Commonwealth of Puerto Rico. Comprehensive Annual Financial Report Year Ended June 30, 2012

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1 Commonwealth of Puerto Rico Comprehensive Annual Financial Report Year Ended June 30, 2012

2 COMPREHENSIVE ANNUAL FINANCIAL REPORT Fiscal Year Ended June 30, 2012 Commonwealth of Puerto Rico Honorable Alejandro García Padilla Governor Prepared by: Puerto Rico Department of the Treasury Melba Acosta Febo, CPA, Esq. Secretary of the Treasury Karolee García Figueroa, CPA, Esq. Under Secretary of the Treasury This document is available on the Puerto Rico Department of the Treasury homepage On the World Wide Web:

3 COMMONWEALTH OF PUERTO RICO TABLE OF CONTENTS Page Part I: Introductory Section (Unaudited) LETTER OF TRANSMITTAL 1 13 PRINCIPAL OFFICIALS 14 ORGANIZATIONAL CHART 15 Part II: Financial Section INDEPENDENT AUDITORS REPORT MANAGEMENT S DISCUSSION AND ANALYSIS (UNAUDITED) BASIC FINANCIAL STATEMENTS: Government-Wide Financial Statements: Statement of Net Assets (Deficit) Statement of Activities Fund Financial Statements: Balance Sheet Governmental Funds Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Assets (Deficit) 40 Statement of Revenues, Expenditures, and Changes in Fund Balances (Deficit) Governmental Funds Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances (Deficit) of Governmental Funds to the Statement of Activities 43 Statement of Revenues and Expenditures Budget and Actual Budget Basis General Fund 44 Statement of Net Assets (Deficit) Proprietary Funds 45 Statement of Revenues, Expenses, and Changes in Fund Net Assets (Deficit) Proprietary Funds 46 Statement of Cash Flows Proprietary Funds 47 48

4 Statement of Fiduciary Net Assets Fiduciary Funds 49 Statement of Changes in Fiduciary Net Assets Pension Trust Funds 50 Combining Statement of Net Assets (Deficit) Major Component Units Combining Statement of Activities Major Component Units 55 Notes to Basic Financial Statements Required Supplementary Information (Unaudited): SCHEDULE OF FUNDING PROGRESS RETIREMENT SYSTEMS 240 SCHEDULE OF FUNDING PROGRESS POSTEMPLOYMENT HEALTHCARE BENEFITS 241 Supplementary Information: Combining and Individual Fund Financial Statements and Schedules: GENERAL FUND: Supplemental Schedule of Expenditures by Agency Budget and Actual Budget Basis NONMAJOR GOVERNMENTAL FUNDS: Combining Balance Sheet Combining Statement of Revenues, Expenditures, and Changes in Fund Balances 251 NONMAJOR PROPRIETARY FUNDS: Combining Statement of Net Assets 253 Combining Statement of Revenues, Expenses, and Changes in Net Assets 254 Combining Statement of Cash Flows 255 FIDUCIARY FUNDS: Combining Statement of Fiduciary Net Assets Pension Trust Funds 257 Combining Statement of Changes in Fiduciary Net Assets Pension Trust Funds 258 Combining Statement of Changes in Assets and Liabilities Agency Funds 259

5 NONMAJOR DISCRETELY PRESENTED COMPONENT UNITS: Combining Statement of Net Assets (Deficit) Combining Statement of Activities 279 Part III: Statistical Section (Unaudited): SCHEDULES OF FINANCIAL TREND INFORMATION: Changes in Net Assets (Deficit) for the Last Ten Fiscal Years Net Assets (Deficit) by Component for the Last Ten Fiscal Years 285 Changes in Fund Balances (Deficit) of Governmental Funds all Governmental Fund Types for the Last Ten Fiscal Years 286 Fund Balances (Deficit) of Governmental Funds for the Last Ten Fiscal Years 287 SCHEDULE OF REVENUE CAPACITY INFORMATION General Fund Net Revenues for the Last Ten Fiscal Years SCHEDULES OF DEBT CAPACITY INFORMATION: Legal Debt Margin Information for the Last Ten Fiscal Years 292 Ratio of Annual Debt Service for General Bonded Debt to Total General Expenditures for the Last Ten Fiscal Years 293 SCHEDULES OF DEMOGRAPHIC AND ECONOMIC INFORMATION: Demographic and Economic Statistics for the Last Ten Fiscal Years 295 Average Employment by Sector for the Last Ten Fiscal Years 296 Tourism Indicators for the Last Ten Fiscal Years 297 SCHEDULE OF OPERATING INFORMATION Operating Indicators by Function for the Last Ten Fiscal Years 299

