2 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) Web Site
3 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, 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, On June 19, 2012, ILC registered its stock in the Superintendence of Securities and Insurance (SVS).
4 LETTER FROM THE CHAIRMAN 4 OWNERSHIP STRUCTURE 8 BOARD OF DIRECTORS AND MANAGEMENT 10 BUSINESS PROFILE 12 HISTORICAL BACKGROUND 18 SOCIAL RESPONSABILITY 20 MANAGEMENT RESULTS
5 2 3 SUBSIDIARIES 26 RETIREMENT & INSURANCE SECTOR 27 PRIVATE HEALTHCARE SECTOR 41 OTHER SECTORS 49 CORPORATE AFFAIRS 54 Inversiones La Construcción S.A. FINANCIAL STATEMENTS (*) 72 SUBSCRIPTION OF THE ANNUAL REPORT 177 (*) This Annual Report is a free traslation of the original text.
6 LETTER FROM THE CHAIRMAN
7 4 5 DEAR SHAREHOLDERS, It is with great pleasure that I share with you the company s business results and accomplishments for the year For over 30 years, the Chilean Construction Chamber has developed a successful business, centering most of its activity in ILC. During 2012, we witnessed a transcendental event: the initial public offering of ILC in the stock market for a total of US $468 million, incorporating over 4,000 shareholders and becoming the largest initial public offering in Chile s history to date. This operation fulfilled a significant institutional objective: increase operational and financial standards within ILC, driving the company to increase regulations and better practices according to those required by the domestic capital market, and having taken place under the Rule 144A, allowed a widespread diffusion of the offer to international markets, consequently incorporating a large percentage of foreign shareholders. stemming from the performance of the company s operative firms, such as AFP Habitat, the insurance company Vida Cámara, Red Salud, and Isapre Consalud. This result is greater than the one reported on 2011 and can be explained by the favorable economic climate experienced in Chile, which can be observed in higher employment rates, an increase in employment formalization, and higher salaries. These events impact our business directly, increasing revenue. Additionally, our priority to constantly control costs within all our subsidiaries has led to growing profits year after year. With respect to our operating firms, our company maintains control of AFP Habitat with a 67.5% ownership. Since its incorporation, AFP Habitat has been placed as one of the leading AFPs in the Chilean market, being the AFP with the second highest market participation of account holders and assets unded management. Inversiones La Construcción S.A. Within the scope of financial management, in 2012 the company reached net income of $83,031 million, I would like to highlight the recent allocation of bids for new account holders in the Peruvian pension system to
8 AFP Habitat, which implies a potential of 700,000 new account holders within a two year period, this result is a milestone of cread significance and marks the beginning of the international expansion of our business. AFP Habitat received an award for one of the most important private and public initiatives in Chile, which was granted by a prominent local newspaper. This award was defined within the context of the reduction of fees from a 1.36% to 1.27%, which was applied to all contributing members of AFP Habitat as of June of During 2012, this company reached a net income of $74,576 million. Regarding Isapre Consalud, towards the end of 2012 a law was presented to Congress which proposes the creation of a mandatory and uniform Guaranteed Health Plan for all those insured by the Health Insurance provider. This project will probably be debated in 2013, but we fully trust that the flexibility of Consalud and its almost thirty years of experience in the sector will permit the company as it has until now to successfully face the changes and challenges that imposes the regulation. Isapre Consalud attained a net profit of $10,310 million in the year 2012, due to the increase in revenue as well as systematic monitoring of costs. The increase in revenue is primarily due to the addition of new contributing members as well as an increase in the taxable wage base which allowed greater monthly contributions. Red Salud, the entity that groups our healthcare institutions, stands out due to its significant growth in operations and improvements in infrastructure, which held the spotlight in the inauguration of the Clínica Bicentenario in Furthermore, it has progressed in terms of transparency and regulation by registering in the Registry of the Superintendence of Securities and Insurance that culminated with the successful issuance of bonds in the local market on January of In 2012 we observed a growth in infrastructure, reflected in; the expansion of Clínica Tabancura, a project that will incorporate more than 80 new beds in a building contiguous to the existing hospital; in the inauguration of the emergency unit of Clínica Avansalud; the full use of 228 beds built in Clínica Bicentenario, and in the recurring investment in our regional hospital Network. Red Salud companies reported a net profit of $2,625 million, greater than what was reported in 2011, yet still being affected by the launch of Clínica Bicentenario. In the life insurance sector, the insurance company Vida Cámara successfully participated in the bidding of disability and survivors insurance (SIS) for the periods and In the recent bid of the
