374 14,362,791 7,930,389 13,200,492 Total assets 608,079,821 Liabilities Customer deposits Other liabilities from financial intermediation Interest and commissions payable Accruals and other liabilities 283,034,115 24,177 1,088,217 109,883,205 Total liabilities 394,029,714 Total net assets 214,050,107 Through a communication sent to SUDEBAN on July 8, 2009, the Bank reported the balances of other assets related to goodwill arising from the difference between the purchase price and the book value of Stanford Bank’s assets and liabilities at the merger date, and expenses incurred from the merger date to June 30, 2009. The Bank also reported the balances of memorandum accounts related to unincurred projected expenses from July 1 to December 8, 2009, recorded in conformity with the Merger Plan authorized by SUDEBAN. Subsequently, through a communication sent to SUDEBAN on February 22, 2010, the Bank reported all expenses incurred from the merger date to December 8, 2009. Below is a breakdown of these balances: (In bolivars) Deferred expenses Salaries and employee benefits General and administrative expenses Other operating expenses and sundry operating expenses Expenses from uncollectible loans and interest receivable 9,688,352 33,466,623 5,648,964 18,059,289 66,863,228 As a result of the purchase and subsequent merger by absorption of Stanford Bank, the Bank has recorded Bs 19,756,671 at December 31, 2012 under other assets (Bs 20,621,927 at June 30, 2012), related to goodwill arising from the difference between the purchase price and the book value of Stanford Bank’s assets and liabilities at the merger date, net of accumulated amortization of Bs 6,200,999 (Bs 5,335,743 at June 30, 2012), and deferred charges of Bs 52,754,278 for this entity’s operations after it was acquired by the Bank (Bs 54,952,373 at June 30, 2012), net of accumulated amortization of Bs 13,188,568 (Bs 10,990,473 at June 30, 2012) (Note 12). The difference in the purchase price and deferred charges, in conformity with the Merger Plan submitted to SUDEBAN on May 11 and 13, 2009 and approved at a Special Shareholders’ Meeting on May 26, 2009, and following the instructions contained in Notice No. SBIF-DSB-06535 issued by SUDEBAN on May 5, 2009 detailing the privileges that would be awarded to the Stanford Bank auction winner, will be amortized over 15 years from June 8, 2009 and January 1, 2010, respectively. 49 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 12. Other assets Other assets comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Deferred expenses Leasehold improvements, net of amortization Difference between the purchase price and the book value of Stanford Bank’s assets and liabilities, net of accumulated amortization of Bs 6,200,999 (Bs 5,335,743 at June 30, 2012) (Note 11) Chip project expenses (Note 2) Licenses Operating system (software) Currency redenomination expenses (Note 1) Other deferred expenses Deferred expenses of Stanford Bank, net of accumulated amortization of Bs 13,188,568 (Bs 10,990,473 at June 30, 2012) (Note 11) General and administrative expenses Expenses from uncollectible loans Salaries and employee benefits Other operating expenses and sundry operating expenses Resale agreements with Agroinvest Casa de Bolsa de Productos Agrícolas, C.A., with a par value of Bs 56,867,535 and 13.5% annual yield Guarantee deposits, includes US$4,675 (Note 4) In-transit operations Accounts receivable from the Mandatory Housing Savings Fund Stationery and office supplies Advances to suppliers Other sundry accounts receivable in local currency Prepaid insurance premiums, includes US$502,194 (US$680,550, at June 30, 2012) (Note 4) Deferred income tax (Note 18) Credit card-related accounts receivable and balance offsetting, includes US$3,008 (US$61,713 at June 30, 2012) (Note 4) Other prepaid expenses, includes US$20,195 (Note 4) Accounts receivable from employees Debit items pending reconciliation, includes US$703,830 and €9,080 (US$818,118 and €9,048 at June 30, 2012) (Note 4) Matured time deposit with Banco Real, Banco de Desarrollo, C.A., with a par value of Bs 1,800,000 and 15% annual yield Prepaid taxes Other, includes US$34,300 and €32,799 (US$425,841 and €216,002 at June 30, 2012) (Note 4) Pending items Contribution required under the Law for the Advancement of Science, Technology and Innovation Provision for other assets 46,166,311 26,893,134 19,756,671 10,848,455 4,158,128 4,376,157 9,410 329,114 20,621,927 16,320,460 4,666,944 4,786,906 20,702 304,660 85,644,246 73,614,733 26,090,505 14,447,432 7,697,168 4,519,173 27,177,609 15,049,408 8,017,884 4,707,472 52,754,278 54,952,373 138,398,524 128,567,106 59,854,137 26,749,542 22,552,318 10,321,068 9,637,971 7,147,655 6,127,287 59,854,137 13,123,487 9,075,741 29,134 8,687,951 6,559,025 3,994,209 5,070,174 4,820,524 4,948,294 2,955,391 4,050,288 3,623,299 3,387,350 2,992,040 4,188,757 4,847,843 3,286,382 3,837,316 1,845,000 1,491,822 485,926 61,825 - 1,845,000 1,785,533 3,628,916 466,662 3,266,966 308,911,092 264,653,508 (75,102,744) (77,141,635) 233,808,348 187,511,873 The Bank has a matured time deposit of Bs 1,800,000 and interest receivable of Bs 45,000 with Banco Real, Banco de Desarrollo, C.A., which is being liquidated by the Venezuelan government. The Bank has recorded a provision for the full amount of this deposit with a charge to the equity account exchange gain (loss) from holding foreign currency assets and liabilities, in conformity with SUDEBAN instructions contained in Notice No. SBII-DSB-II-GGI-G18-04461 of May 26, 2010 and Notice No. SBII-DSB-II-GGI-BPV-GIBPV2-13090 of August 6, 2010. The Bank has an expired resale agreement with Agroinvest Casa de Bolsa de Productos Agrícolas, C.A. for Bs 56,867,535 and interest receivable in this connection for Bs 2,986,602, secured by pledge bonds issued by a company whose assets have been preventively seized. The Bank recorded a provision for these amounts with a charge to the equity account exchange gain (loss) from holding 50 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 foreign currency assets and liabilities, in conformity with SUDEBAN instructions contained in Notice No. SBII-DSB-II-GGI-G18-04461 of May 26, 2010 and Notice No. SBII-DSB-II-GGI-BPV-GIBPV213090 of August 6, 2010. Through a joint Resolution issued on July 29, 2011, the People’s Power Ministry for Planning and Finance and the People’s Power Ministry for Communes and Social Protection established the mechanisms to assign resources for financing projects developed by communal councils or other forms of social organization. In accordance with this Resolution, banks will earmark 5% of their gross pre-tax income to the National Communal Council Fund (SAFONACC) within 30 days of period end. On August 22, 2011, SUDEBAN issued Resolution No. 233-11 to require banks to record this social contribution as a prepaid expense forming part of other assets and to amortize it at a rate of 1/6 per month in the income statement within sundry operating expenses beginning in January or July, as appropriate to each six-month period. In July 2012 and January 2013, the Bank paid Bs 9,479,052 and Bs 16,477,076, respectively, in this connection (Note 20). Deferred expenses comprise the following: December 31, 2012 Accumulated amortization Book value Cost June 30, 2012 Accumulated amortization Book value 102,887,328 56,721,017 46,166,311 75,683,234 48,790,100 26,893,134 25,957,670 20,010,773 8,511,651 8,693,371 411,463 142,012 3,959,948 6,200,999 9,162,318 4,353,523 4,317,214 411,463 132,602 3,630,834 19,756,671 10,848,455 4,158,128 4,376,157 9,410 329,114 25,957,670 19,480,937 7,870,207 8,367,206 411,463 142,012 3,712,428 5,335,743 3,160,477 3,203,263 3,580,300 411,463 121,310 3,407,768 20,621,927 16,320,460 4,666,944 4,786,906 20,702 304,660 32,613,131 6,522,626 26,090,505 32,613,131 5,435,522 27,177,609 18,059,289 9,621,462 3,611,857 1,924,294 14,447,432 7,697,168 18,059,289 9,621,462 3,009,881 1,603,578 15,049,408 8,017,884 Cost (In bolivars) Leasehold improvements Difference between the purchase price and the book value of Stanford Bank’s assets and liabilities Chip project expenses Licenses Operating system (software) Incorporation expenses Currency redenomination expenses Other deferred expenses Deferred expenses of Stanford Bank General and administrative expenses Expenses from uncollectible loan portfolio Salaries and employee benefits Other operating expenses and sundry operating expenses 5,648,964 1,129,791 4,519,173 5,648,964 941,492 4,707,472 236,517,062 98,118,538 138,398,524 207,568,003 79,000,897 128,567,106 Through Resolution No. 262-10 of May 19, 2010, SUDEBAN modified the Accounting Manual to require the recording of disbursements made in connection with the project for the new chip-based credit and debit cards. These disbursements include licenses, software, training and other personnel expenses, accommodation of physical spaces, and replacement of debit and credit cards. The deadline for completing project stages is September 30, 2011. In addition, associated disbursements may be amortized beginning January 2011 using the straight-line method provided that the financial institutions have completed the project satisfactorily. The amortization terms are detailed below: Years Items Advisory Advertising and client information Training and other personnel expenses Accommodation of physical spaces Replacement of debit and credit cards Licenses Software 1 2 2 3 3 6 6 Subsequently, through Notice No. SIB-II-GGIR-GRF-31209 of September 29, 2011, SUDEBAN extended the deadline for project completion until December 31, 2011, maintaining the initial amortization benefit for project-related expenses. At December 31 and June 30, 2012, deferred expenses include Bs 10,848,455 and Bs 16,320,460, respectively, in this connection. 