6 INTRODUCTORY SECTION

7 Commonwealth of Puerto Rico DEPARTMENT OF THE TREASURY San Juan, Puerto Rico Melba I. Acosta Febo, Esq. Secretary of the Treasury September 16, 2013 To the People of the Commonwealth of Puerto Rico, Gov. Alejandro García Padilla and Members of the Legislature: The Comprehensive Annual Financial Report (CAFR) of the Commonwealth of Puerto Rico (the Commonwealth ) for the fiscal year ended June 30, 2012 is submitted herewith in accordance with our responsibilities of reporting the Commonwealth s financial activities. To the best of my knowledge, the information presented provides a reasonable understanding of the state s financial activities. This report reflects my commitment to you, the citizens of the Commonwealth, to our Governor, to our elected officials and to the financial community to maintain and disclose our financial statements in a manner which fully conforms with accounting principles generally accepted in the United States of America (USGAAP) as established by the Governmental Accounting Standards Board (GASB). The report is comprised of three main sections. The Introductory Section includes this letter of transmittal, general information about the Commonwealth, a list of the Commonwealth s principal elected and appointed officials, as well as an organizational chart. The Financial Section consists of the independent auditors report, management s discussion and analysis (MD&A), the audited basic financial statements as listed in the table of contents with the notes thereto and the required supplementary information. The Statistical Section set forth contains selected unaudited financial and demographic information for the Commonwealth on a multiyear basis. PROFILE OF THE COMMONWEALTH As the governmental entity responsible for the preparation of this report, the Puerto Rico Department of the Treasury relies on information provided by the Commonwealth s financial and accounting management, in charge of ensuring that assets are safeguarded and financial transactions are properly recorded and adequately documented. The responsibility for both the accuracy of the presented data and the completeness and fairness of the presentation, including all disclosures, rests with the Commonwealth s management. To the best of our knowledge and belief, the information presented is accurate in all material respects and is presented in conformity with US GAAP. The presentation is designed to set forth the financial position and the results of operations of the governmental activities, the business-type activities, the aggregate discretely presented component units, the major funds, as well as the aggregate remaining funds of the Commonwealth as of June 30, 2012 with the respective changes in financial position and cash flows thereof, where applicable, and the respective budgetary comparison for the General Fund for the year then ended. We have included all the necessary disclosures to enable the reader to gain a thorough understanding of the Commonwealth s activities

8 The financial reporting entity consists of the primary government as defined below, other organizations for which the primary government is financially accountable, and other organizations for which the nature and significance of their relationship with the primary government are such that exclusion would cause the reporting entity s financial statements to be misleading or incomplete. The definition of the reporting entity is based primarily on the notion of financial accountability. A primary government is financially accountable for the organizations that make up its legal entity. It is also financially accountable for legally separate organizations if its officials appoint a voting majority of an organization s governing body and it is able to either impose its will on that organization or if the organization can potentially provide specific financial benefits to or impose specific financial burdens on the primary government. A primary government may also be financially accountable for governmental organizations that are fiscally dependent on it. Certain component units, despite being legally separate from the primary government, are blended with the primary government. Blended component units provide services exclusively to the Commonwealth and, thus, are reported as if they were part of the primary government. The Commonwealth has four blended component units. Discretely presented component units are legally separate from the primary government and are reported as such because the Commonwealth appoints a majority of their governing bodies and either is able to impose its will on them or the existence of a financial benefit/burden situation is verifiable. Both major and non-major discretely presented component units are reported in a separate column in the governmentwide financial statements to emphasize that they are not part of the primary government and to differentiate their financial position and results of operations from those of the primary government. The Commonwealth has 49 discretely presented component units of which six are considered major component units and 43 non-major component units. In addition, the Commonwealth has three (3) fiduciary component units which have been omitted from the government-wide financial statements, as their resources are not available to fund the operations of the Commonwealth. Generally, each component unit issues audited financial statements, which can be obtained from the component unit s administrative offices. The basic financial statements included in the financial section of this CAFR provide descriptions of the operations of each of the following component units of the Commonwealth: BLENDED COMPONENT UNITS: 1. Public Buildings Authority 2. Puerto Rico Maritime Shipping Authority 3. Puerto Rico Sales Tax Financing Corporation 4. The Children s Trust DISCRETELY PRESENTED COMPONENT UNITS: Major Component Units: 1. Government Development Bank for Puerto Rico 2. Puerto Rico Highways and Transportation Authority 3. Puerto Rico Electric Power Authority - 2 -

9 4. Puerto Rico Aqueduct and Sewer Authority 5. University of Puerto Rico 6. Puerto Rico Health Insurance Administration Non-major Component Units: 1. Agricultural Enterprises Development Administration 2. Automobile Accidents Compensations Administration 3. Cardiovascular Center Corporation of Puerto Rico and the Caribbean 4. Company for the Integral Development of the Península de Cantera 5. Corporation for the Caño Martín Peña ENLACE Project 6. Corporation for the Development of the Art, Science and Film Industry of Puerto Rico 7. Culebra Conservation and Development Authority 8. Economic Development Bank for Puerto Rico 9. Employment and Training Enterprises Corporation 10. Farm Insurance Corporation of Puerto Rico 11. Fine Arts Center Corporation 12. Governing Board of the Service 13. Institute of Puerto Rican Culture 14. Institutional Trust of the National Guard of Puerto Rico 15. Land Authority of Puerto Rico 16. Local Redevelopment Authority Roosevelt Roads Puerto Rico 17. Musical Arts Corporation 18. National Parks Company of Puerto Rico 19. Port of the Americas Authority 20. Public Corporation for the Supervision and Deposit Insurance of Puerto Rico Cooperatives 21. Puerto Rico Conservatory of Music Corporation 22. Puerto Rico Convention Center District Authority - 3 -

