ANNUAL REPORT 2013 YEARS
Transcription
ANNUAL REPORT 2013 YEARS
ANNUAL REPORT 2013 YEARS SINCE 1893 IN 2013, BANCO DE CHILE STRENGTHENED ITS COMPETITIVE ADVANTAGES AND LED THE BANKING INDUSTRY IN ALL KEY AREAS. Throughout its 120-year history, Banco de Chile has made many important achievements, consolidating its solid competitive advantages and successful, consistent business strategy. In 2013 Banco de Chile expanded its undisputed market leadership in earnings and returns, reporting a return on average capital and reserves of 24%, all a result of its solid brand image, large business scale, excellent funding structure and outstanding risk management. Also in 2013, Banco de Chile led corporate reputation rankings, a reflection of its organizational values designed to strengthen relationships with both customers and the community, leading to important improvements in service quality and support of several social initiatives. 01 02 03 04 04Introduction 18 Corporate Governance 38Strategy 46 Corporate Social Responsibility Letter from the Chairman Board of Directors Purpose, Mission and Vision Strategic Priorities Senior Management Strategic Pillars Associates Competitive Advantages Corporate Governance Financial Performance Practices History 2 Table of Contents 10 Major Achievements in 2013 Recognitions 2013 Customers Community Shareholders 05 06 07 08 09 64 Economic and 78Consolidated 120 Risk Management Financial Environment Performance 2013 The Global Economy Management’s Discussion Retail Market Credit Risk The Local Economy and Analysis 2013 Wholesale Market Financial Risk Chilean Banking System Key Financial Indicators Treasury Operational Risk 98 Business Areas 144 Consolidated Financial Statements Subsidiaries Table of Contents 3 LETTER FROM THE CHAIRMAN Dear Shareholders, This past year was challenging in every regard, so it is with great satisfaction that I share this annual report containing the results obtained by Banco de Chile. In 2013, a combination of factors beyond our control made achieving of our objectives more complicated. In response, we have reviewed and modified our value proposals and intensified the innovative spirit that characterizes the Bank. Banco de Chile has led and participated in all legal and regulatory initiatives by authorities to increase transparency and competitiveness, as well as those initiatives developed within the banking industry itself. The changes are meant to provide the end-user with the best tools for making financial decisions, thus contributing to customer development and the development of the country as a whole. However, in recent years some well-intentioned laws and regulations have had undesirable consequences, weakening trust between financial institutions and consumers and even endangering the reputation of an industry that has been vital to the country’s economic stability for the past 30 years. In other countries, similar situations have had damaging effects on the economy and the population. In 2013, the banking industry, and particularly Banco de Chile, saw the first of these consequences, delaying the industry’s long-awaited project to expand banking access in Chile. We have been working for years to create products and mechanisms that facilitate and expand access to formal, experienced, regulated institutions. However, as a consequence of some of the regulations, the scope and depth of our objectives have been limited. We are concerned that fewer Chileans have access to banking services today decreasing banking penetration for individuals, which detracts from the development of the country, its citizens and entrepreneurship in general. 4 Introduction Pablo Granifo Lavín Chairman of the Board The second effect that we have observed this year is an increase in These adjustments to our business strategy have been successful, portfolio expenses, particularly in the consumer and retail banking allowing us to maintain the portfolio quality that distinguishes us both segments. For the first time in Banco de Chile’s history, payments locally and internationally. We led the banking industry in the key deteriorated during a period of stable economic growth (4.0% increase performance indicators of operating revenue, net income and returns. in GDP), low unemployment, several years of solid macroeconomic institutions and increased real wages. These achievements would not have been possible without a clear, defined focus on service quality. In 2013, we worked hard to continuously This phenomenon is attributable in part to the new consumer protection improve our processes, increasing the availability of our remote mechanisms and regulations, which could have been seen as an customer service channels and tailoring value proposals to each of opportunity to default on financial obligations. We expect this initial the segments we serve: retail, small business, large companies and impact to be emended as these new trends stabilize. corporations. From an operational standpoint, we focused on updating systems and processes in order to ensure the stability, efficiency In addition, passage of a new law on consolidated debtor information and quality of all our services. Consequently, we have resolved the will mitigate these negative consequences by providing additional problems with some remote channels that surfaced in 2012. background information for the customer risk assessment processes. It is important to keep in mind that growth in 2013 was more moderate In this context, we have put forth our best effort to identify new than in 2012, when the economy’s vitality surprised everyone. growth mechanisms and to continue to support our customers. We This year, we saw a gradual decrease in demand for loans due to have also strengthened our risk assessment policy. Thanks to a postponement of some business investment projects. Retail loans combination of sustained growth in business scale and a conservative, also grew at a more moderate rate, reflecting gradual deceleration in balanced risk policy, Banco de Chile ended 2013 with strong revenue private consumption and more restrictive supply conditions. However, generating capacity and recorded another year of growth. We have Banco de Chile achieved above-industry growth rates by selecting and positioned ourselves to face strong competition in the Chilean prioritizing the products and segments identified as strategic focuses. banking industry and international debt markets, in the midst of a still volatile international context and a local economy showing signs of deceleration and low inflation. Introduction 5 LETTER FROM THE CHAIRMAN We ended 2013 with very satisfactory results. For the second consecutive The success of these placements is a clear sign of confidence in year, we led the industry in several key financial indicators such as our bank. This confidence was further confirmed by Global Finance earnings and returns. We recorded earnings of Ch$514 billion, a 10% naming us the safest private bank in Latin America, thanks to our increase over the prior year. This translated into a return on average international risk ratings of A+ (Standard & Poor’s) and Aa3 (Moody’s) - capital and reserves of 24% and an efficiency ratio of 43%; operating the best in the region for a private bank. income was also noteworthy. In terms of loans, excluding our foreign subsidiaries, Banco de Chile achieved 19% market share in Chile, In terms of our 2013 commercial performance, we continued to consolidating our leadership in several business areas. prioritize expansion of the retail segment through growth in consumer loans, checking accounts, credit cards and mortgage loans. We also As a result of the organization’s remarkable performance, Banco de maintained our focus on growing the SME banking segment. SME Chile’s annual contribution to repay subordinated debt will more than loans represent 10% of the Bank’s total portfolio. At the same time, double the minimum amount due for the third straight year. we continue efforts to make our wholesale product offering more sophisticated, enhancing our payment and collections systems and At Banco de Chile, we have expanded our assets and funding sources. improving our derivatives offerings. In addition to the successful capital increases in 2011 and 2012, it is our policy to continuously diversify funding instruments and markets. Once again, the commitment of the entire Banco de Chile team While Chile remains an attractive funding market, we upheld our has been crucial to overcoming challenges and achieving our 2013 strategic decision to combine domestic and international sources objectives. I particularly appreciate their work and commitment, which of capital, consolidating and opening new markets to increase the is manifested daily in improved customer service. Their dedication market depth of our funding structure and sustain future business and professionalism is apparent in the Bank’s results and beyond. volume growth. In 2013, Banco de Chile had the honor of placing first on MERCO’s We are constantly searching for the market’s best opportunities. As overall corporate reputation ranking. The study, conducted for the fourth an example, last year we pioneered placement of long-term bonds time in Chile, collected the opinions of 443 corporate executives and totaling over US$ 1 billion in markets like Hong Kong, Switzerland and Japan. 6 Introduction included companies from all industries. It is a great honor to be named I would like to conclude by recognizing all those who worked first in Chile and, for the fourth straight year, first in the Banking and unconditionally to overcome the challenges we faced in 2013, those Financial Institutions category. Similarly, in 2013, Euromoney named who strived to provide the best service, those who collaborated to us the Best Bank in Chile. In the corporate governance category, we make Chile a better place to live, and those who have placed their were recognized for having the best 2012 annual report. confidence in Banco de Chile’s management and the Board of Directors, which I chair. We are committed to continuing to grow together. We deeply appreciate these distinctions, which encourage us to continue improving and to better serve our customers, employees, Best regards, shareholders and especially, the people and the community around us. Banco de Chile has a long, deep-seated tradition of supporting the Teletón Foundation, even in years when an actual telethon is not held, like 2013. This year, we participated enthusiastically in the First Teletón-Banco de Chile Inclusive Art Biennale. We continue working with the Astoreca Foundation, which provides quality education to underprivileged children, and developing our partnership with Desafío Levantemos Chile. We are working with Desafío Levantemos Chile on the 50 Challenges for Chile program, which is transforming social, sporting, educational and environmental projects into reality in 50 communities throughout the country. Once again, we are grateful for Pablo Granifo Lavín Chairman of the Board Banco de Chile the opportunity to participate in these initiatives, which help build a better Chile with more opportunities for everyone. Introduction 7 STRATEGIC PRIORITIES OUR STRATEGIC PRIORITIES MARKET LEADER IN RETAIL BUSINESS MARKET LEADER IN WHOLESALE BUSINESS OPERATIONAL EXCELENCE MAXIMIZE SERVICE QUALITY ALIGNING PEOPLE/CULTURE/STRATEGY BUILDING SOCIAL REPUTATION 8 Introduction OUR MAIN COMPETITIVE ADVANTAGES SOLID BRAND POSITIONING LARGE BUSINESS SCALE AND MARKET LEADERSHIP BROAD CUSTOMER BASE AND DISTRIBUTION NETWORK COMPREHENSIVE FINANCIAL PRODUCTS AND SERVICES EFFECTIVE RISK MANAGEMENT EXCELLENT FUNDING STRUCTURE EXCEPTIONAL INVESTMENT GRADE RATING Introduction 9 FINANCIAL PERFORMANCE TOTAL LOANS (*) Billions of Ch$ 2013 19.1 % 20,870 2012 19.0 % 18,762 2011 19.8 % 17,378 2010 19.2 % 14,366 Loans % Market Share Banco de Chile recorded annual growth in total loans of 11%, closing the year with a portfolio valued at Ch$ 20,870 billion. During the year, the Bank reported uniform growth in both retail and companies loans, in line with its strategy to prioritize growth in these segments. The Bank also purchased a high-quality commercial loan portfolio for approximately Ch$ 500 billion. As a result, Banco de Chile’s market share in total loans increased 17 basis points in 2013, reaching 19% in total loans, 19% in commercial loans, 21% in consumer loans and 17% in mortgage loans. (*) Market share does not include the banking system’s investments abroad PAST-DUE PORTFOLIO Billions of Ch$ 2013 0.5 % 111 2012 0.5 % 89 2011 0.5 % 82 2010 0.6 % 73 Past-due Loans % Past-due Loans / Total Loans As of December 2013, Banco de Chile’s past-due portfolio amounted to Ch$ 111 billion, representing 0.5% of total loans (0.5% in 2012 and 2011). As in prior years, the Bank’s ratio significantly surpasses both the system and its main competitors. This figure reflects the quality of the loan portfolio and the Bank’s conservative risk management efforts, consistent with the target risk-return ratios for each segment. GROSS DEMAND DEPOSITS Billions of Ch$ 28.7 % 5,984 2012 29.2 % 5,471 2011 28.2 % 4,895 2010 30.9 % 4,446 2013 Gross Demand Deposits % During 2013, gross demand deposits expanded 9%, finishing the year as the industry leader with a market share of 22%. This gives Banco de Chile the lowest cost of funds in the industry, which is an important competitive advantage over its peers. As a percentage of total loans, demand deposits reached 29%, which compares favorably with the industry and key competitors. % of Total Loans EQUITY Billions of Ch$ 13.1 % 2,284 2012 13.2 % 2,007 2011 12.9 % 1,739 2010 13.4 % 1,404 2013 Tier 1 Capital 10 Introduction % Total Capital Ratio During 2013, the Bank’s equity was Ch$ 2,284 billion, equivalent to nominal annual growth of 14%. This growth includes the capitalization of Ch$ 134 billion recorded in 2013 from the capital increase initiated in 2012, Ch$ 86 billion in retained earnings (30% of distributable net income for 2012) and Ch$ 36 billion from the price-level restatement of paid-in capital. As of December 31, 2013, Banco de Chile recorded a Basle Index of 13.1%, or 3.1% over its regulatory minimum. NET INCOME (Billions of Ch$) 2013 23.8 % 514 2012 26.5 % 468 2011 27.4 % 429 2010 28.8 % 379 Net Income % ROAC Banco de Chile reported net income of Ch$ 514 billion in 2013, representing record-breaking annual growth of 10% over 2012. This figure represented 27% of total system net income, making Banco de Chile the industry leader for the second year in a row. revenue, a significant improvement in operating efficiency and conservative risk management. Banco de Chile attained a return on average capital and reserves (ROAC) of 24% in 2013, leading the industry in profitability. The increase in net income was due mainly to the Bank’s outstanding commercial performance thanks to its solid ability to generate operating OPERATING INCOME Billions of Ch$ 2013 6.5 % 1,456 2012 6.4 % 1,322 2011 6.9 % 1,224 2010 7.2 % 1,169 Operating Income % Op. Income / RWA In 2013, Banco de Chile experienced annual growth of 10.1% in operating revenue, leading the industry in this indicator with a market share of 20%. The ratio of operating revenue to average interest earning assets was 6.5%, which is slightly above the 2012 and compares favourably with Banco de Chile’s main competitors and the banking industry. The rise is explained mainly by greater business volumes, a large base of demand deposits and, to a lesser extent, better returns on investment and derivative portfolios. OPERATING EXPENSES Billions of Ch$ 42.8 % 623 2012 46.3 % 612 2011 50.2 % 614 2010 46.6 % 545 2013 Operating Expenses % Efficiency Ratio The Bank’s operating expenses rose slightly by 1.8% in 2013, reflecting management’s strong commitment to corporate strategies and expense control measures. These higher expenses can be explained by increased commercial activity and a moderate increase in the number of employees, which were partially offset by reduced IT expenses following major investments during the prior year. The continued focus on productivity and expense control was reflected in an efficiency ratio of 43%, which is the lowest figure in the industry in 2013 and an improvement of 350 basis points over 2012. LOAN LOSS PROVISIONS Billions of Ch$ 2013 1.23 % 242 2012 1.04 % 188 2011 0.79 % 125 2010 1.54 % 209 Loan Loss Provisions % LLP / Avg. Loans During 2013, the Bank’s net credit risk expense was Ch$242 billion, which represents an increase of 28% over 2012. This rise can be explained by greater growth in business volumes, increased expenses in the wholesale segments, increased delinquency rates in the commercial portfolio and Ch$ 10 billion in additional provisions. As a result, in 2013 the ratio of loan loss provisions to average loans was 1.2%, or 19 basis points greater than 2012, which continues to compare favorably to competitors and the banking system as a whole. Introduction 11 1800 1900 1960 1980 1883 - 1894 1907 1960 1982 - 1983 Banco de Chile is established as a banking corporation in 1893. It begins to operate under this name in 1894 with the merger of Banco de Valparaíso, Banco Nacional de Chile and Banco Agrícola de Chile. The Bank establishes an agency in London, which is key in securing funding from foreign banks and fostering foreign trade to and from Chile. Banco de Chile contributes to the reconstruction of the areas most devastated by the Valdivia earthquake with special credit resources. The Bank begins the internationalization process, o p e n i n g a b r a n c h i n N e w Yo r k in 1982. 1926 1973 Banco de Chile’s head offices are relocated from the former offices of Banco Nacional de Chile at Huérfanos 930 to a brand-new building at Ahumada 251—its present headquarters. Following a government process to nationalize the banking industry, the Chilean State Development Corporation (CORFO) becomes Banco de Chile’s largest shareholder, with the right to appoint the Chairman of the Board. T h e f o l l o w i n g y e a r, a u t h o r i t i e s intervene and determine that B a n c o d e C h i l e ’s l o a n p o r t f o l i o had deteriorated, compromising its capital base. 1930 1975 - 1977 Thanks to its solid capital base, the Bank survives the crisis that began in 1929 and continues to develop, sustaining itself as the country’s main bank and one of the most respected and solvent corporations. Banco de Chile is reprivatized in 1975. Two years later, it creates Leasing Andino in partnership with Banco de Vizcaya of Spain and Orient Leasing of Japan. 1940 Consolidation of Banco de Chile: It incorporates liabilities of other financial entities undergoing liquidation and purchases shares of important commercial and service companies. 12 Introduction 1987 - 1990 After a capitalization process, ownership and control of the Bank are transferred to private investors in 1987, incorporating more than 30,000 new shareholders through “popular capitalism”. Banco de Chile acquires the assets and liabilities of Banco Continental and absorbs the operations of Banco Morgan Finansa. In 1990, it closes its representation office in London and moves it to Frankfurt, which would later be closed in 2000. In the 1990s, Banco de Chile establishes representation offices in Miami, Buenos Aires, Sao Paulo and Mexico City. HISTORY 1990 2000 1993 2000 - 2003 2010 2012 The Bank creates Banco CrediChile, a division with its own branch network, specialized in consumer loans for middle and low-income individuals. In 2002, it absorbs Finandes, the consumer division of Banco de A. Edwards, and in 2008, it absorbs Financiera Atlas, the consumer division of Citibank Chile. Banco de Chile agrees to merge with Banco de A. Edwards. Following the merger, Quiñenco S.A., a company linked to the Luksic family and the main shareholder in both banks, acquires the majority shareholding in Banco de Chile. Following the February earthquake in Chile, Banco de Chile joins forces with the Teletón Foundation on the campaign “Chile Helping Chile”, working to raise record levels of donations in benefit of those affected by this disaster. Under an American Depositary Shares (ADS) program, the Bank’s shares are traded on the New York Stock Exchange (NYSE) and one year later on the London Stock Exchange (LSE). Citigroup exercises its option to purchase shares of LQIF, raising its ownership to 50%, while Quiñenco holds the remaining 50%. Standard & Poor’s gives the Bank an ‘A+’ international credit rating, making it the private bank with the best risk rating in Latin America. In addition to having the best returns, the Bank also leads in net income, generating close to US$1 billion during the year. It also becomes the industry leader in market capitalization. 1996 In order to release Banco de Chile from the financial burden of repaying its debt to the Central Bank, as a result of the 1982-1983 economic crisis, Banco de Chile becomes SM-Chile S.A., a publiclyheld corporation established to resolve the Bank’s subordinated obligation. A new company is formed (the current Banco de Chile), a subsidiary of SM-Chile S.A., which assumes all assets and liabilities of the former Banco de Chile, with the exception of the Central Bank debt, which is transferred to SAOS S.A., a wholly-owned subsidiary of SM-Chile S.A. 2008 Banco de Chile takes over the assets and liabilities of Citibank Chile, the Chilean subsidiary of Citigroup Inc. Concurrently, Citigroup partners with Quiñenco, entering the ownership structure of LQ Inversiones Financieras S.A. Banco de Chile and Citigroup also sign the Cooperation Agreement and the Global Connectivity Agreement, providing for mutual support in executing diverse transactions and limited use of the Citi brand. As part of these agreements, Banco de Chile sells its banking operations in New York and Miami to Citigroup Inc. 2010 - 2011 2011 Banco de Chile expands its business scale, boasting important increases in market share across all loan products, especially mortgage loans. This growth is accompanied by a successful capital increase that raises Ch$210.1 billion. As a result, Banco de Chile’s stock increases its depth in financial markets and is included on the MSCI stock index. 2012 - 2013 2013 Banco de Chile celebrates its 120th anniversary, reaching important performance milestones in several areas. Once again, it leads the banking system in earnings and returns, generating 27% of the industry’s earnings. Also, for the first time in its history, Banco de Chile is the system’s most efficient bank, with an efficiency ratio of 43%. Finally, the Bank is recognized as having the best corporate reputation in Chile. It also receives a Customer Loyalty award, reaffirming the Bank’s commitment to its community and customers. Introduction 13 10 MAJOR ACHIEVEMENTS IN 2013 01 02 In 2013, Banco de Chile achieved outstanding results once again and far surpassed our key competitors. In fact, as of December 2013, the Bank had recorded earnings of more than Ch$514 billion, 27% of the industry total. Consequently, our institution led the market in profitability indicators, recording return on capital and reserves of 24% and return on assets of 2.1%; the banking system averaged 16% and 1.3%, respectively. Banco de Chile’s growing focus on operating efficiency earned us the industry’s best efficiency ratio. At 42.8%, the Bank was far below the industry’s 50% and was 19 base points below our main competitor. Building an efficiency-focused culture and successful expense control policies brought meaningful improvement in this area, as reflected in the significant decrease in market share of expenditures (from 19% in December 2012 to 17% as of the end of 2013), all while improving the service level and quality that characterizes our company. 03 04 Banco de Chile led the industry in operating income, with 20.0% market share. The Bank sustained its market position with a consistent, successful business strategy focusing commercial efforts on retail segments with greater returns and optimizing wholesale market leadership with product and service cross-sales. This was reflected in the Bank’s steady income generation in the midst of lower inflation, greater regulation and less economic growth. In early 2013, we concluded the capital increase process begun in late 2012, raising Ch$ 253 billion. The increase allowed the Bank to sustain organic growth, anticipating new international capital demands and maintaining capital adequacy ratios in line with the Bank’s outstanding international risk rating. As of December 2013, Banco de Chile’s Basel index was 13.1%, well-above the regulatory limit of 10%, thus, making it the most well-capitalized financial institution in the banking industry. Leader in Earnings and Returns, Widening the Gap between Banco de Chile and Our Competitors Leader in Operating Income First-time Industry Leader in Operating Efficiency US$ 530 million Capital Increase 05 Issuance of more than US$ 1 Billion in Bonds in Developed Markets In 2013, the Bank took advantage of favorable market conditions and our institution’s high international risk ratings to continue diversifying funding sources in highly demanding, competitive markets. A total of US$ 785 million in bonds was issued in Switzerland, approximately US$ 170 million in Japan and US$ 170 million in Hong Kong. 14 Introduction 06 07 A major development in the realm of asset management was the purchase of a high credit-quality commercial portfolio from a local competitor for approximately Ch$ 500 billion. The deal took place quickly, demonstrating Banco de Chile’s thorough knowledge of the local market and agile decision-making abilities. In 2013, the Bank’s leadership in wholesale loans continued and our market presence and penetration improved. We are mindful of the fact that safety and confidence in any banking operation are essential to our customers. Consequently, Banco de Chile was the first to begin issuing credit cards with electronic chips. This technology reduces the risk of credit card cloning and fraud and is gradually being adopted around the world. 08 09 Remaining faithful to our institution’s strategic pillars, tremendous resources and effort were dedicated to improving service quality this year. Through concrete plans and the professionalism of our employees, we substantially improved our customer recommendation rates, reduced desertion rates and increased effectiveness in resolving customer complaints. This important service level improvement earned us the Customer Loyalty Award presented by Diario Estrategia and Alco Consultores, which recognizes companies that excel in customer service. Climbing two spots since the 2012 study, Banco de Chile earned first place in the Business Monitor of Corporate Reputation’s (MERCO) 2013 overall ranking. Along with this distinction, the Bank earned first place in the “Banks and Financial Institutions” category for the fourth straight year. Similarly, Banco de Chile earned second place in the Corporate Social Responsibility ranking, climbing five spots since 2012. Commercial Portfolio Purchased for Ch$ 500 Billion Improved Service Quality Pioneering Credit Cards with Electronic Chips No. 1 in the Corporate Reputation Ranking 10 Growing Commitment to Our Community This year, we reinforced our social commitment to the community through various initiatives, the most noteworthy of which are: our ongoing commitment to Fundación Teletón, the Desafío Levantemos Chile program, our long-standing support of the Astoreca and Debra Foundations, supporting schools in socially at-risk communities, granting academic excellence scholarships, creating of children’s libraries in the Araucanía region and sponsoring a preschool in the municipality of Peñalolén, among others. Introduction 15 RECOGNITIONS 2013 Best Bank in Chile, Euromoney Awards for Excellence Safest Private Bank in Latin America, Global Finance For the third straight year, Banco de Chile led the category of Best Bank in Chile at the annual award ceremony held by British magazine, Euromoney, recognizing the best private banks on each continent. For the fourth time in a row, Banco de Chile was named the Safest Private Bank in Latin America in a semi-annual ranking by the prestigious U.S. magazine, Global Finance. The ranking will be published in the magazine’s April issue. Banks were selected by comparing long-term credit ratings and total assets from among the largest banks. Ratings from Moody’s, Standard & Poor’s and Fitch were used. Best Corporate Reputation 2012, MERCO Banco de Chile came in first on Merco’s overall 2013 ranking, climbing two positions relative to the prior year. This recognition also placed it at the top of the Bank and Financial Institutions category for the fourth straight year. Best Private Banking Services in Chile, Euromoney Private Banking Survey For the second consecutive year, the prestigious financial magazine, Euromoney, recognized Banco de Chile as offering the Best Private Banking Services in Chile in three separate categories. This year the Bank won awards for: lending and financing solutions, super affluent clients and specialized corporate executive services. Best Investment Bank, Global Finance Banco de Chile, through its investment bank, Banchile | Citi Global Markets and its subsidiary, Banchile Inversiones, was named Chile’s best investment bank by U.S. magazine, Global Finance. The distinction was awarded by the magazine’s editors and industry experts, who use a range of criteria such as: market share, the number and size of deals, services and advising, structuring capabilities, distribution network, efforts to face market conditions, innovation, pricing and market reputation. Best Customer Experience, IZO This recognition is given by international brand consultant, IZO, based on surveys of more than 10,000 customers evaluating concepts such as brand, products and services. Of the five Chilean banks that participated, Banco de Chile placed first in the last quarter of 2013. 16 Introduction Banchile | Citi Global Markets, Best Investment Bank and Banchile Inversiones and Banchile Citi Global Market, Best Share Placement Agent, Financial Leader Awards by Diario Financiero and Deloitte Banchile | Citi Global Markets and Banchile Inversiones were named the 2012 Best Financial Institution at the Financial Leader awards ceremony by Diario Financiero and Deloitte. Both Banco de Chile subsidiaries also won the category of 2012 Best Share Placement Agent in recognition of their active participation in deals by local and regional issuers. Banchile Citi Best Debt House in Chile, Euromoney Awards for Excellence Banchile Citi won the category of Best Debt House in Chile, an award that considers the capability of the local debt market and reflects the company’s leadership as an organizer and underwriter of bonds. One of the 10 Most Admired Companies, Diario Financiero and PricewaterhouseCoopers Banco de Chile placed No. 9 in the 13th edition of the Most Admired Companies Ranking published by Diario Financiero and PricewaterhouseCoopers. The study surveyed more than 4,000 executives, who analyzed various aspects including: business strategy; financial soundness; capacity to innovate; attractiveness of marketing and corporate image; corporate governance; the quality of executives; the quality of products and services; stakeholder reporting/external reporting/market information/public relations and social responsibility. Bank of the Year in Chile: Banco de Chile and Best Private Bank in Chile: Banchile Inversiones, The Banker For the first time ever, Banco de Chile was named Bank of the Year in Chile by the prestigious British magazine, The Banker, at the 2013 Bank of the Year Awards. The Bank’s great 2013 performance reaffirmed its position as leader of the Chilean banking industry and earned it the best risk rating of any private bank in Latin America. No. 9 on the 2013 Most Respected Companies Survey and No. 1 in the Banking Industry, La Segunda and Adimark This ranking aims to identify the most respected companies on the basis of 9 attributes, including: self-perception, business and executive leadership and successfully emerging companies. Banco de Chile climbed from No. 19 in 2012 to No. 9 in 2013, the largest jump of any company. Best Sub-Custodian Bank, Global Finance Banco de Chile was named Best Sub-Custodian Bank in Chile for the fifth straight year by U.S. magazine, Global Finance. This recognition is given for local and international share custody services, money market and fixed-income investment services, and offering products like certificates of deposit and outsourcing and representation services. Introduction 17 02 CORPORATE GOVERNANCE Board of Directors Senior Management Corporate Governance Practices BOARD OF DIRECTORS Pablo Granifo Lavín Chairman Mr. Granifo was reelected as the chairman of our board of directors in 2011, a position which he has held since 2007. He was our chief executive officer from 2001 to 2007, chief executive officer of Banco de A. Edwards from 2000 to 2001, Commercial Manager at Banco Santiago from 1995 to 1999 and Corporate Manager at Banco Santiago from 1999 to 2000. Mr. Granifo is also chairman of the board of directors of Banchile Asesoria Financiera S.A., Socofin S.A., Banchile Securitizadora S.A., Banchile Administradora General de Fondos S.A. and a member of the executive committee of Banchile Corredores de Seguros Limitada. He is also chairman of Vina San Pedro Tarapaca S.A., vice chairman of Transbank S.A., and a member of the board of directors of Compania Cervecerias Unidas S.A., Redbanc S.A., Servipag Limitada and Empresa Nacional de Energia Enex S.A.. He holds a degree in business administration from Pontificia Universidad Católica de Chile. Andrónico Luksic Craig Vice Chairman Mr. Andrónico Luksic has been a director and the vice chairman of our board of directors since 2002. Mr. Luksic is also the Chairman of LQIF, Quiñenco S.A. and Compania Cervecerias Unidas S.A., Vice Chairman of Compania Sud Americana de Vapores S.A., and a member of the Board of Directors of Madeco S.A. and Sociedad de Fomento Fabril (SOFOFA). Mr. Luksic is a member of the APEC Business Advisory Council (ABAC) and vice chairman of the International Business Leaders’ Advisory Council for the Mayor of Shanghai. He is also a member of the International Advisory Board of Barrick Gold, the International Advisory Council of the Brookings Institution, the Advisory Board of the Panama Canal Authority, and the Chairman’s International Council of the Council of the Americas. In addition, Mr. Luksic is a trustee emeritus at Babson College, and a member the Harvard Global Advisory Council, the International Advisory Board of the Blavatnik School of Government at Oxford University, the International Advisory Boards of both the Tsinghua University School of Economics and Management and the Fudan University School of Management, the Harvard Business School Latin America Advisory Board, the Dean’s Council at the Harvard Kennedy School, the Advisory Committee of the David Rockefeller Center at Harvard University, and the Latin American Executive Board of the MIT Sloan School of Management. Andrónico Luksic and Jean Paul Luksic are brothers. Francisco Aristeguieta Silva Vice Chairman Mr. Aristeguieta was appointed member and vice chairman of our board in April 2012. He is the CEO of Citigroup Latin America. Before this role he served as Citi Transaction Services (CTS) Head for Latin America & Mexico, member of the Banco Nacional de Mexico (Banamex) Executive Committee, member of the CTS Global Executive Committee, CEO for the Andean region cluster of countries and Colombia, CEO for Citigroup Venezuela and Ecuador. Mr. Aristeguieta is a member of the Citigroup Global Executive Committee, member of the board of Citigroup Foundation, the Association of American Chambers of Commerce of Latin America, the Americas Society and Council of the Americas. He has been a member of the Young Presidents Organization (YPO) since 2003. In addition, he served on the board of directors of Junior Achievement Americas and several other boards including: Banking Association of Ecuador, Colombia and Venezuela; and American Chambers of Commerce of Ecuador, Colombia and Venezuela, and the Colombian Council of American Companies. He was also chairman of the board of Colfondos in Colombia. Mr. Aristeguieta holds an undergraduate degree in business administration with a major in management and a graduate degree in banking and finance both from Universidad Metropolitana in Caracas, Venezuela, and an MBA from Brunel University in London. 20 Corporate Governance Raúl Anaya Elizalde Francisco Pérez Mackenna Director Director Jorge Awad Mehech Thomas Fürst Freiwirth Director Alternate Director Juan Enrique Pino Visinteiner Rodrigo Manubens Moltedo Director Alternate Director Jorge Ergas Heymann Hernán Büchi Buc Director Advisor to the board Jaime Estévez Valencia Francisco Garcés Garrido Director Advisor to the board Jean Paul Luksic Fontbona Jacob Ergas Ergas Director Advisor to the board Gonzalo Menéndez Duque Director Corporate Governance 21 BOARD OF DIRECTORS DIRECTORS Raúl Anaya Elizalde Jaime Estévez Valencia Mr. Anaya has been a member of our board of directors since January 2008. He has been with Citigroup for 25 years and currently serves as the Latin American CEO for the Consumer and Commercial Banking Division. Mr. Anaya has previously served as head of global retail banking and CEO of Citigroup’s Global Consumer Banking Council. He has also served as CEO of Citigroup Inc.’s businesses in Central America and the Caribbean, covering corporate, investment and consumer banking. From December 2005 to July 2008, Mr. Anaya was the CEO of Latin America’s (except Brazil and Mexico) Consumer Group. Mr. Anaya was named to his position after serving as Retail Head for Latin America since February 2005. From August 2003 to January 2005, he was Executive Director of Consumer Assets at Banamex in Mexico and responsible for mortgages, personal loans and car financing. Prior to this position, Mr. Anaya served as Division Director for the Central Metropolitan Retail Banking Division at Banamex. From May 1999 to January 2002, he was chairman and CEO of Banco Bansud S.A. (formerly a subsidiary of Banamex) in Argentina. Mr. Anaya joined Citibank at Banamex’s New York Agency in October 1987 and later became General Manager of the Banamex Agency in Los Angeles, Executive Vice-President of the Corporate Banking and International Division at California Commerce Bank, General Manager of the Banamex Agency in Houston and General Manager of the Banamex Agency in New York. Mr. Estévez has been a member of our board of directors since 2007. Presently, he is also chairman of the board of directors of Cruzados SADP. Before that, Mr. Estevez was chairman of the board of directors at Banco del Estado and was a member of the board of directors of Endesa Chile S.A. He has also served as a director at AFP Provida and AFP Proteccion, two Chilean private investment pension funds. He was simultaneously Minister of Public Works and Minister of Transportation and Telecommunications from January 2005 to March 2006. He was also a congressman from March 1990 to March 1998 and president of the Lower Chamber of Congress from March 1995 to November 1996. Mr. Estevez holds a degree in economics from Universidad de Chile. Jorge Awad Mehech Mr. Awad has served on our board since 1996. From 1989 to 1996 he was a member of the board of Banco de Santiago. Mr. Awad has been president of the Chilean Association of Banks and Financial Institutions since 2011. He is also a member of the board of Universidad de Talca and Universidad Católica de Valparaíso TV and has been president of the Guillermo Subercaseaux Institute of Banking Studies since 2013. Previously, he was chairman of LAN Airlines S.A. for 18 years until September 2012. He has also been a director of Codelco, Televisión Nacional de Chile, Laboratorios Chile, ICARE, and other Chilean companies. He is also a professor of management and entrepreneurship at the School of Economics at Universidad de Chile, from where he has a degree in business administration. Jorge Ergas Heymann Mr. Ergas was named to our board of directors in March 2011. Formerly, he had been an advisor to the board of directors since 2007 and from 2002 to 2005. From 2005 to 2007, he was an alternate director. Currently, he is vice chairman of Banchile Compania de Seguros de Vida S.A., vice chairman of Orion Seguros Generales S.A., chairman of the automotive center Movicenter and a director of the real estate company Inersa S.A., Nido de Aguilas Educational Foundation and Ever I BAE. He was previously a director of the Plaza San Francisco Hotel, CasaPiedra Convention Center, Banco HNS and the real estate company Inmobiliaria Paidahue. 22 Corporate Governance Jean Paul Luksic Fontbona Mr. Luksic has been a member of our board of directors since April 2013. Currently, he is vice chairman of Quiñenco S.A. and Sociedad Matriz SAAM S.A. Mr. Luksic has been chairman of the board of directors of Antofagasta plc since 2004, after having served as director for the company since 1990 and deputy chairman since 2000. Mr. Luksic was the CEO of Antofagasta Minerals until his appointment as chairman of Antofagasta plc. He is also chairman of the board of Antofagasta Minerals, Ferrocarril de Antofagasta a Bolivia, and Aguas Antofagasta, as well as chairman of the Mining Council. Mr. Luksic holds a B.Sc. degree in management and science from the London School of Economics. Jean Paul Luksic and Andrónico Luksic are brothers. Gonzalo Menéndez Duque Mr. Menendez has been a member of our board of directors since 2001. He is also the chairman of Inversiones Vita S.A., and a member of the board of directors of several other companies, including Banchile Asesoria Financiera S.A., Banchile Seguros de Vida S.A., Quiñenco S.A., Compania Sudamericana de Vapores S.A., Sudamericana Agencias Aereas y Maritimas S.A., Sociedad Matriz SAAM S.A., Antofagasta PLC, Mining Group Antofagasta Minerals S.A., Antofagasta Railway, Aguas de Antofagasta S.A., Andsberg Investment Ltd., Andsberg Limited and Inmobiliaria e Inversiones Rio Claro S.A... He is also vice chairman of Fundacion Andronico Luksic A. and Fundacion Pascual Baburizza. Previously, Mr. Menendez served as CEO of the Antofagasta Railway to Bolivia, Banco O’Higgins and Empresas Lucchetti. Since 1990, he has been a director and is now the chairman of the board of directors of Banco Latinoamericano de Comercio Exterior S.A., Bladex. Mr. Menendez was a member of the board of directors and the executive committee at Banco Santiago and a member of the board of directors at Banco de A. Edwards. He has been a professor of finance, economics and business policy at Universidad de Chile. He holds a degree in business administration and accounting from Universidad de Chile. Francisco Pérez Mackenna Mr. Perez has been a member of our board since 2001. He has served as CEO of Quiñenco since 1998. He is currently chairman of the boards of Compania Sud Americana de Vapores, Enex, Indalum and Madeco Mills, and vice chairman of Invexans and Madeco. Previously, Mr. Perez was CEO of Compania Cervecerias Unidas, where he is currently a member of the board. He is also a director of Embotelladoras Chilenas Unidas, Foods Compania de Alimentos CCU, CCU Argentina, Cia. Pisquera de Chile, Cervecera CCU Chile, Inversiones y Rentas, Banchile Corredores de Seguros, LQ Inversiones Financieras, Nexans, SM SAAM, and SAAM. Mr. Perez is an advisor to the board of Vina San Pedro Tarapaca. Prior to 1991, Mr. Perez was CEO at Citicorp Chile and vice chairman of Bankers Trust in Chile. Mr. Perez has a degree in business administration from Universidad Católica de Chile and an MBA from the University of Chicago. From 1995 to 1999, he was chairman of Banco Tornquist in Argentina and a member of the board of directors at Banco Sur in Peru and Banco Asuncion in Paraguay. Mr. Manubens also served for a ten-year period as a director and chairman of Endesa Chile S.A. He is chairman of Banchile Compania de Seguros de Vida S.A. and a director and chairman of the Directors’ Committee of Aguas Andinas S.A., and board member of the Santiago Stock Exchange. Mr. Manubens holds a degree in business administration from Universidad Adolfo Ibanez and a master’s degree from the London School of Economics and Political Science. ADVISORS TO THE BOARD Hernán Büchi Buc Juan Enrique Pino Visinteiner Mr. Pino was elected as a member of our board of directors in August 2013. Currently, Mr. Pino is the chief risk officer for Citigroup Latin America, a role that he has held since January 2010, based in Mexico. He is a member of the Global Risk Management Executive Committee of Citigroup, and of the Executive Committees of both Mexico and Latin America. Juan Enrique first joined Citi in 1985, holding several business and risk management roles since then. He was General Manager for Citigroup Chile and Citi Accival Corredores de Bolsa in 2008 and part of 2009, and also director of several companies where Citigroup was a shareholder. Mr. Pino has a degree in business administration from Universidad Adolfo Ibanez (Chile). Mr. Buchi has served as an advisor to the board since 2008. In 2007, he was a member of our board of directors. He is the founder of and an advisor to Instituto Libertad y Desarrollo and is currently the chairman of the managing council at Universidad del Desarrollo. He is also a director of several Chilean corporations like Quiñenco S.A., Consorcio Nacional de Seguros and Falabella S.A. Previously, he held multiple public positions such as Minister of Finance (1985-1989), Superintendent of Banks, Minister of Planning and Undersecretary for Health. He holds a degree in civil mining engineering from Universidad de Chile and a master’s degree from Columbia University. Francisco Garcés Garrido ALTERNATE DIRECTORS Thomas G. Fürst Freiwirth Mr. Fürst has been a member of our board of directors since 2004. Previously, Mr. Fürst was vice chairman of the board of directors at Compania Cervecerias Unidas S.A. and member of the board of directors of several other companies, including Embotelladoras Chilenas Unidas S.A., Vina Dassault San Pedro S.A, Southern Breweries Establishment, CCU Argentina S.A. and Compania Industrial Cerveceria S.A. (CICSA). Mr. Fürst was founder and member of the board of directors of Parque Arauco. In addition, he is a partner and member of the board of directors of Plaza S.A. and Nuevos Desarrollos S.A., the owners of fourteen shopping centers located in Chile and three under construction, four in Peru and three under construction and one in Colombia and another three in the project stage. At present, Grupo Plaza is the second most important chain of malls in South America. Mr. Fürst holds a degree in civil construction from Pontificia Universidad Católica de Chile. Rodrigo Manubens Moltedo Mr. Manubens has been a member of our board of directors since 2001. Mr. Manubens was a member of the board of directors of Banco A. Edwards from 1999 to 2001. From 1985 to 1999, Mr. Manubens was a member of the board of directors of Banco O’Higgins and retained this position following its merger with Banco Santiago. Mr. Garces has been an advisor to the board of directors since 2002. He is an advisor to the vice chairman. He is also an alternate member of the Private Sector Advisory Council for APEC Leaders, a member of the board of directors of Fundacion Chilena del Pacifico, the director of the Center for International Economics at Instituto Libertad y Desarrollo, the chairman of Banchile Corredores de Bolsa, the chairman of the Asian-Pacific Chamber of Commerce, director of Camara Chileno-India de Comercio and a member of the Maritime Boundary Advisory Committee of the Ministry of Foreign Affairs. Prior to this, he was an advisor and member of the board of directors of Banco O’Higgins and Banco Santiago, a professor at the School of Economics of Universidad de Chile, Executive Director of the IMF in Washington D.C., and International Director of the Chilean Central Bank. He holds a degree in business administration from Pontificia Universidad Catolica de Chile and has conducted postgraduate research at the PhD level at Columbia University. Jacob Ergas Ergas Mr. Ergas has been an advisor to the board since 2011. From 2002 to 2011, he was a member of the board of directors. He is also a director at Banchile Administradora General de Fondos S.A., Chairman of J. Ergas Inversiones y Rentas Limitada, Ever I BAE S.A., Ever II, Inmobiliaria Paidahue S.A. and INERSA S.A. From 1986 to 2001, he was a member of the board of directors and vice chairman of Banco de A. Edwards and a director of the Chilean Association of Banks and Financial Institutions. Corporate Governance 23 SENIOR MANAGEMENT Arturo Tagle Quiroz Alain Rochette García Chief Executive Officer since 2010. Corporate and Investment Banking Division Manager since 2013. Formerly, he held diverse positions at Banco de Chile since 1995 such as Institutional and Investor Relations Division Manager, Strategic Development Division Manager, Research and Administration Division Manager and Controller. Before that, he worked as CEO of the Chilean Association of Banks and Financial Institutions and as Research Director for the Superintendency of Banks and Financial Institutions. Mr. Tagle is currently a member of the board of directors of Banchile Asesoría Financiera S.A., Banchile Securitizadora S.A., Socofin S.A. and a member of the executive committee of Banchile Corredores de Seguros Limitada. He holds a degree in business administration from Pontificia Universidad Católica de Chile and an MBA from the University of Chicago. Prior to that, he was advisor to the CEO for the Corporate and Investment Banking Division and General Coordinator for the Treasury, Investment and Corporate Divisions. Before that, his career at Citibank included positions such as Executive Director of Markets and Treasury for Latin America based in the U.S., CFO of Citibank Chile and 15 years in diverse regional positions in Japan and the United States. Mr. Rochette holds a degree in industrial engineering from Universidad de Chile. Juan Cooper Alvarez Andrés Bucher Cepeda Consumer Banking Division Manager since 2003. Chief Executive Officer of Banchile Corredores de Bolsa S.A. since 2012. Prior to that position, he was the CEO of the consumer banking division at Banco de Santiago and before that worked at Altavida insurance company and Santiago Express. Mr. Cooper is currently a member of the board of directors of Socofin S.A. and a member of the executive committee of Banchile Corredores de Seguros Limitada. He holds a degree in business administration and an MBA from Pontificia Universidad Católica de Chile. Jorge Tagle Ovalle Commercial Banking Division Manager since 2012. Previously, he was the Deputy CEO of Banco de Chile and before that held numerous executive positions mainly within the Luksic Group such as Executive Vice President of Nexans S.A., Corporate CEO of Alusa S.A., Corporate CFO of Madeco S.A. and New Product Manager at Quiñenco S.A. He is currently a member of the board of directors of Banchile Administradora General de Fondos S.A., a member of the executive committee of Banchile Corredores de Seguros Limitada and an advisor to the board of Socofin S.A. Mr. Tagle holds a degree in industrial engineering from Pontificia Universidad Católica de Chile and has an MBA from the Wharton School of the University of Pennsylvania. Eduardo Ebensperger Orrego Wholesale, Large Companies and Real Estate Division Manager since 2005. Wholesale, Large Companies and Real Estate Division Manager since 2005.Previously, he was the CEO of Banchile Factoring S.A. and prior to that held diverse managerial positions in the commercial areas of Banco de Chile and Banco de A. Edwards. He is currently the chairman of the board of directors of Artikos S.A. as well as a member of the board of Banchile Asesoría Financiera S.A. and Banchile Securitizadora S.A. Mr. Ebensperger holds a degree in business administration from Universidad de Chile. 24 Corporate Governance Formerly, he was the Investment Banking and Capital Markets Division Manager at Banco de Chile and CEO of Banchile Asesoría Financiera S.A. Before that, he was Investment Banking Manager at Citigroup Chile, where he worked for close to 20 years until it merged with Banco de Chile. Mr. Bucher holds a degree in industrial engineering from Pontificia Universidad Católica de Chile and has an MBA from the Wharton School of the University of Pennsylvania. Mauricio Baeza Letelier Corporate Risk Division Manager since 2011. He was appointed to this position following the merger of the Companies Credit Risk, Market Risk and Retail Credit Risk Divisions. Previously, he served as the Companies Credit Risk and Market Risk Division Manager and before that in the credit risk divisions at Banco de Chile, Banco de A. Edwards and Banco Santiago. He is currently an advisor to the board of Socofin S.A. Mr. Baeza holds a degree in civil engineering from Pontificia Universidad Católica de Chile. Felipe Echaiz Bornemann Compliance Division Manager since 2008. Prior to this position, he held numerous positions at Citibank and Citigroup Chile. In 2003, Mr. Echaiz was Deputy Director of the Anti-Money Laundering and Organized Crime Unit of Chile’s Ministry of Public Affairs. He has a law degree from Universidad Católica de Chile and a master’s in finance and economics from Universidad de Chile. Oscar Mehech Castellón Álvaro Burrul Cornejo Controller since 2008. Products and Services Division Manager. Prior to this position, he was the Regulatory Policy and Compliance Division Manager and before that the senior lawyer for Banco de Chile and Banco de A. Edwards. He is also the chairman of the audit committee of the Association of Banks and Financial Institutions. He holds a law degree from Universidad de Chile and an MBA from Pontificia Universidad Católica de Chile. Nelson Rojas Preter General Counsel and Secretary to the Board since 2004. Mr. Burrul joined the bank in October 2008. Prior to that, he worked in the Operations and Technology Division at Banco de Santiago for 10 years and then in Banco Santander for 16 years within the financial control, commercial, operations and technology areas. He is currently a member of the board of directors of Nexus. Pedro Samhan Escandar Chief Financial Officer since 2008. Before that, he served as the senior lawyer for Banco de Chile and as general counsel and secretary to the board of directors of Banco de A. Edwards. Mr. Rojas is the chairman of the legal affairs committee of the Association of Banks and Financial Institutions. He is currently secretary to the board of directors of Banchile Corredores de Bolsa S.A. Mr. Rojas holds a law degree from Universidad de Chile. Before that, he was CFO of Citigroup Chile until it merged with Banco de Chile. He held numerous positions at Citibank in Chile and other Central American and Caribbean countries until 2007, including CEO of Citicorp Chile. He was also a member of the board of directors of AFP Habitat, Cruz Blanca Seguros de Vida and Minera Las Luces. He is currently a member of the board of directors of Banchile Trade Services Limited. Mr. Samhan holds a degree in industrial engineering from Universidad de Chile. Sergio Solari Angelo Cristián Lagos Contardo Technology and Systems Division Manager since 2012. People and Organization Manager since 2012. Previously, he was Technology and Operations Manager at Walmart Servicios Financieros, AFP Habitat and Banco Falabella. Before that, he held diverse positions with Banco Santander in Chile, Colombia, Peru and Uruguay for nine years. Mr. Solari holds a degree in industrial engineering from Pontificia Universidad Católica de Chile. Before that, he was Corporate Manager of People and Reputation at Compañía General de Electricidad S.A. Previously, he was the Planning and Human Resources Division Manager at Banco Sudamericano and, later, at Scotiabank, following the merger of these banks. Before that, he was the Corporate Human Resources Manager at Chilesat S.A., which later merged with Telmex S.A. Mr. Lagos holds a degree in psychology from Universidad Diego Portales and completed the management development program from Universidad de los Andes’ ESE Business School. Corporate Governance 25 CORPORATE GOVERNANCE PRACTICES PRINCIPLES Introduction Our corporate governance practices are governed through by-laws, the General Banking Law, the Corporations Law, the Securities Market Law and the regulations of the Chilean Superintendency of Banks and Financial Institutions (SBIF) and the Superintendency of Securities and Insurance (SVS) where applicable. In order to formalize these practices, the board of directors approved a document entitled “General Corporate Governance Principles”, which summarizes and serves as the basis for a set of policies and procedures that the Bank has approved over time. Our corporate governance principles aim to improve internal selfregulation mechanisms, ensuring full compliance with current regulations, creating value for the Bank and all customers, associates, the community and the market in general, and working to safeguard adherence to the corporation’s values. Structure Our board, consisting of eleven directors and two alternate directors, is the entity that defines our organization’s strategic guidelines and plays a key role in corporate governance. Our complete board of directors is elected every three years. The last elections took place at the shareholders’ meeting in March 2011. Currently, the board is comprised of six directors chosen by Quiñenco, three by Citigroup and two independent directors. The Chief Executive Officer is appointed by the board and holds his position until the board decides otherwise. According to the law and our by-laws, ordinary board meetings must be held at least once a month. In practice, the board meets twice a month, except in February. Extraordinary meetings may be called by the Chairman of the board or at the request of one or more directors. The board delegates certain functions and activities to the directors’ Committees. This allows for in-depth analysis of specific matters and provides the board with the information necessary to discuss and debate general policies and guidelines governing our businesses. 