inversiones la construcción sa and subsidiaries
Transcription
inversiones la construcción sa and subsidiaries
Name Inversiones La Construcción S.A. TAX ID 94,139,000-5 Type of Entity Open stock corporation registered under the Superintendence of Securities and Insurance (SVS) Address Marchant Pereira 10, Piso 17, Providencia, Santiago Chile Phone (56-2) 24774600 Web Site www.ilcinversiones.cl Name Inversiones La Construcción S.A. TAX ID 94,139,000-5 Type of Entity Open stock corporation registered under the Superintendence of Securities and Insurance (SVS) Address Marchant Pereira 10, Piso 17, Providencia, Santiago Chile Phone (56-2) 24774600 Web Site www.ilcinversiones.cl “Inversiones La Construcción S.A.” was formed as a closed stock corporation named “Sociedad de Inversiones y Rentas La Construcción S.A.”, as part of the division process of the company “Compañía de Seguros La Construcción S.A.”, agreed by the Extraordinary Shareholders Meeting of the latter held on April 29, 1980, whose minute became a public deed dated October 22, 1980, presented to the Santiago Notary Public Mr. Enrique Morgan Torres; transaction which was approved by the Chilean Superintendence of Insurance Companies, Corporations and Stock Exchanges by means of resolution N° 642-S dated December 2, 1980. Such resolution was registered on page 18,638, number 9,551, in the 1980 Santiago Registry of Commerce of Real Estate and published in the Official Journal on December 17, 1980. On June 19, 2012, ILC registered its stock in the Superintendence of Securities and Insurance (SVS). LE T TER FROM THE CHAIRMAN OWNERSHIP STRUCTURE BOARD OF DIRECTORS AND MANAGEMENT BUSINESS PROFILE HISTORICAL BACKGROUND SOCIAL RESPONSABILIT Y MANAGEMENT RESULTS 2012 4 8 10 12 18 20 22 2 SUBSIDIARIES RE TIREMENT & INSUR ANCE SECTOR PRIVATE HE ALTHCARE SECTOR OTHER SECTORS CORPOR ATE AFFAIRS FINANCIAL STATEMENTS (*) SUBSCRIPTION OF THE ANNUAL REPORT (*) This Annual Report is a free traslation of the original text. 26 27 41 49 54 72 177 Inversiones La Construcción S.A. 3 LETTER FROM THE CHAIRMAN 4 DEAR SHAREHOLDERS, It is with great pleasure that I share with you the stemming from the performance of the company’s company’s business results and accomplishments for operative firms, such as AFP Habitat, the insurance the year 2012. company Vida Cámara, Red Salud, and Isapre Consalud. This result is greater than the one reported on 2011 For over 30 years, the Chilean Construction Chamber and can be explained by the favorable economic has developed a successful business, centering most climate experienced in Chile, which can be observed in of its activity in ILC. During 2012, we witnessed a higher employment rates, an increase in employment transcendental event: the initial public offering of ILC formalization, and higher salaries. These events impact in the stock market for a total of US $468 million, our business directly, increasing revenue. Additionally, incorporating over 4,000 shareholders and becoming our priority to constantly control costs within all our the largest initial public offering in Chile’s history to subsidiaries has led to growing profits year after year. date. This operation fulfilled a significant institutional objective: increase operational and financial standards With respect to our operating firms, our company within ILC, driving the company to increase regulations maintains control of AFP Habitat with a 67.5% and better practices according to those required by ownership. Since its incorporation, AFP Habitat has the domestic capital market, and having taken place been placed as one of the leading AFPs in the Chilean under the Rule 144A, allowed a widespread diffusion market, being the AFP with the second highest market of the offer to international markets, consequently participation of account holders and assets unded incorporating a large percentage of foreign shareholders. management. Within the scope of financial management, in 2012 I would like to highlight the recent allocation of bids for the company reached net income of $83,031 million, new account holders in the Peruvian pension system to Inversiones La Construcción S.A. 5 AFP Habitat, which implies a potential of 700,000 new taxable wage base which allowed greater monthly account holders within a two year period, this result is a contributions. milestone of cread significance and marks the beginning of the international expansion of our business. Red Salud, the entity that groups our healthcare institutions, stands out due to its significant growth in AFP Habitat received an award for one of the most operations and improvements in infrastructure, which important private and public initiatives in Chile, which held the spotlight in the inauguration of the Clínica was granted by a prominent local newspaper. This Bicentenario in 2011. Furthermore, it has progressed in award was defined within the context of the reduction terms of transparency and regulation by registering in of fees from a 1.36% to 1.27%, which was applied to the Registry of the Superintendence of Securities and all contributing members of AFP Habitat as of June of Insurance that culminated with the successful issuance 2012. During 2012, this company reached a net income of bonds in the local market on January of 2012. of $74,576 million. In 2012 we observed a growth in infrastructure, reflected Regarding Isapre Consalud, towards the end of 2012 in; the expansion of Clínica Tabancura, a project that a law was presented to Congress which proposes the will incorporate more than 80 new beds in a building creation of a mandatory and uniform Guaranteed contiguous to the existing hospital; in the inauguration Health Plan for all those insured by the Health Insurance of the emergency unit of Clínica Avansalud; the full provider. This project will probably be debated in 2013, use of 228 beds built in Clínica Bicentenario, and in the but we fully trust that the flexibility of Consalud and its recurring investment in our regional hospital Network. almost thirty years of experience in the sector will permit the company – as it has until now – to successfully face Red Salud companies reported a net profit of $2,625 the changes and challenges that imposes the regulation. million, greater than what was reported in 2011, yet still being affected by the launch of Clínica Bicentenario. Isapre Consalud attained a net profit of $10,310 million in the year 2012, due to the increase in revenue as In the life insurance sector, the insurance company well as systematic monitoring of costs. The increase Vida Cámara successfully participated in the bidding of in revenue is primarily due to the addition of new disability and survivors’ insurance (SIS) for the periods contributing members as well as an increase in the 2009-2010 and 2010-2012. In the recent bid of the 6 SIS, the company was not assigned any fractions, only As I have mentioned in this letter, the year 2012 has obtaining income from this concept until June of 2012. been a period of great economic activity, marked by Observing the opportunities in the insurance market, historic results and significant transformations which we in January of 2012, Vida Cámara began to offers are sure will have a positive impact in the future, and I complementary health and life insurance, generating cannot sufficiently highlight the crucial commitment and sustained growth evidenced by more than 185,000 new tasks accomplished by our Board of Directors, those of beneficiaries during 2012. our subsidiaries, and the more than 10,500 collaborators that contribute on a daily basis to the growth of the Our Desarrollos Educacionales company, offers higher Company. education services through its network of private schools Pumahue and Manquecura, and since March 2011, to its I must reiterate alongside the Board of Directors, our first-subsidize private school, Nahuelcura. With regards profound gratitude for the support and trust you have to quality of education, we are proud that our initiative granted in our administration. seeks to reduce the gap between public schools and traditional private schools. It is with this in mind that the Pumahue school of Peñalolén has been placed within the top 100 best schools in Chile in accordance with its PSU scores. In financial terms, the net income of Desarrollos Educacionales amounted to $1,138 million. Finally, iConstruye, our information technology company, is currently developing important initiatives in transactional platforms and technological integration services in diverse sectors, which we firmly believe will have a positive impact in their future results. During 2012 it obtained a net income of $645 million, relying on an extensive client portfolio in both the real-estate and construction sectors. Daniel Hurtado Parot Inversiones La Construcción S.A. 7 OWNERSHIP STRUCTURE Inversiones La Construcción S.A. (also referred to in this document as “ILC”, the “company”, or “corporation”) is controlled by the Chilean Chamber of Construction A.G (referred to as “CChC” or “Chamber”). The initial public offering of ILC took place on July of 2012 propelling an increase in capital, translating to the sale of approximately 33% of CChC shares to both domestic and foreign investors. By December of 2012 the CChC held control of 67% of ILC, while 20.6% is owned by private investors and Mutual Funds in Chile, and a 12.4% is in the custody of foreign investors. MAIN SHAREHOLDERS By December 31, 2012, signed and paid-in capital was divided into 100,000,000 shares. The following are the top 12 shareholders at year end 2012: OWNERSHIP AND CONTROL OF THE ENTITY TAX ID OWNERSHIP PERCENTAGE Cámara Chilena de La Construcción A.G. 81,458,500-K 67.00% Banco Santander por Cuenta de Inv. Extranjeros 97,036,000-K 5.88% BICE Inversiones Corredores de Bolsa S.A. 79,532,990-0 4.16% Banco de Chile por cuenta de terceros no residentes 97,004,000-5 3.91% IM Trust S.A. Corredores de Bolsa 96,489,000-5 2.75% Banco Itaú por Cuenta de Inversionistas 76,645,030-K 2.57% Celfin Capital S.A. Corredores de Bolsa 84,177,300-4 1.28% Larrain Vial S.A. Corredora de Bolsa 80,537,000-9 1.14% Banchile Corredores de Bolsa S.A. 96,571,220-8 1.11% Moneda S.A. AFI para Pionero Fondo de Inversión 96,684,990-8 0.83% BCI Corredores de Bolsa S.A. 96,519,800-8 0.76% Consorcio Corredores de Bolsa S.A. 96,772,490-4 0.76% Others 7.85% TOTAL 100.00% 8 9 Inversiones La Construcción S.A. THE CCHC IS AN NON - PROFIT CORPORATION, WITH A SOLID INSTITUTIONAL FRAMEWORK OF MORE THAN 60 YEARS, AND WHOSE OBJECTIVE IS TO CONTRIBUTE TO THE WELL-BEING OF CHILEANS VIA THE DEVELOPMENT OF THE CONSTRUCTION SECTOR. BOARD OF DIRECTORS AND MANAGEMENT BOARD OF DIRECTORS DIRECTOR PAULO BEZANILLA SAAVEDRA RUT: 7,060,451-5 Civil Engineer Pontificia Universidad Católica de Chile CHAIRMAN DANIEL HURTADO PAROT RUT: 7,010,350-8 Construction Engineer Pontificia Universidad Católica de Chile VICE CHAIRMAN GASTÓN ESCALA AGUIRRE RUT: 6,539,200-3 Civil Engineer Pontificia Universidad Católica de Chile DIRECTOR ALBERTO ETCHEGARAY AUBRY RUT: 5,163,821-2 Civil Engineer Pontificia Universidad Católica de Chile DIRECTOR ÍTALO OZZANO CABEZÓN RUT: 9,082,624-7 Civil Engineer Universidad de Santiago MBA, ISPER, Sao Paulo DIRECTOR JOSÉ MIGUEL GARCÍA ECHAVARRI RUT: 6,747,949-1 Civil Engineer Universidad de Chile DIRECTOR LORENZO CONSTANS GORRI RUT: 5,816,225-6 Construction Engineer Universidad de Santiago DIRECTOR FRANCISCO VIAL BEZANILLA RUT: 6,400,466-2 Civil Engineer Pontificia Universidad Católica de Chile DIRECTOR SERGIO TORRETTI COSTA RUT: 6,551,451-6 Businessman 2013, an independent Board member will be included maintaining nine members in the Board of Directors. 10 With regards to the ILC’s subsidiaries, these are administrated independently by their respective chief executives, whom apart from being legal representatives, instill the fulfillment of directives and guidelines established by their Board of Directors. Inversiones La Construcción S.A. At December, 2012 the Board of Directors of ILC consists of nine members, elected annually by the Annual Shareholders Meeting. The technical profile of the Board is formed by the diverse fields of expertise covered by professionals and businessmen linked to the construction sector, but that simultaneously complement each other with skills and knowledge of different areas. According to article 50 bis of the Corporations Law, as of April MANAGEMENT CHIEF FINANCIAL AND INVESTOR RELATIONS OFFICER IGNACIO GONZÁLEZ RECABARREN RUT: 13,235,095-7 Commercial Engineer Universidad de Chile MBA, IE Business School, Madrid, Spain CHIEF EXECUTIVE OFFICER PABLO GONZÁLEZ FIGARI RUT: 9,611,943-7 Commercial Engineer Pontificia Universidad Católica de Chile MBA, University of Notre Dame, United States of America DEPUTY RESEARCH MANAGER NICOLE WINKLER SOTOMAYOR RUT: 13,165,955-5 Agronomist Masters in Economics (c) Pontificia Universidad Católica de Chile BOARD ADVISOR LUÍS LARRAÍN ARROYO CONTROLLER CHIEF ACCOUNTING OFFICER CRISTÓBAL CRUZ BARROS (*) RUT: 6,866,245-1 Commercial Engineer Universidad Adolfo Ibañez ROBINSON PEÑA GAETE RUT: 9,184,681-0 Accountant Universidad Católica del Norte (*) To be incorporated in January of 2013 DEPUTY CONTROL MANAGER GERMÁN MENÉNDEZ ROMERO RUT: 13,433,543-2 Commercial Engineer Pontificia Universidad Católica de Chile DEPUTY MANAGER DEVELOPMENT JAVIER GALDAMES CERDA RUT: 15,766,663-0 Commercial Engineer Masters in Economics, Pontificia Universidad Católica de Chile LEGAL ADVISORS PRIETO Y CÍA. ABOGADOS COMPANY STAFF Officers3 Professionals and Technicians 5 Administrative4 GENERAL ACCOUNTANT JUAN OLGUÍN TENORIO RUT: 7,493,677-6 Account Auditor Universidad de Chile EXTERNAL AUDITORS KPMG AUDITORES CONSULTORES LTDA. 11 BUSINESS PROFILE ILC stands out for having a business portfolio of firms that provide key services for the development of the country, primarily belonging to the pensions and health sectors. These sectors, in which ILC participates in, correspond to the vision held by its controlling shareholder CChC. PRIVATE HEALTHCARE SECTOR RETIREMENT & INSURANCE SECTOR OTHER SECTORS ILC participates in the pension segment with a 67.48% ownership of AFP Habitat, through Sociedades Inversiones Previsionales Dos S.A. and Inversiones La Construcción Limitada. Among the other sectors both the education and information technology sectors are strongly represented through the participation in Desarrollos Educacionales and iConstruye, respectively. In the areas of life and health insurance, ILC controls 99.9% of Isapre Consalud and the Compañía de Seguros Vida Cámara. Towards the end of 2011, Compañía de Seguros Vida Cámara incorporated a team of professionals and experts in the field of health insurance, intending to broaden its product repertoire in the complementary areas of health and life insurance. Additionally, the Company keeps an investment portfolio of approximately MM$ 64,000 and real estate assets for rent, consisting of an investment portfolio of an estimated MM$ 16,000, which contains land and real estate assets. In the health sector, ILC controls 89.9% ownership of Empresas Red Salud, which acts as one of the main private providers of hospital and outpatient services in the country. 12 13 Inversiones La Construcción S.A. IN ACCORDANCE TO THE VISION OF ITS CONTROLLING SHAREHOLDER, ILC RUNS BUSINESSES THAT PROVIDE SERVICES THAT IMPROVE THE WELL-BEING AND QUALITY OF LIFE OF PEOPLE. CORPORATE STRUCTURE Inversiones La Construcción S.A. 14 15 Consolidated Operating Revenue 2012 17.9% 40.6% 14.5% 24.2% 2.8% AFP Habitat Isapre Consalud Vida Cámara Red Salud Others Dividends Received 2012 43.1% 18.6% 36.5% 1.0% 0.7% AFP Habitat Isapre Consalud Vida Cámara Red Salud Others THE GROUP OF COMPANIES THAT FORM ILC HAVE PRESENTED ORGANIC GROWTH THROUGHOUT TIME, FAVORED BY ALLIANCES FORMED WITH WORLD-CLASS FIRMS, WHICH HAVE GREATLY CONTRIBUTED WITH THEIR PROFOUND KNOWLEDGE AND EXPERIENCE TO THE SOLID DEVELOPMENT OF JOINT BUSINESS PLANS. Net Income and ROE DIVIDENDS RECEIVED (Millions) $ $ 0.18x NET WORTH ATTRIBUTABLE TO OWNERS OF THE PARENTS (Millions) OPERATING INCOME (Millions) COMPANY EMPLOYEES (Persons) $ $ 63,984 427,955 NET INCOME ATTRIBUTABLE TO OWNERS OF THE PARENTS (Millions) $ 83,031 ILC Stock Price vs. IPSA 78,899 NET FINANCIAL DEBT 678,055 12 RETURN ON EQUITY 19.3% EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES (Persons) 10,636 16 17 Inversiones La Construcción S.A. FINANCIAL INVESTMENTS (Millions) HISTORICAL BACKGROUND 1980 “Inversiones La Construcción” becomes the investment company of CChC. 1981 ILC acts as the founding shareholder for AFP Habitat in the new social security system field mandated by D.L. N°3,500. Since then AFP Habitat has maintained a sustained growth rate, reaching a leadership position in the industry. 1984 The CChC, within the new legal framework of the Health industry, forms a private corporation named “Instituto de Salud Previsional de la Construcción”, commonly known as Isapre Consalud. The health insurance provider launches its activities in January and today is number one in the market in terms of beneficiaries, and second in number of contributor. 1985 The life insurance company Compania de Seguros de Vida La Construcción is created with the purpose to provide disability and survivors’ insurance (SIS in its Spanish acronym) to AFP Habitat, previously contracted with several life insurance companies. 1989 The CChC inaugurates its new 36,000 m2 building at the corner of Street Marchant Pereira and Providencia Avenue, with the objective to meet its growth in operations and to have CChC, AFP Habitat, Isapre Consalud, and the life insurance company La Construcción altogether in the same building. 1996 The association between Inversiones La Construcción and Citigroup takes place in order to jointly control AFP Habitat, through the entity “Inversiones Previsionales S.A.” 1997 The firm Royal & Sun Alliance acquires 40% ownership of the life insurance company Compania de Seguros de Vida La Construcción and begins to participe in the administration of the company. The company “Desarrollos Educacionales” is incorporated, and along with different subsidiaries, plans creates and operates educational institutions. 1998 The CChC transforms Isapre Consalud into a corporation, keeping its role as an insurance company. The firm Royal & Sun Alliance increases its participation in the life insurance company Compania de Seguros de Vida La Construcción by increasing its ownership to 51% of the company. 2000 As a consequence of the division and modification of Isapre Consalud’s by-laws, on November 20th of 2000, Megasalud S.A. emerges as the provider of outpatient services, providing medical and dental care. 2001 ILC enters into the e-business segment by creating a platform for the purchase and payment of supplies to construction suppliers, called iConstruye. 2003 ILC acquires the 51% ownership that Royal & Sun Alliance held in the life insurance company Compania de Seguros de Vida La Construcción. 2004 The company divests its insurance business by selling 100% of the life insurance company Compania de Seguros de Vida La Construcción.S.A. to Bicecorp. . 2005 The CChC contributes 99.9% of Isapre Consalud to the Company through a capital increase. 2008 As a result of the substantial growth and market position of companies providing health services throughout the country, “Red Salud” becomes the parent company, aiming to control and manage the companies and other investments related to ILC in the health sector. 2009 After the Pensions Reform of 2008, the Company decides to reenter the life insurance sector in order to participate in the bidding of the Disability and Survivors’ Insurance (SIS in its Spanish acronym) hired by the AFPs, by acquiring the company RBS (Chile) Seguros de Vida S.A., a subsidiary of the Royal Bank of Scotland. That same year the company Compañía de Seguros de Vida Cámara is created and is awarded 28% of the SIS for the period between July 2009 and June 2010. Red Salud begins its construction work for the Clínica Bicentenario, a US$ 100 million investment. 2010 ILC reaches, through a public offering of shares, 81.48% ownership of AFP Habitat, ending its joint administration agreement with Citigroup. Following the public offering (OPA in its Spanish acronym), the company sells 14% of its ownership of AFP Habitat in the market. Compañía de Seguros Vida Cámara is awarded 36% of the SIS for the period between July 2010 and June 2012. Red Salud inaugurates the US$ 30 million expansion investment of its facilities in the Clínica Avansalud, going from an initial 9,000 m2 to a fully integrated 31,000 m2 building boasting cutting-edge technology. 2011 I L C re gis te r s in t h e R e gis t r y of S e cur it i e s of t h e Superintendence of Securities and Insurance, and successfully completes its first bond issuance in the market. Desarrollos Educacionales inaugurates its first partly statesubsidized private school Nahuelcura, located in the Machalí neighborhood. Compañía de Seguros Vida Cámara incorporates a team of expert professionals in the area of health insurance aiming to strengthen its participation in the health and life insurance industry. Red Salud inaugurates the Clínica Bicentenario, with over 62,000 m2 of building area. 2012 In January, Red Salud successfully completes its bonds placement in the market. ILC successfully carries out its first public offering, fixing the per share price at $7,061, raising US$468 million, the larget initial public offering to ever take place in the Chilean stock market. A total of 4,000 investors participated, including natural, legal, and institutional persons along with foreign investment funds, which altogether amounted to a total US$ 2,236 million orders. This generated a surplus of demand that exceeded, by almost five times, the placement value. In 2012, AFP Habitat’s subsidiary, Habitat Andina S.A., was created, being awarded the first 2 years of the administrative services of the accounts of new account holders to the Private Pensions System (SPP in its Spanish acronym) in Peru. 18 19 Inversiones La Construcción S.A. 1999 SOCIAL RESPONSABILITY A s the controlling shareholder of Inversiones La Construcción, the CChC participates through CChC Social in diverse social projects, which serve as a mechanism for partner firms to exercise corporate social responsibility. These projects arise from the Chamber’s partner construction businessmen as the solution to meet their employees and families’ needs in the areas of professional training, health, housing, education, social development, culture, sports, and recreation. CChC Social organizes and coordinates non-profit organizations that are at the disposal of CChC partner firms. These entities are responsible for the execution of social projects in different fields, fulfilling the social commitment to improve worker and their families’ quality of life on behalf of construction employers. In 2012, CChC Social carried out a total of 61 social projects, reaching a social investment of UF252,285 directing 213,360 towards benefits for construction workers and their families, to children and youth attending the schools Coreduc and child centers Coprin. Additionally, UF11,654 were invested in the hospitalization plan “Construye Tranquilo”, reaching a total of 7,329 beneficiaries. For the period of 2013, the resources required to implement 66 social projects were approved, reaching an unprecedented figure of social investment undertaken by the CChC for a total of UF342,054, which will grant 265,192 to social benefits. Moreover, the hospitalization plan “Construye Tranquilo” will be continued with an investment of UF 32,141, facilitating health coverage for 18,529 construction employees and their families. 20 21 Inversiones La Construcción S.A. FOR THE PERIOD OF 2013, THE RESOURCES TO IMPLEMENT 66 SOCIAL PROJECTS WERE APPROVED, REACHING THE HIGHEST HISTORICAL FIGURE OF SOCIAL INVESTMENT PASSED BY THE CHILEAN CHAMBER OF CONSTRUCTION (CCHC) FOR A TOTAL OF UF 342,054, OF WHICH WILL IN TURN PROVIDED 265,192 PLASES IN SOCIAL BENEFITS. MANAGEMENT RESULTS 2012 DURING 2012, ILC REACHED A NET INCOME OF $83,031 MILLION. 22 ILC Inversiones obtained a profit of $83,031 million, a 1.8% increase in comparison to the $81,570 million earned in 2011 throughout the same period, mainly due to the higher earnings of AFP Habitat, highlighting $14,906 million, due your to the higher encaje. These results were compensated by the lower income obtained by Compañía de Seguros Vida Cámara and the increase in tax rates to a 20% due to the 2012 tax reforms on first-category and deferred taxes. By December of 2012 ILC’s income increased by 2.1% as of to December 2011, as a result of greater activity at Clínica Bicentenario, while higher income was achieved by Isapre Consalud due to a greater number of contributing members, compensate by the lower income obtained from premiums of the Compañía de Seguros Vida Cámara associated to the SIS, given that during 2012 no portion of the third bidding of the SIS was gained. EARNINGS COMPOSITION FOR THE PERIOD 2012 MM$ 2011 MM$ 120,650 126,136 Non-operating Income(2) 17,471 (1,081) Taxes and Income Attributable to Non-controlling Interests(3) (55,090) (43,485) Net Income(4) 83,031 81,570 Operating Income(1) (1) Includes the accounts: revenue from ordinary activities, cost of sales, earnings that emerge from the decrease in financial asset accounts measured amortized cost, other profits by function, distribution costs, administrative expenses, research and development costs, other functional costs and earnings (losses). (2) Includes the accounts: financial income, financial costs, equity in earnings (losses) associated with joint enterprises, foreign exchange differences, unit readjustment results, and earnings (losses) that emerge from the difference between the previous book value and the fair value of reclassified financial assets at reasonable value. (3) Includes the accounts: taxes on income and earnings (losses) attributable to non-controlling interests. (4) Corresponds to the earnings attributable to the owners of the controlling shareholdings. Inversiones La Construcción S.A. 23 By December of 2012, ILC’s non-operating income reported a gain of $17,471 million, which can be positively compared to the loss of $1,081 million in the 2011 financial year. This difference is primarily explained by the greater financial income from AFP Habitat’s encaje and ILC’s investment portfolio. Private Healthcare Sector: Red Salud obtained an RESULTS BY SECTOR Other Sectors and Units: displayed an operating income operating income of $9,185 million by December of 2012. It is worth noting that at the outset of 2011, Red Salud opened to the public its subsidiary Clínica Bicentenario, which continues to display a negative operating income associated with launching the facilities. of $2,185 million during the 2012 financial year. Retirement & insurance Sector: in 2012 its operating income was $109,280 million, and is primarily due to AFP Habitat’s operating income of $73,426 million, Isapre Consalud’s $11,957 million, and Compañía de Seguros de Vida Cámara $23,897 million. MANAGEMENT HIGHLIGHTS 2012 O n M ay 25th of 2012, the Co mpany a cquire d 232,800,000 shares from its subsidiary Empresas Red Salud S.A., of which it reached 89.99% ownership. COMPOSITION OF NON-OPERATING INCOME AND OTHERS 2012 MM$ 2011 MM$ Financial Income 27,993 9,183 Financial Expenses (11,970) (11,029) 4,416 3,335 (120) 303 Inflation adjustment results (2,848) (2,873) Non-operating results 17,471 (1,081) Income Tax (31,178) (23,273) Earnings (losses) attributable to non-controlling interests 23,912 20,211 (37,619) (44,565) Equity earnings in associate and joint ventures Exchange differences Total Non-operating income, taxes and Income of non-controlling interests On July 20th, ILC releases an initial and secondary public offering that collects US$ 486 million, becoming the largest initial public offering in the country’s history. The capital increase indicated the subscription and payment of 3,699,705 new shares, which to date on current financial statements reaches a total of 100,000,000 shares. The fixed price per share in the placement was $7,061 pesos. During the first trimester the subsidiary Red Salud emitted bonds for a total of UF 2,000,000, sum that will be used in order to finance new investment projects and pay off debt. During the second trimester of 2012 the third bidding of the disabilities and survivors’ insurance took place for the July 2012 – June 2014 period, an event of which the Compañía de Seguros Vida Cámara participated in until June of 2012, since no fraction of the SIS bids were awarded. From January 2012 onward, the Compañía de Seguros Vida Cámara focuses its efforts onto new health and life insurances. COMPOSITION OF BALANCE SHEET ACCOUNTS AND FINANCIAL RATIOS 2012 MM$ 2011 MM$ 55,386 68,599 Current financial assets 149,586 161,116 Non-current financial assets 214,522 188,831 Property, plant, and equipment 234,517 227,581 Investment properties 26,867 21,683 Current financial liabilities 28,361 22,425 187,141 149,677 97,168 61,794 427,955 433,009 0.18 0.14 19.3% 19.7% ASSETS AND LIABILITIES Trade Accounts Receivables Non-current financial liabilities Payable trade accounts Net worth Net financial debt (1) Profit over equity(2) (1) (Current financial liabilities + Non-current financial liabilities – Cash and cash equivalents)/ Total Equity (2) ROE calculated Income attributable to the Controlling Shareholder / Average Equity Attributable to the Controlling Shareholder 24 25 Inversiones La Construcción S.A. On June 12th, a shares exchange took place where 37,031,553 shares the Company had until that date were swapped for 96,282,038 shares pertaining to the new issue, by exchanging 2.6 new shares for each existing share at the moment. SUBSIDIARIES IN ACCORDANCE TO THE VISION OF ITS CONTROLLING SHAREHOLDER, ILC ACTIVELY PARTICIPATES IN THE RETIREMENT & INSURANCE SECTOR. 27 Inversiones La Construcción S.A. RETIREMENT & INSURANCE SECTOR 26 NUMBER OF TOTAL CONTRIBUTOR MONTHLY AVERAGE (year 2012) 1,267,888 NUMBER OF ACCOUNT HOLDERS MONTHLY AVERAGE (year 2012) 2,156,612 NUMBER OF BRANCHES 27 SERVICE CENTERS 16 MOBILE SERVICE CENTERS 7 NUMBER OF EMPLOYEES 1,207 28 A FP Habit at, from here on referred to as “the Administrator”, is a public corporation established in 1981 under the new pensions system, the Company acting as its founding shareholder. In 1996, the association between ILC and Citigroup is formed, which jointly begin to control AFP Habitat with an 80.46% ownership. When 2012 was drawing to a close, after the initial public offering and the subsequent 14% sale that took place in 2010, ILC continues to control AFP Habitat with a 67.5% ownership, through Inversiones Previsionales Dos S.A. And Inversiones La Construcción Ltda. The pension’s reform of 2008 consolidated the current pensions system and resulted in certain changes within the industry, such as the joint bidding for the disabilities and survivors’ insurance and the bidding for new account holders. From August of 2010 onward, a new administrator was incorporated via the bidding of account holders, of which all new employees must join once they have entered the work force. After a two year period these account holders can freely choose which AFP to belong to. OWNERSHIP STRUCTURE OF AFP HABITAT COMPANY SHAREHOLDING 2012 % Inversiones Previsionales Dos S.A. 40.23% Inversiones La Construcción Limitada 27.26% Inversiones Unión Española 3.70% Banco de Chile por cuenta de terceros no residentes 2.49% LarrainVial S.A. Corredora de Bolsa 2.34% Santander S.A. Corredora de Bolsa 1.55% IM Trust S.A. Corredora de Bolsa 1.53% Banchile Corredora de Bolsa S.A. 1.53% Others 19.37% TOTAL 100.00% Source: Superintendence of Securities and Insurance. Inversiones La Construcción S.A. 29 AFP Habitat participates in the pensions industry, which abides by the DL N°3,500 in the administration of pension funds related to mandatory pension savings and voluntary savings, which include a voluntary pensions saving account (APV) and a voluntary savings account (CAV). Furthermore, it provides pensions in the form of programmed retirement funds and temporary income. In December of 2012, AFP Habitat was awarded the first bid for the administrative services of individual accounts of new account holders of the Private Pensions System (SPP) in Peru. • contributions through its investment in Servicios de Administración Previsional S.A. (Previred) and the administration of financial securities documents through its investment in the central securities depository, Depósito Central de Valores S.A., (DCV in its Spanish acronym). Administration of unemployment insurance through its investment in Administradora de Fondos de Cesantía de Chile S.A. AFP Habitat concentrates its business activities in: • Administration of mandatory pension savings for account holders. • Administration of voluntary, non-pension savings or unrestricted savings (CAV). • Administration of voluntary pension savings (APV and APVC). • Provision and payment of programmed retirement funds and temporary income for pensioners. At the end of 2012, AFP Habitat relies on a total of 2,146,860 account holders, which represent 23.2% of the total in the pensions system. Being in second place in the market, with a monthly average of 1,267,888 contributors and an average monthly income that reached UF 25.2, there has been a real increase of 6.8% with respects as of 2011. This growth was 3.9% higher than the total remunerations in the AFP system. The rise in contributors, along with the surge in average taxable income, resulted in a growth of 9.5% in total contributed income. Additionally, AFP Habitat provides the following services: • Support for pension and investment management, such as the collecting of electronic pension The pension funds’ assets under mangement by AFP Habitat up to December 31st of 2012, amounted to US$ 41,928 million, with a 25.9% market share. Participation of AFP Habitat in the total number of contributors in the pension funds system by December of 2012 20% 9% 24% 8% 4% 35% Source: Superintendence of Pensions Capital Cuprum Habitat Modelo Planvital Provida Evolution of assets under managemnts by AFP Habitat (US$ million) $ 279,020 EQUITY (millions) $ 230,284 REGULAR INCOME (millions) 121,301 $ NET INCOME (millions) 74,576 $ 30 31 Inversiones La Construcción S.A. ASSETS (millions) With regards to pension savings, AFP Habitat is leading in terms of administrated payments in its voluntary pension savings (APV) and voluntary savings account (CAV) products, with a market share of 33.3% and 35.3%, respectively. During 2012, AFP Habitat led in the profitability of pension funds for the past 36 months, being first place in the average annual profitability for its five funds. Moreover, for its fourth consecutive year within a period of 5 years (60 months), AFP Habitat achieves first place for four of its administrated funds and second place for its fifth fund. AFP Habitat income before taxes ($ billion) The obtained results were recognized by the international consulting firm Fund Pro Latin Asset Management, which honored AFP Habitat with two awards: “The AFP of the Year”, for the performance of its aggregate 5 funds, taking into account the best performance within a period of 36 months that ended in June of 2012, as well as an honorable mention for obtaining the highest returns in Funds A, C, and D. AFP Habitat, is active within the Chilean capital markets, since January of 2009 up to today, has increased its market capitalization by more than 400%. BUSINESS MANAGEMENT 2012 32 During the 2012 financial year, revenue achieved through commissions grew, partially due to the positive evolution of the labor market, which transmitted into a rise in remunerations and contributing members. This event managed to compensate the decrease in commission for sales in mandatory savings during the month of June, going from 1.36% to 1.27%, and in the payment of Evolution of AFP Habitat share prices ($) pensions from a 1.25% to a 0.95%. Net income for the Administrator corresponding to the year 2012 was $74,576 million, which represents a 21% increase with respects to the $61,654 million exhibited the previous year. In 2012 the subsidiary firm Habitat Andina S.A. was formed, and through AFP Habitat S.A. Peru, was awarded the first bid to provide administrative services for the individual accounts belonging to new account holders in the Sistema Privado de Pensions (SPP) in Peru. The objective of Habitat Andina is to participate in international markets, being through investments in the administrators of pension funds or providing pension services Inversiones La Construcción S.A. 33 The markets faced a positive year, noticeable by greater clarity in terms of a possible recovery in the European economy and a favorable performance in the United States’ economy. These observations led to a gain in the encaje of $13,061 million, a positive figure compared to the previous year’s loss of $1,846 million. NUMBER OF CONTRIBUTORS NUMBER OF EMPLOYEES 353,870 1,776 NUMBER OF BENEFICIARIES 671,571 NUMBER OF BRANCHES IN THE COUNTRY 88 34 certain firms that only grant access to their employees and direct family members. In Chile the private system of Isapres covers 3.1 million people through 13 institutions, of which 7 are open and concentrate more than 95% of all contributors members. The 6 remaining companies are close and are linked to Due to its excellent services, that prioritizes the efficient and quality access to any of the needs of its beneficiaries, Consalud is placed as the number one market health insurance provider, with 353,870 contributors members and 671,571 beneficiaries. Participation of Isapre Consalud in the total contributors members in the Health Insurance Provider System by December of 2012 Participation of Isapre Consalud in the total number of beneficiaries in the Health Insurance Provider System by December of 2012 16% 20% 4% 1% 14% 20% 22% 3% Source: Superintendence of Health Isapre Consalud has become the gatekeeper for private health insurance in Chile. Its strategy seeks to build an innovative selection of products that will provide real health insurance to all its beneficiaries, relying on solid alliances with health providers, as well as on thorough knowledge of the needs and current and potential characteristics of its clients. Isapre Consalud has excellent professionals, who permanently update their knowledge in both technology and health, adapting to new developments in order to provide them for the well-being and health of its account holders. Colmena Cruz Blanca Vida Tres Ferrosalud Masvida Banmédica Consalud Otros 15% 20% 5% 1% 14% 20% 22% 3% Source: Superintendence of Health Colmena Cruz Blanca Vida Tres Ferrosalud Masvida Banmédica Consalud Otros Inversiones La Construcción S.A. 35 Consalud was formed in 1983 as a private health corporation with the purpose to provide medical care abiding by the conditions established in the DFL 3 of 1981 of the Ministry of Health. Between 1984 and 1998, Isapre Consalud settles in the national industry as a private healthcare insurance network, with a quality technological infrastructure used in 33 dental and medical centers in Chile. In 2000 the division within Isapre Consalud among the insurer, hospital, outpatient services, support, and investments areas materializes. Consalud adopts the unique role as an insurer, dedicated exclusively to providing private health plan coverage, while maintaining its outpatient services under a new entity titled Megasalud S.A., which continues to exist. The hospitals, support services, and other investments remained grouped within other entities. BUSINESS MANAGEMENT 2012 During 2012 the law that intends to modify the private health system is still being processed, incorporating a Guaranteed Health Plan (PGS) with the purpose to homogenize plan prices. This law proposes the creation of a mandatory basic and uniform health plan for all those insured by Isapres. Law N° 20,585 was published in the Official Journal, with the objective to reduce the misuse of medical licenses, focusing on the issue of these by physicians and their approval or rejection deemed by medical assessors at Health Insurance Provider and Compines. Additionally, the Superintendence of Health completed an evaluation of all Health Insurance Provider sale agents in the country, with the objective to determine the level of knowledge agents had in order to properly sell and familiarize health plans to their clients. Starting from 2012, Health Insurance Providers had to adopt the International Norms of Accounting and Financial Information (IFRS), applied by the Superintendence of Health. As a means to compensate for the uncertainty of future regulation changes, health insurance provider Consalud has carried out a strategy that focuses on innovative work, bolstering its assistance channels by delivering to its clients a series of services strengthening access to Consalud and its ability to increase its clients’ quality of life. Furthermore, commercial efforts were directed towards the development of the Controlled Dental Account, a new complementary benefit solely available to clients of Consalud in Santiago. This product offers co-payments, free 24-hour dental emergency services in Megasalud, a free Dental Prevention Plan, among other benefits In June of 2012, the new Centro Empresas began to operate, with the purpose to deliver quality services to Consalud’s client firms, as well as centering in one place all the requirements and processes needed by beneficiaries registered under collective plans with these firms. This intends to perpetuate client loyalty towards Consalud, ensure accurate and timely payment by contributing members, and to reduce disenrollment, among other aspects. Towards the conclusion of the 2012 financial year, health insurance provider Consalud attained a 5% net growth of beneficiaries and a market share of 21.9%. In the sales department, the strategy of promoting plans jointly with associated products to preferential contributors led to a sales increase of 12.6% with regards to 2011 sales, reaching a profit that was 3.7% above income. $ 93,797 EQUITY (Millions) 15,760 $ NET INCOME (Millions) 10,310 $ TOTAL INCOME (Millions) $ 275,380 36 37 Inversiones La Construcción S.A. ASSETS (Millions) ASSETS (Millions) EQUITY (Millions) NET INCOME (Millions) $ $ $ 94,183 26,603 NUMBER OF EMPLOYEES 22,089 204 38 Compañía de Seguros de Vida Cámara (also referred to as “Vida Cámara”), was founded in 2009 as the product of the 99.9% acquisition of shares of RBS (Chile) Seguros de Vida S.A., a subsidiary of the Royal Bank of Scotland. Through this operation, Inversiones La Construcción reentered the insurer sector with the intention to participate in the bidding of the disabilities and survivors’ insurance (SIS), hired by the AFPs after the 2008 pension reform. Vida Cámara was awarded 28% of the first public bids of the SIS for the time frame between July 2009 and June 2010, while the remaining 72% of bits were distributed among four other companies. In April of 2010, Vida Cámara was awarded 36% of the second round of bids for the period between July 2010 and June 2012. Vida Cámara has not been awarded any new public bids from the SIS, however this product continued to provide significant resources during 2012, which have strengthened the company’s growth within the segments it participates in. During 2012, ILC’s strategy to expand Vida Cámara operations was consolidated with a growth plan that includes the development of new products, mainly targeting the collective markets of health and life insurance. This plan aims to bolster the participation of Vida Cámara in the insurer business, molding it into a key player in the Chilean market that can provide innovative, simple, and transparent solutions with high service standards. Currently, Vida Cámara offers both individual and collective health and life insurances. BUSINESS MANAGEMENT 2012 During 2012, Vida Cámara officially launched the sale of collective life insurance, complementary health and catastrophic event products, and insurance that can incorporate preexisting conditions. Additionally, as a joint effort with Red Salud that was named Red Segura, a pilot project consisting of an insurance that covers major medical expenses was launched in Clínica Tabancura, Avansalud, and Bicentenario. By December of 2012, direct premiums were attained for a total of UF 4,325,628, translating to 184,245 insured individuals. All these actions contributed to a profitability over equity of 68.10% and a net income of $22,089 million. Evolution of profits in Compañía de Seguros de Vida Cámara ($ Million) Inversiones La Construcción S.A. 39 SUBSIDIARIES RED SALUD’S OBJECTIVE IS TO MEET HEALTHCARE NEEDS FOR A WIDE ARRAY OF PEOPLE IN THEIR MEDICAL CENTERS AND HOSPITALS THROUGHOUT CHILE. Clínica Avansalud SOMOS CChC Logo en Pantone 2757 c 100% (100/79/0/56) 100% Cyan 376 c 100% (50/0/100/0) Logo en Cuatricromia 100% (100/79/0/56) 100% Cyan 100% (50/0/100/0) 41 Inversiones La Construcción S.A. PRIVATE HEALTHCARE SECTOR 40 Empresas Red Salud (from here on forth referred to as “Red Salud”) was built as a private corporation on April of 2008, with the mission to develop a health services network at a national level. Additionally, on March of 2010, Red Salud partnered with the Sociedad Servicios Médicos Dial S.A. and Inmobiliaria Clínicas Regionales S.A. with the intention to develop a health services network in regions of Chile. In May of 2011, Mutual de Seguridad became one of Red Salud’s shareholders, strengthening the firm’s finance strategy as well as its infrastructure and benefits. Red Salud keeps as its main objective to meet all healthcare needs for a broad and diverse population, basing its actions on three fundamental pillars: • Provide national coverage, with a strong presence in regions. • Generate solutions for all stages of complexity through the network concept. • Be an accessible alternative for private healthcare coverage for all socioeconomic segments. As one of the main private health operators in the country, Red Salud specializes in the provision of services for all scales of complexity, both in the outpatient and hospital areas. It currently operates, through its branches, within 32 medical centers and 5 hospitals that cover services of low, medium, and high complexity. In addition to this, it remains as a direct associate to one hospital and as an indirect associate to twelve hospitals and one medical center. Moreover, it participates in the electronic transactions business related to health services through its investment in I-Med and Autentia, supporting ATESA, which provides technology to several hospitals, public hospitals, medical centers, and insurance companies in the country. The corporate structure of Red Salud displays the following entities: • Outpatient assistance centers: Megasalud •Hospital in the Metropolitan Region: Tabancura, Bicentenario, Avansalud, and Arauco Salud Hospitals. • Hospital and medical centers in other regions: Clínica Magallanes in Punta Arenas, Clínica Iquique, Clínica Elqui in La Serena, Clínica La Portada in Antofagasta, Clínica Valparaíso, Clínica Curicó, Clínica Lircay in Talca, Hospital Clínico del Sur in Concepción, Clínica Puerto Montt, Medical and Diagnostics Center Atacama, Clínica Atacama in Copiapó, Hospital Clínico of Universidad Mayor in Temuco, and the Clínica Integral of Rancagua. • Administrator of electronic transactions: I-Med and Autentia. 