10 23. Puerto Rico Council on Education 24. Puerto Rico Government Investment Trust Fund 25. Puerto Rico Industrial Development Company 26. Puerto Rico Industrial, Tourist, Educational, Medical, and Environmental Control Facilities Financing Authority 27. Puerto Rico Infrastructure Financing Authority 28. Puerto Rico Land Administration 29. Puerto Rico and Municipal Islands Maritime Transport Authority 30. Puerto Rico Medical Services Administration 31. Puerto Rico Metropolitan Bus Authority 32. Puerto Rico Municipal Finance Agency 33. Puerto Rico Ports Authority 34. Puerto Rico Public Broadcasting Corporation 35. Puerto Rico Public Private Partnerships Authority 36. Puerto Rico School of Plastic Arts 37. Puerto Rico Telephone Authority 38. Puerto Rico Tourism Company 39. Puerto Rico Trade and Export Company 40. Special Communities Perpetual Trust 41. Solid Waste Authority 42. State Insurance Fund Corporation 43. University of Puerto Rico Comprehensive Cancer Center FIDUCIARY COMPONENT UNITS: 1. Employees Retirement System of the Government of the Commonwealth of Puerto Rico 2. Puerto Rico Judiciary Retirement System 3. Puerto Rico System of Annuities and Pensions for Teachers - 4 -

11 INDEPENDENT AUDITORS Commonwealth statutes require an annual audit by independent certified public accountants. The firm of Deloitte & Touche LLP was selected by the Commonwealth to perform the audit of the basic financial statements in accordance with auditing standards generally accepted in the United States of America for the fiscal year The goal of an independent audit is to provide reasonable assurance that the financial statements of the Commonwealth for the fiscal year ended June 30, 2012 are fairly stated in all material respects in accordance with U.S. generally accepted accounting principles. The independent auditors report on the basic financial statements is included in the financial section of this report. INTERNAL CONTROLS The management of the Commonwealth is responsible for the establishment and maintenance of internal controls that ensure that assets of the Commonwealth are protected from loss, theft, or misuse, and that adequate accounting data is compiled for the preparation of financial statements in conformity with U.S. generally accepted accounting principles. The internal controls are designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that: (i) the cost of a control should not exceed the benefits likely to be derived; and (ii) the valuation of costs and benefits requires estimates and judgments by management. As a recipient of federal assistance, the Commonwealth is also responsible for ensuring that internal controls are in place to ensure that documents and processes are in compliance with applicable laws and regulations related to such federal financial assistance programs. Certain departments, agencies and political subdivisions are subject to the requirements of the U.S. Office of Management and Budget Circular A-133. As a result, these entities are audited for compliance with the requirements of the federal financial assistance programs. These audits are performed at the department or agency level. The Commonwealth has provided for the possible cost disallowance that may arise from these audits, as well as from other audits that may be performed by federal grantors. BUDGET AND FISCAL POLICY The fiscal year is the accounting period for the Commonwealth which begins on July 1 and ends in June 30. In each regular legislative session the Governor is constitutionally required to submit to the Legislature the proposed expenditures for the ensuing fiscal year with the information necessary for the formulation of a program of legislation. It is specifically established in Section 7 of Article VI of the Constitution that [t]he appropriations made for any fiscal year shall not exceed the total revenue, including available surplus, estimated for the said fiscal year unless the imposition of taxes sufficient to cover the said appropriations is provided by law. The primary responsibility for the formulation of the budget rests in the Puerto Rico Office of Management and Budget (OMB), in collaboration with the Puerto Rico Planning Board, the Puerto Rico Department of the Treasury and other government offices and agencies. In addition to the internal controls previously discussed, the Commonwealth maintains extensive budgetary controls. These controls are meant to ensure compliance with legal provisions embodied in the annual appropriated budget approved by the Legislature. While the expenses of the General Fund are specified in the approved budget, budgetary control resides at the department level. The Commonwealth also maintains an encumbrance accounting system as one method of maintaining budgetary control. The annual budget is developed using elements of program budgeting, with the detailed costs of every activity or program that is to be carried out in the following fiscal year in view of the Governor s recommendations as to appropriations that in his judgment are necessary, convenient and in conformity with the four-year investment plan prepared by the Puerto Rico Planning Board. It also includes an - 5 -