26 Corporate Governance Main Committees and Meetings of the Board of Directors and Senior Managment Management: Directors’ and Audit Boards of Subsidiaries Global Connectivity Upper Management Business Area Committees: Banco CrediChile Retail Business Companies Leasing Finance, International and Financial Risk Service Quality Risk Committees: Portfolio Risk Credit Risk Asset Laundering Prevention Operational Risk Executive Internal Modeling Technical Oversight Other Committees: Ethics Disclosure MANAGEMENT Directors’ and Audit The Directors’ and Audit Committee is responsible for examining external auditor reports, balance sheets and financial statements; proposing external auditors and risk-rating agencies; examining the details of related party transactions; and analyzing the remuneration systems and compensation plans for senior executives. The committee’s operating budget is approved annually at the Ordinary Shareholders’ Meeting. Under Chilean law, the Directors’ and Audit Committee should have three members, the majority of whom should be independent. The members of the committee remain in their positions for a maximum of three years or until the end of the Board’s term, if earlier. As of December 2013, the Committee members were Jorge Awad Mehech (chairman and the expert member on financial affairs), Jaime Estévez Valencia and Juan Enrique Pino Visinteiner. As stated in the committee’s by-laws, our Chief Executive Officer, General Counsel and Controller, or their respective replacements, shall attend the meetings as well. The committee may also invite certain people to take part in one or more meetings. The committee’s organization, objectives, responsibilities and the scope of its work are contained in the by-laws whose amended and complemented text was approved at a meeting held on July 27, 2005. The committee’s objectives are to ensure the efficiency, maintenance, application and functioning of internal control systems; supervise compliance of standards and procedures governing the banking business and identify business risks for the Bank and its subsidiaries; supervise the functions of the Controller’s Office, guaranteeing its independence from management; supervise the functions of the Compliance Division, serving as a link and coordinator between internal and external auditors, as well as between these areas and the Bank’s Board; and perform the functions and responsibilities set out in the Corporations Law and SBIF Standards. The committee held 18 meetings during 2013 and addressed the following matters, among others: •Examination of fee proposals from external auditors and riskrating agencies. •Analysis of reports, content, procedures and scope of reviews by external auditors and risk-rating agencies. •Information on and analysis of the annual internal audit program and the results of internal audits and reviews. •Analysis of the interim and annual financial statements. •Analysis of the Bank’s financial statements included in the form 20-F, to be filed with the Securities and Exchange Commission – SEC (USA). • Information on accounting changes occurring during the year and their effects. •Review of special cases affecting internal control systems. •Analysis of the remuneration systems and compensation plans for managers and senior executives. • Analysis of the 2013 performance self-evaluation process carried out by the Bank. • Analysis of related-party transactions as referred to in Title XVI of the Corporations Law No. 18,046. •Analysis of operational risk policies and development of riskmanagement and SOX self-assessment processes. • Information on and analysis of matters related to the Compliance Division, primarily regarding the revision and application of policies for detecting and sanctioning money-laundering transactions. Corporate Governance 27 CORPORATE GOVERNANCE PRACTICES •Review of customer claims filed with the SBIF and the Customer Defense Division of the Chilean Association of Banks and Financial Institutions. Banco de Chile – Citigroup Global Connectivity In order to permanently monitor the strategic alliance initiatives between Banco de Chile and Citigroup, in addition to the Global Connectivity Agreement Executive Committee, the following committees were created: (i) The Global Transactional Services Committee (GTS); (ii) the International Personal Banking Committee (IPB); (iii) the Investment Banking Committee; (iv) the Retail Initiatives Committee and (v) the Financial Control Committee. The Global Connectivity Agreement Executive, GTS and Investment Banking Committees meet monthly; the Retail Initiatives and IPB Committees meets bi-monthly; and the Financial Control Committee meets quarterly. These committees consist of Pablo Granifo Lavin, Chairman of the Board; Arturo Tagle Quiroz, CEO; Francisco Aristeguieta Silva and Raúl Anaya Elizalde (the two directors appointed by Citigroup). The division managers and/or the managers of the areas directly responsible for the respective businesses also participate in meetings of the GTS, IPB, Investment Banking, Retail Initiatives and Financial Control Committees The main objective of the GTS Committee is to monitor the performance of the Transactional Services Area and, in particular, the functioning of local and international cash management services as well as custody services for foreign investors. (ii) International Personal Banking (IPB) The primary purpose of the IPB Committee is to monitor services provided by Banco de Chile to Citibank related to its financial products and services offered abroad to residents of Chile. (iii) Investment Banking The main objective of the Investment Banking Committee is to promote the development of cross-border merger and acquisition transactions, debt issuances and acquisitions, and capital markets transactions for the Bank’s customers and customers of Citigroup that do business in Chile. (iv) Iniciativas Retail The primary purpose of the Retail Initiatives Committee is to share best practices and business alternatives between both institutions. (v) Financial Control This committee is responsible for monitoring transactions performed under the Global Connectivity Agreement between Banco de Chile and Citigroup, and for helping explore investment banking business opportunities and ensuring compliance of agreements related to these matters. The main objective of the Global Connectivity Agreement Executive Committee is to act as a communication channel and escalation mechanism between Banco de Chile and Citigroup regarding the agreements signed between these parties. The objectives of the four committees mentioned above are: (i) Global Transactional Services (GTS) 28 Corporate Governance The main goal of the Financial Control Committee is to closely monitor the operating and financial execution of the agreements signed with Citigroup. At its monthly meetings, this committee receives a report from the Chief Financial Officer regarding the income statement for the strategic alliance. BUSINESS AREAS Upper Management This committee is chaired by the Chief Executive Officer and is the highest coordinating body of our upper management. It analyzes the market and the banking industry, discusses our principal strategic guidelines, resolves issues relating to internal policies and analyses our performance. In addition, numerous divisions come together to exchange their points of view and prioritize and coordinate joint initiatives. Each year, the Upper Management Committee outlines the foundations for our annual plan. After the individual annual plan for each business area is agreed upon by the Chief Executive Officer and each division manager, under the coordination of the Chief Financial Officer, the overall plan is submitted to the Board for approval. This committee reviews plan progress on a monthly basis and defines corrective actions when necessary. Banco CrediChile The objective of this committee is to review consumer banking activity on a monthly basis. Its specific functions consist of: i) learning about and evaluating the CrediChile Division based on the evolution of its loans, monthly sales, results and its main financial ratios, ii) assessing progress in opening branches, strategies for addressing new customer segments and the development of products and support systems, and iii) proposing measures to strengthen commercial management and maximize earnings. The members of this committee are: Pablo Granifo Lavín, Chairman of the Board; Gonzalo Menéndez Duque, Director; Jaime Estévez Valencia, Director; Jacob Ergas Ergas, Advisor to the Board; Arturo Tagle Quiroz, CEO; Jorge Tagle Ovalle, Commercial Banking Division Manager; and Juan Cooper Álvarez, Consumer Banking Division Manager. Retail Business This meeting meets on a monthly basis to review all commercial initiatives from major competitors and decide how to confront them, and to review the market shares of the Bank’s diverse products and services to define the necessary actions to attain growth levels established in business plans. This meeting is also used to coordinate and make decisions regarding important matters for the Bank that involve coordinating divisions, and to present progress reports on the Bank’s most important commercial and regulatory projects as well as on new product development. The participants in this meeting are: Arturo Tagle Quiroz, CEO; Jorge Tagle Ovalle, Commercial Banking Division Manager; Juan Cooper Álvarez, Consumer Banking Division Manager; Pedro Samhan Escandar, CFO; Julio Ramirez Gomez, Marketing and Product Manager; Hernan Arancibia Sepulveda, Retail Risk Division Manager; Alvaro Burrull Cornejo, Products and Services Division Manager; Juan Carlos Alvarez Mateos, Segment Manager; Esteban Torrent Lopez, Commercial Banking Customer Service Manager; and Claudio Otto Salinas, Payment Media Manager. Other participants are incorporated based on the issues addressed. Corporate Governance 29 CORPORATE GOVERNANCE PRACTICES Companies Finance, International and Financial Risk The objective of this meeting is to evaluate the commercial performance of the Corporate Division and the Wholesale, Large Companies and Real Estate Division with respect to the market; it also reviews projects and sales campaigns for each of the segments managed by these divisions. It is also responsible for assessing the wholesale business from a segment and product-perspective with special emphasis on revenue, business volumes and identifying room for growth, generating action plans to maintain the division’s competitive position. The main function of the Finance, International and Financial Risk Committee is to analyze the evolution of our financial positions and market risks—price and liquidity—both those generated in the past and those that could potentially arise in the future, particularly the control of risks related to internal and regulatory limits and/ or warning levels. Knowledge of the current status of market risks allows us to estimate potential future losses, with a certain defined level of confidence, in the event of adverse movements in key market variables (exchange rates, interest rates and options volatility) or illiquidity. The members of this meeting are: Arturo Tagle Quiroz, CEO; Alain Rochette García, Corporate and Investment Banking Division Manager; Eduardo Ebensperger Orrego, Wholesale, Large Companies and Real Estate Division Manager; Pedro Samhan Escandar, CFO; Juan Carlos Cavallini Richani, Corporate Banking Division Manager; Juan Alberdi Monforte, Wholesale and Large Companies Commercial Manager; and Gonzalo Campero Peters, Manager of Companies Marketing, Management and Business Intelligence. Leasing The objective of this committee is to review lease activity within the Bank on a monthly basis. To accomplish this, it reviews a monthly management and compliance report that consolidates the Bank’s diverse commercial divisions. The committee analyzes business opportunities and identifies the steps necessary to achieve growth figures from the business plan for the product. This committee also reviews leasing industry trends and key competitor figures. The committee is comprised of Pablo Granifo Lavín, Chairman of the Board; Jorge Ergas Heymann, Director; Arturo Tagle Quiroz, CEO; Eduardo Ebensperger Orrego, Wholesale, Large Companies and Real Estate Division Manager; Jorge Tagle Ovalle, Commercial Banking Division Manager; Maria Soledad Aguad Facusse, Branch Network Manager; Cristian Peirano Novoa, Companies Product Manager; and Roberto Anguita Quintero, Lease Area Manager. 30 Corporate Governance This committee also reviews the estimated results that these financial positions generate in isolation in order to measure the riskreturn ratio of the treasury business related to managing financial positions, as well as changes in the use of capital and estimates of credit and market risk that we will face in the future. The committee also analyzes the international financial exposure of its liabilities and major credit exposures generated by derivative transactions. It is responsible for designing our policies and procedures for setting financial position limits and warning levels and for ensuring proper and timely measurement, control and reporting of these limits and levels. Policies and procedures are then submitted to our Board of Directors for approval. This committee is comprised of: Pablo Granifo Lavín, Chairman of the Board; Francisco Aristeguieta Silva, Director; Gonzalo Menéndez Duque; Director; Francisco Pérez Mackenna, Director; Juan Enrique Pino Visinteiner, Director; Arturo Tagle Quiroz, CEO; Alain Rochette García, Corporate and Investment Banking Division Manager; Mauricio Baeza Letelier, Corporate Risk Division Manager; Pedro Samhan Escandar, CFO; Sergio Karlezi Aboitiz, Treasury Division Manager; and Gonzalo Jimenez Parada, Financial Risk Area Manager. The committee meets once a month. Additional, extraordinary meetings may be called by the chairman, two directors or the Chief Executive Officer. RISK Service Quality Credit Risk This committee meets every two months. Its main objective is to prepare strategic guidelines for corporate decision making on customer service issues in all available channels. To accomplish this, it analyzes key indicators defined to monitor customer perception at a bank level and for key competitors. It also tracks projects and initiatives designed to increase the average length of customer relationships and customer recommendation indices, strengthening business growth and returns over the long term. Our corporate governance structure calls for various credit committees responsible for credit decisions in our diverse commercial segments based on the type of risk involved. The committee is led by Pablo Granifo Lavin, Chairman of the Board and includes Arturo Tagle Quiroz, CEO, Jorge Tagle Ovalle, Commercial Banking Division Manager; Eduardo Ebensperger Orrego, Wholesale, Large Companies and Real Estate Division Manager; Juan Cooper Álvarez, Consumer Banking Division Manager; the Operations and Technology Division Manager (currently vacant as of year-end 2013); Esteban Torrent Lopez, Commercial Banking Customer Service Manager; Julio Ramirez Gomez, Marketing and Product Manager; and Claudia Hernandez Soto-Aguilar, Commercial Banking Quality Area Manager. Guest members include Cristián Lagos Contardo, People and Organization Division Manager; and Álvaro Burrull Cornejo, Products and Services Division Manager. Each credit committee is responsible for defining the terms and conditions for accepting the counterparty risks considered in the loan evaluation, and is comprised of individuals with sufficient authority to make such decisions. The Corporate Risk Division participates in each committee independently and autonomously from our business areas. The highest of these committees is the Board Loan Committee, which is comprised of Arturo Tagle Quiroz, CEO; Mauricio Baeza Letelier, Corporate Risk Division Manager and at least three directors, who review all operations exceeding UF750,000 on a weekly basis. All Board members may participate in the board Loan Committee. Portfolio Risk The main function of this committee is to monitor changes in the composition of our loan portfolio from an overall perspective, as well as by industry, business segment, product, maturity and all other aspects that provide a broad vision of counterparty risk. This committee reviews in detail the Bank’s main risk exposure per economic group, debtor and payment behavior parameters such as default rates, past-due loan and impairment indicators, chargeoffs and allowances for the loan portfolio for each segment. It also monitors industry concentration within the framework of the Bank’s policy on limits per industry sector. This committee is responsible for approving and proposing segmented risk management strategies to the Board of Directors. This includes loan approval policies, portfolio evaluation methodologies and calculations of allowances to cover expected losses. The committee is also charged with analyzing the adequacy of our provisions, authorizing extraordinary loan charge-offs when recovery efforts have been exhausted, and controlling the liquidation of assets received in lieu of payment. It also reviews guidelines and methodologies for developing credit risk models, which are evaluated by the Internal Modeling Technical Oversight Committee. Corporate Governance 31 CORPORATE GOVERNANCE PRACTICES The Portfolio Risk Committee meets monthly and is comprised of Pablo Granifo Lavín, Chairman of the Board; Jaime Estévez Valencia, Director; Gonzalo Menéndez Duque, Director; Arturo Tagle Quiroz, CEO; Mauricio Baeza Letelier, Corporate Risk Division Manager; Jorge Tagle Ovalle, Commercial Banking Division Manager; Hernán Arancibia Sepulveda, Retail Risk Division Manager; and Ruby Rius Garcia, Risk Architecture Area Manager. Additional, extraordinary meetings may be called by the chairman, two directors or the Chief Executive Officer. annual campaign to update client information. The business and operational areas participate actively in this task. Asset Laundering Prevention •Approving specific initiatives concerning detection systems for unusual transactions, formal channels for reporting to senior levels and monitoring, analysis and reporting mechanisms. We have defined an asset laundering and terrorism financing prevention policy, approved by the Board of Directors, which details roles and responsibilities, committee structures and processes to be used for making decisions, gathering client information, monitoring transactions and reporting to the Financial Analysis Unit. Policies and procedures related to the Asset Laundering and Terrorism Finance Prevention System are intended to prevent the Bank from being used to legitimize assets from illicit activities and/ or as a vehicle to finance acts of terrorism. From a legal perspective, this system enables us to maintain strict compliance with current laws and regulations, promptly reporting suspicious operations and cash transactions over UF 450 that are detected by diverse control systems. It also allows us to properly protect our image and reputation, as well as keep operational, regulatory or legal risks under control. This committee’s main objective is to supervise the Bank’s Asset Laundering and Terrorism Finance Prevention System and periodically review and approve corporate policies on the matter. It is also involved in managing potential risks in a timely manner. In addition, the Compliance Division has focused efforts on continuously strengthening existing automated monitoring processes and incorporating new warning scenarios and new transactions. It has also continued with comprehensive training programs for all employees. In compliance with regulatory requirements on client information and with our current policies, this division conducts an 32 Corporate Governance The committee meets monthly and its functions involve: •Approving corporate policies concerning prevention of asset laundering and terrorism financing, including information gathering on customers and their activities, and acceptance and monitoring of their accounts, products and operations. •Appointing persons to perform specific functions in accordance with current regulations on the prevention of asset laundering and terrorism financing. •Analyzing the results of independent reviews conducted by both internal auditors and regulatory authorities to identify opportunities for improvement and verify compliance with current policies and procedures. •Approving the training program and being informed of staff training activities. •Staying informed of any matter within its scope, whether regarding customer information processes, customer transaction monitoring, suspicious transactions reports, cash transactions reports, regulatory changes, new internal controls, etc. •Reporting any related regulatory changes to the Board of Directors. This committee is comprised of Jorge Awad Mehech, independent director and chair of this committee; Pablo Granifo Lavín, Chairman of the Board; Raúl Anaya Elizalde, Director; Arturo Tagle Quiroz, CEO; Nelson Rojas Preter, General Counsel; the Operations and Technology Division Manager (currently vacant as of year-end Internal Modeling Technical Oversight 2013); and Andrés Lagos Vicuña, CEO of Banchile Administradora General de Fondos. The following individuals attend meetings and have the right to speak: Oscar Mehech Castellón, Controller; Felipe Echaiz Bonnemann, Global Compliance Division Manager and Cristián Rosales Morales, Asset Laundering Prevention and Terrorism Finance Area Manager. The main function of this committee is to provide methodological guidelines for developing, monitoring and documenting the diverse mathematical models used by the Bank to manage credit risk in large-scale segments where automated models are used. It ensures coherence among the models and compliance with minimum required standards of satisfaction. Operational Risk Executive In order to fulfill its mission, the committee reviews model development, verifies compliance with bank guidelines, defines monitoring standards and outlines action plans for continuous improvement. All models that need to be approved by the Portfolio Risk Committee or the Board of Directors must have prior endorsement from this committee. The Operational Risk Executive Committee is commissioned with identifying, prioritizing and establishing strategies to mitigate key operating risks; ensuring implementation of management models; establishing risk tolerance and appetite levels; and ensuring compliance with programs, policies and procedures regarding privacy and information security, business continuity and operational risk. This committee consists of Arturo Tagle Quiroz, CEO; Mauricio Baeza Letelier, Corporate Risk Division Manager; Pedro Samhan Escandar, CFO; the Operations and Technology Division (currently vacant as of year-end 2013), Jorge Tagle Ovalle, Commercial Banking Division Manager; Álvaro Burrul Cornejo, Products and Services Division Manager and Hugo Baranda Peralta, Operations and Technology Risk Area Manager. The following individuals attend meetings and have the right to speak: Oscar Mehech Castellón, Controller; Esteban Torrent López, Customer Service Manager; Nelson Rojas Preter, General Counsel and Osvaldo González García, Security Manager. Risk management also involves the Bank’s directors through quarterly presentations on such matters to the Directors’ and Audit Committee. This committee meets monthly and is comprised of Mauricio Baeza Letelier, Corporate Risk Division Manager; Hernán Arancibia Sepúlveda, Retail Risk Division Manager; Rolando Arias Sánchez, Research and Planning Area Manager; Ruby Rius García, Risk Architecture Area Manager; Roberto Guajardo Jara, Retail Risk Area Manager; and Guillermo Saez Saez, Information Intelligence Area Manager. Ethics The Ethics Committee is responsible for defining, promoting and regulating professional and personal conduct of excellence by all associates, in line with our philosophy and values, in response to the trust our customers place in us. To comply with these objectives and foster a culture of ethical behavior, the committee develops a series of activities related to rules, training and communications. During the year, this committee approved updates to a series of policies and procedures in light of new legislation. The committee is also the decision making authority for different circumstances in which there is a conflict between a certain conduct and the values promoted by the Bank. The members of this committee are: Cristián Lagos Contardo, People and Organization Division Manager; Nelson Rojas Preter, General Counsel; Oscar Mehech Castellón, CFO; Felipe Echaiz Bornemann, Global Compliance Division Manager; Jorge Tagle Ovalle, Commercial Banking Division Manager; Juan Cooper Corporate Governance 33 CORPORATE GOVERNANCE PRACTICES Policies and Procedures Álvarez, Consumer Banking Division Manager and Eduardo Ebensperger Orrego, Wholesale, Large Companies and Real Estate Division Manager. Disclosure Established in 2003, the Disclosure Committee is responsible for ensuring accurate market disclosure of consolidated financial information for the Bank and our subsidiaries. This committee is comprised of Pedro Samhan Escandar, CFO; Hector Hernandez Gonzalez, Chief Accountant; Hector Vallejos Stockebrand, Senior Lawyer for International Matters; Rolando Arias Sanchez, Research and Planning Area Manager; Miguel Bozo, Tax Area Manager; and Oscar Mehech Castellón, Controller (the latter attends meetings and has the right to speak). OTHER CORPORATE GOVERNANCE MATTERS Global Compliance One of the most important tasks of the Compliance division is to define internal regulations in conjunction with the General Counsel’s Office and the business, operations and financial control and management areas. It is also responsible for ensuring compliance with regulatory requirements established to prevent asset laundering and terrorism financing and for implementing and controlling the policies and procedures defined after the merger between Banco de Chile and Citibank. This Division, which is responsible for these matters throughout all areas of the Bank and all subsidiaries, operates independently and reports directly to the Directors’ and Audit Committee. 34 Corporate Governance The continuous development of the banking industry and the ongoing creation of new standards impacting it require the Bank to become a part of these changes and adjust its structure accordingly. In this sense, Banco de Chile has implemented a series of policies and control procedures to comply not only with the laws and regulations governing it, but also to attain the highest standards in ethics, corporate governance and quality. In 2013, the Compliance Division spearheaded efforts to implement and revise policies on personal investments, insider information, the code of ethics, fiduciary relationships, prohibitions on conditional credit products, mandatory absence, operational risk, prevention of dishonest practices and the crime prevention model contained in Chilean criminal liability law, etc. Both Banco de Chile and its subsidiaries are certified in accordance with Law 20,393. This year the Bank was once again certified by an independent entity in accordance with that law. DIRECTORS’ EXPENSES AND COMPENSATION RISK FACTORS The total amount paid as director remuneration for the year ended December 31, 2013 amounted to Ch$2.1 billion, as compensation for their services and attendance at meetings. No provision has been established for pensions, retirement or other similar benefits for board members or other senior executives. Chilean law does not require a Compensation Committee to be formed, but the Directors’ Committee should approve the remuneration and compensation plans of managers and senior executives. Further details are provided in Note 38 to our financial statements as of December 31, 2013. The risks and uncertainties described below are not the only factors that can affect the shareholders, bondholders or depositors of Banco de Chile. Additional risks and uncertainties that we do not know about or that we currently think are immaterial may also adversely impact our debt and equity instruments. Our growth and profitability depend on the level of economic activity in Chile. Our ability to increase our business volumes and results of operations, as well as enhance our financial condition depends significantly on the level of economic activity in Chile. The global financial crisis that impacted the Chilean economy in 2009 also affected the local banking industry due to deteriorated credit quality in loan portfolios. In contrast, the local economy experienced a significant upturn beginning in 2010, which led to a general improvement in the banking industry’s credit risk indicators. Nevertheless, we cannot assure that the Chilean economy will continue to grow in the future or that developments in the Chilean economy will not materially and adversely affect our business, financial condition or results of operations. Corporate Governance 35 CORPORATE GOVERNANCE PRACTICES Increased competition and industry consolidation may adversely affect our operations. Inflation, interest rate and exchange rate risk at Banco de Chile. The Chilean market for financial services is highly competitive. We compete with other Chilean and foreign banks; with Banco del Estado de Chile, a government-owned bank; with large department stores; with private compensation funds, and with savings and credit cooperatives. Banco de Chile grants diverse types of loans, including longterm loans (mortgage, general-purpose and commercial loans) and short or medium-term loans (consumer loans, working capital loans, special-purpose lines of credit and commercial loans). These loans can be granted at fixed or variable interest rates and can be denominated in different currencies. In addition, we face competition from other types of competitors, such as leasing, factoring and automobile financing companies (especially in consumer loan products), as well as mutual funds, pension funds and insurance companies, within the market for savings products and mortgage loans. Increasing competition within the Chilean banking industry has been accompanied by a consolidation trend in the industry in recent years. We expect that both of these trends will continue, which could adversely affect us. The Bank’s liabilities are also diverse in nature. They may be long, medium or short-term, at fixed or variable rates, and in different currencies. A large portion of our liabilities, mainly those generated through deposits, can be withdrawn on demand. Banco de Chile has a risk management policy for maintaining interest rate and currency positions. The Bank’s market risk management area establishes policies while another control area continuously monitors the evolution of these positions and the gains and losses they generate. These policies set limits for different market factors, which must be at least equal to limits established in banking regulations from the SBIF and the Chilean Central Bank. Inflation, interest rates and exchange rates are highly sensitive to diverse factors beyond our control, including the Central Bank’s monetary policy, deregulation of the Chilean financial system, local and international economic conditions, political conditions and other factors. Shifts in market factors that are unexpected or differ from expectations can have a material adverse effect on our operations, including our financial condition and results of operations. 36 Corporate Governance Liquidity risk may affect Banco de Chile’s ability to finance its operations and negatively affect its financial condition. Dependence on technology and systems. Immediate access to diverse funding sources is essential in any banking business, including at Banco de Chile. The normal functioning of any bank depends on continuous access to financial markets in order to obtain short and long-term funding. The inability to opportunely access funds needed for the institution’s normal operations places it at risk of defaulting on its obligations. The Bank’s business is highly dependent on information systems to correctly and reliably process a large number of transactions each day in diverse markets and product segments both quickly and efficiently. The proper functioning of diverse systems such as management control, risk management, accounting, customer service and other processes and systems is critical to the Bank’s business. Banco de Chile has back-up systems for its main systems that can be used in the event of a catastrophe or failures in primary systems. It has also established alternate communication networks. However, the Bank does not operate all systems simultaneously in real time. Business activities may be interrupted in the event of failure of primary systems or communication networks. Access to capital markets also forms an integral part of the Bank’s liquidity strategy. The Chilean banking industry must comply with regulations regarding the liquidity levels that each institution maintains. Banco de Chile’s ability to access funds may be affected by factors that are not specific to its operations, such as general market conditions, drastic interruptions in financial markets or adverse financial impacts. The Bank’s ability to maintain its competitiveness and achieve greater growth depends in part on constantly updating technology and systems. Changes or amendments to banking regulations may restrict our operations and thereby adversely affect our financial condition and results of operations. We are subject to regulation by the Superintendency of Banks (SBIF). In addition, we are subject to regulation by the Chilean Central Bank with respect to certain matters, including interest rates and foreign exchange transactions. Recently, regulators have issued several standards that affect fees and limit maximum interest rates that can be charged for financial transactions. There can be no assurance that regulators will not impose more restrictive limitations in the future on the activities of banks. Any such change could have a material adverse effect on us. Corporate Governance 37 03 STRATEGY Purpose, Mission And Vision Strategic Pillars PURPOSE, MISSION AND VISION OUR PURPOSE Our corporation contributes to the development of the country. Our purpose is to create conditions where both people and companies can grow, providing them with adequate solutions tailored to each stage in their development process. 40 Strategy OUR MISSION We are a leading, globally-connected financial corporation with a prestigious business tradition. We provide financial services of excellence to each customer segment, offering creative, flexible and effective solutions and thus ensuring value creation for our customers, shareholders and employees as well as the community at large. OUR VISION In everything we do, we constantly seek to be the best bank for our customers, the best place to work, and the best investment for our shareholders. We do so in a way that demonstrates our commitment to the people in our organization and the community in general. 41 STRATEGY BANCO DE CHILE HAS MADE A COMMITMENT TO OUR CUSTOMERS OUR EMPLOYEES OUR COMMUNITY OUR SHAREHOLDERS 42 Strategy Offer suitable, innovative products and services Provide excellent service with personalized, proactive attention Make customer service channels available at all times Cultivate relationships built on trust in order to become their main bank Offer merit-based opportunities for growth Encourage a respectful and cordial work environment Offer competitive compensation and benefits Provide technological tools and appropriate infrastructure Work to overcome adversity Strengthen the quality of education in Chile Finance entrepreneurship at all stages Care for the environment and support supplier development Lead the industry in profits and returns Be the frontrunner in business volumes Promote operating efficiency and productivity Conservatively manage risk STRATEGY Our business model is focused on business initiatives that generate significant economic value for shareholders, have appropriate risk levels and enable us to build long-term relationships with customers, based on segmented value propositions. LEAD THE RETAIL SEGMENT LEAD THE WHOLESALE SEGMENT In order to concentrate our efforts and accomplish our medium and long-term goals, we have identified six strategic focal points that we use as guidelines for the initiatives we undertake: During the year, we added two new focal points - ”Reputation” and “People and Organization of Excellence” - in order to better represent our corporate values. OPERATIONAL EXCELLENCE MAXIMIZE SERVICE QUALITY ALIGN PEOPLE / CULTURE / STRATEGY SOCIAL REPUTATION Strategy 43 STRATEGY LEAD THE RETAIL SEGMENT LEAD THE WHOLESALE SEGMENT Our institution is known for profitability ratios that surpass industry averages and key competitors. This achievement is the result of commercial policies focused on segments with large growth potential and limited risk, appropriately combining our commercial goals with a suitable risk-return ratio. In the Wholesale Banking Segment, our efforts are focused on maintaining our long-standing leading position in loans while improving returns in this segment, which is characterized for having tight margins. To accomplish this, we will concentrate on expanding cross sales of non-loan products and services, specifically cash management, investment banking and on-line services. We also aim to provide better coverage for new niche markets in the Companies Segment by increasing penetration of treasury products, improving our presence in leasing and factoring and promoting international deals by taking advantage of our strategic alliance with Citigroup. Our objective in the Retail Banking Segment is to grow by continuously developing and improving a global offering of products and services that provide considerable added value to the customer, which includes innovative service models tailored to each segment. We also believe it is important to expand the use of business intelligence tools to broaden our customer base and increase the productivity of our customer contact channels. As a result, we will focus on increasing consumer loan volumes, expanding payroll service arrangements with companies in order to increase payroll deduction loans and payroll advances, growing in SME loans and reinforcing the offering of credit products that build long-term relationships, such as payment media and retail mortgage loans. OPERATIONAL EXCELLENCE Our efforts here are focused on attaining high levels of productivity and controlling expenses, while strengthening these values within our organizational culture. We believe that a low-cost structure will have a growing impact on our ability to improve profitability, even more so in an increasingly competitive business environment with tighter regulatory requirements. In order to meet this goal, we have made progress on important technological developments, identified more synergies throughout our extensive branch network, simplified business processes and created safe, modern platforms to improve response times and boost productivity. The Bank has made continuous headway on this strategic pillar in recent years, and intends to continue improving by enhancing the use of technology as well as developing quicker and more flexible processes with an ongoing focus on customer satisfaction. 44 Strategy MAXIMIZE SERVICE QUALITY ALIGNING PEOPLE / CULTURE / STRATEGY Service quality is our main commitment to our customers. It is the main reason that allows us to sustain our business in the long term, strengthen the loyalty of our current customers and be the most recognized brand in the domestic banking industry. As a result, we are committed to continuously improving the customer experience in using our products, services and customer service channels. This vision has brought about concrete initiatives intended to directly or indirectly impact customer satisfaction, such as important advances in technology and the availability of remote channels, faster loan approval processes and response times and additional, bettertrained call center and sales staff. We are certain that human capital is both our main asset and a key differentiating element for the Bank to achieve its objectives. Thus, in order to consolidate our leadership across all focal points, we believe it is essential to have motivated, highly qualified team members with deeply ethical conduct who are aligned with our corporate values and goals. As a result, we seek to promote a distinctive culture within our team characterized by elements such as a clear customer focus, trust and responsibility, leadership and empowerment, collaboration, team work, innovation and ongoing improvement. SOCIAL REPUTATION This strategic focal point arose as a direct result of the profound changes in our society in recent years that have caused companies to look for different ways to relate more closely and more positively with the community in which they do business. Throughout our history, we have always supported the country’s development not only in our role as a bank financing the projects and endeavors of people and companies, but also through longterm commitments with important foundations addressing issues such as social reintegration, environmental protection, quality education, poverty and culture. The challenge that we have set for ourselves through this new focal point is to actively and consistently manage the Bank’s corporate reputation, strengthening its ties with Chile and the country’s economic and social issues. Strategy 45 04 CORPORATE SOCIAL RESPONSIBILITY Customers Associates Community Shareholders INTRODUCTION We recognize that carrying Chile’s name comes with a responsibility to the country. That is why Banco de Chile seeks to contribute to Chile’s development and progress for the benefit of all Chileans. We aim to provide our customers with service characterized by integrity in order to build long-term relationships built on trust. We strive to supply customers with pertinent, timely information; offer differentiated financial solutions; and provide customer service based on communication and flexible responses. Our employees are top-level professionals with a deep sense of ethics and responsibility for their work. We provide them with better working conditions as well as opportunities for holistic growth and development. 48 Corporate Social Responsibility Banco de Chile wants to share the fruits of our success with the community and continue contributing to the progress of the country and its people through projects that help shape a society with more opportunities for quality education, entrepreneurship and inclusion of disabled individuals. We will achieve our objective through employee commitment, aided by expert advice and the efficient communication of our Community Relations Programs. For our shareholders, we are committed to maximizing the Company’s long-term value through management based on integrity, transparent decision-making processes and sustainable growth. COMMITTED TO A BETTER CHILE FOR OUR CUSTOMERS I. CUSTOMERS In 2013, we worked hard to increase levels of customer satisfaction, preference and loyalty. Initiatives were implemented within the framework of the organization’s strategic business and value definitions, where transparency and trust are fundamental. 2013 Achievements Pertaining to service quality, all the Bank’s areas and subsidiaries coordinated efforts to intensify monitoring of operating indicators that impact quality. Indicators related to stability and availability of web services, ATMs and mobile banking were monitored in order to identify necessary improvements in various areas. Additionally, as part of the effort to fortify a culture of quality, Banco de Chile launched a major campaign called Our Heart, Our Customers (“Nuestro Corazón, Nuestros Clientes”) to reinforce everyday employee behaviors that contribute to greater customer satisfaction. The campaign focused on four key behaviors: fulfilling commitments responsibly within realistic, competitive timeframes; responding appropriately and on time in all processes; providing clear, precise information to encourage transparency and trust; and finally, getting to know colleagues and customers in order to understand their needs. To complement the campaign, significant efforts were made at the team leader level to include a high level of involvement in customer requests and complaints in the organization’s distinctive leadership style. In keeping with the values of trust and transparency, particular emphasis was placed on sales and post-sale processes for products and services. A special work flow was designed to keep the customer’s perspective at the core of all verbal and written communication while at the same time ensuring regulatory compliance. As a result, the process for responding to queries, problems and complaints was improved. Now, executives are responsible for providing comprehensive solutions to each customer’s problems. Corporate Social Responsibility 49 COMMITTED TO A BETTER CHILE FOR OUR CUSTOMERS These and other initiatives resulted in significant and substantial progress. The Net Promoter Score, a loyalty indicator that is widely used at the international level, rose more than 7 points relative to year-end 2012, placing Banco de Chile at the forefront among banks with loan market share above 10%. The second distinction was The Best Customer Experience for a Chilean Bank for the last quarter of 2013, granted by IZO, a Spanish consulting firm specializing in measuring customer experience. RECOMMENDATIONS (%) 68.4 64.9 62.3 61.9 1Q.2013 2Q.2013 58.6 4Q.2012 3Q.2013 4Q.2013 Evolución recomendación Banco The Bank was also honored with two important industry-level distinctions. The first was the Consumer Loyalty Award for the banking category, given by Diario Estrategia newspaper and Consultora Alco, a company specializing in consulting, research and training on customer experience and net promoter score methodology. 50 Corporate Social Responsibility In telephone banking, ratings for contactability and problem-solving improved by more than 10%. In customer satisfaction surveys on Internet use and telephone banking, ratings rose by 17% and 10%, respectively. Satisfaction with in-branch customer service by account executives, cashiers and the service desk continued to lead the industry. CUSTOMER SATISFACTION, ALL CHANNELS (%) 88.6 84.4 85.6 84.8 78.0 78.3 77.8 74.9 73.7 76.4 65.4 63.5 55.1 4Q.2012 Service Desk 90.7 81.1 79.8 77.6 69.0 79.1 65.8 67.5 73.0 61.3 Fostering a service quality-oriented culture also facilitated improved processing and resolution of customer complaints filed with the main regulatory bodies. The National Consumer Protection Agency (SERNAC) complaint rate dropped significantly in the first half of the year, from 4.0 to 3.3 complaints per 10,000 customers, relative to the same period in the year prior. Likewise, the SBIF complaint rate dropped from 3.9 to 2.3, when comparing the second quarters of each year. 51.5 1Q.2013 Cashiers 2Q.2013 Account Executives 3Q.2013 Internet 4Q.2013 Telephone Banking SERNAC AND SBIF COMPLAINT RATES (Number per 10,000 Customers) 4.0 3.9 3.3 2.3 1Q 2012 SERNAC 1Q 2013 2Q 2012 2Q 2013 SBIF In order to consolidate the progress made in 2013 and achieve leading customer experience standards, the Bank undertook a challenging company-wide project for 2014. During the first half of the year, we will work on design and diagnostics of the customer experience; customers and employees will play a leading role. In the second half of the year, we will begin implementing a series of concrete, corrective and preventative measures rooted in the findings from the initial diagnostic phase. These measures will be designed to build a solid foundation on which to establish a leading position that is conducive to sustaining the Bank’s success. We will continue to constantly innovate and improve our models, processes and skills. We are committed to achieving the excellent service standards that our customers deserve and which they repay with their loyalty and appreciation. Corporate Social Responsibility 51 COMMITTED TO A BETTER CHILE FOR OUR ASSOCIATES II. ASSOCIATES Development and Training The year 2013 was one of deep reflection on our organization’s purpose and mission. As part of this process, we have renewed our commitment to our employees. The values of excellence, trust, respect and loyalty are fundamental to Banco de Chile’s human resource management. This year, we focused intently on reinforcing and developing our employees’ skills. More than 10,300 associates participated in training. Of the total training hours logged, 44% were “e-learning” courses while 56% were classroom based. These training initiatives reached 94% of Banco de Chile employees. Aligning Corporate Culture and Strategy Highlights include the training provided to more than a thousand senior employees from all business segments, including managers, department heads and supervisors. The program taught and developed practices, skills and tools to help these leaders drive their respective teams toward the organization’s different objectives. Seventy four percent of the organization’s management participated in the program, which involved more than 18,000 training hours. The program was conducted in strategic partnership with important academic institutions, including Universidad de los Andes, Universidad de Chile and prestigious consultants specializing in the field. At Banco de Chile, it is essential that we work together to create a work environment that continuously fosters a culture of excellence, respect, meritocracy and pride in belonging to the organization. Based on that conviction, the People and Organization Division took on the ambitious project of defining the identity and purpose of each of the Bank’s support divisions, explicitly outlining each area’s value proposals. The results of this process were distributed and met with great acceptance by the Bank’s employees and leadership. The project strengthened the values of belonging and firmly aligned each team’s behaviors and objectives with the organization’s mission and strategic objectives. Along the same vein, a new methodology for managing the bank’s organizational structure was adopted. The Planning and Organizational Management Department was created to: bring the institution into alignment with the strategic focuses of each business, manage resources more efficiently and emphasize employee professional development. As of December 2013, the Bank had 14,723 employees, 11,023 of whom work for the Bank itself while 3,700 work for its subsidiaries. Average tenure is nine years and 50% of the employees are women. 52 Corporate Social Responsibility In addition to the programs listed above, Banco de Chile carried out initiatives to attract and train young professionals for strategic positions. The Bank’s division and area managers actively participated in the various events that were organized to identify new talent. Managers shared workforce development experiences and gave presentations on the tasks of each area. To date, 99 job candidates have been interviewed, 30 of which are in the final stage of the recruitment process. The individuals selected will take part in a program that includes an induction process and training rotations through several business units. Communication is Always Best In 2013, internal communication was crucial to developing and consolidating corporate culture; optimizing the timeliness and means of communication; and reinforcing strategic alignment through timely, clear and accurate new messages and channels. The most noteworthy communication initiatives were the Our Heart, Our Customers campaign and the Banco de Chile National Team (“Selección del Chile”), an opportunity for managers to recognize the member of their team that most embodies corporate conduct and values. In addition, the intranet channel and internal magazine (“Contacto”) were updated and leveraged as simple, effective tools for informing and promoting our identity. Quality of Life and Health In keeping with its commitment to employee well-being, the Bank offers a range of benefits and programs that promote physical and psychological health as well as support in several areas of recreation and overall well-being. Health initiatives were boosted in 2013, including expansion of the comprehensive health insurance (“Seguro Integral”). The impact and tremendous financial support provided by this coverage makes it one of the most-valued employee benefits. It covers an average universe of 24,000 beneficiaries (policy holders and legal dependents, spouse and children), who were reimbursed for more than 370,000 services this year. The Bank also continued its flu shot campaign and preventative health screenings for women and employees over 30, all of which have high participation rates and are highly valued. Likewise, the Bank’s counseling program (“Programa Orienta”), which provides psychological, social, legal and retirement guidance by external practitioners, is widely used and has provided more than 3,800 counseling sessions. One highlight among the counseling program’s activities was the I Vote for Me (“Yo Voto Por Mi”) campaign, which focused on identifying personal strengths and resources as well as the importance of those elements in building positive interpersonal relationships. A total of 23 regional offices and more than 400 employees participated. Finally, the already consolidated ActiveChile (“Chileactivo”) program offered various sports, cultural and recreational initiatives for employees and their families. More than 2,000 people participated in the activities offered outside of Santiago. Within Santiago, large numbers of employees and their families participate in the organization’s 13 sports leagues, 7 children’s training camps and cultural workshops. The results of the annual Work Climate Survey reflected the effort and success of these and other People and Organization Division initiatives. The survey assessed three main dimensions: organizational structure, career development potential and interpersonal relationships. The 2013 overall rating of 84% was noteworthy. Corporate Social Responsibility 53 COMMITTED TO A BETTER CHILE FOR THE COMMUNITY III. COMMUNITY Our contribution and commitment to the community is embodied in projects that provide more opportunities, with a particular focus on: quality education, entrepreneurship, and integration and development of individuals with different abilities. The organization and all of its employees are constantly committed to building a more inclusive, compassionate society. Desafío Levantemos Chile and Banco de Chile Build a Better Chile Together Banco de Chile and Desafío Levantemos Chile work hand in hand in a partnership through which the Bank funds a portion of the foundation’s operations. This support allows Desafío Levantemos Chile to focus its energy on helping those who need it most and use all donations to finance charitable projects. Since the partnership began in 2012, more than 120,000 Chileans from Arica to Puerto Williams have benefited in various areas, such as: entrepreneurship, health, education, culture, sports, emergency response and volunteering. The foundation made an especially noteworthy contribution to entrepreneurship, specifically low-income micro-entrepreneurs, with the inauguration of Felipe Cubillos Sigall Entrepreneurship Schools in Estación Central (2012) and Valdivia (2013). These schools help entrepreneurs better plan their business ventures with training on subjects such as: management, finance, legal issues and marketing. To date, more than 500 micro-entrepreneurs have attended the schools. Likewise, the 50 Challenges for Chile (“50 Desafíos para Chile”) program, sponsored by Banco de Chile and Desafío Levantemos Chile, issued an open invitation to submit community development proposals. More than 1,000 proposals 54 Corporate Social Responsibility were submitted and 50 were chosen, benefiting more than 58,000 Chileans throughout the country. COMMITTED TO A CHILE THAT OVERCOMES ADVERSITY Teletón Foundation: A Year of Art and Sports As for the organization’s commitment to disabled persons, Banco de Chile continues to support the work of the Teletón Foundation (“Fundación Teletón”) in its 11 centers throughout the country, which serve more than 30,000 disabled children and youth each year. This year, Teletón and Banco de Chile joined forces to organize the First Inclusive Art Biennale, an innovative project that seeks to draw attention to the talent and abilities of individuals regardless of their physical condition. The initiative included a selection of artwork by Teletón artists and established Chilean artists, displaying the pieces together, creating a first-of-its-kind exhibit on the Chilean art-culture circuit. Similarly, 2013 marked 16 years of uninterrupted support and promotion of wheelchair tennis. This year, more than 50 disabled tennis players from Chile and abroad participated. Macarena Cabillana, a professional tennis player, has logged considerable accomplishments since our Bank began sponsoring her in 2011. She went from 135th in the women’s world ranking to 25th at the end of 2013. Currently ranked second in Chile, she has certainly made a tremendous contribution to Chilean sports and is an example of effort, perseverance and overcoming hardship. Quality Education Available to Everyone Banco de Chile has been working with and contributing to the Astoreca Foundation (“Fundación Astoreca”) since 2004. The Astoreca Foundation provides quality education to underprivileged children and youth through its schools: San Joaquín de Renca and San José de Lampa. When it opens in March 2014, a new school—Colegio San Juan—will serve nearly 1,200 children. With this new establishment, the three schools will provide an exceptional education to approximately 3,000 children and youth from vulnerable sectors of society. Furthermore, as a way of rewarding effort, Banco CrediChile awarded the Academic Excellence Award (“Premio de Excelencia Académica”) for the fourth consecutive year. In 2013, seven students from the San José de Lampa school were recognized, awarded academic scholarships and a savings account. All of this took place during the Banco CrediChile annual Christmas drive (“Navidad con Sentido”). Thanks to the solidarity shown by division employees, nearly 900 students from the schools enjoyed a day of joy and fun, including presents. In 2012, San Joaquín de Renca and San José de Lampa achieved standardized test (SIMCE) scores far above municipality averages as well as national averages for public and subsidized schools. In fact, the schools’ 2012 scores approximated the average scores earned at private schools. Banco de Chile PSU Scholarship The Astoreca Foundation supports the Educating Together (“Educando Juntos”) web site initiative, which publishes success stories of underprivileged primary and secondary schools that have attained outstanding results. The site makes the stories and their best practices available at no cost to schools throughout the country. Another initiative, Astoreca Training (“Astoreca Capacitaciones”), provides teaching faculty with training on first-rate educational methods. Each year, an average of 600 teachers throughout the country receives training and 270 classrooms receive additional support in the form of monitoring implementation of those techniques. To reward effort and academic excellence among the country’s youth, Banco de Chile has, for the last 21 years, awarded the PSU Scholarship to the student who earns the nation’s best average score (language and mathematics) on the university entrance exam (PSU). This scholarship covers full tuition and fees for the duration of the student’s chosen degree program, as well as a monthly allowance for other expenses. In 2013, scholarship recipient José González Pincheira obtained the highest possible scores on the mathematics, language and science tests. The Instituto Nacional alumnus graduated with a GPA of 6.77 (on a 7.0-point scale). The eight current Banco de Chile scholarship recipients are pursuing degrees in medicine, civil engineering, business administration and law at Pontificia Universidad Católica de Chile and Universidad de Chile. Corporate Social Responsibility 55 COMMITTED TO A BETTER CHILE FOR THE COMUNITY Bridging the Digital Divide Supporting the Most Vulnerable In an effort to provide opportunities for low-income communities to access technology and new ways of communicating, Banco de Chile donated nearly 3,500 computers and more than 3,700 computing accessories to Fundación Chilenter, an institution dedicated to bridging the digital divide and fomenting electronic recycling in Chile. For the past 18 years, Banchile Inversiones has supported the Young Christ Educational and Charity Organization (“Corporación Educacional y de Beneficencia Cristo Joven”), a leader among Chilean non-profit organizations, which focuses on prevention and protection of socially at-risk children. The foundation currently has nine centers and preschools in the municipalities of Peñalolén, La Cisterna, La Pintana, and Quilicura, where it cares for more than 1,500 low-income children and youth. It also offers nurseries, preschools, after school care, educational reinsertion, as well as preventative programs and psychosocial support for families. International Commitment Each year, 17 students and two professors from the Universidad Católica MBA program travel to China to learn about Chinese culture and business as part of the Conducting Business in Chile/ China program. The Banco de Chile-supported initiative, which has been underway for seven years, also allows 17 students and three professors from the MBA program at the School of Economics and Management at the University of Tsinghua in Beijing to visit Chile. In total, 240 students have participated in the exchange program. 