42 Inversiones La Construcción S.A. 43 CONSOLIDATED ASSETS (Millions) TOTAL INCOME (Millions) $ $ 290,257 163,811 EQUITY ATTRIBUTABLE TO CONTROLLING SHAREHOLDERS (Millions) PROFIT ATTRIBUTABLE TO CONTROLLING SHAREHOLDERS (Millions) $ $ 111,798 2,625 OUTPATIENT ASSISTANCE CENTERS Megasalud Megasalud is one of the most important providers of medical and dental outpatient assistance in the country. It currently has 32 centers (12 of which are in the Metropolitan Region), being the main dental health provider in the country. Megasalud also has Arauco Salud, a hospital that performs major non-invasive surgery in the eastern area of Santiago. Its main business transactions concentrate in outpatient services related to medical consultations, medical procedures, dental services, computerized medical imaging exams, laboratory exams, and physiotherapy services. Megasalud possesses its own clinical laboratories stocked with cutting-edge technology, available throughout different regions in Chile. During 2012, the expansion and renovation of six centers was finalized: Antofagasta, Calama, La Serena, Alameda, Ñuñoa, and Salvador. In terms of equipment, new investments were made associated with high complexity events in the centers of Iquique, Temuco, Valdivia, Osorno, and Puerto Montt. By the end of 2012 Megasalud had more than 2,500 professionals, including doctors, dentists, first-class specialists, and 1,715 hired employees. During that same year, Megasalud attained a sales revenue of $75,045 million and a profit of $4,967 million, as well as the completion of approximately 6.9 million health services, of which 5.6 million were medical and an estimated 1.3 million were dental. RED SALUD HOSPITALS IN THE METROPOLITAN REGION Red Salud exhibits a broad net work of hospital throughout the country, having three in the Metropolitan Region: Tabancura, Avansalud, and Bicentenario. These three hospitals have a total of 459 beds. Clínica Tabancura Clínica Tabancura provides hospital services of high complexity, with a response capacity for a vast number of specializations that cover a wide spectrum of assistance and complexity levels, becoming a model center for different specializations in the eastern area of Santiago. Specializations covered include: obstetrics-gynecology, plastic surgery, trauma and digestive surgeries for both adult, pediatric and neonatal patients, as well as the specializations in bariatric, cardiac, ophthalmology, and neurosurgery. The Hospital presents a total of 128 beds and 806 employees, and a total of 1,655 attending physicians. Currently, Clínica Tabancura is building a new hospital contiguous to its location. Clínica Tabancura profits reflect an 11.6% increase, reaching $28,631 million, and having an income of $1,675 million, a 3.5% increase with that reported in the previous financial year. 710,564 NUMBER OF MEDICAL CONSULTATIONS 3,069,003 NUMBER OF BEDS 1,209 (*) (*) number of total beds including subsidiary and allied hospitals NUMBER OF DENTAL BOXES 312 NUMBER OF DENTAL SERVICES 1,265,585 44 45 Inversiones La Construcción S.A. NUMBER OF PROCEDURES Clínica Avansalud Clínica Avansalud specializes in minor invasive surgery and advanced diagnostics. It has a diagnostics medical center that presents a broad array of surgical and medical specialties. It possesses 103 beds, a medical center with 62 medical consultation rooms, and a staff of 630 attending physicians. Its target audience belongs to the socioeconomic segments C2 and C3, with extensive agreements with health insurance providers and Fonasa. During 2012, the hospit al o p ened it s 24 - hour Emergency unit, a new outpatient oncology unit with 8 chemotherapy sofas, and during the third trimester 15 new hospital beds were added. Due to higher operational activity and business management, 2012 reflected a record-high sales of $25,592 million, however its revenue was $1,062 million, a 19.8% decrease compared to the 2011 financial year as a result of greater financial costs. Clínica Bicentenario This hospital began operating in 2011. Its objective is to complement Red Salud’s infrastructure in the Metropolitan Region by adding a modern hospital with high complexity assistance. Clínica Bicentenario intends to offer mid-income socioeconomic segments a viable economic alternative to access first-class health services. With an investment of approximately US$ 100 million, Clínica Bicentenario was designed and equipped with 228 beds in its first stage. Its 64,628 m2 area includes 48 critical condition beds (ICU, ITU, Neonatal Unit, and Coronary Unit), 15 operating rooms, 38 medical consultation boxes for all medical specializations, and 15 diagnostic procedure rooms, among others. Lastly, its first-class facilities include an emergency services section that runs 24 hours a day to attend adults, children, and pregnant women. Private patients, Isapre, Fonasa, Dipreca beneficiaries, and the armed forces have access to this unit. During 2012 we complete the full use of its 228 beds, which corresponds to the number established in the initial phase design, along with 3 operating rooms, and 2 new medical consultation boxes. Towards the end of 2012, hospital activity in Clínica Bicentenario doubled with respects to 2011 and approximately 16,213 patients were discharged throughout the course of the year. In the outpatient area, medical consultations reached 137,620 appointments during 2012. Operational revenue for 2012 reached $27,869 million, presenting a net loss of $4,641 million. Red Oncosalud Oncored was established on November of 2011, aiming to provide a comprehensive solution for the oncology field within the network of subsidiary and associated hospitals of Empresas Red Salud S.A. Red Oncosalud uses a model that ensures assistance during each phase of illness: diagnostics, treatment and follow-up; within a medical-clinical sphere that stems from the infrastructure and response capacity of hospitals belonging to the network. HOSPITAL IN OTHER REGIONS Red Salud is present in regions through one subsidiary and 3 associates. Clínica Iquique, a subsidiary of Red Salud, is a mid-tolarge complexity hospital that provides clinical hospital and emergency services to the Region of Tarapacá. It has a total of 68 hospital beds, 6 operating rooms, and 10 emergency consultation boxes. Clínica Iquique had a loss of $54 million during 2012. Finally, the Regional Hospital Administrators (ACR) are divided into two matrices that manage a total of 12 hospitals in 7 of the country’s regions. ADMINISTRADORA DE TRANSACCIONES ELECTRÓNICAS S.A. The Administradora de Transacciones Electrónicas S.A. (from now on referred to as “ATESA”) is a firm co-joined to Red Salud that intends to provide services related to remote payments for health procedures, use of digital fingerprinting devices in hospitals, public hospitals, and insurers in the country. ATESA operates through its brands I-Med and Autentia. Atesa’s revenue during the 2012 financial year amounted to $2,070 million, representing a 15% increase with regards to the previous year. BUSINESS MANAGEMENT 2012 Hospital Clínico of Viña del Mar, directly associated to Red Salud, is a hospital that boasts one medical center with 16 assistance boxes and diagnostics support units, being: computerized medical imaging, cytopathology laboratories, clinical laboratories, haemodynamics, endoscopy units, and oncology. In terms of logistical support, it counts on a sterilization, ambulance, and pharmacy center. In the surgical field it holds procedures in the areas of trauma, gynecology, obstetrics, laparoscopy, and cardiovascular surgeries. In 2012 management has been highly influenced by the gradual maturity of investments executed in recent years, whose economic manifestation have been based on annual sales, at a consolidated level, $163,811 million, compared to the $134,477 million of 2011 and the $107,114 million from 2010. In 2012 it obtained a revenue of $2,625 million, a greater figure compared to the $1,025 million collected in 2011. 46 47 Inversiones La Construcción S.A. It began operating in 2012, initially providing assistance to patients afflicted by pathologies such as breast cancer and uterine-cervical cancer, eventually catering to all adult oncology-related pathologies. During this year, 137 patients received chemotherapy and 205 surgeries; all of these procedures undertaken by hospitals that form part of Red Salud. In its first operating year, the entity presented a $18 million loss. SUBSIDIARIES 48 49 Inversiones La Construcción S.A. OTHER SECTORS REAL ESTATE ASSETS LIQUID FINANCIAL ASSETS Desarrollos Educacionales was formed in 1997 with the purpose to create and run educational establishments throughout the national territory. Through their brand names, Pumahue, Manquecura, and recently Nahuelcura, 10 private schools are operated, 9 being traditional private schools, while one is subsidized private school (6 belong to the network of Pumahue Schools, 3 to Manquecura, and one in Machalí belonging to Nahuelcura). By December of 2012, more than 9,000 students ranging from preschool to seniors in high school attended the schools. Inversiones La Construcción participates with a 99.99% ownership of Desarrollos Educacionales. The objective of these schools is to decrease the gap in educational quality between schools in the upper socioeconomic segment and those in the low-to-mid socioeconomic segments, by providing quality education at moderate prices while achieving economic profitability that allows sustainable growth, through the proper economic and administrative efficiency. The schools have succeeded in national education measurements, the older establishments scoring highly at the communal level in both the SIMCE evaluations as well as with college-placement exam (PSU) scores. The average scores obtained by all schools placed them above the national mean among paid private schools in all the tests taken, which is of special merit taking into consideration that some of the results in 2012 were the first evaluations of this nature. The Pumahue School in Peñalolén placed at number 51 in the ranking of the top 100 best schools in Chile, with an average of 661 points in the Language and Mathematics tests, obtaining a top national score in the latter. The Pumahue school in Huechuraba also excelled, achieving an average score of 634 points in the Language and Mathematics tests, and was placed at number 131 in the national ranking. Desarrollos Educacionales relies on a centralized administrative system for all non-academic aspects of operation, which generate significant economies of scale and allows faculty to fully concentrate on educational tasks. Pumahue schools are located in the Metropolitan Region (Peñalolén, Huechuraba, and Chicureo), the Fifth Region (Curauma), Ninth Region (Temuco), and the Tenth Region (Puerto Montt). Manquecura schools, are located in Valle Lo Campino (Quilicura), Ciudad del Este (Puente Alto), and Ciudad de los Valles (Pudahuel), all of which are in the Metropolitan Region. It is worth noting that on March of 2011, Desarrollos Educacionales inaugurated the Nahuelcura School, its first partially state-subsidized private school, which exhibits the same standards in quality education and infrastructure to both the Pumahue and Manquecura schools. Evolution in Number of Students $ 52,235 EQUITY (Millions) 12,517 $ TOTAL REVENUE (Millions) 14,811 NET INCOME (Millions) 1,138 NUMBER OF STUDENTS 9,084 NUMBER OF TEACHERS 556 TOTAL NUMBER OF EMPLOYEES 768 M2 BUILT 70,792 50 51 Inversiones La Construcción S.A. ASSETS (Millions) iConstruye came to be in 2001 as ILC’s information technology firm (also referred to as “IT”). Its objective is the provision of technological outsourcing and electronic solutions that allow clients to gain operational savings and improvements in management. Currently, Inversiones La Construcción holds 32.96% ownership of iConstruye, managing partners, the CChC, and slightly over 50 their associates share the remaining ownership. iConstruye has distinguished itself within the construction industry due to its electronic B2B transactions portal in Chile and Colombia, with the purpose to grant greater efficiency and transparency in the supply and sales services of firms. The same formula was replicated in Gobiernos Electrónicos and B2B for large corporations in Chile, Colombia, Panama, and Argentina. It also boasts the development, launch, and over four-year operation of Chilecompra, which attained international recognition. This venture was bestowed with the Best e-Business in Latin America award, handed in the first World Summit of the Information Society that took place in Geneva in 2003, and was recently awarded in País Digital and the Chamber of Commerce of Santiago in the competition “Innovation made in Chile 2010”. With 11 years of experience, iConstruye has to date over 1,000 clients in diverse industries. BUSINESS MANAGEMENT 2012 During the 2012 financial year, iConstruye’s revenue was $3,374 million and its net income was $646 million, which reflected a 21% and 26% increase, respectively, in regards to 2011 results, following the course planned for the 2011-2013 period. Furthermore, it kept its emphasis on permanent contracts, which met the objective to receive recurrent revenues in addition to total revenue by a 95% in 2012, compared to a 70% in 2010. ASSETS (Millions) NET INCOME (Millions) $ $ EQUITY (Millions) NUMBER OF EMPLOYEES 1,943 646 1,834 110 $ TOTAL REVENUE (Millions) $ 3,374 52 Liquid Financial Assets Real Estate Assets The company holds its own financial assets (in addition to that of its subsidiaries), in order to meet its liquidity needs, and of which its administration is guided by a policy approved by the Board of Directors. By December 31st of 2012, these financial assets rose to approximately $63,985 million. The company holds 23,235 m2 of real estate assets, valued at approximately M$16,000. The properties include land and buildings, applied in the rental/leasing business. Properties The main properties owned by the Company are detailed below: • CChC Building, located on Marchant Pereira Street 10, in the Providencia neighborhood from floors number 13 to 20, in addition to storage space and parking lots, having one floor for the headquarters, and the remaining seven floors for office rentals. This is registered in the CBR of Santiago as page 36414 Nº35217 in the year 2005, page 62346 Nº60060 in the year 2001, page 29281 Nº47598 in the year 2006, and page 852 Nº1375 in the year 2006. • Mutual de Seguridad CChC Building, located on Libertador Bernardo O’Higgins avenue 194, in the commune of Santiago, from floors 3 to 7 as well as storage space and parking lots, all used for office rentals. It is registered in the CBR of Santiago as page 7837 Nº9877 in the year 2001. •Building Av. Italia, located on Italia Ave. 1056, commune of Providencia, leased as a clinical laboratory. It is registered in the CBR of Santiago as page 6636 Nº 6750 in the year 1997 and as page 19642 Nº21548 in the year 1997. •Property located in the city of Curicó, of a surface area of 150 m2, currently being leased. It is registered in the CBR of Curicó as page 3787 Nº2286 in the year 2005. M2 Land 12,174 Buildings, Constructions 11,061 • Land, an empty lot, located on Libertador Bernardo O’Higgins Ave. with General Velásquez, used for sporadic, temporary leases. It is registered in the CBR of Santiago as page72079 Nº69521 in the year 2005. • Lands, empty lots, located on Tabancura Ave., for rent. It is registered in the CBR of Santiago as page 56338 and page 56339 Nº87783 and Nº87784 in the year 2008. Through its subsidiaries the company own the following properties: •I s apre Cons alud Building, lo c ated on Pedro Fontova Ave. 222, in the commune o f H u e c hu ra b a , u s e d a s t h e I s a p r e’s headquarters. • CChC Building, located on Marchant Pereira St. 10, in the commune of Providencia, from floors 5 to 12, used as AFP Habitat’s headquarters. •Clínica Bicentenario Building, located on Libertador Bernardo O’Higgins Ave. 3545, used as the hospital’s facilities. •Clínica Avansalud Building, located on Salvador Ave. 100, used as the hospital’s facilities. •Clínica Tabancura Building, located on Tabancura Ave. 1185, used as the hospital’s facilities. •Pumahue school buildings, located in the communes of Peñalolén, Colina, and Huechuraba, and in the cities of Puerto Montt, Temuco, and Valparaíso. • Manquecura school buildings, located in the communes of Quilicura, Pudahuel, and Puente Alto. • Megasalud medical center, located in the country’s main cities. •Barros Errázuriz Building, as AFP Habitat property, used for leasing purposes. •Los Carrera Buildings 330, located in La Serena, properties of AFP Habitat S.A., used to operate its branch. •Establishments in Morandé 330, located in Santiago, and in Eusebio Lillo 20, in Coyhaique, both properties of AFP Habitat and used to operate branches. Equipment and Facilities At the close of the 2012 financial year, the company has equipment, furniture, and supplies with a consolidated value of $12,000 million that correspond to information technology/ computer equipment and furniture that are used for administrative tasks. Additionally, through its subsidiaries the company possesses the following assets: •Medical equipment for the sum of $15,000 million. •Computational equipment for the sum of $1,900 million. •Equipment, furniture, and supplies for the sum of $11,300 million. Inversiones La Construcción S.A. 53 INVERSIONES LA CONSTRUCCIÓN KEEPS LIQUID FINANCIAL ASSETS AND REAL ESTATE ASSETS CORPORATE AFFAIRS RISK RATING: 54 HUMPHREYS CLASIFICADORA DE RIESGO AA+ FELLER RATE CLASIFICADORA DE RIESGO AA+ (*) (*) Rating given in March 2013 DIVIDEND POLICY According to article twenty four of the Company Bylaws, the Ordinary Shareholders Meeting must agree on the distribution of profits of the anual financial results it approves every year. The payment method and procedure will be that established by the Corporations Law and its regulations. Notwithstanding the above, the mínimum dividend allowed is 30% of distributable net income of the period, unless otherwise adopted by the respective Shareholders Meeting. DIVIDENDS PAID OVER THE LAST THREE YEARS MONTH OF PAYMENT May 2009 DIVIDEND NUMBER 81 VALUE PER PARTICIPATING SHARE SHARES 312.00 21,399,737 TOTAL DISTRIBUTED DIVIDEND TYPE 6,676,717,944 Final YEAR OF PROFITS 2008 October 2009 82 138.00 21,399,737 2,953,163,706 Interim 2009 May 2010 83 348.40 21,399,737 7,455,622,361 Final 2009 October 2010 84 260.00 21,399,737 5,563,931,620 Interim 2010 December 2010 85 5,077.00 37,031,553 188,009,194,581 Additional Final Retained Earnings December 2010 86 1,965.00 37,031,553 72,767,001,645 Interim 2010 May 2011 87 187.50 37,031,553 6,943,416,188 Final 2010 June 2011 88 270.04 37,031,553 10,000,000,017 Additional Final Retained Earnings September 2011 89 270.00 37,031,553 9,998,519,310 Additional Final Retained Earnings November 2011 90 131.00 37,031,553 4,851,133,443 Interim 2011 November 2011 91 351.00 37,031,553 12,998,075,103 Additional Final Retained Earnings May 2012 92 316.00 37,031,553 11,701,970,748 Final 2011 June 2012 93 1,660.00 37,031,553 61,472,377,980 Additional Final Retained Earnings October 2012 94 180.00 99,981,743 17,996,713,740 Interim 2012 January 2013 95 80.00 100,000,000 8,000,000,000 Interim 2012 Inversiones La Construcción S.A. 55 INVESTMENT POLICY COMPENSATION The Company maintains its own financial investments, in addition to those of its subsidiaries and has an investment policy that has been approved by its Board of Directors that establishes the investment in local fixed income instruments with a rating equal to or greater than A+, with the exception of investments that took place before the investment policy was in place and that represents less than 12% of the investment portfolio of ILC. Compensation of the Board of Directors FINANCING POLICY The Company does not have a debt policy approved by the Board of Directors, although, it does have a conservative financial policy with limited indebtedness. DIRECTOR Daniel Hurtado Parot At December 31, 2012 and 2011, the compensation paid to the members of the Board of Directors of ILC amounted to $89.878 million and $114.812 million, respectively. On the other hand, at December 31, 2012 the Board participation provision amount to $182.337 million. Additionally, Mr. Alberto Etchegaray Aubry, as Chairman of the Board of Red Salud S.A., received $20.355 million and $21.839 million compensation for 2012 and 2011. Mr. Sergio Torretti Costa received $5.600 million in 2012 as Director of Desarrollos Educacionales S.A. Finally, Mr. Pablo González Figari, CEO of ILC, as member of the Board of Directors of Compañía de Seguros Vida Cámara S.A. received a compensation of $ 6.357 million and $10.008 million for years 2012 and 2011, respectively. 2012 REPRESENTATION COMPENSATION EXPENSES 2011 REPRESENTATION COMPENSATION EXPENSES 4,544,717 - - - Gastón Escala Aguirre 9,033,468 31,552,698 6,929,912 55,651,212 Lorenzo Constans Gorri 5,196,658 7,888,176 5,531,714 14,121,194 Sergio Torretti Costa 4,977,387 - 4,814,891 - Alberto Etchegaray Aubry 4,523,695 - 4,638,570 - Francisco Vial Bezanilla 5,427,767 - 4,641,947 - Edgar Bogolasky Sack 2,702,977 - 4,911,008 - Paulo Bezanilla Saavedra 4,075,507 - 3,078,994 - Italo Ozzano Cabezón 5,427,767 - 4,643,916 - José Miguel Garcia Echevarri 4,527,244 - 3,947,295 - Otto Kunz Sommer - - 1,730,016 - Jaime Palasi Concha - - 171,683 - TOTAL 50,437,187 39,440,874 45,039,946 69,772,406 Luis Larraín Arroyo (Board Advisor) 20,010,000 As of December 31, 2012 and 2011, the compensation paid to managers and executives amount to $1,697,302 million and $1.894,704 million, respectively. There are no long term benefits or post-retirement benefits for employees considered critical to the Group. The compensation policy for the executives of the Company is based on company returns, and also, measurable objective parameters according to the responsibilities of each position. This compensation is evaluated and received once a year. INTERNAL AUDITING COMMITTEE The internal auditing committee constantly controls the transparency of ILC’s diverse activities and is formed by three Board members of the Company in addition to one executive that performs the role of Controller. The main tasks performed by this Committee are: (i) supervise the operations and effectiveness of the internal control systems, (ii) detect and analyze situations that could represent a risk for ILC, (iii) revise and propose internal controls, (iv) revise internal (Deloitte) and external (KPMG), audit reports (v) revise related parties transactions, (vi) revise and propose employee incentives and compensation and(vii) give an opinion with respect to situations that could cause effects on equity. This committee meets monthly and regularly reports to the Board on its activities. REGULATORY FRAMEWORK Stable regulations, norms and standards allow adequately evaluating projects and reduce the risk of investments, and it is therefore relevant to correctly monitor the development of the regulatory framework. Most of ILC’s businesses are regulated by the Superintendence of Insurance and Securities, and of Health Care and Pensions, which through their own regulation, search to ensure transparency and timely supervision of diverse aspects, highlighting the management of different types of risks. EXTERNAL AUDITORS AND RISK RATING AGENCIES 56 Inversiones La Construcción has a contract with the external auditing firm KPMG with the purpose of examining and giving their professional, and independent opinion about the accounting, inventory, balance sheet and other financial statements of the Company for the year 2011. Inversiones La Construcción S.A. Compensation of Managers and Main Executives of the Group The Company also has contracts with the rating agencies: Feller-Rate Clasificadores de Riesgo Limitada and Humphreys Clasificadores de Riesgo. As of Mach 2013, Inversiones La Construcción has a AA+ risk rating according to both agencies. RISK FACTOR ANALYSIS ILC is a parent company that participates in the pension, healthcare and other businesses through its subsidiaries. The business decisions in each one of these activities are analyzed and developed by the top level management and Board of Directors of the corresponding subsidiary taking into consideration the specific risk and mitigation actions of each business. The main risks the businesses are exposed to are market, technical risks related to insurances and operations, credit and liquidity risks. It is important to state that most of the businesses developed by the Company are regulated by the Superintendence of Securities and Insurance, Pensions and Healthcare, which by means of its own rules and regulations, intends to provide transparency and timely supervision of different aspects of the businesses, highlighting the management of risks. Additionally, the only commercial and material relationship ILC has with its subsidiaries is the rental of the corporate offices of Vida Cámara and of Desarrollos Educacionales. 57 a. Risk Factors As a parent company, ILC is exposed to the risk of depending on the payment of dividends from its subsidiaries, particularly those derived from its controlling share of AFP Habitat (for more information, see Financial Statements at December 31, 2012). b. Financial Investments The Company hold financial investments of its own, in addition to those of its subsidiaries and has an investment policy approved by the Board of Directors that allows the investment in domestic fixed income instruments with an A+ risk rating or better, except investments made before the policy was issued and that represent less than 12% of the investment portfolio of ILC. The main risks of this financial investment portfolio are: (i) market, (ii) reinvestment, (iii) liquidity, (iv) credit and (v) operations. (i). Market Risk This is the risk that arises from the price changes of the instruments the Company has invested in. With regard to this risk, the diversification that the investment policy operates with partially mitigates the effect of violent changes in market conditions. (ii).Reinvestment Risk The investment policy of the Company is not focused on financial instrument trading, but on a strategy that privileges stable returns in the mid and long term and therefore the reinvestment risk is exclusively limited to the capital events of the instruments in which it invests and to minor magnitude monthly adjustments that are made. (iii). Liquidity Risk The investment process of ILC considers the liquidity characteristics of an instrument to be an important aspect of the instruments in which it invests. The Company estimates that over 90% of its investment portfolio is easy to liquidate in a short period of time and at known prices. (iv). Credit Risk The investment policy of the Company establishes, as a condition, that 100% of new investments be in fixed income domestic instrument with a risk rating of at least A+. (v).Operational Risk ILC investments has internal control policies and procedures that minimize the operational risks related to the management of liquid resources. DISTRIBUTION OF PROFITS 58 proportion of the value of financial equity has been included, and is understood as validly amended, once the financial statements are approved by the Ordinary Shareholders Meeting. EFFECTS ON SHAREHOLDERS EQUITY SHAREHOLDERS EQUITY ACCOUNTS Paid in Capital Issuance Premium Reserves for future capital contributions Other reserves Other reserves booked in subsidiaries and affiliates BALANCE 2012 MM$ 239,852 PROPOSAL TO THE BOARD MM$ 239,852 470 470 4,296 4,296 94,210 94,210 1,440 1,440 Accumulated retained earnings 45,809 102,843 Retained earnings of the period 83,031 - Interim dividends (25,997) - Provision final dividend (15,156) - Final dividend TOTAL EQUITY - (28,800) 427,955 414,311 DISTRIBUTABLE NET INCOME 2012 MM$ ILC Total Net Income 83,031 Variation of Habitat’s encaje at 67.48% 14,443 ILC Distributable Net Income 68,588 Interim dividends 25,997 Final dividend 28,800 Total Dividends paid on 2012 Net Income 54,797 (*) Percentage distributed of distributable Net Income (*) Subject to the approval of the Ordinary Shareholders Meeting 80% Inversiones La Construcción S.A. 59 Share capital of the Company amounts to $239,852 million (historical) and is represented by 100,000,000 ordinary registered shares without par value. According to Article N°10 of the Law N°18.046, the share capital’s STATISTICS OF ILC SHARE TRANSACTIONS III Trimester 2012 53,715,695 AVERAGE PRICE 7,278 IV Trimester 2012 9,804,519 8,791 TRIMESTER NUMBER OF SHARES TOTAL AMOUNT TRADED 384,192,564,767 86,530,668,411 SHARED TRADED BY ILC BOARD MEMBERS AND EXECUTIVES NATURAL PERSON / LEGAL PERSON RELATED PARTY TYPE OF INVESTMENT TRANSACTION AVERAGE UNIT TOTAL AMOUNT OF PRICE THE TRANSACTION Italo Ozzano Cabezón Valeria Ines Reyes Fuentes(1) Sergio Torretti Costa Inversiones y Asesorías Marara Ltda.(2) José Miguel Garcia y Cía. Ltda.(3) Domínguez y Etchegaray Ltda(4) Lorenzo Constans Gorri Canella Construcciones y Compañía(5) Edgar Bogolasky Sack Mariana Fliman(6) Andrés Bogolasky(6) Natalia Bogolasky(6) Francisca Bogolasky(6) Alejandra Bogolasky(6) Inversiones Piedra Roja Limitada(6) Sociedad de Energía Solar Mirosolar S.A.(6) Asesorías e Inversiones MSD Ltda(7) Colliers Prosin S.A.(7) Sociedad de Inversiones Prosin Ltda(7) Inversiones Loncoray Ltda.(7) Inversiones Hatuey Limitada(7) Valentina S.A.(7) Inversiones Isidora S.A.(7) Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Director ILC Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase 7,169 7,161 7,061 7,166 7,061 7,061 7,171 7,171 7,171 7,061 7,061 7,061 7,061 7,061 7,171 7,171 7,166 7,151 7,200 7,189 7,199 7,425 7,192 49,881,248 49,864,784 2,993,864 99,790,894 331,372,730 14,390,318 39,274,107 19,320,298 49,324,193 6,397,266 8,395,529 4,391,942 4,391,942 4,391,942 49,247,371 24,317,370 497,993,860 995,864,905 497,993,271 599,450,950 599,435,382 605,071,544 599,512,672 Germán Menéndez Romero Javier Galdames Cerda Robinson Peña Gaete Ignacio González Recabarren David Gallagher Blamberg Golden Dome Asesorías e Inversiones Limitada(8) Mangement ILC Mangement ILC Mangement ILC Mangement ILC Mangement ILC Financial Investment Financial Investment Financial Investment Financial Investment Financial Investment Purchase Purchase Purchase Purchase Purchase 7,166 7,061 7,165 7,146 7,061 29,916,855 10,393,792 19,885,800 33,783,860 7,993,052 Mangement ILC Financial Investment Purchase 7,166 62,316,784 Cámara Chilena de La Construcción AG Controlling Group Financial Investment Sale 7,061 116,208,737,630 (1)Related to Mr. Ítalo Ozzano Cabezón, (2) Related to Mr. Francisco Vial Bezanilla, (3) Related to Mr. José Miguel García Echavarri, (4) Related to Mr. Alberto Etchegaray Aubry, (5) Related to Mr. Lorenzo Constans Gorri, (6) Related to Mr. Edgar Bogolasky Sack, (7) Related to Mr. Gastón Escala Aguirre, (8) Related to Mr.Pabl o González Figari a) Trademarks registered by Inversiones la Construcción S.A. To this date the main trademark s registered by Inversiones La Construcción S.A. (ex Sociedad de Inversiones y Servicios la Construcción S.A.) are the following: 1) The trademark ILC Inversiones registered with the number 938523 for classes 35 and 36 expiring 11/18/2021. 2) The trademark Red Salud CChC registered with the number 793516 for classes 36 and 44 expiring 07/31/2017, b) The trademark registered by the subsidiaries of Inversiones la Construcción S.A. To this date the main trademarks registered to the subsidiaries of Inversiones La Construcción S.A. are the following: 1. The trademark Isapre Consalud, through the company Isapre Consalud S.A., with the number 932317 for classes 35, 36, 38 and 44, currently in force, expiring 09/22/2011. 2. The trademark Vida Camara, through the company Compañía de Seguros de Vida Camara S.A., with the number 873571 for class 36, currently in force, expiring 23/03/2011. 3. The trademark Iconstruye, through the company Iconstruye S.A., with the number 983800 for classes 35, 36, 37, 38, 41 and 42 currently in force, expiring 02/01/2022. 4. The trademark Habitat A.F.P., through the company Administradora de Fondos de Pensiones Habitat S.A., with the number 943598 for classes 36 and 38, currently in force, expiring 11/26/2021. 5. The trademark Clínica Bicentenario, through the company Clínica Bicentenario S.A., with the number 856278 for classes 35,39,41,42 and 44, currently in force, expiring 07/27/2019. 6, The trademark Clínica Tabancura, through the company Servicios Medicos Tabancura S.A., with the number 856278 for class 16, that is currently in the process of renewal. 7. The trademark Clínica Avansalud, through the company Clínica Avansalud S.A. with the number 702635 for class 36, currently in force, expiring 06/22/2021. 8. The trademark Megasalud S.A. through the company Megasalud S.A. with the number 753183 for class 36, currently in force, expiring 03/10/2016. 9. The trademark Pumahue, through the company Desarrollos Educacionales S.A., with the number 684074 for class 25, se encuentra vigente, currently in force, expiring 01/23/2014. 10. The trademark Manquecura, through the company Desarrollos Educacionales S.A., with the number 927851 for class 41, currently in force, expiring 04/24/2021. 11. The trademark Colegio Nahuelcura, through the company Gestión Educativa S.A., with the number 906446 for class 25, currently in force, expiring 12/29/2020. 60 61 Inversiones La Construcción S.A. TRADEMARKS AND PATENTS INSURANCE TRANSACTIONS WITH RELATED PARTIES The Group has formalized insurance policies to cover the potential risks that the various elements of property, plant and equipment are subject to and also to cover risks related to potential claims that could be presented with respect to the Company’s normal operations. Such policies adequately cover the risks to which they are subjected. During 2012, there have been no transactions with related companies belonging to executives or directors of the Company. ILC keeps three insurance policies that cover physical assets: machinery damages and civil responsibility within the building located on Marchant Pereira 10, Providencia. The building coverage are in the case of: fire, earthquake, machinery and electronic equipment damage, robbery, glass and terrorist acts. ILC also has insurance against all risks related to physical assets located on Av, Libertador Bernardo O’Higgins 194, Santiago and the building located on Av, Italia 1056, Providencia. AFP Habitat has an insurance policy that covers all its properties against the risk of loss or physical damage. Isapre Consalud has an insurance policy that covers all its properties against the risk of loss or physical damage. Red Salud has insurance policies that cover the risks related to fire, terrorism, earthquake, civil liability and damages caused by the stoppage of subsidiary operations. Desarrollos Educacionales maintains 10 insurance policies that cover the risks related to fire, earthquake, nature, terrorist acts, and other additional costs in case of fire for the ten Pumahue, Manquecura and Nahuelcura schools. TRANSACTIONS AMONG RELATED PARTIES During 2012, the following transactions among related companies took place: • Short term trade account transaction between ILC and the Cámara Chilena de la Construcción A.G. took place before the company stock offering. • Short term trade account transaction between ILC and the Centro de Formación Técnica Pro Andes, took place before the company stock offering. • O f f i c e r e n t a l t r a n s a c t i o n b e t w e e n I LC a n d iConstruye S.A., Corporación Cultural CChC, Servicio de Administración Previsional S.A. and with CIEDESS. On April 16, 2012, the Extraordinary Shareholders meeting adopted the following agreements: a) Register the shares of the company in the Securities Registry of the Superintendence of Securities and Insurance; b) Change the name of the Company from Sociedad de Inversiones y Servicios La Construcción S.A. to Inversiones La Construcción S.A. and the acronym “ILC” or “ILC Inversiones” is set and considered a valid name to represent the Company; c) Modify the by-laws of the Company in order to satisfy the requirements of a publicly traded company; d) Perform an exchange of Company shares at a 2.6 ratio per share, along with increasing capital through the issuance of 13,717,962 new shares with the purpose of reaching a total 110,000,000 shares. The date and manner in which this capital increase is materialized must be determined by the Board of Directors of the Company. On April 26, 2012, the Company’s Ordinary Shareholders Meeting adopted the following: a) Distribute $11,701,970,748 as an additional final dividend for year, equivalent to $316 dividend per share, to be paid on May 10, 2012 to the shareholders registered in the Company’s registry at least 5 working day before the payment date; b) Reelect all the members of the Board of Directors for the following statutory period; c) Appoint KPMG Auditores Consultores Ltda as the external auditing company. On April 26, 2012, the Extraordinary Shareholders Meeting of the Company approved the Company collaborating with its main shareholder, the Cámara Chilena de la Construcción A.G. in the offering process of shares that CChC expects to carry out, which involves selling a portion of this shareholders ownership of ILC. On May 24, 2012, the Company was informed that the Private Investment Fund ILC, whose sole contributor is our main shareholder, the Cámara Chilena de la Construcción A.G., has reached 11.52% of the total shares issued by the Company, by purchasing the total amount of shares owned by the shareholders: Mutual de Seguridad of the Cámara Chilena de la Construcción; Caja de Compensación de Asignación Familiar de Los Andes; Corporación de Capacitación de la Construcción; and Corporación Deportiva de la Construcción, which all together, amounted to 4,264,101 shares. O n May 25, 2012, that Company purchas ed the 232,800,000 shares of its subsidiary Empresas Red Salud S.A. that were owned by the Cámara Chilena de la Construcción A.G. After this purchase, the Company’s ownership share of Empresas Red Salud S.A. reaches 89.99% of the total shares issued by the latter. 62 63 Inversiones La Construcción S.A. INFORMATION REGARDING MATERIAL OR RELEVANT EVENTS On June 1, 2012, the Company’s Board of Directors agreed to distribute an additional $1,660 dividend per share to shareholders, on account of retained earnings; to be paid on June 11, 2012 from 9:30 a.m. in the Company offices located on the street Marchant Pereira Nº 10, 17 floor, Providencia, Santiago. On June 11, 2012 the Company was informed that the Private Investment Fund ILC, whose sole contributor is our main shareholder, the Cámara Chilena de la Construcción A.G., has recently purchased the 369,811 total number of shares of the Company that were owned by the Corporación de Desarrollo Tecnológico, consequently reaching12.52% of the total shares issued by the Company. On June 12, 2012, according to the information provided by the Company by means of a material event dated last April 16, and according to the agreement adopted by the Company’s Board of Directors on May 30, the 37,031,553 shares the Company had issued to that date were exchanged for 96,282,038 shares of the new issuance, 2.6 new shared for each share existing at that moment. On June 19, 2012, the Superintendence of Securities and Insurance has registered, in its Registry, the current 96,282,038 subscribed and paid shares of the Company. Also, the 3,717,962 shares, of one same and sole series, without par value, agreed by the Extraordinary Shareholders Meeting of the Company held April 16, 2012, were registered in the same Registry, with the number 961. By agreement of the Board of Directors, the Company issued 3,717,962 shares, of one same and sole series, without par value, as part of the capital increase process agreed by the Extraordinary Shareholders Meeting held April16, 2012. The preemptive rights offering of such shares took place from July 20, 2012 thru August 19 of the same year. The placement value of the share, determined by the Board of Directors when closing the order book at the stock exchange, was $7,061. On July 20, the shareholders “Cámara Chilena de la Construcción A.G.” and “Fondo de Inversión Privado ILC”, informed that they waived their preemptive subscription rights regarding the shares issued as part of the capital increase agreed by the Extraordinary Shareholders Meeting held April 16, 2012, shares that were registered, as number 961, in the Registry of the Superintendence of Securities and Insurance on July 19, 2012. As a result of the above, 3,687,991 shares were offered preemptively to such shareholders along with a secondary share offering which was carried out at the Santiago Stock Exchange though a transaction system called Order Book Auction. On July 20, 2012, a total of 32,193,892 shares of the Company were placed through the Order Book Auction at the Santiago Stock Exchange, 3,687,991 during the primary offering and 28,506,001 during the secondary offering. (16,457,830 owned by Cámara Chilena de la Construcción and 12,048,171 owned by the shareholder Fondo de Inversión Privado ILC) at a $7,061 per share, resulting in the following segment allotment: - Foreigners segment: 11,267,862 shares (35% of the total offering), - Domestic Institutional + Significant Amount Non Institutional (NIMS in its Spanish acronym) Segment: 11,267,863 shares (35% of the total offering), - Related to ILC Segment: 6,438,778 shares (20% of the total offering), - Remainder Segment (Retail): 3,219,389 shares (10% of the total offering) Placement agents were IM Trust S.A. Corredores de Bolsa, Merrill Lynch Corredores de Bolsa SpA and JP Morgan Corredores de Bolsa SpA. On August 22, 2012, the workers union of the subsidiary Clínica Iquique S.A. went on strike as a result of the legal collective bargaining process taking place. On August 27, 2012, the Board of Directors acknowledged the resignation presented by Mr. Edgar Bogolasky Sack to the Director position of the Company as of that date. In the meeting held that same date the Board of Directors, unanimously, appointed Mr. Daniel Hurtado Parot in replacement of Mr. Bogolasky. During the same meeting, Mr.Gastón Escala Aguirre and Mr. Lorenzo Constans Gorri presented their resignation to the position of Chairman and Vice Chairman, respectively. The Board, unanimously appointed Mr. Daniel Hurtado Parot as Chairman and Mr. Gastón Escala Aguirre as Vice Chairman of the Company. The Board of Directors, during its session held on September 24, 2012, agreed to distribute a $180 interim dividend per share of year 2012 profits, to be paid as of October 31 of the same year. On October 29, 2012, the Board of Directors of Inversiones Construcción S.A. unanimously agreed to adopt the general Customary Policy, according to letter b) of the final paragraph of article 147 of the Law N° 18,046, which was informed to the Superintendence of Securities and Insurance (SVS in its Spanish acronym). On October 30, 2012, Inversiones la Construcción S.A. subscribed and paid 17,464,038 shares, resulting from the capital increase of its subsidiary Isapre Consalud S.A., which was approved by the Extraordinary Shareholders Meeting of the company held October 22, of this year. The price paid for the entire package of shares was $6,999,999,931. As a consequence, along with the shares owned by Inversiones la Construcción S.A. of Isapre Consalud S.A. before such date, it currently holds 67,464,064 shares, that represent a 99.99999% ownership share. The referred capital increase forms part of the objectives established by the Company in its process to begin trading on the stock market, which includes, among others, strengthening its subsidiaries involved in the pension fund sector and the consequent growth of the Company in such sector. On December 17, 2012, the Board of Directors of Inversiones la Construcción S.A. agreed to distribute a $80 per share interim dividend of the present year profits to its shareholders, to be paid as of 9:30 a.m. on January 22, 2013, at the Central Securities Depository located on street Huérfanos Nº 770, 22 floor, in Santiago. On January 22, 2013, the Company proceeded to pay shareholders the $80 per share interim dividend agreed by the Board of Directors in its Meeting held on December 17, 2012. 