12 estimate of revenue and other resources for the ensuing fiscal year under laws existing at the time the budget is submitted and considering legislative measures proposed by the Governor and submitted with the future budget. In accordance with constitutional provisions, the Legislature may amend the budget submitted by the Governor, but may not increase items that would cause a deficit without imposing additional taxes. Once approved by the Legislature, the budget is referred to the Governor, who may decrease or eliminate any item, but may not increase or insert new items in the budget. The Governor may also veto the budget in its entirety and send it back to the Legislature with his objections. The Legislature, by a two-thirds majority in each chamber, may override the Governor s veto. According to Section 6 of Article VI: [i]f at the end of any fiscal year the appropriations necessary for the ordinary operating expenses of the Government and for the payment of interest on and amortization of the public debt for the ensuing fiscal year shall not have been made, the several sums appropriated in the last appropriation acts for the objects and purposes therein specified, so far as the same may be applicable, shall continue in effect item by item, and the Governor shall authorize the payments necessary for such purposes until corresponding appropriations are made. As a result, the Commonwealth can continue to pay operating and other expenses until a new budget is approved. GOVERNMENTAL ACTIVITIES General governmental activities of the Commonwealth are accounted for in five major governmental funds. These funds are: general, pledged sales and use tax, debt service, COFINA special revenue, and COFINA debt service. Non-major governmental funds are combined in a single column in the governmental fund financial statements, and individually identified in the supplementary combining nonmajor governmental funds financial statements of this report. BUSINESS-TYPE ACTIVITIES Proprietary funds are used to account for operations that are financed and operated in a manner similar to private business enterprises, where the intent of the government is that the costs of providing goods or services to the general public on a continuing basis be financed or recovered primarily through user charges or where the government has decided that periodic determination of net income is appropriate for accountability purposes. The Commonwealth s major proprietary operations comprise both the Unemployment Insurance Fund and the Lotteries Fund (which includes the Lottery of Puerto Rico and the Additional Lottery System). The Disability Insurance Fund, the Drivers Insurance Fund, the Puerto Rico Water Pollution Control Revolving Fund and the Puerto Rico Safe Drinking Water Treatment Revolving Loan Fund are all nonmajor proprietary funds combined in a single column in the proprietary fund financial statements, and individually identified in the supplementary combining non-major proprietary funds financial statements of this report. FIDUCIARY OPERATIONS Fiduciary funds are used to account for assets held by the Commonwealth in a trustee capacity or as an agent for individuals, private organizations, and other governmental units. These include the pension and agency funds. Pension trust funds are established through trust agreements specifying how the fund will operate. Agency funds are custodial in nature and do not report fund balances. The pension funds include the Employees Retirement System of the Government of the Commonwealth of Puerto Rico and its Instrumentalities, the Puerto Rico Judiciary Retirement System, and the Puerto Rico System of Annuities and Pensions for Teachers

13 Agency funds consist of the Special Deposits Fund. This agency fund includes deposits under the custody of the Courts of Justice, Minors Support Administration for child support payments, deposits under the custody of the Commissioner of Insurance of the Commonwealth for escheated property, for insurance companies under liquidation and an allocated share of the sales and use tax corresponding to the municipalities. CASH MANAGEMENT POLICIES AND PRACTICES The Commonwealth maintains a cash pool for its cash and cash equivalents. The balance in the pooled cash accounts is available to meet current operating requirements and any excess is invested in various interest-bearing accounts in the Government Development Bank for Puerto Rico, a discretely presented component unit. In addition, the Puerto Rico Government Investment Trust Fund (PRGITF) was created by the Commonwealth pursuant to Act No. 176 of August 11, 1995, as a no-load diversified collective investment trust for the purpose of providing eligible governmental investors of Puerto Rico with a convenient and economical way to invest in a professionally managed money market portfolio. The deposits on hand and the investments purchased are not collateralized, secured, or guaranteed by the Commonwealth or any of its agencies, instrumentalities, or political subdivisions. The Commonwealth s investment policy is to minimize credit and market risk while maintaining a competitive yield on its portfolio. The cash temporarily idle during this year was invested mainly in U.S. government securities, stocks, corporate bonds, repurchase agreements, Commonwealth securities, other trading securities and short-term investments. These are primary government investments that are restricted and unrestricted. CAPITAL ASSETS These basic financial statements include the capital assets of the Commonwealth. A discussion of capital assets accounting is included in the MD&A as part of the basic financial statements. More detailed information about capital assets can be found in the notes to the basic financial statements. DEBT ADMINISTRATION The Commonwealth s general obligation and appropriation debt is currently rated Baa3 with a negative outlook by Moody s, BBB- with a negative outlook by Fitch, and BBB- with a negative outlook by S&P. Section 2 of Article VI of the Constitution of the Commonwealth provides that direct obligations of the Commonwealth evidenced by bonds or notes which are backed by the full faith, credit and taxing power of the Commonwealth shall not be issued if the amount of the principal and interest on such bonds and notes and on all such bonds and notes issued thereafter, which are payable in any fiscal year, together with any amount paid by the Commonwealth in the preceding fiscal year of such proposed issuance on account of bonds or notes guaranteed by the Commonwealth, exceed 15% of the average annual revenues raised under the provisions of the Commonwealth Legislation and deposited into the Treasury of Puerto Rico in the two fiscal years preceding the fiscal year of such proposed issuance. Section 2 of Article VI of the Constitution does not limit the amount of debt that the Commonwealth may guarantee so long as the 15% limitation is not exceeded through payments by the Commonwealth on such guaranteed debt. As of June 30, 2012, the Commonwealth is in compliance with the debt limitation requirement. Please refer to the computation of the legal debt margin in the statistical section of this report. More detailed information about the long-term debt can be found in the notes to the basic financial statements