56 Corporate Social Responsibility Similarly, Banco de Chile and its employees make annual donations through Hogar de Cristo’s corporate matching program. The contributions total 46% of the annual national budget for the Hogar de Cristo senior citizen centers (“CEAM”). The centers offer shelter to individuals in extreme poverty, providing meals and giving them the opportunity to participate in workshops and activities that reinforce autonomy. The Bank’s subsidiary, Socofin and its employees, also donate monthly funding for a Hogar de Cristo women’s shelter in Santiago. 2013 National Encounter of Youth Orchestras Energy Efficiency and Recycling With the support of Banco de Chile, CCU and Antofagasta Minerals, the 2013 National Encounter of Youth Orchestras was held in the city of Antofagasta. More than 1,200 young people and 16 orchestras from the Chilean Foundation of Youth and Children’s Orchestras (“Fundación de Orquestas Juveniles e Infantiles de Chile”) came together for a variety of musical activities, culminating in a grand concert in the ruins of Huanchaca. In 2013, Banco de Chile implemented various initiatives aimed at reducing its environmental impact and fostering a culture of environmental awareness. This year, Banco de Chile recycled 145 tons of paper and reduced its energy consumption by more than three million kWh. The foundation aims to support the country’s social, cultural and educational development through participation in orchestras. It aims to bring music to everyone and to develop the values of perseverance, solidarity and commitment in its participants. One of the highlights of the environmental initiatives was Banco CrediChile’s campaign to collect one million cans at branches throughout the country. During the campaign, which attracted strong support, Banco CrediChile employees gave talks on recycling and its environmental benefits at participating educational institutions. The campaign culminated in the donation of 300 recycling containers to participating institutions. Banco de Chile Supports Women who Make a Difference In recent decades, we have witnessed a sustained increase in the number of women holding key positions in several areas of life, whether economic, social, political or cultural. Women are experiencing increased autonomy and becoming protagonists in the new Chilean society that is taking shape. In Chile, there is a high rate of female heads of household whose earnings are their family’s primary source of income, making them financially responsible for others. Women also play a fundamental role at Banco de Chile, comprising 50% of the workforce. That is why we have supported the first-ever Women’s Impact Award (“Mujer Impacta”). The award was bestowed upon five women throughout Chile who have produced changes in their families, workplace or home, improving society and their surroundings. Corporate Social Responsibility 57 COMMITTED TO A BETTER CHILE FOR OUR SHAREHOLDERS IV. SHAREHOLDERS Banco de Chile is constantly committed to creating value for our shareholders. We understand that conduct through action is the way to achieve our corporate purpose and mission. The transparency, timeliness and veracity of the information presented to the financial community have built trust on a day-to-day basis and have earned the Bank a distinguished reputation on the market and amongst our shareholders. BANCO DE CHILE’S SHARE PRICE VS. IPSA INDEX (Base 100) 110 105 100 95 90 Banco de Chile: The Financial Institution with the Highest Market Cap in 85 80 Chile Dec.12 As a result of consistent strategy, successful commercial and financial management, and conservative risk policies, Banco de Chile stock performed exceptionally in 2013. As of year-end, Banco de Chile’s share price on the Santiago Stock Exchange was Ch$ 76.3, giving a market capitalization as of that date of approximately US$ 13.5 billion and making Banco de Chile the most wellcapitalized financial institution in the country. Despite complex international conditions and poor local market performance in 2013, the share price increased by 5.2%, adjusted for capital events, over the closing value in 2012. This figure compares favorably with the IPSA, which decreased by 14.0% during the same period. Banco de Chile Corporate Social Responsibility Jun.13 Sep.13 Dec.13 IPSA Nominal Values (unadjusted) Share ($) ADS (US$) Closing value 2012 77.39 96.50 Closing value 2013 76.30 87.80 High for the year 2013 80.31 102.00 Low for the year 2013 69.01 81.00 Source: Bloomberg 58 Mar.13 Banco de Chile: Bank with Best Credit Rating in Latin America (Long-term International Risk Rating) In reflection of the Bank’s performance, Banco de Chile has positioned itself as the private bank with the best risk rating in Latin America, earning an ‘A+’ rating from international risk rating agency Standard & Poor’s. This achievement is the result of a solid market position, outstanding performance in risk matters, stable returns and adequate capitalization and liquidity. Banco de Chile: Solid Capital Base and Increased International Visibility Banco de Chile began a new capital increase process in late 2012, issuing 3,939,489,442 new shares, the equivalent of 4.28% of shares after placement. The process finalized on March 25, 2013, with a public auction of the unsubscribed shares from the two preferential offer periods, increasing the Bank’s capital by Ch$ 250,000 million. The main objectives of this share issuance were: (i) to take advantage of positive projections for the economy and the industry, (ii) to sustain the Bank’s medium-term growth, (iii) to strengthen its capital base and (iv) to increase the share’s free-float in order to increase its depth in financial markets and make it more attractive to local and international investors. In this context and as a reflection of the commitment of our main shareholders, the controlling shareholders refrained from exercising their preferential rights in this process, in favor of increasing freefloat. These initiatives, along with participation in various Chilean and international conferences, non-deal road shows in Europe and numerous individual meetings with investors, have increased the share’s visibility and maintained an attractive traded volume. INTERNATIONAL RATING Rating S&P MOODY'S International Currency Short-term A-1 P-1 Long-term A+ Aa3 Short-term A-1 P-1 Long-term A+ Aa3 Stable Stable Chilean Pesos Outlook LOCAL RATING Rating Fitch Feller-Rate Short-term L 1+ Level 1+ Long-term AAA AAA Letters of Credit AAA AAA Bonds AAA AAA AA AA+ Subordinated Bonds Shares Outlook First Class, Level 1 First Class, Level 1 Stable Corporate Social Responsibility Stable 59 COMMITTED TO A BETTER CHILE FOR OUR SHAREHOLDERS Banco de Chile: Attractive Dividends and Returns Banco de Chile shares are traded on local stock markets as well as the New York and London stock exchanges. On the New York and London markets, the shares are traded in the form of American Depositary Shares (ADS), each equivalent to 600 shares of Banco de Chile. As of December 31, 2013, there are 93,175,043,991 subscribed and paid shares of Banco de Chile, which is identified locally with the ticker “Chile.” Chilean Stock Exchanges New York Stock Exchange London Stock Exchange Shares ADS ADS Chile BCH BODD - JP Morgan Chase Bank JP Morgan Chase Bank Instrument Traded Ticker Depositary Bank DAILY TRADED VOLUME – BANCO DE CHILE SHARES (1) (In millions of US$) Capital Increase March 2011 Capital Increase December 2012 Free Float 12.1% Free Float 15.7% Free Float 17.6% Vol. Daily Traded Volume MUS$4 Vol. Daily Traded Volume MUS$8 MUS$7 (ex. MSCI)(2) Vol. Daily Traded Volume MUS$7 Dec.09 Dec.10 Dec.11 Dec.12 Dec.13 (1)Includes volume traded in Chile and the US. Average volume traded in the last 60 days. Closing exchange rate for each day. 60 Corporate Social Responsibility Banco de Chile’s management is confident in its business strategy and deeply committed to its shareholders. Over time, the Bank has established a sound ability to generate income while striking a proven balance between business development, risk and use of capital. In its commercial management, Banco de Chile has demonstrated distinctive agility and flexibility—increasingly relevant strengths in the face of changing, less predictable environments. As a result of this coordinated and consistent work, we have become an attractive and prominent investment alternative. We currently boast some of the best dividend returns offered by a banking institution, in Chile and all of Latin America. In comparative terms, the total return on Banco de Chile’s shares in the last four years has surpassed the total returns obtained by the IPSA. Banco de Chile: Dividend Policy In the ordinary shareholders’ meeting held in March 2010, shareholders agreed to introduce a transitory article into our bylaws establishing that—for the purposes of Law No. 19,396 and the agreement signed November 8, 1996 between the Chilean Central Bank and Banco de Chile, currently SM Chile S.A.—the Bank’s distributable net income will be calculated by first subtracting or adding the effect of inflation on paid-in capital and reserves for the year and their corresponding variations. For the purposes of this calculation, paid-in capital and reserves shall be adjusted based on the percent variation in the consumer price index for the period between the last day of the second month prior to the beginning of the fiscal year and the last day of the month prior to the balance sheet date. The difference between net income and distributable net income shall be recorded in a special reserve account and may not be distributed or capitalized. This transitory article shall be in effect until the obligation referred to in Law 19,396, which SM-Chile S.A. holds directly or through its subsidiary SAOS S.A. with the Chilean Central Bank, is extinguished. In 2010, the Bank distributed 100% of its distributable income as cash dividends, while in 2009, 2011 and other prior years, it distributed 70% of its distributable income as cash dividends and the remaining 30% in stock dividends. 2009 2010 2011 2012 2013 Distributed in cash dividends 70% 100% 70% 70% 70% Distributed in stock dividends 30% 0% 30% 30% 30% Ch$ 2.36 Ch$ 3.50 Ch$2.94 Ch$ 2.98 Ch$ 3.42 3.2% - 1.9% 1.9% 2.0% Ch$39.50 Ch$34.90 Ch$52.45 Ch$ 63.77 Ch$ 76.34 6.0% 10.0% 5.6% 4.7% 4.5% Total return2 Banco de Chile 46.0% 61.1% 8.5% 15.9% 5.0% Total return2 IPSA Index 50.7% 37.6% -15.2% 3.0% -14.0% Cash dividend per share Stock dividends (per share) (1) Stock's ex-dividend price from the prior year Dividend yield 1 (1)Does not include stock dividends. (2)Source: Bloomberg. “Total return index”, includes capital gains and assumes reinvestment of dividends. PER SHARE RATIOS Nominal Values 2009 2010 2011 2012 2013 Net Income (Ch$) 3.1 4.6 4.9 5.3 (**) 5.5 Distributable Net Income (Ch$) 3.5 4.2 4.3 4.9 (**) 5.0 Price-Earnings (times) 14.4 15.0 14.3 14.6 13.8 Price-to-Book(*) (times) 2.9 4.1 3.5 3.4 3.1 82,551,699,423 82,551,699,423 86,942,514,973 88,037,813,511 (**) 93,175,043,991 Total Number of Shares as of December 31 (*) Includes capital, reserves, valuation accounts and retained earnings from prior years. Corporate Social Responsibility 61 COMMITTED TO A BETTER CHILE FOR OUR SHAREHOLDERS Banco de Chile Shareholders As of December 31, 2013, Banco de Chile has 13,057 shareholders. LQ Inversiones Financieras S.A. and Inversiones LQ-SM Ltda., subsidiaries of Quiñenco S.A., and Citigroup Inc., directly control 32.74% of the shares of Banco de Chile and indirectly control 25.7% through Sociedad Matriz Banco de Chile S.A., or SM-Chile S.A. (hereinafter “SM-Chile”). In all, LQ Inversiones Financieras S.A. controls 58.4% of the Bank’s shares and its voting rights. Under the strategic partnership agreement between Quiñenco and Citigroup Inc. for the merger by incorporation of Citibank Chile into Banco de Chile, Citigroup Inc. took a shareholding in LQIF, with an initial holding of 32.96%, which it later increased to 50% of LQIF. An essential feature of this partnership is the agreement that Quiñenco will at all times continue to be the controller of LQIF and the companies that LQIF directly or indirectly controls. Formed in 1996, Sociedad Matriz del Banco de Chile S.A. (SMChile S.A.) is a publicly-held corporation that was established to resolve the subordinated obligation with the Chilean Central Bank as a result of the 1982-1983 economic crisis. SM-Chile S.A., which is the entity originally formed as Banco de Chile in 1893, created a new wholly-owned subsidiary (currently Banco de Chile) to which it transferred its name, its assets and its liabilities, except for the subordinated obligation with the Chilean Central Bank. SM-Chile S.A. trades its shares on local stock markets and is governed by the provisions of Law 19,396 and regulated by the SBIF. As of December 31, 2013, SM-Chile S.A. has a total of 18,116 shareholders who directly exercise their voting rights in the shares of Banco de Chile held by S.M.-Chile S.A. and its subsidiary Sociedad Administradora de la Obligación Subordinada S.A. (SAOS S.A.). 62 Corporate Social Responsibility SAOS S.A. is a privately-held corporation and wholly-owned subsidiary of SM-Chile S.A. Its shares are pledged in favor of the Chilean Central Bank to guarantee payment of its subordinated obligation, pursuant to the agreement entered into in 1996 between this company and the Central Bank. The restructuring agreement considers that the subordinated obligation with the Central Bank is the exclusive responsibility of SAOS S.A., establishing a 40-year repayment term in equal annual installments with annual interest of 5%, denominated in Unidades de Fomento. Dividends received on these shares are the sole source of income for SAOS S.A. and are applied each year to repaying this obligation. The shares pledged in favor of the Chilean Central Bank are equivalent to 30.7% of the shares of Banco de Chile plus 0.6% of the dividends received by shareholders of Series A shares of SMChile S.A., which, as committed, must be transferred each year to SAOS. Therefore, the Chilean Central Bank has direct and indirect rights over 31.3% of shares. As established in article 31 of Law No. 19,396, the Central Bank has the right to request that 100% of the distributable net income owed to SAOS S.A. be paid in cash rather than in stock dividends used to capitalize a portion of net income. Should the corresponding dividends be insufficient to cover the established annual installment, SAOS S.A. may maintain an accumulated deficit balance with the Central Bank that it commits to repay with future dividends. Should the deficit balance exceed 20% of the Bank’s capital and reserves, the Central Bank may require SAOS S.A. to sell a number of shares sufficient to repay the whole accumulated deficit. As of December 31, 2013, SAOS S.A. has an accumulated surplus with the Central Bank of UF 15,634,989.72. This surplus is denominated in UF and accrues annual interest of 5%. Minority Shareholders 20 MAIN SHAREHOLDERS AS OF DECEMBER 31, 2013 Shareholders Ownership Interest LQ Inversiones Financieras S.A. 32.58% Sociedad Administradora de la Obligación Subordinada S.A. 30.69% Sociedad Matriz del Banco de Chile S.A. 13.03% Banco de Chile (on behalf of third parties) 3.10% Banco Itau Chile (on behalf of third parties) 2.23% EVER 1 BAE SPA 2.20% EVER CHILE SPA 2.20% Banchile Corredores de Bolsa S.A. 2.04% Inversiones Aspen Ltda.. 1.52% Banco Santander (on behalf of foreign investors) 1.23% J.P. Morgan Chase Bank (Depositary Bank) 0.96% Inversiones Avenida Borgoño Ltda 0.49% BTG Pactual Chile S.A. Corredores de Bolsa S.A. 0.45% LarrainVial S.A. Corredores de Bolsa S.A. 0.45% BCI Corredores de Bolsa S.A. 0.30% Santander S.A. Corredores de Bolsa S.A. 0.26% AFP Provida S.A. 0.25% Inversiones CDP Ltda 0.22% AFP Cuprum S.A. 0.19% Inversiones LQ-SM Ltda 0.17% As of December 31, 2013, the shareholders of Banco de Chile that do not belong to the LQIF Group, the Ergas Group, or SM-Chile directly control 17.6% of the Bank’s shares. The shareholders of SM-Chile that do not belong to the LQIF Group or the Ergas Group control an additional 18.1% of voting rights in the Bank’s shares, thus giving minority shareholders a total of 35.7% of the voting rights. This group includes the Chilean Pension Fund Administrators (AFPs), with 1.1% of the voting rights, and 1.0% held in the form of American Depositary Shares (ADS). DIRECT AND INDIRECT OWNERSHIP (VOTING RIGHTS) 18.1% (3) 58.4% (1) (6) 17.6% (2) (6) 5.9% LQIF Ergas Group Other Direct Shareholders Other Indirect Shareholders ECONOMIC RIGHTS TO 2013 NET INCOME (5) 5.3% (3) 17.6% (2) 39.9% (4) 5.9% 31.3% (5) LQIF Ergas Group Other Direct Shareholders Other Indirect Shareholders SAOS (1)Includes direct interest of 32.7% and indirect interest via SM Chile S.A. of 25.7%. (2)Corresponds to direct shareholders of Banco de Chile other than LQIF and ERGAS. (3)Corresponds to shareholders other than LQIF and ERGAS that, through their interest in SM Chile S.A., have rights in Banco de Chile. (4)Includes direct interest of 32.7% and indirect interest via SM Chile S.A. of 7.2%. (5)Includes 0.6% of the dividends received by shareholders of Series A shares of SM-Chile S.A., which, as committed, must be transferred each year to SAOS S.A. (6)As a result of the secondary share offering carried out in January 2014 by the Bank’s controller LQIF, its interest was reduced to 51.2% and, consequently, other direct shareholders increased to 24.8%. Corporate Social Responsibility 63 05 ECONOMIC AND FINANCIAL ENVIRONMENT The Global Economy The Local Economy Chilean Banking System THE GLOBAL ECONOMY •Global GDP expanded 3.0% in 2013, which is the lowest figure seen since the economy began to recover in 2010. This limited growth is linked to economic stagnation in developed economies and greater deceleration in emerging economies. •Important fiscal adjustments and a decline in private consumption limited growth in developed countries while reduced internal demand and a drop in commodities prices weakened economic activity in emerging countries. •In this scenario, monetary policies remained highly expansionary in the developed world and were eased in some emerging countries, all within a global context of low inflation. •For 2014, the IMF forecasts global growth of 3.7%, driven by the strengthening recovery of developed countries and an upturn in emerging economies. In early 2013, global economic outlooks were positive, forecasting growth beyond 2012 figures. However, despite reduced financial tensions in the eurozone, the economy lost momentum and posted weaker figures than the prior year. As a result, global GDP rose 3.0% in 2013 according to the latest estimates from the IMF. This growth was impacted by the extensive recession in the eurozone, decreased activity in the United States and greater-than-expected deceleration in the emerging world. In this scenario, monetary policies remained highly expansionary in developed countries and continued to be eased in emerging countries, where drops in exchange rates, less favorable external financing conditions and capital outflows impacted their economies. 66 Economic and Financial Environment In the developed world, the United States posted GDP growth of 1.9% for the year in 2013, below both its average for the last three years and its forecasted growth potential. This decreased figure was to a large extent explained by the government’s automatic spending cuts, the elimination of tax exemptions and increased taxation of high-income households, measures that are estimated to have reduced economic expansion by one percentage point. In this context, the FED sustained its expansionary monetary policy by maintaining the monetary policy rate at 0.25% (annual) and continuing its asset purchase program (known as QE3), which became less effective during the second half of the year because of positive economic figures, and the announcement from the FED Chairman to retire this program that raised long-term interest rates. As a result, the Federal Reserve began to gradually terminate this program in December 2013, but remained committed to maintaining the monetary policy rate at the minimum for a prolonged period. Although the U.S. economy was less active in 2013, a better performing labor market, which brought unemployment figures to below 7%; recovering stock markets and housing prices; and improved household and corporate expectations all point to a more lasting recovery in 2014. In effect, the positive evolution of these indicators places growth forecasts at around 3.0% for 2014. Within the eurozone, the scenario remains complex. GDP contracted for the second consecutive year, explained in part by fiscal adjustments in major eurozone countries and the delicate financial and macroeconomic situation still present in the region, which has slowed recovery of loans and household consumption. In addition, the major economies of Germany and France posted near-zero growth figures for the year. However, the diverse measures adopted by the European Central Bank over the past few years, including the recent reduction of the monetary policy rate to 0.25%, have calmed the market and increased confidence, translating into improved financing conditions for the most affected countries, recovering stock markets and the end of the recession during the second half of the year. For 2014, the eurozone is expected to continue this recovery process, attaining growth of around 1.0%. Emerging economies continued to drive global GDP albeit at a more moderate pace. Within this group, China experienced 7.7% expansion for the year. Despite being below its average for the last decade, this figure is consistent with the government’s desire to put up with lower growth in pursuit of a more balanced internal demand structure and to resolve some imbalances in the financial market. The evolution of the Chinese economy adversely affected the rest of the world, especially those countries with stronger commercial ties with China such as emerging Asia and Latin America. It also influenced the declining trend in the price of some commodities. Accompanied by tighter external financing conditions, these circumstances set the stage for a less expansive scenario for this group of countries, reflected in successive downward corrections in economic expectations. Within Latin America, most economies decelerated during 2013. The case of Mexico is worth highlighting because of its importance in the region; it dropped from 3.7% in 2012 to slightly above 1% in 2013. Brazil recovered slightly in 2013, posting growth of 2.3%. However, this figure was not enough to prevent the region as a whole from decelerating slightly during the year, with aggregate expansion of 2.6%. For 2014, regional outlooks are less favorable than for the rest of the emerging world, influenced by discouraging expectations for Brazil, which represents more than 40% of Latin America’s GDP and is facing serious inflation problems, more restrictive monetary policy and major infrastructure challenges. Overall, the region’s GDP should rise around 3% in 2014. After three years of deceleration and important macroeconomic adjustments, the global economy seems to have laid the foundations for attaining growth more in line with trends in 2014. The end of the recession in Europe and a more favorable environment in the rest of the developed world, driven by the recovery of the world’s largest economy, should invigorate global GDP growth during 2014. However, some risks still threaten this scenario. First, the withdrawal of monetary stimulus in the U.S. is imminent and will add uncertainty and volatility to the markets. In addition, China’s performance and its path toward more balanced growth, together with the imbalances in its banking system, may considerably decelerate its economy and, consequently, the rest of the emerging world. However, in the core scenario, this adjustment is predicted to be gradual and Chinese authorities are expected to know how to control these vulnerabilities. Overall, the IMF forecasts that global GDP will expand 3.7% during 2014. Economic and Financial Environment 67 THE GLOBAL ECONOMY GLOBAL GROWTH U.S. TREASURY BONDS (10 YEAR) (Real variation in 12 months, %) (%) Period 3.5 2010 2011 2012 2013 (e) World 5.1 3.9 3.1 3.0 Developed Economies 3.0 1.7 1.4 1.3 United States 2.4 1.8 2.8 1.9 Eurozone 2.0 1.5 -0.7 -0.4 Japan 4.5 -0.6 1.4 1.7 Dec.12 Other 4.4 2.8 1.5 2.0 Source: Bloomberg 7.4 6.2 5.1 5.4 China 10.4 9.3 7.7 7.7 India 10.1 6.3 3.2 4.4 Brazil 7.5 2.7 1.0 2.3 Other 5.3 4.9 4.5 4.6 6.2 4.6 3.0 2.6 Mexico 5.6 4.0 3.7 1.2 Chile 5.8 5.9 5.6 4.0 Colombia 4.0 6.6 4.0 3.7 Peru 8.8 6.9 6.3 5.4 Other 5.8 3.9 1.9 2.4 3.0 2.5 2.0 1.5 1.0 Emerging Economies Latin America Mar.13 Source: IMF. 68 Economic and Financial Environment Sep.13 Dec.13 METAL PRICES (Index Dec. 2012 = 100) 110 100 90 80 70 60 50 Dec. 2012 (e) Estimate. Jun.13 Copper Apr. 2012 Gold Source: Banco Central Silver Aug. 2013 Dec. 2013 THE LOCAL ECONOMY •Chilean GDP grew 4.0% during 2013 due to decelerated internal demand, decreased activity from the country’s main trade partners and the deterioration of emerging economies on a global level. •Gross fixed capital formation was the most affected component of internal demand, due to the end of the mining investment cycle, a worsened outlook for copper prices and less optimistic corporate expectations. •In this scenario, inflation remained limited during a large part of the period, ending the year in line with the Central Bank target at 3.0% as of December 2013. •Economic deceleration and its possible effects on inflation forecasts led the Central Bank to reduce the Monetary Policy Rate by 50 points, leaving it at 4.5% as of year end. As expected, the local economy was less active in 2013--with estimated GDP growth of 4.0%--after expanding almost 6% for three consecutive years. Although below its growth potential, the 2013 figure surpasses global and regional averages. During the year, deceleration was concentrated in practically all industries. Internal demand stabilized, influenced by the gradual deceleration of household consumption patterns and a steeper adjustment in investment. Inflation remained limited during the first half of the year and then fell in line with the medium-term target, ending at 3.0% for the year. In this scenario, the Central Bank decided to reduce the Monetary Policy Rate by 50 basis points during the last quarter of the year once deceleration strengthened. According to its most recent Monetary Policy Report, the Central Bank expects deceleration to extend into 2014. On an industry level, economic growth was led by commerce, financial services, energy and mining, offset by negative performances in the manufacturing, construction and corporate services industries. The latter is the result of decreased investment by large companies. From a spending perspective, private consumption continued to be the main component of growth, expanding over 5% for the year. Durable goods stood out once again with double-digit increases. Low unemployment, which averaged 6%, together with positive growth in real salaries, kept household expectations optimistic. However, along with GDP deceleration, consumption showed signs of deceleration and held that declining trend from one quarter to the next. In the future, this variable is expected to gradually stabilize as a result of decreased growth in private income, more normalized inflation and currency depreciation, which will affect consumption of durable goods. According to the Central Bank’s most recent monetary policy report, gross fixed capital formation expanded around 4% for the year, which is around one third of the prior year figure. This can mostly be explained by decreased spending on machinery and equipment and, to a lesser extent, by construction investment, which evolved in line with the industry’s GDP. Given its relative importance, the mining industry is responsible for a large part of this adjustment. The maturation of the mining investment cycle at a global level and the reduced outlooks for copper prices forced companies in this sector to push back important projects, also affecting miningrelated sectors. Finally, during the year there was also a strong drop in mining and industrial inventory, which in turn affects production levels. Chile’s trade balance totaled US$ 2,377 million, which is lower than the prior year figure. This decrease resulted from exports of US$ 77,367 million, or a 1% reduction, and imports of US$ 75,990 million, which is similar to 2012. The contraction of exports was due entirely to the value of mining shipments, triggered by the fall in the price of copper. Imports remained stable since increases in imports of consumer goods more than offset the drop in capital and intermediate goods as a result of decelerated investment. The country’s current account deficit was 3.2% of GDP, reflecting strong internal spending for the third year in a row. Economic and Financial Environment 69 THE LOCAL ECONOMY In this scenario, inflation was contained during a large part of the year, showing some volatility from month to month and remaining below the Central Bank’s 12-month target. However, as a result of increases in tradable goods during the last quarter, the CPI posted an accumulated rise of 3.0%, while the UF climbed 2.1% during the same period. The largest increases were in food and, to a lesser extent, utilities (electricity, gas and water). These were partially offset by decreases in clothing and footwear; diverse goods and services; and recreation and cultural activities. In terms of underlying series, the CPIX and CPIX1 indices, which remove the most volatile components along with some regulated items, increased by 2.4% and 2.5%, respectively. In monetary policy matters, the Chilean Central Bank decided to cut the reference rate by 25 basis points in October and November 2013, setting it at 4.5% (annual) as of year end. These cuts occurred following 20 months with no changes in monetary policy and were related to economic deceleration and the risk of “detachment” from medium-term inflationary expectations. Nevertheless, this decision came as a surprise to some market sectors, which expected the first adjustment in December or even during the first quarter of 2014. The Central Bank remained neutral in its press releases until July, when it indicated that economic growth had decelerated beyond expectations, expressing a clear bias towards more expansionary monetary policy. In 2014, the Central Bank will face a more complex scenario, with a local economy that will continue to slow in line with weakened private consumption, but a more positive global environment with the imminent withdraw of monetary stimulus in the U.S. Furthermore, inflation that should stay within the target range, along with a depreciated currency, may generate undesired inflationary pressure that affects the expectations of economic agents. Overall, as of publication of this report, the Central Bank has announced the possibility of establishing more monetary stimulus in upcoming months. 70 Economic and Financial Environment In fiscal matters, public spending expanded 4% (real terms) while income fell 2%, leaving a deficit of 0.6% of GDP. Fiscal revenue decreased mainly because of reduced taxable income at private mining companies and lower profits at Codelco (state-owned copper company) due to falling copper prices. Sovereign funds totaled US$ 33,168 million, or approximately 11% of GDP, reflecting an increase of US$ 1,869 million over year-end 2012. Public debt totaled 13% of GDP, which is stable with respect to the prior year. The Chilean economy has performed well over the last four years, averaging growth above 5% and maintaining very low unemployment levels. Appropriate macroeconomic policies have undoubtedly contributed to this success. Other contributing factors include the soundness and solvency of the Chilean financial system, which has managed not only to make needed economic resources available, but also to instill confidence in economic agents during years of high volatility and uncertainty. In part, the deceleration observed in 2013 is to be expected after a very expansionary cycle and should allow our economy to return to more sustainable longterm growth levels once global economic risks have dissipated and created a more favorable scenario for investment. The year 2014 will be a challenging period: Although growth figures should be in line with the previous year, there will be increasing social and economic demands in education and energy. Also, a new administration will take power in Chile, which should continue to drive domestic growth and position our country as a reliable and sound economy - the most prosperous in the region. As of publication of this report, forecasts estimate that the economy should be able to sustain growth of around 4% during the year. GDP GROWTH EXPECTATIONS FOR 2014 (%) 5.0 4.7 1Q13 4.5 2Q13 4.0 3Q13 4Q13 Source: Banco Central de Chile INFLATION AND MONETARY POLICY RATE (%) 8.3 GDP AND INTERNAL DEMAND (12 month variation, %) 13.6 5.3 9.1 8.3 7.1 3.3 5.8 5.9 5.6 -1.0 5.0 4.5 3.3 7.1 4.0 0.5 4.0 4.4 3.0 3.0 1.5 -1.4 2008 -5.7 2008 2009 2010 2011 2012 2013 (e) 2010 CPI Variation 12 Months 2011 2012 (e) Estimate. Source: Banco Central de Chile and Banco de Chile Year-end MPR GROSS PUBLIC DEBT AND SOVEREIGN FUNDS (% of GDP) UNEMPLOYMENT RATE 30.8 (Annual Average, %) 28.1 24.6 10.8 8.2 7.8 2008 Source: INE 2009 2013 Source: Banco Central de Chile Internal Demand GDP 2009 2010 20.0 7.1 2011 6.6 2012 5.9 2013 4.9 2008 Public Debt 5.8 2009 23.5 18.8 8.6 2010 11.1 2011 11.9 2012 12.5 2013 Sovereign Funds and International Reserves (*) Source: DIPRES (*) Includes stabilization fund. other public treasury reserves and Central Bank international reserves. Economic and Financial Environment 71 CHILEAN BANKING SYSTEM •Consistent with a less positive economic cycle, total loans for the Chilean banking system reported decelerated nominal growth of 10.3%(1), equivalent to 8% in real terms over 2012, maintaining the historic elasticity of twice GDP growth. •The increase in loans was led by a rise of 14% in consumer loans, 11% in mortgage loans and 9% in commercial loans. •Industry earnings totaled Ch$ 1,916 billion, an increase of 18% for the year, driven by greater operating revenue that more than offset increases in risk provisions, operating expenses and taxes. •System returns, measured as net income over average capital and reserves, reached 16% for the year, which is similar to the figure from the previous year. The banking industry performed well in a year where attention was placed on the deceleration of the local economy. Although economic uncertainty has come from abroad in recent years, during 2013 the loss of vigor in economic activity and internal demand set the stage for less growth in banking system loans. Even so, the system was able to maintain double-digit expansion rates both in returns and in all credit products. Worth special mention are the stability of mortgage loans and the gradual deceleration of consumer and commercial loans. In regulatory matters, after the financial crisis of 2009, the local and international banking industries began to explore important regulatory reforms to limit business risks and provide more protection for consumers. As a result, after two years of debate, the maximum conventional interest rate project was finally passed in 2013. This reform has led to tightening of credit conditions for the lower-income and small business segments. New requirements were also added for ATM security, which have significantly increased the cost of providing this service, as well as additional measures for mortgage insurance tender processes. In (1) Loan and deposit growth figures exclude foreign subsidiaries. 72 Economic and Financial Environment other matters, new corporate governance requirements were also passed, intended to strengthen the role of the board of directors in publicly-traded corporations. New definitions for the treatment of related-party debtors were also enacted. Pending matters include the establishment of a road map for implementing Basel III and new liquidity regulations. As an important industry player, we understand that financial market development requires modern, efficient regulation and oversight that protects the consumer and generates the proper incentives for correctly allocating resources. In that sense, the Chilean banking industry has supported and participated actively in the debate on these issues. However, we have also voiced concern as to the undesired effects of excessive regulation. Overregulation prevents the market from functioning properly and, therefore, limits the much needed process of expanding banking access that the banking industry has promoted in recent years, which in turn affects opportunities for development and entrepreneurship by people and companies. The business environment for the banking industry in 2013 was characterized by greater international expansion, with local banks acquiring foreign subsidiaries and increasing their international presence. In addition, new competitors entered the market through two channels: regulator authorization for a financial company to operate as a bank and licenses to open representation offices given to prestigious international institutions. Lastly, in regulatory matters, the banking industry continued to support the consolidated debt project (positive credit information), which will substantially improve the credit risk assessment process and increase competition for debtors with good payment behavior through improved loan conditions, benefiting thousands of individuals and increasing the population’s incentive to fulfill its financial commitments. In 2014, the Chilean banking industry will face two important reforms. First, the implementation of the maximum conventional interest rate project, which will gradually reduce the maximum interest rate that can be applied to transactions under 200 UF. Second, new insurance regulation that will impact fee revenue as insurance companies must refund unconsumed premiums in the event of early termination of single premium and annual insurance contracts. Business Volumes Total banking system loans continued to decelerate during the year, posting 10.3% growth in 2013 as opposed to 12.4% in 2012 and 17.3% in 2011. Despite this deceleration, the industry managed to attain double-digit increases in almost all loan products, led by consumer loans with 14% and followed by mortgage and commercial loans with 11% and 9%, respectively. From a product perspective, commercial loans (62% of total loans) were more active during the first half of the year but then began to lose momentum, mirroring investment figures, which started the year with increases of around 9% and ended with limited growth during the last quarter. Likewise, the expectations of the corporate sector were less optimistic during the last part of the year, with major losses of confidence in the construction and real estate sectors. Worth specifically highlighting are increases in foreign trade and commercial loans of 13% and 9%, respectively. are increases in credit card volumes and revolving credit on credit cards, with annual increases of 34% and 12%, respectively. Regarding liabilities, total deposits expanded at an annual nominal rate of 8%, slightly below loans. This expansion was driven by a 10% increase in demand deposits, followed by 8% growth in time deposits. Thus, total deposits represented 85% of the loan portfolio. In terms of debt issuances, banking system bonds increased 28% during the year. Growth in senior bonds exceeded that of subordinated bonds. Positive international funding conditions and the soundness of the local banking industry have allowed several local organizations to issue debt instruments on foreign markets, reaching record levels during the year. In fact, as of December 2013, bonds came to represent 21% of total industry loans, an increase of 3 basis points over December 2012. Lastly, system capital posted annual growth of 15%, totaling Ch$ 12,902 billion as of year end as a result of capital increases in line with expanded business volumes. In terms of regulatory ratios, the Basel index reached 13.0% as of November 2013, which is slightly less than the 13.3% as of year-end 2012, reflecting growth in riskweighted assets slightly above the variation in regulatory capital. In the retail segment, mortgage loans once again stand out, with growth slightly better than in 2012. Positive labor market indicators and good financial conditions (low long-term interest rates) enabled these loans to perform exceptionally in recent years. Consumer loans also posted improved growth over 2012. Between June and December, consumer loans performed well with a nominal rise of 10%, giving double-digit growth rates for the fourth consecutive year. The favorable employment scenario coupled with rises in salaries and limited inflation set the stage for a reasonable environment for private consumption, which sustained demand for mortgage loans. Within consumer loans, worth highlighting Economic and Financial Environment 73 CHILEAN BANKING SYSTEM Financial Results Banking system net income totaled Ch$ 1,916 billion as of December 2013, an improvement of 18% over the prior year. Despite this achievement and due to greater system capital, system returns remained stable with respect to 2012 with returns on average capital and reserves (ROAC) of 16.4%. At an aggregate level, the rise in net income can be explained entirely by growth in operating revenue, which more than offset increases in credit risk provisions, operating expenses and taxes. Operating revenue expanded by 13% during the year, driven mainly by increased net interest and adjustment revenues linked to loan portfolio growth. This growth more than offset the lower returns from the system’s structural asset position in UF where inflation measured in UF increased 2.1% in 2013 and 2.5% in 2012. Furthermore, but to a lesser extent because of reduced interest rates, operating revenue also rose thanks to increased net gains from foreign exchange transactions. This positive performance was achieved despite low growth in net fees, representing 18% of operating revenue as of December 2013, which is less than the average for the past few years. In risk matters, net provision expenses reached Ch$ 1.4 billion, an annual increase of 12%. This growth was very similar to expansion of average industry business volumes, maintaining nearly unchanged the ratio of net loan loss provisions to average loans, which was 1.3% in December 2013, reflecting in general positive payment behavior for the banking system’s portfolio. 74 Economic and Financial Environment The increased provision expenses resulted in part from a slight deterioration in the companies segment where the 90-day past due portfolio rose from 1.5% to 1.7% of commercial loans between year-end 2012 and year-end 2013. However, this effect was more than offset by an improvement in payment behavior in the retail segment, especially in mortgage loans. The aggregate ratio of 90day past due loans to total loans improved from 2.2% in December 2012 to 2.1% in 2013. In terms of coverage, provisions represented 113% of the system’s past due portfolio, which compares favorably to 103% from the prior year. This was partially offset by a decrease of Ch$ 34 billion in additional provisions, which represented 0.4% of total system loans as of December 2013. System operating expenses rose 10% (nominal), which is less than the increase in operating revenue. As a result, the efficiency ratio improved from 51.2% to 49.9% as of December. The rise in operating expenses during the year can be explained by increased payroll and personnel expenses as well as administrative expenses, which posted increases of 11% and 10%, respectively. These additional disbursements were in line with business volume growth, increased hiring and added security and technology expenses to comply with stricter consumer protection standards. They also arose from efforts to enhance products and services offered to customers in response to growing competition in the domestic banking industry. It is important to highlight that at the end of 2013, the industry recognized an extraordinary gain of $78 billion pesos from the sale of an asset management business. Lastly, in 2013 income tax expense totaled Ch$ 453 billion, representing a rise of 43% over the prior year. This was explained by both the increase in the corporate income tax rate during 2012 and the system’s increased pre-tax income. The effective tax rate rose from 16% as of December 2012 to 19% as of year-end 2013. Banking System Challenges and Opportunities A sufficiently capitalized, well-regulated banking system with appropriate risk policies is key to economic growth. This has become even more true in recent years, where recovery has been stronger in economies with a healthy banking system. There is no doubt that Chile can consider itself among these economies. As a result, the positive evolution of the banking industry and the economy in general in recent years have strengthened Chile, positioning it as an exemplary country in the region and the world. This has brought with it a greater influx of foreign investment, a sustained increase in income per capita and the possibility for local companies to invest abroad under the protection of a responsible, serious economy with a high risk rating. In this context, the banking system faces major challenges and has many commitments to the country that it must fulfill. Among them is to continue providing quality, safe and transparent financial services and continue investing in technology, strengthening online and mobile platforms. It must also continue to narrow the gap with developed countries in terms of expanding banking access indicators for individuals and small and medium-sized companies and making progress towards the new Basel III international standards in order to ensure a modern banking system with global recognition. To do this, it must continue working together with authorities and regulators to formulate a road map with mediumterm objectives and to prioritize new reforms that promote free competition and access to information, such as the consolidated debt project that is currently in congress. Finally, the industry must maintain stable growth in business volumes, contributing needed resources to individuals and companies in order to sustain a favorable economic cycle in the near future. At the same time, the banking system must continue to be a channel for Chile’s integration into the world, exploring new markets and providing support for those customers that seek to take their projects beyond its borders. Economic and Financial Environment 75 CHILEAN BANKING SYSTEM TOTAL LOANS(*) DEMAND & TIME DEPOSITS(*) (In billions of chilean pesos) (In billions of chilean pesos) 109,020 98,880 87,946 21,993 +12.4% 24,381 +10.3% 12,846 27,129 76,544 14,676 21,730 67,215 54,814 92,122 84,919 +10.9% 24,753 +8.5% 27,104 11,488 61,652 54,466 Dec. 11 Commercial Dec. 12 Consumer Dec. 13 Mortgage Dec. 11 Term (*) Excludes foreign subsidiaries 90 DAY PAST-DUE LOAN PORTFOLIO BASEL INDEX (% of total loans) (%, December of each year) 4.5 4.0 4.0 3.5 3.5 3.0 3.0 2.5 2.5 2.0 2.0 1.5 1.5 1.0 1.0 0.5 0.5 0.0 Dec.12Mar.13 Jun.13 Sep.13 Dec.13 Commercial Consumer Total 65,018 Dec. 12 Dec. 13 Demand (*) Excludes foreign subsidiaries 4.5 60,166 14.3 14.1 4.0 13.3 13.0 3.5 3.8 3.3 3.3 10.9 10.1 10.1 10.0 9.7 2009 2010 2011 2012 2013 (*) 13.9 0.0 Mortgage Tier 1 (**) Other (***) (*) November 2013. (**) Corresponds to Basic Capital to risk weighted assets. (***) Corresponds mainly to subordinated bonds and voluntary provisions. 76 Economic and Financial Environment BANKING SYSTEM RESULTS (In millions of pesos) 2011 2012 2013 Change 2013/2012 Operating Revenue 5,955,746 6,457,885 7,265,752 12.5% Net interest income 4,004,070 4,313,480 4,876,514 13.1% Net fees 1,213,751 1,267,567 1,292,199 1.9% Net gains from trading and brokerage activities and foreign exange transactions 588,659 716,796 910,332 27.0% Other operating income 149,266 160,042 186,707 16.7% Loan Loss Provisions (955,115) (1,217,311) (1,365,208) 12.1% (2,975,748) (3,303,779) (3,625,218) 9.7% 16,900 8,443 93,401 - Income before taxes 2,041,783 1,945,238 2,368,727 21.8% Taxes (330,146) (316,520) (452,735) 43.0% Net Income 1,711,637 1,628,718 1,915,992 17.6% Return on Average Capital and Reserves 19.61% 16.19% 16.43% 24 pb Efficiency 49.96% 51.16% 49.89% (126 pb) 1.18% 1.29% 1.28% (1 pb) 13.93% 13.31% 12.97% (34 pb) Operating expenses Income attributable to affiliates Ratios LLP / Avg. Loans Basel Index (*) (*) November 2013 Economic and Financial Environment 77 06 CONSOLIDATED PERFORMANCE 2013 Management Discussion and Analysis Key Financial Indicators CONSOLIDATED PERFORMANCE CONSOLIDATED PERFORMANCE 2013 It is my privilege to recap our performance in 2013, not only because of our important financial and strategic achievements we reached, but also because we celebrated 120 years contributing to the country’s progress. Our purpose as an institution is to create the conditions necessary for people and companies to develop. I can proudly affirm that we work hard every day to attain that goal. Being recognized as the company with the best corporate reputation in Chile confirms that our efforts are going in the right direction and reaffirms our profound commitment to our customers, shareholders, employees, suppliers and the community as a whole. In financial terms, our performance in 2013 was outstanding. We posted net income of Ch$514 billion, 10% greater than the prior year, positioning us once again as the market leader with 27% of total system earnings. As a result, our institution ranked first in return on capital and return on assets with ratios of 24% and 2.1%, respectively, well exceeding both industry averages and all of our key competitors. These results are based on a consistent business strategy that enabled us to lead the market for the first time in total operating income and generated important results in operating efficiency. This, together with conservative risk management practices, allowed us to navigate a more complex external environment, complete with lower inflation, greater regulation and economic deceleration. We began the year 2013 by successfully concluding the capital increase approved by shareholders in October 2012, raising Ch$ 253 billion. These funds will allow the Bank to expand asset volumes, anticipate new capital demands and maintain capital adequacy ratios in line with our outstanding risk rating. As of December 2013, Banco de Chile’s Basel Index was 13.1%, which is well-above the regulatory limit, making it the most well-capitalized institution in the Chilean banking industry. In terms of business volumes, our loan portfolio continued to grow, breaching the Ch$ 20 trillion mark with nominal annual growth of 11% and giving the Bank a market share of 19% as of year end. This growth focused on deals with greater returns in the retail segment, while at the same time strengthening Banco de Chile’s historical leadership in the wholesale segment. 