64 65 Inversiones La Construcción S.A. On July 31, 2012, the Board of Directors acknowledged that the Deputy Development Manager, Mr. David Gallagher Blamberg, had left and was therefore no longer holding that position. IDENTIFICATION OF SUBSIDIARIES AFP HABITAT LEGAL NAME Habitat S.A Administradora de Fondos de Pensiones BOARD OF DIRECTORS Chairman José Antonio Guzmán Matta ADDRESS Ave. Providencia 1909, Providencia Vice Chairman Luis Nario Matus TAX ID 98,000,100-8 Directors María Teresa Infante Barros Patricio Mena Barros Luis Rodríguez Villasuso Sario Klaus Schmidt-Hebbel Dunker Jaime Danús Larroulet TYPE OF ENTITY Publicly Traded Company, Pension Fund Administrator REGISTRATION Authorization issued by the Superintendence of Pension Fund Administrators and registered on page 2,435 N°1,300 of the 1981 Registry of Commerce in the Real Estate Register of Santiago and was published in the official journal on January 30, 1981. INSTRUMENTS OF INCORPORATION Public deed dated January 26, 1981, issued in Santiago the by the Notary Public Mr. José Valdivieso. Authorization issued by the Superintendence of Pension Fund Administrators Nº E 002/81 dated January 27, 1981. PAID-IN CAPITAL $1,764 million MANAGEMENT AND EMPLOYEES Officers and Executives: 8 Professionals and Technicians: 329 Administrative Staff and Salespersons: 870 MANAGEMENT Chief Executive Officer Cristián Rodríguez Allendes Investments Officer Alejandro Bezanilla Mena Chief Financial Officer Patricio Bascuñán Montaner Human Resources Officer Paola Daneri Hermosilla Operations and Technology Officer Claudia Carrasco Cifuentes Planning Officer Cristián Halabí Kanacri Legal Counsel Jose Miguel Valdés Lira Controller Hugo Montecinos Fernández 66 ISAPRE CONSALUD LEGAL NAME Isapre Consalud S.A ADDRESS Pedro Fontova N°6650, Huechuraba TAX ID 96,856,780-2 TYPE OF ENTITY Closed Stock Corporation REGISTRATION Superintendence of Health on N°107, dated 08-25-1998 BOARD OF DIRECTORS Chairman Máximo Honorato Álamos Vice Chairman Pedro Grau Bonet Directors Orlando Sillano Zan Pablo Ihnen de la Fuente Guillermo Martínez Barros MANAGEMENT AND EMPLOYEES Officers and Executives: 10 Administrative Staff and Salespersons: 1,467 Professionals and Technicians: 299 MANAGEMENT Chief Executive Officer Marcelo Dutilh Labbé Development Officer Felipe Andrés Allendes Silva Chief Financial Officer Hernán Alfredo Pérez Carvallo INSTRUMENTS OF INCORPORATION Initially Consalud was incorporated as a privately held corporation, by means of a public deed dated September 5, 1983, presented to the Santiago Notary Public Mr. Enrique Morgan Torres. On November 30, 1983 a resolution adopted by the National Fund approved Consalud’s registration application officially becoming a health insurance provider. On February 17, through a public deed presented to the Santiago Notary Public Mr. René Benavente Cash, Consalud becomes a new company Operations and Technology Officer Raúl Roberto Zilleruelo León PAID-IN CAPITAL $15,295 million Customer Service Manager Harald Christian Chutney Vallejos Controller Juan Pablo Martín Frugone Domke Business Manager Juan Carlos Barrés Marticorena Human Resources Manager Carmen Paz Urbina Sateler Legal Counsel Héctor Mauricio Alliende Leiva Health Manager Gonzalo Rodríguez Edwards Inversiones La Construcción S.A. 67 COMPAÑÍA DE SEGUROS DE VIDA CÁMARA LEGAL NAME Compañía de Seguros Vida Cámara S.A. BOARD OF DIRECTORS Chairman Otto Kunz Sommer ADDRESS Marchant Pereira 10, Piso 16, Providencia Vice Chairman Fernando Prieto Wormald TAX ID 99,003,000-6 Directors Pablo Ihnen de la Fuente Pablo González Figari TYPE OF ENTITY Closed Stock Corporations REGISTRATION Public deed authorization granted by the Superintendence of Securities and Insurance dated April 20, 2009 presented to the Santiago Notary Public Mr. Santiago Raby Benavente. Company recorded as N°9,003 in the registry of the Superintendence of Securities and Insurance. . INSTRUMENTS OF INCORPORATION Public deed dated April 20, 2009 presented to the Santiago Notary Public Mr. Santiago Raby Benavente. Company authorized indefinitely. PAID-IN CAPITAL $10,689 million (CEO ILC) Barham Madaín Ayub Ramón Yávar Bascuñán José Manuel Poblete Jara MANAGEMENT AND EMPLOYEES Officers and Executives: 9 Professionals and Technicians: 47 Administrative Staff: 148 MANAGEMENT Chief Executive Officer Alfonso Cortina García Planning and Risk Division Officer Sergio Arroyo Merino Business Manager Francisco Campos Olivares Chief Financial Officer Nestor Ramírez Fuentes Operations Officer Jaime Riffo Cortés 68 EMPRESAS RED SALUD LEGAL NAME Empresas Red Salud S.A. ADDRESS Pedro Fontova N°6650, Piso 3, Huechuraba TAX ID 76,020,458-7 TYPE OF ENTITY Closed Stock Corporation registered in the Securities Registry of the SVS. REGISTRATION Santiago’s Registry of Commerce page 1,105 N°13,759 Superintendence of Securities and Insurance Nº 1,088 of December 21, 2011. INSTRUMENTS OF INCORPORATION Public deed dated April 18, 2008 granted by the Santiago Notary Public Mr. Iván Torrealba Acevedo, registered on page 20,130 N°30,623 of the Santiago Registry of Commerce and published in the official journal on September 26, 2008. ISSUED CAPITAL $48,541 million BOARD OF DIRECTORS Chairman Alberto Etchegaray Aubry MANAGEMENT AND EMPLOYEES Officers and Executives: 65 Professionals and Technicians: 3,299 Administative Staff: 3,195 Vice Chairman Juan Ignacio Silva Alcalde MANAGEMENT Gerente General Ricardo Silva Mena (Director ILC) Directors Gustavo Vicuña Molina Máximo Honorato Álamos Pablo Ihnen de la Fuente Otto Kunz Sommer Enrique Loeser Bravo Kurt Reichhard Barends Andrés Sanfuentes Vergara Medical Officer Victoria Fabré Muñoz Development Officer Juan Pablo Undurraga Planning Officer Nora G. Terry Chief Financial Officer Jorge Martínez Alfaro Deputy Management Control Manager Cristián Cartes Muñoz Development Analyst Juan Pablo Portius Aravena Management Control Analyst Katherine Aravena Ramírez Management Control Analyst Gustavo Salinas Lobos Inversiones La Construcción S.A. 69 DESARROLLOS EDUCACIONALES LEGAL NAME Desarrollos Educacionales S.A ADDRESS Marchant Pereira 10, Piso 14, Providencia TAX ID 96,834,400-5 TYPE OF ENTITY Closed Stock Corporations REGISTRATION Public deed presented at to the Notary Public Mr. Andrés Rubio Flores N°2901/97, published in the Official Journal N°35,807 dated June 27, 1997. INSTRUMENTS OF INCORPORATION Public deed dated June 23, 1997 granted by the Santiago Notary Public Mr. Andrés Rubio Flores, registered on page 15,678 N°12,489 of the 1997 Registry of Commerce in the Real Estate Register and was published in the Official Journal N°35,807 dated July 4, 1997. PAID-IN CAPITAL $10,942 million BOARD OF DIRECTORS Chairman Félix Joaquín Díaz Grohnert Vice Chairman Rodrigo Alarcón Jara DIRECTORS Juan Pablo Aylwin Jolfre Paolo Brizzi Baratta Sergio Torretti Costa (Director ILC) MANAGEMENT AND EMPLOYEES Officer and School Principals: 43 Teachers: 556 Administrative Staff: 169 MANAGEMENT Chief Executive Officer Victor Barahona Kunstmann Chief Financial Officer Patricia Ebensperger Orrego Human Resource Manager Marco Antonio Larraín Saldías 70 ICONSTRUYE LEGAL NAME IConstruye S.A ADDRESS Marchant Pereira 10, Piso 15, Providencia TAX ID 96,941,720-0 TYPE OF ENTITY Closed Stock Corporations REGISTRATION Santiago Registry of Commerce of Real Estate and published in the Official Journal dated January 5, 2001. INSTRUMENTS OF INCORPORATION Public deed granted by the Santiago Notary Public Mr. René Benavente Cash, page34,475 N°27,605 dated December 15, 2000. PAID-IN CAPITAL $1,804 million BOARD OF DIRECTORS Chairman Álvaro Izquierdo Wachholtz Vice Chairman Claudio Gómez Cerda Directors Germán Bartel Jeffrey Juan Eduardo Correa García Max Correa Rodríguez Claudio Nitsche Meli Ramón Yávar Bacuñan MANAGEMENT AND EMPLOYEES Officers and Executives: 6 Professionals and Technicians: 69 Administrative Staff and Salespersons: 35 MANAGEMENT Chief Executive Officer Nicolás Errázuriz Salinas Corporate Officer Nicolás Gumucio Schönthaler Chief Financial Officer Ricardo Maino Swinburn Contruction Division Officer Isabel Cristina Pinochet Ulloa Information Technology Officer Héctor Silva Núñez Research Officer Julio Alfonso Israel Mosqueira Inversiones La Construcción S.A. 71 FINANCIAL STATEMENTS 72 INDEPENDENT AUDITOR REPORT Consolidated Financial Statements / Inversiones La Construcción S.A. CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2012 AND 2011 73 INVERSIONES LA CONSTRUCCIÓN S.A. AND SUBSIDIARIES as of December 31st 2012 and 2011 CONTENTS Independent Auditor Report Consolidated Financial Statements Consolidated Income Statements Consolidated Changes in Net Equity Statements Consolidated Cash Flows Statements Notes to the Consolidated Financial Statements Th$ : Figures expressed in thousands of Chilean pesos ThUS$: Figures expressed in thousands of US dollars UF : Figures expressed in the inflation indexed unit, Unidades de Fomento INDEPENDENT AUDITOR REPORT Dear Shareholders and Directors of Inversiones La Construcción S.A.: 74 Responsibility on behalf of the Administration for the consolidated financial statements The Administration is responsible for the preparation and fair presentation of these consolidated financial statements in agreement to the norms and instructions given by the Superintendence of Securities and Insurance, described in Note 3(a). This responsibility includes the design, implementation, and maintenance of internal control pertinent to the preparation and fair presentation of consolidated financial statements that are void of significant incorrect representations, either due to fraud or error. Auditor responsibilities Our responsibility consists of expressing an opinion about these consolidated financial statements based on our audits. We audit abiding by generally accepted auditing norms in Chile. Said norms require that we plan and execute our work with the purpose to achieve certainty that all consolidated financial statements are published without significant inaccurate representations. An audit intends to follow procedures to gather audit evidence about the amounts and disclosures presented in the consolidated financial statements. The selected procedures depend on the auditor’s judgment, including the evaluation of risks in significant incorrect representations found within the consolidated financial statements, being due to fraud or error. By undertaking these risk assessments, the auditor takes into consideration the level of internal control pertinent to the preparation and fair presentation of the consolidated financial statements of the entity, with the objective to design auditing procedures that are appropriate for the given circumstances, but without the intention to express an opinion about the effectiveness of the entity’s internal control system. An audit also includes the evaluation of how appropriate the applied accounting policies are and the accuracy of the significant accounting estimations made by the Administration, as well as an evaluation of the general presentation of the consolidated financial statements. We take into consideration that the auditing evidence we have gathered is sufficient and appropriate as a base for our auditing opinion. Opinion In our opinion, the presented consolidated financial statements fairly represent, in all its significant aspects, the financial situation of Inversiones La Construcción S.A. and its Subsidiaries between December 31st of 2011 and December 31st of 2012, and the results of its operations and cash flows for the years ended on those dates in accordance with the norms and instructions dictated by the Superintendence of Securities and Insurance, described in Note 3(a), which stress that the current consolidated financial statements of Inversiones La Construcción S.A. and its Subsidiaries as of December 31st, 2012 and 2011, have been prepared under the International Norms on Financial Information and that financial statements of the subsidiary Compañía de Seguros Vida Cámara have been prepared according to the accounting norms required by the Superintendence of Securities and Insurance. Joaquín Lira H. Santiago, March 25th, 2013 KPMG Ltda. 75 Consolidated Financial Statements / Inversiones La Construcción S.A. Report on consolidated financial statements We have audited the attached consolidated financial statements of Inversiones La Construcción S.A. and its subsidiaries, which contain consolidated financial statements as of December 31st 2012 and 2011, and the corresponding consolidated comprehensive income, changes in net equity, and cash flows for the years ending in those dates, and their respective notes on consolidated financial statements. Inversiones la Construcción S.A. Consolidated Financial Statements as of December 31st of 2012 and 2011 ASSETS 2012 TH$ 2011 TH$ CURRENT ASSETS: Cash and cash equivalents 116,202,519 94,043,237 Financial assets 149,585,690 161,115,961 Other current non-financial assets 11,948,567 8,922,748 Trade and other receivables, current 55,385,591 68,599,461 578,703 774,172 1,983,759 1,733,237 28,710 37,290 2,563,510 931,654 338,277,049 336,157,760 214,522,325 188,831,393 14,455,465 12,350,996 3,602,810 4,277,305 Equity accounted investees 19,740,638 17,083,021 Intangible assets other than goodwill 71,793,385 74,221,556 Goodwill 101,506,809 101,506,809 Property, plant, and equipment 234,516,531 227,580,991 Investment property 26,866,900 21,682,753 Deferred tax asset 30,320,925 20,400,042 717,325,788 667,934,866 1,055,602,837 1,004,092,626 Accounts receivable due from related parties, current Inventories Other assets Current tax assets Total current assets NON-CURRENT ASSETS: Financial assets Other non-financial assets Trade and other receivables, non-current Total non-current assets Total assets 76 2011 TH$ Other current financial liabilities 28,360,980 22,425,242 Trade and other payables 97,168,460 61,794,615 516,275 390,110 28,815,689 25,974,032 1,194,703 4,171,603 12,369,343 11,333,132 5,413,765 4,942,596 173,839,215 131,031,330 187,141,240 149,676,759 Other provisions 64,792,902 98,728,870 Deferred tax liabilities 63,374,392 47,926,740 423,042 362,232 Total non-current liabilities 315,731,576 296,694,601 Total liabilities 489,570,791 427,725,931 239,852,287 213,772,622 469,968 269,894 Retained earnings 87,687,140 119,010,946 Other reserves 99,945,656 99,955,155 Equity attributable to owners of the parent 427,955,051 433,008,617 Non-controlling interest 138,076,995 143,358,078 Total equity 566,032,046 576,366,695 1,055,602,837 1,004,092,626 LIABILITIES AND SHAREHOLDER’S EQUITY CURRENT LIABILITIES Accounts payable due to related parties Other current provisions Current tax payable Provisions for employee benefits, current Other non-financial liabilities Total current liabilities NON-CURRENT LIABILITIES Financial liabilities Accounts payable due to related parties Provisions for employee benefits, non-current SHAREHOLDERS' EQUITY Share capital Share premium Total liabilities and equity 77 Consolidated Financial Statements / Inversiones La Construcción S.A. 2012 TH$ Inversiones La Construcción S.A. Consolidated Comprehensive Income Statements as of December 31st of 2012 and 2011 CONSOLIDATED INCOME STATEMENT 2012 TH$ 2011 TH$ Revenues from operations 678,055,205 664,281,078 Cost of sales (432,186,836) (426,430,781) Gross profit 245,868,369 237,850,297 Other income 1,754,509 1,285,412 (128,005,008) (112,415,946) (325,278) (1,233,639) 1,357,297 649,553 Financial income 27,992,513 9,182,931 Financial expenses (11,969,993) (11,028,625) 4,416,043 3,335,264 (120,092) 302,758 (2,847,583) (2,873,204) 138,120,777 125,054,801 (31,177,983) (23,273,412) - - 106,942,794 101,781,389 Income attributable to owners of the parent 83,031,193 81,570,269 Income attributable to non-controlling interests 23,911,601 20,211,120 106,942,794 101,781,389 Income per share 0.83 2.73 Basic income per share from continued operations 0.83 2.73 Administrative expenses Other expenses Other gains Share of profit (loss) of affiliates accounted for using the equity method Foreign currency exchange gain (loss) Gain (loss) from inflation indexed unit Income before taxes Income taxes Income from continuing operations Income Income 78 2011 TH$ Income 106,942,794 101,781,389 Total comprehensive income 106,942,794 101,781,389 83,031,193 81,570,269 STATEMENTS OF COMPREHENSIVE INCOME Total comprehensive income attributable to: Owners of the parent Non-controlling interests Total comprehensive income 23,911,601 20,211,120 106,942,794 101,781,389 79 Consolidated Financial Statements / Inversiones La Construcción S.A. 2012 TH$ Inversiones la Construcción S.A. Consolidated Changes in Net Equity Statements as of December 31st of 2012 and 2011 STATEMENT OF CHANGES IN EQUITY Opening balance as of 01-01-2012 SHARE CAPITAL TH$ SHARE PREMIUM TH$ FUTURE CAPITAL INCREASES TH$ RESERVE FOR SUBSIDIARIES AND AFFILIATES TH$ 213,772,622 269,894 - - - - - Opening balance restated 213,772,622 269,894 - - Issuance of share capital 26,079,665 200,074 - - Dividends paid - - - - Income for the period - - - - Reduction due to changes in shareholding of subsidiaries - - - - Other adjustments - - - - Total changes in equity 26,079,665 200,074 - - Final balance as of 2012 239,852,287 469,968 - - FUTURE CAPITAL INCREASES TH$ RESERVE FOR SUBSIDIARIES AND AFFILIATES TH$ COMPREHENSIVE INCOME: Other comprehensive income SHARE CAPITAL TH$ SHARE PREMIUM TH$ 213,772,622 269,894 Restatement adjustments - - - - Opening balance restated 213,772,622 269,894 - - Dividends paid - - - - Income for the period - - - - Increase (decrease) due to transfers and others - - - - Total changes in equity - - - - 213,772,622 269,894 - - STATEMENT OF CHANGES IN EQUITY Opening balance as of 01-01-2011 COMPREHENSIVE INCOME: Final balance as of 2011 80 OTHER RESERVES TH$ TOTAL OTHER RESERVES TH$ RETAINED EARNINGS TH$ 99,955,155 99,955,155 119,010,946 433,008,617 143,358,078 576,366,695 - - - - - - 99,955,155 99,955,155 119,010,946 433,008,617 143,358,078 576,366,695 - - - 26,279,739 - 26,279,739 - - (114,323,919) (114,323,919) (18,213,567) (132,537,486) - - 83,031,193 83,031,193 23,911,601 106,942,794 - - - - (10,251,866) (10,251,866) (9,499) (9,499) (31,080) (40,579) (727,251) (767,830) (9,499) (9,499) (31,323,806) (5,053,566) (5,281,083) (10,334,649) 99,945,656 99,945,656 87,687,140 427,955,051 138,076,995 566,032,046 OTHER RESERVES TH$ TOTAL OTHER RESERVES TH$ RETAINED EARNINGS TH$ EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT TH$ NON-CONTROLLING INTEREST TH$ TOTAL EQUITY TH$ 94,165,520 94,165,520 88,207,217 396,415,253 126,737,377 523,152,630 - - - - - - 94,165,520 94,165,520 88,207,217 396,415,253 126,737,377 523,152,630 - - (44,791,145) (44,791,145) - (44,791,145) - - 81,570,269 81,570,269 20,211,120 101,781,389 5,789,635 5,789,635 (5,975,395) (185,760) (3,590,419) (3,776,179) 5,789,635 5,789,635 30,803,729 36,593,364 16,620,701 53,214,065 99,955,155 99,955,155 119,010,946 433,008,617 143,358,078 576,366,695 NON-CONTROLLING INTEREST TH$ TOTAL EQUITY M$ Consolidated Financial Statements / Inversiones La Construcción S.A. 81 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT TH$ Inversiones la Construcción S.A. Consolidated Cash Flow Statement as of December 31st of 2012 and 2011 CASH FLOW STATEMENT 2012 TH$ 2011 TH$ CASH FLOW FROM OPERATING ACTIVITIES: Proceeds from sale of services 721,084,687 683,180,188 Proceeds from royalties, deposits, fees and other revenue 31,771,260 32,585,161 Other proceeds from operating activities 99,724,376 112,173,987 (166,297,197) (144,653,342) (90,668,385) (84,621,126) (368,597,732) (352,097,794) (89,444,743) (95,642,374) 3,145,350 4,140,693 (570,340) (483,422) 5,529,637 2,981,793 Income taxes (paid) (33,347,365) (33,396,325) Other cash inflows (outflows) (15,621,719) 634,238 Net cash provided by operating activities 96,707,829 124,801,677 - 188,955 (51,049) (107,950) (4,046,595) (6,616,300) Proceeds from the sale of other entities' equity and other financial instruments 171,568,676 112,111,560 Other payments to acquire other entities' equity and other financial instruments (161,554,118) (109,051,511) 2,988,517 1,622,937 (23,981,308) (1,500,176) 2,220,947 674,972 (24,322,215) (14,433,065) (646,003) (518,887) (8,507,280) (6,571,486) 18,901 39,463 25,558,025 134,024 1,853,975 (3,417,648) (18,899,527) (27,445,112) Payments to suppliers related to the supply of goods and services Payments to and on behalf of employees Payments for premiums and healthcare services, annuities and other obligations arising from written insurance policies Other payments for operating activities Dividends received Interest paid Interest received CASH FLOWS FROM INVESTMENT ACTIVITIES Cash flows from the loss of control of subsidiaries or other businesses Cash flows used to obtain control of subsidiaries or other businesses Cash flows used to acquire non-controlling interest Proceeds from sale of investments in joint ventures Loans to related parties Proceeds from sale of property, plant, and equipment Acquisitions of property, plant, and equipment Acquisitions of intangible assets Acquisitions of other long-term assets Proceeds from reimbursement of advances and loans to third parties Proceeds from related companies Other cash (outflows) Net cash used in investing activities 82 2011 TH$ CASH FLOW FROM FINANCING ACTIVITIES Proceeds from the issuance of other equity instruments 43,930,771 66,035,687 Proceeds from the issuance of share capital 26,287,154 1,041,445 Proceeds from long-term loans 7,495,873 10,060,527 Proceeds from short-term loans 3,647,898 10,946,868 Proceeds from loans from related parties Repayment of borrowings 1,542,887 (16,239,070) (128,653,080) (2,459,845) (1,241,898) (612,432) (78,248) (108,172,063) (62,388,028) (9,120,601) (8,995,786) (413,768) (325,167) (54,656,083) (112,054,793) 22,152,219 (14,698,228) 7,063 (308,577) Net increase on cash and cash equivalents 22,159,282 (15,006,805) Cash and cash equivalents at the beginning of the period 94,043,237 109,050,042 116,202,519 94,043,237 Payment of finance lease liabilities Repayment of loans to related parties Dividends paid Interest paid Other cash inflows (outflows) Net cash from financing activities Net increase in cash and cash equivalents before exchange rate fluctuations Effect of exchange rate fluctuations on cash and cash equivalents Cash and cash equivalents by the end of the period 83 Consolidated Financial Statements / Inversiones La Construcción S.A. 2012 TH$ Inversiones La Construcción S.A. and Subsidiaries Notes to the Financial Statements December 31, 2012 and 2011 (1) REPORTING ENTITY Inversiones La Construcción S.A. (hereinafter the “Parent” or “ILC”) and its subsidiaries are part of the ILC Group (hereinafter the “Group”). The Company name was changed at the Extraordinary Shareholders’ Meeting of April 16, 2012 from “Sociedad de Inversiones y Servicios La Construcción S.A.” to “Inversiones La Construcción S.A.”. Inversiones La Construcción S.A. is a closely held corporation incorporated as a result of the spin-off of Compañía de Seguros de Crédito La Construcción S.A. which occurred on April 20, 1980. The Parent’s activities take place at No.10 Marchant Pereira floor 17, Providencia, Santiago (Cámara Chilena de la Construcción’s building). The Group is controlled by the Cámara Chilena de la Construcción A.G. (ultimate parent). On July 12, 2011, ILC was recorded under Number 1.081 in the Securities Registry maintained by the Superintendence of Securities and Insurance. It is noted that this recording was made with the sole purpose of issuing publicly offered securities in conformity with Law No.8.045. (2) DESCRIPTION OF BUSINESS The Group focuses its activities in Chile and its business includes retirement and insurance services, healthcare and other segments. Retirement and insurance segment: this includes the management of pension funds as well as the granting and managing of services and benefits established by Decree Law No.3.500 and its subsequent amendments, the administration health premiums and the coverage of disability and survivorship insurance as established by Decree Law No.3.500. Healthcare segment includes healthcare services whether directly or through financing as well as performing similar or complementary activities in conformity with the provisions of Law No.18,893 and complementary information. Other segment, in accordance with its by-laws, ILC’s objective includes the ability to invest in a variety of real estate and transferable securities such as stock, bonds, debentures, deposits and rights in companies, mutual funds, saving and capitalization plans, etc. ILC manages and disposes such investments as well as receives the benefits resulting from them. (3) BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS (a) Statement of Compliance The consolidated financial statements of Inversiones La Construcción S.A. (ILC) and subsidiaries as of December 31, 2012, have been prepared in accordance with the International Financial Reporting Standards (“IFRS”), issued by the International Accounting Standard Board (hereinafter, the “IASB”) and the financial statements of the subsidiary Compañía de Seguros de Vida Cámara have been prepared in accordance with the accounting standards issued by the Chilean Superintendence of Securities and Insurance (SVS) . Beginning on January 1, 2012, insurance companies have began the application of the new accounting criteria established by the SVS and for those matters not dealt with by the standards issued by the SVS they should apply International Financial Reporting Standards (IFRS). Changes in accounting criteria relate, among others, with the following matters: a) standards relative to the presentation of and disclosures in the financial statements; b) insurance reserves other than pension-related reserves; c) classification and measurement of financial investments; d) valuation of real estate investments; e) technical reserves for insurance policies other than life annuities and disability and survivorship insurance. The application of the new accounting criteria has resulted in adjustments on equity accounts of Compañía de Seguros de Vida Cámara S.A. as of December 31, 2012 and will also affect the determination of profit or loss for future years. Likewise, for comparative consolidation purposes, the financial statements as of December 31, 2011 of the subsidiary Compañía de Seguros de Vida Cámara have been restated. The consolidated financial statements were authorized for issue by the Board of Directors on March 25, 2014. (b) Comparative information The dates associated with the convergence to International Financial Reporting Standards (IFRS) affecting the Group, are as follows: year beginning on January 1, 2011 is the date of convergence to International Financial Reporting Standards. These consolidated financial statements include the following comparative information: • Statement of financial position as of December 31, 2011 and 2011. • Statement of comprehensive income for the years ended December 31, 2012 and 2011. • Statement of changes in equity for the years ended December 31, 2012 and 2011. • Statement of cash flows for the years ended December 31, 2012 and 2011. (c) Basis of measurement The consolidated financial statements of ILC and subsidiaries have been prepared on the historical cost basis, except for the following: • Financial instruments classified at fair value through profit or loss are measured at fair value and the effects recognized in profit or loss. • Derivatives are measured at fair value. • Post-employment benefit severance indemnity payments are measured on the basis of actuarial methods. • Liabilities are measured at amortized cost applying the effective interest rate method. 84 85 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries (d) Presentation of the financial statements (i) Consolidated statement of financial position In the consolidated statement of financial position, balances are classified based on their maturity; that is, balances maturing within twelve months or less are classified as current and those maturing after twelve months, as non-current. (ii) Consolidated comprehensive statement of income (iii) Consolidated statements of cash flows (e) Basis of consolidation The consolidated financial statements include the financial statements of ILC and its subsidiaries. Effective control exists when ILC has the power to ILC and its subsidiaries have chosen to present their statements of income classified by function. ILC and its subsidiaries have chosen to present their statements of cash flows using the direct method. govern financial and operating policies of an entity so as to obtain benefits from its activities. Gains or losses from subsidiaries acquired or disposed are included in the consolidated statement of comprehensive income from the effective date of the acquisition and/or the effective date of the disposal, as applicable. Intra-group balances and transactions have been fully eliminated in preparing the consolidated financial statements. The equity value of the share of minority shareholders in the equity and profit or loss of the consolidated companies is stated within Non-controlling interest in the consolidated statement of financial position and Gain attributable to non-controlling interest in the consolidated statement of comprehensive income. Subsidiaries: subsidiaries are entities over which ILC maintains control; control exists when the Company has the power to govern financial and operating policies of an entity so as to obtain benefits from its activities. Generally, control is shown by direct or indirect ownership over more than 50% of an entity’s interest. In addition, the Company also consolidates those entities in which it holds less than 50% interest when their activities are performed for the Group’s benefit and the Group is exposed to most of the risks and rewards of the dependent entity. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. Subsidiaries are consolidated from the moment when control is transferred to the Group and are excluded from consolidation when control ceases. The subsidiaries included in these consolidated financial statements are as follows: TAX ID NUMBER COUNTRY FUNCTIONAL CURRENCY OWNERSHIP PERCENTAGE DIRECT 2012 INDIRECT TOTAL 2011 TOTAL 86 87 96,608,510-K Invesco Internacional S.A. Chile Chilean peso 61.5600 12.4300 73.9900 73.9900 96,834,400-5 Desarrollos Educacionales S.A. Chile Chilean peso 99.9988 0.0000 99.9988 99.9988 98,000,100-8 AFP Habitat S.A. Chile Chilean peso 0.0000 67.4900 67.4900 67.4900 96,941,720-0 Iconstruye S.A. (1) Chile Chilean peso 32.9500 0.0000 32.9500 32.9500 96,856,780-2 Isapre Consalud S.A. Chile Chilean peso 99.9999 0.0000 99.9999 99.9999 99,003,000-6 Compañía de Seguros de Vida Cámara S.A. Chile Chilean peso 99.9999 0.0000 99.9999 99.9999 76,020,458-7 Empresas Red Salud S.A. Chile Chilean peso 89.9900 0.0000 89.9900 80.8200 76,093,446-1 Inversiones Previsionales Dos S.A. Chile Chilean peso 99.9900 0.0000 99.9900 99.9900 76,090,153-9 Inversiones La Construcción Ltda. Chile Chilean peso 99.9900 0.0000 99.9900 99.9900 96,942,400-2 Megasalud S.A. Chile Chilean peso 0.0000 99.9900 99.9900 99.9900 96,885,930-7 Clínica Bicentenario S.A. Chile Chilean peso 0.0000 99.9900 99.9900 99.9900 96,598,850-5 Clínica Iquique S.A. Chile Chilean peso 0.0000 52.1500 52.1500 52.1500 78,053,560-1 Clínica Tabancura S.A. Chile Chilean peso 0.0000 99.9900 99.9900 99.9900 78,040,520-1 Clínica Avansalud S.A. Chile Chilean peso 0.0000 99.9900 99.9900 99.9900 76,123,853-1 Inmobiliaria Clínica S.A. Chile Chilean peso 0.0000 99.9900 99.9900 99.9900 76,110,809-3 Megasalud Oriente Ltda. Chile Chilean peso 1.0000 99.0000 100.0000 100.0000 96,863,530-1 Sociedad Educacional Peñalolén S.A. Chile Chilean peso 0.0030 99.9970 100.0000 100.0000 96,858,860-5 Sociedad Educacional Huechuraba S.A. Chile Chilean peso 0.0020 99.9980 100.0000 100.0000 96,891,540-1 Sociedad Educacional Temuco S.A. Chile Chilean peso 0.0020 99.9980 100.0000 100.0000 96,987,460-1 Sociedad Educacional Puerto Montt S.A. Chile Chilean peso 0.0020 99.9980 100.0000 100.0000 96,946,770-4 Sociedad Educacional Valle Lo Campino S.A. Chile Chilean peso 0.0020 99.9980 100.0000 100.0000 96,980,350-K Sociedad Educacional Ciudad del Este S.A. Chile Chilean peso 0.0020 99.9980 100.0000 100.0000 99,558,380-1 Sociedad Educacional Lo Aguirre S.A. Chile Chilean peso 0.1000 99.9000 100.0000 100.0000 76,895,340-6 Sociedad Educacional Curauma S.A. Chile Chilean peso 0.1000 99.9000 100.0000 100.0000 76,899,160-K (*) COMPANY Chile Chilean peso 0.1000 99.9000 100.0000 100.0000 76,066,282-8 Gestión Educativa S.A. Sociedad Educacional Chicureo S.A. Chile Chilean peso 0.0000 100.0000 100.0000 100.0000 96,841,470-4 Inmobiliaria Tierra Fértil S.A. Chile Chilean peso 0.0200 99.9800 100.0000 100.0000 76,081,583-7 Sociedad Educacional Machalí S.A. Chile Chilean peso 0.0000 100.0000 100.0000 100.0000 Iconstruye S.A is considered to be part of the Group because ILC maintains control over more than half of the voting rights and thus elects Iconstruye S.A.’s Board of Directors and also has control of management. (f) Basis of translation Assets and liabilities in United States dollars (US$) and Unidades de Fomento (UF: an inflation-indexed monetary unit commonly used in Chile) have been translated to Chilean pesos (the presentation currency, CLP) at the exchange rates at each reporting date as follows: PERIOD US$ UF December 31, 2011 519.20 22,294.03 December 31, 2012 479.96 22,840.75 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries (g) Functional currency The financial statements of each company included in these consolidated financial statements are presented in the currency of the main country in which the companies operate (the “functional currency”). The functional currency of the Chilean companies is the Chilean peso. For purposes of the consolidated financial statements, the profit or loss and financial position of each company are expressed in Chilean pesos, which is the functional currency of the Parent and of the Group and the presentation currency of the consolidated financial statements. In preparing the financial statements of subsidiaries, transactions in currencies other than the Group’s functional currency (i.e. foreign currency) are translated at the applicable exchange rates at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated into the functional currency at the exchange rate at that date. For purpose of presenting the consolidated financial statements, the financial statements of subsidiaries whose functional currency is not the Chilean peso, have been translated into Chilean pesos in conformity with the provisions of IAS 21, which calls for translating assets and liabilities at the applicable exchange rate the closing of the period, and revenues and expenses at average monthly exchange rates. (4) SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied in preparing these consolidated financial statements. These policies have been defined considering IFRSs currently in force as of January 1, 2011 and their subsequent amendments and have been applied consistently to all periods presented in these consolidated financial statements. (a) Financial assets (i) Recognition and measurement Financial assets are initially recognized at fair value plus transaction costs directly attributable to their acquisition or issue. (ii) Classification A financial asset is initially classified as measured at amortized cost or fair value. A financial asset shall be measured at amortized cost if the following conditions are met: • The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and • The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and interest. If a financial asset does not meet these conditions it is measured at fair value. ILC and its subsidiaries assess their investment model at the portfolio level as it is a more accurate reflection of the manner in which the business is managed and the information is provided to their Board of Directors. Financial assets held for trading are held within a business model whose objective is to hold assets in order to collect contractual cash flows. ILC has measured certain financial assets at fair value through profit or loss as such measurement eliminates or significantly reduces the accounting mismatch that could otherwise arise. (iii) Derecognition ILC derecognizes a financial asset in its statement of financial position when the contractual rights to the cash flows from the financial asset expire, or when it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which all the risks and rewards of ownership of the financial asset are transferred. Any interest in the transferred financial asset that is created or retained by ILC is recognized as a separate asset. On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset transferred) and the sum of (i) the consideration received (including any new asset obtained less any new liability assumed) and (ii) any cumulative gain and loss that had been recognized in other comprehensive income is recognized in profit for the year. (iv) Offsetting Financial assets are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the recognized amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. (v) Amortized cost measurement The amortized cost of a financial asset recognized is the amount at which the financial asset is measured at initial recognition, minus capital reimbursements, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount recognized and the reimbursement value, minus any reduction for impairment. (vi) Fair value measurement Fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction. ILC measures an instrument using quoted prices in an active market for that instrument. A market is regarded as active if quoted prices are readily and regularly available and represent actual and regularly occurring market transactions on an arm’s length basis. If a market for a financial instrument is not active, ILC establishes fair value using a valuation technique. Valuation techniques include using recent arm’s length transactions between knowledgeable, willing parties (if available), reference to the current fair value of other instruments that are substantially the same, discounted cash flow analysis and option pricing models. ILC incorporates all factors that market participants would consider in setting a price, and that are consistent with accepted economic methodologies for pricing financial instruments. (vii)Identification and measurement of impairment ILC assesses regularly whether there is objective evidence that financial assets that are not carried at fair value through profit or loss are impaired, except loans and advances to customers. Financial assets are impaired when objective evidence demonstrates that a loss event has occurred after the initial recognition of the asset, and that the loss event has an impact on the future cash flows of the asset that can be estimated reliably.. (viii) Investments and other financial assets Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, investments held-to-maturity and financial assets available for sale, as applicable. Upon initial recognition financial instruments are measured at fair value plus (in the case of investments not at fair value through profit or loss) any directly attributable transaction costs. ILC analyzes whether a contract contains an embedded derivative when it becomes a party to the contract. Embedded derivatives are separated from the host contract and are not measured at fair value through profit or loss, when the analysis shows that the economic characteristics and risks of the host contract and the risks of the embedded derivative are not closely related. 