14 RISK FINANCING The Commonwealth purchases commercial insurance to cover casualty, theft, tort claims, and other losses. The current insurance policies have not been canceled or terminated. As it relates to workers compensation, the Commonwealth s discretely presented component unit, the State Insurance Fund Corporation, provides workers compensation to both public and private employees. FINANCIAL ADVISOR AND FISCAL AGENT The principal functions of the Government Development Bank for Puerto Rico are to act as financial advisor to and fiscal agent for the Commonwealth, its municipalities and public corporations, in connection with the issuance of bonds and notes, and to make loans to private enterprises to aid the economic development of Puerto Rico ELECTIONS As a result of the November 2012 Puerto Rico general elections, Alejandro J. García Padilla, a member of the Popular Democratic Party, was sworn in as Governor in January of The Popular Democratic Party also won a majority of seats in both the Senate and the House of Representatives. ECONOMIC CONDITIONS AND OUTLOOK The economy of Puerto Rico is closely linked to the United States economy, as most of the external factors that affect the local economy are determined by the policies and performance of the mainland economy. These external factors include exports, direct investment, the amount of federal transfer payments, the level of interest rates, the rate of inflation, and tourist expenditures. From fiscal year 2008 to fiscal year 2012, the manufacturing and service sectors generated the largest portion of gross domestic product. Manufacturing is the largest sector of the Puerto Rico economy in terms of gross domestic product. In the last three decades, industrial development in Puerto Rico has been relatively capital intensive and dependent on skilled labor. Puerto Rico has experienced mixed results in the service sector, which includes wholesale and retail trade, utilities, transportation and warehousing, information, finance and insurance, real estate and rental, and certain services such as professional, scientific, technical, management, administrative, support, educational, health care, social, recreational, accommodation, food and other services. This sector has expanded in terms of income over the past decade, following the general trend of other industrialized economies, but with differences on the magnitudes of those changes. The development of the service sector has been positively affected by demand generated by other sectors of the economy, such as manufacturing and construction. Tourism makes a significant contribution to economic activity. An estimated $3.2 billion were spent by visitors in Puerto Rico during fiscal year San Juan is the largest homeport for cruise ships in the Caribbean and one of the largest homeports for cruise ships in the world. During the fiscal year 2012, the number of persons registered in tourist hotels increased 9.4% compared with fiscal year The Puerto Rico Planning Board s preliminary reports on the performance of the Puerto Rico economy for fiscal year 2012 indicate that real gross national product increased 0.1% over fiscal year Nominal gross national product was $69.5 billion in fiscal year 2012, compared to $65.6 billion in fiscal year Aggregate personal income increased from $61.6 billion in fiscal year 2011 to $62.3 billion in fiscal year 2012, and personal income per capita increased from $16,611 in fiscal year 2011 to $16,934 in fiscal year