80 Consolidated Performance 2013 Arturo Tagle Quiroz Chief Executive Officer Within the retail segment, the Commercial Division posted 12% growth for the year in 2013, representing 47% of the Bank’s total loans. On a product level, mortgage loans once again excelled with annual growth of 13%, increasing market share by almost 300 basis points over the past four years to 17.2% in December 2013. In consumer loans, the Bank reported annual growth of 8% attributable to a selective growth strategy that prioritized middle and high-income retail segments with relatively low risk. Within this product family, credit cards performed exceptionally expanding 15% during the year thanks in part to 111,000 new cards issued. As of December 2013, 20% of all credit cards in the Chilean market were issued by Banco de Chile, while the Bank’s customers comprised 25% of all purchases and cash advances in the industry. During the year, we continued to increase market penetration in the SME segment, a portfolio that has gradually expanded its share of the Bank’s total loan portfolio. As a result, more than 5,500 new customers were added during 2013. The Bank presents these customers a unique value offering with specific solutions based on their particular industry and additional support through advisory services. In this segment, the Bank has taken concrete steps such as accelerating loan approval processes, providing a larger variety of financial products and promoting the use of government-backed (CORFO) financing lines, positioning itself as one of the industry leaders in government-backed loans, numbering more than 17,000 in 2013. The consumer segment, Banco CrediChile, focused efforts on improving its risk processes, enhancing operating efficiency and continuing to extend the scope of its business, restricting growth in loan volumes due to new regulations and a sluggish economy - two factors that strongly impact risk assessments in this segment. This segment continued to promote initiatives such as Caja Chile and the Microenterprise Bank and made considerable progress to enhance its offering of financial services through alliances with corporate clients, taking advantage of the Bank’s broad customer base in the wholesale market. As a result, more than 100,000 employees were added to the payroll payment service. The Caja Chile network doubled its number of service centers, totaling nearly 2,000 in over 220 districts throughout the country as of December 2013, while the Microenterprise Bank now has 50 customer service platforms and a portfolio of Ch$ 28.0 billion. Banco CrediChile also undertook important initiatives in service quality, migrating the operating system for debit accounts to a system with new functionalities for customers to pay utility bills and make on-line purchases through the “web-pay” system, meanwhile allowing for the future growth of this business. It also reduced customer wait times at branches and optimized the branch network. CrediChile reported annual growth of 3.0% in loans, maintaining conservative risk management practices. As of year-end, the Bank continued to lead the industry in this segment, serving the financial needs of over 900,000 customers. In the wholesale segment, the Bank faced a challenging year with tight competition and decelerating investment. Despite these challenges, the segment reported 12% growth for the period. Within this segment, the Corporate Division continued to lead the market in loans. It also managed to expand its regional-global coverage and strengthen ties with customers thanks to its exceptional account executives and the product and service offerings of the Transactional Bank, Treasury and Investment Banking Areas. Through the Investment Banking Area, the division continued to advise important companies on their debt issuance processes on international and local markets, participating in major bond issuances during the year. At the same time, we continued to provide solutions to companies with international expansion plans through a regional customer service platform as part of our alliance with Citigroup - an important competitive advantage for the Bank. In fact, Banco de Chile positioned itself as the market leader in international loans to Chilean companies in 2013. The Wholesale, Large Companies and Real Estate Division posted record growth in business volumes as a result of a consistent, comprehensive strategy to strengthen ties with customers. In 2013, two areas were created, specializing in investment services Consolidated Performance 2013 81 GESTIÓN CONSOLIDADA and family offices. This division also continued to strengthen its presence and customer relationships in regions outside Santiago, sponsoring diverse activities such as meetings with Boards of Directors and other corporate gatherings. In terms of asset management, the Bank purchased a high creditquality commercial portfolio from a local bank for approximately Ch$ 500 billion. This move enabled us to broaden our market leadership in commercial loans and improve our ties with customers. The growth achieved in commercial loans is especially commendable given the fact that many large local companies issued debt on foreign markets in 2013. In terms of liability management, Banco de Chile continues to be the leader in current account balances, with a market share of 22%. Also, during the year the Bank added 26,000 new current account holders (net) and boasted extremely low customer loss rates. As of year end, demand deposits were equivalent to 29% of the Bank’s total loans, which contributes significantly to positioning us as the institution with the lowest cost of funds in the Chilean banking industry. In other areas, the Bank continued to diversify its sources of external funding, taking advantage of its outstanding international risk rating. In fact, in 2013 the Bank placed a total of US$ 785 million in bonds in new markets like Switzerland. We also established a mediumterm notes (MTN) program for US$ 2 billion, under which we placed approximately US$ 170 million in Japan and US$ 90 million in Hong Kong. In addition, we issued close to US$1.0 billion in bonds on the local market. Our subsidiaries continued to be a key source of non-banking products and services for our customers and, likewise, an important and stable source of operating revenue. Both the brokerage and mutual fund subsidiaries faced a complex year with declining stock prices on the local market and riskadverse customers. Nevertheless, the brokerage subsidiary retained considerable market share in share trading volumes and 82 Consolidated Performance 2013 implemented important innovations such as a new application for mobile phones. The mutual fund subsidiary preserved its industry leadership with market share of 22% and a customer base of 360,000. It also broadened its product offering by adding 14 new mutual funds, ending the year with a portfolio of 86 mutual funds and 8 investment funds. The year 2013 was positive for the insurance brokerage subsidiary, which reported a significant rise in the number of policies issued. This was accomplished through initiatives designed to strengthen remote sales channels and broaden the variety of insurance policies offered. As a result, it posted record on-line sales of Obligatory Personal Accident Insurance (SOAP) and almost 500,000 new health, life and/or property insurance policies. In addition, innovative programs were implemented such as the sale of anti-fraud insurance with internal loyalty program points and the creation of a specialized insurance sales platform for SMEs. Lastly, Banchile Corredores de Seguros implemented a series of new insurance regulations, successfully completing a bidding process for collective policies for the mortgage portfolio for the second year in a row. Undoubtedly, the Bank’s outstanding results can also be attributed to its efficient risk management, based on a consolidated, comprehensive vision built on the conservative criteria that have always shaped the way we do business. Along these lines, the Bank’s ratio of net loan loss provisions to average loans was 1.2% in 2013, reflecting a more sluggish economic cycle, the growing share our retail portfolio holds in our total portfolio and additional (countercyclical) provisions totaling Ch$ 10 billion. Although this figure is greater than in 2012, it compares favorably with the rest of the system and our key competitors. The same occurred with our past-due portfolio, impaired portfolio and provision coverage indices, giving us the best credit quality among our peers. In addition, the Bank has put forth considerable effort in operational risk matters, identifying risks for all of its main processes and defining mitigation plans in the event of unexpected adverse circumstances, as well as enhancing the process of evaluating critical suppliers. Likewise, in terms of market risk, during the year the Bank implemented a new credit risk measurement system for derivatives and devised new country risk models. We made considerable progress in terms of the accuracy and timing of risk measurements and controls. One of the year’s greatest achievements was in operational risk: Our ongoing focus on efficiency since the merger with Citibank Chile in 2008 led to positive results during the year when we attained-for the first time in the Bank’s history--the lowest efficiency ratio in the Chilean banking industry with a ratio of 43%. This notable performance is the result of continuous improvements in business processes, taking advantage of synergies and economies of scale, proper expense control policies and the ongoing search for a culture of operational excellence throughout the entire corporation. We have made a firm commitment to continue advancing in this area by implementing new technologies without losing sight of the needs of our customers and our commitment to providing the best service. In quality matters, in 2013 we attained substantial improvements in quality as perceived by our customers thanks to the implementation of concrete, corporate-wide plans and the professional work and commitment of our team of associates. The effort put forth translated into an increase in customer recommendation indices, lower customer loss rates and greater effectiveness in resolving problems and complaints, which contrast with 2012 figures when our service quality was temporarily affected while implementing technology needed to expand our business. The following quality initiatives stand out: optimizing the ATM network, developing new mobile applications, boosting up-time of remote customer service channels and improving our ability to contact our customers, among other aspects. We were also the first bank to issue credit cards with electronic chips, a timely response to the need for greater security in payment media. This important improvement in quality earned us the Customer Loyalty Award from Diario Estrategia and Alco Consultores, which recognizes companies that excel in customer service. In operational and technology matters, we successfully implemented a new digital platform that makes it easier for SME, Transactional and Commercial Banking executives to handle customer sales documentation using digital forms. At the same time, we made progress on implementing a new digital tool that improves the way customer financial information is handled in the companies segment, which also helps the loan approval process. During the year we also implemented new parametrization systems for debit cards that reduce fraud risks and improve the stability of core computer systems. In human resource management, we continued to develop intensive training programs, placing special emphasis on leadership development programs. We accomplished this through courses to reinforce management styles in line with the Bank’s values and objectives, while strengthening talent and fomenting a merit-based culture. Accordingly lines, we followed through with our social commitments through various initiatives, such as our support of the Astoreca Foundation in its project to build a new school in the town of Lampa. We also engaged in multiple activities with the Desafío Levantemos Chile Foundation, providing support for future entrepreneurs through workshops and preferential financing conditions. We continued to fund a university scholarship for academic excellence, support the Chile-China exchange program between Universidad Católica and the University of Tsingua, and provide financial support to programs at Universidad de Chile. The Bank once again supported the Teletón Foundation in its activities in 2013; supported the Debra Foundation, which helps children suffering from epidermolysis bullosa; implemented the “Night of Dignity” program to distribute food to homeless individuals; provided resources to build children’s libraries in the Araucania Region and sponsored a preschool (through Banchile Inversiones) in the district of Peñalolén run by the Cristo Joven Foundation, among other initiatives. Consolidated Performance 2013 83 GESTIÓN CONSOLIDADA As Chief Executive Officer, I must also express my gratitude for the effort and dedication of all of our employees in both the Bank and its subsidiaries. Each of the goals met this year is the result of the perseverance, professionalism and commitment of each and every one of them. These dedicated individuals identify with the Bank’s values in their daily work and are motivated by a desire to overcome challenges within an organization that offers many opportunities. With this conviction, in 2013 we gave them special recognition through the “120 Year Bonus” intended to recognize their exceptional performance in 2013. Already addressing the new challenges and goals that 2014 will bring, I reaffirm Banco de Chile’s commitment to its customers, employees, shareholders and community. We will make sure we are always up to meeting the country’s challenges, developing a modern, transparent banking industry of which we can be proud. Finally, I wish to express special gratitude for the trust that the Board of Directors has placed in me to lead this corporation and its more than 14,000 employees, who contribute every day to building the best bank in Chile. 84 Consolidated Performance 2013 RESULTS AND BALANCE SHEET ANALYSIS $514 BILLION IN NET INCOME AND 24% RETURN ON CAPITAL • • Banco de Chile posted net income of Ch$514 billion and a return on average capital and reserves of 24%, reaffirming its position as the industry leader in earnings and returns. These results can be attributed to a solid capacity to generate income stemming from focused growth of the loan portfolio and a successful expense control strategy that enabled us to lead the industry in operating efficiency for the first time ever. • • Consistent with its strategy, Banco de Chile continued to post sharp growth in retail loans, attaining increases of 11% in the SME segment, 13% in mortgage loans and 8% in consumer loans. It also held its leading position in commercial loans with an annual rise of 11%. The Bank continued to diversify its sources of funds by issuing over US$ 1.0 billion in debt on demanding markets such as Switzerland, Japan and Hong Kong. We also established a medium-term notes (MTN) program for US$ 2.0 billion in Luxembourg. STATEMENT OF INCOME (In millions of Chilean pesos as of each year) 2012 2013 952,838 1,059,169 11.2 59,883 82,541 37.8 1,012,721 1,141,710 12.7 287,272 287,094 (0.1) 22,061 27,221 23.4 Operating revenue 1,322,054 1,456,025 10.1 Provisions for loan losses (188,190) (241,613) 28.4 Net operating revenue 1,133,864 1,214,412 7.1 Operating expenses (611,634) (622,944) 1.8 (229) 2,071 - Taxes (54,390) (79,936) 47.0 Consolidated net income 467,611 513,603 9.8 1 1 0 467,610 513,602 9.8 Net interest and adjustment revenues Net gains from trading and brokerage activities and foreign exchange transactions Net financial income Net fees and commissions Other operating income Income attributable to affiliates Minority interest Net income for equity holders of parent % Change Consolidated Performance 2013 85 RESULTS AND BALANCE SHEET ANALYSIS NET INCOME FOR THE YEAR AND RETURN ON AVERAGE CAPITAL AND RESERVES (Figures in millions of nominal Chilean pesos and percentages) This growth in net income can be attributed to: • 513,603 467,611 + 9.8% • 26.5% 23.8% 2012 Net Income 2013 Return on Average Capital and Reserves In 2013, Banco de Chile reported record net income of Ch$513.6 billion, which represents an increase of 10% over 2012. This rise in net income was the result of sustained growth in retail segments offering the greatest returns, a strict expense control policy that enabled us to lead the market in efficiency and an excellent funding structure with a large base of demand deposits. These excellent earnings figures gave the Bank the leading market share in net income for the industry, with 27% of the banking sector’s total net income, which is more than 4% over our closest competitor, equivalent to 1.2 times. As a result, Banco de Chile also led the industry in returns. As of December 2013, its return on average capital (ROAC) was 23.8% while its return on average assets (ROAA) was 2.1%. Both figures are well above our key competitors, which posted an ROAC of 19% and an ROAA of 1.4% during the same period. 86 Consolidated Performance 2013 • Sound capacity to generate operating income thanks to growth in retail and SME loans which, together with proper management of credit spreads, helped offset next-to-no growth in net fees and commissions. A favorable, reinforced funding structure in 2013, due to stable growth in demand deposits. A strict expense control policy that limited the Bank’s expenditures through economies of scale, improved and redesigned processes and boosts in productivity in the distribution network. These elements were partially offset by increased risk expenses explained by the growing share of the retail segment within the loan portfolio; limited deterioration in certain corporate debtors and additional (anti-cyclical) provisions of US$ 10 billion. Furthermore, in 2013 the Bank reported a 47% increase for the year in tax payments as a result of a lower basis for comparison in 2012. These lower tax figures in 2012 were the result of a modification in the corporate (first category) tax rate, which in turn had a favorable, one-time effect on deferred taxes that reduced the effective rate for 2012. Net Financial Income Banco de Chile reported net financial income of Ch$1.1 trillion, increasing 12.7% over 2012. This variation consists of increases of 11.2% in net interest and adjustment revenues and 37.8% in net gains from trading and brokerage activities and foreign exchange transactions. These variations were based mainly on: • • Annual growth of 11% in the retail loan portfolio, which is in line with solid private consumption and low unemployment rates. The positive effect of the 9% growth in demand deposits, which allowed it to increase the contribution by these noninterest bearing liabilities that finance interest-bearing assets. • • An increase in income from exchange rate hedges for provisions and expenses denominated in foreign currency that benefited from the 10% increase in the US dollar during the year. Proactive management of credit spreads, which rose on average 12 basis points during the year. These positive results are especially noteworthy given the scenario of lower inflation (measured in UF), financial markets that were unattractive to investors and tighter banking regulation that negatively impacted the generation of fee revenue. Consolidated Performance 2013 87 RESULTS AND BALANCE SHEET ANALYSIS NET FEES AND COMMISSIONS (Figures in millions of nominal Chilean pesos) 287,272 287,094 in 2012, the poorly performing local stock market kept customer risk aversion high, creating a larger appetite for fixed-income instruments and mutual funds over equities and variable-income mutual funds. -0.1% 22% 20% 2012 Net Fees 2013 Fees / Operating Revenue In 2013, net fees and commissions totaled Ch$287.1 billion, which is practically the same as the prior year figure. During the year, this revenue source was affected by greater regulations that limited income generation from traditional banking business and financial markets that were unattractive to investors, leading to reduced commissions from mutual fund and stock brokerage services. As Nevertheless, within the traditional banking business there was a rise in fees and commissions from current accounts, demand accounts and lines of credit stemming from the growth of our customer base, and a rise in fees and commissions from cash management, collections and custody services linked to efforts to strengthen customer relations in the wholesale market. Fees and commissions continued to be an important source of stable revenue for the Bank, representing 20% of operating income in 2012 and making the Bank the industry leader with market share of 22% of total system fee and commission revenue. NET FEES AND COMMISSIONS PER PRODUCT (Figures in millions of nominal Chilean pesos) 2012 2013 Current accounts, debit accounts, lines of credit and ATMs 67,020 68,971 2.9 Insurance 60,481 62,378 3.1 Mutual funds 56,043 54,833 (2.2) Credit cards 23,086 16,481 (28.6) Cash management services 42,939 45,417 5.8 Letters of credit, guarantees, endorsements and other 13,038 15,703 20.4 Securities brokerage 10,236 10,067 (1.7) Other 14,429 13,244 (8.2) Total 287,272 287,094 (0.1) 22% 20% Fees / Operating Revenue 88 Consolidated Performance 2013 % Change PROVISIONS FOR LOAN LOSSES (Figures in millions of nominal Chilean pesos) 2012 2013 % Change 384,490 427,435 11.2 (182,733) (209,091) 14.4 225,678 262,134 16.2 427,435 480,478 12.4 (225,631) (262,467) 16.3 Gross provisions contingent loans (1,251) (12,692) 914.5 Countercyclical provisions (2,271) (10,000) 340.3 Recoveries 40,963 43,546 6.3 (188,190) (241,613) 28.4 1.04% 1.23% 2.35x 2.03x 0.97% 1.13% Allowances for Loan Losses Initial allowances Charge-offs Provisions established (net) Final Allowances Provisions for Loan Losses Gross provisions Provisions for Loan Losses Credit Quality Ratios Provisions for Loan Losses / Avg. Loans Allowances for Loan Losses / Total Past-Due Total Past-Due / Total Loans Consolidated Performance 2013 89 RESULTS AND BALANCE SHEET ANALYSIS Among its peers, Banco de Chile’s risk indicators continued to stand out because of its recognized sound judgment in risk matters and superior credit quality in an environment of economic deceleration and new regulations that adversely impacted the industry’s risk assessment processes and deteriorated payment behavior in some segments. As of year-end 2013, the Bank’s net credit risk provisions amounted to Ch$241.6 billion, or a rise of 28% for the year. This increase can be explained mainly by: • • • • An 11% increase in retail and SME loans, consistent with the Bank’s strategy to lead the retail business. Increased loan loss expenses for the commercial portfolio resulting from the financial deterioration of certain corporate clients. Additional (countercyclical) provisions established in 2013 for Ch$10 billion, compared to Ch$2.27 billion in 2012, because of the Bank’s conservative approach to risk in a less expansionary economic cycle. The 10% rise in the exchange rate, which increased the value in pesos of provisions denominated in foreign currency. These effects were partially offset by increased loan recoveries of Ch$ 2.6 billion thanks to initiatives to improve collections procedures and productivity. Despite increased provision expenses during the year, the Bank continued to perform well in all risk indicators, achieving a ratio 90 Consolidated Performance 2013 of provisions for loan losses to average loans of 1.2%, and of total past-due loans to total loans of 1.1%, and a coverage ratio for this portfolio of 2.0. These figures all compare favorably to the financial system and the Bank’s key competitors. Operating Expenses and Efficiency OPERATING EXPENSES (Figures in millions of nominal Chilean pesos) 2012 2013 Personnel expenses 309,865 323,236 4.3 Administrative expenses 247,459 252,501 2.0 31,856 31,156 (2.2) 22,454 16,051 (28.5) 611,634 622,944 1.8 1,322,054 1,456,025 10.1 46.3% 42.8% Depreciation, amortization and impairment Other operating expenses Total operating expenses Operating revenue Efficiency Ratio The continued focus on efficiency and on building an organizational culture centered around expense control generated important results during 2013. During the year, operating expenses increased only 1.8%, totaling Ch$ 622.9 billion as of December. This increase was significantly less than the 10% growth in operating revenue and the 11% rise in total loans, which allowed for a substantial improvement in the efficiency ratio (operating expenses / operating revenue) from 46.3% to 42.8% and in expenses to total loans from 3.3% in December 2012 to 3.0% in December 2013. % Change These effects were almost fully offset by decreased expenses for depreciation and amortization and other operating expenses. The latter was due to a tight basis of comparison because of increased costs in 2012 from implementing a new current account platform and other technology initiatives. During the year, the main reasons for these increased expenses were: • • A rise of 4.3% in personnel expenses, which is limited considering it is only slightly above cumulative inflation for the year and includes a 1% increase in the total number of employees as well as a performance bonus for associates (an extraordinary expense of Ch$ 5.3 billion during the fourth quarter). Increased administrative expenses, which grew by merely 2.0% in response to normal operations. Consolidated Performance 2013 91 RESULTS AND BALANCE SHEET ANALYSIS Loan Portfolio LOAN PORTFOLIO (Figures in millions of nominal Chilean pesos) COMMERCIAL LOANS MORTGAGE LOANS 13,077 11,732 4,732 4,199 +11.5% +12.7% 2012 2013 CONSUMER LOANS 2012 2013 TOTAL LOANS 20,870 18,762 +11.2% 3,061 2,832 +8.1% 2012 2013 In 2013, Banco de Chile reported annual growth of 11.2% in total loans, ending the year with a portfolio of Ch$20.9 billion and leaving the Bank in second place in the industry with 19.1% of industry loans. During the year, in line with its long-term strategy, commercial efforts continued to focus on segments with greater returns in the retail market and on strengthening customer relationships and cross sales with customers from the wholesale segment, both through organic growth and initiatives such as the purchase of a commercial portfolio in the fourth quarter. 92 Consolidated Performance 2013 2012 2013 From a segment-perspective, during 2013 growth of total loans was relatively homogeneous, led by the wholesale segment (+11.6%), followed by the retail business (+10.9%). As mentioned before, this composition can be primarily explained by the purchase of a portfolio of low-risk commercial loans from a local competitor for Ch$ 500 billion. Excluding this purchase, growth in the wholesale segment would have been 6.2%, which is still significantly greater than 2012 growth, driven mainly by the solid expansion of the Large Companies Division. The positive performance of the retail banking segment was possible thanks to the Bank’s solid brand positioning, a large customer base (which increased 4.9% in retail and 7.8% in the SME segment), an extensive distribution network throughout Chile and an ongoing focus on service quality. Nearly 5,500 new SME customers were added as a result of the Bank’s diverse programs to continue expanding this segment, including its “SME Gatherings and Workshops” and the “Regions” project. On a product level, mortgage loans once again performed exceptionally, rising 12.7% in 2013 (16.4% in 2012). This outstanding performance over the last three years was based on the Bank’s strategic decision to expand this product because it helps generate long-term relationships with customers and greater possibilities for product cross-sales. This strategy has also been successful because of the Bank’s competitive funding structure, an attractive, properly segmented value proposition and the synergies that come from collaboration among different business units. As a result, the Bank attained market share of 17.4% as of December 2013, accumulating an increase of 300 basis points over the last four years, growth that is in line with our medium-term targets. In commercial loans, the Bank reported an increase of 11.5% during 2013. This figure was above industry averages, preserving Banco de Chile’s leading position in commercial loans with market share of 19.5%, or 20 basis points over year-end 2012. In line with its strategy, the Bank continued to prioritize growth in SMEs and middle market companies. Lastly, loan growth during the year continued to reflect the consistency of the Bank’s strategy and the current market conditions, which have driven the more focused and restricted growth of the portfolio, especially in the low-income and corporate segments. Overall, we continue to observe great growth potential in the retail market segments, where we will keep strengthening our value offering and commercial efforts over the next few years. In consumer loans, the Bank´s performance was below the banking system´s average with a total annual increase of 8.1% (14% for the system). This decrease can be explained mostly by our conservative risk management approach that led to stricter credit assessments in lower-income segments in response to greater regulations and general economic deceleration. Nevertheless, growth of this product was focused on the medium and high-income segments, where credit cards stand out, with 15.3% annual growth, giving the Bank market share of 23.1%. This positive performance can be explained by stable household consumption patterns during the year and appropriate commercial strategies to attract new customers and promote credit card use. As of year-end, the Bank held second place in consumer loans with 22.0% of the market. Consolidated Performance 2013 93 RESULTS AND BALANCE SHEET ANALYSIS Funding LIABILITY STRUCTURE (Figures in millions of nominal Chilean pesos) 2012 2013 6,869,924 7,422,712 8.0 5,470,971 5,984,332 9.4 Derivative instruments 380,322 445,132 17.0 Transactions in the course of payment 159,218 126,343 (20.6) Other non-interest bearing liabilities 859,413 866,905 0.9 14,384,083 16,226,842 12.8 9,612,950 10,402,725 8.2 226,396 256,766 13.4 Borrowings from financial institutions 1,108,681 989,465 (10.8) Debt issued 3,273,933 4,366,960 33.4 162,123 210,926 30.1 21,254,007 23,649,554 11.3 Non-interest Bearing Liabilities Current accounts and other demand deposits Interest Bearing Liabilities Savings accounts and time deposits Payables from repurchase agreements and securities lending Other financial obligations Total Liabilities In 2013, Banco de Chile continued to strengthen its sound funding structure, achieving important advances in diversification and liquidity. In effect, despite an environment where the gradual withdrawal of monetary stimulus by U.S. Federal Reserve has deteriorated access to funding by emerging countries, the Bank managed to increase its external sources of funding, securing positive financing conditions and varied maturities, thanks to its solid international risk rating and growing brand recognition in foreign markets. Along these same lines, the Bank also established a medium-term notes (MTN) program in Luxembourg for US$ 2.0 94 Consolidated Performance 2013 % Change billion, which will ease debt issuance processes in these markets. Likewise demand deposits increased during the year and bonds were issued on the local market with excellent financing conditions. As of December 2013, the Bank has liabilities for Ch$23.7 trillion, representing an increase of 11.3% over 2012. During the year, the increase in liabilities was explained primarily by: • • • 21% of the banking system and 29% of the Bank’s total loans as of December 2013 (25% for the system), allows Banco de Chile to maintain a highly competitive cost of funds and one of the lowest figures in the banking system and among relevant competitors. The rise of 33.4% in debt issued, including: (i) placement of Ch$509 billion in long-term bonds on the local market, of which Ch$505 billion were senior bonds and Ch$4 billion were subordinated bonds, capitalizing on the low spreads available to the Bank, (ii) issuance of more than US$1.12 billion in bonds on markets in Switzerland (US$ 785 million), Hong Kong (US$ 168 million) and Japan (US$ 167 million). An increase of 9.4% in current accounts and demand deposits due in part to growing demand for liquidity given dynamic private consumption and, to a lesser extent, lower nominal interest rates. A rise of 8.2% in time deposits and savings accounts, linked to a greater appetite for fixed-income instruments from investors. These elements reflect a successful funding strategy that seeks greater diversification of international suppliers of funds with conditions that are similar to or better than those available internally. This, together with a large base of demand deposits representing Consolidated Performance 2013 95 RESULTS AND BALANCE SHEET ANALYSIS As of December 2013, Banco de Chile has equity of Ch$2.28 trillion, representing an increase of 13.8% over December 2012. This growth, which was greater than the increase in assets, is in response to a capital strengthening strategy that included more retained earnings and a new capital increase that began in October 2012 and was completed in March 2013. Specifically, the rise in equity in 2013 was the result of: • • • The capital increase initiated in late 2012 that has increased paid-in capital by Ch$134 billion by issuing shares on the local market. The capitalization of Ch$86 billion, which is 30% of distributable net income from 2012, as approved by shareholders. Ch$36 billion in retained earnings, which is equivalent to the inflation adjustment to capital as stipulated in the Bank’s bylaws. Despite the 11% rise in risk-weighted assets, this increased capital base enabled the Bank to retain practically the same Basel Index with 13.1% in December 2013 and 13.2% in December 2012. EQUITY (Figures in millions of nominal Chilean pesos) AS OF DECEMBER 31, 2012 AS OF DECEMBER 31, 2013 1,629,078 1,849,351 175,814 213,636 18,935 16,379 166,851 15,928 16,379 189,020 2 2 Total Equity (Millions of Ch$) 2,007,059 Capital Retained Earnings Reserves Net Income(*) Other Comprehensive Income Minority Interest *Net income includes provision for minimum dividends. 96 Consolidated Performance 2013 Total Equity (Millions of Ch$) 2,284,316 Capital Retained Earnings Reserves Net Income(*) Other Comprehensive Income Minority Interest *Net income includes provision for minimum dividends. Key Financial Indicators 2011 2012 2013 Earnings per Share Net Income per Share CHILE (Ch$) (1) Net Income per ADS (Ch$) (1) Net Income per ADS (US$) (2) 4.93 5.31 5.51 2,959.23 3,186.88 3,307.34 5.69 6.65 6.29 20.00 22.80 24.52 86,943 88,038 93,175 Net Interest Margin 4.88% 4.62% 4.71% Net Financial Margin 4.98% 4.91% 5.08% Fees / Avg. Interest Earning Assets 1.73% 1.39% 1.28% Operating Revenue / Avg. Interest Earning Assets 6.85% 6.41% 6.47% Return on Average Total Assets 2.12% 2.09% 2.13% 27.44% 26.50% 23.80% Equity / Total Assets 8.00% 8.63% 8.81% Basic Capital / Total Assets 6.85% 7.33% 7.57% Basic Capital / Risk-Weighted Assets 8.88% 9.69% 9.94% 12.91% 13.22% 13.05% Book Value per Share CHILE (Ch$) (1) Shares Outstanding (millions) Profitability Ratios (3) Return on Average Capital and Reserves Capital Ratios Regulatory Capital / Risk-Weighted Assets Credit Quality Ratios Past-Due Loans / Total Loans 1.03% 0.97% 1.13% 214.91% 235.03% 202.96% Allowances for Loan Losses / Total Loans 2.21% 2.28% 2.30% Provisions for Loan Losses / Avg. Total Loans 0.79% 1.04% 1.23% Operating Expenses / Operating Revenue 50.16% 46.26% 42.78% Operating Expenses / Avg. Total Assets (3) 3.03% 2.75% 2.58% Average Interest Earning Assets (Ch$ millions) 17,867,129 20,627,817 22,492,802 Average Assets (Ch$ millions) 20,267,708 22,343,333 24,120,150 Average Equity (Ch$ millions) 1,603,482 1,797,806 2,184,368 Average Capital and Reserves (Ch$ millions) 1,562,469 1,764,326 2,157,975 Average Loans (Ch$ millions) 15,870,478 18,052,920 19,630,953 Average Interest Bearing Liabilities (Ch$ millions) 12,548,034 14,013,935 14,970,184 Risk-Weighted Assets (Ch$ millions) 19,584,871 20,709,524 22,981,095 Exchange Rate (Ch$) 519.80 479.47 525.72 Employees 14,129 14,581 14,723 441 434 430 Allowances for Loan Losses / Past-Due Loans Operating and Productivity Ratios Balance Sheet Averages (1) (3) Other Information Branches (1)Values expressed in Chilean pesos. (2)Values calculated using nominal net income, outstanding shares and exchange rates as of each year end. (3)Ratios calculated as an average of daily balances. Consolidated Performance 2013 97 07 BUSINESS AREAS Retail Market Wholesale Market Treasury Subsidiaries RETAIL MARKET COMMERCIAL DIVISION Cultivating Close Relationships with Our Customers SHARE OF LOANS 2013 SHARE OF INCOME BEFORE TAXES 2013 45% 47% 53% Commercial Banking Division 55% Other Commercial Banking Division Other Mission Competitive Strengths To lead the retail and SME market segments with a profitable asset portfolio and efficient processes, attracting customers that prefer our bank through motivated and committed teams in a quality work environment. • Brand positioning. • Comprehensive product and service offering. • Business scale and customer base. • Extensive distribution network. Target Market Objectives and Strategic Initiatives 2014 • Middle to high-income individuals. • Small and medium-sized companies (SMEs) with annual sales of up to Ch$1.6 billion. • Consolidate returns through commercial management and in distribution network. • Improve efficiency in branch management and sales channels. • Strengthen service quality. • Strengthen leadership in all regions throughout Chile. • Reinforce multi-channel approach. • Optimize commercial integration with real estate companies in mortgage business. • Modernize sales force through further segmentation/clustering. Lines of Business and Products • Retail Segment Product and service offering includes: current accounts, credit cards, credit lines, mortgage loans, consumer loans, life and general insurance, savings instruments, mutual funds, time deposits, stock brokerage, foreign currency and automatic bill payment services. Increased customer loyalty and growth focused on key products Small and Medium-sized Company Segment: The product offering for this segment includes a wide range of financing alternatives, assistance with import and export operations, payment and collections services, factoring services, lease agreements, current-account related services, international funds transfers, investment management, insurance brokerage, currency trading and government-backed loans. 100 Business Areas were just some of the achievements of the Commercial Banking Division in 2013. These accomplishments led to improved service quality indicators and attractive growth in both business volume and operating revenue. Important improvements were made in 2013 to the diverse customer service channels in the retail and SME segments, consistent with our client-focused strategy. Productivity was also boosted in the Internet and telemarketing channels. As a result of these and other initiatives, the division expanded its total loans by 11.6%, strengthening its presence in areas outside Santiago and giving it market share of 20%. Noteworthy changes to customer service channels include: improvements to Internet services that significantly increased stability; optimization of the ATM network and development of new mobile applications for smart phones, doubling the number of customers using these devices for transactions during the second half of the year. Along these same lines, customer contactability improved with call abandonment rates dropping sharply. There was also a rise in the first call resolution rate, an important factor for today’s customers, who demand better quality service and fast solutions. According to the division manager, Jorge Tagle, “These positive contactability and resolution figures help us improve our customer recommendation and satisfaction rates.” The market also recognized these achievements with the Customer Loyalty Award from Diario Estrategia and Alco Consultores, honoring those companies with the best customer loyalty indices from a total of 14 industries and 53 participating entities. COMMERCIAL DIVISION Loans (BCh$)) 2012 2013 ∆$ ∆% Commercial 2,460.6 2,725.5 264.9 10.8% Mortgage 4,127.3 4,656.0 528.6 12.8% Consumer 2,121.3 2,342.1 220.8 10.4% Total 8,709.2 9,723.6 1,014.4 11.6% Summarized Income Statement (BCh$) 2012 2013 ∆$ ∆% Total Operating Revenue 675.6 754.4 78.7 11.7% Loan Loss Provisions (116.7) (144.1) (27.4) 23.5% Operating Expenses (337.1) (341.5) (4.5) 1.3% 221.6 269.7 48.1 21.7% Income Before Taxes (IBT) Ratios 2012 2013 ∆ Operating Income / Total Loans 7.8% 7.8% 0.0% Efficiency Ratio 49.9% 45.3% (4.6%) LLP / Total Loans 1.3% 1.5% 0.2% IBT / Total Loans 2.5% 2.8% 0.3% Relevant Information 2012 2013 ∆ ∆% Number of Retail Customers (thousands) 840.7 881.9 41.2 4.9% Number of SME Customers (thousands) 69.8 75.2 5.4 7.8% 1,915.0 1,804.0 (111.0) (5.8%) 7 2.5% ATMs Branches 278 285 Another major development in 2013 was the switch from magnetic striped credit cards to the chip system used in most developed countries. This shift arose in response to the need for a system to prevent fraud and unlawful use of credit cards. Along those lines, Jorge Tagle explains that Banco de Chile “responded quickly to the need for security improvements in credit cards and was the first entity in the local market to begin the process.” Business Areas 101 RETAIL MARKET Commercial efforts were also targeted towards expanding the branch network, incorporating seven new offices in Chile’s northern and central regions and leading to a rise in new customers mainly in the young and middle to high-income segments. In the SME segment, one of the division’s main achievements was loan growth over 10% with a portfolio of 75,000 customers. This is in addition to efforts to cultivate customer relationships through diverse channels. Such efforts included initiatives designed to expand the Bank’s presence in areas outside Santiago with specific current account plans and a differentiated offering for small and medium-sized businesses, business owners and liability-intensive companies. Another of these initiatives included a customer loyalty plan implemented through “SME Gatherings and Workshops”, which were attended by over 5,000 customers in different cities throughout Chile. Important progress was made in loan products, specifically leases and foreign trade products to support our customers’ business ventures, with annual growth of over 15% and 25%, respectively. We also formed an alliance with Google to provide digital marketing tools to help SMEs expand business. 102 Business Areas The division’s ability to successfully incorporate corporate social responsibility as a key part of the Bank’s strategy was another major achievement in 2013. “Our relationship with the community is now seen as a strategic focal point”, Tagle comments. Our team, along with the rest of the Bank, works very closely with Desafío Levantemos Chile and the Astoreca Foundation. In 2014, our division’s main focus will be to cultivate closer relationships with customers and improve services and products. To accomplish this, a wide array of business intelligence initiatives will be implemented with this particular objective in mind. We will continue to strengthen our position in the medium to high-income segments with an appropriate value offering and segmentation, for which our multi-channel customer service approach is key. In the SME segment, we will promote working capital and investment financing with advising from specialized account executives. Our positive performance in 2013, together with diverse initiatives for 2014 as part of our long-term, customer-centered strategy, reinforces the Bank’s decision to work to become the banking industry’s undisputed leader in the retail segment. BANCO CREDICHILE DIVISION Closer to the Chilean People SHARE OF LOANS 2013 SHARE OF INCOME BEFORE TAXES 2013 6% 4% 94% 96% Banco Credichile Other Banco Credichile Other Mission Competitive Strengths To provide our customers with creative and effective solutions that ensure access to quality financial services, generating value for our customers, shareholders and employees and supporting the development of the community at large. • Wide customer base. • Largest market share and industry leader in returns. • High efficiency. • Excellent service quality. • Nation-wide coverage. Target Market Employees, retirees and micro-entrepreneurs in the C3 and D socioeconomic segments. Lines of Business and Products Banco CrediChile features a wide range of financial products and services, including consumer loans, savings accounts, credit cards, life and general insurance, mortgage loans, microenterprise loans, payroll and sight deposit accounts. Objectives and Strategic Initiatives 2014 • • Achieve operational excellence. Enhance service quality. • Place emphasis on transparency. • Renew self-service terminals and PC platform. • Strengthen indirect channels (Internet, mobile banking and Caja Chile) by adding 1,000 service centers. • Diversify sources of revenue. • Strengthen cooperative agreements with companies and alliances. • Consolidate microenterprise segment. • Develop human capital. • Conduct leadership and training programs to reinforce a distinctive culture. • Engage in corporate social responsibility initiatives. Business Areas 103 RETAIL MARKET In 2013, Banco CrediChile consolidated its leadership within the segment, renewing its technology platforms and opening more customer service centers to serve its customers more quickly and efficiently. The past year was very positive for the division thanks to appropriate management efforts focused mainly on three areas: enhanced risk processes, an increase in the gross margin and strict expense control. As a result of these efforts, the division increased net income by 17%. BANCO CREDICHILE DIVISION Loans (BCh$) 2012 2013 ∆$ ∆% Commercial 10.9 18.6 7.8 71.4% Mortgage 62.7 68.3 5.6 8.9% Consumer 696.7 706.3 9.6 1.4% Total 770.3 793.2 23.0 3.0% According to Juan Cooper, Division Manager of Banco CrediChile, “Banco CrediChile not only held its leading spot in terms of returns but also in market share, with 22% of total segment loans.” Summarized Income Statement (BCh$) 2012 2013 ∆$ ∆% Operating Revenue 166.4 168.8 2.4 1.4% Loan Loss Provisions (63.8) (59.4) 4.4 (6.9%) Operating Expenses (73.9) (76.0) (2.1) 2.8% The division’s diverse strengths - the foundation for its positive performance this year - include its extensive customer service network with close to 150 branches in addition to the Caja Chile network. With close to 2,000 affiliated businesses, the Caja Chile network enables customers to access basic financial services such as checking balances, making withdrawals and deposits and paying bills. Income Before Taxes (IBT) 28.7 33.5 4.9 16.9% Also in 2013, Banco CrediChile broadened the value offering for its target segment. It signed a large number of new collaborative agreements with companies, allowing it to offer payroll deduction loans and provide more and better services to individuals receiving payroll direct deposits in demand accounts. Ratios 2012 2013 ∆ Operating Income / Total Loans 21.6% 21.3% (0.3%) Efficiency Ratio 44.4% 45.0% 0.6% LLP / Total Loans 8.3% 7.5% (0.8%) IBT / Total Loans 3.7% 4.2% 0.5% Relevant Information 2012 2013 ∆ ∆% Number of customers (thousands) 874.2 900.9 27 3.1% 156 145 (11.0) (7.1%) Branches The customer service process was also enhanced through the use of fingerprint reading devices and improvements to the sales platform (particularly to loan pre-approvals) that reduced wait times. In the microenterprise area (companies with annual sales of less than UF 2,300), Banco CrediChile worked strategically to strengthen customer loyalty through specialized banking. The business model for this subsegment is based on providing competitive services and forming commercial alliances with trade associations. As a 104 Business Areas reflection of Banco CrediChile’s commitment to its microenterprise customers, the Retail Trade Confederation recognized it as one of the sector’s best supporters. In human resource management, Banco CrediChile worked hard to reinforce the leadership skills of all personnel in supervisory roles, understanding that they are key to successfully implementing the division’s strategy. Juan Cooper explains that “the commitment and professionalism of each team member are key to generating opportunities for development.” In addition, this business area continued to support the program AulaChile, an internal training platform (including both e-learning and classroom learning) that is certified by a prominent Chilean technical school. Through this program, 70% of the division’s associates participated in training on a variety of topics in 2013. In terms of corporate social responsibility - one of the Bank’s strategic pillars - Banco CrediChile participated actively with Desafío Levantemos Chile, promoting and supporting entrepreneurs with new and better tools for their business ventures, and giving some the chance to finish their secondary studies through a tutoring program. Lastly, looking towards 2014, Banco CrediChile will continue to strengthen its value proposals as well as cooperative agreements with institutions and companies. It also expects to finalize migration of its demand account customers to a recently developed system that will enable them to access important services such as a new Internet platform and mobile banking application. These and many other initiatives will enable CrediChile to strengthen its position in all segments, positioning itself as the industry leader and supporting the development and wellbeing of its customers and the country. Business Areas 105 WHOLESALE MARKET WHOLESALE, LARGE COMPANIES AND REAL ESTATE DIVISION Comprehensive Financial Solutions Tailored to the Customer SHARE OF INCOME BEFORE TAXES 2013 SHARE OF LOANS 2013 22% 31% 78% 69% Wholesale, Large Companies and Real Estate Division Other Wholesale, Large Companies and Real Estate Division Other Mission Competitive Strengths To create value for customers through effective solutions and differentiated value propositions for each segment with high service quality standards that enable it to maintain its leadership in terms of deposits, market penetration and cross-sales. • Customer service model. • Distribution network. • Comprehensive product and service offering. • Positioning and segment leadership. • Service quality. Target Market Chilean companies and foreign companies with operations in Chile with annual sales between Ch$1.6 billion and Ch$70.0 billion, including the construction and real estate industries and family offices. Lines of Business and Products The division has four specialized areas that serve different customer segments, offering a complete range of products, including: Loan products, payment products (payroll, suppliers, taxes, etc.), foreign trade, leases, factoring, treasury products (spots, forwards, structured products), investments and financial advisory services. 106 Business Areas Objectives and Strategic Initiatives 2014 • Improve efficiency and commercial productivity. • Enhance customer service model in wholesale area. • Assist customers with their regional growth plans, generating greater synergies with the Citi network. • Develop specialized solutions and improve customer experience in remote service channels. • Enhance segmentation so that each customer is offered the best value proposition and standard of service. The year 2013 was a period of historic growth and consolidation for the Wholesale, Large Companies and Real Estate Division, as a result of a strategy based on comprehensive service provided by specialized account executives. In terms of loan volumes, the division expanded loans by 23%, nearly doubling the growth posted by the market as a whole. Worth particular mention is the growth in business volumes in the Large Companies sub-segment, which further strengthens the Bank’s already excellent position within this customer group. A smart business strategy enabled it to also post growth in operating income of 21%, accompanied by effective risk management and controlled operating expenses. The division’s outstanding performance is attributable to its consistent, long-term strategy focused mainly on cultivating close relationships with and understanding its customers, backed by comprehensive, specialized services. The customer service model, centered around one key relationship executive supported by a team of specialized executives focused on the same portfolio, has demonstrated significant commercial effectiveness as well as a high degree of customer acceptance. In addition, through this model, division account executives expand their knowledge base as a result of working closely with experts from other divisions, thus contributing to their own development and versatility. In order to develop deeper and stronger relationships with customers in regions outside Santiago, numerous events were organized, including holding meetings of the Bank’s boards of directors in new locations. “Twice each year, the Bank’s board of directors meets outside Santiago. We have found this to be extremely beneficial. In fact, we have conducted surveys in these areas that detect important improvements in customer relationships,” comments Eduardo Ebensperger, Division Manager of the Wholesale, Large Companies and Real Estate Division. WHOLESALE, LARGE COMPANIES AND REAL ESTATE DIVISION Loans (BCh$) Commercial and Other ∆$ ∆% 3,328.1 4,458.1 1,129.9 2012 2013 33.9% Foreign Trade 731.9 751.1 19.2 2.6% Factoring 348.5 333.7 (14.7) (4.2%) Leasing 789.4 860.3 71.0 9.0% 5,197.9 6,403.2 1,205.3 23.2% Total Summarized Income Statement (BCh$) 2012 2013 ∆$ ∆% Operating Revenue 183.1 221.8 38.7 21.2% Loan Loss Provisions (13.2) (23.2) (10.0) 75.6% Operating Expenses (72.7) (70.0) 2.7 (3.6%) Income Before Taxes (IBT) 97.1 129.0 32.1 32.9% Ratios 2012 2013 ∆ Operating Income / Total Loans 3.5% 3.5% (0.0%) 39.7% 31.6% (8.1%) LLP / Total Loans 0.3% 0.4% 0.1% IBT / Total Loans 1.9% 2.0% 0.1% Relevant Information 2012 2013 ∆ ∆% Number of customers (thousands) 17.9 18.5 0.6 3.2% Efficiency Ratio Business Areas 107 WHOLESALE MARKET In order to expand the division’s service offering and satisfy new market requirements, important initiatives were implemented within the division in 2013, including the creation of two new business units to serve specialized niches: Investment, which was involved in important transactions during the period, and Family Office, with an estimated market of US$ 60.0 billion in managed assets and attractive growth rates. This type of initiative is the result of an ongoing process to analyze the needs of current and potential customers. The combination of these measures and the division’s distinctive capacity to relate to customers through customer loyalty events and more than 17,000 on-site customer visits made each year, has enabled the division to consolidate its business model, considerably increasing cross sales and returns on these relationships. Customer perception of service quality also improved significantly, which has enabled the division to retain its competitive leading position. Regarding human resource management, during the year the division promoted internal mobility among its associates, transferring and promoting individuals within the division and to or from other divisions. In 2013, 13.2% of associates were promoted to positions of greater responsibility. This effort has resulted in reinforcing associate commitment and motivation, assuring team members that their effort and hard work can enhance their career development. In corporate social responsibility, the division is known for its strong commitment to the Bank’s activities. In particular, it is especially close to the Debra Foundation, which helps children suffering from epidermolysis bullosa. Regarding this work, Eduardo Ebensperger 108 Business Areas Orrego comments, “This foundation is a part of our division and is present in all we do. Our commitment to the foundation is a way of giving back and sharing the division’s success and efforts with the community.” Also worth mentioning in 2013 was the division’s contribution to education through the Araucanía Aprende and Astoreca Foundations. In 2014, our division’s efforts will focus on cultivating closer relationships with customers and maintaining our current commercial leadership. In particular, contact platforms will be strengthened, mainly remote channels and on-line banking. These and other initiatives, such as proper risk management and a focus on commercial control and monitoring, will allow for substantial progress in the division’s market position, consolidating and strengthening its achievements in 2013. CORPORATE AND INVESTMENT BANKING DIVISION Customized Products for a Highly Competitive Market SHARE OF LOANS 2013 SHARE OF INCOME BEFORE TAXES 2013 20% 19% 81% Corporate and Investment Banking Division 80% Other Corporate and Investment Banking Division Other Mission Competitive Strengths To lead the financial products and services market in the large corporations segment by providing exceptional, comprehensive universal banking services and assisting Chilean companies with their international business ventures. Target Market • Large customer base. • Broad product offering with a network of global banking services. • Comprehensive solutions based on long-term relationships. • Integration with the Citi global network and Banchile. • Service quality. • Brand positioning. Chilean and multinational companies with annual sales over Ch$70.0 billion. Objectives and Strategic Initiatives 2014 Lines of Business and Products The division offers its customers products such as variable term financing; transactional banking services such as current account management, payments, collections, representation and asset custody both in Chile and abroad; investment banking and capital markets products as well as advisory services for initial public offerings, capital increases, sales and purchases of shares block orders, private capital placements, public share tenders, mergers and acquisitions, company valuations, bond issuances and syndicated loans. • Maintain market leadership. • Focus on sales of transactional and investment banking products. • Strengthen product cross-sales. • Support customers with regional business ventures. Business Areas 109 WHOLESALE MARKET In 2013, the division consolidated its leadership in the diverse corporate banking segments, with exceptional performance in transactional banking and high quality customer service. CORPORATE AND INVESTMENT BANKING DIVISION Loans (BCh$) Involved in the most important transactions within the local corporate market, Banco de Chile was the first bank in terms of volumes of pensions paid in the private sector, and was well positioned in the traditional banking business as well as in transactional banking, treasury and investment banking, positioning the Bank’s Corporate and Investment Banking Division as the top player in the corporate market. This leadership is based on a team of experts that are always attentive to their customers’ exacting financial needs and strive to provide the best service to Chile’s largest economic groups, large corporations and subsidiaries of multinationals. In terms of transactions, this division ranked first in international placements by Chilean companies during 2013, taking part in major bond transactions such as Entel’s first international bond placement for US$ 1.0 billion; the placement by Falabella to raise US$ 700 million through one issuance in dollars (US$ 500 million) and another in Chilean pesos (US$ 200 million), also on international markets. Regarding payment systems, the division led the local banking industry with 35% of the multi-bank automatic bill payment market and 32% of large payment transactions. The Corporate and Investment Banking Division Manager, Alain Rochette, explains that the division “is the main supplier of pension payment services for the private system in Chile, while it also leads in supplier payments for the mining industry.” In addition, the Corporate Division posted important growth in cross-sales of services, with the highest number of products per customer in the local industry. The division’s focus is to be extremely close to customers and help them with their regional and/or global expansion plans through a regional customer service platform where the alliance with Citi gives it an important advantage and a unique value proposition: To this effect, Alain Rochette points out, “There are increasingly more international companies coming 110 Business Areas Commercial and Other 2012 2013 3,310.1 3,376.1 ∆$ ∆% 66.0 2.0% Foreign trade 479.3 365.1 (114.2) (23.8%) Factored receivables 204.2 137.8 (66.4) (32.5%) 77.0 63.3 Leases Total 4,070.6 3,942.3 (13.8) (17.9%) (128.4) Summarized Income Statement (BCh$) 2012 2013 Total Operating Revenue 155.3 181.3 26.0 16.7% 5.6 (14.9) (20.5) (366.6%) Operating Expenses (43.7) (48.4) (4.7) 10.7% Income Before Taxes (IBT) 117.1 118.4 1.3 1.1% Loan Loss Provisions ∆$ (3.2%) ∆% Ratios 2012 2013 ∆ Operating Income / Total Loans 3.8% 4.6% 0.8% Efficiency Ratio 28.2% 26.7% (1.4%) LLP / Total Loans (0.1%) 0.4% 0.5% IBT / Total Loans 2.9% 3.0% 0.1% Relevant Information 2012 2013 ∆ ∆% 4.8 5.3 0.5 11.0% Number of customers (thousands) to Chile and Chilean companies going abroad, so it is very important to try to anticipate the solutions they will need”. In terms of service quality, important initiatives were implemented to improve post-sales service and the effectiveness of complaint resolution processes. As a reflection of these precise efforts, the Bank was recognized for the fifth year in a row as the Best SubCustodian Bank by the magazine Global Finance, while the division’s recommendation index increased by over 80%. Lastly, convinced that excellent service quality is a differentiating element, in 2013 this division began work to obtain ISO 9001 quality certification for its telephone banking service. “What makes this differentiation and the division’s leadership possible are the professionals that work here”, says Alain Rochette. The vast experience of its associates, together with collaboration between the Investment Banking Division (Banchile Citi Global Markets), the Treasury Division and Transactional Banking enable us to carry out highly challenging transactions seamlessly. In corporate social responsibility, the division is working alongside the rest of the Bank to assist Desafío Levantemos Chile, particularly with its entrepreneur institute. It also participates in the “Night of Dignity” program, distributing food to homeless individuals living near the Santiago Central Emergency Room on a monthly basis. In 2013 the Division also sponsored a preschool in Peñalolén where activities include a Christmas celebration in December. Based on its performance in 2013, the division has set for itself the challenges of continuing growth and strengthening leadership. In this process, proximity to customers will be key, understanding their needs and assisting them with their regional and/or global expansion plans. The division will also maintain efforts to attain excellent service quality, redesigning and strengthening its diverse customer service channels and positioning this business area at the core of all new developments and innovations. “When you are serving the largest and most sophisticated local and international companies, you must have a team with incredible expertise in the different products you offer, whether in transactional banking or the advisory services market,” he comments. To this end, the division’s team is structured so that key positions are held by professionals with more than 20 years experience in the financial market. In order to enhance their professional expertise, the division actively participates in an exchange program with Citi for executives to complete a internship abroad to learn about different products and markets. This is crucial since the division’s services demand complete knowledge of the processes, requirements and stages involved in a transaction, generating a better value offering than our competitors. Business Areas 111 TREASURY TREASURY Conquering New Markets, Instruments and Investors INVESTMENTS AS SHARE OF TOTAL ASSETS 2013 SHARE OF INCOME BEFORE TAXES 2013 2% 8% 98% 92% Treasury Other Treasury Other Mission Competitive Strengths • To strengthen net revenue generated by offering innovative financial products and services, and implementing best practices in asset and liability management. • To ensure compliance with the Bank’s liquidity and market risk policies, and provide the best support for the rest of the organization´s business units and their customers. • Comprehensive product offering. • Access to global platform through Citi. • Specialization and know-how. • Prestige and brand. • Customer base. • Size of balance sheet. Target Market Objectives and Strategic Initiatives 2014 • Institutional investors. • Multinational entities, corporations, wholesale customers and large companies. • Private banking and preferential customers. • Focus on generating solutions for customers using structured products and options. • Increase coverage of currency trading platform. • Expand distribution capacity of Sales and Structured Products Area. • Continue diversifying sources of funding. Lines of Business and Products • Derivative products to hedge market risk (currency, inflation, interest rates). • Currency trading. • Repurchase agreements and time deposits. • Brokerage of financial instruments. • Distribution and placement of bonds for corporations and large companies. 