88 89 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries • Effective interest method The effective interest method corresponds to the method used to estimate the amortized cost of a financial asset and the allocation of interest income during the period. The effective interest rate is the rate that exactly discounts future estimated cash flows receivable (including all charges on amounts paid or received that form an integral part of the effective interest rate, transaction cost and other credits or discounts), during the expected life of the financial asset. All ILC and its subsidiaries’ long-term bank and financial liabilities are recorded under the effective interest method. The Group determines the classification of financial assets after initial recognition and, when allowed and appropriate, reassesses the designation at the end of each financial year. All regular purchases and sales of financial assets are recorded at the date of the transaction, which is the date in which the Group commits to acquire the asset. Regular purchases or sales are those that require the delivery of the asset within the period established by regulations or market convention. The classifications of investments used by the Group are as follows: • Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are those investments made with the objective of generating short-term profits due to price variations, and are classified at fair value through profit or loss and presented as current assets. All financial assets within this category are recorded at fair value which is obtained using observable market data and charged against realized or unrealized gains or losses from changes in fair value at each year-end. Observable market data are obtained using price bands generated on a daily basis by the Superintendence of Pensions and/or deposit values reported on a daily basis by mutual funds and the implicit interest rates for long-term deposits, as applicable. • Investments held-to-maturity Investments held-to-maturity are those non-derivative financial assets with fixed or determinable payments and fixed maturities for which the Group has the positive intent and ability to hold to maturity. Subsequent to initial recognition, financial investments held-to-maturity are measured at their amortized cost. Such cost is calculated as the amount initially recognized less principal prepayments, plus or less accumulated amortization under the effective interest method of any difference between the amount initially recognized and the amount at maturity less any provision for impairment. This estimate includes all commissions and “credits” paid or received between the parties that are an integral part of the effective interest rate, transaction costs and all premiums and discounts. Gains or losses are recorded in profit or loss when investments are derecognized or impaired, as well as through the amortization process. • Financial investments available for sale Available-for-sale financial assets are non-derivative financial assets that are designated as available for sale or are not classified in any of the above categories of financial assets. These investments are recorded at fair value when they can be estimated reliably. Subsequent to initial recognition, financial assets available for sale are measured at fair value with any unrealized gains or losses recognized directly in equity within the reserve for unrealized gains. When the investment is disposed of, accumulated gains or losses previously recognized in equity are reclassified to profit or loss. Interest earned or paid for the investment is reported as interest income or expense using the effective interest method. Dividends earned are recognized in profit or loss as Dividends received when the right to the payments has been established. As of December 31, 2012 and 2011, there are no financial assets classified as available for sale. • Impairment of financial assets A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss events had an impact on the estimated future cash flows of that asset. • Trade and other receivables and accounts receivable due from related parties Trade and other receivables and accounts receivable due from related parties are recorded at amortized cost, which corresponds to the initial market value less principal repayments plus interest accrued but not received. Investments in debt securities associated with the subsidiary Compañía de Seguros de Vida Cámara S.A. have been measured according to the following criteria: Promissory notes of Banco Central de Chile, bank bonds and corporate bonds issued by companies registered with the Securities Registry of the Superintendence of Securities and Insurance, at their market value at each year-end. (b) Use of estimates and judgments Preparation of these consolidated financial statements has required the use of certain estimates made by the management of ILC to estimate some of the recorded assets, liabilities, revenues and expenses and commitments. Such estimates are based on the Group management’s best knowledge and belief regarding the amounts, actions or events and relate mainly to the following: (i) Impairment of assets The Group reviews the carrying amount of assets subject to impairment to determine whether there is any indication that the carrying amount could not be recoverable. If such an indication exists, the recoverable amount of the asset is estimated to determine the extent of impairment. In assessing impairment, those assets not generating cash inflows independent of the cash inflows of other assets are grouped in the Cash Generating Unit (CGU) to which the asset belongs. The recoverable amount of these assets or CGUs is measured as the higher of their fair value or carrying amount. Management necessarily applies judgment in grouping assets not generating independent cash inflows as well as in the cash flow estimate, periodicity and amounts underlying the estimate. Subsequent changes in the grouping of the CGUs or periodicity of cash inflows could affect the carrying amount of the assets. (ii) Useful lives of property, plant and equipment ILC’s management determines the useful lives and depreciation charges of property, plant and equipment. This estimate is based on the projected life cycles of products within their segment. The Group reviews the estimated useful lives of property, plant and equipment at each annual reporting date. (iii) Fair value of derivatives and other financial instruments The fair value of financial instruments not quoted in an active market is determined using valuation techniques. The Group applies judgment to select a variety of methods and makes assumptions mainly on the basis of market conditions existing at the reporting date. For derivative instruments, assumptions made are based on quoted market rates adjusted for the specific features of the instrument. Other financial instruments are measured using an analysis of discounted cash flows based on assumptions supported, when possible, by observed prices or market rates. (iv) Criteria used to estimate the net realizable value of inventories The input used to estimate the net realizable value is mainly the estimated sale price of inventories. (v) Criteria used for the actuarial estimate of employee liabilities Liabilities for contractual employee benefits are measured using an actuarial estimate that considers mainly personnel turnover due to retirement, mortality and disability rates, actual salary increase and survivors’ rates, permanence to age of retirement. 90 91 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries • Investments in debt securities (vi) Probability of occurrence and amount of uncertain or contingent liabilities Estimates have been made considering the information available at the date of issuance of these consolidated financial statements; however, future events could make it necessary to modify these contingent liabilities in future periods (prospectively as a change in accounting estimate). (c) Equity accounted investees Investments in entities over which ILC and its subsidiaries maintain joint control with other companies or those in which they have significant influence are accounted for under the equity method. In general, significant influence is presumed to exist when the Group holds an ownership exceeding 20%. The equity method consists of recording the ownership percentage maintained by ILC and subsidiaries in the equity of the issuer. If the resulting amount is negative, the investment is recorded at zero unless the Group is committed to support the equity situation of the issuer, in which case a related provision for risks and expenses is recorded. Dividends received from these entities are recorded, reducing the amount of the investments, and the equity in the profit of each investee is recorded, net of its tax effect, within Share of profit of equity accounted investees in the statement of income. (d) Offsetting of balances and transactions As a general standard, assets and liabilities and revenues and expenses are not offset in the financial statements, except when the offsetting is required or allowed by a standard and the presentation reflects the substance of the transaction. Those revenues or expenses arising from transactions that, contractually or by requirement of a legal standard, can be offset by ILC and subsidiaries, that is that can be settled for their net amount or in which the asset can be realized and the liability paid simultaneously, are stated net in profit or loss. (e) Property, plant and equipment Property, plant and equipment costs include the acquisition costs plus all costs directly attributable to bringing the asset to its working condition and location. Additionally, financing costs directly attributable to the acquisition or construction of assets that require a substantial time period to be ready for use or sale are also considered as part of property, plant and equipment costs. Items included within property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Repair, preservation and maintenance expenses are expensed as incurred. Some of the property, plant and equipment of ILC and its subsidiaries require periodical reviews. Accordingly, replaced items are recognized separately from the rest of the asset and at a level of disaggregation that allows amortizing them over the average period from the current and the following repair. Costs related to asset extension, upgrade or improvement that represent an increase in the productivity, capacity or efficiency of the assets or an increase in their useful life, are capitalized as an increase in the value of the assets. Property, plant and equipment include investments in assets acquired under financing lease agreements. These assets do not legally belong to the Group as it has not exercised its purchase option, if applicable. Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss. (f) Investment property Investment property corresponds to real estate held to earn rental income, appreciation or both, or for their lease. Investment property is measured at cost less accumulated depreciation and impairment losses. As of January 1, 2010, the cost of investment property includes the remeasured value at that date. Subsequently, investment property is recognized 92 Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each item of investment property. This is the method that better reflects the pattern of consumption of the assets. The depreciation and economic useful lives of investment property reviewed annually and adjusted, as necessary. Rental income from the lease of investment property is recognized within Other investment gains (losses) in the statement of income on a straight-line basis over the lease term. The property, plant and equipment of ILC and subsidiaries include the interest cost incurred for constructing and/or acquiring the assets. Such cost is capitalized until the moment the related assets are ready for use. The amount of capitalized financing is determined using the interest rate of the related credits. (g) Depreciation Items of property, plant and its equipment are depreciated on a straight-line basis by allocating the acquisition cost of the assets less their estimated residual value based on the estimated useful lives of the items. The main items of property, plant and equipment and their useful lives are as follows: USEFUL LIFE RANGE IN YEARS Buildings 20-80 Plant and equipment 3-10 Information technology equipment Fixed facilities and accessories Vehicles 2-5 10-20 3-5 Improvements to leased assets: Facilities (*) 2-5 (*) Or the term of the agreement, whichever is lower. The useful lives and residual values of items of property, plant and equipment are revised annually and depreciations commences when they are ready for use. Land is recorded separately from the buildings or facilities built on them and deemed to have an indefinite useful life; accordingly, land is not depreciated. The Group assesses at least annually whether there are any indicators of impairment in its items of property, plant and equipment. Reversals of impairment losses are recorded in profit or loss or equity, as applicable. Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries at acquisition cost. 93 (h) Intangible assets Intangible assets relating to software, trademarks and the portfolio of AFP Hábitat S.A., have been acquired separately and are measured at cost on initial recognition. The cost of intangible assets acquired in business combinations is their fair value at the date of acquisition. Subsequent to initial recognition, intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. The useful lives of intangible assets are defined as definite or indefinite. For intangible assets with indefinite useful lives, impairment testing is conducted individually or at the cash generating unit (CGU) level. Intangible assets with definite useful lives are amortized over their economic useful life and are assessed for impairment whenever impairment indicators exist. The amortization period and method for intangible assets with definite useful lives are assessed at least at each reporting date. Expected changes in the useful life are recognized as changes in the amortization period or method, as applicable, and treated as a change in accounting estimates. The amortization expense for intangible assets with definite useful lives is recognized in profit or loss within the expense category consistent with the function of the intangible asset. (i) Available-for-sale assets and discontinued operations Non-current assets are classified as available-for-sale assets if it is highly probable that they will be recovered primarily through sale o distribution rather than through continuing use. This condition is considered to be met only when a sale is highly probable and the asset is available for immediate sale in their current conditions. The sale will presumably be completed in term of one year from the classification date. These assets are measured at the lower of carrying amount and fair value. (j) Impairment ILC and subsidiaries use the following criteria to assess impairment, if any: Financial assets A financial asset is impaired if objective evidence indicates that a loss event has occurred after initial recognition of the assets and that the loss event had a negative effect on the estimated future cash flows of that asset which can be estimated reliably. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Financial assets, continued An impairment loss for a financial asset available for sale is estimated based on its fair value. All impairment losses are recognized in profit or loss. Any accumulated impairment loss relating to a financial asset available for sale which had been previously recognized in equity is reclassified to profit or loss when impairment indicators exist. At each reporting date, ILC and its subsidiaries assess whether there are any indicators that an asset could be impaired. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell and is determined for individual assets unless assets do not generate cash inflows clearly independent of the cash inflows of other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered to be impaired and is reduced to its recoverable amount. Impairment losses from continuing operations are recognized in the statement of income within the expenses categories related to the function of the impaired asset, except for previously reassessed property in which case the reassessment was previously recorded in equity. In this case impairment is recognized in equity up to the amount of any previous reassessment. For non-financial assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. If any such indicator exists, ILC and its subsidiaries estimate the recoverable amount. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. If so, the carrying amount of the asset is increased to its recoverable amount. Such amount cannot not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. The following criteria are also applied in assessing impairment of specific assets: (i) Goodwill Goodwill arising from consolidation represents the excess of the acquisition cost over the Group’s interest in the fair value of its assets and liabilities (including the identifiable contingent liabilities of a subsidiary on the date of acquisition). The impairment of goodwill is determined by assessing the recoverable amount of the cash generating unit to which such goodwill relates. When the recoverable amount of the cash generating unit is lower than the carrying amount of the cash generating unit to which goodwill has been allocated, an impairment loss is recognized. Impairment losses in relation to goodwill cannot be reversed in future periods. Goodwill is tested annually for impairment. (ii) Inventories In general, inventories relate to medical materials and supplies that are used during the course of operating activities. The cost of inventories is adjusted when it exceeds their net realizable value. (iii) Intangible assets with indefinite useful lives Intangible assets with indefinite useful lives are tested annually for impairment. As of December 31, 2012 and 2011, these assets and goodwill were tested for impairment and the Group did not identify any impairment to be recorded. (iv) Investments in associates Subsequent to applying the equity method, ILC determines whether it is necessary to recognize any additional impairment loss for its investment in associates. At each reporting date, ILC and its subsidiaries determine whether there is indication that the investment in an associate is impaired. (k) Trade receivables Trade receivables are initially recognized at fair value and subsequently at amortized cost using the effective interest method, less an allowance for impairment losses. A provision for impairment losses on trade receivables is recognized when there is evidence that ILC and its subsidiaries will not be able to recover all the indebted balances. The allowance is recorded in profit or loss. (l) Inventories Los inventarios de insumos médicos, materiales clínicos, fármacos y otros materiales se encuentran valorados al menor valor entre el costo de adquisición y el valor neto de realización. 94 95 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries El costo de las existencias comprende todos los costos relacionados con la adquisición, traslado, distribución y otros costos necesarios en los que se haya incurrido para darles su condición y ubicación en tiendas y bodegas de estas mismas. El cálculo del costo unitario se basa en el método “precio medio ponderado”. (m)Revenue recognition Revenue is recognized when it is probable that the economic benefits that will flow to ILC can be measured reliably. The following specific revenue recognition criteria must be met before recognizing revenue. i) Revenue from services Revenue from services rendered is recognized in profit or loss in proportion to the stage of completion at the reporting date, provided that the result of the transaction can be estimated reliably. (ii) Interest income Interest income is recognized as it accrues in profit or loss based on the capital balance pending payment and the applicable interest rate. (iii) Real estate lease revenue Revenues from building leasing are recognized once the service has been rendered. (iv) Investment dividends Revenues from investments are recognized when the right to receive the payment has been established. (v) Revenue from insurance premiums Revenues from insurance premiums correspond to the disability and survivorship insurance managed by the subsidiary Compañía de Seguros de Vida Cámara S.A (vi) Revenue from pension plan businesses These include the commissions earned for the management of pension funds, which are accrued and recognized in profit or loss based on the retirement contributions credited in the individual accounts of its members as stated in Circular No. 1.540 of the Superintendence of Pensions. The above-mentioned standard does not generate any significant distortions with the criteria established by IAS 18. Revenue related to the rendering of other services is charged to profit or loss when the services are rendered by the manager. Revenue related to the profitability of the reserve is charged to profit or loss based on the variations in the deposit values of pension funds managed. Revenue for the disability and survivorship coverage is recorded over the life of the contract based on rates contractually established with the insurance companies per the contracts agreed as of June 30, 2009. (vii)Revenue from educational business Revenue from enrollment and tuitions is recognized on the basis of the accrual of the school year. (n) Other non-financial assets Correspond to the application of the effective interest rate method to the commissions earned by the subsidiary Isapre Consalud S.A on certain products, which in accordance with IFRS are discounted at the effective interest rate and therefore recognized at maturity. Furthermore, the additional requirements of IAS 39 in respect of the identification of losses relating the up-to-date portfolio (impairment incurred, but not reported – AG 90) and the requirement of making adjustments to the historical loss rates under current market conditions (AG 91) have been applied. (o) Trade and other payables Trade and other payables include obligations of ILC and its subsidiaries related to current operations arising from past events, at the maturity of which 96 The obligations considered under this caption are measured at amortized cost. (p) Other current non-financial liabilities This line item mainly records those unearned income from tuitions, contributions and joining fees, which differ in the item life term of the right. Loans and similar financial liabilities are initially recognized at their fair value, net of transaction costs. They are subsequently valued at their amortized cost and any differences between the funds obtained (net of the costs necessary for them to be obtained) and the reimbursement value, are recognized in the statement of income during the life of the debt in accordance with the effective interest rate method. Financial obligations are classified as current liabilities unless the Group has an unconditional right to defer its settlement during at least twelve months after the latest reporting date. (q) Provisions ILC’s current legal or constructive obligations existing at the reporting date which result from past events may generate probable equity damages for ILC, and whose amount and timing of settlement are uncertain are recorded in the statement of financial position as provisions based on ILC’s current estimate of the most likely amount to be disbursed when settling the obligation. Provisions are quantified based on the best information available on the date the financial statements are issued in respect to the consequences of the events that cause them and are re-estimated at each subsequent reporting date. In general, provisions are determined based on the historical data of ILC and its subsidiaries. Provisions and contingent liabilities Provisions are liabilities whose amount or timing is uncertain. These provisions are recognized in the statement of financial position when the following requirements are met: • The liability relates to a present obligation arising from a past event and, • At the date of the financial statements it is probable that an outflow of resources from the Group will be required to settle the obligation and the amount of these resources can be measured reliably. A contingent asset or liability is an obligation from past events whose existence will only be confirmed if one or more future uncertain events occur • which are not under the control of the ILC. 97 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries and in order to pay them, the Group expects to dispose of resources that include economic benefits. (r) Provisions for employee benefits ILC and its subsidiaries have provisioned the cost of vacations and other employee benefits on an accrued basis. These benefits are accounted for as expenses at the moment in which the obligation is incurred from the underlying service received. Some subsidiaries have recorded a provision to cover post-employment benefits for unlimited severance indemnity payments, in accordance with collective and/or individual agreements subscribed with their employees, which is recorded at actuarial value. The positive or negative effect on the indemnities derived from changes in estimates (turnover, mortality, retirement rates, etc.) is directly recorded in profit or loss. (s) Provisions for credit risk The provisions to cover asset loss risks have been recorded in accordance with IAS 39, which considers the estimate of losses incurred. (t) Statement of cash flows For the purposes of the preparation of the statement of cash flows, ILC and its subsidiaries have established the following parameters: Cash and cash equivalents comprise cash, balances in bank current accounts, time deposits in credit entities and any other short-term, highly liquid investments with maturities of three months or less. • Operating activities are the principal revenue-producing activities of the Group and other activities that are not investing or financing activities. • Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents. • Financing activities are activities that result in changes in the size and composition of the contributed equity and liabilities of the Group. (t) Current and deferred income taxes The Group accounts for income taxes based on the net taxable income determined in conformity with the standards established in the Income Tax Law in Chile. Deferred taxes originated by temporary differences and other events that create differences between the accounting and tax base of assets and liabilities are recorded in accordance with the standards established in IAS 12 “Income Taxes”. The income tax result for the period is determined as the sum of the current taxes of the different subsidiaries and taxes resulting from the application of the relevant tax rate over the taxable base of the period (once the applicable tax deductions have been applied) plus any variations in deferred tax assets, liabilities and tax credits. The differences between the carrying amount of assets and liabilities and their tax base generate the deferred tax assets and liabilities balances, which are calculated by using tax rates enacted or substantially enacted when the assets and liabilities are expected to be realized. Current tax and the variations in deferred taxes are recorded in profit or loss or in the line item Income tax income (expense) or in the line item Equity in the statement of financial position, depending on where the gains or losses to which it relates were recorded, except for assets or liabilities arising from business combinations. Deferred tax assets and tax credits are only recognized when it is probable that there will be future tax gains sufficient for recovering any temporary difference in deductions and using tax credits. A deferred tax liability is recognized for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of purchased goodwill and those whose origin is determined by the valuation of investments in subsidiaries, associates and interests in joint ventures where the Group can control the timing of their reversal and it is probable that the temporary difference will not be reversed in the foreseeable future. (u) Dividends Interim and final dividends are recorded as a valuation of “Total Equity” upon their approval by the corresponding entity, which in the first instance is the Board of Directors of each company and in the second instance is the Shareholders of each company at the Ordinary General Shareholders’ Meeting. (v) Finance costs (of non-financial activities) Interest income and expenses are recognized on the basis of the accrued period and the effective interest rate over the outstanding balance. (w)Finance leases The Group’s policy provides that when the lessor substantially transfers all the risks and rewards of ownership of the asset to the lessee, the ownership of the asset, in this case, may or may not be transferred. When ILC and its subsidiaries act as the lessee of an asset subject to a finance lease, the cost of the leased assets are presented in the consolidated statement of financial position, as per the nature of the asset subject to the agreement and, simultaneously, a liability is recorded in the statement of financial position for the same amount. Such amount will be the lower of the fair value of the leased asset or the sum of the present values of the amounts payable to the lessor plus, the exercise price of the purchase option. These assets are amortized with criteria similar to the ones applied to property, plant and equipment or over the lease term, when this is shorter. Finance costs derived from the financial update of the recorded liability are charged to the caption Finance costs in the consolidated statement of comprehensive income. (y) Operating leases Leases where the ownership of the leased asset and substantially all the risks and rewards of the asset remain with the lessor are classified as operating leases. Income or expenses from lease agreements are recognized in the line item Other income or Other expenses of the profit or loss account, as incurred. (z) Segment reporting The Group presents segment reporting based on the financial information made available to the key decision-makers in respect of matters such as profitability measurement and investment allocation. (aa)Earnings (losses) per share Basic earnings per share is calculated by dividing the net profit (loss) of the period attributable to ILC by the weighted average number of ordinary shares outstanding during the period, without including the average number of shares of ILC owned by any of the subsidiaries, if this was the case. As of December 31, 2011, earnings per share were determined on the basis of 37,031,553 subscribed and fully-paid shares. 98 99 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries As of December 31, 2012, earnings per share were determined on the basis of 100,000,000 subscribed and fully-paid shares as a result of the exchange of shares of June 2012 (two point six new shares per each old share) and the capital increase of July 2012 (bb)Technical reserves of the subsidiary Compañía De Seguros De Vida Cámara S.A. Technical reserves have been accrued on the basis of the calculation method in the General Standard No.318 issued by the Superintendence of Securities and Insurance. Such standard requires that insurance companies operating disability and survivorship insurance calculate the technical reserve in accordance with General Standard No.243 of 2009 and its amendments in General Standard No.319 of 2011. (cc)Pension reserve of the subsidiary Administradora Fondos De Pensiones Hábitat S.A. With the purpose of guaranteeing a minimum profitability of the pension funds referred to in Article No.37 of D.L. No.3.500 of 1980 and in conformity with Article No.40 of the same legal instrument, the Manager must maintain an asset called “Reserve” for each type of fund it manages equivalent to 1% of the value of each such pension fund, which shall be invested in deposits. This investment will be valued multiplying the number of equivalent deposits per fund at their closing value on the day the information must be provided. (dd)Standards and interpretations of IFRS (i) Standards and interpretations effective beginning on January 1, 2012: The following new Standards and Interpretations have been adopted in these financial statements. The application of these standards has not had a significant impact on the amounts reported in these financial statements; however, the standards might affect the accounting for future transactions or agreements. (ii) The following new standards and Interpretations have been issued but their effective date is still not in force: NEW IFRS IFRS 9, Financial Instruments Annual periods beginning on or after January 1, 2013 IFRS 10, Consolidated Financial Statements Annual periods beginning on or after January 1, 2013 IFRS 11, Joint Arrangements Annual periods beginning on or after January 1, 2013 IFRS 12, Disclosure of Interests in Other Entities Annual periods beginning on or after January 1, 2013 IFRS 13, Fair Value Measurement Annual periods beginning on or after January 1, 2013 AMENDMENTS TO IFRS MANDATORY APPLICATION FOR MANDATORY APPLICATION FOR Mandatory application for Annual periods beginning on or after July 1, 2012 NIC 12, Impuestos diferidos - Recuperación del Activo Subyacente Annual periods beginning on or after January 1, 2012 NIC 19, Beneficios a los empleados (2011) Annual periods beginning on or after January 1, 2013 IAS 27 Estados Financieros Separados Annual periods beginning on or after July 1, 2013 IAS 38 Inversiones en Asociados y Negocios Conjuntos. Annual periods beginning on or after July 1, 2013 IFRS 7, Exposición – compensación de activos y pasivos financieros. Annual periods beginning on or after July 1, 2013 Management is evaluating the future impact of the adoption of IFRS 9. In regards to the other abovementioned standards, it is anticipated that they will not have a significant impact on the amounts reported in these financial statements; however, they may affect the accounting for future transactions or agreements. (5) ADMINISTRACIÓN DE RIESGOS ILC is a Company that develops its businesses in the retirement and insurance services, healthcare and other sectors in a decentralized manner. The business decisions of each of these activities are analyzed and materialized by the Management and the Board of Directors of each of the subsidiaries ILC and its subsidiaries operate within an environment of such values as transparency and honesty as fostered by its controlling shareholder Cámara Chilena de la Construcción A.G., which for over seventy years has been a main placer in different corporate and guild association activities in Chile. The main risks to which the Group’s businesses are exposed are regulatory, market, insurance technical, operational, credit and liquidity risks. 5.1Regulatory risk The regulations, standards and stable criteria allow the proper evaluation of projects and the reduction of investment risks; therefore, an adequate follow-up of the evolution of the regulation is relevant. Most of the businesses developed by ILC are regulated by the Superintendence of Securities and Insurance and Superintendence of Pensions and Health, which by means of their own standards aim to watch over the transparency and timely inspection of their regulated entities in several aspects, especially risk management of different natures. (i) Pension fund management business risk The pension system reform of 2008 consolidated the existing pension system with broad support from Congress. This reform implied some changes in the industry’s business such as commencing an auction process for disability and survivorship insurance and the auction process for the new affiliates market. At the same time, the reform established a long-term scenario that minimized the threats of relevant regulatory changes existing prior to such law. (ii) Private health insurer (ISAPREs) risk On December 21, 2011, a bill was filed with the Congress amending the Private Healthcare System incorporating, among others, a Guaranteed Plan (PGS) whose price would be the same for all the beneficiaries of a private health insurer (ISAPRE). This bill will generate an intense discussion as it implies significant changes to the health insurance system. Its application would cause all current ISAPRE beneficiaries to change their current healthcare plan for a new plan structure based on the PGS coverage plus, in some instances, a complementary plan, thus modifying elements such as the pricing, access, captivity, and risk control, among others. Although Consalud has been and continues to be exposed to regulatory changes, its ability to adapt and experience in the sector for almost thirty years allow it to be capable of dealing with future changes and challenges that may be imposed by such regulation. 5.2Operational risk Operational risk is the risk of a direct or indirect loss originated by causes related to the Group’s processes, personnel, technology and infrastructure. ILC and its subsidiaries have policies and internal control procedures that are associated with managing its resources. • The internal audit committee, which is similar to a directors’ committee, periodically reviews the transparency of ILC’s activities and is composed of Internal audit committee two ILC Directors as well as one executive who acts as the controller. The Committee’s main tasks are: (i) supervising the functioning and efficiency of internal control systems, (ii) detecting and analyzing issues that may result in risks for ILC, (iii) reviewing and proposing internal controls, (iv) reviewing internal (Deloitte) and external (KPMG) audit reports, and (v) expressing an opinion on the issues that may generate effects on equity. The committee meets on a monthly basis and regularly reports to our Board of Directors about its activities and work. 100 101 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries taking into account their own risks and the ways to mitigate them. 5.3Market risk (i) Investment committee The Investment Committee of ILC is composed of two directors and some executive officers of the Company and its role is to monitor the proper compliance with the issues established in the investment policy of ILC and the watching over the appropriate speed in investment decision-making. This committee meets regularly and periodically reports to the Board of Directors about its principal decisions and agreements reached. (ii) Interest rate risk Interest rate risk is expressed as the sensitivity of the value of ILC’s financial assets and liabilities when facing fluctuations in market interest rates. (ii) Interest rate risk, continued ILC and its subsidiaries’ financial liabilities correspond to loans from financial entities, finance leases and bonds payable. As of December 31, 2012, practically 100% of these liabilities are structured at fixed interest rates and, accordingly, there is no exposure to the fluctuations of rates in the market. This reflects that the only exposure to these liabilities is the variation of UF, which is mitigated by the fact that the majority of changes in ILC’s revenue correlate to changes in the UF. ILC’s assets subject to interest rate risk include time deposits, fixed income mutual funds and other similar investments. Considering the average annual investment of ThCh$89,938,867 ILC recorded during 2012 with a maturity date of less than one year, a positive or negative variation of 100 basis points in the market interest rate obtained, would have increased or decreased, respectively, income before taxes before taxes by ThCh$899,389, representing 0.7% of the total. (iii) Financial investment profitability risk Financial investment profitability risk relates to changes in the price of the instruments in which ILC invests, which are mainly exposed to the risks of volatility in the local and international financial markets and the variations in exchange and interest rates. ILC and its subsidiaries partially mitigate the effect of violent changes in market conditions by following a policy of diversification. The Parent has an investment policy which has been approved by its Board of Directors and establishes the investment in local debt securities with a rating equal to or higher than A+, considering high liquidity and credit risk good standing considerations. At the subsidiary Compañía de Seguros Vida Cámara, the investment portfolio is based on the policy set by its Board of Directors, which focuses on investments in financial instruments with terms similar to its UF-denominated liabilities and risk ratings equal to or higher than A+. Additionally, Compañía de Seguros Vida Cámara’s investment policy requires that at least 35% of its portfolio is invested in instruments issued by the Central Bank or the Treasury Department. (iii) Financial investment profitability risk, continued Considering a financial investment basis of Ch$166,328,883, a positive or negative variation of 100 basis points in its profitability, would have resulted in an increase or decrease, respectively, on income before taxes of Ch$1,663,289, or 1.2% of such income as of December 31, 2012. (iv) Reserve profitability risk Investments of pension funds are primarily exposed to the volatility risks of local and international financial markets and variations in exchange and interest rates. These risks directly affect the profitability of the pension funds and consequently the profitability of the reserve, which is reflected directly in the P&L for the year of the Manager. Considering an investment base in the reserve of ThCh$197,779,132, a positive or negative variation of 100 basis points in the profitability of the reserve, would have increased or decreased, respectively, income before taxes by ThCh$1,977,791, representing 1.4% of such income as of December 31, 2012. (v) Exchange rate risk Excluding the effect of the exchange rate on the financial investments and the reserve, ILC and its subsidiaries have not been significantly affected by the variation in exchange rates. 5.4Insurance technical risk In the private health insurance business, the main risk element regarding the claims ratio is the correct pricing of the healthcare plans commercialized and the adequate consistency to the costs and tariffs of the agreements with healthcare service suppliers, the intensity of use and the frequency of its contributors. This is a significant risk in the industry due to the low net margins with which it operates; in order to mitigate this risk, Isapre Consalud has sophisticated pricing models and a team expert in these matters. The disability and survivorship insurance business is affected by five main elements: the number of disability requests filed and the number of deaths during the coverage period, the evolution of the selling rate of life annuities, the evolution of the profitability of pension funds, the approval rate for the disability requests filed and the evolution of the taxable income of the contributors of the AFP system. The pricing process of the disability and survivorship insurance was based on an in-depth statistical and financial analysis performed by the Company which helped project the variables; additionally, Compañía de Seguros de Vida Cámara has a set of financial reserving policies for its investment portfolio with the average term of its liabilities, which mitigates the effect of decreases in interest rates and a complete team focused on the management in the process of settlement of the insurance complementary to the Department of Disability and Survivorship, an entity that centralizes the back-office of the disability and survivorship insurance that depends on the Asociación de Aseguradores de Chile (Chilean Association of Insurers). During the second half of 2012, the third bidding process for the disability and survivorship insurance was held for the period between July 2012 and June 2014. Compañía de Seguros Vida Cámara is a market player in this business by was awarded no share of such bidding process for the aforementioned period. In accordance with such outcome, the disability and survivorship insurance risk will decrease significantly, finally being extinguished in 3 years, which is the term for which Vida Cámara will have to maintain reserves for policy holders. Healthcare and life insurance businesses where Compañía de Seguros de Vida Cámara is a market player expose the company to the claim risk and in regards to the right pricing of healthcare plans. 5.5Liquidity risk Liquidity risk is the risk that Group will encounter difficulty in meeting its commitments, financial obligations, working capital needs and investments in property, plant and equipment. ILC generally finances its activities and investments with dividends and other income distributions received from its subsidiaries and investees and funds obtained from the sale of assets and/or in the issuance of debt and equity securities. ILC has liquid financial resources to meet its short and long term obligations. In addition its businesses generate a significant amount of cash from its subsidiaries, and ILC has wide access to banking and capital markets to deal with its obligations, especially supported by credit ratings of AA and AA+, given by Feller Rate and Humphreys, respectively. This was reflected in the Parent’s placement of bonds of UF 2,500,000 in 2011, recently 102 103 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries by the subsidiary Red Salud in January 2012. In addition to the capital increase by the Parent where an amount higher than ThCh$25,000,000 was collected. Additionally, ILC and its subsidiaries constantly analyze their financial position by making projections of cash flows and the general economic environment with the purpose of, if necessary, assuming new financial liabilities to restructure existing loans at terms that are more consistent with the ability to generate cash flows. In addition, it has pre-approved, short term lines of credit that allow ILC to cover any liquidity risks. Detailed information on the maturities of financial liabilities is included in note 20. 