15 According to the Household Survey, the number of persons employed in Puerto Rico during fiscal year 2012 averaged 1,035,465, a decrease of 1.1% compared to the previous fiscal year; and the unemployment rate averaged 15.2%. MAJOR INITIATIVES Comprehensive Reform of Employees Retirement System On April 4, 2013, the Governor signed into law Act 3 of 2013 (Act 3), which adopted a comprehensive reform of the Employees Retirement System of the Commonwealth of Puerto Rico (ERS), the largest of the three Commonwealth retirement systems that are funded primarily with budget appropriations from the Commonwealth s General Fund. The other two systems are the Puerto Rico System of Annuities and Pensions for Teachers (the Teachers Retirement System ) and the Commonwealth Judiciary Retirement System (the Judiciary Retirement System ). The ERS situation was approached through Act 3, which became effective on July 1, 2013 ( Effective Date ). The Act establishes the following: (i) it freezes and grandfathers the benefits that have accrued through June 30, 2013 of those participants who are covered by the ERS s defined benefit formula (those who joined the ERS prior to January 1, 2000 whose retirement benefits accrued at a rate of 1.5% or 2% per year of creditable service) (the Defined Benefit Employees ); (ii) it provides that, beginning on July 1, 2013, the retirement benefits accruing on and after the Effective Date for Defined Benefit Employees will be based on a defined contribution plan and will be paid out in the form of a lifetime annuity (upon retirement, the employee will receive the benefits accrued through June 30, 2013 based on the defined benefit formula plus the contributions made by the employee after June 30, 2013 in the form of a lifetime annuity); (iii) it provides that defined contribution benefits accrued pursuant to System 2000 will also be paid in the form of a lifetime annuity rather than a lump sum payment; (iv) it eliminates the so called merit pension that provided to participants who joined the Employees Retirement System prior to April 1, 1990, after attaining 30 years of service, a retirement benefit of 65% (if less than 55 years of age) or 75% (if age 55 or greater) of the average salary earned during the highest 36 months of employment; (v) it increases the retirement age for various groups of participants; (vi) it increases the employee contribution to the ERS from 8.275% to a minimum of 10%; (vii) it eliminates or reduces various retirement benefits previously granted by special laws and the System will benefit from the savings generated; (viii) it increases the minimum pension from $400 to $500 per month for current retirees; and (ix) it eliminates or modifies other benefits, such as disability and survivor benefits. Absent the enactment of Act 3, it was anticipated that the assets of the ERS would be depleted by fiscal year 2019 and that the cash funding shortfall during the period between fiscal year 2019 and fiscal year 2043 would be, on average, $905 million per year, which the Commonwealth and the other employers would have been required to contribute. With the enactment of Act 3, and considering an additional annual contribution of $140 million for the next 20 years, (an appropriation which has been included in the proposed budget for fiscal year 2014 and signed into law by Act 32 of 2013), it is projected that the cash funding shortfall of the ERS will be eliminated. The adoption of Act 3 was a critical step in addressing the financial condition of the ERS. Based on current census data, expectation of market conditions and other actuarial assumptions, the ERS s actuaries expect that the changes to the System instituted by Act 3, when taken together with an additional annual contribution of $140 million for the next 20 years, will be sufficient to cover the System s obligations now and in the long-term. Act 3 does not address the underfunding condition of the Teachers Retirement System or the Judiciary Retirement System, nor does it eliminate the need for the Commonwealth to make additional contributions to the ERS, as discussed above. The Commonwealth is evaluating alternatives for addressing the funding shortfall of the Teachers Retirement System

16 Fiscal Stabilization The current administration has sponsored various initiatives to seek fiscal balance, stimulate economic growth, and safeguard and strengthen the Commonwealth s investment grade credit rating. These include: 1) an initiative which resulted in $280 million in advance payments of non-resident withholding tax related to manufacturing patents, and 2) the transfer of $240 million in excess funds in the Redemption Fund to the General Fund. These and other measures have reduced the projected deficit for fiscal year In addition, the Government implemented a tax amnesty program, designed to increase revenues by encouraging taxpayers with older tax liabilities to pay them, and is considering additional measures such as the sale of tax accounts receivable to further reduce the deficit for the current fiscal year. Comprehensive Tax Reform Puerto Rico faces a fiscal crisis which requires an effective and thorough plan. The current situation shows a weak economic outlook, which is a reflection of a worldwide recession. At the same time, there is a progressive deterioration of fiscal matters of the Government. This deterioration affects the capacity of the General Fund to generate sufficient funds to comply with its obligations with the government retirees and the reduction of government expenditures, among others. It also affects the capacity of the Government of Puerto Rico to access the financial markets because of the high interest rates that the Government must pay based on its actual reality. This reality inhibits the Government s capacity to make public improvements, which constitutes a fundamental piece of the economic and social development of Puerto Rico. Therefore, there is a need to establish a structure that allows the addition of new revenues to the General Fund without overburdening the working class of the Commonwealth. The solutions that have been identified and the manner in which they will be applied will reflect the transparency with which this Administration will work from now on, in contrast with prior administrations. The plan which is detailed in Act No. 40 of June 30, 2013 includes the following amendments to several laws, regulations and Codes: 1) the Puerto Rico Insurance Code; 2) the Property Tax Law; 3) the Savings and Loans Cooperatives Law; 4) the Sales and Use Tax Financing Corporation (COFINA) Law, and 5) Several articles of the Internal Revenue Code of These amendments will be applied in a proportional, fair, integrated and responsible manner, to address: 1) the fiscal crisis of the Government of Puerto Rico; 2) the protection of the credit rating of the Government of Puerto Rico; 3) the constitutional responsibility of addressing the structural deficit of the Government of Puerto Rico, and 4) the addition of new revenues to the General Fund in order to serve as a catalyst for the economic growth. Additional actions were decisively taken. Act No. 41 and the other Acts detailed below were approved on the same date. Act No. 41 establishes an increase to the cigarettes and other tobacco derivatives tax. This Act will impose an additional tax of eleven dollars and fifteen cents ($11.15) for every 100 cigarettes. Starting on July 1, 2013, the total tax will be sixteen dollars and fifteen cents ($16.15) for every 100 cigarettes. Starting on July 1, 2015 it will be seventeen dollars ($17.00). On the other hand, Act No. 31, signed and approved on June 26, 2013, designates $20 million from the cigarettes and other tobacco derivatives tax to alleviate the deficit of the Puerto Rico Highways and Transportation Authority (Highways Authority) and $10 million to the Puerto Rico Metropolitan Bus Authority (Bus Authority). During the fiscal year which ended on June 30, 2012, the revenues related to such tax were $172 million in the General Fund. The estimated revenues related to the new tax should provide the General Fund $17 million of additional revenues when compared to fiscal year 2012, net of the $30 million transferred to the Highways Authority and the Bus Authority. In addition, and also to alleviate the deficit of the Highways Authority, pursuant to Act No. 30, approximately $62 million of vehicle license fees were transferred from the General Fund to the Highways Authority. Act No. 31 also raised the tax on crude oil derivatives and partially elaborated oil products or refined oil derivatives products on $9.25 for each crude oil barrel. The tax was previously based on a price index