112 Business Areas In 2013, Banco de Chile positioned itself as the main issuer of debt in foreign markets, in terms of innovation, volume and market diversification. The Treasury Division reached important milestones, positioning the Bank as the only bank in Chile that has placed debt instruments in six different markets: Japan, Switzerland, Hong Kong, the United States, Mexico and Peru. The Corporation was a trailblazer, innovating in markets other than the United States and building a more long-term market for its issuances in Japan and Switzerland, where several placements were completed during the year. With respect to its strategy to connect markets, an important achievement during the year was the creation, in conjunction with Citi, of Global Depository Notes (GDN), which are instruments issued in the United States in dollars and linked to an instrument issued in Chile. With this, the entity introduced local issuers to a new way of financing, offering foreign institutional investors the opportunity to generate exposure abroad under US law and jurisdiction for instruments issued in the local Chilean market. TREASURY Financial Instruments (BCh$) Trading Instruments 2012 2013 192.7 393.1 ∆$ ∆% 200.4 104.0% Instruments Available for Sale 1,264.4 1,673.7 409.3 32.4% Total 1,457.1 2,066.8 609.7 41.8% ∆% Summarized Income Statement (BCh$) 2012 2013 ∆$ Total Operating Revenue 32.7 16.3 (16.4) (50%) 0.0 0.0 0.0 (313%) Loan Loss Provisions Operating Expenses (9.9) (6.4) 3.5 (36%) Income Before Taxes (IBT) 22.8 10.1 (12.7) (56%) Ratios 2012 2013 ∆ Operating Revenue / Total Financial Instruments 2.2% 0.8% (1.5%) 30.2% 39.0% 8.8% 1.6% 0.5% (1.1%) Efficiency Ratio IBT / Total Financial Instruments In terms of trading, rate mismatches and sales of financial products, the division also performed well and complemented progress and initiatives in liability management. To this effect, Alain Rochette points out, “In both interest rate and exchange rate positioning, we achieved excellent results, taking advantage of shifts in interest rate curves and optimizing financing alternatives. We also maintained our leadership in risk exposure solutions for our customers through derivative products.” The commitment and professionalism of the division’s team, together with the Bank’s efforts to supply the tools it needs to do business, are key to the success of this business unit. Because global connectivity is one of the Bank’s main strategic focal points, leveraging our strategic partnership with Citi and our relationships with world-class international entities, our executives are increasingly in contact with foreign markets and have taken part in learning opportunities in different countries. Another milestone for the year, and the result of the division’s drive for innovation, was the important progress in implementing “Murex”--a robust IT support platform for derivative transactions and other financial products. This integrated, front-to-end system automates operating and accounting processes, improving risk monitoring and valuations of diverse financial instruments. It also facilitates incorporation of different local and international regulatory changes that are expected in the near future as well as those linked to the Dodd Frank reforms. “A platform like Murex sets the foundations for continuing to automate all treasury and markets processes,” explains Rochette. This team spirit is reinforced each day thanks to the work of Desafío Levantemos Chile, among other corporate social responsibility activities in which the Bank participates. Business Areas 113 SUBSIDIARIES BANCHILE CORREDORES DE BOLSA S.A. Industry Leaders During the year, Banchile Corredores de Bolsa consolidated its market leadership and was recognized by prominent local and international institutions. These achievements can be attributed primarily to its mission to offer quick and secure transactions, identifying the best combination of profitability, flexibility and liquidity for the customer. Its market share of share volumes traded was 10.0% while net income for the year was Ch$9.3 billion. From a product perspective, international and local bond placements as well as simultaneous transactions did their part to make 2013 a successful year. These achievements helped position Banchile Corredores de Bolsa as the market leader in this business, characterized by sophisticated products and attractive margins. During the year, the subsidiary played the role of placement agent in several important share placements, including Banco de Chile, CMPC, CCU and Enersis. The Enersis placement was the highest volume transaction on the local capital market. In fixed-income, the bond issuance for Caja Los Andes--the largest corporate placement in pesos--as well as those for ENAP, Mall Plaza and Quiñenco, stood out. Along with these accomplishments, 2013 was very important in terms of international recognition. Banchile Corredores de Bolsa was distinguished as the Best Investment Bank 2012 and the Best Share Placement Agent 2012 by Diario Financiero and Deloitte. Global Private Bank also recognized the subsidiary as the Best Private Bank in Chile for its Wealth Management segment. The last award recognizes the best private banks for their progress in matters such as business strategy and growth, as well as customer relationships. “These accolades further engage our efforts to contribute to the proper development of the Chilean securities markets, providing new and better products as well as exceptional customer service,” comments Andrés Bucher, CEO of the brokerage subsidiary. 114 Business Areas The subsidiary’s intensive use of state-of-the-art technology also deserves mention. It has cutting-edge platforms, broad coverage for services, clear guidelines on loyalty and a differentiated proposal for its diverse customer segments that enable it to serve over 160,000 customers. One example of this was the launch of a new application for mobile phones, designed for smartphones (iOS and Android platforms) towards the end of the year. The version for tablets is expected to be released in a second stage. This is in addition to other services that are one-of-a-kind in the market, such as the On-line Share Market Price (Banchile Market Data) application and Gain/Loss Notices. Also in 2013, the entity consolidated the Fidessa platform, a tool that allows customers to route their orders directly to the Santiago Stock Exchange. Lastly, during 2013, Banchile Corredores de Bolsa was recognized for the seventh year in a row by Great Place to Work Chile as one of the 20 best companies to work for in Chile. It also placed 23rd among the best ranked companies in Latin America. Andrés Bucher indicates that “without a doubt, the integrity, respect and commitment of the associates at Banchile Corredores de Bolsa S.A. have created an extraordinary work environment, which has translated into providing exceptional service for our customers.” BANCHILE ADMINISTRADORA GENERAL DE FONDOS A Comprehensive Market Outlook Creating new products and offering innovative investment opportunities to our customers was one of the focal points of 2013 for Banchile Administradora General de Fondos - the local market leader in asset management. During this period, the subsidiary added 14 new mutual funds to complement its broad offering, including new structured and stock mutual funds. The new variable-income funds include alternatives to invest in US and European markets and others to take advantage of a capital gains tax exemption for investors under law ITL 107 (ex 18 ter). The subsidiary also launched the first product with a quantitative strategy that adjusts its investment portfolio each month in different asset classes. With these developments, the subsidiary currently manages 86 mutual funds and eight investment funds, enabling its customers to diversify their portfolios with different financial instruments, thus taking advantage of the best business opportunities in Chile and the world. presented by newspaper Diario Financiero and the Mutual Funds Association. Among other accolades, it was awarded first place in the category Developed Stock Fund with the Global Mid Cap Mutual Fund. The subsidiary - the entity that has received the most awards from Fund Pro over the six years of the awards’ existence--was also distinguished as the Best Mutual Fund in 2013, in the Emerging Stock category (Banchile Dynamic Vision Stock Mutual Fund). For the seventh year in a row, Banchile Administradora General de Fondos placed among the top 20 companies to work for in Chile according to the Great Place to Work Institute. All of these awards are closely related to the quality of the company’s associates. It is this group of individuals that work every day to consolidate the subsidiary’s leadership within the asset management industry, highlighting its commitment to providing exceptional service and delivering high quality products to all customers. Currently, the subsidiary has more than 379,000 investors and managed funds over Ch$4.5 trillion as of December 31, 2013, giving it a 21.9% market share in mutual funds, and making it the industry leader. In addition to product innovations, the subsidiary collaborated closely with the legislative process for the recently approved Sole Funds Law, which allows product offerings to be broadened and encourages foreign investors to enter the market. This new law, which spent years in congress, consolidates the asset management industry, resolving pending issues and incorporating key elements for the industry’s development regarding flexibility and product offerings. The new law also makes the Chilean market more attractive to foreign investors by giving them the direct benefit of not paying taxes on capital gains obtained on their investments in Chile. The subsidiary’s concern for its customers and the market in general was also recognized by distinguished industry players. This year the entity received awards in four categories at the Salmon Awards Business Areas 115 SUBSIDIARIES BANCHILE CITI GLOBAL MARKETS Advising Major Transactions The combination of local experience and a global service network has enabled this subsidiary to affirm its national leadership in stock and debt issuances. Banchile Citi Global Markets performed well in 2013, leading the industry as the top share and bond placement agent for locally issued securities. This is in addition to its key role of advising on the most important mergers and acquisitions during the year. The subsidiary’s positive performance is based on its strategy to provide support and guidance for companies during major transactions such as IPOs, capital increases, debt issuances and the search for financing. The subsidiary also assists its customers with strategic decisions, such as mergers and acquisitions and valuations of companies or business lines, offering solutions on both local and international financial markets. In the case of local bonds, the subsidiary led the market for the third consecutive year, participating in major transactions such as those for Caja Los Andes and ENAP. On international markets, BanChile Citi Global Markets together with Citi took part in transactions of great interest to the market such as bond placements for Falabella, Latam Airlines Group, Entel and Gener. 116 Business Areas On the local stock market, BanChile Citi Global Markets led important placements during the year, including capital increases by Enersis for US$6.0 billion, CCU for US$700 million, Quiñenco for US$700 million and CMPC for US$ 500 million. It also led transactions by regional issuers in Chile such as the Re-IPO of the Colombian company Avianca and the IPO by Mexico’s Sanborns Group. In mergers and acquisitions - the third business area managed by this subsidiary - several transactions deserve mention: advisory services on financing for the acquisition by Tecno Fast of 50% of Tecno Fast Atco; services provided together with Citi to Enagás and Oman Oil Company on the purchase of 40% of GNL Quintero S.A. and advisory services for U.S. company CHRISTUS Health, which purchased a 40% interest in Red de Salud UC. All of these transactions were backed by Citi, serving customers with the local and global capabilities of both institutions. In the domestic market, it also works in coordination with Banchile Corredores de Bolsa to distribute publicly listed securities such as stocks and bonds. BANCHILE CORREDORES DE SEGUROS Broad, Innovative Offering The excellent positioning of BanChile Citi Global Markets was widely recognized by the market. For example, it was named the Best Investment Bank and the Best Share Placement Agent by Diario Financiero and Deloitte. It was also named “Best Investment Bank Chile 2013” by the magazine Global Finance and “Best Debt House Chile 2013” by the magazine Euromoney. In 2014, Banchile Citi Global Markets will further efforts to broaden its leadership to all of the products and services it offers, contributing its profound knowledge of capital markets and offering its customers exceptional service with an international reach. In order to provide its customers with peace of mind and security, Banchile Corredores de Seguros continued to provide an innovative, comprehensive product offering, securing its leading position in the local market and surpassing even its own commercial records. This was achieved by strengthening the diverse sales channels of Banco de Chile and Banco CrediChile, selling life and general insurance policies through account executives, service area executives, investment executives, sales forces and telemarketing, Internet and contact center associates, among others. Thanks to this strategy, in 2013 the insurance brokerage subsidiary made up a significant portion of the Bank’s revenue, increasing sales of customer protection insurance policies by 24% over the prior year. It also posted record on-line sales of Obligatory Personal Accident Insurance (SOAP) with 124,579 policies and 448,918 new health, life and/or property insurance policies for customers of Banco de Chile and Banco CrediChile, which is equivalent to 23% growth over the prior year. This subsidiary also managed to expand the number of workers covered through collective personal injury policies to 57,794 individuals employed by 3,117 corporate customers of Banco de Chile. This increase translated into annual growth of 32% in policies sold with respect to 2012. Business Areas 117 SUBSIDIARIES Seventy-four percent of current account holders from the Bank’s Commercial Division had life, health and/or property policies from the subsidiary. During 2013, Banco de Chile’s Retail Banking Division channeled sales of 45,579 individual policies, collected through payment media other than credit. This outstanding growth in the volume of polices brokered was accompanied by efforts to strengthen Internet sales channels. Overall, remote channels played a larger role with 36% of sales of customer protection insurance within the Commercial Division. Average monthly sales of catastrophic health insurance policies doubled with respect to 2012. In terms of its product offering, the subsidiary introduced 10 new insurance policies available on its web page and placed greater emphasis on social networks (Facebook, Google, Twitter) as a way to promote sales and provide services. One of the biggest innovations was the sale of insurance using customer loyalty program points. In the SME segment, which is also served by Banchile Corredores de Seguros, a new platform was implemented to sell insurance policies designed specifically for companies of that size. In 2013, there were major developments to improve the customer experience with Banchile Corredores de Seguros, including incorporating a new Customer Service Area. The mission of this new area is to correctly execute processes and ensure the satisfaction of customers from the entire corporation that are insured by Banchile Corredores de Seguros. In regulatory matters, changes introduced by the new insurance law, which took effect in December 2013, were fully implemented thanks to coordinated team work from the Bank’s different business areas and the respective regulators. These changes called for modifications to accounting, IT and documentation. 118 Business Areas Finally, we would like to point out that all of the tasks and objectives successfully accomplished in 2013 were achieved thanks to a great team of associates that are very committed and willing to work in an environment built on trust, cooperation and optimism. In 2014, Banchile Corredores de Seguros expects to strengthen its product offering with more added value through insurance coverage that is valued by customers. It also plans to develop new sales channels that are closer to customers and make purchasing insurance easy. To do this, it will rely strongly on its team of associates, individuals who work to cultivate relationships built on trust and proximity and who seek learning opportunities that allow them to continuously grow and improve. PROMARKET S.A. SOCOFIN S.A. Our Focus, the Customer Intelligence-Based Approach Promarket, the Bank’s subsidiary responsible for evaluating potential customers, collaborates mainly with the Commercial Banking Division and contributes a considerable percentage of the division’s new customers. Its main strengths include its geographic coverage (from Iquique to Puerto Montt), a sales force of highlycommitted, experienced executives, emphasis on segmentation and specialized teams. The focused work by Socofin, the Bank’s subsidiary specializing in collections and normalization of debt, enabled it to recover more written-off loans and sign more customer payment agreements than in 2012. This was possible thanks to the use of business intelligence derived from collections scoring models that determine the likelihood of payment. The subsidiary’s work was more focused, prioritizing customers with greater payment probabilities and taking specific steps in cases with lower scores. The sharp rise in evaluations of potential customers from the high income and SME segments was one of the main achievements for the year. The entity exceeded its goals for pre-approving highincome and SME segment customers. As a result, Promarket provided the Bank’s Commercial Banking Division with around 29,000 successful evaluations of potential customers. Each evaluation was conducted based on the requirements for opening a current account, line of credit, Visa, MasterCard or Redbanc card, ultimately leading customers to open 120,000 new products. Motivation and a good work climate within the subsidiary were key to its positive performance in 2013. These good relationships are reflected in the subsidiary’s work with customers and allow for continual improvements to the quality of customer service in diverse segments. These very same reasons enable associates to maintain their focus on the search for potential customers. In 2014, this subsidiary will concentrate on improving the quality of pre-approved segments as defined by the Bank. The focus will still be on the customer, aiming for cross sales and profitability while emphasizing higher-income segments. In addition, Socofin has developed specialized solutions for each segment, always considering the nature of the customer. This contributes to the subsidiary’s ongoing search for efficiency, striving to provide quality support and value-added collections services for the Bank’s loan portfolios. Currently, the subsidiary provides national coverage through its 31 offices from Arica to Punta Arentas. BANCHILE SECURITIZADORA Unconventional Solutions Banchile Securitizadora is a subsidiary of Banco de Chile that provides customers with unique expertise and knowledge in structuring and placing securitized bonds, responding to companies’ needs to back payment of their obligations with cash flows from mortgage notes, credit cards, auto loans, accounts receivable or future cash flows, among others. BANCHILE TRADE SERVICES LIMITED Banchile Trade Services Limited is a subsidiary constituted in Hong Kong to facilitate foreign trade operations in Asia—especially China—for Chilean customers. Business Areas 119 08 RISK MANAGEMENT Credit Risk Financial Risk Operational Risk I. INTRODUCTION The design of a governance structure for managing risks has proven to be a cornerstone of bank management throughout the world. This element has become even more important after the financial crisis that strongly impacted developed countries towards the end of the last decade. The lessons learned from that crisis have been the focus of many studies, which concur on the importance of the risk management function within a financial organization. In effect, one of the first conclusions from this learning process identifies two key concepts for sustaining a bank’s capacity to generate value over the long term: how corporate governance for risk is established and how entrenched its risk culture is. As a result, risk management at Banco de Chile holds a prominent position throughout the organization, expressed in our strong tradition in risk matters, which is maintained and reinforced through ongoing monitoring of the different risk areas. The industry’s increased complexity has gradually strengthened the function of the Corporate Risk Division, which is responsible for managing the Bank’s credit, financial and operational risk. For each of these risk areas, the Division evaluates potential sources that might generate losses for the Bank, and then designs and implements measures to effectively mitigate them. It devotes special attention to risks that are less controllable, such as those arising from shifts in market prices or macroeconomic trends that affect the Bank’s portfolio, or from flaws in processes or systems. These efforts are framed within risk guidelines from the board of directors and are governed by policies and processes for the different areas. In this mission, our associates play the important roles of broadening risk awareness and training new teams. Along these lines, our team of associates is very experienced and known industry-wide for its expertise in all risk matters. The Bank also continues to develop systems and metrics that enable it to better accomplish this important task. The mission of the Corporate Risk Division is to address the core question of how to decide how much risk the Bank is willing to accept for each business segment, product and service in order 122 Risk Management to help guide value creation for the Bank. To accomplish this, the division has established several committees to help measure, control and mitigate the risks that fall within this design and to enable the Bank to minimize any deviations that may arise, whether potential or real. In 2013, the Bank conducted an exercise to determine the nature of its main strategic risks, separated into traditional and nontraditional risks, constructing a map of relevant risks that allow it to prioritize their source and guide our future actions. Societal changes have placed greater emphasis on more intangible aspects we need to address, such as reputation risk, which was identified as a result of this work. With the development of conceptual risk maps, Banco de Chile continues to focus on managing all aspects of risk in order to guide value creation through its strategic plan. Likewise, the division always tries to anticipate more complex changes facing the financial business, which is the subject of increasing local and international regulations as a result of its close ties to the economic cycle. Lastly, in its daily risk management efforts, Banco de Chile addresses a broad range of risks including potential changes in the macroeconomic environment and the country’s economic cycle, whether overall or per industry, whose effects can be seen in credit matters, financial positions and liquidity positions, as well as in plans to diversify funding sources. In the same way, risks related to business continuity require robust recovery plans in the event of unforeseeable disasters that compromise IT security, physical security or data protection. This also involves our suppliers, who are an extension of the services offered by the Bank. It is of utmost importance to fully understand their processes and comply with commitments made. CREDIT RISK II. CREDIT RISK It has been said that without risk, there is no legitimate gain. Therefore, the main mission of credit risk management efforts is to optimize the risk-return ratio given the Bank’s particular risk tolerance or appetite. Banco de Chile’s credit risk is managed through a global strategy based on economic conditions and target markets. The Bank has defined policies and developed processes that tailor credit risk management based on markets and segments, which generally translates into mass, automated processes for individuals, parameters for small and medium-sized businesses and case-by-case analysis for large companies and corporations. For the Bank, a basic principle of credit risk management and the foundation of its model is its constant presence throughout the entire credit cycle, including approval, monitoring and recovery of loans granted. The main objectives of credit risk management are: • • • • • • Consistent with this principle, the Corporate Risk Division strives to always assure the quality of the Bank’s portfolio and optimize the risk-return ratio for all retail and companies segments, managing all phases of the credit cycle. It also works to ensure integral compliance with the criteria and guidelines set by the board of directors, which participates actively in credit risk management, providing management with guidance on handling credit risk and receiving periodic briefings on portfolio performance and behavior. • • • • Bearing in mind the ongoing nature of credit risk management enables the Bank to conduct a rigorous credit assessment before approving loans to assure customers fall within the predefined target market; guarantees exhaustive controls to ensure application of credit policies; and allows for meticulous monitoring of changes in portfolio risk and the loan restructuring and collections processes used with delinquent customers. It also enables us to act early before signs of deterioration (warning levels) arise, mitigating risk and reducing exposure in order to diminish potential portfolio loss. • • • • • Proposing effective credit risk policies to the Board that guarantee profitability. Providing an up-to-date understanding of each segment with broad perspectives that allow plans to be defined based on segment composition, growth and other critical variables to success. Establishing the rules and procedures to be followed by each business segment for the entire loan process (approval, monitoring and collections). Having sufficient provisions based on the credit quality of the portfolio in order to guarantee recognition of all existing risks. Managing limits and warning levels established by the board for credit attribution levels. Identifying, quantifying and controlling risks arising from loan transactions. Evaluating, approving and ensuring correct structuring for loan transactions, based on the customer’s credit quality, providing solutions that are suited to their needs and are in line with the Bank’s policies over time. Resolving exceptions to credit policies. Constantly supervising operations in order to anticipate events and react to risk warnings, ensuring a healthy portfolio. Managing groups of customers with above-normal potential risk and collections from customers with signs of impairment. Managing recovery of impaired assets. Training our organization so personnel develop knowledge of different products and segments, and developing a credit culture that favors high-quality assets and is aligned with our people and strategy. Optimizing statistical models for large-scale approval processes, more focused monitoring procedures and provisioning models based on estimated loss. Providing guidance in structuring deals in order to maximize the risk-return ratio of the portfolio. Managing talent in order to ensure the continuity of risk management efforts, while maintaining exceptional results. Risk Management 123 CREDIT RISK II.1 Approval Process Given the unique nature of each segment, with different variables shaping their financial structure and payment capacity, the Bank has segmented its loan analysis and approval process. Each approval process specifies: • • • • Policies and procedures Levels of specialization and expertise from participants The type and depth of IT systems required The type of predictive models/indicators for each segment (scoring or rating). the customer data entry work and, in addition, has ongoing review and auditing processes to verify that the credit process is being carried out properly. Indebtedness limits are established based on different risk profiles (scoring) and the segment of each customer. They are used to define the maximum exposure that the Bank is willing to accept with each customer in its different products, considering the customer’s current debt with other financial institutions. Based on these elements, three models are used for approving loans: Defining the target market is key to guiding commercial efforts and business strategy. The most efficient product offering allows the Bank to maximize individual exposure and expected returns. Automated Model: This methodology is used recurrently for Parametric Model: For the SME market, the Bank has developed individuals in the retail banking and Banco Credichile segments. In order to evaluate loan applications on a large-scale basis, models are applied to rate three relevant dimensions of the approval process: special evaluation and approval methods based on the segment’s unique characteristics. A parametric model has been defined that can take into account the large-scale aspects of the segment but also provides the opportunity for a case-by-case analysis to examine the particular situation of a given customer. • • • Minimum credit profile Indebtedness limits Target market A customer’s credit profile is rated using statistical credit scoring models, which are different for retail banking and Banco Credichile, and are also segmented for the different types of customers within the commercial areas. The predictive capacity of our models is fundamental in successfully addressing portfolio risk during crisis scenarios. As a result, the Bank must constantly review their appropriateness given current market conditions and modify them when necessary. In order to ensure quality information is provided by customers being evaluated, the Retail Risk Division conducts a large part of 124 Risk Management To accomplish this, the model evaluates customers based on three fundamental pillars: internal and external payment behavior; an analysis of financial information and an assessment of the customer’s business, including the experience of its owners and/ or management. This parametric evaluation process condenses the customer’s credit quality into a rating, which is directly linked to the credit attributions required to approve each transaction. Sometimes ratings cannot be obtained either because of a lack of information and/or due to the industry. These cases are managed directly by the risk area, which performs a credit evaluation using its expert judgment. Internal audits are regularly performed to ensure the quality of the information used to prepare ratings. In addition, the Corporate Risk Division supplies the commercial areas with an important tool for good commercial management - its ongoing process of pre-approving customers for loans. As a result, both the retail and the SME markets have specialized units that II.2 Management and Monitoring generate loan offers using strategies previously defined for these segments. The strategies employ statistical models calibrated based on macroeconomic trends and the payment behavior of these groups over time. These loan offers and approvals are backed in many cases by guarantees, particularly government-backed guarantees for these segments. A key pillar of successful portfolio management consists of managing and continuously monitoring credit risk in order to identify business opportunities and detect potential deterioration at an early stage. Both tasks contribute to an effective process that stems from early decision making under highly competitive conditions that demand timely and efficient answers. Case-by-Case Model: This model is used for all customers Banco de Chile recognizes the value of anticipating decisions that need to be made and has therefore developed and used diverse tools for each market, segment and product that, as a whole, allow it to properly control its loan portfolio. from the wholesale segment (companies with annual sales over Ch$1,600 million). It entails an individual assessment, based on the level of risk, the term of the loan, the amount of the transaction and the complexity of and outlooks for the business, among other variables. This process is also supported by a rating model that standardizes the evaluation and determines the required credit attributions. For this, it has developed a strong process and team with considerable experience in the loan approval process for the diverse segments and industries in which we do business, complemented by a medium and long-term outlook on different industries and customers. The entire loan approval process (from the initial application) is supported by the risk area in order to make the process more effective, improve the quality of the evaluation and optimize response times. Risk Management 125 CREDIT RISK II.2.1 Companies Market In the companies market, management and monitoring are based on a set of systematic processes that have reported positive results. The most important of these processes include: LOAN LOSS PROVISIONS (Billions of Ch$) 242 209 188 125 1.5% 0.8% 1.2% 1.0% 2010 2011 Loan Loss Provisions 2012 2013 LLP Ratio DISTRIBUTION OF COMPANY LOANS BY ECONOMIC SECTOR DECEMBER 2013 (% of loans) 2.7% 4.7% Utilities Commercial Loans To Individuals 1.4% Fishing 18.7% Commerce 3.0% Mining 6.0% Agriculture & Forestry 10.0% Manufacturing 19.6% Financial Services 10.1% Social & Personal Services 11.4% Transport & Communications 126 Risk Management 12.4% Construction • Management of delinquent customers, supported by predictive risk level indicators, monitoring and action plans for more important customers and differentiated strategies for early collections. • Structured controls for customers with loan covenants. • Quick portfolio review to identify customers that could potentially be affected by variations in prices or macroeconomic variables in specific sectors. • Systematic monitoring programs for credit behavior variables and companies’ financial figures, as well as loan-specific conditions and restrictions. • Management of portfolio classifications to determine the risk and provisioning rate needed, in accordance with SBIF regulations that have been incorporated in specific internal policies and that can be applied to customers that need to be reviewed individually. • Management of portfolios with special monitoring using committees that meet periodically and ongoing monitoring to establish action plans for businesses that present warning signs of risk. Banco de Chile’s commercial portfolio continues to present lower delinquency rates than banking system averages. As of December 2013, the ratio of 90-day past-due loans to total loans was 1.13%, which compares positively to the industry figure of 1.71% as of November. COVERAGE RATIO OVER 90 DAY PAST - DUE LOANS 90 DAY PAST-DUE LOANS (%) (Times) 2.5 2.0 3.2 1.5 2.7 1.0 2.2 0.5 1.7 0.0 1.2 Jan.10 Banco de Chile Dec.10 Dec.11 Dec.12 Dec.13 0.7 Jan.10 System Banco de Chile Banco de Chile has increased its provisions for this portfolio, defined as reserves for potential losses, giving a provision ratio of 2.20% as of year end. The financial system mirrors this trend with an identical ratio of 2.20% as of November. ALLOWANCES / TOTAL LOANS (%) 2.5 • 2.3 2.1 1.9 Jan.10 Banco de Chile Dec.10 Dec.11 Dec.12 Dec.13 • System As a result of the decreased delinquency rates and the Bank’s provisions, Banco de Chile has a good coverage ratio for its 90day past due loans, reaching 1.94 as of December 2013 while the financial system reported 1.29 in November. Dec.11 Dec.12 Dec.13 System II.2.2 Retail Market In the retail market, control and monitoring are centered around ongoing monitoring of the main ratios for the aggregate portfolio and a “litter” analysis (i.e. a review of the evolution of the portfolio that originated on the same date). The main ratios include: • 2.7 Dec.10 • • Monitoring of expected portfolio losses through a general provisioning model and backtesting of losses for portfolios with sufficient maturity. Litter analysis for new customers and the respective break down of rate of loss by product, champion/challenger campaigns, segment, etc. General delinquency rates for the portfolio with special monitoring divided by product, segment, income level, branch office, area, sales campaign, etc., focused mainly on early detection of potential sources of risks that are greater than expected for the portfolio. Approval and denial rates for first-time loan applications as well as applications submitted for reconsideration, complete with detailed explanations of trends. Monitoring of the mortgage portfolio based on policy variables, financing brackets (debt to collateral ratio), terms, ratio of dividend to customer income, segments, income segment, etc. Segmented risk strategies are also defined for collections processes that combine an appropriate structure, protocol and frequency to maximize recovery in the different phases of customer delinquency. Risk Management 127 CREDIT RISK II. 2.2.1 Consumer Loans Consumer delinquency indices within the Bank’s retail segment remained stable during the year, characterized by generally favorable economic conditions, positive employment and activity figures and moderate growth in real salaries. ALLOWANCES / TOTAL LOANS (%) 7.0 6.5 6.0 The Bank’s consumer products continued to report delinquency indices below industry levels in both segments: retail banking and Banco CrediChile closed the year with a ratio of 90-day past due loans to total loans of 1.69% as of December 2013, which compares positively to the industry figure of 2.09%. 90 DAY PAST-DUE LOANS 5.5 5.0 4.5 Dec.09 Banco de Chile Dec.10 Dec.11 Dec.12 Dec.13 System As of year-end 2013, the coverage ratio for the past-due portfolio ( > 90 days) reached 3.37, while the financial system average was only 2.99. These figures are in line with the Bank’s conservative provision management strategy. (%) 3.0 2.5 2.0 1.5 1.0 0.5 Dec.09 Banco de Chile Dec.10 Dec.11 Dec.12 Dec.13 System COVERAGE RATIO OVER 90 DAY PAST - DUE LOANS (Times) 6.0 5.0 Expected losses on this portfolio, represented by the ratio of provisions to loans, remained stable during the year in line with the delinquency figures mentioned above. In May 2013, the Bank improved and updated its provisioning models, which had marginal impacts on coverage ratios but did enable the Bank to be more discriminate in granting loans, improved the portfolio’s product mix and aligned the models with new regulatory guidelines. The ratio of allowances to loans reached 5.70% as of December 2013, which compares to 5.79% as of the prior year end. As with delinquency indices, the Bank’s expected losses in both segments are lower than financial system figures. 128 Risk Management 4.0 3.0 2.0 1.0 Dec.09 Banco de Chile Dec.10 System Dec.11 Dec.12 Dec.13 II. 2.2.2 Mortgage Loans As a result of economic conditions similar to prior years and consistent loan policies aimed at attracting segments with appropriate risk-return ratios, the Bank’s mortgage loan portfolio in the retail segment once again led the industry, stabilizing at an over 90 day default rate of 0.79% as of December 2013. Like with consumer loans, the Bank’s provisions for mortgage loans, as a percentage of total loans over 90 days past due (50%), are well above the financial system average of 23%. COVERAGE RATIO OVER 90 DAY PAST - DUE LOANS (Times) 90 DAY PAST-DUE LOANS 60 (%) 7.0 50 6.0 40 5.0 30 4.0 20 3.0 10 2.0 Dec.09 Dec.10 Dec.11 Dec.12 Dec.13 1.0 Banco de Chile 0.0 Dec.09 Banco de Chile Dec.10 Dec.11 Dec.12 System Dec.13 System Continued economic prosperity allowed for decreases in the banking system’s delinquency rates, giving an over 90 day default rate of 3.33% as of November 2013. As with consumer loans, our delinquency indices for retail mortgage loans are significantly below financial system averages. Net portfolio expenses for retail mortgage loans, which include provisions and charge-offs less amounts recovered from previously charged-off loans, decreased with respect to prior years, finalizing at 0.08% for the year. ALLOWANCES / TOTAL LOANS (%) 1.2 1.0 0.8 0.6 0.4 0.2 Dec.09 Banco de Chile Dec.10 Dec.11 Dec.12 Dec.13 System During 2013, estimated losses on the mortgage portfolio, represented by the ratio of allowances to loans, posted continuous drops, stabilizing at around 0.39% in December 2013. As with delinquency indices, the Bank’s estimated losses are below system figures. Risk Management 129 CREDIT RISK II.3 Quality of Collections Process The objectives of the collections process are to: • • Retain and manage customers with temporary cash flow problems using debt restructuring plans for customers with payment capacity so the Bank can maintain relationships with them once their situation has returned to normal. Maximize recovery of assets at risk. Necessary collections steps are taken to ensure recovery of debts or to decrease potential losses. Debtors with payment problems, reflected in significant delays and/or evident deterioration of payment sources, are assigned to special collections units depending on their individual and/or group indebtedness. Our subsidiary Socofin S.A., which for all practical purposes reports to the Corporate Risk Division, manages collections from delinquent customers from the retail and SME segments. The collections strategies applied by Socofin vary based on customer segment, delinquency status and exposure level. In cases where the customer proves to be viable and shows willingness to pay, loans are restructured based on expected cash flows, formulating a proposed solution together with the customer, which is ultimately evaluated and approved by the Corporate Risk Division, applying the policies and guidelines defined for that purpose. II.4 Provisions and Estimated Losses Banco de Chile is constantly assessing its entire portfolio of loans and contingent loans in order to opportunely establish necessary and sufficient provisions to cover losses in the event they cannot be recovered. To do so, it has policies and procedures that comprehensively assess the credit risk of its loan portfolio with assessment models based on the size, nature and complexity of its loan deals. Provisions are determined for the retail and companies markets using two models: (i) the Individual Assessment Model and (ii) the Group Assessment Model. II.4.1 Individual Assessment Larger debtors from the companies segment are assigned to a specialized area that reports to the Bank’s Corporate Risk Division and works to restore normal payment behavior on a case-bycase basis. The procedures are intended to optimize the amounts recovered by the Bank as timely and efficiently as possible. Within this context, renegotiations must be approved by the corresponding committee with sufficient authority based on the debtor’s and/or the group’s total indebtedness and the assigned risk rating. As the goal of renegotiations is to recover debt, customers must have a real intention to pay and be able to generate future cash flows that make their compliance with the restructured loan highly probable. This should allow the Bank to create a new payment plan based on the customer’s capacity, collateral and/or co-signers, among other factors. 130 Risk Management An individual debtor assessment is used when the Bank needs to fully get to know a customer because of its size, complexity or exposure level. A case-by-case analysis of these debtors, although it is focused on their ability and willingness to meet their loan obligations, is intended to identify the elements of the customer’s unique risks, which cannot be established using a group model. For the purposes of establishing provisions, each individually assessed debtor is scored in one of 16 categories defined by the SBIF. We constantly update each debtor’s risk rating based on changes to its financial situation, payment behavior and environment. We also review companies within particular industries that are especially affected by macroeconomic or sector-specific variables. II.4.2 Group Evaluation II.5 Adequacy of Provisions The SBIF permits group assessments to deal with a large number of transactions involving small individual amounts loaned to individuals or small companies. Each year, we test the adequacy of our provisions to verify our risk assessment processes and estimated loss approximations for each segment’s portfolio. To do so, we use migratory analyses, random sampling, case-history evaluations and back-testing for group models that allow us to confirm, with a high degree of confidence, that our provisions are sufficient to cover estimated losses in the different segments. Backtesting is conducted for each homogeneous group and segment in order to identify in a timely fashion potential changes to the adequacy of the provisions models or processes used by the Bank. Group assessments start by grouping loans with similar characteristics such as type of debt and agreed-upon conditions in order to calculate the provisions needed to cover expected losses, using technically-backed estimates and conservative criteria regarding payment behavior and the recovery of delinquent loans. As a result, provisions for the consumer, mortgage and commercial loan portfolios for individuals and small businesses, given their large scale, are established using group assessments. These provisions are intended to cover estimated losses over the next twelve months. The results of this analysis are presented to the Board, which then issues a formal opinion on the adequacy of our provisions for each year. For each group segment, statistical models were developed that determine the provision for each customer using an automated process involving two sub-models, one to estimate probability of default (PD) and another to estimate loss given default (LGD). The models are further divided into subsegments using criteria such as the type of product and the size of the company. Provisions are calculated on a monthly basis using automated statistical models based on debtor payment behavior—including default with other financial system players—in addition to the degree of delinquency, indebtedness level and other behavioral and demographic variables that make up a debtor’s profile. We use periodic backtesting, by which real losses are contrasted with model-estimated losses, to validate the consistency of our models. Risk Management 131 CREDIT RISK II.6 Country Risk II.7 Regulatory Changes Country risk is defined as the inability of a counterparty that is a legal resident of a foreign country to honor its payment commitment with the Bank for one or more of the following reasons: an issue with sovereign risk in the respective country; nationalization or expropriation of the counterparty’s operations by authorities of the country in question; or because authorities prevent local currency from being converted to any convertible currency or they prevent funds in convertible currencies from being transferred out of the country in question. II.7.1 Use of Personal Data. The International Risk Unit within the Corporate Risk Division controls country risk generated by transactions between the Bank and foreign counterparties. Furthermore, this unit establishes guidelines for measuring, limiting and reporting exposure maintained abroad through the Country Risk Management Policy. This policy contains an internal rating model for countries, which is presented, together with a risk limit for each particular country, to the board of directors for its approval. It is common to also have aggregate limits based on other dimensions such as types of products, geographic location, etc. The model in place has demonstrated a considerable capacity to predict trends in country status; it has even anticipated changes in the ratings of some countries. During 2013, the Country Risk Management Policy was routinely reviewed but no material changes were made to the previous version. The Bank also continued its monthly monitoring efforts, analyzing exposure levels, market variables, financial and macroeconomic fundamentals in the main countries with which Banco de Chile does business. All of these efforts have enabled the Bank to stay informed of developments in international markets and to implement - in advance - the measures necessary to manage an international portfolio with adequate and healthy risk-return ratios. 132 Risk Management The effects of regulatory initiatives implemented in 2012 were seen in 2013. One such initiative was Law 20,575, which establishes the principle of purpose when using personal data. This law includes a transitory provision that prohibited unpaid obligations due before December 31, 2011 from being reported, as long as the total obligations were less than Ch$2,500,000 as of the date of publication of the law. Records for approximately 3 million persons were deleted from the databases, of a total of 3.8 million reported prior to passage of the law. Since that date, 2.7 million persons have been reentered to the database according to the latest statistics available as of October 2013. This measure considerably restricted information that was not otherwise available in a bank’s internal system, justifying the Bank’s and the industry’s move to reduce this segment’s exposure. The retail sector were also affected by these measurements, restricting access to credit and/or limiting exposure (credit limits) of new customers. In 2014, we will see the effect of at least two regulatory initiatives on risk and collections: The Maximum Conventional Interest Rate Law (Law 20,715, which modifies Law 18,010 and matters regarding out-of-court collections in Law 19,496) and the Law on Reorganizations and Liquidations of Companies and Persons (Bankruptcy Law). 