51 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 At December 31 and June 30, 2012, other sundry accounts receivable in local currency include Bs 1,833,820 in respect of tax on financial transactions reimbursed to tax exempt clients, withheld by the Bank and paid to the Tax Authorities. The Bank has set aside a provision for the full amount of this balance. At December 31 and June 30, 2012, in-transit operations include Bs 22,552,318 and Bs 9,075,741, respectively, related to in-transit cash remittances from customer deposits, which clear in the first days of January 2013 and July de 2012, respectively. At December 31, 2012, guarantee deposits include Bs 26,417,005 (Bs 12,722,450 at June 30, 2012) in respect of real property purchased in Urbanización Campo Alegre, Caracas, Venezuela. The balance of pending items comprises the following: December 31, 2012 June 30, 2012 (In bolivars) In-transit operations related to credit and debit cards Returned checks on credit card payments Shortfall 965 13,051 47,809 460,332 6,330 61,825 466,662 At December 31 and June 30, 2012, in-transit operations related to credit and debit cards are in respect of electronic offsetting operations, most of which clear in the first days of January 2013 and July 2012, respectively. Below is the movement in the provision for other assets: December 31, 2012 June 30, 2012 (In bolivars) Balance at the beginning of the period Provided in the period (Note 20) Write-offs of unrecoverable accounts 77,141,635 50,276 (2,089,167) 74,640,898 2,866,960 (366,223) Balance at the end of the period 75,102,744 77,141,635 Below is the movement in deferred expenses for the six-month periods ended December 31 and June 30, 2012: Cost Balances at June 30, 2012 Additions Disposals Balances at December 31, 2012 (In bolivars) Leasehold improvements Difference between the purchase price and the book value of Stanford Bank’s assets and liabilities Chip project expenses Licenses Operating system (software) Incorporation expenses Currency redenomination expenses Other deferred expenses Deferred expenses of Stanford Bank General and administrative expenses Expenses from uncollectible loans Salaries and employee benefits Other operating expenses and sundry operating expenses 52 75,683,234 27,511,336 (307,242) 102,887,328 25,957,670 19,480,937 7,870,207 8,367,206 411,463 142,012 3,712,428 1,033,383 641,444 326,165 247,520 (503,547) - 25,957,670 20,010,773 8,511,651 8,693,371 411,463 142,012 3,959,948 32,613,131 18,059,289 9,621,462 5,648,964 - - 32,613,131 18,059,289 9,621,462 5,648,964 207,568,003 29,759,848 (810,789) 236,517,062 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Accumulated depreciation Balances at June 30, 2012 Amortization expense Disposals Balances at December 31, 2012 (In bolivars) Leasehold improvements Difference between the purchase price and the book value of Stanford Bank’s assets and liabilities Chip project expenses Licenses Operating system (software) Incorporation expenses Currency redenomination expenses Other deferred expenses Deferred expenses of Stanford Bank General and administrative expenses Expenses from uncollectible loans Salaries and employee benefits Other operating expenses and sundry operating expenses 48,790,100 8,194,918 (264,001) 56,721,017 5,335,743 3,160,477 3,203,263 3,580,300 411,463 121,310 3,407,768 865,256 6,001,841 1,150,260 736,914 11,292 223,066 - 6,200,999 9,162,318 4,353,523 4,317,214 411,463 132,602 3,630,834 5,435,522 3,009,881 1,603,578 941,492 1,087,104 601,976 320,716 188,299 - 6,522,626 3,611,857 1,924,294 1,129,791 79,000,897 19,381,642 (264,001) 98,118,538 Disposals Balances at June 30, 2012 Cost Balances at December 31, 2011 Additions (In bolivars) Leasehold improvements Difference between the purchase price and the book value of Stanford Bank’s assets and liabilities Chip project expenses Operating system (software) Licenses Incorporation expenses Currency redenomination expenses Other deferred expenses Deferred expenses of Stanford Bank General and administrative expenses Expenses from uncollectible loans Salaries and employee benefits Other operating expenses and sundry operating expenses 69,177,777 8,191,429 (1,685,972) 75,683,234 25,957,670 14,289,857 3,619,201 4,748,893 411,463 142,012 3,555,629 7,059,240 6,224,571 3,121,314 238,877 (1,868,160) (1,476,566) (82,078) 25,957,670 19,480,937 8,367,206 7,870,207 411,463 142,012 3,712,428 32,618,842 18,059,289 9,621,462 5,648,964 - (5,711) - 32,613,131 18,059,289 9,621,462 5,648,964 187,851,059 24,835,431 (5,118,487) 207,568,003 Accumulated depreciation Balances at December 31, 2011 Amortization expense Disposals Balances at June 30, 2012 (In bolivars) Leasehold improvements Difference between the purchase price and the book value of Stanford Bank’s assets and liabilities Chip project expenses Licenses Operating system (software) Incorporation expenses Currency redenomination expenses Other deferred expenses Deferred expenses of Stanford Bank General and administrative expenses Expenses from uncollectible loans Salaries and employee benefits Other operating expenses and sundry operating expenses 42.173.296 6.981.097 (364.293) 48.790.100 4,470,488 361,065 2,394,931 3,285,767 411,463 103,839 3,045,829 865,255 2,799,412 808,332 294,533 17,471 361,939 - 5,335,743 3,160,477 3,203,263 3,580,300 411,463 121,310 3,407,768 4,353,150 2,407,905 1,282,862 753,195 1,082,372 601,976 320,716 188,297 - 5,435,522 3,009,881 1,603,578 941,492 65,043,790 14,321,400 (364,293) 79,000,897 Leasehold improvements include additions in the second semester of 2012 for Bs 27,511,336 mainly in respect of improvements to the Bank’s agencies. 53 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 During the six-month period ended December 31, 2012, the Bank recorded amortization of deferred expenses of Bs 19,381,642 (Bs 14,321,400 during the six-month period ended June 30, 2012), shown in the income statement under general and administrative expenses (Note 21). 13. Customer deposits Customer deposits comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Demand deposits Non-interest bearing checking accounts Interest-bearing checking accounts, at 0.25% annual interest Other demand deposits Public, State and Municipal Administration Non-negotiable demand deposits, bearing annual interest at between 0.12% and 14.5%, maturing in May 2013, includes US$2,346,989 (Note 4) Cashier’s checks Advance collections from credit card holders Advance deposits for letters of credit Trust liabilities (Note 22) Housing Savings Fund liabilities (Note 22) Savings deposits, bearing 12.5% annual interest for deposits in bolivars (12.5% at June 30, 2012) and 0.125% for deposits in U.S. dollars, includes US$28,790,150 and €1,291 (US$29,481,064 and €7,781 at June 30, 2012) (Note 4) Time deposits, bearing 14.5% annual interest for deposits in bolivars and between 0.04% and 1.0295% for deposits in U.S. dollars (0.0438% and 1.5%, respectively, at June 30, 2012), includes US$23,582,481 (US$30,785,233 at June 30, 2012) with the following maturities (Note 4) Up to 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 360 days Over 360 Securities issued by the Bank Restricted customer deposits Dormant checking accounts Dormant savings accounts, includes US$5,812,663 at June 30, 2012 (Note 4) 54 11,403,462,235 2,622,969,788 7,756,548,057 2,151,307,293 14,026,432,023 9,907,855,350 540,723,467 888,555,969 4,102,707,821 246,991,450 3,525,164 50,041,077 48,728,363 376,524 3,049,363,484 165,978,223 2,089,928 51,556,100 13,959,186 477,580 4,993,093,866 4,171,980,470 4,596,193,615 2,691,770,792 161,116,668 115,293,563 160,491,416 63,490,370 11,901,952 60,000,000 349,542,270 114,781,546 140,108,923 31,640,631 14,322,994 - 572,293,969 650,396,364 98,421,836 - - 72,720,768 98,264,379 - 170,985,147 24,286,435,309 17,592,988,123 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Deposits from the Venezuelan government and government agencies comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Non-interest-bearing checking accounts Interest-bearing checking accounts, at 0.25% annual interest (0.25% at June 30, 2012) Savings deposits, at 12.5% annual interest Non-negotiable demand deposits Time deposits, at 14.5% annual interest Dormant accounts 1,385,603,014 1,181,638,649 107,736,961 23,794,709 540,723,467 1,685,900 - 445,672,281 102,085,293 888,555,969 19,104,226 7,899,245 2,059,544,051 2,644,955,663 At December 31, 2012, securities issued by the Bank for Bs 98,421,836 are mainly in respect of the issue of commercial paper with a par value of Bs 100,000,000, according to the minutes of the Special Shareholder’s Meeting on September 28, 2011. This issue was approved by SUDEBAN through Notice No. SIB-11-GGIBPV-GIBPV2-40721 of December 2, 2011 and by the SNV through Resolution No. 070-2012 of June 21, 2012. 14. Borrowings Borrowings comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Borrowings from Venezuelan financial institutions, up to one year Demand deposits of financial institutions Borrowings from foreign financial institutions, up to one year Demand deposits Checking account with Caracas International Banking Corporation, at 0.25% annual interest (Note 26) Borrowings in foreign currency (Note 4) Loan from Bancaribe Curacao Bank N.V., for US$5,000,000, at 2.96% annual interest, maturing in January 2013 15. 1,125,280 1,151,823 581,327 613,360 21,500,000 - 22,081,327 613,360 23,206,607 1,765,183 Other liabilities from financial intermediation At December 31 and June 30, 2012, other liabilities from financial intermediation of US$4,732,694, equivalent to Bs 20,350,584, and US$7,610,160, equivalent to Bs 32,723,687, respectively, correspond to liabilities arising from operations with letters of credit (Note 4). 55 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 16. Interest and commissions payable Interest and commissions payable comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Expenses payable on customer deposits Deposits in interest-bearing checking accounts Non-negotiable demand deposits Time deposits, includes US$22,034 (US$8,068 at June 30, 2012) (Note 4) Expenses payable on borrowings Borrowings in foreign currency, includes US$7,816 (Note 4) Expenses payable on convertible bonds (Note 24) 17. 39,479 8,282,852 31,459 7,225,468 4,025,021 5,925,476 12,347,352 13,182,403 33,610 - 588,583 464,546 12,969,545 13,646,949 Accruals and other liabilities Accruals and other liabilities comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Pending items, includes US$1,684,032 and €13,073 Deferred interest income, includes US$501,643 (US$38,159 at June 30, 2012) (Notes 2-k, 4 and 5-b) Suppliers and other sundry payables Other provisions (Note 30) Labor contributions and withholdings payable, includes US$1,885 Tax withholdings, includes US$8,451 Cashier’s checks Municipal and other taxes Accrual for length-of-service benefits (Notes 1 and 2-j) Provisions for contingent loans (Note 22) Professional fees payable, includes US$6,000 (US$8,000 at June 30, 2012) (Note 4) Vacation bonus (Note 2-j) Contribution for the prevention of money laundering Income tax provision, includes US$7,873 (US$4,114 at June 30, 2012) (Notes 4 and 18) Leases Sports and Physical Education Law (Note 1) Accounts payable in foreign currency, includes US$482,040 (US$276,768 at June 30, 2012) (Note 4) Other employee expenses Other, includes U$$3,302 Advertising Profit sharing (Note 2-j) 168,989,747 83,725,480 39,575,038 25,643,250 25,282,369 24,272,727 19,330,299 17,975,940 14,694,600 9,755,631 7,797,125 7,298,315 5,971,282 5,377,397 35,393,093 21,961,855 22,259,802 19,647,671 12,283,404 10,146,074 8,349,190 9,411,677 5,753,095 6,871,103 5,513,091 2,029,855 5,203,810 4,571,291 3,497,861 2,703,810 4,689,944 2,347,021 2,072,771 701,128 447,641 83,511 63,807 1,190,104 6,225,371 322,195 98,410 9,641,660 388,605,540 270,563,905 Deferred interest income mainly relates to loan interest collected in advance, commissions and deferred gain on sale of securities (Note 5-b). 