17 scale. Additionally, this Act eliminates the ceiling of $120 million for this tax. The revenues obtained from this tax will be used to further alleviate the cash flow deficit of the Highways Authority, which as of June 30, 2012 was approximately $355 million. By approving this Act the new government does not have to impose an additional burden on the working class by imposing new taxes at the gas pump or vehicle licenses, and will also support the Highways Authority in repaying its debt with GDB, which represents roughly 24% of GDB s loans portfolio. Furthermore, Act No. 48 increases the share of slot machines in casinos and restructures the manner in which its gains are distributed. It establishes as well a special tax of 1.5% for professional and consulting services rendered to a governmental entity, among others. The rest of the Acts approved likewise address the fiscal crisis of the Commonwealth of Puerto Rico and include, among others, the creation of a budgetary support fund that will serve the needs of various agencies and will help pay legal claims and make public improvements and the creation of a fiscal reconstruction fund that will provide $245 million to help alleviate the current deficit. The current Administration has come up against a reality of an unsuspected magnitude which has exposed a structural deficit of approximately $2,212 million composed of a financing deficit through COFINA of $332 million, the refinancing of debt of $775 million, actual expenditures over budget in several agencies amounting to $140 million and an insufficiency of net revenues of the General Fund of approximately $965 million as of January 31, Economic Growth In recent years, the Commonwealth has emphasized the following initiatives to enhance Puerto Rico s competitive position: (i) a program designed to stimulate the creation of jobs; (ii) overhauling the permitting process; (iii) reducing energy costs; (iv) reforming the tax system; (v) promoting the development of various projects through public-private partnerships; (vi) implementing strategic initiatives targeted at specific economic sectors, and (vii) promoting the development of certain strategic/regional projects. Jobs Act The Jobs Now Act was signed into law on February 10, It purports to create approximately 50,000 jobs within 18 months by eliminating certain hurdles that delay or impede the process of establishing or expanding businesses in Puerto Rico. It seeks to allow better access to capital, and also provides incentives under agreements between certain eligible businesses and the Government of Puerto Rico by means of the Puerto Rico Commerce and Exports Company. The benefits provided under the Act include, among others, partial reimbursement of salaries paid to certain persons previously unemployed, nominal rents on buildings owned by PRIDCO, two year property tax exemption for previously vacant buildings, preferential income tax rate for the first two years of operations, full municipal license tax and personal property tax exemption for first the two years of operation and extended carryover period for net operating losses incurred during the first two years of operations, as well as an energy credit per incremental job to be used against the electricity bill. The Act also provides for an expedited permitting process for establishing eligible businesses and orders the Economic Development Bank to both give priority to loan applications submitted by eligible businesses and to create programs to guarantee private financing to such eligible entities. Energy Policy In July of 2010, the Commonwealth enacted legislation focused on reducing Puerto Rico s dependence on fossil fuels, particularly oil, through the promotion of diverse renewable-energy technologies. This legislation seeks to lower energy costs, reduce energy-price volatility, and establish environmentally