11.7.2 Maximum Conventional Interest Rate Proceedings: The modifications introduced by Law 20,715 are mainly changes to Law 18,010 regarding the maximum conventional interest rate. It impacts interest revenue by limiting the rate that institutions can charge based on the amount of the loan and also affects expansion of banking access into lower-income segments. This law also modifies Law 19,496 with regards to collections, detailed as follows: a) Reorganization Insolvency and Liquidation Insolvency for Companies. a) It extends from 15 to 20 days the period of time during which out-of-court collections fees cannot be charged. • • b) Out-of-court collections fees may not accrue interest at a rate greater than the current rate and may not be capitalized in order to increase the permitted amount for collections expenses. • Reorganization Proceedings: • • c) Within the first 15 days of each payment coming due, the company must perform at least one act that guarantees the proper and timely notification of the debtor regarding the delinquency or delay. If such act is not performed, the maximum amount that can be collected is reduced to UF 0.2. II.7.3 Law on Reorganizations and Liquidations of Companies and Persons This law, passed in early 2014 and set to take effect in October 2014, is intended to encourage agreements and avoid liquidations. It distinguishes between the insolvency of an individual and a company, proposing two simpler procedures for individual debtors. It also considers liquidation (bankruptcy) as grounds for termination in a job contract. • Insolvency financial protection is provided: The party cannot be the subject of foreclosure or liquidation proceedings during the term indicated by law. Agreements are established by creditor class or category. The agreement affects creditors with mortgage guarantees or pledges if the pledged assets are considered essential for business continuity. The terms of the agreement are applied to creditors with personal guarantees if they vote in favor of the agreement. Mortgage creditors or pledgees will vote based on the commercial appraisal of the assets. Loans that are part of the agreement will be considered transferred, novated or restructured for all legal purposes. Corporate Liquidation Proceedings: • • The Creditors’ Committee can agree to sell as an economic unit, in which case the rights of mortgage creditors and pledgees will be suspended to individually sell the assets covered by guarantee that are found within the unit. For leases, one of 3 options must be adopted by the Creditors’ Committee: continuation, early exercising of option or early termination. Any clause agreed to the contrary shall not be valid. Risk Management 133 CREDIT RISK II.7.4 SBIF Complements Standards on Debtors Related to Banking Entities b) Renegotiation Insolvency (currently Settlements) and Liquidation Insolvency for Individual Debtors. Renegotiation Proceedings: • • • This is a voluntary procedure intended to renegotiate an individual debtor’s obligations with all of its creditors, with the Bankruptcy Superintendency acting as the facilitator of the agreement. A suspension period is granted for foreclosure and moratory interest as provisioned by law. Individuals and dependent employees may file for this type of bankruptcy, as well as any other individual that is eligible for credit. Once the agreement has been concluded, unpaid balances shall be considered extinguished and loans that are part of the agreement shall be considered transferred, novated or restructured. Liquidation Proceedings for Individuals: • • • • This applies to individual taxpayers as defined by article 42 No. 1 of the Income Tax Law (dependent employees) and all other individuals that are eligible for credit (housewives, retirees, students, etc.). Forced: At the request of a creditor to the extent that the grounds established by law are met. Voluntary: At the debtor’s own request The objective is to liquidate within less than 11 months. The impacts of this law may began to appear in the last quarter of 2014. However, it is expected to involve changes in collections strategies mainly with regards to initiating court collections proceedings for debtors owing more than 80 UF. 134 Risk Management In November 2013, the SBIF issued Ruling No. 3,561, which updates the framework regulating transactions between banks and their related parties, contained in Chapter 12-4 of the Updated Compilation of Standards (RAN for its Spanish acronym). This modification includes new concepts for determining when a debtor should register itself as a related party and, therefore, be subject to credit limits: • • When the loan granted is intended, directly or indirectly, to finance other entities related to the bank, whether through capital contributions, subscribing shares or any other economic benefit. When loans are granted to Investment Funds (different from Mutual Funds and Pension Funds) and 10% or more of its participants or contributors cannot be verified. In this way, the SBIF enhances standards on related entities and requires complementary information from banks on their related parties and groups that comprise them and the debt that can be counted for credit limit purposes. II.7.5 SBIF Consultation for Modifications to Standards on Provisions and Credit Risk In December 2013, the SBIF published for public comment a set of precisions and modifications to the actual standards on loan loss provisions contained in Chapter B-1 of the Compendium of Accounting Standards. Included in the modifications is a new standard model for calculating provisions for home mortgage loans. In the Bank´s search for the best standards for provisions and credit risk, in a context of conservative risk management criteria, the Bank has developed internal models for conducting group assessments of loan portfolios, which will be reviewed and aligned with the new guidelines from the final standard, which we expect to be published sometime in 2014. FINANCIAL RISK III. FINANCIAL RISK III.1 Liquidity Risk Financial or market risk is defined as the risk of potential loss to the Bank from not having perfectly matched financial positions in the event of adverse changes in market variables or scarce liquidity. The potential losses generated by the first factor are known as price risk, while the second factor produces liquidity risk. For analysis and management purposes, the Bank separates market risk into these two components. The Corporate Risk Division, through the Market Risk Division, is in charge of measuring, limiting, controlling and reporting these risks within the Bank and its subsidiaries in order to ensure a healthy risk-return ratio in deals that generate these types of risks. The Financial Risk Reporting and Control Unit within the Financial Control and Management Division also takes part in measuring and reporting these risks. These units perform their duties completely separately from the business units. The Bank’s Treasury Division is responsible for managing financial positions, and therefore market risk, within the limits and parameters proposed by the Market Risk Division and approved by the Board of Directors. This division manages these positions through two areas: • • Scarce liquidity can occur either due to a reduction in available funds (for a variety of reasons) that affects the Bank’s funding capacity or a reduction in the traded volumes of the assets (loans, bonds, other bank deposits, etc.) or derivative instruments entered into by the institution. Accordingly, liquidity risk is classified into the following categories: 1. Funding liquidity risk. 2. Trading liquidity risk. Liquidity Risk Limits and Warning Levels In accordance with the Liquidity Risk Management Policy, each year the board of directors must approve internal limits and warning levels based on internal methodologies that complement regulatory liquidity limits. The Bank has designed limits and internal warning levels intended to control structural liquidity variables that are not covered by regulations, such as: liquidity ratios; funding of assets in Chilean pesos by liabilities in foreign currency; the status of market variables that can forecast illiquidity; percentage of use of Adjusted C08 Index; concentration of liability maturities, etc. Trading Management is responsible for handling the financial positions of the Trading Book (1). Variations in the value of these positions are reflected in the income statement. The Balance Sheet and Investment Unit manages the financial positions of the Accrual Book (2) and the liquidity of the entire Bank. Interest accrued on these positions is reflected in the income statement. Also, in the case of investments available for sale, the variation in value impacts equity as long as they have not been sold. (1)The Trading Book includes those transactions whose variation in value instantly impacts the Bank’s income statement, such as financial instruments recorded in these accounts (debt instruments with high transactional liquidity) and most derivative instruments. (2)The Accrual Book consists of all items from the Bank’s balance sheet, including those that are excluded from the definition of the Banking Book such as capital, property and equipment, etc. Transactions in the Trading Book are represented at a maturity of one day in the Accrual Book, therefore not generating interest rate risk. Risk Management 135 FINANCIAL RISK Measurement, Control and Reporting of Liquidity Risk Funding liquidity is measured and controlled using the C08 regulatory index (established by the Chilean Central Bank and SBIF). This metric simulates forecasted cash flows over the next 30 and 90 days in Chilean pesos and for total amounts in foreign currencies. In addition, the Bank is authorized by the SBIF to report the cash flows of some balance sheet items with set terms rather than contractual maturities by considering behavior assumptions for these flows. The report that includes these assumptions is commonly called the Adjusted C08 regulatory report. CO8 ADJUSTED INDEX 1-30 DAYS 0.8 0.6 0.4 0.2 0.0 -0.2 Jan.13 Apr.13 Adjusted Index Local Currency + FX In the analysis for the subsequent 30 days, the regulatory limit establishes that during that period the net cash outflows denominated in foreign currency and, likewise, the sum of net cash outflows denominated in all currencies (including Chilean pesodenominated cash flows such as instruments indexed to the UF inflation index) may not exceed the Bank’s Tier 1 Capital. In the 90day analysis, the regulatory limit establishes that during the next 90 days the net cash outflows denominated in all currencies should not exceed twice the Bank’s Basic Capital. The use of these limits is reported on a daily basis to senior management along with excesses, activation of warning levels, etc., including monitoring and corrective action plans, if necessary. Jul.13 Dec.13 Adjusted Index FX The Adjusted 1-90 day C08 Index evolves stably during the first half of the year, hovering around 0.6. After that date, it shows more variability but still indicates that the Bank had greater liquidity towards the end of 2013. CO8 ADJUSTED INDEX 1-90 DAYS 2.0 1.5 1.0 0.5 0.0 The following chart shows the use of the Adjusted 1-30 day C08 Index during 2013, reflecting the Bank’s conservative risk management. The index, which includes all currencies, peaks in September but remains well below the limit and is reduced drastically after that date, mainly generating greater liquidity in items denominated in Chilean pesos. This reduction was due to the perception of illiquidity in late 2013, which was not as severe as expected particularly because all market players seemed to act in coordination towards the end of the year. Jan.13 Apr.13 Jul.13 Dec.13 Adjusted Index Local Currency + FX Trading liquidity is assured partly through highly-liquid debt instruments in the Trading Book such as Central Bank and Chilean government bonds and short-term time deposits, and partly by maximizing amounts that can theoretically be liquidated quickly in the secondary market. The trading liquidity of debt instruments in the Accrual Book does not need to be measured or limited (unlike the credit risk inherent to those instruments), as in this case the Bank seeks to obtain a certain 136 Risk Management yield until maturity or in the medium term since they are generally purchased to hedge stable balance sheet items, such as current account balances or even time deposit balances. In any case, a portion of the Banking Book consists of highly liquid instruments with identical characteristics as those in the Trading Book. Trading liquidity of financial positions generated by derivative instruments is restricted using DV01(3) limits with certain specific maturities for each swap curve traded; likewise, maximum positions in market factors such as exchange rates or options volatility are limited based on the amounts that are normally traded in professional markets, also called market makers. Regarding cross-currency financing (i.e. financing assets denominated in one currency with liabilities in another), the Bank established an internal limit that aims to protect the amount of liabilities in foreign currency that fund assets in Chilean pesos. The maximum use of this limit during 2013 was 60%, which is slightly greater than the peak value for the prior year. Lastly, in accordance with the Liquidity Management Policy, the Bank performs quarterly liquidity stress tests in order to quantify its cash needs in the event of material adverse scenarios. The results of these tests are presented at meetings of the board of directors and to regulators during their yearly visits. III.2 Price Risk The Bank separates price risk into three categories: 1. Spot price risks. 2. Interest rate risks. 3. Options volatility risks. Price Risk Limits and Warning Levels In accordance with the Market Risk Management Policy, in addition to regulatory limits, each year the Bank’s board must approve internal limits and warning levels for financial positions and/or price risks generated by them. The approval process for internal limits on price risk is carried out in order to set maximum levels for our position on a certain market factor and, therefore, to limit estimated losses that could occur in the event of adverse variations in market variables. The approval process for warning levels on price risk is designed to define a tolerance level over which upper management wishes to be informed of either potential losses in any business unit or the status of actual losses accumulated during a period of time by any one unit. Measuring, Controlling and Reporting Price Risk Price risk is measured and controlled for management purposes using various internal metrics and reports and is assessed separately for the Trading and Currency Book and the Accrual Book. These methodologies are commonly used by highly-specialized global banks and financial entities. Related regulatory reports, like the SBIF’s C41 and C43 reports for the Trading and Currency Book and the SBIF’s C40 report for the Banking Book, are used by the Bank solely for purposes of complying with regulatory requirements and as a complementary control for the internal metrics designed to manage this risk. These methodologies rely on standardized reports designed by the Bank for International Settlements (BIS); in effect, price risk in the Trading and Currency Book is determined using tables that simulate a (3)DV01 is the change in value of a financial instrument as a result of an increase in its valuation interest rate by 0.01%. Risk Management 137 FINANCIAL RISK shock of fluctuations in market variables increased by correlation factors. The SBIF does not require specific limits for this type of risk. Price risk in the Banking Book is measured using standardized tables of interest rate and inflation fluctuations in Chile. The latter has no time horizon. Unlike in the preceding case, the SBIF does require banks to establish internal limits for short and long-term risk calculated using these methodologies. In 2013, use was well below the limits established by the Bank, which demonstrates a high degree of stability. Regarding internal tools designed for the Trading and Currency Book, price risk is managed by calculating and reporting financial positions using greeks(4) and the risk of the entire portfolio. The latter is determined using the historical Value at Risk metric with 99% confidence and one year of daily fluctuations in market variables (hereinafter indistinctly “VaR”). This value is raised to the power of the square root of a 22-day period in order to reflect that the positions are believed to be effective and totally closed in a lapse of a calendar month (which is equivalent to saying it is used in a time horizon of 22 days). 2013 and was mainly due to the increase in positions of the market factor spread USD On/Off. These positions were gradually closed in the following months, which explains the fall in VaR. However, it increased once again towards the end of the year due to the increase in positions in CLF swap curves. In contrast, the VaR of the Balance Sheet and Investment Unit is more stable and declines throughout the year. The first is because the risk of this unit is generated by very stable positions in short-term derivatives that economically hedge short-term positions in the Accrual Book; the second is because the use of these derivatives dropped in late 2013 for strategic reasons. VAR HISTORICAL TRADING BOOK (Scaled to 22 Days) (In millions of USD) 12 10 8 6 4 2 0 Jan.13 As in previous years, interest rate positions made the greatest contribution to VaR during 2013. Following in importance are exchange rate positions and, much farther behind, the risk generated by small positions in exchange rate options. The following graph shows the evolution of the VaR generated by all Trading Book positions during 2013 (line entitled TOTAL); it also shows the VaR generated during that period by positions in that book that are managed by the Trading Unit and, separately, VaR from positions managed by the Balance Sheet and Investment Unit. One can appreciate very active and dynamic use of risk throughout the year by the Trading Unit (line entitled TRADING): This is consistent with the nature of this business unit. The maximum use for that unit was slightly less than US$ 12 million, which occurred in July Total Apr.13 Trading Jul.13 Dec.13 Risk Treasury In 2013, variations in VaR are due specifically to a greater use of financial positions rather than to an increase in volatilities or the effect of correlations of fluctuations in market factors. In fact, the volatilities of fluctuations in market values and the correlations between these fluctuations remained relatively stable in 2013. There is no certainty that this trend will hold true in the near future, especially in the environment expected for emerging markets in terms of price stability (inflation), variability in the U.S. interest rate framework and commodities price expectations, etc. As a result, the Bank will reinforce monitoring of this metric and its main components and contributing factors. (4) Greek is defined as the difference in value in a financial instrument as a result of the standardized and isolated fluctuation (“ceteris paribus”) of the value of a market factor that determines the price of that instrument. In general, the fluctuation for interest rates is 0.01%; the fluctuation for both options volatility and spot positions is 1%. 138 Risk Management Throughout the year, considerable progress has been made in analyzing the risk of this book as well as in VaR studies. In risk analysis, the Bank has implemented the practice of issuing a monthly report that explains changes in the VaR and the origin of these changes, whether that be variations in financial positions or changes in the volatilities/correlations in market factors, or a combination of the two. In VaR studies, the report includes backtesting to evaluate the model’s forecasting abilities, including statistical tests, fat tail analysis and contrasts with actual results. The model is shown to have good forecasting ability based on the tools commonly used for statistical inference. Also, internal policies call for daily stress tests of Trading and Currency Book positions, including a comparison of expected potential losses for those periods with regards to defined warning levels (“look forward analysis”). These policies also call for a separate comparison of actual income during a calendar month with regards to loss warning levels (“look back analysis”). The use of limits in the Trading and Currency Book is reported on a daily basis to the Bank’s senior management, as are excesses and activation of warning levels, etc., including corrective action plans and monitoring if necessary. The Bank has also established internal metrics for price risk management in the Accrual Book, defining limits and warning levels for interest rate exposure. In effect, the Bank measures interest rate positions using the IRE metric (Interest Rate Exposure), defined as the potential impact of a standardized parallel movement (100 basis points for interest rates and 0.1% for monthly inflation) in the forward yield curve of a particular currency on net income before taxes. The Bank calculates and reports interest rate risk for the Accrual Book using the EaR 12 M (Earnings at Risk 12M) methodology, which enables it to estimate the potential drop in earnings that the Bank may experience over the next 12 months, based on interest rate positions in effect as of each reporting date, and as the result of a movement in expected forward interest rates during the last three years with 97.7% confidence. The attached graph follows the evolution of this metric during 2013. The historical volatilities of forward interest rates have been in an extremely stable cycle for a long time and, therefore, have not contributed significantly to changes in the EaR 12M. In any event, the maximum risk taken during the year does not exceed 12% of the Bank’s annual net income. Risk Management 139 FINANCIAL RISK The use of limits in the Accrual Book is reported each month to the Bank’s senior management, along with excesses and activation of warning levels, etc., including corrective action plans and monitoring if necessary. In any event, additional monitoring is conducted on a weekly basis using estimated balance sheets during a calendar month. EAR 12M ACCRUAL BOOK (In millions of Chilean pesos) 60,000 50,000 40,000 30,000 20,000 10,000 0 Jan.13 140 Risk Management Apr.13 Jun.13 Dec.13 Lastly, the Bank’s internal policies call for stress tests to be conducted each month on the Accrual Book and for the results of these tests to be compared to warning levels approved by upper management. During 2013, improvements were made to these tests in order to reflect potential adverse movements in interest rates; in this particular case, depending on the positions held, the tests take into account the possibility that if the Bank has assets with interest rate adjustment dates beyond liability adjustment dates, in addition to a rise in interbank interest rates, the borrowing spread that the Bank must pay may also increase and result in lower future revenue. In contrast, if the Bank has assets with interest rate adjustment dates before liability adjustment dates, the Bank is exposed to a decrease in the lending spread of our customers (improvement in their credit perception) that results in lower revenue. This effect was also incorporated. OPERATIONAL RISK IV OPERATIONAL RISK Banco de Chile has defined quality risk management as a cornerstone of sensible banking conduct that, along with advanced techniques for measuring risk exposure levels, has enabled it to meet its strategic objectives, be profitable and generate value for our customers, shareholders and the public in general. Operational risk is defined as the risk of incurring losses from deficiencies or failures in internal processes, human resources or systems, or resulting from external circumstances. The Bank’s objective for managing operational and technology risk is to identify, value, mitigate and monitor this risk. The greatest demand lies in identifying and eliminating focal points of risk, regardless of whether they have resulted in losses. Measurement also helps manage this risk by allowing priorities to be set and decisions to be made based on the Bank’s established hierarchy before problems arise. All of these efforts are designed to control risk exposure and keep it within the Bank’s defined tolerance levels. The organizational structure for managing operational risk is based on the following roles and responsibilities: • The Bank’s senior management, which includes the Directors and Audit Committee and Division Managers. They are represented at the diverse stages where risk is managed, with the main body being the Operational Risk Committees, led by the CEO. • The Corporate Risk Division is responsible for controlling and assessing the value of this type of risk. Within the division, the Operational and Technology Risk Division is the core unit that oversees operational risk efforts and is in charge of the Bank’s overall risk program. • The effective structure for managing operational risk is based on the knowledge and experience of the executives and professionals from different areas/units within the Bank, making the role of the Operational Risk Coordinators and advisors very important. Important progress was made in 2013 in operational risk, business continuity and information security, including: In this sense, the Bank adheres to local and international regulations and has established comprehensive plans for operational risk, business continuity and information security, which has enabled it to strengthen the operational risk management model approved by upper management and the Board of Directors. This model encompasses policies, procedures, tools, measurement and analysis systems and specialists in operational risk. Risk Management 141 OPERATIONAL RISK: IV.1 Operational Risk: • Defining the framework for comprehensively managing operational risk that establishes the general guidelines, tools and processes used to measure, value and mitigate operational risks. • Establishing loss limits for operational risk by defining tolerance and risk appetite levels for this type of risk and obtaining the approval of the board of directors. • Carrying out self-assessment processes to comprehensively evaluate risk, including surveying and identifying the impact of the following risks: Operational, Technology, Information Security and Business Continuity. • Evaluating comprehensive risks applied to 100% of critical processes. • Reformulating the functional structure used to address operational risk and fomenting active management by Operational Risk Committees and related personnel. Each entity has specific work plans aimed at controlling and mitigating the respective risks and monitoring plans and commitments made by different areas within the Bank. • Training all bank staff on programs and plans involving different areas of operational risk and strengthening these training initiatives. 142 Risk Management • Periodically assessing suppliers of critical services, which enables the Bank to ensure fulfillment of agreements and business requirements, while creating a formal process for communicating deviations in service levels, alternative solutions and strategic needs for the Bank’s products and services. • Continuously improving the main tools used for operational risk: • Awareness of operational risk events. Identification and analysis of the most significant and most frequent events, with subsequent adoption of mitigation measures. • Operational risk indicators, which are defined and periodically updated by the main responsible units. • Definition and maintenance of process map for entire Bank. IV.2 Business Continuity: IV.3 Information Security • During the fourth quarter of the year, an alternate contingency site was set up in order to ensure business continuity for Banco de Chile core business and operational areas. Business continuity tests will be conducted at this alternate site during 2014. • Creating tests or exercises for distinct business continuity scenarios devised to date based on coverage planned for 2013. • Testing emergency contact protocols that ensure communications channels remain open in the event of a catastrophe. • Training units on their respective business continuity plans in order to expand the knowledge of all collaborators regarding the strategies in their respective plans in the event of conditions that could affect business continuity. • Monitoring, controlling and testing the continuity plans of critical suppliers that provide services to Banco de Chile. • Developing an Information Security Policy, standards and procedures, which establish the general framework for this topic. • Implementing information security programs to maintain an adequate level of protection for customer and bank information. • Carrying out monitoring program for behavior indices that safeguard information security. IV.4 Improvements to Integral Operational and Technology Risk Management Model: In order to improve risk management, the information security and operational continuity functions were transferred during the second half of 2013 from the Operations and Technology Division to the Corporate Risk Division, specifically to the Operational and Technology Risk Division. This move strengthens risk management efforts, providing an independent vision, giving upper management a comprehensive outlook on the risk profile taken on at any given time and adapting efforts to the previously defined risk appetites. Given the specificity and complexity of financial markets, a specialized, highly-trained team was put together to identify, value, mitigate and monitor risks related to this business line, which allows strengthening of both operational control efforts for these activities and the model itself. Risk Management 143 08 Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Statements Notes to the Consolidated Financial Statements BANCO DE CHILE AND SUBSIDIARIES Consolidated Statements of Financial Position For the years ended December 31, 2013 and 2012 Notes 2013 MCh$ 2012 MCh$ Cash and due from banks 7 873,308 684,925 Transactions in the course of collection 7 374,471 396,611 Financial assets held-for-trading 8 393,134 192,724 Cash collateral on securities borrowers and reverse repurchase 9 82,422 35,100 Derivative instruments 10 374,688 329,497 Loans and advances to banks 11 1,062,056 1,343,322 Loans to customers, net 12 20,389,033 18,334,330 Financial assets available-for-sale 13 1,673,704 1,264,440 Financial assets held-to-maturity 13 — — Investments in other companies 14 16,670 13,933 Intangible assets 15 29,671 34,290 Property and equipment 16 197,578 205,189 Current tax assets 17 3,202 2,684 Deferred tax assets 17 145,904 127,143 Other assets 18 318,029 296,878 25,933,870 23,261,066 ASSETS TOTAL ASSETS (To the next page) The accompanying notes 1 to 42 form an integral part of these consolidated financial statements. 146 Notes 2013 MCh$ 2012 MCh$ 19 5,984,332 5,470,971 Transactions in the course of payment 7 126,343 159,218 Cash collateral on securities lent and repurchase agreements 9 256,766 226,396 Savings accounts and time deposits 20 10,402,725 9,612,950 Derivative instruments 10 445,132 380,322 Borrowings from financial institutions 21 989,465 1,108,681 Debt issued 22 4,366,960 3,273,933 Other financial obligations 23 210,926 162,123 Current tax liabilities 17 10,333 25,880 Deferred tax liabilities 17 36,569 27,630 Provisions 24 551,898 504,837 Other liabilities 25 268,105 301,066 23,649,554 21,254,007 1,849,351 1,629,078 213,636 175,814 15,928 18,935 16,379 16,379 513,602 467,610 (324,582) (300,759) 2,284,314 2,007,057 2 2 2,284,316 2,007,059 25,933,870 23,261,066 LIABILITIES Current accounts and other demand deposits TOTAL LIABILITIES EQUITY 27 Attributable to equity holders of the parent: Capital Reserves Other comprehensive income Retained earnings: Retained earnings from previous periods Income for the year Less: Provision for minimum dividends Subtotal Non-controlling interests TOTAL EQUITY TOTAL LIABILITIES AND EQUITY The accompanying notes 1 to 42 form an integral part of these consolidated financial statements. 147 BANCO DE CHILE AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME for the years ended December 31, 2013 and 2012 Notes 2013 MCh$ 2012 MCh$ Interest revenue 28 1,763,540 1,661,467 Interest expense 28 (704,371) (708,629) 1,059,169 952,838 Net interest income Income from fees and commissions 29 386,733 372,767 Expenses from fees and commissions 29 (99,639) (85,495) 287,094 287,272 Net fees and commission income Net financial operating income 30 11,084 24,747 Foreign exchange transactions, net 31 71,457 35,136 Other operating income 36 27,221 22,061 1,456,025 1,322,054 (241,613) (188,190) 1,214,412 1,133,864 Total operating revenues Provisions for loan losses 32 OPERATING REVENUES, NET OF PROVISIONS FOR LOAN LOSSES Personnel expenses 33 (323,236) (309,865) Administrative expenses 34 (252,501) (247,459) Depreciation and amortization 35 (28,909) (30,957) Impairment 35 (2,247) (899) Other operating expenses 37 (16,051) (22,454) TOTAL OPERATING EXPENSES (622,944) (611,634) NET OPERATING INCOME 591,468 522,230 2,071 (229) 593,539 522,001 (79,936) (54,390) 513,603 467,611 513,602 467,610 1 1 Ch$ Ch$ Income attributable to associates 14 Income before income tax Income tax 17 NET INCOME FOR THE YEAR Attributable to: Equity holders of the parent Non-controlling interests Net income per share attributable to equity holders of the parent: Basic net income per share 27 5.52 5.30 Diluted net income per share 27 5.52 5.30 The accompanying notes 1 to 42 form an integral part of these consolidated financial statements. 148 BANCO DE CHILE AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME for the years ended December 31, 2013 and 2012 Notes NET INCOME FOR THE YEAR 2013 MCh$ 2012 MCh$ 513,603 467,611 OTHER COMPREHENSIVE INCOME THAT WILL BE RECLASIFFIED SUBSEQUENTLY TO PROFIT OR LOSS Net unrealized gains (losses): Net change in unrealized gains (losses) on available for sale instruments 13 14,221 24,510 Gains and losses on derivatives held as cash flow hedges 10 (18,069) 1,777 71 (58) (3,777) 26,229 Income tax related to other comprehensive income that will be reclassified subsequently to profit or loss 770 (5,220) Total other comprehensive income items that will be reclassified subsequently to profit or loss (3,007) 21,009 (166) (2,200) Subtotal Other comprehensive income that will not be reclassified subsequently to profit or loss (166) (2,200) Income tax related to other comprehensive income that will not be reclassified subsequently to profit or loss 33 440 Total other comprehensive income items that will not be reclassified subsequently to profit or loss (133) (1,760) 510,463 486,860 510,462 486,859 1 1 Ch$ Ch$ Basic net income per share 5.49 5.52 Diluted net income per share 5.49 5.52 Cumulative translation adjustment Subtotal Other comprehensive income before income taxes that will be reclassified subsequently to profit or loss OTHER COMPREHENSIVE INCOME THAT WILL NOT BE RECLASIFFIED SUBSEQUENTLY TO PROFIT OR LOSS Loss in defined benefit plans TOTAL CONSOLIDATED COMPREHENSIVE INCOME Attributable to: Equity holders of the parent Non-controlling interest Comprehensive net income per share attributable to equity holders of the parent: The accompanying notes 1 to 42 form an integral part of these consolidated financial statements. 149 BANCO DE CHILE AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY for the years ended December 31, 2013 and 2012 Other comprehensive income Reserves Notes Balances as of December 31, 2011 Paid-in Capital MCh$ Other reserves MCh$ Unrealized gains (losses) on available-for- sale MCh$ 1,436,083 32,256 87,226 (1,644) 73,911 — — — — — 58,092 — 4 — (1,760) — — Paid and distributed dividends 27 — — — — Other comprehensive income: 27 Capitalization of retained earnings 27 Income retention (released) according to law Defined benefit plans adjustment — — — — Cumulative translation adjustment — — — — Derivatives cash flow hedge, net — — — — Valuation adjustment on available-for-sale instruments (net) — — — 19,639 119,084 — — — — — — — — — — — 1,629,078 30,496 145,318 17,995 86,202 — — — Income distribution — 1,760 — — Income retention (released) according to law — — 36,193 — Defined benefit plans adjustment — (133) — — Equity adjustment investment in other companies — 2 — — — — — — Cumulative translation adjustment — — — — Derivatives cash flow hedge, net — — — — Valuation adjustment on available-for-sale instruments (net) — — — 11,377 134,071 — — — — — — — — — — — 1,849,351 32,125 181,511 29,372 Subscription and payment of shares 27 Income for the period 2012 Provision for minimum dividends 27 Balances as of December 31, 2012 Capitalization of retained earnings 27 Paid and distributed dividends 27 Other comprehensive income: 27 Subscription and payment of shares 27 Income for the period 2013 Provision for minimum dividends Balances as of December 31, 2013 27 The accompanying notes 1 to 42 form an integral part of these consolidated financial statements. 150 Reserves from earnings MCh$ Other comprehensive income Derivatives cash flow hedge MCh$ Retained earnings Retained earnings Cumulative translation adjustment from previous periods MCh$ MCh$ Income for the year MCh$ Provision for minimum dividends MCh$ Attributable to equity holders of the parent MCh$ Non-controlling interest MCh$ Total equity MCh$ (395) (36) 16,379 428,805 (259,501) 1,739,173 2 1,739,175 — — — (73,911) — — — — — — — (58,092) — — — — — — — — — (1,760) — (1,760) — — — (296,802) 259,501 (37,301) (1) (37,302) — — — — — — — — — (58) — — — (58) — (58) 1,429 — — — — 1,429 — 1,429 — — — — — 19,639 — 19,639 — — — — — 119,084 — 119,084 — — — 467,610 — 467,610 1 467,611 — — — — (300,759) (300,759) — (300,759) 1,034 (94) 16,379 467,610 (300,759) 2,007,057 2 2,007,059 — — — (86,202) — — — — — — — (1,760) — — — — — — — (36,193) — — — — — — — — — (133) — (133) — — — — — 2 — 2 — — — (343,455) 300,759 (42,696) (1) (42,697) — 71 — — — 71 — 71 (14,455) — — — — (14,455) — (14,455) — — — — — 11,377 — 11,377 — — — — — 134,071 — 134,071 — — — 513,602 — 513,602 1 513,603 — — — — (324,582) (324,582) — (324,582) (13,421) (23) 16,379 513,602 (324,582) 2,284,314 2 2,284,316 151 BANCO DE CHILE AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS for the years ended December 31, 2013 and 2012 Notes 2013 MCh$ 2012 MCh$ 513,603 467,611 28,909 30,957 OPERATING ACTIVITIES: Net income for the year Items that do not represent cash flows: Depreciation and amortization 35 Impairment of intangibles assets and property and equipment 35 2,247 899 Provision for loan losses, net of recoveries 32 262,467 225,631 Provision of contingent loans 32 12,692 1,251 (1,612) 931 14 (1,780) 468 36 (6,126) (5,674) (219) (318) (42,730) 34,555 1,891 2,600 9,890 5,174 (148,118) 37,133 29,324 4,049 Fair value adjustment of financial assets held-for-trading (Income) loss attributable to investments in other companies (Income) loss sales of assets received in lieu of payment (Income) loss on sales of property and equipment 36 - 37 (Increase) decrease in other assets and liabilities Charge-offs of assets received in lieu of payment 37 Other credits (debits) that do not represent cash flows (Gain) loss from foreign exchange transactions of other assets and other liabilities Net changes in interest and fee accruals Changes in assets and liabilities that affect operating cash flows: (Increase) decrease in loans and advances to banks, net (Increase) decrease in loans to customers, net (Increase) decrease in financial assets held-for-trading, net (Increase) decrease in deferred taxes, net 281,524 (695,376) (2,259,317) (1,529,338) (165,629) 52,892 (12,381) (11,657) 512,875 576,301 17 Increase (decrease) in current account and other demand deposits Increase (decrease) in payables from repurchase agreements and security lending Increase (decrease) in savings accounts and time deposits 33,016 (15,277) 797,009 327,980 Proceeds from sale of assets received in lieu of payment Total cash flows provided by (used in) operating activities 8,454 9,510 (144,011) (479,698) INVESTING ACTIVITIES: (Increase) decrease in financial assets available-for-sale (367,258) 295,572 16 (12,249) (17,981) 505 400 15 (5,511) (9,116) Investments in other companies 14 (1,440) (71) Dividends received from investments in other companies 14 956 943 (384,997) 269,747 Purchases of property and equipment Proceeds from sales of property and equipment Purchases of intangible assets Total cash flows provided by (used in) investing activities (To the next page) The accompanying notes 1 to 42 form an integral part of these consolidated financial statements. 152 Notas 2013 MM$ 2012 MM$ FINANCING ACTIVITIES: Increase in mortgage finance bonds — Repayment of mortgage finance bonds Proceeds from bond issuances 22 Redemption of bond issuances — (20,734) (27,529) 1,607,265 1,233,985 (536,823) (389,382) Proceeds from subscription and payment of shares 27 134,071 119,084 Dividends paid 27 (343,455) (296,802) (323,055) 142,573 54,074 (16,512) Increase (decrease) in Borrowings from Central Bank — (22,793) Proceeds from borrowings with Central Bank of Chile (long-term) — 20 Increase (decrease) in borrowings from financial institutions Increase (decrease) in other financial obligations Payment of borrowings from Central Bank (long-term) (7) (56) Proceeds from foreign borrowings 844,776 325,247 Payment of foreign borrowings (639,571) (1,013,911) 609 1,526 Proceeds from other long-term borrowings Payment of other long-term borrowings Total cash flows provided by (used in) financing activities TOTAL NET POSITIVE (NEGATIVE) CASH FLOWS FOR THE YEAR (6,285) (7,363) 770,865 48,087 241,857 (161,864) Net effect of exchange rate changes on cash and cash equivalents 60,437 (31,720) 1,236,324 1,429,908 1,538,618 1,236,324 2013 MCh$ 2012 MCh$ Interest received 1,669,559 1,614,122 Interest paid (581,066) (657,235) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 7 Operating cash flow of Interest: The accompanying notes 1 to 42 form an integral part of these consolidated financial statements. 153 BANCO DE CHILE Y SUS FILIALES NOTAS A LOS ESTADOS FINANCIEROS CONSOLIDADOS Al 31 de diciembre de 2013 y 2012 1. Information: (b) Basis of consolidation Banco de Chile is authorized to operate as a commercial bank from September 17, 1996, and according to the Article 25 of the Law 19,396 is the legal continuer of the Banco de Chile, which in turn resulted from the merger between Banco Nacional of Chile, Banco Agrícola y Banco de Valparaíso. Banco de Chile was formed on October 28, 1893, granted in front of the Public Notary of Santiago Mr. Eduardo Reyes Lavalle, authorized by Supreme Decree of November 28, 1893. The financial statements of Banco de Chile as of December 31, 2013 and 2012 have been consolidated with its Chilean subsidiaries and foreign subsidiary using the global integration method (line-by-line). They include preparation of individual financial statements of the Bank and companies that participate in the consolidation, and it include adjustments and reclassifications necessary to homologue accounting policies and valuation criteria applied by the Bank. The Consolidated Financial Statements have been prepared using the same accounting policies for similar transactions and other events in equivalent circumstances. Banco de Chile (“Banco de Chile” or the “Bank”) is a Corporation organized under the laws of the Republic of Chile, regulated by the Superintendency of Banks and Financial Institutions (“SBIF” or “Superintendencia”). Since 2001, - when the bank was first listed on the New York Stock Exchange (“NYSE”), in the course of its American Depository Receipt (ADR) program, which is also registered at the London Stock Exchange – Banco de Chile additionally follows the regulations published by the United States Securities and Exchange Commission (“SEC”). Banco de Chile offers a broad range of banking services to its customers, ranging from individuals to large corporations. The services are managed in large corporate banking, middle and small corporate banking, personal banking services and retail. Additionally, the Bank offers international as well as treasury banking services. The Bank’s subsidiaries provide other services including securities brokerage, mutual fund and investment management, insurance brokerage, financial advisory and securitization. Banco de Chile’s legal domicile is Paseo Ahumada 251, Santiago, Chile and its Web site is www.bancochile.cl. The consolidated financial statements of the Bank for the year ended December 31, 2013 were authorized for issuance in accordance with the directors’ resolution on January 30, 2014. Significant intercompany transactions and balances (assets, liabilities, equity, income, expenses and cash flows) originated in operations performed between the Bank and its subsidiaries and between subsidiaries have been eliminated in the consolidation process. The non-controlling interest corresponding to the participation percentage of third parties in subsidiaries, which the Bank does not own directly or indirectly, has been recognized and is shown separately in the consolidated shareholders’ equity of Banco de Chile. (i) Subsidiaries Consolidated financial statements as of December 31, 2013 and 2012 incorporate financial statements of the Bank and its subsidiaries. According IFRS 10 – “Consolidated Financial Statements”, control requires exposure or rights to variable returns and the ability to affect those returns through power over an investee. Specifically the Bank controls an investee if and only if the investor has all of the following elements: I. power over the investee, i.e. the investor has existing rights that give it the ability to direct the relevant activities; For convenience of reader, these financial statements and their accompanying notes have been translated from Spanish to English. Certain accounting practices applied by the Bank that conform to rules issued by the Chilean Superintendency of Banks (SBIF) may not conform to generally accepted accounting principles in the United States (“US GAAP”) or to International Financial Reporting Standards (IFRS). II. exposure, or rights, to variable returns from its involvement with the investee; and 2. Summary of Significant Accounting Principles: When the Bank has less than a majority of the voting rights of an investee, but these voting rights are enough to have the ability to direct the relevant activities unilaterally, then conclude the Bank has control. The Bank considers all factors and relevant circumstances to evaluate if their voting rights are enough to obtain the control, which it includes: (a) Basis of preparation Legal provisions: The General Banking Law in its Article No. 15 authorizes the Chilean Superintendency of Banks (SBIF) to issue generally applicable accounting standards for entities it supervises. The Corporations Law, in turn, requires generally accepted accounting principles to be followed. Based on the aforementioned laws, banks should use the criteria provided by the Superintendency in accordance with the Compendium of Accounting Standards, and any matter not addressed therein, as long as it does not contradict its instructions, should adhere to generally accepted accounting principles in technical standards issued by the Chilean Association of Accountants, that coincide with International Accounting Standards and International Financial Reporting Standards agreed upon by the International Accounting Standards Board (IASB). Should there be discrepancies between these generally accepted accounting principles and the accounting criteria issued by the SBIF, these shall prevail. 154 III. the ability to use its power over the investee to affect the amount of the investor’s returns. • The amount of voting rights that the Bank has, related to the amount of voting rights of the others stakeholders. • Potential voting rights maintained by the Bank, other holders of voting rights or other parties. • Rights emanated from other contractual arrangements. • Any additional circumstance that indicate that the Bank have or have not the ability to manage the relevant activities when that decisions need to be taken, including behavior patterns of vote in previous shareholders meetings. The Bank reevaluates if it has or has not the control over an investee when the circumstances indicates that exists changes in one or more elements of control listed above. The entities controlled by the Bank and which form parts of the consolidation are detailed as follows: Interest Owned Indirect Direct Rut Subsidiaries country Functional Currency 44.000.213-7 Banchile Trade Services Limited Hong Kong US$ 96.767.630-6 Banchile Administradora General de Fondos S.A. Chile $ 2013 % 2012 % 2013 % Total 2012 % 2013 % 2012 % 100.00 100.00 — — 100.00 100.00 99.98 99.98 0.02 0.02 100.00 100.00 96.543.250-7 Banchile Asesoría Financiera S.A. Chile $ 99.96 99.96 — — 99.96 99.96 77.191.070-K Banchile Corredores de Seguros Ltda. Chile $ 99.83 99.83 0.17 0.17 100.00 100.00 96.894.740-0 Banchile Factoring S.A. (*) Chile $ — 99.75 — 0.25 — 100.00 96.571.220-8 Banchile Corredores de Bolsa S.A. Chile $ 99.70 99.70 0.30 0.30 100.00 100.00 96.932.010-K Banchile Securitizadora S.A. Chile $ 99.00 99.00 1.00 1.00 100.00 100.00 96.645.790-2 Socofin S.A. Chile $ 99.00 99.00 1.00 1.00 100.00 100.00 96.510.950-1 Promarket S.A. Chile $ 99.00 99.00 1.00 1.00 100.00 100.00 (*) See note No. 5 (j) about Relevant Events (ii) Associates and Joint Ventures For investments defined like “Joint Operation”, their assets, liabilities, income and expenses are recognised by their participation in joint operation. Associates: An associate is an entity over whose operating and financial management policy decisions the Bank has significant influence, without to have the control over the associate. Significant influence is generally presumed when the Bank holds between 20% and 50% of the voting rights. Other considered factors when determining whether the Bank has significant influence over another entity are the representation on the board of directors and the existence of material intercompany transactions. The existence of these factors could determine the existence of significant influence over an entity even though the Bank had participation less than 20% of the voting rights. For investments defined like “Joint Venture”, they will be registered according equity method. Investments that, for their characteristics, are defined like “Joint Ventures” are the following: • Artikos S.A. • Servipag Ltda. (iii) Shares or rights in other companies Investments in associates where exists significant influence, are accounted for using the equity method. These are entities in which the Bank does not have significant influence. They are presented at acquisition value (historical cost). In accordance with the equity method, the Bank’s investments are initially recorded at cost, and subsequently increased or decreased to reflect the proportional participation of the Bank in the net income or loss of the associate and other movements recognized in its shareholders’ equity. Goodwill arising from the acquisition of an associate is included in the net book value, net of any accumulated impairment loss. (iv) Special purpose entities Joint Ventures: Joint Ventures are joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. According to current regulation, the Bank must be analyzing continuously its consolidation area, considering that the principal criteria are the control that the Bank has in an entity and not its percentage of equity participation. The Bank has securitized certain credits and have been transferred to its associate Banchile Securitizadora, which created the Segregated Equity No. 17, according established by Law 18,045 and Superintendencia de Valores y Seguros. The Bank has not maintained control thereon (see details in Note No. 12 (h)). As of December 31, 2013 and 2012 the Bank does not control and has not created any SPEs. According IFRS 11, an entity shall be determining type of joint arrangement: “Joint Operation” or “Joint Venture”. 155 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (v) Fund management The Bank manages assets maintained in common investment funds and other investment products on behalf of investors. Different entities which conform consolidation group of Banco de Chile (Banchile Administradora General de Fondos S.A. and Banchile Securitizador S.A) and owned by third parties are not included in Consolidated Statements of Financial Position, unless the Bank has the control. According to IFRS 10, for consolidation a purpose is necessary to evaluate the role of the Bank and its subsidiaries in the funds that manage, determining its role of Agent or Principal. recorded in earnings. The effect of this change involved a charge of income of Ch$16,413 million. During the year ended December 31, 2013, there have been no other significant changes, different to it indicated above. Estimates and relevant assumptions are regularly reviewed by the Bank’s Management to quantify certain assets, liabilities, income, expenses and commitments. The accounting estimations reviewed are recognised in the period in which the estimate is evaluated. (e) Financial asset and liability valuation criteria This assessment should consider the following: •The scope to make decision over the investee •The rights held by other parties •The remuneration according to compensation arrangements •Exposition, of the decision maker, to the variability of returns from other interests that keeps the investee. The Bank and its subsidiaries managed on behalf and for the benefit of investors, acting in that relationship only as Agent. Under this category, and as provided in the aforementioned rule, these funds do not control when exercising authority to make decisions. Therefore, at December 31, 2013 and 2012 the Bank acts as agent, and therefore do not consolidate any fund. (c) Non-controlling interest Non-controlling interest represents the share of losses, income and net assets that the Bank does not control, neither directly or indirectly. It is presented as a separate item in the Consolidated Statement of Comprehensive Income and the Consolidated Statement of Financial Position. Measurement is the process of determining the monetary amounts at which the elements of the financial statements are to be recognized and carried in the Statement of Financial Position and the Comprehensive Income. This involves selecting the particular basis or method of measurement. In the Consolidated Financial Statements several measuring bases are used with different levels mixed among them. These bases or methods include the following: (i) Initial recognition The Bank and its subsidiaries recognize loans to customers, trading and investment securities, deposits, debt issued and subordinated liabilities and other assets o liabilities on the date of negotiation. Purchases and sales of financial assets performed on a regular basis are recognized as of the trade date on which the Bank committed to purchase or sell the asset. (ii) Classification Assets, liabilities and income accounts have been classified in conformity with standards issued by the Superintendency of Banks. (d) Use of estimates and judgment (iii) Derecognition The Consolidated Financial Statements include estimates made by the Senior Management of the Bank and of the consolidated entities to quantify certain of the assets, liabilities, income, expenses and commitments that are recorded in them. Basically, these estimates are made in function of the best information available, and refer to: 1. Goodwill valuation (Note No. 15); 2. Useful lives of property and equipment and intangible assets (Note No. 15 and No. 16); 3. Current taxes and deferred taxes (Note No.17); 4. Provisions (Note No. 24); 5. Contingencies and commitments (Note No. 26); 6. Provision for loan losses (Note No.11, Note No. 12 and Note No. 32); 7. Impairment of other financial assets (Note No. 35); 8. Fair value of financial assets and liabilities (Note No. 39) During period 2013, the Bank has made a modification to the derivatives valuation model. This consists in the incorporation of “Counterparty Value Adjustment” (CVA) in the valuation of derivatives, to reflect the counterparty risk in determining the fair value. This valuation does not consider the credit risk of the issuer “Debit Valuation Adjustment” (DVA) in accordance with it was established by the SBIF. In accordance with IAS 8 “Accounting Policies: Changes in Accounting Estimates and Errors”, this modification has been treated as a change in accounting estimate and its effect 156 The Bank and its subsidiaries derecognize a financial asset (or where applicable part of a financial asset) from its Consolidated Statement of Financial Position when the contractual rights to the cash flows of the financial asset have expired or when the contractual rights to receive the cash flows of the financial asset are transferred during a transaction in which all ownership risks and rewards of the financial asset are transferred. Any portion of transferred financial assets that is created or retained by the Bank is recognized as a separate asset or liability. When the Bank transfers a financial asset, it assesses to what extent it has retained the risks and rewards of ownership. In this case: (a) If substantially all risks and rewards of ownership of the financial asset have been transferred, it is derecognized, and any rights or obligations created or retained upon transfer are recognized separately as assets or liabilities. (b) If substantially all risks and rewards of ownership of the financial asset have been retained, the Bank continues to recognize it. (c) If substantially all risks and rewards of ownership of the financial asset are neither transferred nor retained, the Bank will determine if it has retained control of the financial asset. In this case: (i) If it has not retained control, the financial asset will be derecognized, and any rights or obligations created or retained upon transfer will be recognized separately as assets or liabilities. (ii) If the entity has retained control, it will continue to recognize the financial asset in the Consolidated Financial Statement by an amount equal to its exposure to changes in value that can experience and recognize a financial liability associated to the transferred financial asset. The Bank derecognizes a financial liability (or a portion thereof) from its Consolidated Statement of Financial Position if, and only if, it has extinguished or, in other words, when the obligation specified in the corresponding contract has been paid or settled or has expired. and return factors that are inherent in the financial instrument. Periodically, the Bank calibrates the valuation techniques and tests it for validity using prices from observable current market transaction in the same instrument or based on any available observable market data. The best evidence of the fair value of a financial instrument at initial recognition is the transaction price (i.e. the fair value of the consideration given or received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument (i.e. without modification or repackaging) or based on a valuation technique whose variables include only data from observable markets. When transaction price provides the best evidence of fair value at initial recognition, the financial instrument is initially measured at the transaction price and any difference between this price and the value initially obtained from a valuation model is subsequently recognized in income depending on the individual facts and circumstances of the transaction. (iv) Offsetting Financial assets and liabilities are offset and the net amount is reported in the Statement of Financial Position if, and only if, the Bank has the legally enforceable right to set off the recognized amounts and there is an intention to settle on a net basis or to realize an asset and settle the liability simultaneously. Income and expenses are shown net only if accounting standards allow such treatment, or in the case of gains and losses arising from a group of similar transactions such as the Bank’s trading activities. (v) Valuation at amortized cost Amortized cost is the amount at which a financial asset or liability is measured at initial recognition minus principal repayments, plus or minus the cumulative amortization (calculated using the effective interest rate method) of any difference between that initial amount and the maturity amount and minus any reduction for impairment. (vi) Fair value measurements Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The most objective and common fair value is the price that you would pay on an active, transparent and deep market (“quoted price” or “market price”). When available, the Bank estimates the fair value of an instrument using quoted prices in an active market for that instrument. A market is considered 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, the Bank establishes fair value using a valuation technique. These valuation techniques include the use of recent market transactions between knowledgeable, willing parties in an arm’s length transaction, if available, as well as references to the fair value of other instruments that are substantially the same, discounted cash flows and options pricing models. The chosen valuation technique use the maximum observable market data, relies as little as possible on estimates performed by the Bank, incorporates factors that market participants would consider in setting a price and is consistent with accepted economic methodologies for pricing financial instruments. Inputs into the valuation technique reasonably represent market expectations and include risk Generally, the Bank has assets and liabilities that offset each other’s market risks. In these cases, average market prices are used as a basis for establishing these values. Fair value estimates obtained from models are adjusted for any other factors, such as liquidity risk or model uncertainties; to the extent that the Bank believes that a third-party market participant would take them into account in pricing a transaction. The available-for-sale instruments market valuation process consists in changing the rate from an average rate of sale (mid-rate) at the rate of sale of these instruments (offer-rate). When the transaction price is different from the fair value derived from other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable markets, the Bank immediately recognizes the difference between the transaction price and fair value (a “Day 1” profit or loss) in “Net financial operating income”. In cases where fair value is determined using data that is not observable, the difference between the transaction price and model value is only recognized in the Consolidated Statement of Comprehensive Income when the inputs become observable, or when the document is derecognized. The Bank’s fair value disclosures are included in Note 39. (f) Presentation and functional currency The items included in the financial statements of each of the entities of Banco de Chile and its subsidiaries are valued using the currency of the primary economic environment in which it operates (functional currency). The functional currency of Banco de Chile is the Chilean peso, which is also the currency used to present the entity’s consolidated financial statements, that is the currency of the primary economic environment in which the Bank operates, as well as obeying to the currency that influences in the costs and income structure. (g) Transactions in foreign currency Transactions in currencies other than the functional currency are considered to be in foreign currency and are initially recorded at the exchange rate of the functional currency on the transaction date. Monetary assets and liabilities denominated in foreign currencies are converted using the exchange rate of the functional currency as of the date of the Statement of Financial Position. All differences are recorded as a debit or credit to income. 