56 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 At December 31, 2012, other provisions include Bs 6,450,000 in connection with accounts payable to CADIVI on credit card transactions abroad from 2006 to 2009 and the first ten days of January 2010, recorded in conformity with CADIVI’s Notice No. PREVECPGSCO-00001 of January 2, 2012. Resolution No. 040, published in January 2011 by the People’s Power Ministry for Planning and Finance and the SNV, requires individuals regulated by the SNV who publicly trade shares and securities registered with the National Securities Registry to make a special annual contribution of 1.5% to finance SNV operations, including maintenance fees, fees to public arbitrators and defenders, technical upgrades, and human resource development and education. In July 2011, the People’s Power Ministry for Planning and Finance and the SNV issued Resolution No. 121 to require SNV-regulated entities to pay 100 tax units for the special annual contribution. At December 31, 2011, the Bank maintained a provision of Bs 1,336,205 in this connection. On January 29, 2013, the Bank paid this contribution for the six-month period ended December 31, 2012, totaling Bs 9,000. At December 31 and June 30, 2012, accounts payable in foreign currency are mainly in respect of interest payable to clients for intermediation of securities in foreign currency. At December 31 and June 30, 2012, suppliers and other sundry payables are mainly in respect of accounts payable for utilities and transportation of valuables. Below is a breakdown of pending items: December 31, 2012 June 30, 2012 (In bolivars) In-transit operations Point-of-sale transactions payable Collection of government and municipal taxes Suiche 7B transactions payable Other Other credit items in foreign currency pending reconciliation, includes US$860,523 and €13,073 (US$1,256,888 and €12,917 at June 30, 2012) (Note 4) Other credit items pending reconciliation, includes US$823,509 (US$837,900 at June 30, 2012) (Note 4) Other credit items pending reconciliation Other pending items Operations under ALADI Agreement Checks received from credit operations Cash surplus Private card transactions Cirrus transactions payable Most in-transit operations cleared during January 2013 and July 2012. 57 101,335,291 22,186,155 20,536,712 14,043,399 25,505,174 14,734,903 27,466,704 4,578,829 3,774,563 5,474,907 3,547,749 1,600,243 1,138,573 458,943 329,960 33,640 4,119 400 3,603,194 1,383,113 333,265 408,026 195,581 27,520 14,264 - 168,989,747 83,725,480 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Point-of-sale transactions payable correspond to the use of points of sale of other financial institutions by Bank customers. Most of these transactions clear in the month following period closing. At December 31 and June 30, 2012, the account collection of government and municipal taxes includes national and municipal taxes paid by individuals and corporations to the Tax Authorities between January 2 and 4, 2013 and July 3 and 6, 2012, respectively. 18. Taxes a) Income tax The Bank’s tax year ends on December 31. The main differences between income/loss recognized for accounting and tax purposes arise from provisions and accruals that are normally tax deductible in subsequent periods, tax-exempt income from National Public Debt Bonds and other securities issued by the Venezuelan government and the net effect of the annual inflation adjustment. Venezuelan Income Tax Law allows tax losses to be carried forward for three years to offset taxable income, except those arising from the annual inflation adjustment, which may be carried forward for only one year. During the year ended December 31, 2012, the Bank estimated territorial tax losses of Bs 117,413,974 and extraterritorial tax gains of Bs 7,615,119. The latter gave rise to a tax expense of Bs 2,544,140. At December 31 and June 30, 2012, the Bank recorded estimated income tax of US$3,759 and US$4,114, equivalent to Bs 16,165 and Bs 17,690, respectively. According to Tax Ruling No. UR 111611 issued by the Curacao Tax Authorities on December 9, 2011, the Curacao Branch must calculate tax payable on the basis of 7% of the costs of its activities (Note 8). Below is the reconciliation between book income and net tax loss for the year ended December 31, 2012: (In bolivars) Statutory tax rate 34% Book income for 2012 before tax 517,421,813 Difference between book income and taxable income Effect of the annual inflation adjustment Nondeductible provisions Loan portfolio, net Interest on loan portfolio and other Other assets Other provisions Tax-exempt income, net of related expenses Social contributions Municipal taxes Other effects, net (243,327,202) 23,848,687 (2,887,661) 461,846 52,341,424 (438,888,455) 4,195,742 4,979,927 (35,560,095) Territorial tax loss (117,413,974) Tax loss from previous periods (45,347,551) Extraterritorial tax gain 7,615,119 Extraterritorial tax loss from previous periods - At December 31, 2012, the Bank has tax loss carryforwards from the annual inflation adjustment of Bs 45,347,552, which may be used until 2013. 58 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 The tax expense comprises the following: Six-month periods ended December 31, June 30, 2012 2012 (In bolivars) Income tax Deferred income tax 2,516,165 (1,865,133) 1,817,689 (734,105) 651,032 1,083,584 b) Deferred income tax Bank management recognizes a deferred tax asset in its financial statements when there is reasonable expectation that future tax results will allow its realization. Furthermore, the Accounting Manual establishes, among other things, that the Bank may not recognize a deferred tax asset for any amount exceeding taxable income (Note 2-i). Bank management determined and evaluated the deferred tax asset recorded. The main differences between the tax base and the carrying amount at December 31, 2012 relate to the provision for highrisk and uncollectible loans and interest receivable, property and equipment, deferred expenses and sundry provisions (Note 12). At December 31, 2012, the Bank recognized a deferred tax asset of Bs 1,865,133 (Bs 2,955,391 at June 30, 2012) in respect of the maximum amount allowed not exceeding taxable income. c) Transfer pricing According to transfer-pricing regulations, taxpayers that conduct transactions with related parties abroad are required to calculate income, costs and deductions applying the methodology set out in the Law. The Bank conducts transactions with related parties abroad. In June 2012, the Bank filed the transfer-pricing return (PT-99) for the year ended December 31, 2011. 19. Other operating income Other operating income comprises the following: Six-month periods ended December 31, June 30, 2012 2012 (In bolivars) Service fees (Notes 4 and 22) Exchange gain (Notes 4 and 25-c) Gain on sale of available-for-sale securities (Note 5-a) Income from amortization of discount on investments in held-to-maturity securities (Note 5-b) Commissions on trust funds (Note 22) 59 100,023,366 34,872,525 23,816,309 73,870,687 20,877,343 140,207,451 8,107,825 5,060,595 2,630,467 3,940,865 171,880,620 241,526,813 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Sundry operating income comprises the following: Six-month periods ended December 31, June 30, 2012 2012 (In bolivars) Income from expenses recovered Other 20. 5,901,945 415,841 4,312,558 22,874 6,317,786 4,335,432 Other operating expenses Other operating expenses comprise the following: Six-month periods ended December 31, June 30, 2012 2012 (In bolivars) Amortization of premiums on held-to-maturity securities (Note 2-c) Exchange loss (Note 4) Service fees (Note 4) Loss on sale of investments in available-for-sale securities (Note 5-a) 23,095,231 19,346,900 10,988,486 7,744,273 13,319,378 14,172,293 8,128,149 71,207,498 61,174,890 106,827,318 Sundry operating expenses comprise the following: Six-month periods ended December 31, June 30, 2012 2012 (In bolivars) Provision for other contingencies (Notes 17 and 30) Contribution to the National Fund for Communal Councils (Note 12) Contribution for the prevention of money laundering (Note 1) Contributions for science and technology programs (Note 1) Provision for other assets (Note 12) Other 60 12,200,090 9,479,052 3,347,542 3,266,966 50,276 100 6,953,350 6,306,323 1,922,375 3,266,966 2,866,960 1,339,322 28,344,026 22,655,296 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 21. General and administrative expenses General and administrative expenses comprise the following: Six-month periods ended December 31, June 30, 2012 2012 (In bolivars) Outsourced services Maintenance and repairs Leases Advertising Taxes and contributions Transportation of valuables and communications Amortization of deferred expenses (Note 12) Depreciation and impairment of property and equipment (Note 10) Stationery and office supplies Sundry general expenses Insurance Public relations Other Utilities Legal fees 22. 112,503,877 32,638,238 29,862,707 26,936,205 24,264,264 19,763,834 19,381,642 17,026,945 15,351,623 11,806,259 1,998,584 1,848,811 1,844,927 1,091,383 1,007,941 83,910,011 22,584,541 26,737,793 15,781,011 18,919,283 15,058,659 14,231,400 12,813,629 14,966,843 7,165,074 1,815,295 1,385,225 1,039,072 1,193,247 715,978 317,327,240 238,317,061 Memorandum accounts Memorandum accounts comprise the following: Six-month periods ended December 31, June 30, 2012 2012 (In bolivars) Contingent debtor accounts (Note 23) Guarantees granted Credit card lines Letters of credit issued but not negotiated 357,006,621 339,798,212 82,907,690 207,176,948 243,119,631 144,814,370 779,712,523 595,110,949 Assets received in trust 971,641,295 787,135,059 Debtor accounts from other special trust services (Housing Mutual Fund) 479,233,604 354,214,463 2,650,010,151 1,437,288,157 48,845,901 28,782,592,222 9,946,021,216 286,507,502 11,754,285 299,090,115 56,187,002 19,252,031,249 6,542,363,973 271,700,387 16,522,904 299,090,115 151,198,496 15,116,783 1,616,964 161,048,936 13,118,043 939,591 (33,404,376) (38,456,023) 33,404,376 94,168,925 2,058,658 38,456,023 1,548,000 1,610,168 42,288,981,218 28,053,448,525 Other debtor memorandum accounts Assets held in custody, includes US$68,071,658 and €152,000 (US$130,074,238 and €152,000 at June 30, 2012) Collections in foreign currency, includes US$11,359,512 (US$13,066,745 at June 30, 2012) Guarantees received, includes US$113,412,813 (US$127,416,700 at June 30, 2012) Lines of credit available Uncollectible accounts written off Deferred interest receivable on loans overdue and in litigation (Note 6) Mortgage guarantees pending release Securities held by other financial institutions, includes US$35,162,441 (US$37,453,241 at June 30, 2012) Guarantees on collateral granted Taxes receivable Foreign currency purchases, includes US$6,834,317 and €706,662 (US$8,582,141 and €285,358 at June 30, 2012) (Note 4) Foreign currency sales, includes US$6,834,317 and €706,662 (US$8,582,141 and €285,358 at June 30, 2012) (Note 4) Guarantees in foreign currency, includes US$21,899,750 (US$360,000 at June 30, 2012) Other 61 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 