5.6Credit risk Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. In regards to the credit risk associated with balances with banks, financial instruments and marketable securities, most of the Group’s financial investments, such as its insurance reserve and the Parent’s investment portfolio, have high standards set by Chilean regulators and the Group’s own investment policies. These policies consider minimum risk ratings, maximum interest in industries or companies and high levels of investment in low-risk instruments issued by the Central Bank or the Treasury Department. Therefore, ILC’s credit risk is reduced to almost the same risk faced by the largest institutional investor in Chile. Exposure to the risk associated with the recovery of trade and other receivables has been classified in accordance with the internal risk evaluation of the portfolio, as detailed in note 7. Note 7 shows that 27% of the portfolio that shows no impairment has a very low risk highlighting trade receivables. Overdue portfolio balances not subject to impairment correspond to 5% of portfolio not subject to impairment and 59% of it has maturities of less than three months. The Group believes maximum impairment loss that may be experienced by current debtors is amounts to ThCh$6,729,761 considering its client payment history and checks and warrants securing those notes receivable. Such impairment represents 10.8% of the gross portfolio amount. (6) CASH AND CASH EQUIVALENTS As of December 31, 2012 and 2011, this caption is composed of the following: CURRENCY 2011 THCH$ Cash on hand and in banks Ch$ 15,761,493 14,606,530 Short-term time deposits Ch$ 23,745,725 35,596,816 Money market funds Ch$ 55,618,234 33,466,081 Other investments Ch$ 21,077,067 10,373,810 116,202,519 94,043,237 Total 2012 THCH$ Time deposits have maturities of less than three months since their date of acquisition and they accrue interest at market rates for this type of investments. Money market funds are fixed income mutual funds that correspond to investments in mutual fund deposits measured at each year-end. Cash and cash equivalents do not have availability restrictions. (7) TRADE AND OTHER RECEIVABLES, NET As of December 31, 2012 and 2011, trade and other receivables (net of an allowance for impairment losses) were composed of the following: 105 CURRENT 2012 ASSETS BEFORE ALLOWANCES THCH$ ALLOWANCE FOR IMPAIRMENT LOSSES MADE THCH$ NET ASSET THCH$ Premiums receivable 2,145,257 (412,016) 1,733,241 Note-backed receivables 9,426,737 (2,413,438) 7,013,299 35,692,830 (1,359,194) 34,333,636 3,433,685 (465,198) 2,968,487 Other 11,416,843 (2,079,915) 9,336,928 Total 62,115,352 (6,729,761) 55,385,591 Trade receivables Contribution receivables 2011 Premiums receivable ASSETS BEFORE ALLOWANCES THCH$ ALLOWANCE FOR IMPAIRMENT LOSSES MADE THCH$ NET ASSET THCH$ 28,299,453 - 28,299,453 7,135,873 (1,636,117) 5,499,756 26,682,197 (1,307,995) 25,374,202 Contribution receivables 2,889,090 (262,239) 2,626,851 Other 9,049,186 (2,249,987) 6,799,199 Total 74,055,799 (5,456,338) 68,599,461 Note-backed receivables Trade receivables NO CORRIENTES 2012 Mortgage loans ASSETS BEFORE ALLOWANCE THCH$ ALLOWANCE MADE THCH$ NET ASSET THCH$ 992,218 - 992,218 Trade accounts receivable 7,307,683 (4,697,091) 2,610,592 Total 8,299,901 (4,697,091) 3,602,810 2011 104 ASSETS BEFORE ALLOWANCE THCH$ ALLOWANCE MADE THCH$ NET ASSET THCH$ Mortgage loans 1,064,399 - 1,064,399 Trade accounts receivable 8,094,678 (4,881,772) 3,212,906 Total 9,159,077 (4,881,772) 4,277,305 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries PREMIUMS RECEIVABLE THCH$ NOTE-BACKED RECEIVABLES THCH$ TRADE RECEIVABLES THCH$ - 1.636.117 1.307.995 2,123,384 635,897 Reductions derived from write - -downs Balance as of January 1, 2012 Additional allowances Release of allowances Total as of December 31, 2012 OTHER THCH$ TOTAL THCH$ 262.239 2.249.987 5.456.338 575,101 68,455 - 3,402,837 (176.235) (462.850) - - (639.085) - (176,235) (462,850) - - (639,085) (1,711,368) 201,083 51,806 - (170,072) (1,628,551 412,016 2,413,438 1,359,194 465,198 2,079,915 6,729,761 NOTE-BACKED RECEIVABLES THCH$ Balance as of January 1, 2011 Additional allowances Reductions derived from write -downs Total as of December 31, 2011 CONTRIBUTION RECEIVABLES THCH$ TRADE RECEIVABLES THCH$ CONTRIBUTION RECEIVABLES THCH$ OTHER THCH$ TOTAL THCH$ 225,978 1,696,188 247,595 811,147 2,980,908 1,614,001 1,439,454 39,058 1,438,840 4,531,353 (203,862) (1,025,369) - - (1,229,231) - (802,278) (24,414) - (826,692) 1,636,117 1,307,995 262,239 2,249,987 5,456,338 Credit quality In regards to credit quality, credits have been classified according to an internal evaluation of the portfolio risk. Such amounts do not include the renegotiated portfolio as the Group considers such credits to be impaired. 2012 QUALITY RISK PREMIUM RECEIVABLES ThCh$ NOTE-BACKED RECEIVABLES ThCh$ TRADE RECEIVABLES ThCh$ CONTRIBUTION RECEIVABLES ThCh$ OTHER ThCh$ Excellent Very low - 2,977,525 3,209,670 2,582,633 5,935,788 Good Low - 221,011 4,091,583 385,854 1,168,484 Normal Normal 1,733,241 3,814,763 27,032,383 - 2,232,656 1,733,241 7,013,299 34,333,636 2,968,487 9,336,928 2011 QUALITY RISK PREMIUM RECEIVABLES ThCh$ NOTE-BACKED RECEIVABLES ThCh$ TRADE RECEIVABLES ThCh$ CONTRIBUTION RECEIVABLES ThCh$ OTHER ThCh$ 28,299,453 3,849,829 17,761,941 1,868,796 4,759,439 Excellent Very low Good Low - 1,099,951 5,074,840 525,370 1,359,840 Normal Normal - 549,976 2,537,421 232,685 679,920 28,299,453 5,499,756 25,374,202 2,626,851 6,799,199 The Group has the following balances of trade and other receivables portfolio that is past due but not impaired:: With maturities of less than three months 2012 ThCh$ 2011 ThCh$ 1,770,193 7,883,032 106 107 With maturities between three and six months 856,143 805,650 With maturities between six and twelve months 376,749 1,104,530 - 1,927 3,003,085 9,795,139 With maturities of more than twelve months Total (8) BALANCES AND TRANSACTIONS WITH RELATED PARTIES The transactions between entities within the Group correspond to regular operations as to their purpose and conditions. These transactions have been eliminated in the consolidation process and are not detailed in this note. The balances of trade accounts receivable and payable between the Group and its related parties not included in consolidation are detailed as follows: (a) Trade receivables due from related parties TAX ID NO COUNTRY OF ORIGIN TRANSACTION DESCRIPTION CORRIENTES CURRENCY 2011 ThCh 2012 ThCh 70.285.100-9 Mutual de Seguridad C.Ch.C Chile Medical assistance and rents Ch$ 109,895 86,669 96.929.390-0 Servicios de Adm. Previsional S.A. Chile Rendering of services Ch$ 358,872 266,167 9.6981.130-8 Adm. de Fondos de Cesantía Chile S.A. Chile Principal repayment Ch$ 15,649 32,440 55.555.555-5 CCI Marketplace S.A. Colombia Rendering of services Ch$ 39,780 24,944 81.826.800-9 C.C.AF. de los Andes Chile Medical assistance and rents Ch$ 8,509 70,213 70.016.010-6 Servicio Médico C.Ch.C. Chile Rents and communal expenses Ch$ 15,211 228,585 99.533.790-8 Clínica Elqui S.A. Chile Reimbursement of expenses Ch$ 53,674 96.567.920-8 Clínica Magallanes S.A. Chile Rents and communal expenses Ch$ 8,130 - 81.458.500-k Cámara Chilena de la Construcción A.G Chile Current account Ch$ 204 - 77.532.050-8 Fundación de Asistencia Social Chile Rents and communal expenses Ch$ 2,042 1,032 71.330.800-5 Clínica San Marcos Chile Medical assistance Ch$ - 1,765 74.472.770-0 Administradora de Inversiones la Construcción S.A. Chile Rendering of services Ch$ 444 2,924 96.995.840-6 Isapre Vida Tres S.A. Chile Rendering of services Ch$ - 5,759 20547538880 ICCorp Perú Transfer of funds Ch$ 19,967 - 578,703 774,172 Total COMPANY Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries (b) Trade payables due to related parties CORRIENTES TAX ID NO COMPANY COUNTRY OF ORIGIN TRANSACTION DESCRIPTION CURRENCY 2011 ThCh 70.285.100-9 Mutual de Seguridad Cámara Chile Rents and communal expenses Ch$ 262,730 162,996 96.981.130-8 Administradora de Fondos de Cesante Chile S.A. Chile Rendering of services Ch$ 3,428 2,917 96.929.390-0 Servicio de Administración Previsional S.A. Chile Rendering of services Ch$ 178,496 142,624 56.032.920-2 Comunidad Edificio La Construcción Chile Communal expenses Ch$ - 37,512 96.793.370-8 Laboratorio de Neurofísiologa Digital y Estudio del Sueño S.A. Chile Rendering of services Ch$ - 17,114 96.567.920-0 Clínica Magallanes S.A. Chile Services for affiliated members Ch$ 71,621 - 55.555.555-5 CCI Marketplace S.A: Colombia Rendering of services Ch$ - 7,185 95.572.800-7 Isapre Banmedica S.A. Chile Rendering of services Ch$ - 19,762 516,275 390,110 Total 2012 ThCh Balances receivable and payable do not bear any interests. The collection term of short-term balances receivable and payable ranges between 30 and 180 days. (c) Most significant transactions and their effects on net income As of December 31, 2012 and 2011, the effects on the statement of comprehensive income of transactions with related parties not included in consolidation are as follows: TAX ID NO. COMPANY RELATIONSHIP TRANSACTION DESCRIPTION 96.981.130-8 Administradora de Fondos de Cesantía S.A. Indirect associate Rendering of services 96.981.130-8 Administradora de Fondos de Cesantía S.A. Indirect associate Principal repayment 81.826.800-9 Caja de Compensación Los Andes Common Parent Rents and communal expenses collected AMOUNT THCH$ 89,745 EFFECT ON INCOME (DEBIT)/CREDIT THCH$ (85,463) 2,978,938 - 23,819 23,819 236,989 81.826.800-9 Caja de Compensación Los Andes Common Parent Agreement services collected 116,298 81.458.500-K Cámara Chilena de la Construcción A.G. Shareholder Agreement services collected 8,128 8,128 9001413144 CCI Marketplace Indirect associate Hosting services 70,030 70,030 71.800.700-3 Ciedess Common Parent Rents received 27,431 27,431 96.567.920-8 Clínica Magallanes S.A. Indirect associate Rents and communal expenses collected 13,229 15,051 96.567.920-0 Clínica Magallanes S.A. Indirect associate Services for affiliated members 1,439,271 (1,439,271) 56.032.920-2 Comunidad Edificio Cámara Chilena de la Construcción Common Parent Rents and communal expenses collected 1,107,033 (1,107,033) 73.213.000-4 Corporación Cultural CCHC Common Parent Rents received 70.200.800-K Corporación de Capacitación de la Construcción Common Parent Training courses 4,359 4,359 150,631 (150,631) 76.008.701-7 Corredora de Seguros La Cámara Ltda. Indirect associate Commissions 4,345 (4,345) 71.330.800-5 Fundación Asistencia Social CCHC Common Parent Rents and communal expenses collected 6,135 6,135 20547538880 IC Corp Perú Indirect associate Transfer of funds 19,967 - 96.715.880-1 Inversiones Santa Constanza Common management Financial advisory 14,000 (14,000) 70.285.100-9 Mutual de Seguridad CCHC Common Parent Rents and communal expenses collected 56,855 56,855 70.285.100-9 Mutual de Seguridad CCHC Common Parent Services for affiliated members 38,938 38,938 70.285.100-9 Mutual de Seguridad CCHC Common Parent Recovery of expenses collected 11,249 - 70.285.100-9 Mutual de Seguridad CCHC Common Parent Agreement services collected 418,792 390,496 96.929.390-0 Servicio de Administración Previsional S.A. Indirect associate Dividends 1,041,025 - COMPANY RELATIONSHIP TRANSACTION DESCRIPTION EFFECT ON INCOME (DEBIT)/CREDIT THCH$ Servicio de Administración Previsional S.A. Indirect associate Rents received 96.929.390-0 Servicio de Administración Previsional S.A. Indirect associate Collection services 96.929.390-0 Servicio de Administración Previsional S.A. Indirect associate Technological services 340,233 (340,233) 78.458.590-5 Servicios de Diagnósticos Médicos Ltda. Indirect associate Advisory services paid 243,977 (243,977) 70.016.010-6 Servicio Médico CCHC Common Parent Office rents and communal expenses 73,055 (73,055) 70.016.010-6 Servicio Médico CCHC Common Parent Direct insurance premium 3,304,660 3,304,660 70.016.010-6 Servicio Médico CCHC Common Parent Services for affiliated members 798 798 70.016.010-6 Servicio Médico CCHC Common Parent Recovery of expenses collected 3,307,862 - 70.016.010-6 Servicio Médico CCHC Common Parent Agreement services collected 4,561,797 1,959,174 20,874,679 1,591,938 TAX ID NO. THCH$ 96.929.390-0 TOTAL AMOUNT COMPANY RELATIONSHIP TRANSACTION DESCRIPTION 154,581 154,581 1,247,498 (1,247498) AMOUNT THCH$ EFFECT ON INCOME (DEBIT)/CREDIT THCH$ 96.981.130-8 Administradora de Fondos de Cesantía S.A. Indirect associate Rendering of services 151,557 148,115 56.032.920-2 Comunidad Edificio Cámara Chilena de la Construcción Common Parent Rents and communal expenses paid 502,032 (502,032) 81.826.800-9 CCAF de los Andes Shareholder Collection and typing services 473,032 (473,032) 81.826.800-9 CCAF de los Andes Shareholder Rents received 43,709 43,709 81.826.800-9 CCAF de los Andes Shareholder Agreement services 66,710 - 9001413144 CCI Marketplace Indirect associate Hosting services 71,919 74,919 9001413144 CCI Marketplace Indirect associate Subscription and payment of shares 115,294 - 71.800.700-3 Ciedess Common Parent Rents received 17,816 17,816 99.533.790-8 Clínica Elqui S.A. Indirect associate Current account 53,674 - 73.213.000-4 Corporación Cultura CCHC Common Parent Rents received 8,548 8,548 (757,704) 70.912.300-9 Corporación Educacional CCHC Common Parent Grant 757,704 65.981.140-5 Corporación Primera Infancia CCHC Common Parent Grant 6,800 (6,800) 78.029.910-3 Gestión de Personas y Servicios S.A. Common Parent Security and clearing services 61,354 (61,354) 76.764.570-8 Inversiones Río Quilpué S.A. Affiliate Financial advisory 24,452 (24,452) 76.381.130-1 Inversiones Santa Constanza S.A. Common management Financial advisory 36,452 (36,452) 70.285.100-9 Mutual de Seguridad CCHC Shareholder Rents received 570,972 570,972 96.929.390-0 Servicio de Administración Previsional S.A. Indirect associate Employer contribution 111,325 (111,325) 96.929.390-0 Servicio de Administración Previsional S.A. Indirect associate Rents received 96.929.390-0 Servicio de Administración Previsional S.A. Indirect associate Collection services 96.929.390-0 Servicio de Administración Previsional S.A. Indirect associate Technological services 70.016.010-6 Servicio Médico CCHC Shareholder Agreement services and recovery of expenses 70.016.010-6 Servicio Médico CCHC Shareholder Agreement services paid 147,451 147,451 1,298,426 (1,298,426) 359,863 (359,863) 5,375,477 1,629,261 5,147,229 - 15,404,796 (990,649) (d) Board of directors’ compensation As of December 31, 2012 and 2011, the compensation paid to the members of the Board of Directors of ILC amounted to ThCh$96,731 and ThCh$105,607, respectively. (e) Compensation of managers and senior executives of the Group As of December 31, 2012 and 2011, the compensation paid to the managers and senior executives amount to ThCh$1,697,302 and ThCh$1,894,704, respectively. There are no long-term or post-employment benefits for the key personnel of the Group. 108 109 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries TAX ID NO. (9) INVENTORIES (a) As of December 31, 2012 and 2011, this caption (net of an allowance for obsolescence and other) is composed of the following: 2012 ThCh$ Clinical materials 340,345 Medical supplies 584,370 554,596 674,570 559,772 Materials 384,474 250,559 1,983,759 1,733,237 (b) As of December 31, 2012 and 2011, movements in inventories were as follows: CLINICAL MATERIALS ThCh$ Opening balance at 1/1/2012 368,310 MEDICAL SUPPLIES ThCh$ 554,596 DRUGS ThCh$ 559,772 MATERIALS ThCh$ 250,559 TOTAL ThCh$ 1,733,237 Additions 7,144,274 4,580,074 3,479,579 1,327,032 16,530,959 Consumption recorded in P&L (7,172,239) (4,550,300) (3,364,781) (1,193,117) (16,280,437) 340,345 584,370 674,570 384,474 1,983,759 Balance as of 12/31/2012 Opening balance at 1/1/2011 262,781 566,929 144,109 49,115 1,022,934 Additions 6,845,272 3,878,447 3,887,875 857,438 15,469,032 Consumption recorded in P&L (6,739,743) (3,890,780) (3,472,212) (655,994) (14,758,729) 368,310 554,596 559,772 250,559 1,733,237 Balance as of 12/31/2011 368,310 Drugs Total 2011 ThCh$ As of December 31, 2012 and 2011, there were no inventories pledged as collateral or reductions for the revaluation of inventories. (10)IFINANCIAL INSTRUMENTS Los saldos de los instrumentos financieros medidos a valor razonable, para los períodos terminados al 31 de diciembre de 2012 y 2011, son los siguientes: 110 FAIR VALUE 2011 ThCh$ Other current financial assets Shares 14,607 6,942,944 Domestic investment funds 2,172,650 3,970,220 Foreign investment funds 1,260,535 16,569,843 Debt securities issued by the Government 46,839,372 37,373,987 Debt securities issued by financial institutions 22,832,389 37,031,452 Debt securities issued by private institutions 43,649,576 42,164,434 Time deposits 32,142,889 15,532,438 673,672 1,530,643 149,585,690 161,115,961 Reserve maintained in Pension Fund Type A 31,228,316 30,531,489 Reserve maintained in Pension Fund Type B 37,645,735 36,159,016 Reserve maintained in Pension Fund Type C 75,536,669 71,086,669 Reserve maintained in Pension Fund Type D 26,331,025 23,381,023 Reserve maintained in Pension Fund Type E 27,037,387 15,217,412 Other financial instruments and trade accounts receivable 16,743,193 12,455,784 214,522,325 188,831,393 Other financial instruments and trade accounts receivable Total other current financial assets Other non-current financial assets Total other non-current financial assets The balance recorded in the line item Other financial instruments and trade accounts receivable as of December 31, 2012 and 2011, includes ThCh$16,041,864 and ThCh$11,229,811 corresponding to a guarantee established by the subsidiary Isapre Consalud S.A., which is intended to enforce the provisions of Articles Nos.26, 27 and 28 of Law No.18.933 and its amendments. According to this Law, private health insurers must record and maintain, in an authorized entity, a guarantee equivalent to the amount of the obligations owed to contributors, beneficiaries and health service suppliers. (a) Classification of financial instruments There are no restrictions of any type on other financial assets. (b) Methodology and assumptions used in the calculation of fair value The fair value of financial assets and liabilities as determined by means of the following methodology Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries 2012 ThCh$ 111 (i) The amortized cost of time deposits is a good approximation of the fair value, as they are short-term operations. (ii) Derivative instruments are accounted for at their market value in the financial statements. These instruments were measured by using the quotes of exchange rates, interest rates and the variation of the UF as per the projected curves, applied to the remaining term to the date of maturity of the instrument. (iii) The fair value of financial loans was determined through the cash flow analysis methodology, applying the discount curves corresponding to the remaining term to the date of extinction of the obligation. (iv) The fair value of assets and liabilities that do not have market quotes is based on the discounted cash flow using the interest rate for similar terms of maturity. (c) Recognition measurements at fair value in the financial statements Level 1: Corresponds to measurement methodologies at fair value through quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Corresponds to measurement methodologies at fair value through inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: Corresponds to measurement methodologies at fair value through inputs for the asset or liability that are not based on observable market data (unobservable inputs). As of December 31, 2012 and 2011, the calculation of the fair value of all the financial instruments subject to measurement has been determined based on Level 2 of the above mentioned hierarchy. (11)INCOME TAX (a) Income tax expenses recorded in the consolidated statement of income for the years ended December 31, 2012 and 2011 are detailed as follows: INCOME TAX EXPENSE Current tax expense Deferred tax adjustment Current tax expenses, net 2012 ThCh$ 2011 ThCh$ (26,209,048) (28,634,218) (4,968,935) 5,360,806 (31,177,983) (23,273,412) (b) The charge (credit) to net income can be reconciled to the accounting net income (loss) as follows: 2012 RATE % ThCh$ Reconciliation of effective rate 112 Income before taxes Tax expense using the legal rate (20.0%) 138,120,777 (20.00%) (27,624,155) Revaluation of property, plant and equipment (0.16%) (215,748) Price-level adjustment (0.37%) (516,328) Intangible assets (0.89%) (1,231,597) Lease agreements 0.56% 778,823 Investment valuation spread 1.87% 2,584,074 Tax result carryforwards 0.42% 581,357 (4.06%) (5,606,910) Provisions 0.17% 232,974 Interests on earnings of associates 0.49% 672,841 Total tax rate difference adjustment (2.57%) (3,553,828) Tax expense using the effective rate (22.57%) (31,177,983) Adjustments to tax income (expense) used at the legal rate: Permanent differences (20.00%): Unused payments under reserve 2011 TASA % M$ Reconciliación tasa efectiva Ganancia antes de impuesto Gasto por impuestos utilizando la tasa legal (20%) 125.054.801 (20,00%) (25.010.960) (0,51%) (638.221) Ajustes al ingreso (gasto) por impuestos utilizados a la tasa legal: Diferencias permanentes (20%): Revalorización activo fijo Corrección monetaria Deterioro activo fijo Leasing 0,52% 650.129 (0,18%) (219.225) 0,23% 283.433 Diferencial valorización inversiones (0,43%) (533.856) Resultados tributarios de arrastre 0,89% 1.113.902 Provisión prestaciones ocurridas y no liquidadas 0,44% 544.005 0,43% 543.218 Provisión licencias médicas Otros agregados y deducciones (0,00%) (5.837) Total ajuste por diferencia de tasa de impuesto 1,39% 1.737.548 Gasto por impuestos utilizando la tasa efectiva (18,61%) (23.273.412 113 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries (c) The detail of current tax receivables and payables is as follows: 2012 ThCh$ 2011 ThCh$ Corporate income tax (26,431,244) (28,236,384) Monthly provisional income tax payments 25,165,354 23,460,076 1,250,970 131,482 Tax credit for training expenses 555,565 596,038 Credit for acquisition of PP&E 107,342 97,610 Contributions 439,749 438,938 31,865 145,030 249,206 127,261 1,368,807 (3,239,949) 2012 ThCh$ 2011 ThCh$ RECOVERABLE TAXES (TAXES PAYABLE) Recoverable taxes for the absorption of tax losses Credits for grants Other Total income taxes (payable) recoverable, net Current tax assets 2,563,510 931,654 Current tax liabilities (1,194,703) (4,171,603) Total income taxes (payable) recoverable, net 1,368,807 (3,239,949) (d) Los activos y pasivos por impuestos diferidos en cada período se detallan a continuación: RECOGNIZED DEFERRED TAX ASSETS 2012 ThCh$ 2011 ThCh$ Deferred tax assets related to derivatives - 3,937 Deferred tax assets related to provisions 8,528,853 6,489,102 Deferred tax assets related to tax losses 5,046,900 2,935,549 Deferred tax assets related to unearned revenue 1,079,896 845,998 Deferred tax assets related to lease agreements 14,419,406 9,363,119 Deferred tax assets related to fixed income goodwill 364,481 114,882 Deferred tax assets related to other 881,389 647,455 30,320,925 20,400,042 Deferred tax assets 2012 ThCh$ 2011 ThCh$ 21.923.416 16.316.506 21,923,416 16,316,506 3,947,843 3,036,333 Deferred tax liabilities related to revaluation of property, plant and equipment 13,133,311 10,952,701 115 Deferred tax liabilities related to revaluations of the provision for prescriptions 2,143,646 2,245,184 Deferred tax liabilities related to depreciation 3,210,782 1,347,370 11,939,945 10,697,762 855,778 2,685,009 63,374,392 47,926,740 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries RECOGNIZED DEFERRED TAX LIABILITIES: Deferred tax liabilities related to revaluation of legal reserve deposits not disposed of Deferred tax liabilities related to prepaid expenses Deferred tax liabilities related to intangible assets Deferred tax liabilities related to revaluation of fixed assets Deferred tax liabilities ILC y algunas de las Subsidiarias han reconocido activos por impuestos diferidos originados por pérdidas tributarias acumuladas, las cuales no tienen plazo de expiración y la administración considerar que serán valorizados como parte de su planificación tributaria del Grupo. MOVIMIENTO DE IMPUESTOS DIFERIDOS Balance as of January 1, 2012 Increase related to deferred taxes receivable ASSETS ThCh$ LiabilitiesThCh$ 20,400,042 47,926,740 9,920,883 - - 15,447,652 30,320,925 63,374,392 7,465,656 40,332,483 Increase related deferred taxes receivable 12,934,386 - Increase related to deferred taxes payable - 7,594,257 20,400,042 47,926,740 Increase related to deferred taxes payable Balance as of December 31, 2012 Balance as of January 1, 2011 Balances as of December 31, 2011 114 (12)OTHER NON-FINANCIAL ASSETS 2012 ThCh$ 2011 ThCh$ 7,317,947 6,698,311 Unearned lease payments 26,853 2,148 Support and maintenance 266,276 189,064 94,966 42,229 Advances to suppliers 1,939,200 1,188,316 Other taxes receivable 41,677 30,739 1,527,316 - 734,332 771,941 11,948,567 8,922,748 2012 ThCh$ 2011 ThCh$ 12,421,271 10,750,262 25,645 24,368 585,827 527,642 1,141,572 926,547 281,150 122,177 14,455,465 12,350,996 CURRENT Deferred sales expenses (1) Insurance policies Guarantees Other (2) Total NON-CURRENT Deferred sales expenses (1) Contribution, Aguas Andinas S.A. Guarantees Investments in companies Other (2) Total (1( Correspond to the commissions paid to the sale agents of the subsidiary Isapre Consalud S.A., which are recorded in profit or loss over the estimated period of the healthcare service contracts, valued as stated in note 4 (m). (2)The line item “Other” includes prepaid expenses for uniforms and apparel for the medical personnel of the subsidiaries of Red Salud S.A. (13) INVESTMENTS IN SUBSIDIARIES The consolidated financial statements include the financial statements of the Parent and the companies controlled as stated in note 4(c). The detailed information of the direct consolidated subsidiaries as of December 31, 2012 and 2011 is included below. 116 2012 COMPANY CURRENT ASSETS NON-CURRENT ASSETS CURRENT LIABILITIES NON-CURRENT LIABILITIES ThCh$ ThCh$ ThCh$ ThCh$ REVENUE GAIN ThCh$ ThCh$ 98.000.100-8 AFP Hábitat S.A. 59,839,814 219,179,852 26,193,470 22,542,444 121,300,838 74,576,340 96.856.780-2 Isapre Consalud S.A. 36,680,051 57,116,928 67,523,906 10,513,172 275,380,026 10,310,137 99.003.000-6 Compañía de Seguros de Vida Cámara S.A. 92,880,708 1,302,002 2,546,703 65,033,370 98,306,387 22,089,345 96.834.400-5 Desarrollos Educacionales S.A. 6,897,618 45,337,099 16,194,044 23,523,369 14,811,124 1,138,460 96.941.720-0 Iconstruye S.A. 1,771,362 1,211,065 1,108,363 39,917 3,374,033 645,762 96.608.510-K Invesco Internacional S.A. 172,716 1,039,824 3,883 - - (116,623) 76.020.458-7 Empresas Red Salud S.A. 77,300,283 212,956,243 49,504,010 126,888,638 163,810,635 2,824,486 275,542,552 538,143,013 163,074,379 248,540,910 676,983,043 111,467,907 Total 2011 TAX ID NO. COMPANY NON-CURRENT ASSETS CURRENT LIABILITIES NON-CURRENT LIABILITIES ThCh$ ThCh$ ThCh$ ThCh$ REVENUE GAIN ThCh$ ThCh$ 98.000.100-8 AFP Hábitat S.A. 49,881,723 198,728,164 22,291,645 16,721,835 114,486,113 61,654,009 96.856.780-2 Isapre Consalud S.A. 33,480,387 48,477,615 72,823,433 7,492,847 244,614,683 8,575,840 99.003.000-6 Compañía de Seguros de Vida Cámara S.A. 135,045,034 469,927 2,975,963 98,892,637 154,111,489 34,624,333 96.834.400-5 Desarrollos Educacionales S.A. 6,767,062 39,292,447 8,921,805 24,782,039 12,867,215 764,724 96.941.720-0 Iconstruye S.A. 2,377,042 1,187,287 888,091 44,432 2,779,587 512,167 96.608.510-K Invesco Internacional S.A. 204,074 1,124,837 3,631 - - 134,629 76.020.458-7 Empresas Red Salud S.A. 47,176,749 196,003,433 45,733,201 83,602,977 133,939,121 1,341,815 274,932,071 485,283,710 153,637,769 231,536,767 662,798,208 107,607,517 Total CURRENT ASSETS On April 30, 2012, the subsidiary Compañía de Seguros de Vida Cámara S.A. submitted its offer for the bidding process of the disability and survivorship insurance associated with pensions for a men group and two women groups. As a result of this bidding process Compañía de Seguros Vida Cámara was not awarded any of such groups. As publicly known, the insurance contract where Compañía de Seguros Vida Cámara was involved in two men groups and two women groups was effective through June 30, 2012. Movements for the year On May 25, 2012, Inversiones La Construcción S.A. acquired 232,800,000 shares of Red Salud S.A. from Cámara Chilena de la Construcción A.G. The transaction price was ThCh$10,243,200, and as of to-date such payment has been made. Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries TAX ID NO. 117 Through the aforementioned acquisition, Inversiones La Construcción S.A. increases its interest in Red Salud S.A. to 89.99%. At the Extraordinary Shareholders’ Meeting held on July 11, 2012, the subsidiary Iconstruye S.A. agreed to a capital decrease of ThCh$800,000. This capital decrease became effective on September 7, 2012. On October 30, 2012, Inversiones La Construcción S.A. subscribed and paid in full 17,464,038 shares from a capital increase in the subsidiary Isapre Consalud S.A. The price paid was ThCh$7,000,000. Through this transaction ILC S.A. becomes the owner of 67,464,064 shares of Consalud S.A., representing 99.99999% of its share capital. On December 2, 2011, by means of a share purchase and sale agreement, Servicios Médicos Tabancura S.A. sold and transferred all its shares of Megalab S.A. to Inversiones La Construcción S.A. (ILC). The transfer amounted to ThCh$116,950. Once ILC had control of the total number of shares of Megalab S.A. it dissolved the latter and all its assets and liabilities were added to the equity of ILC. The above was reflected through a public deed of “Statement of Dissolution by Absorption” dated December 21, 2011 issued before the Notary Public Mr. Iván Torrealba Acevedo. Assets in the amount of ThCh$1,202,861 and liabilities for ThCh$20,847 were added to the records of ILC. In equity, under the line item “Retained earnings” ThCh$21,272 was recorded corresponding to the difference between the value of the investment recognized in ILC before the merger (ThCh$1,043,792) and the value of the assets and liabilities added to ILC’s equity. (14)EQUITY-ACCOUNTED INVESTEES (a) Equity method As of December 31, 2012 and 2011, this line item is composed of the following: 2012 COMPANY Administradora Clínicas Regionales S.A. Administradora de Transacciones Electrónicas S.A. Laboratorio de Neurofisiología Digital y Estudio del Sueño S.A. Inversalud Elqui S.A. NUMBER OF SHARES OWNERSHIP INTEREST BALANCE AS OF 1-1-2012 ThCh$ ADDITIONS ThCh$ NET INCOME ThCh$ Disposals ThCh$ OTHER INCREASES (DECREASES) ThCh$ Dividends ThCh$ TOTAL AS OF 12/31/2012 ThCh$ 2,880,948 32.24 2,458,830 - - 37,237 (101,889) (1,396,674) 997,504 5,000 50.00 928,191 - - 1,034,911 (1,321,011) - 642,091 60 50.00 32,021 - - 8,583 - - 40,604 90 15.41 295,692 - - 104,235 (8,061) - 391,866 Administradora Clínicas Regionales Dos S.A. 35,934 40.00 8,486,748 3,946,395 - (144,584) - 1,498,484 13,787,043 Administradora de Fondos de Cesantía Chile S.A. 63,782 23.10 2,313,530 - (2,979,938) 1,641,784 - (57,164) 918,212 1,617 16.41 232,122 - - 50,764 (25,549) - 257,337 172,534 23.14 2,199,929 - - 1,716,133 (1,014,025) (341,155) 2,560,882 Inversiones DCV S.A. Servicio de Administración Previsional S.A. Icertifica S.A. CCI Marketplace S.A. ICCorp Perú S.A. Total 300 30.00 43,461 - - 10,454 (8,262) - 45,653 608,481 30.00 92,497 - - (6,821) - (626) 85,050 299 99.00 - 51,049 - (36,653) - - 14,396 4,416,043 (2,478,797) (297,135) 19,740,638 17,083,021 3,997,444 (2,979,938) NUMBER OF SHARES Administradora de Fondos para la Vivienda S.A. Administradora Clínicas Regionales S.A. ADDITIONS ThCh$ NET INCOME ThCh$ Disposals ThCh$ OTHER INCREASES (DECREASES) ThCh$ Dividends ThCh$ TOTAL AS OF 12/31/2011 ThCh$ 63,450 47.00 230,277 - (230,277) - - - - 32.24 3,528,481 - (1,100,777) 150,478 (141,719) 22,367 2,458,830 897,105 (673,492) 68,126 928,191 41,133 - - - 6,524 - 4,196 32,021 (16,992) 11,096 - 221 - 5,000 50.00 636,452 - 208,125 29.52 1,588,621 - 60 50.00 21,301 - 3,600 40.91 5,675 - Laboratorio de Neurofisiología Digital y Estudio del Sueño S.A. Inversiones Farmacéuticas AIR S.A. Clínica Elqui S.A. 45 Inversalud del Elqui 15.41 312,517 16.27 - (1,629,754) (268,223) 57,619 (101,913) 287,267 - 8,425 - - 295,692 35,934 40.00 3,015,162 5,962,072 - (132,014) - (358,472) 8,486,748 Administradora de Fondos de Cesantía Chile S.A. 63,782 23.10 1,447,784 - - 793,654 - 72,092 2,313,530 1,617 16.41 199,955 - - 58,847 (26,680) - 232,122 172,534 23.14 1,866,287 - - 1,431,689 (1,047,351) (50,696) 2,199,929 300 30.00 33,762 - - 9,699 - - 43,461 608,481 14.47 30,091 - - 1,009 - 61,397 92,497 (3,246,023) 3,335,264 (1,991,155) (180,769) 17,083,021 Servicio de Administración Previsional S.A. Icertifica S.A. CCI Marketplace S.A. Total 12,916,365 6,249,339 118 119 - Administradora Clínicas Regionales Dos S.A. Inversiones DCV S.A. BALANCE AS OF 1-1-2011 ThCh$ 2,880,948 Administradora de Transacciones Electrónicas S.A. Clínica Magallanes S.A. OWNERSHIP INTEREST (b) As of December 31, 2012 and 2011, this line item is composed of the following: 2012 COMPANY Administradora Clínicas Regionales S.A. ASSETS ThCh$ 2011 LIABILITIES ThCh$ REVENUES ThCh$ ASSETSM$ ThCh$ LIABILITIESM$ ThCh$ REVENUES ThCh$ 3,187,236 93,243 - 9,556,139 1,837,304 693,433 35,022,143 23,913 - 22,601,326 14,502 - 1,293,126 8,943 - 1,863,087 6,703 1,798,248 93,753 12,545 111,254 71,125 72,126 90,532 - - - 51,196 37,659 - Administradora de Fondos de Cesantía Chile S.A. 7,021,554 3,046,610 16,599,578 13,524,367 3,509,080 12,469,854 Inversiones DCV S.A. 1,569,250 1,078 311,736 1,415,950 1,434 360,591 15,952,443 4,885,535 17,203,307 15,637,100 6,130,060 14,935,951 173,177 20,100 125,211 170,182 25,313 - 915,409 58,581 235,219 Administradora Clínicas Regionales Dos S.A. Administradora de Transacciones Electrónicas S.A. Laboratorio de Neurofisiología Digital y Estudio del Sueño S.A. Inversiones Farmacéuticas AIR S.A. Servicio de Administración Previsional S.A. Icertifica S.A. CCI Marketplace S.A. All these companies are closed stock corporations. The Parent has direct or indirect significant influence on these companies as it has more than 20% of the voting rights on each of them. Restrictions on affiliates There are no restrictions affecting the withdrawal of capital invested or profits obtained by the companies. Likewise, the Parent has no commitments to finance the liabilities of its affiliates. Joint ventures ILC has no joint ventures as of December 31, 2012 and 2011. Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries 2011 COMPANY (15)INTANGIBLE ASSETS The breakdown, assigned useful lives and changes in intangible assets are detailed as follows: (a) Intangible asset items 2012 ThCh$ GROSS AMOUNTS:: 2011 ThCh$ Hábitat brand name 16,310,507 16,310,507 Hábitat portfolio value 50,074,932 50,074,932 Patents and brand names 4,767,287 4,766,887 Computer programs 16,065,874 14,057,018 Sfera portfolio value 834,129 834,129 Other intangible assets 867,577 273,762 88,920,306 86,317,235 Subtotal intangible assets Accumulated amortization Hábitat portfolio value (6,885,303) (4,381,556) Computer programs (9,724,276) (7,505,591) Sfera portfolio value (252,741) (208,532) Other intangible assets (264,601) - 71,793,385 74,221,556 Intangible assets, net (b) Useful lives assigned AMORTIZATION METHOD USEFUL LIFE Software Straight-line 3 -5 years Brands (1) - Indefinite Right of use Straight-line 19 years Hábitat portfolio Straight-line 20 years (c) Changes in Intangible Assets TOTAL NET INTANGIBLE ASSETS AS OF 2011 THCH$ AMORTIZATION / ADJUSTMENTS THCH$ ADDITIONS THCH$ TOTAL NET INTANGIBLE ASSETS AS OF 2012 THCH$ Habitat brand name (1) 16,310,507 - - 16,310,507 Value of Habitat portfolio (2) 45,693,376 - (2,503,747) 43,189,629 Computer programs 6,551,427 2,008,856 (2,218,685) 6,341,598 Sfera portfolio value 625,597 - (44,209) 581,388 Patents and brands 4,766,887 400 (264,601) 4,502,686 Other intangible assets Balances as of 2012 273,762 593,815 - 867,577 74,221,556 2,603,071 (5,031,242) 71,793,385 (1) During the business combination process conducted by the taking over of AFP Hábitat, the intangible asset “Hábitat brand name” has been identified. This intangible asset has been defined as having indefinite useful life as it is directly related to the CGU related to AFP Hábitat (2) These intangible assets were generated by the acquisition and taking over of AFP Hábitat S.A. and this was recorded as a business combination under IFRS 3. There are no restrictions on the ownership of the intangible assets. For these assets, the Company’s Management has determined that the cash generating unit corresponds to each subsidiary which is a part of the consolidated Group and as of the reporting date of these financial statements there is no adjustment for impairment losses for this concept. (16)PROPERTY, PLANT AND EQUIPMENT The balances of this caption as of December 31, 2012 and 2011 are detailed as follows: (a) Composition 120 Construction projects 121 2011 ThCh$ 8,959,441 24,022,281 Land 34,014,861 35,241,661 Leased land 12,241,834 8,387,867 Buildings 84,192,640 78,384,808 Leased buildings 58,192,730 52,223,580 2,257,626 1,511,352 IT equipment Leased IT equipment Facilities and accessories Furniture and office machines 235,932 398,601 4,370,334 1,628,284 5,141,123 5,606,767 Owned medical equipment and facilities 13,407,252 10,699,493 Leased medical equipment and facilities 5,331,358 4,323,657 12,825 - 544,076 468,151 Office equipment and facilities Teaching equipment and materials Vehicles Other property, plant and equipment Leased asset improvements Total property, plant and equipment PROPERTY, PLANT AND EQUIPMENT, GROSS Construction projects 139,092 173,248 4,199,582 597,261 1,275,825 3,913,980 234,516,531 227,580,991 2012 ThCh$ 2011 ThCh$ 8,959,441 24,022,281 Land 34,014,861 35,241,661 Leased land 12,241,834 8,387,867 Buildings 90,607,239 83,663,457 Leased buildings 60,768,191 53,663,993 9,092,846 7,913,424 416,545 532,828 6,106,927 3,227,538 IT equipment Leased IT equipment Facilities and accessories Furniture and office machines 6,984,088 7,534,285 Owned medical equipment and facilities 17,768,620 13,327,859 Leased medical equipment and facilities 7,712,524 5,856,437 58,164 9,561 Office equipment and facilities Teaching equipment and materials 737,309 774,081 Vehicles 184,903 224,853 Other property, plant and equipment 8,217,307 4,391,073 Leased asset improvements 4,755,258 7,038,220 268,626,057 255,809,418 Total Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries PROPERTY, PLANT AND EQUIPMENT 2012 ThCh$ 2012 ThCh$ ACCUMULATED DEPRECIATION 2011 ThCh$ Buildings (6,414,599) (5,278,649) Leased buildings (2,575,461) (1,440,413) IT equipment (6,835,220) (6,402,072) (180,613) (134,227) Facilities and accessories (1,736,593) (1,599,254) Furniture and office machines (1,842,965) (1,927,518) Owned medical equipment and facilities (4,361,368) (2,628,366) Leased medical equipment and facilities (2,381,166) (1,532,780) (45,339) (9,561) (192,233) (305,930) (45,811) (51,605) Other property, plant and equipment (4,018,725) (3,793,812) Leased asset improvements (3,479,433) (3,124,240) (34,109,526) (28,228,427) Leased IT equipment Office equipment and facilities Teaching equipment and materials Vehicles Total (b) Changes As of December 31, 2012 and 2011, changes in property, plant and equipment are composed of the following: MEDICAL FURNITURE, PROJECTS LEASED MEDICAL MACHINES AND EQUIPMENT AND EQUIPMENT AND UNDER FACILITIES CONSTRUCTION FACILITIES FACILITIES ThCh$ ThCh$ ThCh$ ThCh$ OTHER PROPERTY, PLANT AND EQUIPMENT ThCh$ LAND ThCh$ LEASED LAND ThCh$ BUILDINGS ThCh$ LEASED BUILDINGS ThCh$ 38,599,352 8,328,977 79,009,199 15,722,194 47,614,640 4,930,321 4,630,454 4,281,307 12,087,928 215,204,372 Additions for the year 26,054 58,890 1,028,022 37,568,006 6,640,075 1,906,975 7,687,226 1,038,096 4,021,466 59,974,810 Disposals and withdrawals (3,383,745) - - - (30,232,434) (148,338) (236,501) (52,326) (4,831,510) (38,884,854) Depreciation expenses - - (1,652,413) (1,066,620) - (1,082,191) (1,381,686) (943,420) (2,587,007) (8,713,337) 35,241,661 8,387,867 78,384,808 52,223,580 24,022,281 5,606,767 10,699,493 4,323,657 8,690,877 227,580,991 3,853,967 7,570,714 7,452,020 6,124,687 1,891,029 4,795,252 1,856,087 6,723,876 40,267,632 ASSETS Opening balances as of January 1, 2011 Final balances as of December 31, 2011 Additions for the year TOTAL ThCh$ Disposals and withdrawals (1,226,800) - - - (21,187,527) (1,126,063) - - - (23,540,390) Depreciation expenses - - (1,762,882) (1,482,870) - (1,230,610) (2,087,493) (848,386) (2,379,461) (9,791,702) 34,014,861 12,241,834 84,192,640 58,192,730 8,959,441 5,141,123 13,407,252 5,331,358 13,035,292 234,516,531 Final balances as of December 31, 2012 The line item Other property, plant and equipment comprises the following items which are detailed in letter a) of this note: DETAIL IT equipment Leased IT equipment Facilities and accessories Teaching equipment and materials Vehicles Other property, plant and equipment Leased asset improvements Total 2012 ThCh$ 2011 ThCh$ 2,257,626 1,511,352 235,932 398,601 122 4,370,334 1,628,284 123 544,076 468,151 139,092 173,248 4,212,407 3,913,980 1,275,825 597,261 13,035,292 8,690,877 (c) Additional Information on Property, Plant and Equipment (i) Depreciation expense: The depreciation of assets is calculated according to the straight-line method throughout their related useful lives. Such useful lives are determined on the basis of natural expected impairment, technical or commercial obsolescence derived from changes and/or improvements in production and changes in the market demand of the products obtained from the operation of such assets. The charge to profit or loss recorded for this concept during the period amounts to ThCh$9,791,702 and ThCh$8,713,337 as of December 31, 2012 and 2011, respectively. (ii) Other property, plant and equipment: Other property, plant and equipment include medical facilities and equipment, clinical equipment of furniture and other assets. (iii) Assets under finance lease arrangements Property, plant and equipment records assets acquired under finance lease arrangements are detailed as follows: 2012 ThCh$ 2011 ThCh$ Land under finance lease arrangements, net 12,241,834 8,387,867 Buildings under finance lease arrangements, net 58,192,730 52,223,580 5.331.358 4.323.657 DETAIL Medical equipment and facilities under finance lease arrangements, net Total 5,331,358 4,323,657 76,001,854 65,333,705 (iv) Insurance policies The Group has formalized insurance policies to cover the possible risks to which the different property, plant and equipment items are subject, as well as the possible claims which may arise due to the performance of its line of business activities. Such policies are sufficient to cover the risks to which the Group is subject. (v) Interest cost As of December 31, 2012 and 2011, the Group does not maintain property, plant and equipment under construction which have generated the capitalization of interest payments. Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries (vi) Decommissioning, retirement and rehabilitation costs As of December 31, 2012, the Group has no contractual decommissioning, retirement and rehabilitation costs and therefore no provisions have been accrued for such costs. (vii)Restrictions to ownership As of December 31, 2012 and 2011, the Group has no restrictions on the ownership or guarantees to secure compliance with obligations affecting property, plant and equipment. (viii) Temporarily idle property, plant and equipment As of December 31, 2012 and 2011, the Group has no significant temporarily idle property, plant and equipment items. (ix) Fully depreciated property, plant and equipment still in use As of December 31, 2012 and 2011, the Group holds no significant fully depreciated property, plant and equipment still in use. (x) Acquisition commitments As of the closing date of the financial statements, there are no commitments for the acquisition of property, plant and equipment. (17)GOODWILL As of December 31, 2012 and 2011, this caption is composed of the following 2012 ThCh$ 2011 ThCh$ Goodwill on acquisition and taking over of AFP Hábitat 101,506,809 101,506,809 Total 101,506,809 101,506,809 DETAIL On April 24, 2010, ILC acquired control over the subsidiary AFP Hábitat S.A.