9 SIS, the company was not assigned any fractions, only obtaining income from this concept until June of Observing the opportunities in the insurance market, in January of 2012, Vida Cámara began to offers complementary health and life insurance, generating sustained growth evidenced by more than 185,000 new beneficiaries during Our Desarrollos Educacionales company, offers higher education services through its network of private schools Pumahue and Manquecura, and since March 2011, to its first-subsidize private school, Nahuelcura. With regards to quality of education, we are proud that our initiative 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. As I have mentioned in this letter, the year 2012 has been a period of great economic activity, marked by historic results and significant transformations which we are sure will have a positive impact in the future, and I cannot sufficiently highlight the crucial commitment and tasks accomplished by our Board of Directors, those of our subsidiaries, and the more than 10,500 collaborators that contribute on a daily basis to the growth of the Company. I must reiterate alongside the Board of Directors, our profound gratitude for the support and trust you have granted in our administration. 6 7 Inversiones La Construcción S.A. 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
10 OWNERSHIP STRUCTURE
11 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. 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. 8 9 Inversiones La Construcción S.A. 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, % Banco de Chile por cuenta de terceros no residentes 97,004, % IM Trust S.A. Corredores de Bolsa 96,489, % Banco Itaú por Cuenta de Inversionistas 76,645,030-K 2.57% Celfin Capital S.A. Corredores de Bolsa 84,177, % Larrain Vial S.A. Corredora de Bolsa 80,537, % Banchile Corredores de Bolsa S.A. 96,571, % Moneda S.A. AFI para Pionero Fondo de Inversión 96,684, % BCI Corredores de Bolsa S.A. 96,519, % Consorcio Corredores de Bolsa S.A. 96,772, % Others 7.85% TOTAL %
12 BOARD OF DIRECTORS AND MANAGEMENT BOARD OF DIRECTORS 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 PAULO BEZANILLA SAAVEDRA RUT: 7,060,451-5 Civil Engineer Pontificia Universidad Católica de Chile 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
13 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 2013, an independent Board member will be included maintaining nine members in the Board of Directors. 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. CONTROLLER CRISTÓBAL CRUZ BARROS (*) RUT: 6,866,245-1 Commercial Engineer Universidad Adolfo Ibañez (*) To be incorporated in January of 2013 CHIEF ACCOUNTING OFFICER ROBINSON PEÑA GAETE RUT: 9,184,681-0 Accountant Universidad Católica del Norte Inversiones La Construcción S.A. 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 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 GENERAL ACCOUNTANT JUAN OLGUÍN TENORIO RUT: 7,493,677-6 Account Auditor Universidad de Chile BOARD ADVISOR LUÍS LARRAÍN ARROYO LEGAL ADVISORS PRIETO Y CÍA. ABOGADOS EXTERNAL AUDITORS KPMG AUDITORES CONSULTORES LTDA. COMPANY STAFF Officers 3 Professionals and Technicians 5 Administrative 4
14 BUSINESS PROFILE
15 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. 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 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 Inversiones La Construcción S.A. RETIREMENT & INSURANCE SECTOR 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. 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. OTHER SECTORS Among the other sectors both the education and information technology sectors are strongly represented through the participation in Desarrollos Educacionales and iconstruye, respectively. 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.
16 CORPORATE STRUCTURE
17 14 15 Inversiones La Construcción S.A.
18 Consolidated Operating Revenue 2012 Dividends Received % 40.6% 14.5% 24.2% 2.8% AFP Habitat Isapre Consalud Vida Cámara Red Salud Others 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
19 NET FINANCIAL DEBT FINANCIAL INVESTMENTS (Millions) $ 63,984 DIVIDENDS RECEIVED (Millions) $ 78, x NET WORTH ATTRIBUTABLE TO OWNERS OF THE PARENTS (Millions) $ 427,955 OPERATING INCOME (Millions) $ 678,055 COMPANY EMPLOYEES (Persons) 12 Inversiones La Construcción S.A. NET INCOME ATTRIBUTABLE TO OWNERS OF THE PARENTS (Millions) $ 83,031 RETURN ON EQUITY 19.3% EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES (Persons) 10,636 ILC Stock Price vs. IPSA
20 HISTORICAL BACKGROUND Inversiones La Construcción becomes the investment company of CChC. 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. 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 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. The association between Inversiones La Construcción and Citigroup takes place in order to jointly control AFP Habitat, through the entity Inversiones Previsionales S.A. 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 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. The company Desarrollos Educacionales is incorporated, and along with different subsidiaries, plans creates and operates educational institutions The CChC transforms Isapre Consalud into a corporation, keeping its role as an insurance company.