At December 31, 2012, in accordance with the Accounting Manual, the Bank has set aside a general and specific provision for contingent debtor accounts of Bs 7,797,125 (Bs 5,753,095 at June 30, 2012), shown under accruals and other liabilities (Note 17). Below is a breakdown of assets received in trust: December 31, 2012 June 30, 2012 (In bolivars) Type of trust fund Administration Length-of-service benefits Investment 179,282,186 695,155,135 97,203,974 196,968,666 530,170,556 59,995,837 971,641,295 787,135,059 At December 31, 2012, combined trust fund assets include Bs 570,314,047 in respect of trust funds opened by government agencies, representing 58.70% of total assets received in trust (Bs 504,358,680, representing 64.08% at June 30, 2012). Combined trust fund accounts include the following balances, according to the financial statements of the trust: December 31, 2012 June 30, 2012 (In bolivars) Assets Cash and due from banks Investment securities Loan portfolio Loans and advances to beneficiaries of length-of-service benefits Loans receivable Interest and commissions receivable Interest receivable on investment securities Other assets 48,728,363 13,959,186 577,919,123 480,482,109 333,351,073 283,154,544 333,351,073 - 282,585,347 569,197 11,642,730 9,539,054 6 166 Total assets 971,641,295 787,135,059 Liabilities and Equity Liabilities Other liabilities 4,411,537 5,810,346 4,411,537 5,810,346 894,435,696 72,794,062 723,239,113 58,085,600 Total equity 967,229,758 781,324,713 Total liabilities and equity 971,641,295 787,135,059 Total liabilities Equity Capital assigned to trusts Retained earnings At December 31 and June 30, 2012, cash and due from banks includes Bs 48,728,363 and Bs 13,959,186, respectively, related to funds received from trust fund operations that are managed through checking accounts with the Bank, which are used to receive or pay all funds and earn 6% annual interest. 62 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Investment securities included in trust fund accounts, recorded at amortized cost, comprise the following: December 31, 2012 Amortized cost Cost Fair market value (In bolivars) Securities issued or guaranteed by the Venezuelan government Vebonos, with a par value of Bs 333,350,437, annual yield at between 10.93% and 17.70%, maturing between May 2013 and 2021 Fixed Interest Bonds (TIF), with a par value of Bs 227,055,625, annual yield at between 9.63% and 18.00%, maturing between May 2013 and August 2018 Debt securities issued by non-financial private-sector companies Debenture bonds FVI Fondo de Valores Inmobiliarios, with a par value of Bs 20,000,000, 11.26% annual yield, maturing in September 2017 328,688,214 328,403,203 351,213,190 (1) 230,840,791 229,515,920 253,466,768 (1) 559,529,005 557,919,123 604,679,958 20,000,000 20,000,000 579,529,005 577,919,123 20,000,000 (2) 624,679,958 June 30, 2012 Amortized cost Cost Fair market value (In bolivars) Securities issued or guaranteed by the Venezuelan government Vebonos, with a par value of Bs 234,826,756, annual yield at between 10.32% and 17.37%, maturing between April 2013 and June 2020 Fixed Interest Bonds (TIF), with a par value of Bs 232,579,625, annual yield at between 9.63% and 18.00%, maturing between May 2013 and August 2018 Treasury Notes, with a par value of Bs 5,000,000, maturing in July 2012 Debt securities issued by non-financial private-sector companies Debenture bonds Aserca Airlines, C.A., with a par value of Bs 3,266,592, 13.79% annual yield, maturing in October 2012 234,131,426 234,537,416 214,972,673 (1) 238,735,230 4,998,610 237,678,935 4,999,166 249,871,846 (1) 4,998,025 (1) 477,865,266 477,215,517 469,842,544 3,266,592 3,266,592 481,131,858 480,482,109 3,266,592 (2) 473,109,136 (1) Fair value is determined from trading operations on the secondary market or from the present value of estimated future cash flows. (2) Corresponds to par value, which is considered as fair market value. Below is the classification of investment securities according to maturity: December 31, 2012 Amortized Fair cost value June 30, 2012 Amortized Fair cost value (In bolivars) Up to six months Six months to one year One to five years Over five years 63 2,586,648 3,970,972 275,855,823 295,505,680 2,656,375 4,120,000 297,164,161 320,739,422 8,265,758 24,028,077 255,914,524 192,273,750 8,264,617 23,048,557 264,631,150 177,164,812 577,919,123 624,679,958 480,482,109 473,109,136 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 At December 31, 2012, interest receivable on investment securities amount to Bs 11,642,730 (Bs 9,539,054 at June 30, 2012). At December 31 and June 30, 2012, loans and advances to beneficiaries of the length-of-service benefit trust fund are in respect of loans and advances granted to employees guaranteed by their length-of-service benefits deposited in the trust fund. These interest-free loans are in respect of lengthof-service benefit trust fund plans of public and private-sector companies. At December 31, 2012, loans and advances to beneficiaries of the length-of-service benefit trust fund include Bs 36,608,424 (Bs 31,690,720 at June 30, 2012) from Bank employees (Note 1), Bs 87,092,031 from private length-of-service benefit trust funds, and Bs 209,650,618 from government agencies (Bs 70,443,279 and Bs 180,451,347, respectively, at June 30, 2012). At December 31 and June 30, 2012, fiduciary remuneration payable to the Bank amounts to Bs 890,821 and Bs 610,394, respectively. In addition, the commission paid by the trust fund and the trustors to the Bank during the six-month period ended December 31, 2012 amounted to Bs 5,060,595 (Bs 3,940,865 during the six-month period ended June 30, 2012) (Note 19). At December 31, 2012, length-of-service benefit trust funds in favor of Bank employees amount to Bs 72,721,699 (Bs 58,694,815 at June 30, 2012). Debtor accounts from other special trust services (Housing Loan System) and Housing Savings Fund Debtor accounts from other special trust services (Housing Loan System) and Housing Savings Fund comprise the following: December 31, 2012 June 30, 2012 (In bolivars) Assets Cash and due from banks (Note 13) Investment securities Loan portfolio Interest receivable Other assets Total assets Liabilities Contributions to the Housing Savings Fund Liabilities to BANAVIH Total liabilities Income Total liabilities and income 376,524 315,472,933 152,515,420 509,644 10,359,083 477,580 226,576,509 126,508,306 514,068 138,000 479,233,604 354,214,463 275,021,140 183,311,652 195,544,848 141,143,295 458,332,792 336,688,143 20,900,812 17,526,320 479,233,604 354,214,463 Housing programs, direct subsidies, eligibility schemes, the Guarantee Fund and the Rescue Fund are subject to the Housing Loan Law. They are aimed mostly at families applying for housing loans through the Housing Mutual Fund. Financial institutions authorized by BANAHIV to act as financial operators receive monthly contributions from employers, employees and workers in the private and public sectors to be deposited in a Housing Mutual Fund account on behalf of each employee. These funds will be used to grant short and long-term mortgages for acquisition, construction or improvement of primary residences. 64 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 At December 31, 2012, the Bank has an investment trust in BANAVIH for Bs 315,472,933 (Bs 226,576,509 at June 30, 2012) in respect of funds from deposits under the Housing Loan Law collected and transferred by the Bank, shown as investment securities in conformity with the Accounting Manual. According to the Housing Loan Law, monthly mortgage loan repayments will represent between 5% and 20% of the monthly family income. In addition, these loans will bear interest at the social interest rate set by the People’s Power Ministry for Housing. At December 31, 2012, the Bank has granted loans out of BANAVIH resources of Bs 152,515,420 (Bs 126,508,306 at June 30, 2012). These loans bear annual interest at between 4.66% and 8.55%. At December 31, 2012, the Housing Savings Fund has 1,697 debtors (1,547 debtors at June 30, 2012). During the six-month period ended December 31, 2012, the Bank recorded income of Bs 599,017 (Bs 439,321 during the six-month period ended June 30, 2012) from commissions charged to BANAVIH for the administration of resources related to the Mandatory Housing Savings Fund, shown under interest income. 23. Financial instruments with off-balance sheet risks Credit-related financial instruments The Bank has outstanding commitments related to letters of credit, guarantees granted and lines of credit to meet the needs of its customers. Since many of its credit commitments may expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. Commitments to extend credit, letters of credit and guarantees granted by the Bank are recorded under memorandum accounts. a) Guarantees granted After conducting a credit risk analysis, the Bank provides guarantees to certain customers within their line of credit; they are issued to a beneficiary who may execute the guarantee if the customer fails to comply with the terms of the agreement. At December 31 and June 30, 2012, these guarantees earned annual commissions of 1%. These commissions are recorded monthly while the guarantees are in force. At December 31, 2012, Bank guarantees amount to Bs 357,006,621 (Bs 207,176,948 at June 30, 2012) (Note 22). b) Credit limits Credit limit contractual agreements are granted to customers subject to prior credit risk assessments and, if needed, obtention of any guarantee required by the Bank to cover risk for each customer. These agreements are for specific periods, provided that customers do not default on the terms set forth therein (Note 22). c) Letters of credit Letters of credit usually mature within 90 days, and are renewable. They are generally issued to finance a trade agreement for the shipment of goods from a seller to a buyer. At December 31 and June 30, 2012, the Bank charged a commission of between 0.5% and 2% on the amount of letters of credit. Unused letters of credit at December 31, 2012 amount to Bs 82,907,690 (Bs 144,814,370 at June 30, 2012) (Note 22). 65 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 The Bank’s exposure to credit loss in the event of noncompliance by customers with terms for extended credit, letters of credit and written guarantees is represented by the notional contractual amounts of these credit-related instruments. The credit policies applied by the Bank for these commitments are the same as those for granting loans. In general, the Bank evaluates customer eligibility before granting credit. The amount of collateral provided, if required by the Bank, is based on customer credit assessment. The type of collateral varies, but may include accounts receivable, property and equipment and securities. 