(see Note 4(c). This transaction was recorded in conformity with IFRS 3 Business Combinations, which generated goodwill of ThCh$101,506,809. Goodwill in AFP Habitat is generated by the acquisition by ILC in March 2010 of an additional 41% ownership interest in the abovementioned company, which transformed ILC into AFP Habitat’s controlling entity. This business combination was recorded in conformity with IFRS 3 and, as required by such standard, the Company’s Management requested an independent study on the valuation an assignment of the amortizable and non-amortizable accounts of its subsidiary AFP Habitat S.A. in September 2011. The purpose of this study was to analyze the model of valuation and assignment of the amortizable and non-amortizable accounts of AFP Habitat S.A. conducted by ILC S.A. in March 2010 after the IPO made for 100% of the shares of the former. This independent study involved an in-depth analysis of each of the variables estimated by ILC S.A. with the purpose of supporting the values initially determined or making the necessary changes for an adequate valuation of the client portfolio. Consequently, the study stated that the values assigned by ILC S.A. to the brand, goodwill and client portfolio are within the market ranges for the AFP industry. (18)INVESTMENT PROPERTY As of December 31, 2012 and 2011, the balances included in this caption are detailed as follows:: (a) Composition 124 2011 ThCh$ 8,982,144 8,312,883 Buildings 17,884,756 13,369,870 Total investment property 26,866,900 21,682,753 INVESTMENT PROPERTY, NET Land 2012 ThCh$ 2011 ThCh$ 8,982,144 8,312,883 Buildings 20,598,634 14,176,547 Total investment property 29,580,778 22,489,430 INVESTMENT PROPERTY, GROSS Land 2012 ThCh$ ACCUMULATED DEPRECIATION Buildings (2,713,878) (806,677) Total investment property (2,713,878) (806,677) (b) Changes Accounting changes for the periods ended as of December 31, 2012 and 2011 are detailed as follows: LAND ThCh$ BUILDINGS ThCh$ TOTAL ThCh$ Opening balance as of 01-01-2011 7,597,578 14,369,267 21,9 66,845 Additions 1,475,29 0 789,485 2,264,775 (759,985) (1,594,217) (2,354,202) - (194,665) (194,665) 8,312,883 13,369,870 21,682,753 669,261 4,734,385 5,403,646 Reclassification - (8,521) (8,521) Depreciation expense - (210,978) (210,978) 8,9 82,144 17,884,756 26,866,900 ASSETS Disposal and withdrawals Depreciation expense Final balances as of 2011 Additions Final balances as of 2012 2011 ThCh$ Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries 125 2012 ThCh$ (c) Additional information on investment property (i) Investment property accounted at fair value As part of the first-time adoption of IFRSs, the Group opted to measure certain land and real estate property at fair value as deemed cost as of January 1, 2010. The fair values of such assets amounted to ThCh$20,078,604. Such amounts were determined by independent third party experts of the industry in which the Group operates. As of December 31, 2012, the net book value of such assets amounted toThCh$26,866,900. (ii) Depreciation expense: The depreciation of assets is calculated according to the straight-line method throughout their related useful lives. Such useful lives have been determined on the basis of the expected natural impairment, technical or commercial obsolescence arising from changes and/or improvements in production and changes in the market demand, of products obtained from operations using such assets. As of December 31, 2012 and 2011, the depreciation charge recorded within administrative expenses amounts to ThCh$210,978 and ThCh$194,665, respectively. (iii) Insurance policies The Group has formalized insurance policies to cover the possible risks to which the different investment property items are subject, as well as the possible claims which may arise due to the performance of its line of business activities. Such policies are sufficient to cover the risks to which the Group is subject. (iv) Rental income and expenses As of and December 31, 2012 and 2011, rental income and expenses associated with investment property are composed of the following: RENTAL INCOME AND EXPENSES Rental income Investment property costs Total (v) Commitments assumed from investment property None (vi) Range of investment property useful lives USEFUL LIFE FOR FINANCIAL PURPOSES Buildings 2012 ThCh$ 2011 ThCh$ 1,470,319 1,218,080 (357,768) (252,768) 1,112,551 965,312 RANGE- YEARS 20-80 (vii)Fair value of investment property As a result of the IFRS convergence process, ILC’s Management adopted the exemption provided in IFRS 1 for assigning fair value as deemed cost as of December 31, 2012 and 2011, therefore, ILC has estimated that the fair value of investment property is its carrying amount. (viii) Decommissioning, retirement and rehabilitation costs As of December 31, 2012 and 2011, the Group has no contractual decommissioning, retirement and rehabilitation costs and therefore no provisions have been accrued for such costs. (ix) Restrictions to ownership As of December 31, 2012 and 2011, the Group has no restrictions on the ownership or guarantees of its investment property. 126 (19)INTEREST-BEARING LOANS As of December 31, 2012 and 2011, this line item is comprised of the following: (a) Current 2012 ThCh$ 2011 ThCh$ 15,783,927 13,946,637 Finance lease in UF 9,734,374 6,954,866 Bonds payable 2,842,679 1,523,739 28,360,980 22,425,242 2012 ThCh$ 2011 ThCh$ Bank loans 42,918,884 38,451,920 Finance lease in UF 44,767,744 57,037,890 Bonds payable 99,454,612 54,186,949 187,141,240 149,676,759 Bank loans Total (b) No corrientes Total Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries 127 The detail of maturity dates and currency of loans from financial institutions is as follows: Loans from financial institutions as of December 31, 2012 DEBTOR TAX ID Nº COMPANY CREDITOR COUNTRY TAX ID Nº FINANCIAL INTITUTION CURRENCY OR ADJUSTMENT INDEX MATURITY DATE COUNTRY PAYMENT OF INTERESTS (MONTHLY, BIANNUAL, ANNUAL) NOMINAL INTEREST RATE EFFECTIVE INTEREST RATE 96,942,400-2 Megasalud S.A. Chile 97,032,000-8 BBVA Chile Non-adj Ch$ 25-02-2020 Monthly 6.50% 6.80% 96,942,400-2 Megasalud S.A. Chile 97,032,000-8 BBVA Chile UF 10-06-2019 Monthly 4.44% 4.59% 96,942,400-2 Megasalud S.A. Chile 97,032,000-8 BBVA Chile Non-adj Ch$ 09-10-2020 Monthly 6.96% 7.29% 96,942,400-2 Megasalud S.A. Chile 97,004,000-5 Banco de Chile Chile UF 01-05-2021 Monthly 4.09% 4.24% 78,053,560-1 Servicios Médicos Tabancura Chile 97,030,000-7 Banco Estado Chile UF 01-11-2022 Monthly 0.06% 0.06% 96,598,850-5 Clínica Iquique S.A. Chile 97,030,000-7 Banco Estado Chile Non-adj Ch$ 06-08-2013 Monthly 0.80% 0.80% 96,598,850-5 Clínica Iquique S.A. Chile 76,645,030-K Banco Itau Chile Non-adj Ch$ 02-12-2013 Monthly 5.49% 5.49% 96,885,930-7 Clínica Bicentenario S.A. Chile 97,053,000-2 Banco Security Chile UF 01-12-2024 Monthly 5.74% 5.74% 96,885,930-7 Clínica Bicentenario S.A. Chile 97,053,000-2 Banco Security Chile UF 01-12-2024 Quarterly 5.70% 5.70% 96,885,930-7 Clínica Bicentenario S.A. Chile 97,080,000-K Banco BICE Chile UF 01-12-2024 Monthly 5.70% 5.70% 96,885,930-7 Clínica Bicentenario S.A. Chile 97,080,000-K Banco BICE Chile UF 01-12-2024 Monthly 5.50% 5.50% 96,885,930-7 Clínica Bicentenario S.A. Chile 97080000-K Banco BICE Chile Non-adj Ch$ 30-03-2013 Monthly 7.2% 7.2% 96,885,930-7 Clínica Bicentenario S.A. Chile 97053000-2 Banco Security Chile Non-adj Ch$ 30-03-2013 Monthly 11.28% 11.28% 96,885,930-7 Clínica Bicentenario S.A. Chile 97,004,000-5 Banco de Chile Chile Non-adj Ch$ 30-03-2013 Monthly 9.6% 9.6% 96,980,350-K Ciudad del Este Chile 97,051,000-1 Banco del Desarrollo Chile UF 19-07-2027 Monthly 5.2 5.2 96,980,350-K Ciudad del Este Chile 97,051,000-1 Banco del Desarrollo Chile UF 19-07-2027 Monthly 4.9 4.9 96,987,460-1 Puerto Montt Chile 97,051,000-1 Banco del Desarrollo Chile UF 19-07-2027 Monthly 5.2 5.2 96,946,770-4 Valle Lo Campino Chile 97,051,000-1 Banco Corpbanca Chile UF 26-12-2022 Monthly 5.4 5.4 96,946,770-4 Valle Lo Campino Chile 97,051,000-1 Banco Corpbanca Chile UF 27-01-2023 Monthly 5.4 5.4 99,558,380-1 Lo Aguirre Chile 97,051,000-1 Banco Corpbanca Chile UF 26-12-2022 Monthly 5.4 5.4 99,558,380-1 Lo Aguirre Chile 97,051,000-1 Banco Corpbanca Chile UF 27-01-2023 Monthly 5.4 5.4 99,558,380-1 Lo Aguirre Chile 97,051,000-1 Banco Corpbanca Chile UF 26-12-2022 Monthly 5.8 5.8 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.75 4.75 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.75 4.75 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 5.31 5.31 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.58 4.58 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.58 4.58 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.68 4.68 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.68 4.68 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4 4 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.29 4.29 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.88 4.88 96,863,530-1 Peñalolen Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.35 4.35 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.75 4.75 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.75 4.75 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 5.31 5.31 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.46 4.46 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.58 4.58 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.68 4.68 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.58 4.58 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4 4 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.29 4.29 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.88 4.88 96,858,860-5 Huechuraba Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.35 4.35 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.85 4.85 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.87 4.87 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 5.31 5.31 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.6 4.6 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.58 4.58 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.85 4.85 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 30-06-2013 Semiannual 4.58 4.58 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 29-06-2013 Semiannual 4 4 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.55 4.55 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.83 4.83 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 4.35 4.35 96,891,540-1 Temuco Chile 97,004,000-5 Banco de Chile Chile UF 26-06-2013 Semiannual 6.56 6.56 76,899,160-K Chicureo Chile 97,004,000-5 Banco de Chile Chile UF 03-12-2025 Monthly 4.87 4.87 76,899,160-K Chicureo Chile 97,004,000-5 Banco de Chile Chile UF 12-12-2026 Monthly 4.192 4.192 76,081,583-7 Machali Chile 97,051,000-1 Banco Corpbanca Chile UF 30-04-2030 Semiannual 4.87 4.87 76,081,583-7 Machali Chile 97,051,000-1 Banco Corpbanca Chile UF 11-04-2031 Monthly 4.98 4.98 76,081,583-7 Machali Chile 97,051,000-1 Banco Corpbanca Chile UF 19-04-2030 Monthly 4.87 76,895,340-6 Curauma Chile 97,051,000-1 Banco Corpbanca Chile UF 19-04-2027 Monthly 4.98 4.98 76,081,583-7 Machali Chile 97,051,000-1 Banco Corpbanca Chile UF 19-04-2030 Monthly 4.87 4.87 76,066,282-8 Gestion Chile 97,051,000-1 Banco Corpbanca Chile Non-adj Ch$ L/Credit 76,066,282-8 Gestion Chile 97,051,000-1 Banco Corpbanca Chile Non-adj Ch$ L/Overdraft 76,081,583-7 Machali Chile 97,051,000-1 Banco Corpbanca Chile Non-adj Ch$ 96,856,780-2 Consalud Chile 97,006,000-6 Banco BCI Chile uf 20/07/2014 forward 96,856,780-2 Consalud Chile 97,080,000-k Banco BICE Chile UF 22/10/2022 Monthly 99,003,000-6 Vida Cámara Chile 97,080,000-k Banco BICE Chile UF 01-07-2014 Quarterly 0.0095 0.0095 99,003,000-6 Vida Cámara Chile 97,006,000-6 Banco BCI Chile UF 14-06-2013 Monthly 0.005 0.005 Total 4.87 L/Overdraft 4.97 4.70 PRINCIPAL OWED, NOMINAL AMOUNT ThCh$ 0-3 MONTHS ThCh$ - 3,715,267 129,602 388,807 - 1,264,921 48,651 145,952 - 3,317,879 104,775 314,325 384,175 - 6,498,373 193,021 579,063 772,084 - 7,467,347 227,819 683,456 - 368,094 2,259 - 500,000 - 3-12 MONTHS ThCh$ 1-2 YEARS ThCh$ 2-3 YEARS ThCh$ 3-5 YEARS ThCh$ 5-10 YEARS ThCh$ OVER 10 YEARS ThCh$ AMOUNT CURRENT ThCh$ NON-CURRENT ThCh$ 128 518,409 518,409 1,036,819 1,123,220 - - 194,603 194,603 389,206 291,905 - - 518,409 3,196,858 129 194,603 1,070,318 454,026 838,201 1,222,376 - - 419,100 2,898,778 772,084 1,544,168 2,637,954 - - 772,084 5,726,289 879,539 843,066 1,577,359 3,256,108 - - 911,275 6,556,071 365,835 - - - - - - 368,094 - 125,000 375,000 - - - - - - 500,000 - 827,202 20,451 61,353 81,804 81,804 163,609 418,181 154,428 24 81,804 899,826 - 2,499,479 61,026 183,078 243,869 243,847 487,695 1,279,964 426,969 24 244,104 2,682,344 - 2,425,207 60,899 171,486 243,597 243,597 487,193 1,218,435 487,707 24 232,385 2,680,529 - 805,821 20,145 60,437 80,582 80,582 161,164 402,911 161,621 24 80,582 886,860 - 1,870,478 1,870,478 - - - - - - - 1,870,478 - - 1,973,043 1,973,043 - - - - - - - 1,973,043 - - 662,121 662,121 - - - - - - - 662,121 - YES 101,107 56,821 170,464 227,286 227,286 454,571 1,136,428 1,042,587 19-07-2027 227,286 3,088,157 YES 25,298 12,890 38,669 51,558 51,558 103,116 257,790 330,831 13-05-2029 51,558 794,853 YES 120,405 67,667 203,001 270,668 270,668 541,337 1,330,786 1,241,551 19-07-2027 270,668 3,655,010 YES 41,469 30,806 92,418 123,223 123,223 246,447 616,117 - 26-12-2022 123,223 1,109,010 YES 38,940 28,748 86,243 114,991 114,991 229,981 574,953 9,583 27-01-2023 114,991 1,044,497 YES 15,351 13,457 39,907 51,446 49,527 93,333 199,678 - 26-12-2022 53,364 393,983 YES 24,642 18,191 54,574 72,766 72,767 145,535 363,845 6,053 27-01-2023 72,766 660,966 YES 17,987 13,589 40,766 54,355 54,355 108,711 267,247 5,727 26-12-2022 54,355 490,395 NO 10,239 2,712 231,150 - - - - - - 233,862 - NO 10,234 2,712 231,029 - - - - - - 233,741 - NO 10,235 2,672 231,110 - - - - - - 233,782 - NO 10,267 3,032 231,473 - - - - - - 234,505 - NO 10,230 2,615 231,052 - - - - - - 233,667 - NO 10,230 2,615 231,052 - - - - - - 233,667 - NO 10,230 2,615 231,052 - - - - - - 233,667 - NO 10,201 2,284 230,717 - - - - - - 233,001 - NO 10,211 2,450 230,776 - - - - - - 233,226 - NO 10,240 2,787 231,101 - - - - - - 233,888 - NO 10,214 2,484 230,809 - - - - - - 233,293 - NO 10,751 2,848 242,707 - - - - - - 245,555 - NO 10,745 2,848 242,581 - - - - - - 245,429 - NO 10,747 2,806 242,665 - - - - - - 245,471 - NO 10,780 3,184 243,047 - - - - - - 246,231 - NO 10,735 2,673 242,530 - - - - - - 245,203 - NO 10,783 2,746 243,550 - - - - - - 246,296 - NO 10,742 2,746 242,604 - - - - - - 245,350 - NO 10,711 2,398 242,253 - - - - - - 244,651 - NO 10,721 2,572 242,314 - - - - - - 244,886 - NO 10,752 2,926 242,656 - - - - - - 245,582 - NO 10,725 2,608 242,349 - - - - - - 244,957 - NO 7,683 2,077 173,406 - - - - - - 175,483 - NO 7,679 2,077 173,313 - - - - - - 175,390 - NO 7,684 2,086 173,414 - - - - - - 175,500 - NO 7,700 2,274 173,605 - - - - - - 175,879 - NO 7,673 1,970 173,298 - - - - - - 175,268 - NO 7,673 1,961 173,289 - - - - - - 175,250 - NO 7,673 1,961 173,289 - - - - - - 175,250 - NO 7,653 1,751 173,038 - - - - - - 174,789 - NO 168 1,949 173,189 - - - - - - 175,138 - NO 7,682 2,069 173,397 - - - - - - 175,466 - NO 7,660 1,863 173,106 - - - - - - 174,969 - NO 247 1,967 174,989 - - - - - - 176,956 - YES 132,864 79,212 237,637 316,850 316,850 633,700 1,584,249 950,338 03-12-2025 316,850 3,801,988 YES 30,000 46,150 61,943 80,252 77,907 147,945 326,428 216,190 12-12-2026 108,093 848,721 YES 82,977 40,211 120,632 160,843 160,843 482,529 817,618 1,005,268 19-04-2030 160,843 2,627,101 1,042,994 YES 33,542 19,943 59,558 422,281 11-04-2031 79,500 YES 15,750 7,326 21,973 29,297 29,297 58,595 141,604 292,974 19-04-2030 29,299 551,768 YES 200,000 - - 856,855 77,390 552,841 75,281 1,054,712 144,320 2,335,765 323,722 1,680,055 19-04-2027 - 6,480,229 YES - - - - - - - 349,211 19-04-2030 - 349,211 NO - 258 - - - - - - - - - NO - 1,434 - - - - - - - - - - 9,136 - - - - - - - - - 44,242 - - 1,033,427 - - - - - - 1,033,427 28,128 - 52,493 0 - - 589,974 - - 52,493 589,974 NO 274,089 237 - 274,089 - - - - - 237 274,089 NO 45,807 - - 45,807 - - - - - - 45,807 31,270,086 1,523,062 11,900,980 7,239,765 5,609,412 11,130,246 22,717,258 8,783,374 - 17,918,856 55,480,053 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries GUARANTEE Loans from financial institutions as of December 31, 2011 DEBTOR CREDITOR FINANCIAL INTITUTION MATURITY DATE COUNTRY PAYMENT OF INTERESTS (MONTHLY, BIANNUAL, ANNUAL) NOMINAL INTEREST RATE EFFECTIVE INTEREST RATE TAX ID Nº COMPANY COUNTRY 96,980,350-K Soc. Educ. Ciudad del Este S.A. Chile 97,051,000-1 Banco Desarrollo Chile UF 19/7/27 Monthly 5.2 5.2 96,987,460-1 Soc. Educ. Puerto Montt S.A. Chile 97,051,000-1 Banco Desarrollo Chile UF 19/7/27 Monthly 5.2 5.2 96,946,770-4 Soc. Educ. Valle Lo Campino S.A. Chile 97,023,000-9 Banco Corpbanca Chile UF 26/12/22 Monthly 5.4 5.4 96,946,770-4 Soc. Educ. Valle Lo Campino S.A. Chile 97,023,000-9 Banco Corpbanca Chile UF 27/1/23 Monthly 5.4 5.4 99,558,380-1 Soc. Edic. Lo Aguirre S.A. Chile 97,023,000-9 Banco Corpbanca Chile UF 26/12/22 Monthly 5.4 5.4 99,558,380-1 Soc. Edic. Lo Aguirre S.A. Chile 97,023,000-9 Banco Corpbanca Chile UF 27/1/23 Monthly 5.4 5.4 99,558,380-1 Soc. Edic. Lo Aguirre S.A. Chile 97,023,000-9 Banco Corpbanca Chile UF 26/12/22 Monthly 5.8 5.8 96,863,530-1 Soc. Educ. Peñalolen S.A. Chile 97,004,000-5 Banco de Chile Chile UF 31/12/13 Semiannual 4.75 4.75 96,863,530-1 Soc. Educ. Peñalolen S.A. Chile 97,004,000-5 Banco de Chile Chile UF 28/2/14 Semiannual 4.75 4.75 96,863,530-1 Soc. Educ. Peñalolen S.A. Chile 97,004,000-5 Banco de Chile Chile UF 31/12/13 Semiannual 5.31 5.31 96,863,530-1 Soc. Educ. Peñalolen S.A. Chile 97,004,000-5 Banco de Chile Chile UF 31/12/13 Semiannual 4.58 4.58 96,863,530-1 Soc. Educ. Peñalolen S.A. Chile 97,004,000-5 Banco de Chile Chile UF 26/12/13 Semiannual 4.58 4.58 96,863,530-1 Soc. Educ. Peñalolen S.A. Chile 97,004,000-5 Banco de Chile Chile UF 30/9/14 Semiannual 4.68 4.68 96,863,530-1 Soc. Educ. Peñalolen S.A. Chile 97,004,000-5 Banco de Chile Chile UF 30/9/14 Semiannual 4.68 4.68 96,863,530-1 Soc. Educ. Peñalolen S.A. Chile 97,004,000-5 Banco de Chile Chile UF 30/9/14 Semiannual 4 4 96,858,860-5 Soc. Educ. Huechuraba S.A. Chile 97,004,000-5 Banco de Chile Chile UF 3/12/13 Semiannual 4.75 4.75 96,858,860-5 Soc. Educ. Huechuraba S.A. Chile 97,004,000-5 Banco de Chile Chile UF 31/3/13 Semiannual 4.75 4.75 96,858,860-5 Soc. Educ. Huechuraba S.A. Chile 97,004,000-5 Banco de Chile Chile UF 20/2/15 Semiannual 5.31 5.31 96,858,860-5 Soc. Educ. Huechuraba S.A. Chile 97,004,000-5 Banco de Chile Chile UF 30/6/13 Semiannual 4.46 4.46 96,858,860-5 Soc. Educ. Huechuraba S.A. Chile 97,004,000-5 Banco de Chile Chile UF 31/12/14 Semiannual 4.58 4.58 96,858,860-5 Soc. Educ. Huechuraba S.A. Chile 97,004,000-5 Banco de Chile Chile UF 30/9/14 Semiannual 4.68 4.68 96,858,860-5 Soc. Educ. Huechuraba S.A. Chile 97,004,000-5 Banco de Chile Chile UF 26/12/13 Semiannual 4.58 4.58 96,858,860-5 Soc. Educ. Huechuraba S.A. Chile 97,004,000-5 Banco de Chile Chile UF 30/6/14 Semiannual 4 4 96,891,540-1 Soc. Educ. Temuco S.A. Chile 97,004,000-5 Banco de Chile Chile UF 31/12/13 Semiannual 4.85 4.85 96,891,540-1 Soc. Educ. Temuco S.A. Chile 97,004,000-5 Banco de Chile Chile UF 30/9/14 Semiannual 4.87 4.87 96,891,540-1 Soc. Educ. Temuco S.A. Chile 97,004,000-5 Banco de Chile Chile UF 28/2/14 Semiannual 5.31 5.31 96,891,540-1 Soc. Educ. Temuco S.A. Chile 97,004,000-5 Banco de Chile Chile UF 31/12/13 Semiannual 4.6 4.6 96,891,540-1 Soc. Educ. Temuco S.A. Chile 97,004,000-5 Banco de Chile Chile UF 26/12/13 Semiannual 4.58 4.58 96,891,540-1 Soc. Educ. Temuco S.A. Chile 97,004,000-5 Banco de Chile Chile UF 28/2/14 Semiannual 4.85 4.85 96,891,540-1 Soc. Educ. Temuco S.A. Chile 97,004,000-5 Banco de Chile Chile UF 31/12/13 Semiannual 4.58 4.58 96,891,540-1 Soc. Educ. Temuco S.A. Chile 97,004,000-5 Banco de Chile Chile UF 26/12/13 Semiannual 4 4 96,891,540-1 Soc. Educ. Puerto Montt S.A. Chile 97,051,000-1 Banco del Desarrollo Chile Non-adj Ch$ L/Credit - - 96,891,540-1 Soc. Edic. Lo Aguirre S.A. Chile 97,023,000-9 Corpbanca Chile Non-adj Ch$ L/Credit - - 76,899,160-K Soc. Educ. Chicureo S.A. Chile 97,004,000-5 Banco de Chile Chile UF Monthly - - 76,081,583-7 Soc. Educ.Machalí S.A. Chile 97,023,000-9 Corpbanca Chile UF Semiannual 4.87 4.87 96,942,400-2 Magasalud S.A. Chile 97,023,000-9 Banco BBVA Chile Non-adj Ch$ Monthly 6.5 6.5 96,942,400-2 Magasalud S.A. Chile 97,023,000-9 Banco BBVA Chile UF Monthly 4.5918 4.5918 96,942,400-2 Magasalud S.A. Chile 97,023,000-9 Banco BBVA Chile Non-adj Ch$ Monthly 7.1864 7.1864 96,598,850-5 Clínica Iquique Chile 97,011,000-3 Banco Internacional Chile Non-adj Ch$ 26/11/12 Monthly 0.8 0.8 96,598,850-5 Clínica Iquique Chile 97,030,000-7 Banco Estado Chile Non-adj Ch$ 04/08/11 Monthly 0.52 0.52 78,053,560-1 Clinica Tabancura S.A. Chile 97,030,000-7 Banco Estado Chile UF 1/11/22 Annual 6.3 6.3 78,053,560-1 Clinica Tabancura S.A. Chile 97,030,000-7 Banco Estado Chile Non-adj Ch$ 25/5/12 Annual 4.7 4.7 76,020,458-7 Red Salud S.A. Chile 97,004,000-5 Banco de Chile Chile Non-adj Ch$ 6/6/11 Annual 4.68 76,020,458-7 Red Salud S.A. Chile 97,053,000-2 Banco Security Chile Non-adj Ch$ 31/1/11 - - 76,020,458-7 Red Salud S.A. Chile 97,053,000-2 Banco Security Chile Non-adj Ch$ 31/1/11 - - 96,885,930-7 Clínica Bicentenario S.A. Chile 97,080,000-K Banco Bice Chile - - Annual TAB UF+2.3 TAB UF+2.3 96,885,930-7 Clínica Bicentenario S.A. Chile 97,053,000-2 Banco Security Chile - - Annual TAB UF+2.3 TAB UF+2.3 96,856,780-2 Isapre Consalud S.A. Chile 97,004,000-5 Banco de Chile Chile UF 1/10/11 94,139,000-5 Invesco S.A. Chile 97,006,000-6 Banco BCI Chile Non-adj Ch$ - - 99,003,000-6 Cía. Seguros Vida Cámara S.A. Chile 97,080,000-K Banco BICE Chile UF - Quarterly TOTAL TAX ID Nº CURRENCY OR ADJUSTMENT INDEX Semiannual 4.68 - 2.36 2.36 TAB UF + 0,85 TAB UF + 0.85 0.0095 0.0095 GUARANTEE PRINCIPAL OWED, NOMINAL AMOUNT ThCh$ 0-3 MONTHS ThCh$ 3-12 MONTHS ThCh$ 1-2 YEARS ThCh$ 2-3 YEARS ThCh$ 3-5 YEARS ThCh$ 5-10 YEARS ThCh$ OVER 10 YEARS ThCh$ AMOUNT CURRENT ThCh$ NON-CURRENT ThCh$ 130 109,845 22,829 68,613 96,043 101,568 219,893 1,847,844 - - 91,442 2,265,348 - 130,811 27,186 81,711 114,375 120,956 261,866 2,200,529 - - 108,897 2,697,726 - 47,369 15,281 46,360 64,955 68,749 149,295 671,690 - - 61,641 954,689 - 44,421 14,198 43,064 60,339 63,865 138,688 632,926 - - 57,262 895,818 - 18,414 8,232 24,698 32,866 32,930 65,861 230,492 - - 32,930 362,149 - 28,111 8,985 27,253 38,185 40,416 87,768 400,533 - - 36,238 566,902 - 20,476 6,354 19,633 27,418 29,144 63,676 293,100 - - 25,987 413,338 - 10,000 - - - 214,556 - - - - - 214,556 - 10,000 - - - - 214,556 - - - - 214,556 - 10,000 - - - 214,556 - - - - - 214,556 - 10,000 - - - 214,556 - - - - - 214,556 - 10,000 - - - 214,556 - - - - - 214,556 - 10,000 - - - - 214,556 - - - - 214,556 - 10,000 - - - 214,556 - - - - - 214,556 - 10,001 - - - - 214,579 - - - - 214,579 - 10,500 - - - - 225,283 - - - - 225,283 - 10,500 - - - - 225,283 - - - - 225,283 - 10,500 - - - - 225,283 - - - - 225,283 - 10,500 - - - - 225,283 - - - - 225,283 - 10,505 - - - - - 225,283 - - - 225,283 - 10,500 - - - - - 225,283 - - - 225,283 - 10,500 - - - 225,283 - - - - - 225,283 - 10,535 - - - - 226,404 - - - - 226,404 - 7,500 - - - 160,917 - - - - - 160,917 - 7,500 - - - - 160,917 - - - - 160,917 - 7,500 - - - - 160,917 - - - - 160,917 - 7,500 - - - 160,917 - - - - - 160,917 - 7,500 - - - 160,917 - - - - - 160,917 - 7,500 - - - - 160,917 - - - - 160,917 - 7,500 - - - 160,917 - - - - - 160,917 - 7,503 - - - 160,988 - - - - - 160,988 - - 13,747 - - - - - - - 13,747 - - - 1,859 - - - - - - - 1,859 - - 134,000 - - 24,367 160,481 345,684 2,344,512 - - - 2,875,044 - 85,000 - - 60,029 68,540 147,256 435,665 1,112,231 30 años - 1,823,721 - 3,558,580 71,620 221,060 312,238 333,473 736,526 1,883,663 - - 292,680 3,265,900 - 1,289,643 31,320 96,095 133,266 139,385 298,265 590,901 - - 127,415 1,161,817 - 2,982,724 52,439 162,969 231,117 247,972 551,515 1,736,711 - - 215,408 2,767,315 - 176,399 21,987 65,966 88,446 - - - - - 87,953 88,446 - 367,636 - 367,636 - - - - - - 367,636 - - 297,808 133,516 400,547 - 536,390 1,609,171 3,218,343 491,667 11 años 534,063 5,855,572 - 195,862 34,226 102,679 - 58,957 - - - - 136,905 58,957 - 10,000,000 - 10,000,000 - - - - - - 10,000,000 - - 263,528 263,528 - - - - - - - 263,528 - - 7,302 7,302 - - - - - - - 7,302 - - 15,587,561 - - 1,558,786 3,117,422 3,117,423 7,793,930 - - - 15,587,561 - 15,587,561 - - 1,558,786 3,117,422 3,117,423 7,793,931 - - - 15,587,562 - 95,740 - 2,054,154 - - - - - - 2,054,154 - - 110,000,000 - 110,000,000 - - - - - - 110,000,000 - - 12,000 - - - - 257,467 - - - - 257,467 124,517,047 62,292,595 - 131 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries - Finance lease as of December 31, 2012. DEBTOR TAX ID Nº COMPANY CREDITOR COUNTRY FINANCIAL INTITUTION TAX ID Nº COUNTRY CURRENCY OR ADJUSTMENT INDEX MATURITY DATE 96,942,400-2 Megasalud S.A. Chile 97.004.000-5 Banco Chile Chile UF 07-08-2013 96,942,400-2 Megasalud S.A. Chile 97.004.000-5 Banco Chile Chile $ 17-01-2016 78,053,560-1 Servicios Médicos Tabancura S.A. Chile 97.030.000-7 Banco Estado Chile UF 13-04-2013 78,053,560-1 Servicios Médicos Tabancura S.A. Chile 97.030.000-7 Banco Estado Chile UF 12-04-2012 78,053,560-1 Servicios Médicos Tabancura S.A. Chile 97.030.000-7 Banco Estado Chile UF 02-04-2015 78,053,560-1 Servicios Médicos Tabancura S.A. Chile 97.030.000-7 Banco Estado Chile UF 06-03-2016 78,053,560-1 Servicios Médicos Tabancura S.A. Chile 97.030.000-7 Banco Estado Chile UF 06-03-2016 78,040,520-1 Avansalud S.A. Chile 97.080.000-K Banco BICE Chile UF 05-11-2015 78,040,520-1 Avansalud S.A. Chile 97.080.000-K Banco BICE Chile UF 05-01-2016 78,040,520-1 Avansalud S.A. Chile 97.080.000-K Banco BICE Chile UF 09-11-2015 78,040,520-2 Avansalud S.A. Chile 97.080.000-K Banco BICE Chile UF 09-12-2015 78,040,520-3 Avansalud S.A. Chile 97.080.000-K Banco BICE Chile UF 10-02-2016 78,040,520-3 Avansalud S.A. Chile 97.080.000-K Banco BICE Chile UF 15-09-2015 78,040,520-3 Avansalud S.A. Chile 97.080.000-K Banco BICE Chile UF 20-03-2013 78,040,520-3 Avansalud S.A. Chile 97.080.000-K Banco BICE Chile UF 20-07-2015 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco BICE Chile UF 15-07-2016 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 03-09-2013 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 07-05-2015 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 12-11-2016 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 24-04-2015 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 24-04-2015 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 24-04-2015 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 30-04-2014 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 24-05-2015 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 30-06-2017 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 18-02-2015 78,040,520-3 Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 30-06-2015 78,040,520-3 Avansalud S.A. Chile 81.513.400-1 Banco BBVA Chile UF 17-01-2013 78,040,520-3 Avansalud S.A. Chile 92.040.000-0 IBM Chile UF 28-06-2013 78,040,520-3 Avansalud S.A. Chile 92.040.000-0 IBM Chile UF 28-06-2013 78,040,520-3 Avansalud S.A. Chile 97.080.000-K Banco Bice Cía Seguros Chile UF 31-12-2028 78,040,520-3 Avansalud S.A. Chile 97.080.000-K Banco Bice Cía Seguros Chile UF 21-12-2028 76,853,020-3 Resonancia Magnetica Clinica Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 30-04-2013 76,853,020-3 Resonancia Magnetica Clinica Avansalud S.A. Chile 97.004.000-5 Banco de Chile Chile UF 31-03-2018 96,885,930-7 Clinica Bicentenario S.A. Chile 97.053.000-2 Banco Security Chile UF 31-03-2037 96,885,930-7 Clinica Bicentenario S.A. Chile 97.080.000-K Banco Bice Chile UF 31-03-2037 99,558,380-1 Lo Aguirre Chile 97.023.000-9 CORPBANCA-Leasing Chile UF 15-06-2022 96,858,860-5 Huechuraba Chile 93.750.000-9 Leasing Andino Chile UF 07-01-2013 96,858,860-5 Huechuraba Chile 93.750.000-9 Leasing Andino Chile UF 07-01-2013 96,858,860-5 Huechuraba Chile 93.750.000-9 Leasing Andino Chile UF 07-01-2013 96,858,860-5 Huechuraba Chile 93.750.000-9 Leasing Andino Chile UF 07-12-2012 96,863,530-1 Peñalolen Chile 93.750.000-9 Leasing Andino Chile UF 07-01-2013 96,891,540-1 Temuco Chile 93.750.000-9 Leasing Andino Chile UF 30-08-2013 98,000,100-8 A.F.P. Hábitat S.A. Chile Scotiabank Chile U.F. 15-11-2020 98,000,700-8 A.F.P. Hábitat S.A. Chile CIT Leasing Chile Chile US$ 31-05-2015 TOTAL EFFECTIVE INTEREST RATE 0-3 MONTHS ThCh$ 3-12 MONTHS ThCh$ 1-2 YEARS ThCh$ 2-3 YEARS ThCh$ 3-5 YEARS ThCh$ 3.83% 3.83% 18,340 28,058 8.18% 8.18% 8,904 29,679 0.40% 0.40% 5,865 17,596 - 0.22% 0.22% 12,146 36,437 0.27% 0.27% 18,778 56,334 0.32% 0.32% 20,391 0.35% 0.35% 15,344 4.66% 4.66% 5.11% 5-10 YEARS ThCh$ - - - - 46,398 0 35,615 35,615 - - 38,583 71,230 - - - 23,461 0 16,194 - - - 48,582 16,194 75,111 25,037 - - 75,111 100,148 61,173 81,563 81,563 20,391 - 81,563 183,518 46,031 61,374 61,374 30,687 - 61,374 153,435 6,591 19,772 26,362 24,165 - - 26,362 50,528 5.11% 4,468 13,404 17,872 17,872 1,489 - 17,872 37,234 4.12% 4.12% 15,216 45,647 60,863 55,791 - - 60,863 116,654 5.17% 5.17% 7,434 22,302 29,736 29,736 - - 29,736 59,472 5.10% 5.10% 28,738 86,215 114,954 114,954 19,159 - 114,954 249,066 3.16% 3.16% 24,623 73,868 98,491 73,868 - - 98,491 172,359 3.73% 3.73% 3,135 - - - - - 3,135 0 4.37% 4.37% 8,047 24,141 32,188 18,776 - - 32,188 50,965 5.92% 5.92% 5,853 17,558 23,411 23,411 15,607 - 23,411 62,428 5.14% 5.14% 8,010 16,019 - - - - 24,029 0 3.11% 3.11% 9,831 29,493 39,324 16,385 - - 39,324 55,708 4.39% 4.39% 7,561 22,684 30,246 30,246 27,725 - 30,246 88,217 4.00% 4.00% 2,106 6,317 8,423 2,808 - - 8,423 11,230 3.69% 3.69% 3,941 11,824 15,766 5,255 - - 15,766 21,021 4.17% 4.17% 2,563 7,688 10,251 3,417 - - 10,251 13,668 6.97% 6.97% 22,604 50,859 22,604 - - - 73,463 22,604 5.13% 5.13% 12,983 38,949 51,931 21,638 - - 51,931 73,569 5.00% 5.00% 8,133 60,144 80,193 80,193 120,289 - 68,278 280,674 5.34% 5.34% 2,278 6,833 9,111 1,518 - - 9,111 10,629 5.35% 5.35% 6,091 18,272 24,363 12,181 - - 24,363 36,544 4.60% 4.60% 1,182 - - - - - 1,182 0 0.00% 0.00% 12,337 9,253 - - - - 21,589 0 0.00% 0.00% 434 325 - - - - 759 0 5.34% 5.34% 107,349 322,048 429,397 429,397 858,794 4,723,365 429,397 6,440,952 5.20% 5.20% 68,571 6,495,072 307,886 329,363 729,252 7,647,515 6,563,644 9,014,016 4.65% 4.65% 34,538 8,187 - - - - 42,725 0 4.32% 4.32% 21,010 45,130 65,067 60,173 120,346 15,043 66,140 260,629 5.70% 5.70% 312,508 931,079 1,226,213 1,208,505 2,362,528 18,806,792 175 meses 1,243,587 23,604,037 5.70% 5.70% 312,508 931,079 1,226,213 1,208,505 2,362,528 18,806,792 175 meses 1,243,587 23,604,037 5.54 5.54 54,600 163,800 218,400 218,400 436,799 982,798 218,400 1,856,397 7.98 7.98 40,417 - - - - - 40,417 0 8.43 8.43 6,356 - - - - - 6,356 0 7.69 7.69 6,074 - - - - - 6,074 0 6.14 6.14 0 - - - - - 0 0 5.87 5.87 82,879 - - - - - 82,879 0 7.46 7.46 137,127 228,546 - - - - 365,673 0 0.31 0.31 45,321 - 33,847 33,847 67,694 135,395 45,321 270,783 0.0109 0.0109 254,629 - - - - - 254,629 0 1,787,814 9,981,816 4,472,969 4,223,993 7,173,288 51,117,700 11,769,628 66,987,946 OVER 10 YEARS CURRENT ThCh$ NON-CURRENT ThCh$ 132 133 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries NOMINAL INTEREST RATE Finance lease as of December 31, 2011. DEBTOR TAX ID Nº COMPANY CREDITOR COUNTRY FINANCIAL INTITUTION TAX ID Nº COUNTRY CURRENCY OR ADJUSTMENT INDEX MATURITY DATE 96.942.400-2 Megasalud S.A. Chile 97.004.000-5 Banco deChile Chile Ch$ 13/4/12 96.942.400-2 Megasalud S.A. Chile 97.004.000-5 Banco deChile Chile Ch$ 13/4/12 96.942.400-2 Megasalud S.A. Chile 97.004.000-5 Banco deChile Chile Ch$ 20/5/12 96.942.400-2 Megasalud S.A. Chile 97.004.000-5 Banco deChile Chile UF 27/7/12 96.942.400-2 Megasalud S.A. Chile 97.004.000-5 Banco deChile Chile UF 8/8/12 96.942.400-2 Megasalud S.A. Chile 97.004.000-5 Banco deChile Chile UF 6/9/12 96.942.400-2 Megasalud S.A. Chile 97.004.000-5 Banco deChile Chile UF 11/12/12 96.942.400-2 Megasalud S.A. Chile 97.004.000-5 Banco deChile Chile Ch$ 7/6/13 96.942.400-2 Megasalud S.A. Chile 97.004.000-5 Banco deChile Chile UF 13/4/12 96.942.400-2 Megasalud S.A. Chile 97.032.000-8 Banco BBVA Chile UF 1/7/12 96.942.400-2 Megasalud S.A. Chile 97.032.000-8 Banco BBVA Chile UF 15/4/12 96.942.400-2 Megasalud S.A. Chile 97.032.000-8 Banco BBVA Chile UF 15/8/12 96.942.400-2 Megasalud S.A. Chile 97.032.000-8 Banco BBVA Chile UF 15/8/12 96.942.400-2 Megasalud S.A. Chile 97.032.000-8 Banco BBVA Chile UF 15/8/12 96.942.400-2 Megasalud S.A. Chile 97.032.000-8 Banco BBVA Chile UF 15/8/12 96.942.400-2 Megasalud S.A. Chile 97.032.000-8 Banco BBVA Chile UF 1/8/12 96.942.400-2 Megasalud S.A. Chile 97.032.000-8 Banco BBVA Chile UF 15/8/12 78.040.520-1 Avansalud S.A. Chile 97.080.000-K Banco BICE Chile UF - 78.040.520-1 Avansalud S.A. Chile 97.004.000-5 Banco deChile Chile UF - 78.040.520-1 Avansalud S.A. Chile 97.032.000-8 Banco BBVA Chile UF - 78.040.520-1 Avansalud S.A. Chile 92.040.000-0 IBM Chile UF - 78.040.520-1 Avansalud S.A. Chile 96.456.000-5 Bice Vida Cia. De Seguros S.A. Chile UF - 78.053.560-1 Clínica Tabancura S.A. Chile 97.030.000-7 Banco Estado Chile UF 1/6/12 78.053.560-1 Clínica Tabancura S.A. Chile 97.030.000-7 Banco Estado Chile UF 13/3/13 78.053.560-1 Clínica Tabancura S.A. Chile 97.030.000-7 Banco Estado Chile UF 12/4/14 96.885.930-7 Clínica Bicentenario S.A. Chile 97.080.000-k Banco BICE Chile UF 31/3/37 96.885.930-7 Clínica Bicentenario S.A. Chile 97.053.000-2 Banco Security Chile UF 31/3/37 99.558.380-1 Soc. Educ. Lo Aguirre. S.A. Chile 97.023.000-9 Corp-Banca Leasing Chile UF 15/6/22 96.858.860-5 Soc. Educ. Huechuraba S.A. Chile 93.750.000-9 Leasing Andino Chile UF 7/1/13 96.858.860-5 Soc. Educ. Huechuraba S.A. Chile 93.750.000-9 Leasing Andino Chile UF 7/1/13 96.858.860-5 Soc. Educ. Huechuraba S.A. Chile 93.750.000-9 Leasing Andino Chile UF 7/1/13 96.858.860-5 Soc. Educ. Huechuraba S.A. Chile 93.750.000-9 Leasing Andino Chile UF 7/12/12 96.863.530-1 Soc. Educ. Peñalolén S.A. Chile 93.750.000-9 Leasing Andino Chile UF 7/1/13 96.891.540-1 Soc. Educ. Temuco S.A. Chile 93.750.000-9 Leasing Andino Chile UF 30/8/13 98.000.100-8 A.F.P. Habitat S.A. Chile Scotiabank Chile UF 15/11/20 Total MATURITY DATE (IN FACE VALUE) EFFECTIVE INTEREST RATE CURRENT 0-3 MONTHS 3-12 MONTHS 1-3 YEARS 3-5 YEARS NON-CURRENT 134 OVER 5 YEARS - 7.31 2,465 1,644 - - - 4,109 - - 7.35 2,468 1,645 - - - 4,113 - - 7.39 2,470 2,470 - - - 4,940 - - 4.51 3,277 5,461 - - - 8,738 - - 4.47 10,185 16,975 - - - 27,160 - - 8.28 1,898 5,694 633 - - 7,592 633 - 4.76 3,600 7,199 - - - 10,799 - - 3.83 16,432 49,295 43,818 - - 65,727 43,818 - 4.51 10,725 7,150 - - - 17,875 - - 5.57 1,902 2,536 - - - 4,438 - - 10.24 27,927 9,309 - - - 37,236 - - 4.3 1,398 2,330 - - - 3,728 - - 4.3 1,398 2,330 - - - 3,728 - - 4.3 1,398 2,330 - - - 3,728 - - 4.3 1,398 2,330 - - - 3,728 - - 4.3 2,716 4,526 - - - 7,242 - - 4.3 1,398 2,330 - - - 3,728 - - 4.32 98,037 287,698 745,778 347,295 - 385,735 1,093,073 - 4.65 98,723 289,289 464,174 206,141 73,416 388,012 743,731 - 4.6 3,460 10,381 1,153 - - 13,841 1,153 - 0 9,349 28,046 18,698 - - 37,395 18,698 - 5.34 149,368 514,985 6,340,763 1,571,597 12,578,804 664,353 20,491,164 - 0.32 10,773 32,320 5,458 - - 43,093 5,458 - 0.40 16,988 50,965 18,464 - - 67,953 18,464 - 0.22 11,744 35,231 57,338 - - 46,975 57,338 - 5.07 469,996 2,094,863 3,765,091 2,510,060 25,100,607 2,564,859 31,375,758 - 5.07 516,885 2,141,752 3,765,091 2,510,060 25,100,607 2,658,637 31,375,758 - 5.54 32,051 96,154 332,943 332,943 915,593 128,205 1,581,479 - 7.98 113,463 340,388 39,198 - - 453,851 39,198 - 8.245 17,809 53,429 6,162 - - 71,238 6,162 - 7.6881 17,085 51,254 5,893 - - 68,339 5,893 - 6.142 24,832 74,495 - - - 99,327 - - 5.8695 235,086 705,559 80,511 - - 940,645 80,511 - 7.4622 122,866 368,298 347,450 - - 491,164 347,450 11,161 33,484 89,291 89,291 178,581 44,645 357,163 9,386,876 87,642,902 - - 135 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries NOMINAL INTEREST RATE Future finance lease liabilities are comprised as follows: FUTURE MINIMUM PAYMENTS ThCh$ PRESENT VALUE OF FUTURE MINIMUM PAYMENTS ThCh$ INTEREST ThCh$ Up to 1 year 11,769,626 9,734,374 2,035,252 1-5 years 16,224,042 9,157,577 7,066,465 Over 5 years 50,763,905 35,610,167 15,153,738 Total 78,757,573 54,502,118 24,255,455 FUTURE MINIMUM PAYMENTS ThCh$ PRESENT VALUE OF FUTURE MINIMUM PAYMENTS ThCh$ INTEREST ThCh$ 9,420,747 6,954,866 2,465,881 1-5 years 24,259,218 12,335,662 11,923,556 Over 5 years 63,991,286 44,702,228 19,289,058 Total 97,671,251 63,992,756 33,678,495 AS OF 2012 AS OF 2011 Up to 1 year The most relevant finance lease agreements are described as follows: DEBTOR RELATIONSHIP CREDITOR Avansalud S.A. Subsidiary Banco Bice Avansalud S.A. Subsidiary Banco Bice Avansalud S.A. Subsidiary Avansalud S.A. TRANSACTION 1 Central Monitoring System-4 mach. Anestesis-4 CONTRACT’S END DATE PURCHASE OPTION PREPAYMENT 05-11-2015 Installment 61 97,5600 UF Included in the contract Electrosurgical generators + Ophthalmologic EQ 05-01-2016 Installment 61 65,2100 UF Included in the contract Banco Bice Beds-Stretchers-Endoscopy towers 09-11-2015 Installment 61 222,0500 UF Included in the contract Subsidiary Banco Bice Electrocardiograph, Defibrillator, other carts 09-12-2015 Installment 61 108,4900 UF Included in the contract Avansalud S.A. Subsidiary Banco Bice Real estate lease and other expansion 10-02-2016 Installment 61 419,4000 UF Included in the contract Avansalud S.A. Subsidiary Banco Bice Miscellaneous hospital equipment 15-09-2115 Installment 61 359,3400 UF Included in the contract Avansalud S.A. Subsidiary Banco Bice Leasing Instrumental 20-03-2013 Installment 25 45,7400 UF Included in the contract Avansalud S.A. Subsidiary Banco Bice Equipment support systems, Surgical Lamps 20-07-2015 Installment 61 117,4400 UF Included in the contract 15-07-2016 Installment 49 85,4100 UF Included in the contract Monitor VideoendoscGastro, Ultrasound System Operation Avansalud S.A. Subsidiary Banco Bice Avansalud S.A. Subsidiary Banco de Chile C-Arm Phillips X-ray equipment 03-09-2013 Installment 25 116,8900 UF Included in the contract Avansalud S.A. Subsidiary Banco de Chile Siemens Acusom S2000 Ecograph 07-05-2015 Installment 61 143,4700 UF Included in the contract Avansalud S.A. Subsidiary Banco de Chile Head panels 24-04-2015 Installment 60 30,7300 UF Included in the contract Avansalud S.A. Subsidiary Banco de Chile Parking control system 24-04-2015 Installment 61 57,5200 UF Included in the contract Avansalud S.A. Subsidiary Banco de Chile Nurse calling system 24-04-2015 Installment 59 37,4000 UF Included in the contract Avansalud S.A. Subsidiary Banco de Chile Scanner equipment 30-04-2014 Installment 61 247,4100 UF Included in the contract table RISK COSTS OPTION Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee RELATIONSHIP CREDITOR TRANSACTION CONTRACT’S END DATE PREPAYMENT PURCHASE OPTION Avansalud S.A. Subsidiary Banco de Chile Emergency Room Furniture and equipment 24-05-2015 Installment 37 189,4700 UF Included in the contract Avansalud S.A. Subsidiary Banco de Chile Multicut Scanner Toshiba, Mod. Aquilion CLX+Wo 30-06-2017 Installment 61 292,5800 UF Included in the contract Avansalud S.A. Subsidiary Banco de Chile ER equipment 18-02-2015 Installment 37 33,2400 UF Included in the contract Avansalud S.A. Subsidiary Banco de Chile Equipment + Instruments 36 30-06-2015 Installment 37 88,8900 UF Included in the contract Avansalud S.A. Subsidiary Banco BBVA 100 PC HP MS 216 17-01-2013 Installment 25 51,7400 UF Included in the contract Avansalud S.A. Subsidiary I.B.M. IBM equipment contract 0011580 Mod.164 28-06-2013 Installment 36 135,0300 UF Included in the contract Avansalud S.A. Subsidiary LB.M. IBM Equipment contract 0011580 Mod.166 28-06-2013 Installment 36 4,7500 UF Included in the contract Real estate lease Avda. Salvador 100, Providencia 31-12-2028 Installment 240 4378,1100 UF Included in the contract Osteopulmonary Digital Direct equipment 12-11-2016 Installment 61 110,3500 UF Included in the contract Expansion Leasing Avda. Salvador 100, Providencia 21-10-2030 Installment 258 2913,4790 UF Included in the contract Avansalud S.A. Subsidiary Avansalud S.A. Subsidiary Avansalud S.A. Subsidiary Clinica Bicentenario S.A. Subsidiary Megnsalud S.A. Subsidiary Megnsalud S.A. Bice Vida Cía. De Seguros Banco de Chile Bice Vida Cía. De Seguros Bice Vida y Vida Construction of a Private Hospital, a medical center, Security an office building, and a parking lot sector. Banco de Chile 18 Dental Chairs Siemens Sirona 31-03-2037 Installment UF 07-06-2013 Installment RISK COSTS OPTION 1237653,1800 +IVA 206,4500 UF 2494056,0000 Included in the contract Included in the contract by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee UF17.74 Cost of the annual policy included in the installment Policy installment included in the Subsidiary Banco de Chile 15 Dental Chairs Anthos Italia, Model A 17-01-2016 Installment $ Subsidiary Banco de Chile MRI Scanner 1 30-04-2013 Installment 61 405,6420 UF Included in the contract Subsidiary Banco de Chile MRI Scanner 2 31-03-2018 Installment 86 201,7206 UF Included in the contract Servicios Médicos Tabancura Subsidiary Banco Estado Medical Equipment Financial Lease 30-04-2013 Installment 49 305,5800 UF Included in the contract Goods insured by the bank (lessor) Servicios Médicos Tabancura Subsidiary Banco Estado Medical Equipment Financial Lease 30-04-2014 Installment 49 210,9300 UF Included in the contract Goods insured by the bank (lessor) Servicios Médicos Tabancura Subsidiary Banco Estado Medical Equipment Financial Lease 02-04-2015 Installment 48 326,1000 UF Included in the contract Goods insured by the bank (lessor) Servicios Médicos Tabancura Subsidiary Banco Estado Medical Equipment Financial Lease 06-03-2016 Installment 49 354,1200 UF Included in the contract Goods insured by the bank (lessor) Servicios Médicos Tabancura Subsidiary Banco Estado Medical Equipment Financial Lease 08-06-2016 Installment 49 266,4600 UF Included in the contract Goods insured by the bank (lessor) Sociedad Educacional Peñalolén Subsidiary Lensing Andino Financial lease for property located at A 07-01-2013 Installment 45 3628,5400 UF Included in the contract Subsidiary Lensing Andino Financial lease for property located at A 07-01-2013 Installment 98 1769,5300 UF Included in the contract Subsidiary Lensing Andino Financial lease for property located at A 07-01-2013 Installment 98 265,9500 UF Included in the contract Sociedad Educacional Lo Aguirre Subsidiary CorpBanca Financial lease for property located at A 15-06-2022 Installment 181 796,8200 UF Included in the contract Sociedad Educacional Temuco Subsidiary Lensing Andino Financial lease for property located at A 30-08-2013 Installment 105 2001,2100 UF Included in the contract Resonancia Magnética Avansalud S.A. Resonancia Magnética Avansalud S.A. Sociedad Educacional Huechuraba Sociedad Educacional Huechuraba +IVA Included in the contract Destruction or impairment costs borne installment without a defined amount Destruction or impairment costs borne by the lessee Destruction or impairment costs borne by the lessee Obligation of engaging insurance policies borne by the lessor Obligation of engaging insurance policies borne by the lessor Obligation of engaging insurance policies borne by the lessor Obligation of engaging insurance policies borne by the lessor Obligation of engaging insurance policies borne by the lessor Series A Notes (Inversiones La Construcción S.A.) On July 28, 2011, ILC issued in Chile an aggregate principal amount of Ch$21,800 million of its fix rate Series A notes. These notes accrue interest at annual rate of 6.80% on the unpaid principal amount and annual payments of interest and principal repayment in one single installment at the maturity date of 2016. Series C Notes (Inversiones La Construcción S.A.) On July 28, 2011, ILC issued in Chile an aggregate principal amount of UF 1,500,000 of its floating rate Series C notes. These notes accrue an annual interest rate of UF + 3.60% on the unpaid principal amount starting in payments of interest and principal to be repaid in 10 equal installments staring in June 2022. 