157 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Transactions in a currency other than the functional currency are considered in foreign currency and are initially recorded at the exchange rate of the currency at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate of the functional currency at the date of the Statement of Financial Position. All differences are recorded as a charge or credit to income. (iv)Financing activities: corresponds to the activities that produce changes in the amount and composition of the equity and the liabilities that are not included in the operating or investing activities. As of December 31, 2013, the Bank applied the exchange rate of accounting representation according to the standards issued by the Superintendency of Banks, where assets expressed in dollars are shown to their equivalent value in Chilean pesos calculated using the following exchange rate of Ch$525.72 to US$1. As of December 31, 2012, the Bank used the observed exchange rate equivalent to Ch$479.47 to US$1. Financial assets held-for-trading consist of securities acquired with the intention of generating profits as a result of short-term prices fluctuation or as a result of brokerage activities, or are part of a portfolio on which a short-term profit-generating pattern exists. The gain of MCh$71,457 for net foreign exchange income (MCh$35,136 in 2012) shown in the Consolidated Statement of Comprehensive Income, includes recognition of the effects of exchange rate variations on assets and liabilities in foreign currency or indexed to exchange rates, and the result of foreign exchange transactions conducted by the Bank and its subsidiaries. (j) Financial assets held-for-trading Financial assets held-for-trading are stated at their fair market value as of the Consolidated Statement of Financial Position date. Gains or losses from their fair market value adjustments, as well as gains or losses from trading activities, are included in “Gains (losses) from trading and brokerage activities” in the Consolidated Statement of Comprehensive Income. Accrued interest and revaluations are reported as “Gains (losses) from trading and brokerage activities”. (k) Repurchase agreements and security lending and borrowing transactions (h) Segment reporting The Bank’s operating segments are determined based on its different business units, considering the following factors: (i) That it conducts business activities from which income is obtained and expenses are incurred (including income and expenses relating to transactions with other components of the same entity). (ii) That its operating results are reviewed regularly by the entity’s highest decisionmaking authority for operating decisions, to decide about resource allocation for the segment and evaluate its performance; and The Bank engages in transactions with repurchase agreements as a form of investment. The securities purchased under these agreements are recognized on the Bank’s Consolidated Statement of Financial Position under “Receivables from Repurchase Agreements and Security Lending”, which is valued in accordance with the agreedupon interest rate, through of method of amortised cost. The Bank also enters into security repurchase agreements as a form of financing. Investments that are sold subject to a repurchase obligation and serve as collateral for borrowings are reclassified as “Financial Assets held-for-trading” or “Available-for-sale Instruments”. The liability to repurchase the investment is classified as “Payables from Repurchase Agreements and Security Lending”, which is valued in accordance with the agreed-upon interest rate. (iii) That separate financial information is available. (i) Cash and cash equivalents The Consolidated Statement of Cash Flows shows the changes in cash and cash equivalents derived from operating activities, investment activities and financing activities during the year. The indirect method has been used in the preparation of this statement. For the preparation of Consolidated Financial Statements of Cash Flow it is considered the following concepts: (i) Cash and cash equivalents correspond to “Cash and Bank Deposits”, plus (minus) the net balance of transactions in the course of collection that are shown in the Consolidated Statement of Financial Position, plus instruments held-for-trading and available-for-sale that are highly liquid and have an insignificant risk of change in value, maturing in less than three months from the date of acquisition, plus repurchase agreements that are in that situation. Also includes investments in fixed income mutual funds that are presented under “Trading Instruments” in the Consolidated Statement of Financial Position. (ii) Operating activities: corresponds to normal activities of the Bank, as well as other activities that cannot classify like investing or financing activities. (iii) Investing activities: correspond to the acquisition, sale or disposition other forms, of long-term assets and other investments that not include in cash and cash equivalent. 158 As of December 31, 2013 and 2012 it not exist operations corresponding to securities lending. (l) Derivative instruments The Bank maintains contracts of Derivative financial instruments, for cover the exposition of risk of foreign currency and interest rate. These contracts are recorded in the Consolidated Statement of Financial Position at their cost (included transactions costs) and subsequently measured at fair value. Derivative instruments are reported as an asset when their fair value is positive and as a liability when negative under the item “Derivative Instruments”. Changes in fair value of derivative contracts held for trading purpose are included under “Profit (loss) net of financial operations”, in the Consolidated Statement of Comprehensive Income. Certain embedded derivatives in other financial instruments are treated as separate derivatives when their risk and characteristics are not closely related to those of the main contract and if the contract in its entirety is not recorded at its fair value with its unrealized gains and losses included in income. At the moment of subscription of a derivative contract must be designated by the Bank as a derivative instrument for trading or hedging purposes. If a derivative instrument is classified as a hedging instrument, it can be: (1) A hedge of the fair value of existing assets or liabilities or firm commitments, or (2)A hedge of cash flows related to existing assets or liabilities or forecasted transactions. which meet the definition to be classified as financial leases and are presented at their nominal value net of unearned interest as of each year-end. (iii) Factoring transactions A hedge relationship for hedge accounting purposes must comply with all of the following conditions: The Bank carry out factoring transactions, where they receive invoices and other commercial instruments representative of credit, with or without recourse, and they advance to the assignor a percentage of the total amounts to be collected from the original debtor. (a) at its inception, the hedge relationship has been formally documented; (b) it is expected that the hedge will be highly effective; (c) the effectiveness of the hedge can be measured in a reasonable manner; and (d) the hedge is highly effective with respect to the hedged risk on an ongoing basis and throughout the entire hedge relationship. As of December 31, 2013, the item “Loans to customers” includes MCh$524,059 (MCh$606,137 in 2012), corresponding to the amount advanced to the assignor, plus accrued interest net of payments received. The Bank presents and measures individual hedges (where there is a specific identification of hedged item and hedged instruments) by classification, according to the following criteria: Fair value hedges: changes in the fair value of a hedged instruments derivative, designed like “fair value hedges”, are recognised in income. Hedged item also is presented to fair value, related to the risk to be hedge. Gains or losses from fair value adjustments, both the hedged item and the derivative instrument, are recognized in income. Cash flow hedge: changes in the fair value of financial instruments derivative designated like “cash flow hedge” are recognised in “Other Comprehensive Income”, to the extent that hedge is effective and hedge is reclassified to income when hedged item affects such income. If the hedge is not effective, changes in fair value are recognised directly in income. If the hedged instruments does not comply with criteria of hedge accounting of cash flow, it expires or is sold, it suspend or executed, this hedge must be discontinued prospectively. Accumulated gains or losses recognised previously in the equity are maintained there until projected transactions occur, in that moment will be registered in Consolidated Statement of Income, lesser than it foresees that the transaction will not execute, in this case it will be registered immediately in Consolidated Statement of Income. (m) Loans to customers Loans to customers include originated and purchased non-derivative financial assets with fixed or determinable payments that are not quoted on an active market and which the Bank does not intend to sell immediately or in the short-term. (i) Valuation method Loans are initially measured at cost plus incremental transaction costs, and subsequently measured at amortized cost using the effective interest rate method, except when the Bank defined some loans as hedged items, which are measured at fair value, changes are recorded in the Consolidated Statement of Income, as described in letter (l) of this note. (ii) Lease contracts Accounts receivable for leasing contracts, included under the caption “Loans to customers” are recorded MCh$1,209,747 as of December 31, 2013 (MCh$1,113,272 in 2012), correspond to periodic rent installments of contracts In those cases where the transfer of these instruments it was made without responsibility of the grantor, the Bank assumes the default risk. (iv) Impairment of loans The impaired portfolio includes loans of debtors for which there is evidence that they will not fulfill some of their obligations on the agreed upon payment conditions without the possibility of recovering what is owed, having to recur to the guarantees, through exercising judicial payment actions or agreeing upon other conditions. The following are certain situations that constitute evidence that the debtors will not fulfill their obligations with the Bank in accordance with what has been agreed upon, and that their loans are impaired: •Financial difficulties evident of the debtor or significant worsening of their credit quality. •Notorious indicators that the debtor will go into bankruptcy or into a forced restructuring of debts or that effectively bankruptcy or a similar measure has been filed in relation to their payment obligations, including delaying or nonpayment of obligations. •Forced restructuring of a loan due to economic or legal factors related to the debtor, whether by decreasing the payment obligation or delaying the principal, interest or commissions. •The obligations of the debtor are negotiated with a significant loss due to the vulnerability of the debtor’s payment capacity. •Adverse changes produced in the technological, market, economic or legal area in which the debtor operates, which potentially compromise the debtor’s payment capacity. In any case, when dealing with debtors subject to individual assessment, are considered in impaired portfolio all credits of debtors classified in some the “Noncomplying Loans “ categories, as well as in categories B3 and B4 of “Substandard Portfolio.” Also, being subject to assessment debtors group, the impaired portfolio includes all credits of the Non-complying loans. The Bank incorporates the loans to impaired portfolio and keeps them in that portfolio, until it is not observed a normalization of the capacity or conduct of payment. (v) Allowance for loan losses Allowances are required to cover the risk of loan losses have been established in accordance with the instructions issued by the Superitendency of Banks. The loans are presented net of those allowances and, in the case of loans and in the case of contingent loans, they are shown in liabilities under “Provisions”. 159 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In accordance with what is stipulated by the Superintendency of Banks, models or methods are used based on an individual and group analysis of debtors, to establish allowance for loan losses. (v.i) Allowance for individual evaluations An individual analysis of debtors is applied to individuals and companies that are of such significance with respect to size, complexity or level of exposure to the bank, that they must be analyzed in detail. Likewise, the analysis of borrowers should focus on its ability to payment, to have sufficient and reliable information, and to analyze in regard to guarantees, terms, interest rates, currency and revaluation, etc. For purposes of establish the allowances and before the assignment to one of three categories of loans portfolio: Normal, Substandard and Non-complying Loans, it must classify the debtors and their operations related to loans and contingent loans in the categories that apply. v.i.1 Normal Loans and Substandard Loans Normal loans correspond to borrowers who are up to date on their payment obligations and show no sign of deterioration in their credit quality. Loans classified in categories A1 through A6. Substandard loans includes all borrowers with insufficient payment capacity or significant deterioration of payment capacity that may be reasonably expected not to comply with all principal and interest payments obligations set forth in the credit agreement. This category also includes all loans that have been non-performing for more than 30 days. Loans classified in this category are B1 through B4. As a result of individual analysis of the debtors, the banks must classify them in the following categories, assigning, subsequently, the percentage of probability of default and loss given default resulting in the corresponding percentage of expected loss: Classification Normal Loans Substandard Loans 160 Category Probability of default (%) Loss given default (%) Expected loss (%) A1 0.04 90.0 0.03600 A2 0.10 82.5 0.08250 A3 0.25 87.5 0.21875 A4 2.00 87.5 1.75000 A5 4.75 90.0 4.27500 A6 10.00 90.0 9.00000 B1 15.00 92.5 13.87500 B2 22.00 92.5 20.35000 B3 33.00 97.5 32.17500 B4 45.00 97.5 43.87500 Allowances for Normal and Substandard Loans: To determine the amount of allowances to be constitute for normal and substandard portfolio, previously should be estimated the exposure to subject to the allowances, which will be applied to respective expected loss (expressed in decimals), which consist of probability of default (PD) and loss given default (LGD) established for the category in which the debtor and/or guarantor belong, as appropriate. The exposure affects to allowances applicable to loans plus contingent loans minus the amounts to be recovered by way of the foreclosure of guarantees. Loans means the book value of credit of the respective debtor, while for contingent loans, the value resulting from to apply the indicated in No.3 of Chapter B-3 of Compilation of Standards of the Chilean Superintendency of Banks (RAN). The banks must use the following equation: = (ESA-GE) x (PD debtor / 100) x (LGD debtor / 100) + GE x (PD guarantor / 100) x (LGD guarantor / 100) Provision Where: ESA = Exposure subject to allowances GE = Guaranteed exposure EAP = (Loans + Contingent Loans) – Financial Guarantees However, independent of the results obtained from the equation above, the bank must be assigned a minimum provision level of 0.5% of the Normal Loans (including contingent loans). v.i.2 Non-complying Loans The non-complying loans corresponds to borrowers and its credits whose payment capacity is seriously at risk and who have a high likelihood of filing for bankruptcy or are renegotiating credit terms to avoid bankruptcy. This category comprises all loans and contingent loans outstanding from debtors that have at least one installment payment of interest or principal overdue for 90 days or more. This group is composed of debtors belonging to categories C1 through C6 of the classification level and all loans, inclusive contingent loans, which maintain the same debtors. For purposes to establish the allowances on the non-complying loans, the Bank dispose the use of percentage of allowances to be applied on the amount of exposure, which corresponds to the amount of loans and contingent loans that maintain the same debtor. To apply that percentage, must be estimated a expected loss rate, less the amount of the exposure the recoveries by way of foreclosure of guarantees and, if there are available specific background, also must be deducting present value of recoveries obtainable exerting collection actions, net of expenses associated with them. This loss percentage must be categorized in one of the six levels defined by the range of expected actual losses by the Bank for all transactions of the same debtor. These categories, their range of loss as estimated by the Bank and the percentages of allowance that definitive must be applied on the amount of exposures, are listed in the following table: Type of Loan Non-complying loans Classification Expected loss Allowance (%) C1 More than 0% up to 3% 2 C2 More than 3% up to 20% 10 C3 More than 20 % up to 30% 25 C4 More than 30% up to 50% 40 C5 More than 50% up to 80% 65 C6 More than 80% 90 For these loans, the expected loss must be calculated in the following manner: Expected loss Allowance = (TE – R) / TE = TE x (AP/100) Where: TE = total exposure R = recoverable amount based on estimates of collateral value and collection efforts AP = allowance percentage (based on the category in which the expected loss should be classified). (v.ii) Allowances for group evaluations Group evaluations are relevant to address a large number of operations whose individual amounts are low or small companies. Such assessments, and the criteria for application, must be consistent with the transaction of give the credit. Group evaluations requires the formation of groups of loans with similar characteristics in terms of type of debtors and conditions agreed, to establish technically based estimates by prudential criteria and following both the payment behavior of the group that concerned as recoveries of defaulted loans and consequently provide the necessary provisions to cover the risk of the portfolio. Banks may use two alternative methods for determining provisions for retail loans that are evaluated as a group. Under first method, it will be used the experience to explain the payment behavior of each homogeneous group of debtors and recoveries through collateral and of collection process, when it correspond, with objective of to estimate directly a percentage of expected losses that will be apply to the amount of the loans of respective group. Under second method, the banks will segment to debtors in homogeneous groups, according described above, associating to each group a determined probability of default and a percentage of recovery based in a historic analysis. The amount of provisions to register it will be obtained multiplied the total loans of respective group by the percentages of estimated default and of loss given the default. 161 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In both methods, estimated loss must be related with type of portfolio and terms of operations. The Bank to determine its provisions has opted for using second method. In the case of consumer loans are not considered collateral for purposes of estimating the expected loss. Allowances are establish according with the results of the application of the methods used by the Bank, distinguishing between allowances over normal portfolio and over the non-complying loans, and those that protect the contingent credit risks associated with these portfolios. The non-complying loans includes loans and contingent credits linked to debtors that have delay more than 90 days in the payment of interest or principal, including all their credits, even 100% of the amount of contingent credit, related to the same debtor has it . (vi)Charge-offs Generally, the charge-offs are produced when the contractual rights on cash flows end. In case of loans, even if the above does not happen, it will proceed to chargeoffs the respective asset balances. The charge-off refers to derecognition of the assets in the Statement of Financial Position, related to the respective transaction and, therefore, the part that could not be past-due if a loan is payable in installments, or a lease. The charge-off must be to make using credit risk provisions constituted, whatever the cause for which the charge-off was produced. (vi.i) Charge-offs of loans to customers Charge-off loans to customers, other than leasing operations, shall be made in accordance to the following circumstances occurs: a) The Bank, based on all available information, concludes that will not obtain any cash flow of the credit recorded as an asset. (vi.ii) Charge-offs of lease operations Assets for leasing operations must be charge-offs against the following circumstances, whichever occurs first: a) The bank concludes that there is no possibility of the rent recoveries and the value of the property cannot be considered for purposes of recovery of the contract, either because the lessee have not the asset, for the property’s conditions, for expenses that involve its recovery, transfer and maintenance, due to technological obsolescence or absence of a history of your location and current situation. b) When it complies the prescription term of actions to demand the payment through executory or upon rejection or abandonment of executory by court. c) When past-due term of a transaction complies with the following: Type of Loan Consumer leases Other non-real estate lease transactions Real estate leases (commercial or residential) TERM 6 months 12 months 36 months The term represents the time elapsed since the date on which payment of all or part of the obligation in default became due. (vii) Loan loss recoveries Cash recoveries on charge-off loans including loans that were reacquired from the Central Bank of Chile are recorded directly in income in the Consolidated Statement of Comprehensive Income, as a reduction of the “Provisions for Loan Losses” item. In the event that there are recovery in assets, is recognized in income the revenues for the amount they are incorporated in the asset. The same criteria will be followed if the leased assets are recovered after the charge-off of a lease operation, to incorporate those to the asset. (viii) Renegotiations of charge-off transactions b) When the debt (without “executive title”, a collectability category pursuant to local law) meets 90 days since it was recorded as an asset. Any renegotiation of a charge-off loan it not recognize in income, while the operation continues to have deteriorated quality. Payments must be recognized as loan recoveries. c) At the time the term set by the statute of limitations runs out and as result legal actions are precluded in order to request payment through executive trial or upon rejection or abandonment of title execution issued by judicial and non-recourse resolution. Therefore, renegotiated credit can be recorded as an asset only if it has not deteriorated quality; also recognizing revenue from activation must be recorded like recovery of loans. d) When past-due term of a transaction complies with the following: The same criteria should apply in the case that was give credit to pay a charge-off loan. Type of Loan TERM (n) Financial assets held-to-maturity and available-for-sale Consumer loans - secured and unsecured Other transactions - unsecured Commercial loans - secured Residential mortgage loans 6 months 24 months 36 months 48 months The term represents the time elapsed since the date on which payment of all or part of the obligation in default became due. 162 Financial assets held-to-maturity includes only those securities for which the Bank has the ability and intention of keeping until maturity. The remaining investments are considered as financial assets available-for-sale. On an ongoing basis the Bank reassesses whether the ability and intention to sell available-for-sale instruments remains to be given. Financial assets held-to-maturity are recorded at their cost plus accrued interest and indexations less impairment provisions made when the carrying amount exceeds the estimated recoverable amount. The subsequent expense in software assets is capitalized only when it increases the future economic benefit for the specific asset. All other expenses are recorded as an expense as incurred. A financial asset classified as available-for-sale is initially recognized at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Amortization is recorded in income using the straight-line amortization method based on the estimated useful life of the software, from the date on which it is available for use. The estimated useful life of software is a maximum of 6 years. Financial assets available for sale are subsequently measured at their fair value based on market prices or valuation models. Unrealized gains or losses as a result of fair value adjustments are recorded in “Other comprehensive income” within Equity. When these investments are sold, the cumulative fair value adjustment existing within equity is recorded directly in income under “Net financial operating income”. (iii) Other identifiable intangible assets This item applies to identifiable intangible assets for which the cost can be reliably measured and which are likely to generate future economic benefits for the Bank. (p) Property and equipment Interest and indexations of financial assets held-to-maturity and available-for-sale are included in the line item “Interest revenue”. Investment securities, which are subject to hedge accounting, are adjusted according to the rules for hedge accounting as described in Note No. 2 (l). As of December 31, 2013 and 2012, the Bank and its subsidiaries do not hold held to maturity instruments. (o) Intangible assets Intangible assets are identified as non-monetary assets (separately identifiable from other assets) without physical substance which arise as a result of a legal transaction or are developed internally by the consolidated entities. They are assets whose cost can be estimated reliably and from which the consolidated entities have control and consider it probable that future economic benefits will be generated. Property and equipment includes the amount of land, real estate, furniture, computer equipment and other installations owned by the consolidated entities and which are for own use. These assets are stated at historical cost less depreciation and accumulated impairment. This cost includes expenses than have been directly attributed to the asset’s acquisition. Depreciation is recognized in income on a straight-line basis over the estimated useful lives of each part of an item of property and equipment. Estimated useful lives for 2013 and 2012 are as follows: Buildings 50 years Installations 10 years Equipment 3 years Supplies and accessories 5 years Intangible assets are recorded initially at acquisition cost and are subsequently measured at cost less any accumulated amortization or any accumulated impairment losses. Maintenance expenses relating to those assets held for own uses are recorded as expenses in the period in which they are incurred. (i) Goodwill (q) Deferred taxes and income taxes Goodwill arises on the acquisition of subsidiaries and associates representing the excess of the fair value of the purchase consideration and cost directly attributable to the acquisition over the net fair value of the Bank’s share of the identifiable assets acquired and the liabilities and contingent liabilities assumed on the date of the acquisition. For the purpose of calculating goodwill, fair values of acquired assets, liabilities and contingent liabilities are determined by reference to market values or by discounting expected future cash flows to present value. This discounting is either performed using market rates or by using risk-free rates and risk-adjusted expected future cash flows. Goodwill is presented at cost, less accumulated amortization in accordance with its remaining useful life. (ii) Software or computer programs The income tax provision of the Bank and its subsidiaries has been determined in conformity with current legal provisions. The Bank and its subsidiaries recognize, when appropriate, deferred tax assets and liabilities for future estimates of tax effects attributable to temporary differences between the book and tax values of assets and liabilities. Deferred tax assets and liabilities are measured based on the tax rate expected to be applied, in accordance with current tax law, in the year that deferred tax assets are realized or liabilities are settled. The effects of future changes in tax legislation or tax rates are recognized in deferred taxes starting on the date of publication of the law approving such changes. Deferred tax assets and liabilities are recorded at their book value as of the date the deferred taxes are measured. Deferred tax assets are recognized only when it is likely that future tax profits will be sufficient to recover deductions for temporary differences. Deferred taxes are classified in conformity with established by Superintendency of Banks. Computer software purchased by the Bank and its subsidiaries is accounted for at cost less accumulated amortization and impairment losses. 163 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (r) Assets received in lieu of payment Assets received or awarded in lieu of payment of loans and accounts receivable from customers are recorded, in the case of assets received in lieu of payment, at the price agreed by the parties, or otherwise, when the parties do not reach an agreement, at the amount at which the Bank is awarded those assets at a judicial auction. Assets received in lieu of payment are classified under “Other Assets” and they are recorded at the lower of its carrying amount or net realizable value, less charge-off and presented net of a portfolio valuation allowance. The Superitendency of Banks requires regulatory charge-offs if the asset is not sold within a one year of foreclosure. (s) Investment properties Investments properties are real estate assets held to earn rental income or for capital appreciation or both, but are not held-for-sale in the ordinary course of business or used for administrative purposes. Investment properties are measured at fair value as attributed cost, at the moment of transition to IFRS, calculated as of January 1, 2008, less accumulated depreciation and impairment and are presented under “Other Assets”. (t) Debt issued and other financial liabilities Financial instruments issued by the Bank are classified in the Statement of Financial Position under “Debt issued” items, where the substance of the contractual arrangement results in the Bank having an obligation either to deliver cash or another financial asset to the holder or to satisfy the obligation other than by the exchange of a fixed amount of cash. After initial measurement, debt issued is subsequently measured at amortized cost using the effective interest rate. Amortized cost is calculated by taking into account any discount or premium on the issue and costs that are an integral part of the effective interest rate. (u) Provisions and contingent liabilities Provisions are liabilities involving uncertainty about their amount or maturity. They are recorded in the Statement of Financial Position when the following requirements are jointly met: (i) a present obligation has arisen from a past event and, ii) as of the date of the financial statements it is probable that the Bank or its subsidiaries have to disburse resources to settle the obligation and the amount can be reliably measured. A contingent asset or liability is any right or obligation arising from past events whose existence will be confirmed by one or more uncertain future events which are not within the control of the Bank. The following are classified as contingent in the complementary information: i. Guarantors and pledges: Comprises guarantors, pledges and standby letters of credit. In addition it includes payment guarantees for purchases in factoring transactions. ii. Confirmed foreign letters of credit: Corresponds to letters of credit confirmed by the Bank. 164 iii. Documentary letters of credit: Includes documentary letters of credit issued by the Bank which have not yet been negotiated. iv. Documented guarantee: Guarantee with promissory notes. v. Interbank guarantee: Correspond to letters of guarantee issued as foreseen in Title II of Chapters 8-12 of the Updated Compilation of Standards. vi. Free disposal lines of credit: The unused amount of credit lines that allow customers to draw without prior approval by the Bank (for example, using credit cards or overdrafts in checking accounts). vii. Other credit commitments: Amounts not yet lent under committed loans, which must be disbursed at an agreed future date when events contractually agreed upon with the customer occur, such as in the case of lines of credit linked to the progress of a construction or similar projects. viii.Other contingent loans: Includes any other kind of commitment by the Bank which may exist and give rise to lending when certain future events occur. In general, this includes unusual transactions such as pledges made to secure the payment of loans among third parties or derivative contracts made by third parties that may result in a payment obligation and are not covered by deposits. Exposure to credit risk on contingent loans: In order to calculate provisions on contingent loans, as indicated in Chapter B-3 of the Compendium of Accounting Standards of the Superintendency of Banks, the amount of exposure that must be considered shall be equivalent to the percentage of the amounts of contingent loans indicated below: Type of contingent loan a) Guarantors and pledges b) Confirmed foreign letters of credit c) Documentary letters of credit issued d) Guarantee deposits e) Interbank letters of guarantee f) Free disposal lines of credit g) Other loan commitments - College education loans Law No. 20,027 -Others h) Other contingent loans Exposure 100% 20% 20% 50% 100% 50% 15% 100% 100% Notwithstanding the above, when dealing with transactions performed with customers with overdue loans as indicated in Chapter B-1 of the Compendium of Accounting Standards of the SBIF: Impaired and/or Written-down Loans, that exposure shall be equivalent to 100% of its contingent loans. Additional provisions: In accordance to Superintendency of Banks regulations, the Bank has recorded additional allowances for its individually evaluated loan portfolio, taking into consideration the expected impairment of this portfolio. The calculation of this allowance is performed based on the Bank’s historical experience and considering possible future adverse macroeconomic conditions or circumstances that could affect a specific sector, industry, groups of debtors or projects. The provisions made in order to forestall the risk of macroeconomic fluctuations should anticipate situations reversal of expansionary economic cycles in the future, could translate into a worsening in the conditions of the economic environment and thus, function as a countercyclical mechanism accumulation of additional provisions when the scenario is favorable and release or assignment to specific provisions when environmental conditions deteriorate. According to the above, additional provisions must always correspond to general provisions on commercial, consumer or mortgage loans, or segments identified, and in no case may be used to offset weaknesses of the models used by the bank. During the current year, the Bank recorded additional provisions with a charge to income of MCh$10,000 (MCh$2,271 in 2012). As of December 31, 2013 the additional provisions amounted Ch$107,757 million (Ch$97,757 million), which are presents in the item “Provisions” of the liability in the Consolidated Statement of Financial Position. (v) Provision for minimum dividends According with the Compendium of Accounting Standards of the SBIF, the Bank records within liabilities the portion of net income for the year that should be distributed to comply with the Corporations Law or its dividend policy. For these purposes, the Bank establishes a provision in a complementary equity account within retained earnings. Distributable net income is considered for the purpose of calculating a minimum dividends provision, which in accordance with the Bank’s bylaws is defined as that which results from reducing or adding to net income the value of price-level restatement for the concept of restatement or adjustment of paid-in capital and reserves for the year. Actuarial gains and losses are recognised in “Other Comprehensive Income”. There are no other additional costs that must be recognised by the Bank. (x) Earnings per share Basic earnings per share is determined by dividing net income for the year attributable to the Bank by the average weighted number of shares in circulation during that year. Diluted earnings per share is determined in a similar manner as basic earnings per share, but the average weighted number of shares in circulation is adjusted to account for the dilutive effect of stock options, warrants and convertible debt. As of December 31, 2013 and 2012, the Bank does not have any instruments or contracts that could cause dilutions. Therefore, no adjustments have been made. (y) Interest revenue and expense Interest income and expenses are recognized in the income statement using the effective interest rate method. The effective interest rate is the rate which exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument (or a shorter period) where appropriate, to the carrying amount of the financial asset or financial liability. To calculate the effective interest rate, the Bank determines cash flows by taking into account all contractual conditions of the financial instrument, excluding future credit losses. The effective interest rate calculation includes all fees and other amounts paid or received that form part of the effective interest rate. Transaction costs include incremental costs that are directly attributable to the purchase or issuance of a financial asset or liability. (w) Employee benefits (i) Staff vacations: The annual costs of vacations and staff benefits are recognized on an accrual basis. (ii) Short-term benefits The Bank has a yearly bonus plan for its employees based on their ability to meet objectives and their individual contribution to the company’s results, consisting of a given number or portion of monthly salaries. It is provisioned for based on the estimated amount to be distributed. (iii) Staff severance indemnities: Banco de Chile has recorded a liability for long-term severance indemnities in accordance with employment contracts it has with certain employees. The liability, which is payable to specified retiring employees with 30 or 35 years of service, is recorded at the present value of the accrued benefits, which are calculated by applying a real discount rate to the benefit accrued as of year-end over the estimated average remaining service period. Obligations for this defined benefits plan are valued according to the projected unit credit actuarial valuation method, using inputs such as staff turnover rates, expected salary growth in wages and probability that this benefit will be used, discounted at current long-term rates (5.19% as of December 31, 2013 and 5.50% as of December 31, 2012). For its impaired portfolio and high risk loans and accounts receivables from clients, the Bank has applied a conservative position of discontinuing accrual-basis recognition of interest revenue in the income statement; they are only recorded once received. In accordance with the above, suspension occurs in the following cases: Loans with individual evaluation: • Loans classified in categories C5 and C6: Accrual is suspended by the sole fact of being in the impaired portfolio. • Loans classified in categories C3 and C4: Accrual is suspended due to having been three months in the impaired portfolio. Group evaluation loans: • Loans with less than 80% real guarantees: Accrual is suspended when payment of the loan or one of its installments has been overdue for six months. Notwithstanding the above, in the case of loans subject to individual evaluation, recognition of income from accrual of interest and readjustments can be maintained for loans that are being paid normally and which correspond to obligations whose cash flows are independent, as can occur in the case of project financing. The suspension of recognition of revenue on an accrual basis means that, while the credits are kept in the impaired portfolio, the related assets included in the Consolidated Statement of Financial Position will increase with no interest, or fees and adjustments in the Consolidated Statement of Comprehensive Income, and income will not be recognized for these items, unless they are actually received. The discount rate used corresponds to the return on bonds of the Central Bank with maturity in 10 years (BCP). 165 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (z) Fees and commissions Income and expenses from fees and commissions are recognized in income using different criteria based on the nature of the income or expense: The most significant criteria include: • Fees earned from an single act are recognized once the act has taken place. • Fees earned from transactions or services provided over a longer period of time are recognized over the life of the transactions or services. • Loan commitment fees for loans that are likely to be drawn down and other creditrelated fees are deferred (together with incremental costs) and recognized as an adjustment to the effective interest rate of the loan. When it is unlikely that a loan is drawn down, the fees are recognized over the commitment period on a straight-line basis. (aa) Identifying and measuring impairment Financial assets, different to loans to customers: Financial assets are reviewed throughout each year, and especially at each reporting date, to determine whether there is objective evidence of impairment as a result of a loss event that occurred after the initial recognition of the asset and the loss event had an impact on the estimated future cash flows of the financial asset that can be reliably calculated. An impairment loss for financial assets (different to loans to customers) recorded at amortized cost is calculated as the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted using the effective interest rate. An impairment loss for available-for-sale financial assets is calculated using its fair value, considering fair value changes already recognized in other comprehensive income. In the case of equity investments classified as available-for-sale financial assets, objective evidence includes a significant or prolonged decline in the fair value of the investment below cost. In the case of debt securities classified as available-forsale financial assets, the Bank assesses whether there exists objective evidence for impairment based on the same criteria as for loans. If there is evidence of impairment, any amounts previously recognized in equity, in net gains (losses) not recognized in the income statement, is removed from equity and recognized in the income statement for the period, reported in net gains (losses) on financial assets available for sale. This amount is determined as the difference between the acquisition cost (net of any principal repayments and amortization) and current fair value of the asset less any impairment loss on that investment previously recognized in the income statement. When the fair value of the available-for-sale debt security recovers to at least amortised cost, it is no longer considered impaired and subsequent changes in fair value are reported in equity. All impairment losses are recognized in the income statement. Any cumulative loss related to available-for-sale financial assets recognized previously in equity is transferred to the income statement. An impairment loss can only be reversed if it can be related objectively to an event occurring after the impairment loss was recognized. 166 The amount of the reversal is recognized in profit or loss up to the amount previously recognized as impairment. An impairment loss is reversed if, in a subsequent period, the fair value of the debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss. Non-financial assets: The carrying amounts of the non-financial assets of the Bank and its subsidiaries, excluding investment properties and deferred tax assets, are reviewed throughout the year and especially at each reporting date, to determine if any indication of impairment exists. If such indication exists, the recoverable amount of the asset is then estimated. Impairment losses recognized in prior years are assessed at each reporting date in search of any indication that the loss has decreased or disappeared. An impairment loss is reversed if there has been a change in the estimations used to determine the recoverable amount. An impairment loss is reverted only to the extent that the book value of the asset does not exceed the carrying. The Bank assesses at each reporting date and on an ongoing basis whether there is an indication that an asset may be impaired. If any indication exists, the Bank estimates the asset’s recoverable amount. An asset’s recoverable amount is the fair value less costs to sell and its value in use. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, share prices and other available fair value indicators. Impairment losses related to goodwill cannot be reversed in future periods. (ab) Lease transactions (i) The Bank acting as lessor Assets leased to customers under agreements which transfer substantially all the risks and rewards of ownership, with or without ultimate legal title, are classified as finance leases. When assets held are subject to a finance lease, the leased assets are derecognized and a receivable is recognized which is equal to the present value of the minimum lease payments, discounted at the interest rate implicit in the lease. Initial direct costs incurred in negotiating and arranging a finance lease are incorporated into the receivable through the discount rate applied to the lease. Finance lease income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the finance lease. Assets leased to customers under agreements which do not transfer substantially all the risks and rewards of ownership are classified as operating leases. The leased assets are include within “Other Assets” on the Group’s balance sheet and depreciation is provided on the depreciable amount of these assets on a systematic basis over their estimated useful economic lives. Rental income is recognized on a straight-line basis over the period of the lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized as an expense on a straight-line basis over the lease term. 3. New Accounting Pronouncements: (ii) The Bank acting as lessee Assets held under finance leases are initially recognized on the balance sheet at an amount equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. As of December 31, 2013 and 2012, the Bank and its subsidiaries have not signed contracts of this nature. The following is a summary of new standards, interpretations and improvements to the International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) that it is not effective as of December 31, 2013: 3.1 Accounting rules issued by IASB: Operating lease rentals payable are recognized as an expense on a straight-line basis over the lease term, which commences when the lessee controls the physical use of the property. Lease incentives are treated as a reduction of rental expense and are also recognized over the lease term on a straight-line basis. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred. (ac) Fiduciary activities IAS 32 Financial Instruments: Presentation Amendments issued in December 2011 provide clarifications on the application of the offsetting rules, clarifying the meaning of the criterion “currently has a legally enforceable right to set-off” and clarifying the criterion “intention to settle on a net basis, or to realize assets and settle liabilities simultaneously” and this way reduce the diversification that exist in actual practices. The standard is effective for annual periods beginning on or after January 1, 2014 and early adoption is permitted. The Bank provides trust and other fiduciary services that result in the holding or investing of assets on behalf of the clients. Assets held in a fiduciary capacity are not reported in the financial statements, as they are not the assets of the Bank. Contingencies and commitments arising from this activity are disclosed in Note No. 26 (a). According the assessment, current rules about netting force in Chile and practice used by the Bank in financial contracts with foreign counterparties, this rule has no impact on the consolidated financial statements of Banco de Chile and its subsidiaries. (ad) Customer loyalty program IAS 36 Impairment assets On May 29, 2013, the IASB issued amendments to IAS 36 respect to disclosures information related to recoverable amount of impaired assets, if this amount corresponded to fair value less disposal cost. These modifications are related to IFRS 13: “Fair Value measurement”. The Bank maintains a customer loyalty programs as an incentive to its clients. The scheme grants its customers certain points depending on the value of credit card purchases they make. The so-collected points can be used to obtain services from a third party. In accordance with IFRIC 13 the costs which the Bank incurs providing this incentive are recognized at fair value when the corresponding revenue is recognized, considering the probabilities of being used by the customers to obtain the third party’s service. The points collected cannot be used to obtain services directly from the Bank. (ae) Reclassifications The amendments will be applied retrospectively to annual periods beginning in January 1, 2014. Early adoption is permitted for the periods that the entity has applied IFRS 13. The Bank and its subsidiaries assess that this amendment will not have impact in the consolidated financial statements. During this period, the expense that, by their nature is directly related with credit cards was reclassified from “Other operational expenses” to “Expenses from fees and commissions”, in order to relate them better with the revenues from that product. The effect of this reclassification is the following: Balance as of December 31, 2012 MCh$ Reclassification MCh$ Reclassified Balance as of December 31, 2012 MCh$ Expenses from fees and commissions (65,510) (19,985) (85,495) Other operational expenses (42,439) 19,985 (22,454) This reclassification does not affect any comply of covenants. There are not other significant reclassifications at the end period 2013, different to described above. IAS 39 Financial Instruments: Recognition and Measurement On June 27, 2013 the IASB issue amendments to IAS 39 related to continuing hedge accounting after novation. This amendment provides an exception to the requirement to discontinue hedge accounting in situations where over-the-counter (OTC) derivatives designated in hedging relationships are directly or indirectly, novated to a central counterparty (CCP) as a consequence of laws or regulations, or the introduction of laws or regulations. The effective date for annual periods beginning on or after January 1, 2014. Early adoption is permitted. The Bank will make updates related to documentation that will be required and adjustments in operating process for compliance of novations. Hedges will not be interrupted for this novation, so there is no impact in financial statements. IFRS 9 Financial Instruments: Financial liabilities On October 28, 2010, the IASB incorporated in IFRS 9 accounting treatment of financial liabilities, maintaining classification and measurement criteria of IAS 39 for all liabilities except those that the entity has used fair value. Entities that their liabilities are valued through fair value shall determine the amount of variation related to credit risk and if they not produce accounting mismatch register them in equity. 167 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IFRS 9 Financial Instruments: Recognition and Measurement In November 2009, the IASB issued IFRS 9, “Financial Instruments,” the first step in its project to replace IAS 39, “Financial Instruments: Recognition and Measurement”. IFRS 9 introduces new requirements for classifying and measuring financial assets that are in the scope of the application of IAS 39. This new regulation requires that all financial assets be classified in function of the entity’s business model for the management of financial assets and of the characteristics of the contractual cash flows of financial assets. A financial asset shall be measured at amortized cost if two criteria are fulfilled: (a) the objective of the business model is to maintain a financial asset to receive contractual cash flows, and (b) contractual cash flows represent principal and interest payments. Should a financial asset not comply with the aforementioned conditions, it will be measured at fair value. In addition, this standard allows a financial asset that fulfills the criteria to be valued at amortized cost to be designated at fair value with changes in income under the fair value option, as long as this significantly reduces or eliminates an accounting asymmetry. Likewise, IFRS 9 eliminates the requirement of separating embedded derivatives from the host financial assets. Therefore, it requires that a hybrid contract be classified entirely in amortized cost or fair value. IFRS 9 requires, mandatory and prospective way, that the entity makes reclassifications of financial assets when the entity modifies the business model. Under IFRS 9, all equity investments of are measured at fair value. However, the Management has the option of present the changes of fair value in the item “Other Comprehensive Income” in equity. This accounting treatment is available for the initial recognition of an instruments and it is irrevocable. The unrealized income (loss) recognized in “Other Comprehensive Income”, derived from the changes of fair value, and must be not included in income statements. In November 2013 IASB issued amendment to IFRS 9 to introduce a new model of hedge accounting, which aligns hedge accounting with risk management. This amendment removes date of adoption date (January 1, 2015). So, effective date is in process of decision by IASB. At date, this rule has not approved by the Superintendency of Banks, situation required for its application. IFRS 10 Consolidated Financial Statement, IFRS 12 Disclosure of Interests in Other Entities and IAS 27 Separate Financial Statements During October 2012, IASB issued amendments to definition of an investment entity and introduced an exception for consolidate certain subsidiaries pertaining to investment entity. This modification requires that an entity considered of investment measures its investments in subsidiaries to fair value with changes in profit or loss according IFRS 9 – Financial Statements, in its Consolidated and Separated Financial Statements instead to consolidate such subsidiaries. Amendments also introduce new disclosure requirements related to investment entities IFRS 12 and IAS 27. If an entity applies these amendments but not applies IFRS 9 yet, any reference in this document to IFRS 9 must be interpreted as a reference to IAS 39 Financial Instruments: Recognition and Measurement. The standard is effective for annual periods beginning on or after January 1, 2014 and early adoption is permitted. These modifications will not affect Consolidated Statement of Financial Position. 168 IAS 19 Employee benefits On November 2013, IASB modified requirements of IAS 19 respect to employee contributions or third parties contributions, which are related to defined benefit plans. Adoption date of this modification is beginning July 1, 2014, and anticipated adoption is permitted. The Bank has not employee contributions related to defined benefit plans, so this amendment has not impacts over consolidated financial statements of Banco de Chiles and its subsidiaries. Annual improvements IFRS 2010 – 2012 Cycle and 2011 – 2013 Cycle On December 12, 2013, IASB issued two cycles of annual improvements to IFRS: 2010 – 2012 and 2011 – 2013 Cycles, these contain 11 changes in 9 rules: - IFRS 1 – First time adoption; Meaning of “effective IFRS”. Not applicable. - IFRS 2 – Share based payments; Definition relating to vesting conditions. Not applicable. - IFRS 3 – Business combination; Accounting for contingent consideration in a business combination. Without impact. - IFRS 8 – Operating Segments; Aggregation of operating segments and Reconciliation of the total of the reportable segment assets to the entity’s total assets. The Bank and its subsidiaries are assessing the impact of adoption of these changes in its financial position. - IFRS 13 – Fair Value measurement; Scope of portfolio exception (paragraph 52). The Bank and its subsidiaries are assessing the impact of adoption of these changes in its financial position. - IAS 16 – Property, plant and equipment; Revaluation method proportionate restatement of accumulated depreciation. Not applicable. - IAS 24 – Related party disclosures; Key management personnel. Not applicable - IAS 38 – Intangible assets; Revaluation method proportionate restatement of accumulated depreciation. Not applicable - IAS 40 – Investment properties. Interrelationship between IFRS 3 and IAS 40. Without impact The effective date of these amendments are beginning on July 1, 2014, except by modifications of IFRS 13 and IFRS 1, which affect basics of conclusions of respective rules and, so are effective immediately. 3.2 Accounting rules issued by SBIF: On March 19, 2013 the Superintendency of Banks issued a Circular No. 3,548 that modified the following: a) The instructions relative to the presentation of Statements of Income for matching the names used in the Compendium of Accounting Standards issued by the Chilean Superintendency of Banks with last modifications of IAS 1. The expressions: “Statement of Income” and “Statement of Comprehensive Income” must be replaced by “Statement of Income for the Period” and “Statement of Other Comprehensive Income for the Period” respectively. (b) Accurate presentation of income (loss) that originate in the case of sale portfolio loans, stipulated that the net income (loss) for sale portfolio loans classified in the item “Net financial operating income”, corresponds to differences between the cash perceived (or fair value of the instruments that are received as consideration) and the value net of provisions of the transferred assets, registered at the sale date. 4. Changes in Accounting Policies and Disclosures: Since 2013, IAS 19 “Employee Benefits”, changed the accounting treatment of the measurements of liability, specifically defined benefit plans and termination benefits. The main effect on the financial statements is related to accounting for gains and losses, originated by changes in actuarial variables, which must to be recorded as a charge or credit to “Other Comprehensive Income” since current year. Until before this change, these effects affected profit or loss directly. Before this regulatory change, the net income (loss) of sale portfolio loans, corresponded to differences between the cash perceived (or fair value of the instruments that are received as consideration) and the gross value of transferred assets, proceeding after release of the established provisions for that loans, being this last effect recognized in the item “Provisions for loan losses” of the Income Statements of the Periods. 