24. Convertible bonds At a Special Shareholders’ Meeting on July 19, 2006, a public offering of convertible bonds of up to Bs 50,000,000 was approved, as well as the general terms of the offering. The shareholders also resolved to create a reserve fund for payment of convertible bonds at maturity with a charge to unappropriated surplus. The fund will accrue Bs 2,083,333 quarterly until it reaches the total amount redeemable at maturity. The bond issue was authorized by SUDEBAN through Resolution No. 013-07 of January 22, 2007, published in Official Gazette No. 38,620 on February 6, 2007, and by the SNV through Resolution No. 045-2007 of April 3, 2007. In April 2007, the Bank completed the public offering of convertible bonds, traded as from May 2, 2007 at a par value of Bs 50,000,000, with annual nominal weighted average interest of the six main commercial and universal banks payable on a quarterly basis and maturing in April 2013. At a Special Shareholders’ Meeting on May 30, 2007, a second public offering of convertible bonds of up to Bs 50,000,000 was approved. Under the terms of the offering, a reserve fund will be created for payment of convertible bonds at maturity with a charge to unappropriated surplus amounting to Bs 4,166,667 quarterly. This fund will be created as from the closing of the six-month period following public offering commencement date. The bond issue was authorized by SUDEBAN through Resolution No. 367-07 of October 31, 2007, published in Official Gazette No. 38,809 on November 13, 2007, and by the SNV through Resolution No. 181-2007 of December 7, 2007. The second public offering of convertible bonds began at the end of December 2007, with annual nominal weighted average interest of the six main commercial and universal banks payable quarterly and maturing in December 2013. This offering was completed in March 2008. Bondholders may choose between receiving principal payments and converting their bonds into Bank shares by paying 1.5 times the equity value of the share at bond maturity. According to the Accounting Manual, financial institutions shall include convertible bonds as part of their equity. SUDEBAN also authorized inclusion of these bonds as part of the Bank’s equity structure for the purpose of any computation required by this entity. At December 31 and June 30, 2012, bonds earned 14.50% annual interest (Note 16). During the sixmonth period ended December 31, 2012, interest expense in this connection amounts to Bs 8,367,471 (Bs 8,311,726 for the six-month period ended June 30, 2012). 66 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Bonds issued and placed comprise the following: December 31, 2012 Amount Equity Bs % Shareholders Banco Sofitasa Banco Universal, C.A. Banco Caroní Fideicomiso Seguros Pirámide, C.A. Multinacional de Seguros, C.A. Fideicomiso Banco Canarias Del Sur Banco Universal, C.A. Fideicomiso Caja de Ahorros de Jubilados y Pensionados del INOS Unidad Corporativa de Mercados de Inversión Unidad Educativa Colegio Las Colinas, C.A. Banco Guayana, C.A. Estar Seguros, C.A. BOD Fideicomiso Seguros Altamira, C.A. Inversora Multinacional, C.A. Fideicomiso Banco Provincial S.A. - Banco Universal Banco Bicentenario Banco Universal, S.A. La Oriental de Seguros, C.A. Other 25. June 30, 2012 Amount Equity Bs % 24,000,000 16,000,000 15,000,000 12,000,000 11,108,272 6,000,000 3,772,000 2,000,000 2,000,000 8,119,728 24.0 16.0 15.0 12.0 11.1 6.0 3.8 2.0 2.0 8.1 12,500,000 5,000,000 7,200,000 5,554,136 3,000,000 8,000,000 5,000,000 5,000,000 3,900,000 3,700,000 7,000,000 8,650,000 10,000,000 15,495,864 12.5 5.0 7.2 5.5 3.0 8.0 5.0 5.0 3.9 3.7 7.0 8.7 10.0 15.5 100,000,000 100.0 100,000,000 100.0 Equity a) Capital stock and authorized capital The Bank’s paid-in capital amounts to Bs 428,503,396 (Bs 345,403,396 at June 30, 2012), represented by 428,503,396 (345,403,396 common shares at June 30, 2012) non-convertible common shares of the same class with a par value of Bs 1 each, fully subscribed and paid-in. The Bank complies with the minimum capital required under the current legislation. At a Regular Shareholders’ Meeting on March 30, 2011, it was resolved to declare cash dividends of Bs 14,100,000, which exceeds unappropriated surplus available for dividends of Bs 12,742,373 at December 31, 2010; it was also resolved to increase capital stock by the same amount. On May 25, 2011, the Bank requested SUDEBAN’s authorization to reduce the amount of cash dividends declared to Bs 12,742,373. Through Notice No. SIB-II-GGIBPV-GGIBPV2-17894 of June 23, 2011, SUDEBAN ordered the Bank to call a new Shareholders’ Meeting before July 31, 2011 to annul the aforementioned dividends declared and the capital stock increase. On July 27, 2011, the Bank requested SUDEBAN’s authorization to modify the method for dividend declaration and payment, and to increase capital stock to Bs 14,100,000 as follows: Bs 7,050,000 out of cash dividends declared with a charge to unappropriated surplus, and Bs 7,050,000 out of stock dividends, with a charge to restricted surplus. On August 12, 2011, SUDEBAN sent Notice No. SIB-II-GGIBPV-GIBPV2-24163 to the Bank agreeing on the aforementioned changes and asked the Bank to inform shareholders who express their will to participate in the share subscription and payment process with resources arising from cash dividends declared. The aforementioned dividends were approved at a Special Shareholders’ Meeting of August 31, 2011. At a Regular Shareholders’ Meeting on September 28, 2011, it was resolved to declare and pay dividends and a capital increase of Bs 28,000,000 as follows: Bs 14,000,000 in non-convertible common shares of the same class with a par value of Bs 1; and Bs 14,000,000 payable in cash, which may be converted into capital at shareholders’ will based on the agreed-upon term. Through Notice No. SIB-II-GGIBPV-GIBPV2-41061 of December 7, 2011, SUDEBAN informed the Bank that the requests submitted by the Special Shareholders’ Meeting of August 31, 2011 and the Regular Shareholders’ Meeting of September 28, 2011 were pending authorization from OSFIN. On 67 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 January 24 and 27, 2012, and upon authorization from OSFIN, SUDEBAN issued Notices Nos. SIB-IIGGR-GA-01547 and SIB-II-GGR-GA-02015, respectively, authorizing the aforementioned dividends and capital increases. On June 21, 2012, through Notices Nos. DSNV-1259-2012 and DSNV-1263-2012, the SNV authorized the capital increases approved at the Special Shareholders’ Meeting of August 31, 2011 and the Regular Shareholders’ Meeting of September 28, 2011. In addition, the Bank capitalized these dividends on July 20 and August 6, 2012, respectively, in accordance with the notices sent to shareholders. At a Regular Shareholders’ Meeting on February 22, 2012, it was resolved to increase capital by Bs 10,000,000 through the public offering of non-convertible common shares with a par value of Bs 1. Through Notice No. SIB-11-GGIBPV-GIBPV2-09791 of April 17, 2012, SUDEBAN ratified that the Bank should formally request authorization for the capital increase. Subsequently, through Notice No SIB-II-GGR-GA-32152 of October 10, 2012, with the binding opinion of OSFIN, SUDEBAN authorized the aforementioned capital increase. On February 4, 2013, through Notice No. DSNV-0174-2013, the SNV authorized this capital increase. At a Regular Shareholders’ Meeting on March 28, 2012, it was resolved to declare and pay dividends, and to increase capital to up to Bs 41,000,000 as follows: Bs 20,500,000 out of cash dividends declared with a charge to unappropriated surplus, and Bs 20,500,000 out of stock dividends with a charge to restricted surplus. On May 14, 2012, SUDEBAN sent Notice No. SIB-II-GGIBPV-GIBPV213144 to the Bank agreeing on the aforementioned dividend declaration and payment. The Bank was also instructed to request authorization for the Bs 41,000,000 capital increase and await OSFIN’s opinion. On September 10, 2012, and upon authorization from OSFIN, SUDEBAN issued Notice No. SIB-II-GGR-GA-28712 authorizing the aforementioned capital increase. On November 6, 2012, through Notice No. DSNV-2082-2012, the SNV authorized the capital increase approved at a Regular Shareholders’ Meeting of March 28, 2012. In addition, the Bank capitalized this dividend on December 11, 2012, in accordance with the notices sent to shareholders. At a Regular Shareholders’ Meeting on September 26, 2012, it was resolved to declare and pay dividends, and to increase capital to up to Bs 70,000,000 as follows: Bs 35,000,000 out of cash dividends declared with a charge to unappropriated surplus, and Bs 35,000,000 out of stock dividends with a charge to restricted surplus. On December 27, 2012, SUDEBAN sent Notice No. SIB-IIGGIBPV-GIBPV2-42313 to the Bank agreeing on the aforementioned dividend declaration and payment. The Bank should await a ruling, with the binding opinion of OSFIN for the authorization of the aforementioned capital increase. To date, the Bank is awaiting approval from the regulatory entity. 68 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Shares subscribed by shareholders for the six-month periods ended December 31 and June 30, 2012 are identified as non-convertible common shares as follows: Shareholder Nogueroles García, Jorge Luis Nogueroles López, José María Halabi Harb, Anuar Alintio International, S.L. Valores Torre Casa, C.A. De Guruceaga López, Gonzalo Francisco Curbelo Pérez, Juan Ramón Zasuma Inversiones, C.A. Sucesión Talayero Tamayo, Alvaro Inversiones Clatal, C.A. Puig Miret, Jaime Tamayo Degwitz, Carlos Enrique García Arroyo, Sagrario Inversiones Tosuman, C.A. Kozma Ingenuo, Alejandro N. Kozma Ingenuo, Carolina María Teleacción, S.A. Consorcio Toyomarca, S.A. Juan Huerta, Salvador Herrera de la Sota, Mercedes Benacerraf Herrera, Jorge Fortunato Benacerraf Herrera, Andrés Gónzalo Benacerraf Herrera, Mercedes Cecilia Chaar Chaar, Mouada Nogueroles García, María Montserrat Inversiones Fernández, S.A. Cedeño, Eligio Inversora Diarriveca, C.A. Somoza Mosquera, David Eurobuilding Internacional, C.A. Kozma Solymosi, Nicolás A. D Alessandro Bello, Nicolas Gerardo Industria Venezolana Maicera Pronutricos, C.A. Fondo de Jubilaciones y Pensiones UDO Ponte Sucre, Gonzalo Luis Velutini Urbina, Luis Emilio Vollmer de Reuter, Luisa M. Inversiones 747, C.A. Sociedad Financiera Intercontinental I.T.D. Domingo Alonso International, S.A. Talayero Tamayo, Alvaro Other December 31, 2012 Number of Equity shares % June 30, 2012 Number of Equity shares % 42,480,904 27,404,962 25,174,135 21,382,373 18,968,066 17,269,838 17,047,566 16,582,309 15,929,736 14,095,458 10,590,093 8,895,718 8,593,100 8,040,101 8,040,097 8,040,097 8,040,097 5,987,955 5,458,940 5,025,072 5,025,045 5,025,045 5,025,045 4,905,718 4,738,838 4,580,336 4,500,730 4,456,399 4,285,031 4,078,234 4,023,303 3,860,520 3,695,713 3,617,164 3,177,536 3,111,867 3,087,771 1,587,691 16,678 62,658,115 9.91 6.40 5.87 4.99 4.43 4.03 3.98 3.87 3.72 3.29 2.47 2.08 2.01 1.88 1.88 1.88 1.88 1.40 1.27 1.17 1.17 1.17 1.17 1.14 1.11 1.07 1.05 1.04 1.00 0.95 0.94 0.90 0.86 0.84 0.74 0.73 0.72 0.37 0.00 14.63 34,242,462 22,090,242 20,292,044 11,439,148 13,920,650 13,741,484 13,366,455 11,361,888 8,536,327 7,170,548 6,926,618 6,480,863 6,480,861 6,480,861 6,480,861 1,312,051 4,400,276 4,050,546 4,050,527 4,050,527 4,050,527 3,954,344 3,819,824 3,692,060 3,627,892 3,592,159 3,287,332 3,243,055 3,111,844 2,978,995 2,915,680 2,561,308 2,508,377 2,488,953 4,968,183 3,455,728 17,235,629 12,840,436 54,195,831 9.91 6.40 5.87 3.31 4.03 3.98 3.87 3.29 2.47 2.08 2.01 1.88 1.88 1.88 1.88 0.38 1.27 1.17 1.17 1.17 1.17 1.14 1.11 1.07 1.05 1.04 0.95 0.94 0.90 0.86 0.84 0.74 0.73 0.72 1.44 1.00 4.99 3.72 15.69 428,503,396 100.00 345,403,396 100.00 b) Capital reserves and retained earnings Based on the provisions set out in its bylaws and the Law on Banking Sector Institutions, the Bank makes an appropriation to the legal reserve every six months equivalent to 20% of its biannual net income until the reserve reaches 50% of its capital stock. Once the legal reserve reaches this amount, the Bank’s appropriation to the legal reserve will be 10% of its biannual net income until the reserve covers 100% of its capital stock. 