136 137 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries DEBTOR Series A Notes (Red Salud S.A.) On January 26, 2012, Red Salud issued in Chile an aggregate principal amount of Ch$21,800 million of its fix rate Series A. These notes accrue interest at annual rate of 6.50% on the unpaid principal amount and annual payments of interest and principal repayment in one single installment at the maturity date of 2016. Series C Notes (Red Salud S.A.) On January 26, 2012, Red Salud issued in Chile an aggregate principal amount of UF 1,000,000 of its floating rate Series C notes. These notes accrue an annual interest rate of UF + 4.25% on the unpaid principal amount starting in payments of interest and principal to be repaid in 10 equal installments staring in June 2022. Public Debt as of December 31, 2012 Non-current TAX ID NO COMPANY COUNTRY DESCRIPTION CURRENCY PAYMENT OF INTERESTS (MONTHLY, BIANNUAL, ANNUAL) CAPITAL AMORTIZATION NOMINAL INTEREST RATE EFFECTIVE INTEREST RATE GUARANTEE NOMINAL VALUE 1 TO 2 YEARS 3 TO 5 YEARS 5 TO 10 YEARS TOTAL AS OF 12/31/2012 76.020.458-7 Red Salud Chile N°697 Ch$ Upon maturity 21,800,000 6.50% 6.90% 25,353,653 2,834,000 22,519,653 - 25,353,653 76.020.458-7 Red Salud Chile N°698 UF Annual as from 30-06-2022 UF 1000000 4.25% 4.20% 35,950,679 1,941,464 1,941,464 32,067,751 35,950,679 94.139.000-5 ILC Inversiones S.A. Chile No. 671 28/07/2011 (A) Ch$ Annual Upon maturity 6.80% 6.97 Unsecured 21,800,000 2,964,800 23,282,400 - 26,247,200 94.139.000-5 ILC Inversiones S.A. Chile No. 672 28/07/2011 (C) Ch$ Annual Annual 3.60% 3.92% Unsecured 1,500,000 2,466,801 2,466,801 46,595,130 51,528,732 84,604,332 10,207,065 50,210,318 78,662,881 139,080,264 GUARANTEE NOMINAL VALUE (2) 0930-2012 Total Current DEBTOR TAX ID NO COMPANY CREDITOR COUNTRY TAX ID NO. NAME OBLIGATION TERMS COUNTRY DESCRIPTION CURRENCY MATURITY PAYMENT OF CAPITAL ANNUAL INTERESTS AMORTIZATION NOMINAL RATE ANNUAL EFFECTIVE RATE 0 TO 3 MONTHS 3 TO 12 MONTHS TOTAL AS OF 12-312012 94.139.000-5 ILC Inversiones Chile - Public - No.671 28/07/2011 (A) Ch$ Annual Upon maturity 6.8 6.97 Unsecured 21,800,000 - 1,417,000 94.139.000-5 ILC Inversiones Chile - Public - No.672 28/07/2011 ( C) UF Annual Annual (3) 3.6 3.6 Unsecured 1,500,000 - 970,732 1,417,000 970,732 76.020.458-8 Red Salud S.A. Chile - Public - No.697 31/12/2011 (A) Ch$ Annual Upon maturity 6.5 6.5 Unsecured 21,800,000 - 1,482,400 1,482,400 76.020.458-8 Red Salud S.A. Chile - Public - No.698 31/12/2011 ( C) UF Annual Annual (3) 4.25 4.25 Unsecured 1,500,000 - 1,233,401 1,233,401 5,103,533 Public Debt as of December 31, 2011 Non-current TAX ID NO COMPANY COUNTRY DESCRIPTION 94139000-5 ILC Inversiones Chile No. 671 28/07/2011 (A) 94139000-5 ILC Inversiones Chile No. 672 28/07/2011(B) PAYMENT OF INTERESTS (MONTHLY, BIANNUAL, ANNUAL) CAPITAL AMORTIZATION NOMINAL INTEREST RATE EFFECTIVE INTEREST RATE Ch$ Annual Upon maturity 6.8 6.97 Unsecured UF Annual Annual (3) 3.6 3.92 Unsecured CURRENCY GUARANTEE NOMINAL VALUE TOTAL 5 TO 10 YEARS TOTAL AS OF 12/31/2011 1 TO 2 YEARS 3 TO 5 YEARS 21,800,000 2,964,800 2,964,800 23,282,400 29,212,000 1,500,000 2,407,755 2,407,755 46,683,699 51,499,209 23,300,000 5,372,555 5,372,555 69,966,099 80,711,209 Current DEBTOR CREDITOR TAX ID COUNTRY NO. OBLIGATION TERMS PAYMENT OF CAPITAL CURRENCY INTERESTS AMORTIZATION MATURITY ANNUAL NOMINAL RATE ANNUAL EFFECTIVE RATE NOMINAL VALUE (2) 09-30-2012 TAX ID NO COMPANY 94.139.000-5 ILC Inversiones Chile - Public - Nro.671 28/07/2011 (A) Pesos Annual Upon maturity 6,8 6,97 Unsecured 21,800,000 94.139.000-5 ILC Inversiones Chile - Public - Nro.672 28/07/2011 ( C) UF Annual Annual (3) 3,6 3,6 Unsecured 1,500,000 NAME COUNTRY DESCRIPTION GUARANTEE 3 TO 12 MONTHS TOTAL AS OF 12-312011 - 1,482,400 1,482,400 - 1,203,878 1,203,878 0 TO 3 MONTHS 2,686,278 (20)TRADE AND OTHER PAYABLES As of December 31, 2012 and 2011 this line item included the following: Other payables Dividends payable Withholdings 2012 ThCh$ 2011 ThCh$ 3,296,086 3,863,581 28,396,866 3,928,557 8,139,828 6,559,547 Accounts payable 30,492,417 10,652,634 Healthcare benefits payable 15,478,345 13,490,091 Notes payable 4,228,901 3,518,321 Suppliers 7,136,017 19,781,884 97,168,460 61,794,615 2012 ThCh$ 2011 ThCh$ Total (21)OTHER CURRENT AND NON-CURRENT PROVISIONS As of December 31, and 2012 and 2011, this line item included the following: SCHEDULE Casualty occurrence (1) Without date 68,032 621,301 Healthcare expenses (2) Without date 25,108,004 20,494,897 Subsidy expenses (3) Without date 3,543,518 4,463,323 Other Without date Total 96,135 394,511 28,815,689 25,974,032 (1) The provision for losses is generated in the time lag between the accounting period of the contract and the technical period of the contract given that in accordance with the contracts entered into with insurance companies, monthly pre-settlements of the contract are made on the basis of the periods covered by the insurance policy, thus the “n” covered period determines the payment of premiums during the period “n + 2.” In addition, there is an additional provision which corrects the cost estimate for each insurance contract in accordance with IFRS, assigning to each those possible costs which are not considered in the insurance companies’ technical reserve estimate. (2) The provision for health expenses considers those benefits and/or rewards which although provided at the closing date of the financial statements, have not yet been accounted for. The calculation of the provision considers (i) benefits incurred but not yet reported to the health insurer institution, (ii) benefits provided, reported but not yet measured and (iii) benefits provided, reported and measured but without the insurance of the related medical vouchers. In developing its estimate, the Group considers hospital medical vouchers, medical programs, inpatient and outpatient reimbursements considering such factors as: loss behavior, historical evolution, seasonal variables, processing periods, prices, explicit healthcare guarantees, resolution of medical programs and amounts of medical attention and healthcare services provided at the closing date of each month, which are to settled in the following months. The criterion used for the calculation of the provision was the determination of the cost of the accrued benefits related to each monthly closing and which were accounted for in subsequent months. (3) The provision for expenses in subsidies considers (i) all sick leaves, which have been claimed but have not yet been paid and (ii) sick leaves which correspond to the closing period but have not been submitted with the corresponding Isapre (health insurer institution) The calculation of the provision considered the following factors: loss behavior, historical evolution, seasonal variables, and amounts of healthcare services provided the closing date of each month, which were settled in the following months In the case of Occupational Disability Subsidy (SIL), the Group considered the moving average of the last twelve months of the accrued cost of subsidies as of the closing date and recognized after that date, as amount of the provision. 138 139 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries For the provisions described in the preceding numbers, ILC and its subsidiaries do not expect to receive any possible reimbursements. SCHEDULE 2012 ThCh$ 2011 ThCh$ Elderly plan Without date 100,976 103,374 Technical reserves Without date 64,691,926 98,625,496 64,792,902 98,728,870 Total The provision for technical reserves corresponds to the life insurer’s legal obligation in regard to the settlement and payment of settled losses, losses in settlement process and occurred, unreported claims because of the management of its share of the disability and survivorship insurance. Changes in provisions during 2012 and 2011 are comprised as follows: SHORT-TERM Balances as of January 01, 2012 HEALTHCARE EXPENSES ThCh$ LOSS ThCh$ SUBSIDIES ThCh$ OTHER PROVISIONS ThCh$ TOTAL ThCh$ 621,301 20,494,897 4,463,323 394,511 25,974,032 - 8,488,850 1,770,857 - 10,259,707 (553,269) (3,875,743) (2,690,662) (298,376) (7,418,050) 68,032 25,108,004 3,543,518 96,135 28,815,689 HEALTHCARE EXPENSES ThCh$ SUBSIDIES ThCh$ 1,220,988 18,262,920 1,494,863 702,627 21,681,398 - 2,231,977 2,968,460 - 5,200,437 Decreases due to payments (599,687) - - (301,116) (907,803) Balances as of 2011 621,301 20,494,897 4,463,323 394,511 25,974,032 LIFE ANNUITIES PENSIONS ThCh$ TECHNICAL RESERVES ThCh$ Additional provisions Decreases due to payments Balances as of 2012 LONG-TERM Balances as of January 1, 2011 Additional provisions LONG-TERM Balances as of January 01, 2012 Additional provisions Decreases due to payments Balances as of 2012 LONG-TERM Balances as of January 01, 2011 LOSS ThCh$ 103,374 98,625,496 OTHER PROVISIONS ThCh$ OTHER PROVISIONS ThCh$ - TOTAL ThCh$ TOTAL ThCh$ 98,728,870 9,880 103,756,681 - 103,766,561 (12,278) (137,690,251) - (137,702,529) 100,976 64,691,926 - 64,792,902 LIFE ANNUITIES PENSIONS ThCh$ TECHNICAL RESERVES ThCh$ OTHER PROVISIONS ThCh$ TOTAL ThCh$ 166,861 81,246,607 87,411 81,500,879 Additional provisions 11,390 115,822,080 - 115,833,470 Decreases due to payments (74,877) (98,443,191) (87,411) (98,605,479) 103,374 98,625,496 - 98,728,870 Balances as of 2011 (22)PROVISIONS FOR EMPLOYEE BENEFITS Current provisions for employee benefits as of March 31, 2012 and December 31, 2011 are comprised as follows: 2012 ThCh$ 2011 ThCh$ Employee profit-sharing 2,183,616 2,812,004 Vacation payable 5,076,656 4,537,295 Performance bonus payable 2,941,719 2,505,812 Directors' profit-sharing payable 1,081,987 652,101 Fees and remuneration payable 729,913 496,963 Vacation bonus payable 355,452 328,957 12,369,343 11,333,132 Employee benefit obligations As of December 31, 2012 and 2011, the subsidiary AFP Habitat S.A. recognized under non-current provisions for employee benefits the post-employment liability it has with respect to all its employees, which is determined using the established criteria. An independent external actuary performed an analysis that is used for the actuarial assessment of the post-employment benefits for the presentation of the financial statements as of December 31, 2012. A computer solution was acquired for future dates; this solution is fully applied by the human resources division of AFP Habitat. Post-employment benefit obligations of AFP Habitat are composed by two types of indemnities: • Indemnity for death: this covers all employees • Indemnity for voluntary resignation: this covers all employees who have been permanent employees for 7 years or more. 2012 ThCh$ 2011 ThCh$ Indemnity for death 142,705 127,523 Indemnity for voluntary resignation 280,337 234,709 Total post-employment benefit obligations 423,042 362,232 140 141 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries As of December 31, 2012 and 2011, the assumptions used for the actuarial calculation of long-term post-employment benefits are as follows: Actuarial bases used 2012 2011 Discount rate 5% 5% Salary increase rate 0% 0% Turnover 2% 2% Turnover rate –for Company’s needs 5% 5% Men 65 65 Women 60 60 Mortality rate RV-2009 RV-2009 Tabla de mortalidad RV-2009 RV-2009 As of December 31, 2012 and 2011, the actuarial study was formalized by applying an IT solution acquired from the independent actuary Mr. Pedro Arteaga from Servicios Actuariales S.A., whose administration is the responsibility of the Human Resource division of AFP Hábitat. For such a period, the Company used the RV-2009 mortality rate. Recognized changes and disbursements According to the estimate made, long-term disbursements are detailed as follows: 2012 ThCh$ 2011 ThCh$ 362,232 355,343 Current year cost of services 77,017 48,308 Interest costs 18,112 17,767 Actuarial gains/losses recognized in other records 17,292 (30,502) Benefits paid during the year (51,611) (28,684) 423,042 362,232 2012 ThCh$ 2011 ThCh$ 5,040,680 4,534,534 Prepaid contribution payments 318,121 365,981 Contribution payments payable 12,940 3,652 Prepaid incorporation fees 42,024 38,429 5,413,765 4,942,596 Opening balance Total employee benefit obligations (23)OTHER CURRENT NON-FINANCIAL LIABILITIES As of December 31, 2012 and 2011, this line item is composed of the following: Prepaid tuition fees Total (24)CONTINGENCIES AND RESTRICTIONS As of December 31, 2012, the Group and its direct and indirect subsidiaries had provided the following guarantees:: (a) Direct guarantees DEBTOR RELATIONSHIP TYPE OF GUARANTEE ASSET COMMITTED CARRYING AMOUNT 2012 2011 RELEASE OF GUARANTEE BBVA Megasalud S.A Subsidiary Mortgage Real Estate property La Florida, Conchalí and Ñuñoa 6,620,899 3,715,267 4,233,677 2014 BBVA Megasalud S.A Subsidiary Mortgage RE Property Gran Avenida 3,029,009 1,264,921 1,424,589 2013 Banco BICE Clínica Avansalud Subsidiary Mortgage Time deposit as collateral 673,672 673,672 639,245 2013 Banco de Chile Soc. Educ. Chicureo S.A. Subsidiary Mortgage Land and Buildings 3,574,135 3,765,615 2,986,322 2025 Banco de Chile Soc. Educ. Curauma S.A. Subsidiary Mortgage Land and Buildings 4,489,811 4,725,166 - 2027 Corpbanca Soc. Educ. Lo Aguirre S.A Subsidiary Mortgage Land and Buildings 2,274,301 1,325,192 1,390,793 2022 Corpbanca Soc. Educ. Machalí S.A. Associate Mortgage Land and Buildings 3,639,562 3,026,955 3,705,382 2022 Corpbanca Soc. Educ. Valle Lo Campino S.A. Subsidiary Mortgage Land and Buildings 3,105,208 1,837,881 1,924,171 2030 Scotiabank Soc. Educ. Puerto Montt S.A. Subsidiary Mortgage Land and Buildings 3,551,651 2,754,902 2,808,012 2027 Scotiabank Soc. Educ. Ciudad del Este S.A. Subsidiary Mortgage Land and Buildings 2,989,626 2,892,598 2,945,020 2027 33.947.874 25.982.169 22.057.211 Total (b) Indirect guarantees Sociedad Educacional Peñalolén S.A., became the co-debtor, guarantor and/or joint and co-debtor of the following companies: • Sociedad Educacional Huechuraba S.A., in favor of Banco de Chile to secure the financing through finance lease arrangements granted to the company. • Sociedad Educacional Temuco S.A., in favor of Banco de Chile to secure the financing through finance lease arrangements granted to the company. • Sociedad Educacional Lo Aguirre S.A., in favor of Corpbanca to secure loans for up to UF120,000 • Sociedad Educacional Huechuraba S.A., in favor of Banco de Chile to secure loans for up to UF115,500 • Sociedad Educacional Temuco S.A., in favor of Banco de Chile to secure loans for up to UF90,000 • Sociedad Educacional Chicureo S.A. in favor of Banco de Chile to secure loans for up to UF30,000. • Sociedad Educacional Curauma S.A. in favor of Banco de Chile to secure loans for up to UF200,000. Sociedad Educacional Huechuraba S.A., a subsidiary of the Parent, became the co-debtor, guarantor and/or joint and co-debtor of the following companies: • Sociedad Educacional Peñalolén S.A., in favor of Banco de Chile to secure the financing through finance lease arrangements granted to the company. • Sociedad Educacional Temuco S.A., in favor of Banco de Chile to secure the financing through finance lease arrangements granted to the company. • Sociedad Educacional Peñalolén S.A., in favor of Banco de Chile to secure loans for up to UF110,000. • Sociedad Educacional Temuco S.A., in favor of Banco de Chile to secure loans for up to UF90,000. • Sociedad Educacional Chicureo S.A., in favor of Banco de Chile to secure loans for up to UF30,000. • Sociedad Educacional Curauma S.A., in favor of Banco de Chile to secure loans for up to UF200,000. 143 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries CONSOLIDATED CREDITOR 142 Sociedad Educacional Temuco S.A., a subsidiary of the Parent, became the co-debtor, guarantor and/or joint and co-debtor of the following companies: • Sociedad Educacional Peñalolén S.A., in favor of Banco de Chile to secure the financing through finance lease arrangements granted to the company. • Sociedad Educacional Huechuraba S.A., in favor of Banco de Chile to secure the financing through finance lease arrangements granted to the company. • Sociedad Educacional Peñalolén S.A., in favor of Banco de Chile to secure loans for up to UF110,000. • Sociedad Educacional Huechuraba S.A., in favor of Banco de Chile to secure loans for up to UF115,500. • Sociedad Educacional Chicureo S.A., in favor of Banco de Chile to secure loans for up to UF30,000. • Sociedad Educacional Curauma S.A., in favor of Banco de Chile to secure loans for up to UF200,000. Sociedad Educacional Lo Aguirre S.A., a subsidiary of the Parent became the co-debtor, guarantor and/or joint and several debtor of the following companies: • Sociedad Educacional Machalí S.A., in favor of Corpbanca to secure loans for up to UF85,000 • Sociedad Educacional Machalí S.A., in favor of Corpbanca to secure loans for up to UF34,762. Sociedad Educacional Valle Lo Campino S.A., a subsidiary of the Parent became the co-debtor, guarantor and/or joint and several debtor of the following companies: • Sociedad Educacional Machalí S.A., in favor of Corpbanca to secure loans for up to UF85,000. • Sociedad Educacional Lo Aguirre S.A., in favor of Corpbanca to secure loans for up to UF50,021. • Sociedad Educacional Lo Aguirre S.A., in favor of Corpbanca to secure loans for up to UF24,360. • Sociedad Educacional Machalí S.A., in favor of Corpbanca to secure loans for up to UF34,762. La Sociedad Educacional Chicureo S.A., a subsidiary of the Parent became the co-debtor, guarantor and/or joint and several debtor of the following companies: • Sociedad Educacional Chicureo S.A., e in favor of Banco de Chile to secure loans for up to UF200,000 (c) Contingencies As of December 31, 2012 and 2011, the Group is not exposed to contingencies that are not provisioned. Other contingencies: Disability and Survivorship, and Life Annuity Pensions Article 82 of Decree Law No.3,500 of 1980 indicates that, in the event of bankruptcy, if the Insurance Company does not comply with the obligations arising from the contracts entered into in virtue of such Law, regarding the income or pensions generated through December 31, 1987, and which exceed the minimum income established in Articles Nos. 73, 77 and 78, the government of Chile would guarantee 75% over the excess of the pension. Such guarantee shall not exceed UF45. In accordance with Article 82 of Decree Law No.3.5000, the amount of that portion of disability and survivorship and life annuity pensions which is not covered by the State guarantee remains the AFP’s exclusive responsibility and has been estimated in accordance with the following procedure: In this calculation, December 2012, has been used as the reference point in regard to number of beneficiaries, cancelled pensions and ages of beneficiaries. In regard to life expectancy for the calculation of the present value the technical bases established in the respective contracts with insurance companies a discount rate of 5%. As of December 31, 2012, this contingency amounts to ThCh$6,044,585. With regards to the period subsequent to January 1, 1988, the state guarantee operate on additional contributions the mandatory contribution indicated in Article No.53, life annuities indicated in letters (a) and (b) of Article 61, disability pensions originated by a first opinion as indicated in Article No.54 and the death fee referred to in Article 88. The amount of such State guarantee will be equivalent to 100% of the difference missing to complete the additional contribution, the mandatory contribution and the disability pensions originated by a first opinion. In the case of life annuities indicated in Article 61, the State guarantee will amount to a sum equivalent to 100% of the minimum pension referred to in Article No.73 and 75% of the excess over the minimum pension with a maximum of UF45. The amount of that portion of the life annuities which is not covered by the State guarantee has been estimated in accordance with the procedure indicated in the second paragraph of this note. Beginning on July 1, 2009, in the case of bankruptcy of all insurance companies involved in the provision of disability and survivorship insurance, the State guarantee also covers the disability and survivorship pension under the terms described in the paragraph immediately above. However, the AFP is liable for its payment notwithstanding its right of recourse against the State in conformity with the State guarantee established in Article 82 of Decree Law 3,500. (d) Restrictions Sociedad Educacional Chicureo S.A.: Clause Seven of the Purchase and Sale Public Deed entered into on December 6, 2010 between said company and Inmobiliaria Valle Colina S.A., provides a contract -based prohibition for changing the destination, encumbering, assigning and disposing of any title for a period of 10 years starting from the date of registration of such Deed with the Real Estate Register. Sociedad Educacional Lo Aguirre S.A.: Clause Six of the Purchase and Sale Public Deed entered into on December 4, 2006 between said company and Administradora Ciudad de Los Valles S.A., provides a contract-based prohibition for changing the destination, encumbering, assigning and disposing of any title for a period of 10 years starting from the date of registration of such Deed with the Real Estate Register. As of December 31, 2012 and 2011, the Group is not exposed to any other restrictions. (e) Lawsuits As of December 31, 2012, the consolidated companies are parties to pending lawsuits filed against them relating to the normal course of their operations, which, according to the companies’ legal advisors, in their majority do not represent significant risks of loss. Provisions have been accrued in the respective direct and indirect subsidiaries against those risks which, in the legal advisors’ opinion, could result in a loss in the financial statements. 144 145 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries The most significant lawsuits as of December 31, 2012 are detailed as follows: COMPANY Centro de Diagnóstico Clínica Tabancura S.A. CLAIMED AMOUNT ThCh$ 273,000 JURISDICTION Santiago COURT 11th Civil Court of Santiago JOURNAL C-13.282-2009 MATTER HEADING STATUS Lawsuit filed by Metrogas for the under invoiced gas consumption between July 2004 and May 2008. This lawsuit establishes the existence of inappropriate enrichment by the Diagnostic Center. By means of this lawsuit, we are being requested to pay all the differences that have not been collected by Metrogas for the natural gas supply during the abovementioned time period. The claimed amount is two hundred and seventy-three million Chilean pesos. Metrogas against the Diagnostic Center of Clínica Tabancura On July 28, 2009, the lawsuit was notified. On October 22, 2009, dilatory pleas were rejected. On November 4, 2009, the lawsuit was responded and after replies and rejoinders, on December 1, 2009, a settlement hearing took place, with no results. On January 4, 2010, evidences were presented by both parties and on June 15, 2010, the parties were summoned to hear the final verdict, which was issued on January 11, 2012. The lawsuit was rejected. Such verdict was appealed on January 25, 2012 and the appeal was accepted On January 27, 2012. To date, the files related to this case have not been forwarded yet to the Court of Santiago. On November 9, 2011, the lawsuit was filed and answered on December 2, 2011, and a settlement hearing was held on December 15, 2011; to date the case has not been admitted into evidence. Centro de Diagnóstico Clínica Tabancura S.A. 25,000 Santiago Arbitrator Mr. Guillermo Troya None Civil trial on compensation for damages Fernández Wolf, Felipe against the Diagnostic Center of Clínica Tabancura Clínica Avansalud S.A 65,000 Santiago 7th Civil court C-17.007-2010 Compensation for damages Flores against Clínica Avansalud S.A and other Matured evidence, with evidentiary procedures pending. Clínica Avansalud S.A 20,000 Santiago 25th Civil Court C-24.139-2010 Compensation for damages Olivares against Clínica Avansalud S.A and other Records filed, without resolving dilatory pleas filed by Clínica Avansalud against the lawsuit and pending notification of the lawsuit to the co-respondent. Clínica Avansalud S.A 200,000 Santiago 8th Civil Court C-50.482-2012 Compensation for damages Razeto Clínica Avansalud S.A. and other Dilatory pleas filed by our defense. Clínica Iquique 16,527 Iquique Third J.L. Civil court of Iquique * Bankruptcy Shield S.A. ROL C- 19662005 Former employees of Shield S.A. – old proceeding Bankruptcy Shield S.A. The evidentiary period is currently expired Clínica Iquique 3,800 Iquique Ordinary proceeding Labor S-5 Braulio Rivera Rivera Disloyal practices Verdict stage Clínica Iquique 10,000 Iquique Ordinary proceeding Labor S-5 Julia Pezzopane Buendia Unjustified dismissal The preliminary hearing is being expected Clínica Iquique 8,000 Iquique Ordinary proceeding Labor S-5 Unjustified dismissal The preliminary hearing is being expected Clínica Iquique 33,000 Iquique Ordinary proceeding Labor S-5 Clínica Iquique Trade Union Disloyal practices The preliminary hearing is being expected Clínica Iquique 4,020 Iquique Ordinary proceeding Labor S-5 Collection of labor benefits The trial hearing is being expected. Iquique 1st Trial Court of Iquique Nº C 1358/2012 Civil: Executive trial “Clínica Iquique against Prieto” Supreme Court Verdict Stage Cornejo Lira , María against Megasalud S.A. The complexity of this issue is normal and the case is currently being notified to Megasalud as to the resolution that dictates the rendering of the test. It is estimated that the result should be favorable to Megasalud S.A. Ojeda against Pimentel On November 18, 2011, Megasalud S.A. filed dilatory pleas and on December 2, 2011 the defendant did the same. The resolution regarding the dilatory pleas filed by the parties is still pending. Clínica Iquique MEGASALUD S.A. MEGASALUD S.A. 4,012 15,000 50,000 Santiago Santiago 17th Civil Court of Santiago 23rd Civil Court of Santiago C-5657-2009 C-25537-2010 Civil trial on compensation for damages Civil ordinary trial on compensation for damages MEGASALUD S.A. MEGASALUD S.A. MEGASALUD S.A. MEGASALUD S.A. MEGASALUD S.A. CLAIMED AMOUNT ThCh$ 154,175 18,625 60,000 50,000 $72,463,034 MEGASALUD S.A. Santiago Santiago 102,600 22nd Civil Court of Santiago 9th Civil Court of Santiago 14th Civil Court of Santiago Concepción 3rd Civil Court of Concepción Santiago Santiago “Sepúlveda Segovia and Others against Achondo and Others” COURT Santiago Santiago MEGASALUD S.A. SERVICIOS MEDICOS TABANCURA S.A. JURISDICTION 2nd Labor Court of Santiago 1st Labor Court of Santiago 2nd Labor Court of Santiago JOURNAL C-36.932-2009 C-5410-2010 MATTER HEADING STATUS Civil ordinary trial on compensation for damages Inmobiliaria Recoleta Sur Limitada against Megasalud S.A., The review of this appeal is still pending. However, we can reasonably estimate as a maximum risk, in case of an adverse verdict, an amount of approximately UF 6,750. Civil ordinary trial on compensation for damages “Mondría Morales, Natalia Andrea against Cominetti Infanti, Lidia and Megasalud” On June 27, 2011, the claimant requested the correction of the proceeding without such presentation being resolved. C-29272-2011 Trial on compensation for damages “Tapia against Ibacache” None of the defendants has answered the lawsuit to date as the lawsuit has not yet been notified to Dr. Ibacache. There is no certainty regarding the outcome of this trial, but we estimate as a maximum loss risk for the company, in case of an adverse verdict, an amount of approximately Ch$60 million. C-2996-2010 “Riquelme against Frené and Trial on compensation for damages Megasalud” There is no certainty regarding the outcome of this trial, but we estimate as a maximum loss risk for the company, in case of an adverse verdict, an amount of approximately Ch$50 million.- O-3781-2012 Lawsuit for possible unjustified dismissal filed by 7 employees of the cleaning and maintenance service provider company hired by Megasalud. The claimants are requesting severance indemnity plus surcharges, adjustments, interests and costs. “Constanzo Contreras and Others against Achondo and Others” There is no certainty regarding the outcome of this trial. O-3702-2012 Lawsuit for possible unjustified dismissal filed by 7 employees of the cleaning and maintenance service provider company hired by Megasalud. The claimants are requesting severance indemnity plus surcharges, adjustments, interests and costs. “Parada Parada and Others against Achondo and Others” There is no certainty regarding the outcome of this trial. O-3747-2012 Lawsuit for possible unjustified dismissal filed by 6 employees of the cleaning and maintenance service provider company hired by Megasalud. The claimants are requesting severance indemnity plus surcharges, adjustments, interests and costs. Barrales Cornejo against Servicios Médicos Tabancura S.A. and Hoppmann Klestadt On September 7, 2011, dilatory pleas were filed, which were rejected by means of a resolution dated December 28, 2011. On January 9, 2012, both parties answered the lawsuit. On January 26, 2012 replies were provided and on March 8, 2012 it was transferred for rejoinder. Other defendants: Dr. Roberto Hopmann Klestadt There is no certainty regarding the outcome of this trial. Santiago 1st Civil Court of Santiago C-9706-2011 Civil trial on compensation for damages 146 147 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries COMPANY COMPANY SERVICIOS MEDICOS TABANCURA S.A. CLAIMED AMOUNT ThCh$ 350,000 JURISDICTION Santiago COURT 1° Civil Court of Santiago JOURNAL C-25.460-2011 MATTER HEADING STATUS Civil trial on compensation for damages Larraín Yudilevich, Alejandra against Cortez Opazo, Jorge and Servicios Médicos Tabancura S.A. On December 7, 2011, dilatory pleas were filed by both defendants. On January 24, 2012, it was accepted the plea for ungrounded complaint filed by Dr. Jorge Cortez Opazo and it was instructed to rectify the lawsuit and reject the dilatory pleas of Servicios Médicos Tabancura S.A. On January 27, 2012, the claimant corrected the defects of the lawsuit, and to date, none of those documents has been furnished. Other defendants: Dr. Jorge Cortés Opazo. Civil trial on compensation for damages Valdés Espinoza, Elizabeth del Carmen against Servicios Médicos Tabancura S.A On January 4, 2012, we were notified SERVICIOS MEDICOS TABANCURA S.A. SERVICIOS MEDICOS TABANCURA S.A. SERVICIOS MEDICOS TABANCURA S.A. 100,000 730,000 665,684 Santiago Santiago Santiago 3rd Civil Court of Santiago 5th Civil Court of Santiago 16th Civil Court of Santiago C-32.242-2011 C-36.836-2010 C-23.171-2007 Civil trial on compensation for damages Civil trial on compensation for damages on the lawsuit. On January 25, 2012 dilatory pleas were filed against, and to date, that document has not been furnished. Gaete Rosales, María Teresa against Selman Abuchaibe, Rafael and Servicios Médicos Tabancura S.A On May 13, 2011 the dilatory pleas were accepted. On May 23, the claimant corrected the defects of the lawsuit. On June 10, 2011, the lawsuit was answered and after replies and rejoinders, on July 6, 2011, it was summoned a settlement hearing, which was held without any results on September 6, 2011. On November 18, 2011 the case was admitted into evidence and to date, such resolution has not been notified to the parties. Other defendants: Dr. Rafael Limber Selman Abuchaibe. Araya Guerra, Clara against A first instance verdict was released on October 22, 2009, which rejected the lawsuit in respect of the Clinic and only accepted the lawsuit from Dr. Romero. The claimant and the defendant appealed to this verdict. On June 21, 2011, the Court of Santiago (Journal 3069-2010) revoked the verdict and rejected the lawsuit in regards to the defendant. On July 9, 2011, the claimant filed an appeal in cassation which was accepted on August 1, 2011. On August 23, 2011, it was filed before the Supreme Court (Court entry 8007-2011), and became related on September 9, 2011. On January 26, 2012, the case was reviewed and Romero Codoceo and Servicios Médicos Tabancura S.A. agreed and the parties were summoned to settlement for March 12, 2012. Other defendants: Rubén Romero Codoceo. SERVICIOS MEDICOS TABANCURA S.A. SERVICIOS MEDICOS TABANCURA S.A. CLAIMED AMOUNT ThCh$ 127,000 450,000 JURISDICTION Santiago Santiago COURT 17th Civil Court of Santiago 19th Civil Court of Santiago JOURNAL C-31.794-2009 C-252-2005 MATTER Civil trial on compensation for damages Civil trial on compensation for damages HEADING STATUS On June 17, 2010, the dilatory pleas were accepted. On July 30, 2010, the defects of the lawsuit were corrected. On June 17, 2010, the lawsuit was answered and after replies and rejoinders, a settlement hearing was held on January 31, 2011, which was held without any results. On July 26, 2011, the case was admitted into evidence. On January 23, 2012 the claimant was notified in written of the Edwards Pardo, Marcia against order to produce evidence and on Servicios Médicos Tabancura January 25 it was notified and ordered S.A. and Waintrub Luder to be notified to the defendants. On January 27, 2012, both defendants requested the abandonment of the proceeding and its suspension. On March 6, 2012 it was granted the transfer and the proceeding was suspended while the abandonment is discussed. On March 9, 2012, the claimant answered the transfer, and to date, that document has not been furnished. Other defendants: Herman Luis Waintrub Luder Gaete Valdebenito, Sonnia against Campillo IzquierdoServicios Médicos Tabancura S.A. et al. On July 29, 2009 a verdict rejecting the lawsuit was released. On December 31, 2009, the claimant filed an appeal and the case records were referred to the Court on June 3, 2010. On October 19, 2010 we requested the prescription of the claimant’s appeal, which was rejected on November 25, 2010. We appealed this resolution that rejected the request for the prescription of the motion and the case records were referred to the Court to know about the claimant’s appeal against the final verdict and the appeal by Clinica Tabancura. On July 28, 2011, the case hearing took place (Court entry 2386 to 2010) and revoked the resolution of November 25, 2010, and declared that the claimant’s appeal against the final verdict of July 29, 2009 was prescribed. Resulting from the above, a ruling on such appeal was omitted. Against this resolution dated August 16, 2011, the claimant filed an appeal in cassation, which was filed to the Supreme Court on November 2, 2011 (Court entry 10424-2011) and on November 11, 2011 a decree was dictated in this regard. To date, such case has not been included in the table. Other defendants: María Patricia Campillo Izquierdo, Roberto Salvador Rodríguez De Mendoza Pierabella, Patricia Del Pilar Cabello Caro, Junta Nacional de Jardines Infantiles, Fisco De Chile, Ilustre Municipalidad De Las Condes. 148 149 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries COMPANY COMPANY CLAIMED AMOUNT ThCh$ JURISDICTION COURT JOURNAL MATTER HEADING STATUS SERVICIOS MEDICOS TABANCURA S.A. 70,700 Santiago 30th Civil Court of Santiago C-11.187-2011 Civil trial on compensation for damages Walker Mateljan, Zlato against Servicios Médicos Tabancura S.A.-Ibieta Sotomayor and Verdugo Bravo On July 14, 2011, we were notified of the lawsuit. On august 5, 2011, we filed dilatory pleas for which no resolutions have been released to date as the corespondents Ibieta and Verdugo, filed nullity motions because they had not previously gone through the mediation proceeding (noted via dilatory plea); one of these nullity motions (lack of mediation) was accepted on October 6, 2011, the same date on which Dr. Ibieta’s nullity motion was rejected due to lack of subpoena. Those resolutions were appealed by the claimant and the defendant on October 13, 2011; these motions were granted without suspension of judgment on November 25, 2011 and were received in the Court of Santiago on December 15 2011 under Role Nos. 9363-2011 and 9359-2011; on March 9, 2012, it was ordered the incorporation of Court Entry 9123-2011 to Court Entry 9124-2011. The proceeding has a related decree and to date it has not been included in the table. Under first instance resolution dated November 25, 2011 it was decided not to continue with the proceeding waiting for the verdicts on the abovementioned appeals. Other defendants: Manuel Fernando Ismael Verdugo Bravo y Carlos Alberto Ibieta Sotomayor. Sociedad Educacional Valle Lo Campino S.A. 200,000 Santiago Santiago 3rd Civil Court of Santiago C-7149-2011 Compensation for Damages Extra-contractual responsibility Pending Sociedad Educacional Valle Lo Campino S.A. 45,000 Santiago Santiago 1st Civil Court of Santiago C-9862-2012 Breach of contract with compensation for damages Pending Isapre Consalud Ch$804,000,000 Santiago 1st Civil Court C-1348-2009 Compensation for damages Cárcamo Velásquez against Isapre Consalud The case is currently at the Court of Appeals, Role 6378-2011 Isapre Consalud Ch$500,000,000 Santiago 13th Civil Court C-11727-2010 Compensation for damages Olivares Doering against Isapre Consalud Verdict rejecting the lawsuit dated November 30, 2011. The case is currently being appealed. Role 94672011 Isapre Consalud Ch$400,000,000 Santiago 22nd Civil Court C-38545-2009 Compensation for damages Bugueño Núñez against Isapre Consalud The case is currently at the Court of Appeals, Role 7225-2012 Isapre Consalud Ch$300,000,000 Santiago 22nd Civil Court C-16523-2011 Compensation for damages Torres Diaz and others against Isapre Consalud Case closed at the Court. Isapre Consalud Ch$225,000,000 Santiago 29th Civil Court C- 15179-2012 Compensation for damages Urzúa Moll and others against Isapre Consalud The case was admitted into evidence on December 7, 2012. Isapre Consalud Ch$150,000,000 Temuco 2nd Civil Court C-1035-2012 Compensation for damages Adrián Raúl Gauto against Isapre Consalud Pending resolution for the dilatory pleas filed by us on November 15, 2012. Isapre Consalud $120,000,000 Temuco 1st Civil Court C-406-2012 Compensation for damages Christian Pflaumer Álvarez The case was admitted into evidence on November 16, 2012 Isapre Consalud $84,000,000 Talca 4th Civil Court C-2719-2011 Compensation for damages Troncoso Escalona against Isapre Consalud A settlement hearing was held on December 10, 2012. Isapre Consalud $71,700,000 Santiago 3rd Civil Court C-25362-2011 Compensation for damages Llancaman Marihual against Isapre Consalud The case was admitted into evidence on December 27, 2012. COMPANY CLAIMED AMOUNT ThCh$ JURISDICTION COURT JOURNAL MATTER HEADING STATUS $50,000,000 Santiago 18th Civil Court C-14902-2012 Compensation for damages Mendoza Hall against Isapre Consalud An appeal for reconsideration was filed by us on October 29, 2012. Isapre Consalud $40,000,000 Temuco 2nd Civil Court C-4587-2001 Compensation for damages Retamal Arévalo against Isapre Consalud The case was admitted into evidence on September 10, 2012. 150 Isapre Consalud $13,000,000 Concepción 3rd Civil Court C-7739-2011 Breach of contract Diaz Uribe against Isapre Consalud The verdict appealed by us was confirmed on December 18, 2012. 151 Isapre Consalud $2,000,000 Santiago 18th Civil Court C-8159-2012 Breach of contract Bustos Arrieta against Isapre Consalud The lawsuit was answered on August 1, 2012. Trasportes La Cabaña Ltda. (*) Lawsuit Role No. 306-2003 of the Second Civil Court of Concepción: A party of this lawsuit is Trasportes La Cabaña Ltda., which is the insured party of the company. By means of a verdict dated October 6, 2008, the court of Appeals of Concepción, severally ordered the Municipality of Lota, the contractor Ingetal Ingeniería Construcción S.A., and the subcontractor Aridos y Trasportes La Cabaña Ltda., and its driver Mr. Francisco Palma Barra, to pay Ch$ 40,000,000 to Mr. Ramón Jesús Concha Villagrán, Ch$ 40,000,000 to Ms. Cristina Magaly Navarro Díaz, and Ch$15,000,000.- to Ms. Miriam Jeannette Concha Navarro, for moral damages, plus adjustments and interests, but without including costs. To date, we do not know whether the incidental compliance of the verdict or its forced compliance has been requested in an executive trial. Empresa de Movimientos de Tierra (*) b) Lawsuit Role No. 306-2003 of the Second Civil Court of Concepción: A party of this lawsuit is Trasportes La Cabaña Ltda., which is the insured party of the company. By means of a verdict dated October 6, 2008, the court of Appeals of Concepción, severally ordered the Municipality of Lota, the contractor Ingetal Ingeniería Construcción S.A., and the subcontractor Aridos y Trasportes La Cabaña Ltda., and its driver Mr. Francisco Palma Barra, to pay Ch$ 40,000,000 to Ms. Cristina Magaly Navarro Diaz and Ch$15,000,000 to Ms. Miriam Jeanette Concha Navarro, for moral damages, plus adjustments and interests, but without including costs. To date, the insured party has not informed the Company on the incidental compliance of the verdict or its forced compliance in an executive. Compañía de Seguros de Vida Cámara S.A. Compañía de Seguros de Vida Cámara S.A. $40,000,000 $3,500,000 Concepción Concepción Second Civil Court of Concepción Court of Appeals Concepción Journal No. 306-2003 General insurance claims Role Nº 39.016 General insurance claim Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries Isapre Consalud COMPANY Compañía de Seguros de Vida Cámara S.A. Adminsitradora de Fondos de Pensiones Habitat S.A. CLAIMED AMOUNT ThCh$ $38,200,000 10,000 JURISDICTION Santiago Santiago COURT 32nd Criminal Court of Santiago 6th Civil Court (rd-sd) JOURNAL Lawsuit Role No. 53-2002 C-33398-2011 MATTER General insurance claim Compensation for damages Ch$ 44,200,000 HEADING STATUS Maria Eugenia de la Barra Doñas (*) c) Lawsuit Role No. 53-2002 of the 32nd Criminal Court of Santiago: A complaint has been filed in this trial against the Insurance Agent Ms. Maria Eugenia de la Barra Doñas as the author of negligent minor injuries. Also, compensations for damages are being demanded in the amount of Ch$38,200,000 plus interests, adjustments and costs. To date, there is no news as to the verdict against the company. Gutiérrez con AFP Habitat et al. (AFC and AFP Capital) 05.16.2011 answer to the claim. Idem 6/22/2011 Idem as of 7.13.2011, as of 8/23/2011, as of 9/26/2011, as of 07/13/2011. A of 11/3/2011. The reply from the claimant is pending. Idem as of 12.26.2011 as of 12/17/2012, as of 1/25/2011 and as of 3/5/2012 and as of 5/7/2012. Reply examined. Pending summon for settlement as of 05/29/2012. 6/18 there was no settlement, evidentiary period pending. 06/25/2012 and 08/08/2012 id 08/21/ notified order to produce evidence, evidentiary period pending 08/24/2012 id as of 09/24/2012 idem as of 12/21/2012. Administradora de Fondos de Pensiones Habitat S.A. 10,000 Santiago 14th Civil Stgo. C-4199-2012 Compensation for damages for the publication in the Labor Bulletin Ahumada against Habitat, Lawsuit notified on 05/10/2012. The lawsuit was answered on 05/29/2012. Pending reply from the claimant. 06/25/2012 and 08/08/2012 Id.24/08/12 Id. as of 24/09/12. Idem Administradora de Fondos de Pensiones Habitat S.A. 6,000 Santiago 24th Civil Santiago C-23055-2012 Compensation for damages for the loss of profitability Monje Corrial against AFP Habitat The lawsuit was notified, answered on 01/09/13 Administradora de Fondos de Pensiones Habitat S.A. 50,000 Santiago 8th Civil Court of Stgo. C-48992-2012 Compensation for damages-legal representative Boada against AFP Habitat The lawsuit was answered, transfer of rejoinder. Pending evidentiary period. Id. as of 12/21/12 Administradora de Fondos de Pensiones Habitat S.A. S/C Temuco CA Temuco 2076/2012 Protection remedy – Claim of Rec. Bonus. Navarro against AFP, SP e IPS Habitat informed. Pending case hearing. Administradora de Fondos de Pensiones Habitat S.A. S/C Valparaíso CA Valparaíso Administradora de Fondos de Pensiones Habitat S.A. 20,136 La Serena Labor Court of La Serena 09/21/12 Informed to C.A. 10/3/12 CA ask for a report to AFP Capital. Id as of 01/08/2013 Protection remedy – Claim for the reduction of pensions O-353-2012 Restricciones de préstamos que devengan interés Covenants from interest bearing loans In July, two series of notes were issued with the following covenants: • Unjustified dismissal (serious incompliance) González against AFP Habitat Financial Debt Limitation. At each quarter end, ILC must maintain, net financial debt lower than total equity. Pending lawsuit answering. Preliminary hearing 12/19/2012. Trial hearing 1/21/2012. • Revenue Limitation. At least two thirds of ILC’s revenues must originate from its Retirement & Insurance and Healthcare segments, when measured on a quarterly basis on retroactive twelve month periods over the entire life of the notes. Event of Default. An event of default on the notes will be deemed to occur if ILC or any of its significant subsidiaries default in the payment of any • obligation which, individually or in the aggregate, exceeds 5% of ILC’s total assets as recorded in ILC’s last quarterly financial statements, and such default continues for a period of 60 days; provided, however that the term “obligations” shall not be deemed to include any obligation that has been expressly postponed, is subject to pending lawsuits or litigation or is not recognized by ILC in its account records. Acceleration. If an event of default on the notes has occurred, any creditor of ILC or its significant subsidiaries may declare all unpaid principal • of and accrued interest in the notes to be due and payable immediately; provided, however that the default by ILC or any of its significant subsidiaries in the payment of any obligation which, individually or in the aggregate, does not exceed 5% of ILC’s total assets as recorded in ILC’s last quarterly financial statements will not be considered a default. (25)SANCTIONS By the Chilean Superintendence of Pensions As of December 31, 2012, the Administrator and its directors have been sanctioned by the Chilean Superintendence of Pensions as follows: On June 6, 2012, through Resolution No.037, notified on June 7, 2012, the Superintendence of Pensions applied the sanction of censure for informing the IPS an erroneous fair actuarial factor in respect of its affiliates, which led to a variation in the Pension Plan Contribution benefits. This sanction has been executed. On August 17, 2012, through Resolution No.051, notified on August 21, 2012, the Superintendence of Pensions applied a fine in the amount of UF200 for incurring in irregularities in the treatment of the funds transferred by the IPS for the payment of APS. This sanction has been executed. On August 17, 2012, through Resolution No 056, notified on September 10, 2012, the Superintendence of Pensions applied the sanctions of censure for breach of current regulations when investing resources of Fund E in restricted securities. On October 18, 2012, the Superintendence of Pensions notified the Administrator on the application of a fine in the amount of UF400, through Resolution No.072, of October 9, 2012 for breach of Articles No. 4 bis; No. 69 subsections one and two, in regards to Articles No.17 second; No.54 and No. 59, all of them from D.L. No.3500, of 1980, in the determination, collection and payment of the disability and survivorship insurance premium. On January 17, 2011, through Resolution No.02, the Superintendence applied the sanction of censure to Director Mrs. María Teresa Infante Barros for a breach to letter f) in Article 154 of Decree Law No.3.500 (which instructions are contained in letter (f) of Chapter H of Circular No.1.227) because of the sale on February 1, 2010, through Ingeniería Las Ramaditas Ltda., of 9,804 shares of Salfacorp S.A., at a price which exceeds the weighted average price existing in the formal markets on the day before the purchase of these instruments by pension fund type A on January 29, 2010. On January 17, 2011, through Resolution No.03, the Superintendence applied to AFP Habitat S.A. a fine of UF 200 for an internal control failure to prevent a conflict of interest in regard to Director Mrs. María Teresa Infante Barros in the sale of her shares in Salfacorp S.A. through Sociedad Ingeniería Las Ramaditas Ltda. On February 18, 2011, through Resolution No.013, the Superintendence applied the sanction of censure to AFP Habitat S.A. for having omitted to file an Hecho Esencial (Material Event) to inform that regulating body of the lawsuit affecting its custodian, State Street Bank & Trust. 