21 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. 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. ILC enters into the e-business segment by creating a platform for the purchase and payment of supplies to construction suppliers, called iconstruye. ILC acquires the 51% ownership that Royal & Sun Alliance held in the life insurance company Compania de Seguros de Vida La Construcción. 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.. The CChC contributes 99.9% of Isapre Consalud to the Company through a capital increase. 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. 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 Red Salud begins its construction work for the Clínica Bicentenario, a US$ 100 million investment 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 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. ILC registers in the Registry of Securities of the 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 m 2 of building area. 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 Inversiones La Construcción S.A.
22 SOCIAL RESPONSABILITY
23 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 Inversiones La Construcción S.A. As 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.
24 MANAGEMENT RESULTS 2012
25 DURING 2012, ILC REACHED A NET INCOME OF $83,031 MILLION 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 $14,906 million, due your to the higher encaje. These results were compensated by the lower income obtained by Compañía de Seguros Vida Cámara and the increase in tax rates to a 20% due to the 2012 tax reforms on first-category and deferred taxes. By December of 2012 ILC s income increased by 2.1% as of to December 2011, as a result of greater activity at Clínica Bicentenario, while higher income was achieved by Isapre Consalud due to a greater number of contributing members, compensate by the lower income obtained from premiums of the Compañía de Seguros Vida Cámara associated to the SIS, given that during 2012 no portion of the third bidding of the SIS was gained. Inversiones La Construcción S.A. EARNINGS COMPOSITION FOR THE PERIOD 2012 MM$ 2011 MM$ Operating Income (1) 120, ,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 (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.
26 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. RESULTS BY SECTOR 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. Private Healthcare Sector: Red Salud obtained an operating income of $9,185 million by December of 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. Other Sectors and Units: displayed an operating income of $2,185 million during the 2012 financial year. MANAGEMENT HIGHLIGHTS 2012 On May 25th of 2012, the Company acquired 232,800,000 shares from its subsidiary Empresas Red Salud S.A., of which it reached 89.99% ownership. COMPOSITION OF NON-OPERATING INCOME AND OTHERS 2012 MM$ 2011 MM$ Financial Income 27,993 9,183 Financial Expenses (11,970) (11,029) Equity earnings in associate and joint ventures 4,416 3,335 Exchange differences (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 Total Non-operating income, taxes and Income of non-controlling interests (37,619) (44,565)
27 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. 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 $7,061 pesos. During the first trimester the subsidiary Red Salud emitted bonds for a total of UF 2,000,000, sum that will be used in order to finance new investment projects and pay off debt. During the second trimester of 2012 the third bidding of the disabilities and survivors insurance took place for the July 2012 June 2014 period, an event of which the Compañía de Seguros Vida Cámara participated in until June of 2012, since no fraction of the SIS bids were awarded. From January 2012 onward, the Compañía de Seguros Vida Cámara focuses its efforts onto new health and life insurances Inversiones La Construcción S.A. COMPOSITION OF BALANCE SHEET ACCOUNTS AND FINANCIAL RATIOS ASSETS AND LIABILITIES 2012 MM$ 2011 MM$ Trade Accounts Receivables 55,386 68,599 Current financial assets 149, ,116 Non-current financial assets 214, ,831 Property, plant, and equipment 234, ,581 Investment properties 26,867 21,683 Current financial liabilities 28,361 22,425 Non-current financial liabilities 187, ,677 Payable trade accounts 97,168 61,794 Net worth 427, ,009 Net financial debt (1) Profit over equity (2) 19.3% 19.7% (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
29 RETIREMENT & INSURANCE SECTOR IN ACCORDANCE TO THE VISION OF ITS CONTROLLING SHAREHOLDER, ILC ACTIVELY PARTICIPATES IN THE RETIREMENT & INSURANCE SECTOR Inversiones La Construcción S.A.
30 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
31 28 29 AFP Habitat, 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. Inversiones La Construcción S.A. OWNERSHIP STRUCTURE OF AFP HABITAT COMPANY SHAREHOLDING 2012 % Inversiones Previsionales Dos S.A % 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 % Source: Superintendence of Securities and Insurance.