69 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 At December 31 and June 30, 2012, capital reserves include Bs 996,124 in respect of voluntary reserves. In addition, at December 31, 2012, this account includes Bs 89,583,333 for payment of convertible bonds (Bs 81,250,000 at June 30, 2012) (Note 24). Through Notice No. SIB-II-GGIBPV-GIBPV2-07778 issued on March 30, 2011, SUDEBAN informed the Bank that profit generated by Branch operations should be considered restricted surplus. During the six-month period ended December 31, 2012, the Bank reclassified Branch income of Bs 33,870,641 for the six-month period then ended (Bs 5,316,575 for the six-month period ended June 30, 2012). Resolution No. 305.11 issued by SUDEBAN on November 28, 2011 was published in Official Gazette No. 39,820 on December 14, 2011. This Resolution relates to the “Regulations Governing the Social Contingency Fund” and establishes the guidelines to account for the social fund, in conformity with Article No. 47 of the Law on Banking Sector Institutions. On March 23, 2012, the Bank created the social fund through an investment trust fund with Banco Exterior, C.A. Banco Universal, in conformity with Resolution No. 305-11 published in the Official Gazette on December 14, 2011. The Bank made the respective accounting entries with a charge to restricted investments and a credit to cash maintained with the BCV. At June 30, 2012, the Bank recorded the social fund of Bs 1,727,016 with a charge to restricted investments and a credit to capital reserves. In July 2012, the Bank informed SUDEBAN of a discrepancy when recording the Fund and sent the accounting records of July 2012 showing a debit to unappropriated surplus and a credit to cash maintained at the BCV. At December 31, 2012, the Bank recorded the social contingency fund of Bs 2,142,517 with a charge to unappropriated surplus and a credit to capital reserves. On January 10, 2013, the Bank transferred Bs 2,142,517 to the investment trust fund with Banco Exterior and made the accounting record with a debit to restricted investments and a credit to cash maintained at the BCV. In compliance with SUDEBAN Resolution No. 329-99, during the six-month period ended December 31, 2012, the Bank reclassified Bs 114,627,343 (Bs 72,747,775 at June 30, 2012) to restricted surplus, equivalent to 50% of income for the six-month period, net of appropriations to reserves and Branch income. At December 31 and June 30, 2012, restricted surplus amounts to Bs 326,770,146 and Bs 253,692,803, respectively. These amounts may be used for capital stock increase, but not for cash dividend distribution. Below is the movement in restricted surplus balances: Resolution No. 329-99 (In bolivars) Balance at December 31, 2011 Appropriation of 50% of income for the period 180,945,028 72,747,775 Balance at June 30, 2012 253,692,803 Capital stock increase Appropriation of 50% of income for the period (41,550,000) 114,627,343 Balance at December 31, 2012 326,770,146 70 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 c) Exchange gain (loss) from holding foreign currency assets and liabilities Exchange gain (loss) from holding foreign currency assets and liabilities at December 31 and June 30, 2012 comprises the following: (In bolivars) Balance at December 31, 2011 Exchange loss from holding foreign currency assets and liabilities (Note 4) 133,767,875 (656,392) Balance at June 30, 2012 133,111,483 Reclassification according to SUDEBAN Notice No. SIB-II-GGIBPV-GIPV2-32501 656,392 Balance at December 31, 2012 133,767,875 Through Notice No. SIB-II-GGIBPV-GIBPV2-32501 of October 15, 2012, SUDEBAN informed the Bank that the effect of translation for the Bank’s consolidation with the Curacao Branch financial statements should not be recorded under exchange gain (loss) from holding foreign currency assets and liabilities. Accordingly, SUDEBAN requested the Bank to reverse the effect recorded under exchange gain (loss) from holding foreign currency assets and liabilities so as to show under this item the balance at December 31, 2011. Furthermore, SUDEBAN informed the Bank that section 152 “Investments in branches” of the Accounting Manual establishes the parameters for consolidating financial statements. On October 25, 2012, the Bank sent SUDEBAN the corresponding accounting vouchers. At December 31, 2012, other operating income includes Bs 23,321,669 in respect of the effect of translation for the Bank’s consolidation with the Curacao Branch financial statements (Notes 4 and 19). d) Risk-based capital ratio Ratios required and maintained by the Bank, in accordance with SUDEBAN rules, have been calculated based on its published financial statements, as indicated below: December 31, 2012 Required Maintained % % Total risk-based capital Equity-to-total assets 12 8 13.83 8.36 June 30, 2012 Required Maintained % % 12 8 13.32 8.02 In March 2007, SUDEBAN incorporated a scheme for gradually excluding goodwill from the index of the equity solvency calculation, which consists in dividing goodwill for March 2007 into 48 parts and deducting it from equity on a monthly basis by March 31, 2011. According to Resolution No. 305-09 issued by SUDEBAN on July 29, 2009, which introduced changes to the aforementioned scheme, deduction of goodwill from equity is no longer required. Changes introduced to risk-based capital ratio were as follows: a) contributions pending capitalization and treasury stock are considered as primary equity (Tier 1); b) goodwill and investments in Venezuelan financial subsidiaries or affiliates must be deducted from the primary equity (Tier 1); and c) 50% of pending cash items, overnight deposits and deposits and credits related to microcredits, agriculture, manufacturing and tourism activities must be included into the risk category. Furthermore, this Resolution establishes a new 75% risk weighting applicable to overnight deposits in local currency. Resolution No. 305-09 maintains the minimum total risk-based capital and equity-to-total assets (solvency ratio) at 12% and 8%, respectively. 71 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 26. Balances and transactions with related companies In the ordinary course of business, the Bank conducts commercial transactions with related companies. Because of those relationships, certain transactions may have taken place on terms other than those that would characterize transactions between unrelated companies. A breakdown of the Bank’s balances and transactions with its related company Caracas International Banking Corporation is provided below: December 31, 2012 June 30, 2012 (In bolivars) Assets Cash and due from banks Foreign and correspondent banks US$44,757 (US$249,161 at June 30, 2012) 192,453 1,071,391 Liabilities Borrowings (Note 14) Interest-bearing checking accounts, with 0.25% annual interest 581,327 613,360 4,429 46,612 Expenses for the period Interest expense Expenses from borrowings 27. Deposit Guarantee and Bank Protection Fund Venezuelan financial institutions regulated by the Law on Banking Sector Institutions are required to pay fees to the Deposit Guarantee and Bank Protection Fund (FOGADE). Among other things, FOGADE guarantees customer deposits up to a given amount per depositor. Through Decree No. 7,207, published in Official Gazette No. 39,358 on February 1, 2010, the Venezuelan government set at 0.75% the monthly fee that banks must pay to FOGADE through monthly premiums equivalent to one-sixth of 0.75% of the total amount of customer deposits at the end of each semester prior to the payment date, calculated in accordance with instructions issued by FOGADE. This fee is shown under operating expenses. 28. Special fee paid to the Superintendency of Banking Sector Institutions The Law on Banking Sector Institutions requires Venezuelan banks and financial institutions regulated by this Law to pay a special fee to support SUDEBAN operations. At December 31, 2012 and June 30, 2012, the biannual fee is 0.06% of the average of the Bank’s assets; it is payable monthly. This fee is shown under operating expenses. 29. Legal reserve The BCV requires financial institutions to maintain a minimum legal reserve deposit at the BCV equal to a percentage of their placements, deposits, liabilities and investments assigned, excluding liabilities with the BCV, FOGADE and other financial institutions; liabilities arising from funds received from the Venezuelan government, local or foreign entities to finance special programs in the country (once these funds have been allocated); liabilities arising from funds received from financial institutions to finance and promote exports as required by Law (once these funds have been allocated); and liabilities in foreign currency resulting from its offices abroad and those resulting from transactions with other banks and financial institutions for which the latter have, in turn, created a reserve pursuant to the legal 72 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 reserve regulations. Liabilities arising from resources provided by Mandatory Housing Savings Funds required under the Venezuelan Housing Loan Law and managed by financial institutions in trust funds will not be computed. In addition, through Resolution No. 12-05-02 published in Official Gazette No. 39,933 on May 30, 2012, the BCV reduced the legal reserve amount to be allocated by financial institutions that purchased dematerialized certificates of participation issued by the Simón Bolívar Fund by the balance of such certificates. For the six-month period ended December 31 and June 30, 2012, the Bank purchased Bs 233,458,108 in this connection (Notes 5-b and e). The legal reserve must be maintained in legal tender, regardless of the currency of the transactions from which it originated (Note 3). 