152 153 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries On August 10, 2011, through Resolution No.046, the Superintendence applied a fine of UF 200 to AFP Habitat S.A. for a breach to the instructions contained in Circular No.1537, related to information in the current accounts of the managed pension funds which should be submitted to the Superintendence. On August 29, 2011, through Resolution No.052, the Superintendence applied the sanction of censure to AFP Habitat S.A. for having omitted to provide in the electronic certificates of 36 affiliated members the information related to the commission consumed as scheduled withdrawal when the broker collected the commission, which resulted in 12 of them paying commission exceeding the legally allowed limits. On November 29, 2011, the Superintendence applied a fine of UF 3,500 to AFP Habitat S.A. for errors in the rating of the insurance coverage relating to 69 retirement cases. This sanction has not yet been executed By the Chilean Superintendence of Health In August 2012, Isapre Consalud was sanctioned due to problems in the enrolling of affiliate members. The fine amounted to ThCh$7,994. In September 2012, Isapre Consalud was sanctioned for responding to problems after the deadline. The fine amounted to ThCh$5,710. In October 2012, Isapre Consalud was sanctioned for compensating debts with the Agricultural and Livestock Service. The fine amounted to ThCh$6,852. In October 2012, Isapre Consalud was sanctioned for communicating coverage refusals out of the 20-day deadline established by the current regulations. The fine amounted to ThCh$4,568. In January 2012, through exempt resolution No.43, Isapre Consalud was sanctioned for not returning, in some cases, contribution excesses in group or collective plans. The fine amounted to UF600. In October 2011, through exempt resolution No.727, Isapre Consalud S.A. was sanctioned for benefits that, even though were guaranteed, were covered by the private health insurance institution under GES –CAEC coverage. Healthcare plan with a preferred provider other than the GES Provider. The private health insurance institution did not inform its members that they had the right of obtaining the guaranteed GES coverage from their preferred provider. The fine amounted to UF800. In October 2011, through Exempt Resolution No.665, the Superintendence fined Isapre Consalud S.A. UF300 for providing subsidies lower than those agreed in the applicable health insurance plan by not abiding to coverage associated with the rights established in the applicable health insurance agreement, as provided in Article 189 of Decree Law No.1 dated 2005 on health insurance and the instructions provided in Official Communication IF/No. 0.070 dated November 2010. In October 2011, through Exempt Resolution No.663, the Superintendence fined Isapre Consalud S.A. UF700 for noncompliance with the period established by Compin (Medical Preventive and Disability Commission), in the payment of subsidies for labor disability claimed in accordance with Article 43 of Supreme Decree No.3/84 on health insurance. In such cases it has been verified that Isapre Consalud S.A. did not pay in a timely manner in accordance with the terms established In February 2011, through Exempt Resolution No. 117, the Superintendence fined Isapre Consalud S.A. UF250 due to billing a “Lasik surgery” to an affiliated member, which was subject to a minimum coverage subsidy, without considering the coverage contained in the health insurance plan. In addition, in three cases, affiliated members received lower coverage for medicines than that contained in their health insurance plans. (26)OPERATING LEASES (a) Total future minimum payments associated with assets under operating leases derived from non-renewable lease contracts for each of the following terms as of December 31, 2011 and 2012 is as follows: 154 2011 ThCh$ Up to 1 year 2,105,113 1,349,167 1-5 years 4,182,101 3,809,332 Over 5 years 6,391,456 5,926,921 12,678,670 11,085,420 Total (b) As of December 31, 1012 and 2011, the Company’s Management has not entered into any operating subleases. (c) Operating lease payments recognized in the statement of income as of December 31, 2012 and 2011 amount to ThCh$1,998,501 and ThCh$1,572,326, respectively. (d) The following is a general description of significant lease agreements: • No contingent payments have been agreed • AFP Hábitat S.A. leases warehouses, offices, computer equipment and parking lots under operating lease arrangements. Usually leases contemplate a period of 10 years and contain the option of renewing the agreement after that date. • In the majority of contracts, AFP Hábitat S.A. is prohibited from assigning or leasing the warehouse or office or from using it for purposes other than those agreed. (27)NET EQUITY Changes in equity (a) Paid-in capital As of December 31, 2012, paid-in capital amounts to ThCh$239,852,287 and is divided into 100,000,000 nominative same-series shares with no par value. The portion related to price-level adjustment has been incorporated into paid-in capital. On April 16, 2012, the Extraordinary Shareholders Meeting agreed to increase capital in the amount of ThCh$96,227,378, through the issuance of 13,717,972 payment shares. In this way, once the issued shares are subscribed and paid, the Company’s capital will amount to ThCh$310,000,000. At the same meeting, it was agreed to perform, prior to the capital increase, an exchange of shares of 2.6 shares for each of the current shares, thus increasing the number of shares of the Company 96,282,038, which in addition to the new issuance represent a total of 110,000,000 shares. The abovementioned exchange was carried out on June 12, 2012. 155 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries 2012 ThCh$ On July 20, 2012, the Santiago Stock Market performed the placement of 3,687,991 primary offering shares by means of a mechanism called order book auction. As a result of this placement, the number of paid shares was 99,981,743 and the paid-in capital amounted to ThCh$239,724,220, with overprice in the placement of shares in the amount of ThCh$171,713. On November 20, 2012, the Santiago Stock Exchange placed 18,257 primary offering shares by means of an order book auction. As a result of this placement, the number of paid shares was 100,000,000 and the paid-in capital amounted to ThCh$239,852,287. (b) Dividend policy As established in Article 24 of the Company’s by-laws, the Ordinary Shareholder Meeting must agree the dividend distribution based on the earnings reported each year in the approved annual balance sheet. Payment conditions, timeliness and methods will be the ones established in the Shareholders’ Corporations Act. Notwithstanding the above, the minimum obligatory dividend to be distributed will amount to 30% of the net profits for the year, unless otherwise agreed by the shareholder meeting. The Board of Directors of Inversiones La Construcción S.A., at their session dated June 1, 2012, agreed to propose to the next General Ordinary Shareholders’ Meeting the Company’s dividend policy consisting in distributing between 60% and 80% of the distributable earnings understood as the amount resulting from deducting the positive variation of the matching of the subsidiary AFP Hábitat S.A. from the net profit for the year, weighted by the interest ownership percentage held by Inversiones La Construcción S.A. (c) Changes in other reserves During the periods 2012 and 2011, changes in other reserves are detailed as follows: DETAIL RESERVE FOR FUTURE CAPITAL INCREASES RESERVE FOR FUTURE CONTINGENCIES ThCh$ ThCh$ RESERVE FOR FOREIGN CURRENCY TRANSLATION DIFFERENCE RESERVE RESERVE FROM FOR CAPITAL SUBSIDIARIES CONTRIBUTION DUE AND AFFILIATES TO MERGE ThCh$ ThCh$ TOTAL ThCh$ ThCh$ ThCh$ Opening balances as of 1-1-2012 OTHER RESERVES 4,295,530 - - 1,440,220 94,076,329 143,076 99,955,155 - - - - - (9,499) (9,499) 4,295,530 - - 1,440,220 94,076,329 133,577 99,945,656 Plus: Effect of restructuring of subsidiaries Final balances as of 2012 DETAIL RESERVE FOR FUTURE CAPITAL INCREASES RESERVE FOR FUTURE CONTINGENCIES ThCh$ ThCh$ RESERVE FOR FOREIGN CURRENCY TRANSLATION DIFFERENCE RESERVE RESERVE FROM FOR CAPITAL SUBSIDIARIES CONTRIBUTION DUE AND AFFILIATES TO MERGE ThCh$ ThCh$ TOTAL ThCh$ ThCh$ ThCh$ Opening balances as of 1-1-2011 OTHER RESERVES 4,295,530 - - 1,440,220 94,076,329 (5,646,559) 94,165,520 - - - - - 5,789,635 5,789,635 4,295,530 - - 1,440,220 94,076,329 143,076 99,955,155 Plus: Effect of restructuring of subsidiaries Final balances as of 2011 (d) Changes in retained earnings (accumulated deficit) The changes in the retained earnings reserve are as follows: M$ 156 Opening balance as of 1-1-2011 88,207,217 157 Profit for the year 2011 81,570,269 Distribution of dividends (44,791,145) Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries Gain (loss) from merger, Megalab S.A. Effect of restructuring of subsidiaries Final balance as of 2011 Profit for the year 2012 Dividends paid Effect of restructuring of subsidiaries Final balance as of 2012 21,272 (5,996,667) 119,010,946 83,031,193 (114,323,919) (31,080) 87,687,140 (28)INTERÉS NO CONTROLADOR El detalle de las participaciones no controladoras es el siguiente: MINORITY INTEREST PERCENTAGE COMPANY EQUITY PROFIT OR LOSS SUBSIDIARY 2012 % 2011 % 2012 ThCh$ 2011 ThCh$ 2012 ThCh$ 2011 ThCh$ IM Trust Corredores de Bolsa S.A. AFP Hábitat S.A. 1.53 2.62 5,818,028 9,472,115 1,085,382 1,562,892 Inversiones Unión Española S.A. AFP Hábitat S.A. 3.70 3.70 14,054,725 13,369,421 2,621,979 2,205,945 Larraín Vial Corredores de Bolsa S.A. AFP Hábitat S.A. 2.34 2.30 8,883,851 8,315,216 1,657,327 1,372,005 Inmobiliaria Los Lleuques AFP Hábitat S.A. 1.33 1.33 5,037,453 4,808,364 939,762 793,377 Penta Corredores de Bolsa S.A. AFP Hábitat S.A. 0.51 0.73 1,921,896 2,639,177 358,539 435,462 Valores Security Corredores de Bolsa S.A. AFP Hábitat S.A. 0.69 1.09 2,626,993 3,940,689 490,079 650,211 Celfín Capital Corredores de Bolsa S.A. AFP Hábitat S.A. 1.09 1.05 4,155,290 3,796,077 775,190 626,350 Banchile Corredores de Bolsa S.A. AFP Hábitat S.A. 1.53 1.41 5,817,916 5,097,589 1,085,361 841,099 Collados Núñez Modesto AFP Hábitat S.A. 1.00 1.00 3,800,577 3,615,311 709,017 596,524 Inmobiliaria Duero AFP Hábitat S.A. - 0.71 - 2,566,871 - 423,532 MBI Arbitrage Fondo de Inversión AFP Hábitat S.A. - 0.63 - 2,277,646 - 375,810 Santander S.A. Corredores de Bolsa AFP Hábitat S.A. 1.55 0.61 5,902,646 2,205,340 1,101,168 363,880 BCI Corredores de Bolsa S.A. AFP Hábitat S.A. 0.85 0.58 3,230,010 2,096,880 602,574 345,984 Inversiones Megeve Dos Ltda. AFP Hábitat S.A. 0.57 0.57 2,147,774 2,060,727 400,678 340,019 Cía. de Inversiones La Española S.A. AFP Hábitat S.A. 0.56 0.56 2,129,320 2,024,574 397,235 334,053 Inversiones Covadonga S.A. AFP Hábitat S.A. 0.56 0.56 2,126,122 2,024,574 396,639 334,053 Inversiones Tacora S.A. AFP Hábitat S.A. 0.55 0.55 2,079,007 1,988,421 387,849 328,088 Banco de Chile por cuenta de terceros no residentes AFP Hábitat S.A. 2.49 0.60 9,480,742 2,169,187 1,768,680 357,914 Corporación de Desarrrollo Tecnológico C. Ch. C AFP Hábitat S.A. 0.51 0.51 1,919,292 1,483,809 358,053 304,227 Sociedad de Ahorro Villuco S.A. AFP Hábitat S.A. 0.62 0.62 2,339,626 2,241,493 436,469 369,845 Negocios y Valores S.A. C. de B. AFP Hábitat S.A. 0.63 449,847 - Mutual de Seguridad C.Ch.C. Red Salud S.A. 10.02 10.02 13,268,136 12,271,077 462,538 134,450 Cámara Chilena de la Construcción A.G. Red salud S.A. - 9.16 - 11,217,871 - 122,910 Nixus Marketplace S.A. Iconstruye S.A. 7.34 7.34 134,693 193,175 47,415 37,593 Cámara Chilena de la Construcción A.G. Iconstruye S.A. 10.00 10.00 183,435 263,181 64,574 51,217 Inversiones y Asesorías Bartel Oliver Ltda. Iconstruye S.A. 6.25 6.62 114,637 174,226 40,355 33,905 Inversiones Santa Ana Ltda. Iconstruye S.A. 6.62 6.25 121,381 164,488 42,729 32,010 Inversiones La Hiedra s.A. Iconstruye S.A. 4.00 4.00 73,374 105,272 25,829 20,487 Varios Accionistas AFP Hábitat S.A. AFP Hábitat S.A. 10.54 10.79 37,696,202 39,369,156 7,032,414 6,436,492 Varios Accionistas Iconstruye S.A. Iconstruye S.A. 32.83 32.83 602,276 864,022 212,017 168,144 Varios Accionistas otras subsidiarias Varios - - 256 542,129 (38,098) 212,590 138,076,995 143,358,078 23,911,601 20,211,120 Totales 2,411,337 (29)IREVENUE As of December 31, 2012 and 2011, this line item is composed of the following: 158 2012 ThCh$ 2011 ThCh$ 208,035,645 182,604,556 Insurance premiums 98,292,515 154,442,104 Healthcare services 161,717,725 132,767,299 Pension Fund Administrator commissions 117,524,263 109,096,573 Voluntary healthcare payment contributions 67,202,190 61,609,558 Other revenue 25,282,867 23,760,988 678,055,205 664,281,078 2012 ThCh$ 2011 ThCh$ Domestic fixed income 9,936,804 9,977,454 Domestic variable income 2,939,950 1,296,244 International fixed income 244,743 1,404,955 International variable income 319,967 (1,649,512) Type A pension fund reserve 2,564,074 (2,612,746) Type B pension fund reserve 2,656,901 (1,403,792) Type C pension fund reserve 5,189,127 484,983 Type D pension fund reserve 1,583,057 971,552 Type E pension fund reserve 1,067,375 713,793 Other 1,490,515 - Total 27,992,513 9,182,931 REVENUES Healthcare payment contributions Total 159 (30)FINANCE INCOME As of June 30, 2012 and 2011, this line item is composed of the following: Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries (31)OTHER GAINS (LOSSES) As of December 31, 2012 and 2011, the main items recorded in other gains (losses) in the statement of income are detailed as follows:: 2012 ThCh$ Sales of PP&E 2011 ThCh$ 9,157 912,195 322,116 448,291 Other income (*) 1,519,668 575,063 Total 1,850,941 1,935,549 Health area losses (154,830) (790,428) Other (338,814) (495,568) Total (493,644) (1,285,996) Other gains (losses) 1,357,297 649,553 Otras ganancias (pérdidas) 1.357.297 649.553 Leases Other losses: (*) As of December 31, 2012, other income mainly include ThCh$352,025 from the income tax refund of the Subsidiary Red Salud S.A. and ThCh$298,123 for the reversal of the provision for labor trials in AFP Habitat. (32)FINANCE COSTS As of December 31, 2012 and 2011, this line item is composed of the following: 2012 ThCh$ 2011 ThCh$ Interest and expenses arising from financial obligations 2,875,819 6,414,751 Lease interest 3,409,619 2,128,509 642,785 1,158,972 5,041,770 1,326,393 11,969,993 11,028,625 FINANCE COSTS Other finance costs Interest on bonds payable Total finance costs (33)ADMINISTRATIVE AND PERSONNEL EXPENSES As of December 31, 2012 and 2011, this caption is composed of the following: 2012 ThCh$ 2011 ThCh$ 66,712,847 57,832,122 Communication 1,786,207 1,718,347 Maintenance 4,735,178 4,285,918 Investments 1,827,908 719,322 Advertising 6,606,208 3,522,673 Personnel Depreciation 3,149,610 3,585,294 General 23,830,599 29,782,056 Mailing 1,681,721 1,298,694 Outsourcing 5,532,083 2,551,778 12,142,647 7,119,742 128,005,008 112,415,946 Operating Total Personnel expenses (included within administrative expenses) as of December 31, 2012 and 2011, are composed of the following Salaries and wages Short-term employee benefits Post-termination benefits Other personnel expenses Total 2012 ThCh$ 2011 ThCh$ 50,586,709 45,670,346 6,772,615 6,497,866 539,050 28,139 8,814,473 5,635,771 66,712,847 57,832,122 2012 ThCh$ 2011 ThCh$ (34)FOREIGN CURRENCY EXCHANGE GAIN/(LOSS) As of December 31, 2012 and 2011, this caption is composed of the following: CURRENCY Financial investments US$ 16,154 32,161 Trade receivables US$ (134,776) 274,446 Trade payables US$ (1,470) (3,849) (120,092) 302,758 Total 160 161 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries (35)GAIN (LOSS) ON INDEX-ADJUSTED UNITS As of December 31, 2012 and 2011, this line item is composed of the following: ADJUSTMENT INDEX 2012 ThCh$ 2011 ThCh$ Financial investments UF 2,653,402 3,734,960 Technical reserves UF (2,122,496) (3,369,314) Loans UF (3,622,735) (3,709,740) Trade receivables UF 327,078 738,201 Trade payables UF (82,832) (267,311) (2,847,583) (2,873,204) Total (36)OPERATING SEGMENTS The Group discloses segment information in conformity with IFRS 8 Operating Segments which provides the standards to report in regard to the operating segments and related disclosures for products, services and geographical areas. The Group operates in different markets with different economic, commercial and legal environments, which expose them to different risks and returns in each of these areas. The similarity of the commercial, economic and political terms, as well as the proximity of the operations determine the identification of three segments by line of business, which correspond to the retirement and insurance services, healthcare and other businesses. For each of these segments there is financial information which is regularly used by senior management for the decision-making process, assigning resources and assessing performance. The Segments used by the Group to manage its operations are as follows: • Retirement and Insurance Business The retirement and insurance business includes the following companies: AFP Hábitat S.A., Isapre Consalud S.A. and Compañía de Seguros Vida Cámara S.A. Their main operations relate to the rendering of retirement and insurance services for the management of retirement, coverage of medical attention and coverage of a retirement pension in the event of disability and survivorship events. • Healthcare Business The healthcare business comprises Red Salud. Its main operation is the rendering of inpatient and outpatient services. It includes, among other facilities, Clínica Tabancura, Clínica Avansalud, Clínica Bicentenario and the network of Megasalud medical centers for outpatient services. • Other Businesses Other businesses include Desarrollos Educacionales S.A.’s network of schools, Iconstruye and the Group’s financial and real estate investment portfolio. Their main operations relate to providing educational and information technology services and the management of financial and real estate assets, respectively. The information required by IFRS 8 on assets and liabilities is as follows: 2012 Total segment assets Total amounts in affiliates and joint ventures recognized according to the equity method of accounting Total segment liabilities 2011 Total segment assets HEALTHCARE BUSINESS ThCh$ OTHER BUSINESSES ThCh$ 628,004,399 287,293,229 140,305,209 1,055,602,837 163 3,736,431 15,859,108 145,099 19,740,638 193,905,491 174,010,422 121,654,878 489,570,791 ThCh$ ThCh$ ThCh$ TOTAL ThCh$ ThCh$ 636,145,908 243,180,182 124,766,536 1,004,092,626 4,989,963 11,957,100 135,958 17,083,021 211,534,419 124,707,895 91,483,617 427,725,931 RETIREMENT AND INSURANCE BUSINESS 2012 ThCh$ HEALTHCARE BUSINESS 2012 ThCh$ OTHER BUSINESSES 2012 ThCh$ Total revenue 494,987,251 163,810,635 19,257,319 678,055,205 Cost of sales (296,222,165) (129,112,288) (6,852,383) (432,186,836) Total gross profit 198,765,086 34,698,347 12,404,936 245,868,369 RETIREMENT AND INSURANCE BUSINESS 2011 ThCh$ HEALTHCARE BUSINESS 2011 ThCh$ OTHER BUSINESSES 2011 ThCh$ Total revenue 513,212,285 134,476,806 16,591,987 664,281,078 Cost of sales (315,282,542) (105,363,366) (5,784,873) (426,430,781) Total gross profit 197,929,743 29,113,440 10,807,114 237,850,297 Total amounts in affiliates and joint ventures recognized according to the equity method of accounting Total segment liabilities RETIREMENT AND INSURANCE BUSINESS ThCh$ Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries Profit or loss by segment is detailed as follows: TOTAL 2012 ThCh$ Gross profit TOTAL 2011 ThCh$ Gross profit 162 The information required by IFRS 8 on profit or loss by segment is as follows:: RETIREMENT AND INSURANCE BUSINESS 2012 ThCh$ HEALTHCARE BUSINESS 2012 ThCh$ Total revenue 494,987,251 163,810,635 19,257,319 678,055,205 Cost of sales (296,222,165) (129,112,288) (6,852,383) (432,186,836) 1,754,509 - - 1,754,509 (91,411,606) (26,548,307) (10,045,095) (128,005,008) (253,927) - (71,351) (325,278) 21,186,045 2,012,520 4,793,948 27,992,513 (670,231) (7,044,496) (4,255,266) (11,969,993) 3,408,681 1,040,382 (33,020) 4,416,043 Income tax expense (30,514,922) (495,924) (167,137) (31,177,983) Gain (loss) attributable to owners of the Parent 80,105,719 2,361,948 563,526 83,031,193 Gain (loss) attributable to non-controlling interests 23,060,856 462,538 388,207 23,911,601 Other income by function Administrative and personnel expenses Other expenses by function Finance income Finance costs Share of profits of affiliates accounted for according to the equity method of accounting OTHER BUSINESSES 2012 ThCh$ TOTAL 2012 ThCh$ Segments by geographical areas The Group operates solely in Chile and therefore, reporting geographical segments is not applicable and given the businesses in which the Company operates no customers are identified as being more important than others. (37) ENVIRONMENT The activities of ILC and its Subsidiaries are not within those that might affect the environment, therefore, to the date of closing of these financial statements, no resources are compromised and no payments have been made due to noncompliance of municipal regulations or other inspection entities. (38) CHANGES IN INCOME AND RECLASSIFICATIONS AS OF DECEMBER 31, 2011 As stated in letter a) of the second paragraph in note 3, starting from January 1, 2012, those insurance companies that have initiated the application of the new accounting standards established by the Superintendence of Securities and Insurance, and in those matters not covered by this entity, shall apply International Financial Reporting Standards (IFRS). As a result of the application of these new accounting standards, the statement of income of the subsidiary Compañía de Seguros de Vida Cámara S.A. as of December 31, 2011 has been corrected for comparative purposes; and the differences arising from this correction are detailed as follows: COMPAÑÍA DE SEGUROS DE VIDA CAMARA S.A. STATEMENTS OF INCOME As of December 31, 2011 PRIOR PRESENTATION ThCh$ Revenues 154,111,489 156,907,202 (2,795,713) Cost of sales (111,532,941) (113,744,142) 2,211,201 Gross profit 42,578,548 43,163,060 (584,512) - - - (3,375,593) (3,410,684) 35,091 - - - DIFFERENCES ThCh$ Gain (loss) Other income, by function Administrative expenses Other expenses, by function Other gains (losses) 40,113 44,945 (4,832) 3,450,841 3,739,490 (288,649) (5,782) (5,782) 43,058,637 42,595,195 463,442 Profit (loss) from continuing operations - - - Profit (loss) from discontinuing operations - - - 34,624,333 34,094,607 529,726 Finance income Finance costs Share of profits (losses) of affiliates and joint ventures accounted for according to the equity method of accounting Foreign currency translation differences Profit or loss for index adjusted units Profit (loss), before income taxes Income tax expense Profit (loss) Also, as a result of the reviews to the financial statements of subsidiaries as of December 31, 2011, reclassifications have been defined on some captions and are detailed as follows: SUBSIDIARY FROM TO CONCEPT ILC Inversiones Finance costs Profit or loss for index adjusted units Profit or loss for index adjusted units Empresas Red Salud S.A. Other gains (losses) Revenue Property lease Empresas Red Salud S.A. Administrative expenses Cost of sale Operational costs, maintenance Empresas Red Salud S.A. Other gains (losses) Administrative expenses Administrative expenses Empresas Red Salud S.A. Finance costs Administrative expenses Bank expenses AMOUNT ThCh$ 656,286 537,685 2,919,152 19,630 275 After the corrections generated by the change of accounting standards for insurance companies and the abovementioned reclassifications, the consolidated statement of income as of December 31, 2011 presents the following differences: 164 165 Notes to the Financial Statements / Inversiones La Construcción S.A. and Subsidiaries CURRENT PRESENTATION ThCh$ SVS STATEMENT OF INCOME BY FUNCTION ILC INVERSIONES STATEMENTS OF INCOME As of December 31, 2011 DETAIL Revenue CONSOLIDATED CURRENT CONSOLIDATED PRIOR ThCh$ ThCh$ DIFFERENCES VIDA CÁMARA ThCh$ ThCh$ EFFECT OF RECLASSIFICATION ThCh$ 664,281,078 666,539,156 (2,258,078) (2,795,763) 537,685 Cost of sales (426,430,781) (425,722,830) (707,951) 2,211,201 (2,919,152) Gross profit 237,850,297 240,816,326 (2,966,029) (584,562) (2,381,467) 1,285,412 1,285412 - - - (112,415,946) (115,350,284) 2,934,338 35,091 2,899,247 (1,233,639) (1,233,639) - - - 649,553 1,172,440 (522,887) (4,832) (518,055) Other income, by function Administrative expense Other expenses, by function Other gains (losses) Finance income Finance costs Share of profits (losses) of affiliates and joint ventures accounted for according to the equity method of accounting Foreign currency translation differences 9,182,931 9,471,580 (288,649) (288,649) - (11,028,625) (11,681,756) 653,131 - 653,131 3,335,264 3,335,264 - - - 302,758 302,758 - - - (2,873,204) (3,526,692) 653,488 1,306,344 (652,856) (112,795,496) (116,224,917) 3,429,421 1,047,954 2,381,467 Profit (loss), before income taxes 125,054,801 124,591,409 463,392 463,392 - Income tax expense (23,273,412) (23,339,696) 66,284 66,284 - Total income tax expense (23,273,412) (23,339,696) 66,284 66,284 - Profit or loss for index adjusted units Total other income and costs Profit (loss) from continuing operations 101,781,389 101,251,713 529,676 529,676 - Profit (loss) from discontinuing operations - - - - - Total profit or loss for discontinuing operations - - - - - 101,781,389 101,251,713 529,676 529,676 - Profit (loss) for the year (39)SUBSEQUENT EVENTS (a) On January 22, 2013 the Company’s shareholders were paid Ch$80 per share as an interim dividend, as agreed at the Board of Directors Session dated December 17, 2012. (b) The Board of Directors of the subsidiary Compañía de Seguros de Vida Cámara S.A., at its session dated March 18, 2013, agreed the incorporation of a subsidiary insurance company in the Republic of Peru in order for it to be the legal vehicle to enter in the Peruvian life insurance market and whose capital will be mostly subscribed and paid (99%) by the Company. The subsidiary will be named Compañía de Seguros de Vida Cámara S.A., and it will have an indefinite duration; its initial capital is S/6,360,000 (six million, three hundred and sixty thousand new soles), divided in 6,360,000 subscribed and paid shares. The Board of Directors also approved the registration of the Company as a reinsurance company abroad in the Registry of Insurance Brokers and Assistants of the Superintendence of Banks, Insurances and Private Pension Fund Administrators of Peru (SBS). Between December 31, 2012 and the date of issue of these financial statements there have been no other subsequent events which could affect their presentation and/or interpretation. CONDENSED FINANCIAL STATEMENTS OF SUBSIDIARIES(*) 166 CONTENT AFP Habitat S.A. Vida Camara S.A. Desarrollos Educacionales S.A. iconstruye S.A. Invesco Internacional S.A. Inversiones Previsionales Dos S.A. Invesco Ltda. Isapre Consalud S.A. Red Salud S.A. Th$ : Figures expressed in thousands of Chilean pesos ThUS$: Figures expressed in thousands of US dollars UF : Figures expressed in the inflation indexed unit, Unidades de Fomento (*) The complete financial statements of the aforementioned entities are available to the public in the entities’ respective offices and those of the Superintendence of Securities and Insurance. Condensed Financial Statements of Subsidiaries / Inversiones La Construcción S.A 167 AFP HABITAT S.A. Figures in millions of $ as of December of 2012 Balance Sheet 2012 2011 59,840 49,882 Total Non-current Assets 219,180 198,728 Total Assets 279,020 248,610 Total Current Liabilities 26,193 22,292 Total Non-current Liabilities 22,542 16,722 Total Equity 230,284 209,596 Total Liabilities and Equity 279,020 248,610 Total Current Assets Statement of Comprehensive Income 2012 2011 88,883 71,219 6,480 4,718 Income before Tax and Others 95,363 75,936 Income Tax and Minority Interests (20,787) (14,282) Total Comprehensive Income Attributable to the Owners of the Parent 74,576 61,654 2012 2011 Cash flows from Operating Activities 50,417 59,027 Cash flows from Investing Activities (13,006) (6,123) Cash flows from Financing Activities (51,601) (48,047) 5 32 (14,185) 4,889 Operating Income Non-Operating Income Statement of Cash Flows Effect of Exchange rate Fluctuations on Cash and Cash Equivalents and Others Net Increase (Decrease) on Cash and Cash Equivalents Statement of Changes in Net Equity DETAIL Opening Balance Previous Year SHARE CAPITAL 1,764 RETAINED EARNINGS 208,157 OTHER RESERVES (324) EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 209,596 Profit (loss) for the Year 74,576 74,576 Issuance of Share Capital (53,877) (53,877) Dividends 1,764 228,856 (13) (13) (337) 230,283 TOTAL EQUITY 209,596 (0) 74,576 (53,877) 1 Increase(Decrease) due to other capital contributions Final Balance of Current Year NON-CONTROLLING INTEREST 1 (13) 0 230,284 INVESCO LTDA. Figures in millions of $ as of December of 2012 Balance Sheet 2011 3,698 2,975 Total Non-current Assets 107,763 107,762 Total Assets 111,461 110,737 18 30 0 0 Total Equity 111,443 110,707 Total Liabilities and Equity 111,461 110,737 2012 2011 14,683 11,953 (34) (29) 14,649 11,925 (13) (30) 14,636 11,895 2012 2011 Cash flows from (used in) operating activities 13,842 12,977 Cash flows from (used in) investing activities (1) 0 Cash flows from (used in) financing activities (13,900) (13,082) 0 0 (59) (105) Total Current Assets Total Current Liabilities Total Non-current Liabilities Statements of Comprehensive Income Operating Income Non-Operating Income Income before Tax and Others Income Tax and Minority Interests Total Comprehensive Income Attributable to the Owners of the Parent Statement of Cash Flows Effect of exchange rate fluctuations on cash and cash equivalents Net Increase (Decrease) on Cash and Cash Equivalents Statement of Changes in Net Equity DETAIL Opening Balance Previous Year SHARE CAPITAL RETAINED EARNINGS 97,015 16,291 Profit (loss) for the Year OTHER RESERVES (2,599) EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT NON-CONTROLLING INTEREST TOTAL EQUITY 110,707 110,707 14,636 14,636 14,636 (13,900) (13,900) (13,900) Issuance of Share Capital Dividends Increase(Decrease) due to other capital contributions Final Balance of Current Year 97,015 17,027 (2,599) 111,443 0 111,443 168 169 Condensed Financial Statements of Subsidiaries / Inversiones La Construcción S.A 2012 INVERSIONES PREVISIONALES DOS S.A. Figures in millions of $ as of December of 2012 Balance Sheet 2012 2011 4,982 3,823 Total Non-current Assets 126,722 126,722 Total Assets 131,703 130,545 4,978 3,905 0 0 Total Equity 126,726 126,640 Total Liabilities and Equity 131,703 130,545 Total Current Assets Total Current Liabilities Total Non-current Liabilities Statements of Comprehensive Income 2012 2011 21,675 17,640 (1) 0 21,674 17,640 (32) (86) 21,642 17,554 2012 2011 Cash flows from (used in) operating activities 20,517 19,310 Cash flows from (used in) investing activities (20,517) (19,306) Cash flows from (used in) financing activities 0 0 Effect of exchange rate fluctuations on cash and cash equivalents 0 0 Net Increase (Decrease) on Cash and Cash Equivalents 0 4 Operating Income Non-Operating Income Income before Tax and Others Income Tax and Minority Interests Total Comprehensive Income Attributable to the Owners of the Parent Statement of Cash Flows Statement of Changes in Net Equity DETAIL Opening Balance Previous Year SHARE CAPITAL 42,354 Profit (loss) for the Year RETAINED EARNINGS 85,116 OTHER RESERVES (830) EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT NON-CONTROLLING INTEREST TOTAL EQUITY 126,640 126,640 21,642 21,642 21,642 (21,556) (21,556) (21,556) Issuance of Share Capital Dividends Increase(Decrease) due to other capital contributions Final Balance of Current Year 42,354 85,202 (830) 126,726 0 126,726 ISAPRE CONSALUD S.A. Figures in millions of $ as of December of 2012 Balance Sheet 2011 Total Current Assets 36,680 33,480 Total Non-current Assets 57,117 48,478 Total Assets 93,797 81,958 Total Current Liabilities 67,524 72,823 Total Non-current Liabilities 10,513 7,493 Total Equity 15,760 1,642 Total Liabilities and Equity 93,797 81,958 2012 2011 Statements of Comprehensive Income Operating Income Non-Operating Income Income before Tax and Others Income Tax and Minority Interests Total Comprehensive Income Attributable to the Owners of the Parent 11,957 8,973 1,339 1,312 13,296 10,285 (2,986) (1,709) 10,310 8,576 Statement of Cash Flows 2012 2011 Cash flows from (used in) operating activities 15,851 20,395 Cash flows from (used in) investing activities (6,560) (6,927) Cash flows from (used in) financing activities (6,220) (8,669) 0 0 3,072 4,799 Effect of exchange rate fluctuations on cash and cash equivalents Net Increase (Decrease) on Cash and Cash Equivalents Statement of Changes in Net Equity DETAIL Opening Balance Previous Year SHARE CAPITAL 7,789 Profit (loss) for the Year Issuance of Share Capital RETAINED EARNINGS (7,158) OTHER RESERVES 1,011 10,310 7,000 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT NONCONTROLLING INTEREST TOTAL EQUITY 1,642 1,642 10,310 10,310 7,000 7,000 (3,192) Dividends Increase(Decrease) due to other capital contributions Final Balance of Current Year 195 (3,192) (195) (3,192) 14,984 (40) 816 15,760 0 15,760 170 171 Condensed Financial Statements of Subsidiaries / Inversiones La Construcción S.A 2012 COMPAÑÍA DE SEGUROS VIDA CAMARA S.A. Figures in millions of $ as of December of 2012 Balance Sheet 2012 2011 92,881 135,045 1,302 470 94,183 135,515 2,547 2,976 Total Non-current Liabilities 65,033 98,893 Total Equity 26,603 33,646 Total Liabilities and Equity 94,183 135,515 2012 2011 23,897 39,243 3,642 3,816 27,539 43,059 (5,450) (8,434) 22,089 34,624 2012 2011 Cash flows from (used in) operating activities 8,185 39,670 Cash flows from (used in) investing activities 22,135 (8,798) Cash flows from (used in) financing activities (29,094) (35,489) 0 (291) 1,226 (4,908) Total Current Assets Total Non-current Assets Total Assets Total Current Liabilities Statements of Comprehensive Income Operating Income Non-Operating Income Income before Tax and Others Income Tax and Minority Interests Total Comprehensive Income Attributable to the Owners of the Parent Statement of Cash Flows Effect of exchange rate fluctuations on cash and cash equivalents Net Increase (Decrease) on Cash and Cash Equivalents Statement of Changes in Net Equity DETAIL Opening Balance Previous Year SHARE CAPITAL 10,689 Profit (loss) for the Year RETAINED EARNINGS 22,890 OTHER RESERVES 27 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT NON-CONTROLLING INTEREST TOTAL EQUITY 33,606 33,646 22,049 22,049 22,049 (29,092) (29,092) (29,092) Issuance of Share Capital Dividends Increase(Decrease) due to other capital contributions Final Balance of Current Year 10,689 15,846 27 26,562 0 26,603 EMPRESAS RED SALUD S.A. Figures in millions of $ as of December of 2012 Balance de Inversiones La Construcción Ltda. 2012 2011 77,300 47,177 Total Non-current Assets 212,956 199,650 Total Assets 290,257 246,827 49,504 45,733 Total Non-current Liabilities 126,889 87,250 Total Equity 113,864 113,844 Total Liabilities and Equity 290,257 246,827 2012 2011 Operating Income 9,185 5,691 Non-Operating Income (5,864) (3,632) Income before Tax and Others 3,320 2,059 (696) (1,034) 2,625 1,025 2012 2011 Cash flows from (used in) operating activities 15,777 (1,554) Cash flows from (used in) investing activities (17,514) (19,635) Cash flows from (used in) financing activities 22,944 8,911 2 (18) 21,209 (12,296) Total Current Liabilities 172 173 Consolidated Financial Statements / Inversiones La Construcción S.A. Total Current Assets Statements of Comprehensive Income Income Tax and Minority Interests Total Comprehensive Income Attributable to the Owners of the Parent Statement of Cash Flows Effect of exchange rate fluctuations on cash and cash equivalents Net Increase (Decrease) on Cash and Cash Equivalents Statement of Changes in Net Equity DETAIL Opening Balance Previous Year SHARE CAPITAL 48,541 Profit (loss) for the Year RETAINED EARNINGS 658 OTHER RESERVES 62,598 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT NONCONTROLLING INTEREST TOTAL EQUITY 111,798 2,046 113,844 2,625 2,625 200 2,824 (2,625) (2,625) (180) (2,625) 111,798 2,066 113,864 Issuance of Share Capital Dividends Increase(Decrease) due to other capital contributions Final Balance of Current Year (180) 48,541 658 62,598 DESARROLLOS EDUCACIONALES S.A. Figures in millions of $ as of December of 2012 Balance Sheet 2012 2011 6,898 6,767 Total Non-current Assets 45,337 39,292 Total Assets 52,235 46,060 Total Current Liabilities 16,194 8,922 Total Non-current Liabilities 23,523 24,782 Total Equity 12,517 12,356 Total Liabilities and Equity 52,235 46,060 2012 2011 Operating Income 3,385 2,970 Non-Operating Income (2,066) (2,511) Income before Tax and Others 1,320 459 (181) 306 1,138 765 Total Current Assets Statements of Comprehensive Income Income Tax and Minority Interests Total Comprehensive Income Attributable to the Owners of the Parent Statement of Cash Flows 2012 2011 Cash flows from (used in) operating activities 3,949 3,247 Cash flows from (used in) investing activities (8,591) (2,964) Cash flows from (used in) financing activities 4,174 (491) 0 0 (468) (208) Effect of exchange rate fluctuations on cash and cash equivalents Net Increase (Decrease) on Cash and Cash Equivalents Statement of Changes in Net Equity DETAIL Opening Balance Previous Year SHARE CAPITAL 10,942 Profit (loss) for the Year RETAINED EARNINGS OTHER RESERVES EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT NON-CONTROLLING INTEREST TOTAL EQUITY 2,547 (1,134) 12,356 0 12,356 1,138 1,138 0 1,138 (977) (977) Issuance of Share Capital Dividends (977) Increase(Decrease) due to other capital contributions Final Balance of Current Year 0 10,942 2,708 (1,134) 12,517 0 12,517 iCONSTRUYE S.A. Figures in millions of $ as of December of 2012 Balance Sheet 2011 Total Current Assets 1,771 2,523 Total Non-current Assets 1,171 1,003 Total Assets 2,943 3,526 Total Current Liabilities 1,108 888 0 6 Total Equity 1,834 2,632 Total Liabilities and Equity 2,943 3,526 2012 2011 Total Non-current Liabilities 174 175 Statement of Comprehensive Income Operating Income 770 509 51 88 Income before Tax and Others 820 597 Income Tax and Minority Interests (175) (85) Total Comprehensive Income Attributable to the Owners of the Parent 646 512 Non-Operating Income Statement of Cash Flows 2012 2011 Cash flows from (used in) operating activities 953 396 Cash flows from (used in) investing activities (134) (148) Cash flows from (used in) financing activities (1,430) (123) 0 0 (610) 125 Effect of exchange rate fluctuations on cash and cash equivalents Net Increase (Decrease) on Cash and Cash Equivalents Statement of Changes in Net Equity DETAIL Opening Balance Previous Year SHARE CAPITAL 2,605 RETAINED EARNINGS OTHER RESERVES EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT NON-CONTROLLING INTEREST TOTAL EQUITY 65 2,632 2,632 646 646 646 (645) (645) (645) (800) 2 (798) (798) 1,805 68 Profit (loss) for the Year Issuance of Share Capital Dividends Increase(Decrease) due to other capital contributions Final Balance of Current Year 0 1,834 0 1,834 Condensed Financial Statements of Subsidiaries / Inversiones La Construcción S.A 2012 INVESCO INTERNACIONAL S.A. Figures in millions of $ as of December of 2012 Balance Sheet 2012 Total Current Assets 2011 173 204 Total Non-current Assets 1,040 1,125 Total Assets 1,213 1,329 Total Current Liabilities 4 4 Total Non-current Liabilities 0 0 Total Equity 1,209 1,325 Total Liabilities and Equity 1,213 1,329 2012 2011 0 0 Non-Operating Income (117) (135) Income before Tax and Others (117) (135) 0 0 (117) (135) Statement of Comprehensive Income Operating Income Income Tax and Minority Interests Total Comprehensive Income Attributable to the Owners of the Parent Statement of Cash Flows 2012 2011 Cash flows from (used in) operating activities (30) (44) Cash flows from (used in) investing activities 0 5 Cash flows from (used in) financing activities 0 0 Effect of exchange rate fluctuations on cash and cash equivalents 0 1 (30) (38) Net Increase (Decrease) on Cash and Cash Equivalents Statement of Changes in Net Equity DETAIL Opening Balance Previous Year SHARE CAPITAL 922 Profit (loss) for the Year RETAINED EARNINGS OTHER RESERVES EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (1,013) 1,416 1,325 1,325 (117) (117) (117) NON-CONTROLLING INTEREST TOTAL EQUITY Issuance of Share Capital Dividends Increase(Decrease) due to other capital contributions Final Balance of Current Year 922 (1,130) 1,416 1,209 0 1,209 SUBSCRIPTION OF THE ANNUAL REPORT Inversiones La Construcción S.A. The signatories below, in their roles as Directors and Chief Executive Officer of INVERSIONES LA CONSTRUCCIÓN S.A., respectively, declare under oath 176 requirements of the Norma de Carácter General Nº 30 and their subsequent modifications, issued by the Superintendence of Securities and Insurance. 177 Daniel Hurtado Parot R.U.T.: 7,010,350-8 Chairman Gastón Escala Aguirre R.U.T.: 6,539,200-3 Vice Chairman of the Board of Directors Lorenzo Constans Gorri R.U.T.: 5,816,225-6 Director Alberto Etchegaray Aubry R.U.T.: 5,163,821-2 Director José Miguel García Echavarri R.U.T.: 6,747,949-1 Director Paulo Bezanilla Saavedra R.U.T.: 7,060,451-5 Director Italo Ozzano Cabezón R.U.T.: 9,082,624-7 Director Sergio Torretti Costa R.U.T.: 6,551,451-6 Director Francisco Vial Bezanilla R.U.T.: 6,400,466-2 Director Pablo González Figari R.U.T.: 9,611,943-7 Chief Executive Officer Condensed Financial Statements of Subsidiaries / Inversiones La Construcción S.A that they are responsible for the accuracy of all the information provided in the present Review of INVERSIONES LA CONSTRUCCIÓN S.A., meeting the Name Inversiones La Construcción S.A. TAX ID 94,139,000-5 Type of Entity Open stock corporation registered under the Superintendence of Securities and Insurance (SVS) Address Marchant Pereira 10, Piso 17, Providencia, Santiago Chile Phone (56-2) 24774600 Web Site www.ilcinversiones.cl