18 sustainable energy production through a reduction in ecologically harmful emissions. It creates a Renewable Portfolio Standard, recognizing many sources of renewable energy that utilize various technologies, and setting a hard target of 12% renewable energy production by 2015 and 15% by 2020, and a requirement for retail energy providers to establish a plan to reach 20% renewable energy production by The legislation additionally provides incentives for the construction and use of renewable energy sources, and creates a Green Energy Fund through which the Commonwealth will co-invest $290 million in renewable energy projects over the next ten years. These initiatives are expected to address energy prices in Puerto Rico and provide a means for attracting investment in the energy sector. Public-Private Partnerships The current Administration believes that public private partnerships ( PPPs ), if well implemented, can represent an important tool for economic development provided that they always meet certain criteria to further the public interest in each project undertaken in this manner. PPPs are long-term contracts between government and non-governmental entities (such as private companies, credit unions, and municipal corporations) to develop, operate, manage or maximize infrastructure projects and/or government services. PPP contracts are centered on the concept of risk transfer, where the nongovernmental partner takes on certain responsibilities and risks related to the development and/or operation of the project in exchange for certain benefits. PPPs can play an important role in restoring investment in infrastructure, improving the quality and the efficiency of important public services and bringing about economic growth. In the same manner, PPPs provide the opportunity for the government to lower project development costs, accelerate project development, reduce financial risk, create additional revenue sources, establish service quality metrics, re-direct government resources to focus on the implementation of public policy, improve the quality of infrastructure facilities and of services, as well as create jobs and attract new investment. Puerto Rico has opportunities for the establishment of PPPs in the areas of toll roads, public transit, airports and maritime ports, public schools, water provision, correctional facilities, and energy generation, among others. In that sense, Act No. 29 of 2009, through the Public-Private Partnerships Authority ( PPP Authority ) it created, can represent an important vehicle to attain the aforementioned objectives. In the past few years, a limited number of projects were undertaken, which we briefly describe hereunder. In an effort to modernize public school facilities throughout the island and to trigger improved academic performance, the PPP Authority launched a program in a selected number of public schools throughout Puerto Rico. The program was expected to impact nearly 50,000 students, 2,000 teachers and various communities and create 14,000 jobs throughout Puerto Rico. The Government funded this project with the proceeds of Qualified School Construction Bonds (QSCB) issued by the Public Buildings Authority in the aggregate principal amount of $756 million. The PPP strategy was also applied to address certain challenges faced by the Puerto Rico Ports Authority. On August 8, 2011, the PPP Authority and the Puerto Rico Ports Authority ( Ports Authority ) received statements of qualifications from twelve (12) world-class consortia in response to the Request for Qualifications (RFQ) to grant a concession for financing, operation, maintenance and improvement of the Luis Muñoz Marín International Airport ( Airport ), the busiest airport in the Caribbean. The primary objectives of the PPP Authority and the Ports Authority were: (i) maximizing the upfront value for the Airport; (ii) improving the Airport s safety standards, service levels and quality; (iii) maintaining and improving the quality of service to travelers as well as achieving a higher level of customer satisfaction, and (iv) creating a world-class gateway to Puerto Rico while increasing the Island s profile as a destination in the Caribbean, in order to positively impact the development of the tourism industry and overall economic prospects in Puerto Rico. On July 17, 2012 the PPP Authority and the Ports Authority selected Aerostar Airport Holdings, LLC, a partnership formed by between Grupo Aeropuertuario de Sureste S.A.B. de C.V. ( ASUR ) and Highstar Capital IV, as the winning proponent based on an

19 upfront payment of $615 million. On July 24, 2012, the parties executed the lease agreement for the Airport and, on February 27, 2013, the parties successfully completed the financial closing. As a result of this transaction, on February 27, 2013, the Ports Authority received a lump-sum payment of $615 million and will receive an estimated $552 million in revenue sharing over the life of the lease. It is estimated that Aerostar will invest $1.4 billion in the Airport during the life of the lease, including a commitment to invest approximately $267 million in immediate improvements and comply with world-class operating standards. The PPP Authority is currently evaluating projects for the development and construction of new infrastructure facilities. These projects include a rail transportation system from Caguas to San Juan and the extension of the PR-22 Highway from Hatillo to Aguadilla, among others. FINANCIAL CONDITION The MD&A, which can be found immediately following the independent auditors report, provides an overview of the financial activities addressing both governmental and business type activities reported in the government wide financial statements. In addition, the MD&A focuses on the Commonwealth s major funds. Component units and fiduciary activities are excluded from the MD&A. OTHER INFORMATION Acknowledgements The preparation of this report required the collective efforts, cooperation and support of numerous accounting and finance officials throughout the Commonwealth. Their dedicated efforts are sincerely appreciated. The report could not have been accomplished without the professionalism and dedication of Jayson O. Padilla Morales, as well as the rest of the personnel of the Central Government Accounting Area, and Jorge Clivillés and Denisse Rodríguez from GDB, among other officials. This report reflects their collective efforts and is issued in compliance with the highest standards of financial accountability. Respectfully submitted, Melba Acosta Febo, CPA, Esq. Secretary of the Treasury

20 COMMONWEALTH OF PUERTO RICO PRINCIPAL OFFICIALS Alejandro García Padilla Governor Members of the Cabinet Ingrid M. Vila Biaggi Chief of Staff David E. Bernier Rivera Secretary of State Rafael Román Meléndez Secretary of Education Myrna Comas Pagán Secretary of Agriculture Idalia Colón Rondón Secretary of Family Affairs Nery E. Adames Soto Secretary of Consumer Affairs Luis Sánchez Betances Secretary of Justice Vance Thomas Rider Secretary of Labor and Human Resources Miguel Torres Díaz Secretary of Transportation and Public Works Rubén Ríos Pagán Secretary of Housing Ramón E. Orta Rodríguez Secretary of Sports and Recreation Melba I. Acosta Febo Secretary of the Treasury Ana C. Rius Armendariz Acting Secretary of Health Alberto Bacó Bagué Secretary of Economic Development and Commerce Carmen R. Guerrero Pérez Secretary of Natural and Environmental Resources José R. Negrón Fernández Secretary of Corrections and Rehabilitation LEGISLATIVES OFFICERS Eduardo Bhatia Gautier President, Senate Jaime Perelló Borrás Speaker, House of Representatives FISCAL OFFICERS Carlos Rivas Quiñones Director, Office of Management and Budget José Pagán Beauchamp Acting President, Government Development Bank for Puerto Rico

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