30. Contingencies At December 31, 2012, the Bank is defendant in the following legal proceedings: a) Tax Municipal taxes The Bank received tax assessments from the Valencia Municipality in respect of unpaid taxes, fines and overdue interest amounting to Bs 668,424, Bs 1,176,082 and Bs 285,270, respectively. At June 30, 2012, the Bank had fully provided for these balances, which had been recorded under other provisions (Note 17). The case was subsequently dismissed and the Bank paid the respective fines. The Bank received tax assessments from the El Hatillo Municipality in respect of tax on business activities of Bs 145,623. In the opinion of the Bank’s legal advisors, a reduction of the fine is highly probable. b) Labor and other The Bank received assessments from the National Institute for Socialist Education (INCES) in respect of special contributions amounting to Bs 50,210. In the opinion of Bank management and its external legal advisors, these matters should not have a material adverse effect on the Bank’s financial position and results of operations. The Bank has received legal claims from individuals in respect of length-of-service and other laborrelated benefits amounting to Bs 66,118,143 at December 31 and June 30, 2012. In the opinion of Bank management and its external legal advisors, these claims are not well grounded in law and, therefore, should not have a material adverse effect on the Bank’s financial position and results of operations. Bank management and its legal advisors believe most of these assessments are not well grounded in law and, consequently, that the outcome of these claims will be favorable to the Bank. At December 31 and June 30, 2012, the Bank has set aside no provision in this connection. Except for the aforementioned assessments, management is not aware of any other pending tax, labor or other claim that may have a significant effect on the Bank’s financial position or result of operations. 73 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 31. Maturity of financial assets and liabilities Below is a breakdown of the estimated maturity of financial assets and liabilities: December 31, 2012 Maturity June 30, 2013 December 31, 2013 June 30, 2014 December 31, 2014 June 30, 2015 Beyond December 2015 December 31, 2015 Total (In bolivars) Assets Cash and due from banks Investment securities Loan portfolio Interest and commissions receivable Liabilities Customer deposits Borrowings Liabilities from financial intermediation Interest and commissions payable 5,703,778,981 1,710,655,834 6,323,514,358 365,600,419 1,359,947,152 51,627,666 552,193,293 154,558,495 532,447,709 431,921,560 657,967,591 95,917,734 522,170,869 5,241,219,803 2,048,817,077 5,703,778,981 8,051,501,511 11,997,058,049 225,044,751 - - - - - - 225,044,751 13,962,993,924 1,725,547,571 603,820,959 687,006,204 1,089,889,151 618,088,603 7,290,036,880 25,977,383,292 24,214,533,357 23,206,607 11,901,952 - - - - 60,000,000 - - 24,286,435,309 23,206,607 20,350,594 - - - - - - 20,350,594 12,969,545 - - - - - - 12,969,545 24,271,060,103 11,901,952 - - - 60,000,000 - 24,342,962,055 June 30, 2012 Maturity December 31, 2012 June 30, 2013 December 31, 2013 June 30, 2014 December 31, 2014 Beyond June 2015 June 30, 2015 Total (In bolivars) Assets Cash and due from banks Investment securities Loan portfolio Interest and commissions receivable Liabilities Customer deposits Borrowings Liabilities from financial intermediation Interest and commissions payable 32. 4,016,330,948 235,697,092 5,788,173,757 139,314,458 1,009,670,060 351,456,419 467,033,260 45,327,451 413,830,197 90,652,003 362,816,923 207,051,907 654,605,623 3,690,399,862 1,177,416,116 4,016,330,948 4,759,899,192 9,873,545,936 168,787,981 - - - - - - 168,787,981 10,208,989,778 1,148,984,518 818,489,679 459,157,648 453,468,926 861,657,530 4,867,815,978 18,818,564,057 17,578,665,129 1,765,183 14,322,994 - - - - - - 17,592,988,123 1,765,183 32,723,687 32,723,687 - - - - - - 13,646,949 - - - - - - 13,646,949 17,626,800,948 14,322,994 - - - - - 17,641,123,942 Fair value of financial instruments The estimated fair value of the Bank’s financial instruments, their book value, and the main assumptions and methodology used to estimate their fair values are shown below: December 31, 2012 Estimated Book fair value value June 30, 2012 Estimated Book fair value value (In bolivars) Assets Cash and due from banks Investment securities, net Loan portfolio, net Interest and commissions receivable, net Liabilities Customer deposits Borrowings Other liabilities from financial intermediation Interest and commissions payable 5,703,778,981 8,051,421,105 11,682,646,923 197,536,983 5,703,778,981 8,040,432,388 11,682,646,923 197,536,983 4,016,330,948 4,759,818,786 9,587,800,957 146,263,681 4,016,330,948 4,616,390,073 9,587,800,957 146,263,681 25,635,383,992 25,624,395,275 18,510,214,372 18,366,785,659 24,286,435,309 23,206,607 20,350,594 12,969,545 24,286,435,309 23,206,607 20,350,594 12,969,545 17,592,988,123 1,765,183 32,723,687 13,646,949 17,592,988,123 1,765,183 32,723,687 13,646,949 24,342,962,055 24,342,962,055 17,641,123,942 17,641,123,942 74 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Short-term financial instruments Short-term financial instruments, both assets and liabilities, are shown in the balance sheet at book value, which does not significantly differ from fair value due to their short-term maturity. These instruments include cash and due from banks, customer deposits with no fixed maturity and short-term maturity, short-term borrowings, other liabilities from financial intermediation with short-term maturity, and interest receivable and payable. Investment securities The fair value of investments in available-for-sale and held-to-maturity securities was determined using quoted market prices, reference prices determined from trading operations on the secondary market, the present value of estimated future cash flows and quoted market prices of financial instruments with similar characteristics (Note 5-a and b). Investments in other securities are shown at par value, which is considered as fair value (Note 5-e). Loan portfolio The Bank’s loan portfolio earns interest at variable rates that are reviewed regularly. In addition, allowances are made for loans with some risk of recovery. Therefore, in management’s opinion, the book value of the loan portfolio approximates its fair value. Customer deposits and long-term liabilities Customer deposits and long-term liabilities bear interest at variable rates, which are reviewed regularly. Therefore, management considers fair value to be equivalent to book value. 33. Legally established limits for loans and investments At December 31 and June 30, 2012, the Bank has no loans with economic groups that individually exceed 10% of the Bank’s equity and does not maintain investments or loans exceeding the limits established in Article No. 99 of the Law on Banking Sector Institutions. 75 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 34. Supplementary information - Inflation-adjusted financial statements The Bank’s inflation-adjusted financial statements, prepared in accordance with the General Price Level (GPL) method (Note 2), are provided below as supplementary information: Supplementary balance sheet December 31 and June 30, 2012 December 31, 2012 June 30, 2012 (In constant bolivars at December 31, 2012) Assets Cash and due from banks Cash Central Bank of Venezuela Venezuelan banks and other financial institutions Foreign and correspondent banks Pending cash items Investment securities Deposits with the BCV and overnight deposits Investments in available-for-sale securities Investments in held-to-maturity securities Restricted investments Investments in other securities (Provision for investment securities) Loan portfolio Current Rescheduled Overdue In litigation (Allowance for losses on loan portfolio) Interest and commissions receivable 5,703,778,981 4,486,241,669 737,253,973 4,350,091,834 123,110 95,261,299 521,048,765 406,653,804 3,228,977,376 160,626 281,615,079 568,834,784 8,051,421,105 5,316,717,583 1,010,939,000 3,444,407,131 2,787,127,754 16,422,282 792,605,344 (80,406) 1,829,677,505 2,603,335,956 18,331,003 865,462,933 (89,814) 11,682,646,923 10,709,573,669 11,941,485,358 34,151,571 21,421,120 (314,411,126) 10,952,206,509 36,915,806 28,683,478 10,945,018 (319,177,142) 197,536,983 163,376,532 120,626,364 103,527,566 890,821 (27,507,768) 85,052,579 102,801,787 681,809 (25,159,643) Available-for-sale assets 83,687,887 82,709,751 Property and equipment 885,342,454 819,130,205 Other assets 337,026,769 308,176,090 26,941,441,102 21,885,925,499 Interest receivable on investment securities Interest receivable on loan portfolio Commissions receivable (Provision for interest receivable and other) Total assets 76 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Supplementary balance sheet December 31 and June 30, 2012 December 31, 2012 June 30, 2012 (In constant bolivars at December 31, 2012) Liabilities and Equity Customer deposits Demand deposits Non-interest-bearing checking accounts Interest-bearing checking accounts Other demand deposits Savings deposits Time deposits Securities issued by the Bank Restricted customer deposits Borrowings Venezuelan financial institutions, up to one year Foreign financial institutions, up to one year Other liabilities from financial intermediation 24,286,435,309 19,651,367,734 14,026,432,023 11,067,074,426 11,403,462,235 2,622,969,788 8,664,064,180 2,403,010,246 4,993,093,866 4,596,193,615 572,293,969 98,421,836 - 4,660,102,185 3,006,707,975 726,492,739 190,990,409 23,206,607 1,971,709 1,125,280 22,081,327 1,286,586 685,123 20,350,594 36,552,358 Interest and commissions payable 12,969,545 15,243,642 Expenses payable on customer deposits Expenses payable on borrowings Expenses payable on other liabilities 12,347,352 33,610 588,583 14,724,744 518,898 388,605,540 302,219,882 24,731,567,595 20,007,355,325 1,481,278,988 100,000,000 154,949,500 544,977,617 (355,444,931) 1,391,816,056 111,700,000 154,949,500 468,720,435 (417,137,362) 206,640,683 206,420,774 Accruals and other liabilities Total liabilities Equity Inflation-adjusted capital stock Convertible bonds Premium on cash capital contributions Capital reserves Retained earnings Exchange gain from holding foreign currency assets and liabilities Unrealized gain (loss) on investments in available-for-sale securities Total equity Total liabilities and equity 77 77,471,650 (37,899,229) 2,209,873,507 1,878,570,174 26,941,441,102 21,885,925,499 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Supplementary income statement Six-month periods ended December 31 and June 30, 2012 December 31, 2012 June 30, 2012 (In constant bolivars at December 31, 2012) Interest income Income from cash and due from banks Income from investment securities Income from loan portfolio Income from other accounts receivable Other Interest expense Expenses from customer deposits Expenses from borrowings Expenses from convertible bonds Other interest expense Gross financial margin Income from financial assets recovered Expenses from uncollectible and impaired financial assets Expenses from uncollectible loans and other accounts receivable Net financial margin Other operating income Other operating expenses Financial intermediation margin Operating expenses Salaries and employee benefits General and administrative expenses Fees paid to the Deposit Guarantee and Bank Protection Fund (FOGADE) Fees paid to the Superintendency of Banking Sector Institutions Gross operating margin Gain (loss) on available-for-sale assets Sundry operating income Expenses from available-for-sale assets Sundry operating expenses Net operating margin Extraordinary income Extraordinary expenses Gross income before tax and loss from net monetary position Income tax Income before loss from net monetary position Loss from net monetary position Net income 78 1,360,800,587 1,146,307,124 29,477 321,716,136 944,272,219 94,759,767 22,988 56,394 266,316,143 792,663,381 87,271,206 - (405,677,216) (354,155,100) (396,443,423) (87,718) (8,891,925) (254,150) (344,195,158) (45,621) (9,581,032) (333,289) 955,123,371 792,152,024 5,756,460 7,421,261 (53,374,304) (162,827,215) 907,505,527 636,746,070 179,582,383 (64,449,662) 278,679,724 (122,831,813) 1,022,638,248 792,593,981 (665,308,517) (568,994,640) 176,751,635 367,422,259 110,245,447 10,889,176 160,751,996 300,537,736 98,897,794 8,807,114 357,329,731 223,599,341 2,736,499 6,883,293 (18,556,580) (30,157,563) (60,149) 5,115,902 (13,844,324) (26,073,461) 318,235,380 188,737,309 580,774 (6,363,801) 1,774,473 (2,322,307) 312,452,353 188,189,475 (804,362) (1,273,563) 311,647,991 186,915,912 (82,325,711) (44,907,830) 229,322,280 142,008,082 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Supplementary statement of changes in equity Six-month periods ended December 31 and June 30, 2012 Paid-in capital stock Inflation adjustment Nominal Convertible bonds Total Share premium and paid-in surplus Capital reserves Retained earnings Exchange gain (loss) from holding foreign currency assets and liabilities Unrealized gain (loss) on investment securities Total equity 207,520,997 23,380,244 1,805,379,041 (In constant bolivars at December 31, 2012, except nominal capital stock) Balances at December 31, 2011 Exchange loss from holding foreign currency assets and liabilities Gain on sale of investments and adjustment of investments in available-for-sale securities to market value Effect of restating unrealized gain on investments in available-for-sale securities Effect of restating convertible bonds Net income Appropriation to legal reserve Creation of the social contingency fund Reserve fund for convertible bonds Balances at June 30, 2012 Capitalization of dividends declared Exchange gain from holding foreign currency assets and liabilities Gain on sale investments and adjustment of investments in available-for-sale securities to market value Effect of restating unrealized gain on investments in available-for-sale securities Effect of restating convertible bonds Net income Appropriation to legal reserve Creation of the social contingency fund Reserve fund for convertible bonds Balances at December 31, 2012 345,403,396 1,046,412,660 1,391,816,056 - - - - - - - 345,403,396 83,100,000 154,949,500 415,368,738 - - - - (1,100,223) - (1,100,223) - - - - - - (59,607,152) (59,607,152) - (8,366,330) - - 42,114,286 1,929,077 9,308,334 142,008,082 (42,114,286) (9,308,334) - (1,672,321) - (1,672,321) (8,366,330) 142,008,082 1,929,077 - 1,046,412,660 1,391,816,056 111,700,000 154,949,500 468,720,435 (417,137,362) 206,420,774 (37,899,229) 1,878,570,174 6,362,932 89,462,932 - - - (89,462,932) - - - - - - - - - - 219,910 - 219,910 - - - - - - - - 111,401,129 111,401,129 - - - (11,700,000) - - 65,781,332 2,142,517 8,333,333 229,322,280 (65,781,332) (4,052,252) (8,333,333) - 3,969,749 - 3,969,749 (11,700,000) 229,322,280 (1,909,735) - 428,503,396 1,052,775,592 1,481,278,988 100,000,000 154,949,500 544,977,617 (355,444,931) 206,640,684 77,471,649 2,209,873,507 79 120,066,330 (507,722,824) Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Supplementary cash flow statement Six-month periods ended December 31 and June 30, 2012 December 31, 2012 June 30, 2012 (In constant bolivars at December 31, 2012) Cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities Allowance for losses on loan portfolio Provision for interest receivable Provision for other assets Depreciation of property and equipment and amortization of available-forsale and other assets Accrual for length-of-service benefits Transfers to trust fund and payment of length-of-service benefits Income tax provision Deferred tax asset Net change in Overnight deposits Interest and commissions receivable Other assets Accruals and other liabilities Net cash provided by (used in) operating activities Cash flows from financing activities Convertible bonds Effect of inflation on exchange gain (loss) from holding foreign currency assets and liabilities Net change in Customer deposits Borrowings Other liabilities from financial intermediation Interest and commissions payable Net cash provided by financing activities Cash flows from investing activities Loans granted during the period Loans collected during the period Net change in Investments in available-for-sale securities Investments in held-to-maturity securities Restricted investments Investments in other securities Available-for-sale assets Property and equipment Net cash used in investing activities 229,322,280 142,008,082 53,325,393 48,287 430,263 87,597,967 157,119,079 3,202,394 71,266,435 20,537,598 (17,962,828) 2,669,495 (1,865,133) 20,837,977 (15,207,643) 2,030,359 (634,156) (1,010,939,000) (39,953,865) (60,064,391) 79,770,475 (65,526,982) (32,755,253) 36,370,850 (657,083,459) 318,711,142 (11,700,000) (8,366,330) 452,691 (1,100,223) 4,635,067,575 21,234,898 (16,201,764) (2,274,097) 3,115,635,652 (403,096) (79,638,251) (10,775,405) 4,626,579,303 3,015,352,347 (10,327,129,401) 9,307,846,799 (10,492,130,343) 8,532,344,993 (1,499,358,747) (183,801,206) 1,908,721 70,715,072 (19,534,716) (102,605,054) 397,808,336 (1,308,994,250) (2,935,095) (422,503,423) (39,649,289) (80,549,625) (2,751,958,532) (3,416,608,696) Cash and due from banks Net change in cash and cash equivalents 1,217,537,312 (82,545,207) At the beginning of the period 4,486,241,669 4,568,786,876 At the end of the period 5,703,778,981 4,486,241,669 153,468,874 2,075,258,810 (1,676,491,252) (469,910,721) 90,001,381 1,171,766,031 (898,502,398) (318,357,184) 82,325,711 44,907,830 Loss from net monetary position In operating activities In financing activities In investing activities From holding cash 80 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Supplementary cash flow statement Six-month periods ended December 31 and June 30, 2012 December 31, 2012 June 30, 2012 (In constant bolivars at December 31, 2012) Supplementary information on non-cash activities Write-off of uncollectible loans (principal) Write-off of uncollectible loans (interest) Reclassification of excess in Allowance for losses on loan portfolio to provision for interest receivable Allowance for losses on loan portfolio to provision for contingent loans Net change in unrealized gain (loss) on investment securities Creation of the social contingency fund Effect of exchange fluctuations on Investments in available-for-sale securities Investments in held-to-maturity securities Interest receivable 16.484.304 805.846 169.784.765 12.979.452 (5.742.176) (1.370.918) 115.370.879 2.142.517 (7.661.065) (802.257) (61.279.473) 1.929.077 94.343 121.708 3.858 472.005 608.912 19.306 Property and equipment Property and equipment comprises the following: Cost December 31, 2012 Accumulated depreciation Net Cost June 30, 2012 Accumulated depreciation Net (In constant bolivars at December 31, 2012) Land Buildings and facilities Computer hardware Furniture and equipment Vehicles Construction in progress Other assets 72,322,592 558,896,948 166,205,240 336,377,166 12,086,594 82,040,018 (52,252,228) (121,739,769) (162,169,235) (8,423,687) - 72,322,592 506,644,720 44,465,471 174,207,931 3,662,907 82,040,018 106,117,960 459,425,183 147,036,612 296,484,986 11,448,142 104,832,879 (42,231,005) (113,532,440) (144,837,275) (7,613,653) - 106,117,960 417,194,178 33,504,172 151,647,711 3,834,489 104,832,879 1,227,928,558 (344,584,919) 883,343,639 1,125,345,762 (308,214,373) 817,131,389 1,998,815 - 1,998,815 1,998,816 - 1,998,816 1,229,927,373 (344,584,919) 885,342,454 1,127,344,578 (308,214,373) 819,130,205 Monetary assets and liabilities Monetary assets and liabilities, including amounts in foreign currency are, by their nature, shown in terms of purchasing power at December 31, 2012. The result from monetary position reflects the loss or gain resulting from maintaining a net monetary asset or net monetary liability position during an inflationary period and is shown separately in the income statement. Nonmonetary assets and liabilities These components (property and equipment, available-for-sale assets and deferred charges) have been restated based on their dates of origin and are shown at restated cost by the GPL method. Equity All equity accounts, except convertible bonds, have been restated based on their dates of origin and are shown in constant currency at December 31, 2012. Stock dividends are declared, as well as voluntary, statutory or similar reserves are dated based on their dates of origin as equity and not on their capitalization date. Cash dividends are adjusted based on the date they were declared. 81 Banco Nacional de Crédito, C.A., Banco Universal Notes to the financial statements December 31 and June 30, 2012 Income statement Operating income and expenses have been restated by multiplying them by the factor obtained from dividing the NCPI at December 31, 2012 by the NCPI at the dates on which they were earned or incurred. Costs and expenses in respect of nonmonetary items have been adjusted based on the previously restated nonmonetary items to which they relate. Analysis of monetary result for the period An analysis of the monetary result for the period is provided below: Six-month periods ended December 31, June 30, 2012 2012 (In constant bolivars at December 31, 2012) Net monetary asset position at the beginning of the period 734,395,428 733,323,352 1,556,339,996 115,590,788 6,846,079 1,439,238,335 60,179,251 668,829 1,678,776,863 1,500,086,415 1,157,094,038 174,526,321 1,181,055,986 8,366,330 264,684,193 Subtotal 1,331,620,359 1,454,106,509 Estimated net monetary asset position at the end of the period 1,081,551,932 779,303,258 Net monetary asset position at the end of the period 999,226,221 734,395,428 Loss from net monetary position (82,325,711) (44,907,830) Transactions that increased net monetary position Income Changes in equity Sales price of available-for-sale assets Subtotal Transactions that decreased net monetary position Expenses Changes in equity Additions to property and equipment, deferred charges and other 82