3.3 Rules issued by SVS (Superintendency of Securities and Insurance) On December 1, 2013, new rules are beginning in application. These are about return of premiums not accrued for the insurance contracts, according to established by law No. 20,667 of 9th. of May of 2013 and Circular No. 2,114 issued by the SVS on July 26, 2013. The legal change requires returns of premiums collected in advance but not accrued, due to the early termination or extinction of an insurance contract. The premium to return it will be calculated in proportion of the remaining time. Before, the premium accrued was returned only if the early termination or extinction of an insurance contract had produced inside forty five days following to the start of coverage or if that was produced inside of tenth of the period of effective coverage insurance, if that was greater. Delaying the adoption of international financial reporting standards On January 13, 2014, SVS issued Circular No. 2,137, which includes rules about form and content of financial statements of Insurance Brokerage. Such rules are beginning on January 1, 2015. For accounting purposes this rule gives accounting criteria related to income recognition of commissions. The first criterion establish the option of the commissions are deferred in lineal form in the term of policies, while the second criterion allows recognize in income a percentage of the commission at initial date of policy and the difference in deferred form. Also, this last criterion requires determination of a provision for this commissions returns, according to a defined model for such effects. This rule does not present significant changes in these financial statements, due to the opportunity of effective date of this new rule. 169 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the purpose of presenting comparative financial statements, the reclassifications made in the Balance and Income Statement for the year 2012, are detailed as follows: Balance as of December 31, 2012 MCh$ Reclassification MCh$ Proform Balance as of December 31, 2012 MCh$ Equity: Attributable to equity holders of the parent: Capital Reserves Other comprehensive income 1,629,078 — 1,629,078 177,574 (1,760) 175,814 18,935 — 18,935 16,379 — 16,379 465,850 1,760 467,610 Retained earnings: Retained earnings from previous periods Income for the year Less Provision for mínimum dividend Subtotal Non-controlling interest TOTAL EQUITY TOTAL LIABILITIES AND EQUITY (300,759) — (300,759) 2,007,057 — 2,007,057 2 — 2 2,007,059 — 2,007,059 23,261,066 — 23,261,066 Balance as of December 31, 2012 MCh$ Reclassification MCh$ Proform Balance as of December 31, 2012 MCh$ Statement of Income: OPERATING REVENUE, NET OF PROVISION FOR LOAN LOSSES 1,133,864 — 1,133,864 Personnel expenses (312,065) 2,200 (309,865) Administrative expenses (247,459) — (247,459) (30,957) — (30,957) Depreciations and amortizations Impairments Other operating expenses TOTAL OPERATING EXPENSES NET OPERATING INCOME — (899) — (22,454) (613,834) 2,200 (611,634) 520,030 2,200 522,230 (229) — (229) Income before income taxes 519,801 2,200 522,001 Income taxes (53,950) (440) (54,390) NET INCOME FOR THE PERIOD 465,851 1,760 467,611 Income attributable to associates 170 (899) (22,454) Balances as of December 31, 2012 MCh$ Reclasificación MCh$ Proform Balance as of December 31, 2012 MCh$ Consolidated Statement of Comprehensive Income: NET INCOME FOR THE YEAR 465,851 1,760 467,611 21,009 — 21,009 Loss in defined benefit plans — (2,200) (2,200) Subtotal Other comprehensive income that will not be reclassified subsequently to profit or loss — (2,200) (2,200) Income tax related to other comprehensive income will not be reclassified subsequently to profit or loss — 440 440 — (1,760) (1,760) 486,860 — 486,860 TOTAL OTHER COMPREHENSIVE INCOME ITEMS THAT WILL BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS OTHER COMPREHENSIVE INCOME THAT WILL NOT BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS TOTAL OTHER COMPREHENSIVE INCOME THAT WILL NOT BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS TOTAL CONSOLIDATED COMPREHENSIVE INCOME During the year ended December 31, 2013, have no other accounting changes that affect the presentation of these consolidated financial statements. 5. Relevant Events: (a) On January 04, 2013 Banco de Chile has concluded the execution process of the insurance agreements between Banco de Chile and its subsidiary Banchile Corredores de Seguros Limitada, with Banchile Seguros de Vida S.A., which were entered into through private instruments dated on December 28, 2012, which are: (b) On January 17, 2013 the Central Bank of Chile, in session No.1730-02-130117 held on that day, agreed and determined, in accordance with article 30 letter b) of Law No. 19,396, the selling price of the subscription options pertaining the 1,279,502,316 (Banco de Chile-T series) cash shares issued by Banco de Chile as agreed during the Extraordinary Shareholders Meeting held on October 17, 2012. Those shares are owned by Sociedad Administradora de la Obligación Subordinada SAOS S.A. and are pledged as collateral to the Chilean Central Bank. (1)Brokerage Agreement entered into by the affiliate Banchile Corredores de Seguros Limitada and the related company Banchile Seguros de Vida S.A. The above referred subscription options shall be preferentially offered to shareholders of series A, B and D of Sociedad Matriz del Banco de Chile S.A. during the so called “Special Preferential Rights Offering Period” which will begin running on January 19, 2013, and shall be elapsed on February 17, 2013. (2) Agreements entered into by Banco de Chile and Banchile Seguros de Vida S.A.: i) ii) iii) iv) Collection and Data Administration Agreement. Use Agreement for Distribution Channels. Banchile’s Trademark License Agreement. Credit Life Insurance Agreement. (3) Framework agreement for Insurance Banking, entered into by Banco de Chile, Banchile Corredores de Seguros Limitada and Banchile Seguros de Vida S.A. All of the agreements have duration of 3 years effective from January 1, 2013, excluding those insurances, as applicable, that are related to loan mortgages subject to public bid in accordance with article 40 of DFL No. 251 of 1931. It is worth noting that Banchile Seguros de Vida S.A. is a related party to Banco de Chile in accordance with Article 146 of the Chilean Corporations Law. In turn, Banchile Corredores de Seguros Limitada is a subsidiary of Banco de Chile, incorporated pursuant to Article 70 letter a) of the Chilean Banking Act. In accordance with the above referred resolution of the Council of the Central Bank of Chile, the price of each option shall be as follows: “The price of the subscription option, hereinafter the “Option Price”, shall correspond to the higher value between Ch$0.1 and the value resulting from the difference obtained after multiplying 0.9752 over the average stock trading price of Banco de Chile´s shares registered in local stock exchanges during the three business trading days preceding the date in which the corresponding option is acquired, hereinafter the “Weighted Average Share Price” (“Precio Promedio Ponderado de la Acción”), and Ch$62.0920. For these purposes, the “Weighted Average Share Price” was determined, for each day, in accordance to the weighted average price of Banco de Chile´s shares traded during the three business trading days preceding the date in which the corresponding option is acquired, having in mind that the value corresponding to the Weighted Average Price, in relation to the beginning of the Special Preferential Rights Offering Period shall be of Ch$71.4. This value considers the resulting prices from the Ordinary Preferential Rights Offering Period referred to in letter a) of article 30 of Law N°19,396, so that, initially, the Option Price shall correspond to Ch$7.5 per each Banco de Chile´s share, and subsequently, he Option Price shall 171 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS be determined pursuant to the Weighted Average Share Price, as explained before. In any event, and for the purposes of selling the subscription options, the Option Price shall corresponded to Ch$7.5 for each Banco de Chile´s share, as long as the Weighted Average Share Price, determined as described before, does not exceed Ch$76.9 nor be less than Ch$71.3. The Option Price that is determined in accordance with the aforementioned shall be paid up front pursuant to the conditions set forth by Banco de Chile for purposes of the Bank’s capital increase and its calculation procedure shall also be governed by the term established in the final paragraph of letter b) of article 30 of the Law No. 19,396, in accordance to the conditions established by the same legal provision”. In addition, the Central Bank of Chile resolved that Sociedad Administradora de la Obligación Subordinada SAOS S.A. shall preferentially offer the options to the mentioned shareholders at the price singularized before. The price was notified by Sociedad Administradora de la Obligación Subordinada SAOS S.A. to the Central Bank of Chile and also be informed to interested persons at the beginning of each day of the “Special Preferential Rights Offering Period”. (h) On April 11, 2013 in Extraordinary Meeting appointed to Mr. Jean-Paul Luksic Fontbona like Director, until the next Ordinary Shareholders Meeting, replacing to Mr. Guillermo Luksic Craig. (i) On May 13, 2013, and regarding the capitalization of 30% of the distributable net income obtained during the fiscal year ending the 31st of December, 2012, through the issuance of fully paid-in shares, agreed in the Extraordinary Shareholders Meeting held on the 21th of March, 2013, it was informed the following: a) In the said Extraordinary Shareholders Meeting, it was agreed to increase the Bank´s capital in the amount of Ch$86,201,422,505 through the issuance of 1,197,741,038 fully paid-in shares, of no par value, payable under the distributable net income for the year 2012 that was not distributed as dividends as agreed at the Ordinary Shareholders Meeting held on the same day. (c) On January 24, 2013 in the Ordinary Meeting No. BCH 2,769, the Board of Directors of Banco de Chile resolved to call an Ordinary Shareholders Meeting to be held on the 21th of March, 2013 with the objective of proposing, among other matters, the distribution of the Dividend number 201 of Ch$3.41625263165 per every of the 88,037,813,511 “Banco de Chile” shares, which will be payable at the expense of the distributable net income obtained during the fiscal year ending the 31st of December, 2012, corresponding to 70% of such income. The issuance of fully in paid shares was registered in the Securities Register of the Superintendence of Banks and Financial Institutions with No.2/2013, on May 10, 2013. b) The Board of Directors of Banco de Chile, at the meeting No. 2,775, dated May 9, 2013, set May 30, 2013, as the date for issuance and distribution of the fully paid in shares. In the Ordinary and Extraordinary Banco de Chile’s meetings held on March 21, 2013 it was agreed to comply the previous agreements. Likewise, the Board of Directors resolved to call an Extraordinary Shareholders Meeting to be held on the same date in order to propose, among other things, the capitalization of 30% of the distributable net income obtained during the fiscal year ending the 31st of December, 2012, through the issuance of fully paid-in shares, of no par value, with a value of Ch$71.97 per “Banco de Chile “share which will be distributed among the shareholders in the proportion of 0.02034331347 shares for each “Banco de Chile” share, and to adopt the agreements that are necessary in this regard, subject to the exercise of the options established in article 31 of Law 19,396. c) The shareholders that will be entitled to receive the new shares, at a ratio of 0.02034331347 fully in paid shares for each Banco de Chile share, shall be those registered in the Register of Shareholders on May 24, 2013. d) In accordance to the first transitory article of the Bank’s bylaws, Banco de Chile-T shares issued as a consequence of the capital increase agreed on the Extraordinary Shareholders Meeting held on October 17, 2012, do not allow their holders to receive dividends or fully paid-in shares in respect to Banco de Chile’s net distributable earnings for fiscal year 2012. Once any dividends and/ or fully paid-in shares are distributed, the Banco de Chile-T series shares will automatically convert to Banco de Chile ordinary shares. (d) On March 21, 2013 Banco de Chile informed that the Ordinary Shareholders Meeting of the Bank held today, agreed to definitely appoint Mr. Francisco Aristeguieta Silva as Director of the Bank, position that he will hold until the next renewal of the Board. e) The titles will be duly assigned to each shareholder. The Bank will only print the titles for those shareholders who request it in writing at the Shareholders Department of Banco de Chile. (e) On March 26, 2013 the Central Bank of Chile communicated to Banco de Chile that in the Extraordinary Session, No. 1742E, held today, the Board of the Central Bank of Chile resolved to request its corresponding surplus, from the fiscal year ended on December 31, 2012, including the proportional part of the profits agreed upon capitalization, be paid in cash currency. (f) On March 27, 2013 Mr. Guillermo Luksic Craig died an important member of our Board since 2001 and member of controlling group of our Bank. (g) According to Note 27 (a) during April concluded the process of subscription and payment of shares of increase capital authorized in the Extraordinary Shareholders Meeting held on October 17, 2012. 172 The Chilean Superintendency of Banks and Financial Institutions approved the amendment of the bylaws, through resolution No.126 dated April 30, 2013, which was registered on page 34,465, No. 23,083 of the register of the Chamber of Commerce of Santiago for the year 2013, and was published at “Diario Oficial” on May 8, 2013. f) As a consequence of the issuance of the fully in paid shares, the capital of the Bank will be divided in 93,175,043,991 nominative shares, without par value, completely subscribed and paid. (j) On July 1, 2013 it is informed that through Public Deed dated June 19, 2013 in Notary´s office Raul Perry Pefaur of Santiago, Banco de Chile has acquired the totally of shares of Banchile Asesoría Financiera S.A. in the entity Banchile Factoring S.A, subsidiary of Banco de Chile, taking over assets and liabilities of such subsidiary. According to Article 103 No. 2 of Law No. 18,046 of Corporate Law, it has elapsed an uninterrupted period of more 10 of days. Consequently as of 30th. of June, it has dissolved Banchile Factoring S.A., so 100% of shares belong to Banco de Chile, which since 30th. of June is its legal successor. (k) On August 9, 2013 it was informed that in Ordinary Board Meeting held on 8th. of August, the Board accepted resignation of Director Fernando Concha Ureta, with effective date on August 21, 2013. Since August 22, 2013 the Board designated to Juan Enrique Pino Visinteiner like Director until next Ordinary Shareholders Meeting. (l) On October 17, 2013 Banco de Chile informed that the Board of Directors of Latibex (“Consejo de Administración de Bolsas y Mercados Españoles Sistemas de Negociación, S.A.”), within its authority pursuant to the Regulations of the Mercado de Valores Latinoamericanos (“Latibex”), and based on Banco de Chile’s request, has resolved to exclude the negotiation of Banco de Chile issued shares from the “Mercado de Valores Latinoamericanos (“Latibex”)”, effective October 18, 2013. All the supporting documentation filled by Banco de Chile is publicly available at the website of Latibex (www.latibex.com) and on our website (www.bancochile.cl). (m)On December 10, 2013, it was informed that by way of notarized deed in the public notary of Santiago of Chile Mr. René Benavente Cash, Bank of Chile and its affiliate Banchile Corredores de Seguros Limitada entered into an agreement with Banchile Seguros de Vida S.A., namely the Collective Debtor’s Life Insurance Agreement (“Contrato de Seguro Colectivo de Desgravamen”) and the Collective Debtor’s Life, Total and Permanent Disability 2/3 Insurance Agreement (“Contrato de Seguro Colectivo de Desgravamen e Invalidez Total y Permanente 2/3”)(portfolio in pesos and housing subsidies D.S. No.1 de 2011) both for loan mortgages. The aforementioned agreements was entered pursuant article 40 of DFL No. 251 of 1931, General Regulation No. 330 of the Superintendency of Securities and Insurance and Circular No. 3,530 of the Superintendency of Banks and Financial Institutions, both dated March 21, 2012, upon which the public bid for the collective policy for life insurance and Total and Permanent Disability 2/3 Insurance Agreement (portfolio in pesos and housing subsidies D.S. N°1 de 2011) was adjudicated to Banchile Seguros de Vida S.A. who offered in both cases the lowest rates of 0.0103% monthly and of 0.0109% monthly, respectively, including a 14.00% commission fee for the insurance broker Banchile Corredores de Seguros Limitada. (n) On December 27, 2013, it was informed that on this past December 26th, Bank of Chile and Banchile Seguros de Vida S.A. have entered into an amendment to the “Convenio Uso de Canales de Distribución” (Agreement of use of distribution channels), dated December 28th, 2012, adjusting the percentage of the commission associated to certain insurances and the base calculation formula of the commission agreed in the mentioned Agreement. This amendment is effective from December 1st, 2013, to December 31st, 2015. It is noted that Banchile Seguros de Vida S.A. is a company related to Bank of Chile, according to the provisions of article 146 of the “Ley de Sociedades Anonimas” (Chilean Corporations Law). 6. Segment Reporting: For management purposes, the Bank has organized its operations and commercial strategies into four business segments, which are defined in accordance with the type of products and services offered to target customers. These business segments are currently defined as follows: Retail: This segment focuses on individuals and small and medium-sized companies with annual sales up to 70,000 UF, where the product offering focuses primarily on consumer loans, commercial loans, checking accounts, credit cards, credit lines and mortgage loans. Wholesale: This segment focused on corporate clients and large companies, whose annual revenue exceed 70,000 UF, where the product offering focuses primarily on commercial loans, checking accounts and liquidity management services, debt instruments, foreign trade, derivative contracts and leases. Treasury and money market operations: This segment includes revenue associated with managing the Bank’s balance sheet (currencies, maturities and interest rates) and liquidity, including financial instrument and currency trading on behalf of the Bank itself. Transactions on behalf of customers carried out by the Treasury are reflected in the respective aforementioned segments. These products are highly transaction-focused and include foreign exchange transactions, derivatives and financial instruments in general. Subsidiaries: Corresponds to companies and corporations controlled by the Bank, where income is obtained individually by the respective subsidiary. The companies that comprise this segment are: Entity: - Banchile Trade Services Limited - Banchile Administradora General de Fondos S.A. - Banchile Asesoría Financiera S.A. - Banchile Corredores de Seguros Ltda. - Banchile Corredores de Bolsa S.A. - Banchile Securitizadora S.A. - Socofin S.A. - Promarket S.A. The financial information used to measure the performance of the Bank’s business segments is not necessarily comparable with similar information from other financial institutions because it is based on internal reporting policies. The accounting policies used to prepare the Bank’s operating segment information are similar as those described in Note 2 “Summary of Significant Accounting Principles”. The Bank obtains the majority of its income from: interest, revaluations and fees, discounted the credit cost and expenses. Management is mainly based on these concepts in its evaluation of segment performance and decision-making regarding goals, allocation of resources for each unit individually. Although the results of the segments reconcile with those of the Bank at total level, it is not thus necessarily concerning the different concepts, since the management is measured and controls in individual form and additionally applies the following criteria: • The net interest margin of loans and deposits is measured on an individual transaction and individual client basis, stemming from the difference between the effective customer rate and the related Bank’s fund transfer price in terms of maturity, re-pricing and currency. 173 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • The internal performance profitability system considers capital allocation in each segment in accordance to the Basel guidelines. • Operating expenses are distributed at each area level. The Bank allocates all of its indirect operating costs to each business segment by utilizing a different cost driver in order to allocate such costs to the specific segment The Bank did not enter into transactions with a particular customer or third party that exceed 10% of its total income in 2013 and 2012. Transfer pricing between operating segments are on an arm’s length basis in a manner similar to transactions with third parties. Taxes are managed at a corporate level and are not allocated to business segments. On July 1, 2013, Banco de Chile absorbed its subsidiary Banchile Factoring SA. This subsidiary was previously presented under the “Subsidiaries” operating segment. As a result of being absorbed by the Bank, now its operations are presented under “Retail” and “Wholesale” segments. Operating segment information for prior periods has been reclassified for comparative purposes. The following table presents the income for 2013 and 2012 for each of the segments defined above: December 31, 2013 Retail MCH$ Net interest income 737,476 Net fees and commissions income 150,195 35,551 Total operating revenue 923,222 Provisions for loan losses (203,586) Other operating income Wholesale MCH$ 303,128 Treasury(1) MCH$ Subsidiaries MCH$ 23,269 (12,143) 42,615 (1,355) 57,320 (5,607) 403,063 (38,031) Subtotal MCH$ Adjustments MCH$ Total MCH$ 1,051,730 7,439 1,059,169 106,280 297,735 (10,641) 287,094 32,439 119,703 (9,941) 109,762 16,307 126,576 1,469,168 (13,143) 1,456,025 47 (43) (241,613) — (241,613) Depreciation and amortization (20,068) (5,912) (1,182) (1,747) (28,909) — (28,909) Other operating expenses (2) (397,456) (112,528) (5,171) (92,023) (607,178) 13,143 (594,035) Income attributable to associates Income before income taxes 1,123 814 95 39 2,071 — 2,071 303,235 247,406 10,096 32,802 593,539 — 593,539 (79,936) Income taxes 513,603 Income after income taxes Assets 10,943,080 10,941,858 3,456,477 634,466 25,975,881 (191,117) 149,106 Current and deferred taxes 25,933,870 Total assets Liabilities Current and deferred taxes Total liabilities 174 25,784,764 8,299,048 9,633,395 5,378,699 482,627 23,793,769 (191,117) 23,602,652 46,902 23,649,554 December 31, 2012 Retail MCH$ Wholesale MCH$ Treasury(1) MCH$ Subsidiaries MCH$ Subtotal MCH$ Adjustments MCH$ Total MCH$ Net interest income 671,971 263,108 18,356 (12,296) 941,139 11,699 952,838 Net fees and commissions income 153,358 42,229 (367) 103,472 298,692 (11,420) 287,272 Other operating income 16,759 33,069 14,746 31,522 96,096 (14,152) 81,944 Total operating revenue 842,088 338,406 32,735 122,698 1,335,927 (13,873) 1,322,054 Provisions for loan losses (180,559) (7,622) (22) 13 (188,190) — (188,190) Depreciation and amortization (20,903) (7,300) (1,204) (1,550) (30,957) — (30,957) Other operating expenses (2) (390,055) (109,105) (8,672) (86,718) (594,550) 13,873 (580,677) (288) (228) (18) 305 (229) — (229) 250,283 214,151 22,819 34,748 522,001 — 522,001 Income attributable to associates Income before income taxes Income taxes (54,390) Income after income taxes 467,611 9,852,430 Assets 9,614,329 3,746,908 635,225 23,848,892 (717,653) 23,261,066 Total assets Liabilities 23,131,239 129,827 Current and deferred taxes 7,706,834 9,225,881 4,495,605 489,830 21,918,150 (717,653) 21,200,497 53,510 Current and deferred taxes 21,254,007 Total liabilities (1) The Treasury’s income of December 2013 considers effect of Counterparty Value Adjustment described in Note No. 2 (d), equivalent to Ch$16,413 million, of which MCh$14,289 million corresponds to this segment. (2) During period 2013 it has modified assignation methodology of direct expenses for business segments, of demand accounts, related to product “remunerations agreement and settlement”. According to described, it has updated figures of period 2012. 7. Cash and Cash Equivalents: (a) Cash and cash equivalents and their reconciliation to the statement of cash flows at each year-end are detailed as follows: 2013 MCh$ 2012 MCh$ Cash and due from banks: Cash (*) 485,537 400,249 Current account with the Chilean Central Bank (*) 71,787 67,833 Deposits in other domestic banks 15,588 15,295 300,396 201,548 Subtotal - Cash and due from banks 873,308 684,925 Net transactions in the course of collection 248,128 237,393 Highly liquid financial instruments 358,093 304,886 59,089 9,120 1,538,618 1,236,324 Deposits abroad Repurchase agreements Total cash and cash equivalents (*) Amounts in cash and Central Bank deposits are regulatory reserve deposits for which the Bank must maintain a certain monthly average. 175 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (b) Transactions in the course of collection: Transactions in the course of settlement are transactions for which the only remaining step is settlement, which will increase or decrease the funds in the Central Bank or in foreign banks, normally occurring within 24 to 48 business hours, and are detailed as follows: 2013 MCh$ 2012 MCh$ Assets Documents drawn on other banks (clearing) 232,698 249,019 Funds receivable 141,773 147,592 374,471 396,611 (126,343) (159,218) (126,343) (159,218) 248,128 237,393 Subtotal - assets Liabilities Funds payable Subtotal - liabilities Net transactions in the course of collection 8. Financial Assets Held-for-trading: The detail of financial instruments classified as held-for-trading is as follows: 2013 MCH$ 2012 MCh$ 34,407 25,585 2,995 3,068 27,535 43,726 — — Instruments issued by the Chilean Government and Central Bank of Chile: Central Bank bonds Central Bank promissory notes Other instruments issued by the Chilean Government and Central Bank Other instruments issued in Chile Deposit promissory notes from domestic banks 14 22 Bonds from domestic banks 1,926 — Deposits in domestic banks Mortgage bonds from domestic banks 255,582 87,093 Bonds from other Chilean companies 3,427 — Other instruments issued in Chile 1,035 188 Instruments from foreign governments or central banks — — Other instruments issued abroad — — 66,213 33,042 Instruments issued by foreign institutions Mutual fund investments: Funds managed by related companies Funds managed by third parties Total 176 — — 192,724 Instruments issued by the Chilean Government and Central Bank include instruments sold under agreements to repurchase to customers and financial institutions, for the period 2013 there was not balance for this concept (not balance in 2012). “Other instruments issued in Chile” include instruments sold under agreements to repurchase to customers and financial instruments, amounting to MCh$227,453 as of December 31, 2013 (MCh$86,863 in 2012). Agreements to repurchase have an average expiration of 14 days as of year-end (11 days in 2012). Additionally, the Bank holds financial investments in mortgage finance bonds issued by itself in the amount of MCh$41,313 as of December 31, 2013 (MCh$51,154 in 2012), which are presented as a reduction of the liability line item “Debt issued”. 9. Repurchase Agreements and Security Lending and Borrowing: (a) The Bank provides financing to its customers through “Receivables from Repurchase Agreements and Security Borrowing”, in which the financial instrument serves as collateral. As of December 31, 2013 and 2012, the Bank has the following receivables resulting from such transactions: Up to 1 month 2013 Mch$ 2012 Mch$ Over 1 month and up to 3 month 2013 Mch$ 2012 Mch$ Over 3 months and up to 12 months 2013 Mch$ 2012 Mch$ Over 1 year and up to 3 years 2013 Mch$ 2012 Mch$ Over 3 years and up to 5 years 2013 Mch$ 2012 Mch$ Over 5 years 2013 Mch$ 2012 Mch$ Total 2013 Mch$ 2012 Mch$ Instruments issued by the Chilean Governments and Central Bank of Chile Central Bank bonds — — — — — — — — — — — — — — Central Bank promissory notes — — — — — — — — — — — — — — — 582 — — — — — — — — — — — 582 — — — — — — — — — — — — — — Other instruments issued by the Chilean Government and Central Bank Other Instruments issued in Chile Deposit promissory notes from domestic banks — — — — — — — — — — — — — — Bonds from domestic banks 8,443 — — — — — — — — — — — 8,443 — Deposits in domestic banks 46,084 — — — — — — — — — — — 46,084 — Mortgage bonds from domestic banks Bonds from other Chilean companies Other instruments issued in Chile — — — — — — — — — — — — — — 3,902 7,756 12,250 855 11,743 25,907 — — — — — — 27,895 34,518 — — — — — — — — — — — — — — Instruments issued by foreign Institutions Instruments from foreign governments or central bank Other instruments Total — — — — — — — — — — — — — — 58,429 8,338 12,250 855 11,743 25,907 — — — — — — 82,422 35,100 177 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (b) The Bank obtains financing by selling financial instruments and committing to purchase them at future dates, plus interest at a prefixed rate, As of December 31, 2013 and 2012, the Bank has the following payables resulting from such transactions: Up to 1 month 2013 Mch$ 2012 Mch$ Over 1 month and up to 3 month 2013 Mch$ 2012 Mch$ Over 3 months and up to 12 months 2013 Mch$ 2012 Mch$ Over 1 year and up to 3 years 2013 Mch$ 2012 Mch$ Over 3 years and up to 5 years 2013 Mch$ 2012 Mch$ Over 5 years 2013 Mch$ Total 2012 Mch$ 2013 Mch$ 2012 Mch$ Instruments issued by the Chilean Governments and Central Bank of Chile Central Bank bonds Central Bank promissory notes 16,831 — — — — — — — — — — — 16,831 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 232,512 219,526 7,217 1,603 — — — — — — — — 239,729 221,129 Other instruments issued by the Chilean Government and Central Bank Other instruments issued in Chile Deposit from domestic banks Mortgage bonds from domestic banks — — — — — — — — — — — — — — Bonds from domestic banks — — — — — — — — — — — — — — Bonds from other Chilean companies Other instruments issued in Chile — — — — — — — — — — — — — — 206 5,267 — — — — — — — — — — 206 5,267 Instruments issued by foreign institutions Instruments from foreign governments or central bank — — — — — — — — — — — — — — Other instruments — — — — — — — — — — — — — — 249,549 224,793 7,217 1,603 — — — — — — — — 256,766 226,396 Total (c) Securities received: As part of reverse repurchase and securities borrowing agreements the Bank has received securities that it is allowed to sell or repledge in the absence of default by the owner. At December 31, 2013 the Bank held securities with a fair value of Ch$81,830 million (Ch$34,865 million in 2012) on such terms. The Bank has an obligation to return the securities to its counterparties. (d) Securities given: The carrying amount of securities lent and of “Payables from Repurchase Agreements and Security Lending” at December 31, 2013 is Ch$255,302 million (Ch$266,395 million in 2012). The counterparty is allowed to sell or repledge those securities in the absence of default by the Bank. 178 10. Derivative Instruments and Accounting Hedges: (a) As of December 31, 2013 and 2012, the Bank’s portfolio of derivative instruments is detailed as follows: Notional amount of contract with final expiration date in Up to 1 month 2013 Mch$ 2012 Mch$ Over 1 month and up to 3 months 2013 Mch$ 2012 Mch$ Over 3 months and up to 12 months 2013 Mch$ 2012 Mch$ Over 1 year and up to 3 years 2013 Mch$ fair value Over 3 year and up to 5 years 2012 Mch$ 2013 Mch$ 2012 Mch$ Over 5 years 2013 Mch$ 2012 Mch$ Asset 2013 Mch$ Liability 2012 Mch$ 2013 Mch$ 2012 Mch$ Derivatives held for hedging purposese Cross currency swap — — — — 32,032 — 17,094 31,388 13,416 41,558 66,392 74,626 — — 14,012 10,332 Interest rate swap 8,569 — — — 4,731 — 25,394 27,570 8,412 17,790 117,420 116,387 714 — 11,312 21,311 Total derivatives held for hedging purposes 8,569 — — — 36,763 — 42,488 58,958 21,828 59,348 183,812 191,013 714 — 25,324 31,643 — 151,913 — — 59,730 — 313,263 55,382 209,465 14,083 300,386 78,861 37,971 22 6,681 2,055 — 151,913 — — 59,730 — 313,263 55,382 209,465 14,083 300,386 78,861 37,971 22 6,681 2,055 2,815,835 4,231,746 2,194,765 2,519,046 3,812,356 3,260,326 323,882 191,364 52,513 2,458 39 Derivatives held as cash flow hedges Interest rate swap and cross currency swap Total Derivatives held as cash flow hedges Derivatives held for trading purposes Currency forward Cross currency swap 124,909 Interest rate swap 567,058 69,220 470,928 353,133 1,318,722 65 41,673 70,166 65,396 81,790 719,073 1,465,280 1,026,518 193,455 177,403 243,979 166,182 905,870 4,275,295 3,298,276 4,767,240 3,540,462 2,919,321 1,505,936 2,549,584 1,650,103 199,338 1,400,553 1,034,040 1,195,627 1,721,408 1,024,721 97,974 81,093 99,488 97,870 Call currency options 12,491 30,306 39,109 20,938 138,809 46,686 6,572 4,795 — — — — 2,301 472 3,559 395 Put currency options 7,034 26,009 31,078 15,288 75,379 25,980 — — — — — — 600 341 705 387 Total derivatives of negotiation 3,527,327 4,710,414 4,054,602 3,660,480 9,702,392 7,665,308 6,293,321 5,458,029 3,996,555 2,227,467 4,014,903 2,676,686 336,003 329,475 413,127 346,624 Total 3,535,896 4,862,327 4,054,602 3,660,480 9,798,885 7,665,308 6,649,072 5,572,369 4,227,848 2,300,898 4,499,101 2,946,560 374,688 329,497 445,132 380,322 (b) Fair value Hedges: The Bank uses cross-currency swaps and interest rate swaps to hedge its exposure to changes in the fair value of the hedged elements attributable to interest rates. The aforementioned hedge instruments change the effective cost of long-term issuances from a fixed interest rate to a floating interest rate, decreasing the duration and modifying the sensitivity to the shortest segments of the curve. Below is a detail of the hedged elements and hedge instruments under fair value hedges as of December 31, 2013 and 2012: 2013 Mch$ 2012 Mch$ Hedged element Commercial loans 128,934 147,572 Corporate bonds 164,526 161,747 Cross currency swap 128,934 147,572 Interest rate swap 164,526 161,747 Hedge instrument 179 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (c) Cash flow Hedges: (c.1) The Bank uses cross currency swaps to hedge the risk from variability of cash flows attributable to changes in the interest rates of bonds and foreign exchange of bonds issued abroad in Mexican pesos, Hong Kong dollars, Peruvian nuevo sol, Swiss franc, Japanese yen to fix rate and foreign banks obligations. The cash flows of the cross currency swaps equal the cash flows of the hedged items, which modify uncertain cash flows to known cash flows derived from a fixed interest rate. Additionally, these cross currency swap contracts used to hedge the risk from variability of the Unidad de Fomento (CLF) in assets flows denominated in CLF until a nominal amount equal to the portion notional of the hedging instrument CLF, whose readjustment daily impact the item “interest revenue” of the financial statements. (c.2) Below are the cash flows of bonds issued abroad objects of this hedge and cash flows of the active part of the derivative: 2013 Up to1 month Over 1 month and up to 3 months Over 3 months and up to 12 months Mch$ Mch$ Mch$ Over 1 year and up to 3 years Over 3 years and up to 5 years Over 5 years Total Mch$ Mch$ Mch$ Mch$ Hedge item Outflows: Corporate Bond MXN (206) (619) (62,275) — — — (63,100) Corporate Bond HKD — — (7,011) (14,022) (14,009) (240,224) (275,266) Corporate Bond PEN — — (578) (1,154) (14,690) — (16,422) Corporate Bond CHF (216) — (4,720) (143,070) (229,701) (105,325) (483,032) Obligation USD (273) (82) (1,064) (135,478) — — (136,897) — (76) (560) (56,964) (598) (29,173) (87,371) Cross Currency Swap MXN 206 619 62,275 — — — 63,100 Corporate Bond JPY Hedge instruments Ingresos de flujo: Cross Currency Swap HKD — — 7,011 14,022 14,009 240,224 275,266 Cross Currency Swap PEN — — 578 1,154 14,690 — 16,422 Cross Currency Swap CHF 216 — 4,720 143,070 229,701 105,325 483,032 Cross Currency Swap USD 273 82 1,064 135,478 — — 136,897 Cross Currency Swap JPY — 76 560 56,964 598 29,173 87,371 — — — — — — — Net cash flow 180 2012 Up to1 month Over 1 month and up to 3 months Over 3 months and up to 12 months Over 1 year and up to 3 years Over 3 years and up to 5 years Over 5 years Total Mch$ Mch$ Mch$ Mch$ Mch$ Mch$ Mch$ Hedge item Outflows: Corporate Bond MXN (235) (470) (2,348) (58,199) — — (61,252) Corporate Bond HKD — — (3,149) (6,309) (6,332) (110,408) (126,198) Corporate Bond PEN — — (1,138) (2,276) (16,358) — (19,772) Hedge instruments Inflows: Cross Currency Swap MXN 235 470 2,348 58,199 — — 61,252 Cross Currency Swap HKD — — 3,149 6,309 6,332 110,408 126,198 Cross Currency Swap PEN — — 1,138 2,276 16,358 — 19,772 — — — — — — — Net cash flow (c.2) Bellow are cash flow of underlying assets portfolio and cash flow of pasive part of derivative: 2013 Up to1 month Over 1 month and up to 3 months Over 3 months and up to 12 months Mch$ Mch$ Mch$ Over 1 year and up to 3 years Over 3 years and up to 5 years Over 5 years Total Mch$ Mch$ Mch$ Mch$ 359,407 237,627 351,724 Hedge ítem Inflows: 2,751 233 82,888 Cross Currency Swap MXN — — (61,400) — — — (61,400) Cross Currency Swap HKD — — (5,791) (11,617) (11,562) (217,999) (246,969) Cross Currency Swap PEN — — (450) (898) (14,673) — (16,021) Cross Currency Swap JPY — (233) (2,099) (63,679) (1,846) (30,920) (98,777) Cross Currency Swap USD — — (3,314) (133,094) — — (136,408) Cross Currency Swap CHF (2,751) — (9,834) (150,119) (209,546) (102,805) (475,055) — — — — — — — Cash flow in CLF 1,034,630 Hedge instruments Outflows: Net cash flow 181 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2012 Up to1 month Over 1 month and up to 3 months Over 3 months and up to 12 months Over 1 year and up to 3 years Over 3 years and up to 5 years Over 5 years Total Mch$ Mch$ Mch$ Mch$ Mch$ Mch$ Mch$ 106,869 198,219 Hedge ítem Inflows: — — 4,496 66,537 Cross Currency Swap MXN — — (1,644) (60,173) — — (61,817) Cross Currency Swap HKD — — (2,411) (5,482) (5,498) (106,869) (120,260) — — (441) (882) (14,819) — (16,142) — — — — — — — Cash flow in CLF 20,317 Hedge instruments Outflows: Cross Currency Swap PEN Net cash flow Respect to assets hedged, these are revalued monthly according to the variation of the UF, which is equivalent to realize monthly reinvestment of the assets until maturity of the relationship hedging. (c.3) The accumulated amount of unrealized gain was an charge to equity for an amount of Ch$18,069 million (credit to equity for Ch$1,777 million in 2012) generated from hedging instruments, which has been recorded in equity. The net effect of deferred tax was a charge to equity for Ch$14,455 millions in 2013 (credit to equity for Ch$1,429 millions in 2012). The accumulated balance for this concept net of deferred tax as of December 31, 2013 corresponds to a credit of equity amounted Ch$13,421 million (credit to equity amounted Ch$1,034 million in 2012). (c.4)The net effect in income of derivatives cash flow hedges amount to Ch$51,795 million in 2013 (charge to income for Ch$2,318 millions en 2012). (c.5) As of December 31, 2013 and 2012, it not exist inefficiency in cash flow hedge, because both, hedge item and hedge instruments are mirror one of other, it means that all variation of value attributable to rate and revaluation components are netted almost totally. (c.6) As of December 31, 2013 and 2012, the Bank has not hedges of net investments in foreign business. 182 11. Loans and advances to Banks: (a) As of December 31, 2013 and 2012, amounts are detailed as follows: 2013 Mch$ 2012 Mch$ Domestic Banks 100,012 14,309 Other credits with domestic banks — — Provisions for loans to domestic banks (36) (5) 99,976 14,304 Interbank loans Subtotal Foreign Banks 252,697 146,980 Chilean exports trade loans 97,194 67,787 Credits with third countries 12,864 14,509 Loans to foreign banks Provisions for loans to foreign banks Subtotal (1,256) (954) 361,499 228,322 600,000 1,100,000 Central Bank of Chile Non-available Central Bank deposits 581 696 600,581 1,100,696 1,062,056 1,343,322 Other Central Bank credits Subtotal Total (b) Provisions for loans to banks are detailed below: bank’s location detail chile MM$ abroad MM$ Total MM$ 5 1,001 1,006 Charge-offs — — — Provisions established — — — Provisions released — (47) (47) 5 954 959 Balance as of January 1, 2012 Balance as of December 31, 2012 Charge-offs — — — Provisions established 31 302 333 Provisions released — — — Balance as of December 31, 2013 36 1,256 1,292 183 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12. Loans to Customers, net: (a.i) Loans to Customers: As of December 31, 2013 and 2012, the composition of the portfolio of loans is the following: As of December 31, 2013 Assets before allowance Normal Portfolio MCh$ Substandard Portfolio MCh$ Non-Complying Portfolio MCh$ Allowances established Individual Provisions MCh$ Total MM$ Group Provisions MCh$ Total Mch$ Net assets MCh$ Commercial loans Commercial loans 9,501,576 117,957 269,260 9,888,793 (95,962) (86,529) (182,491) 9,706,302 Foreign trade loans 1,027,507 73,090 54,084 1,154,681 (68,272) (642) (68,914) 1,085,767 253,198 3,160 2,931 259,289 (3,031) (3,332) (6,363) 252,926 Current account debtors Factoring transactions Commercial lease transactions (1) Other loans and accounts receivable Subtotal 520,776 2,538 745 524,059 (9,570) (822) (10,392) 513,667 1,156,350 27,394 26,003 1,209,747 (5,265) (10,224) (15,489) 1,194,258 (4,049) 35,890 34,621 307 5,011 39,939 (762) (3,287) 12,494,028 224,446 358,034 13,076,508 (182,862) (104,836) 81,704 — 5,650 87,354 — (220) (287,698) 12,788,810 Mortgage loans Mortgage bonds Transferable mortgage loans Other residential real estate mortgage loans Credits from ANAP Residential lease transactions Other loans and accounts receivable Subtotal (220) 87,134 120,584 — 2,321 122,905 — (285) (285) 122,620 4,455,510 — 61,312 4,516,822 — (17,997) (17,997) 4,498,825 24 — — 24 — — — 24 — — — — — — — — 5,155 — 47 5,202 — — — 5,202 4,662,977 — 69,330 4,732,307 — (18,502) (18,502) 4,713,805 Consumer loans 1,865,945 — 169,216 2,035,161 — (134,460) (134,460) 1,900,701 Current account debtors 231,493 — 9,459 240,952 — (7,844) (7,844) 233,108 Credit card debtors 758,742 — 25,040 783,782 — (31,666) (31,666) 752,116 — — — — — — — — 185 — 616 801 — (308) (308) 493 2,886,418 Consumer loans in installments Consumer lease transactions Other loans and accounts receivable Subtotal Total 184 2,856,365 — 204,331 3,060,696 — (174,278) (174,278) 20,013,370 224,446 631,695 20,869,511 (182,862) (297,616) (480,478) 20,389,033 31 de diciembre de 2012 Assets before allowance Normal Portfolio MCh$ Substandard Portfolio MCh$ Non-Complying Portfolio MCh$ Allowances established Individual Provisions MCh$ Total MM$ Group Provisions MCh$ Total Mch$ Net assets MCh$ Commercial loans Commercial loans 8,185,062 112,507 243,605 8,541,174 (93,583) (67,746) (161,329) 8,379,845 Foreign trade loans 1,134,137 58,728 48,090 1,240,955 (55,216) (491) (55,707) 1,185,248 Current account debtors 181,709 5,266 2,424 189,399 (2,418) (2,504) (4,922) 184,477 Factoring transactions 596,916 1,291 7,930 606,137 (9,535) (556) (10,091) 596,046 1,061,740 26,317 25,215 1,113,272 (3,528) (9,136) (12,664) 1,100,608 36,641 260 3,746 40,647 (621) (1,974) (2,595) 38,052 11,196,205 204,369 331,010 11,731,584 (164,901) (82,407) Mortgage bonds 103,169 — 6,046 109,215 — (724) (724) 108,491 Transferable mortgage loans 148,216 — 2,990 151,206 — (527) (527) 150,679 3,897,399 — 40,367 3,937,766 — (14,829) (14,829) 3,922,937 Commercial lease transactions (1) Other loans and accounts receivable Subtotal (247,308) 11,484,276 Mortgage loans Other residential real estate mortgage loans Credits from ANAP 27 — — 27 — — — 27 Residential lease transactions — — — — — — — — 453 — — 453 — — — 453 4,149,264 — 49,403 4,198,667 — (16,080) (16,080) 4,182,587 1,761,070 — 145,203 1,906,273 — (124,886) (124,886) 1,781,387 Current account debtors 235,122 — 9,944 245,066 — (6,950) (6,950) 238,116 Credit card debtors 654,976 — 25,010 679,986 — (31,996) (31,996) 647,990 — — — — — — — — Other loans and accounts receivable Subtotal Consumer loans Consumer loans in installments Consumer lease transactions Other loans and accounts receivable Subtotal Total 183 — 6 189 — (215) (215) (26) 2,651,351 — 180,163 2,831,514 — (164,047) (164,047) 2,667,467 17,996,820 204,369 560,576 18,761,765 (164,901) (262,534) (427,435) 18,334,330 (1) In this item, the Bank finances its customers purchases of assets, including real estate and other personal property, through finance lease agreements. As of December 31, 2013, MCh$503,972 (MCh$451,647 in 2012) correspond to finance leases for real estate and MCh$705,775 (MCh$661,625 in 2012), correspond to finance leases for other assets. 185 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (a.ii) Impaired Portfolio As of December 31, 2013 and 2012, the Bank presents the following details of normal and impaired portfolio: Assets before Allowances Normal Portfolio Allowances established Impaired Portfolio 2013 Mch$ 2012 Mch$ 2013 Mch$ 2012 Mch$ 12,629,450 11,349,867 447,058 4,662,977 4,149,264 Individual Provisions total 2013 Mch$ Group Provisions 2012 Mch$ 2013 Mch$ 2012 Mch$ Net assets total 2013 Mch$ 2012 Mch$ 2013 Mch$ 2012 Mch$ 2013 Mch$ 381,717 13,076,508 11,731,584 (182,862) (164,901) (104,836) (82,407) (287,698) 69,330 49,403 4,732,307 4,198,667 — — (18,502) (16,080) (18,502) (16,080) 4,713,805 2012 Mch$ Commercial loans (247,308) 12,788,810 11,484,276 Mortgage loans 4,182,587 Consumer loans 2,856,365 2,651,351 204,331 180,163 3,060,696 2,831,514 — — (174,278) (164,047) (174,278) (164,047) 2,886,418 2,667,467 Total 20,148,792 18,150,482 720,719 611,283 20,869,511 18,761,765 (182,862) (164,901) (297,616) (262,534) (480,478) (427,435) 20,389,033 18,334,330 (b) Allowances for loan losses: Movements in allowances for loan losses during the 2013 and 2012 periods are as follows: allowances Balance as of January 1, 2012 Other Disclosures: Individual Mch$ Group Mch$ Total Mch$ 160,377 224,113 384,490 (9,144) (34,020) (43,164) — (4,253) (4,253) Charge-offs: Commercial loans Mortgage loans — (135,316) (135,316) Total charge-offs (9,144) (173,589) (182,733) Allowances established 13,668 212,010 225,678 Consumer loans — — — Balance as of December 31, 2012 164,901 262,534 427,435 Balance as of January 1, 2013 164,901 262,534 427,435 (8,648) (27,381) (36,029) — (3,242) (3,242) Allowances released (*) Charge-offs: Commercial loans Mortgage loans — (157,264) (157,264) (8,648) (187,887) (196,535) Debt exchange (see letter g) (12,556) — (12,556) Allowances established 39,165 222,969 262,134 Allowances released (*) — — — 182,862 297,616 480,478 Consumer loans Total charge-offs Balance as of December 31, 2013 (*) See note No. 12 (e) - Sale or transfer of credits from the loans to customers. 186 In addition to these allowances for loan losses, the Bank also establishes country risk provisions to hedge foreign transactions as well as additional provisions agreed upon by the Board of Directors, which are presented within liabilities in “Provisions” (Note No. 24). 1. As of December 31, 2013 and 2012, the Bank and its subsidiaries accomplished buy and sell of loan portfolios. The effect in income is no more than 5% of net income before taxes, as detailed in Note No. 12 (e). 2. As of December 31, 2013 and December 31, 2012, the Bank and its subsidiaries have derecognized 100% of its sold loan portfolio and it has been transferred all or substantially all risks and benefits related to these financial assets. (c) Finance lease contracts: The Bank’s scheduled cash flows to be received from finance leasing contracts have the following maturities: Total receivable 2013 Mch$ Unearned income 2012 Mch$ 2013 Mch$ Net lease receivable (*) 2012 Mch$ 2013 Mch$ 2012 Mch$ Due within one year 435,789 394,284 (53,920) (50,643) 381,869 343,641 Due after 1 year but within 2 years 314,546 293,525 (39,405) (36,615) 275,141 256,910 Due after 2 years but within 3 years 197,979 189,111 (25,097) (23,440) 172,882 165,671 Due after 3 years but within 4 years 121,241 112,381 (16,987) (15,766) 104,254 96,615 Due after 4 years but within 5 years 78,992 75,451 (12,663) (11,339) 66,329 64,112 232,607 206,025 (29,879) (25,733) 202,728 180,292 1,381,154 1,270,777 (177,951) (163,536) 1,203,203 1,107,241 Due after 5 years Total (*) The net balance receivable does not include past-due portfolio totaling MCh$6,544 as of December 31, 2013 (MCh$6,031 in 2012). The bank has entered into commercial leases of real estate, industrial machinery, vehicles and computer equipment. These leases have an average useful life of between 3 and 8 years. (d) Loans by industry sector: The following table details the Bank’s loan portfolio (before allowances for loans losses) as of December 31, 2013 and 2012 by the customer’s industry sector: Location chile 2013 Mch$ abroad 2012 Mch$ 2013 Mch$ total 2012 Mch$ 2013 Mch$ % 2012 Mch$ % Commercial loans: Commerce 2,513,287 2,286,500 39,677 28,173 2,552,964 12.23 2,314,673 12.34 Transportation 1,602,348 1,470,358 — — 1,602,348 7.68 1,470,358 7.84 Manufacturing 1,365,562 1,380,994 — — 1,365,562 6.54 1,380,994 7.36 Services 1,240,028 1,310,573 — — 1,240,028 5.94 1,310,573 6.99 Construction 1,457,770 1,252,546 311 — 1,458,081 6.99 1,252,546 6.68 Financial Services 1,627,844 1,148,094 415,345 706,477 2,043,189 9.79 1,854,571 9.88 Agriculture and livestock 914,105 901,300 — — 914,105 4.38 901,300 4.80 Electricity, gas and water 504,088 328,763 27,885 — 531,973 2.55 328,763 1.75 Mining 340,045 305,386 — 67,051 340,045 1.63 372,437 1.99 Fishing 219,173 233,893 — — 219,173 1.05 233,893 1.25 Other 790,290 226,999 18,750 84,477 809,040 3.87 311,476 1.65 12,574,540 10,845,406 501,968 886,178 13,076,508 62.65 11,731,584 62.53 4,732,307 4,198,667 — — 4,732,307 22.68 4,198,667 22.38 Subtotal Residential mortgage loans Consumer loans Total 3,060,696 2,831,514 — — 3,060,696 14.67 2,831,514 15.09 20,367,543 17,875,587 501,968 886,178 20,869,511 100.00 18,761,765 100.00 187 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (e) Purchase of loan portfolio During months of August, September and December of 2013, the Bank has acquired portfolio loans by an amount of MCh$467,717. (f) Sale or transfer of credits from the loans to customers: During 2013 and 2012 Banco de Chile has carried out transactions of sale or transfer of the loan portfolio according to the following: As of December 31, 2013 Carrying amount MCh$ Allowances released MCh$ Sale price MCh$ Effect on income (loss) gain MCh$ 197,820 (355) 198,134 669 Carrying amount MCh$ Allowances released MCh$ Sale price MCh$ Effect on income (loss) gain MCh$ 118,347 (199) 118,347 199 As of December 31, 2012 (g) Canje de Créditos por Bonos: On June 27, 2013, it was proceeded to make a Debt Swap of impaired portfolio. Representative promissory notes of credit were replaced by financial instruments (bonds), issued by the same debtor. The credit, at date of exchange, amounted MCh$13,952 with a provision for loan losses of MCh$12,556. Financial instruments (bonds) received was classified like financial assets available-for-sale. At date of exchange, it does not exist active market for this type of financial instrument, and so, there was not sufficient data available for measure its fair value. Then it determined that fair value was equivalent to book value of credit exchanged. For this transaction it was not recognized income effect. On December 27, 2013, the SBIF instructed to classify instruments mentioned above like “Financial assets Held-for-Trading”, which it produced a credit to income for MCh$578 as of December 31, 2013. (h) Own assets securitizations: During 2012, the Bank subscribed a Securitization agreement issuance and an assignment agreement without responsibility with the subsidiary Banchile Securitizadora S.A., whereby two fixed rate commercial loans were transferred. Then Banchile Securitizadora S.A. created the Segregated Equity (“Patrimonio Separado”) according to the title XVIII of the law No. 18,045. The securitizated assets finally became part of the separated equity in order to support the serie A bond issuance, which were fully transferred to third parties. As of the transaction date, the book value of the credits assigned was Ch$30,276 million and the effective amount received in the transference was Ch$30,407 million, which generated an income of Ch$131 million and also a credit provisions release for the amount of Ch$24 million. Furthermore, the subsidiary Banchile Securitizadora S.A. charged a commission for Ch$160 million, to the bank corresponding to debt structured process services. 188 The bank acquired the subordinated bond (serie C) issued by Segregated Equity in Ch$23,310 as of December 31, 2013, equivalent to UF 1 (Unidad de Fomento), which represented less than 0.001% of the total amount of the Bond issued by Segregated Equity for the amount of Ch$30,407 million (par value amounted Ch$30,196 million). This bond was registered in available-for-sale and as of December 31, 2012 its fair value is Ch$22,841, this amount represents the maximum exposure of the bank will have in this transaction. The bank analyzed all the relevant aspects of the transaction, according to indicated in the NIC 39 and in the IFRS 10, related to assets derecognized and consolidation rules. In this regards the bank concludes that (i) has substantially transferred all benefits and risks of assets assigned to the Segregated Equity; (ii) do not manage directly nor indirectly the activities of the segregated equity; (iii) do not have decision rights, which allows to obtain substantial benefits from the assets assigned; (iv) do not maintain any control over assets assigned, neither over the Segregate Equity. As a consequence of this, the bank proceeded to derecognized the credits involved in transaction and have not consolidated with the Segregated Equity. Additional information of the transaction 2013 2012 Securitized asset value $20,517 millions $24,795 millions Securitized bond value $20,385 millions $24,644 millions Securitized assets - remaining term 4 years 5 years Securitized bond - remaining term 4 years 5 years Rate securitized assets UF + 4.83% UF + 4.83% Rate securitized bond UF + 4.54% UF + 4.54% During 2013 the bank has not executed securitization transaction involving owns assets. 13. Investment Securities: As of December 31, 2013 and 2012, investment securities classified as available-forsale and held-to-maturity are detailed as follows: 2013 Available for sale MCh$ 2012 Held to maturity MCh$ Total Mch$ Available for sale MCh$ Held to maturity MCh$ Total Mch$ Instruments issued by the Chilean Government and Central Bank of Chile: Bonds issued by the Chilean Government and Central Bank 333,035 — 333,035 110,569 — 110,569 Promissory notes issued by the Chilean Government and Central Bank 50,415 — 50,415 969 — 969 202,958 — 202,958 140,246 — 140,246 Other instruments Other instruments issued in Chile — — — — — — 96,933 — 96,933 85,688 — 85,688 Deposit promissory notes from domestic banks Mortgage bonds from domestic banks Bonds from domestic banks 128,500 — 128,500 116,100 — 116,100 Deposits from domestic banks 617,816 — 617,816 560,390 — 560,390 13,558 — 13,558 32,281 — 32,281 — — — — — — 154,267 — 154,267 129,693 — 129,693 — — — — — — Bonds from other Chilean companies Promissory notes issued by other Chilean companies Other instruments Instruments issued abroad Instruments from foreign governments or central banks Other instruments Total 76,222 — 76,222 88,504 — 88,504 1,673,704 — 1,673,704 1,264,440 — 1,264,440 Instruments issued by the Chilean Government and Central Bank include instruments with agreements to repurchase sold to clients and financial institutions, for December 31, 2013 this amount was $16,840 million (no movements for this item in 2012). Repurchase agreements had a average maturity of 3 day in December 2013. Profits and losses realized on the sale of available-for-sale investments as of December 31, 2013 and 2012 are shown in Note 30 “Net Financial Operating Income”. Gross profits and losses realized and unrealized on the sale of available for sale investments for the years-ended December 31, 2013 and 2012 are as follows: Under classification of Other instruments issued in Chile are included securities sold under repurchase agreements to customers and financial institutions for an amount of MCh$109 million (MCh$5,266 million in 2012). In instruments issued abroad are include mainly bonds banks and shares. As of December 31, 2013, the portfolio of financial assets available-for-sale includes a net unrealized loss of MCh$29,372 (MCh$17,995 in 2012), recorded in other comprehensive income within equity. As of December 31, 2013 there is not impairment of financial assets available-for-sale (as of December 31, 2012 there was impairment of financial assets available-for-sale for an amount of Ch$551 millions). 2013 Mch$ 2012 Mch$ Unrealized (losses)/profits during the period 25,972 26,259 Realized losses/(profits) (reclassified) (11,751) (1,749) Subtotal unrealized during the period 14,221 24,510 Income tax (2,844) (4,871) Total unrealized during the period 11,377 19,639 Realized profits and losses are calculated as the proceeds from sales less the cost (specific identification method) of the investments identified as for sale. In addition, any unrealized profit or loss previously recorded in equity for these investments is reversed when recorded in the income statements. 189 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14. Investments in Other Companies: (a) This item includes investments in other companies for an amount of MCh$16,670 (MCh$13,933 in 2012), which is detailed as follows: Investment ownership interest equity Book Value Income (Loss) Shareholder 2013 % 2012 % 2013 Mch$ 2012 Mch$ 2013 Mch$ 2012 Mch$ 2013 Mch$ Administrador Financiero del Transantiago S.A. (*) Banco de Chile 20.00 20.00 9,737 6,076 1,948 1,215 733 (527) Soc. Operadora de Tarjetas de Crédito Nexus S.A. Banco de Chile 25.81 25.81 7,197 6,412 1,858 1,655 289 556 Redbanc S.A. Banco de Chile 38.13 38.13 4,401 4,109 1,678 1,567 159 (376) Sociedad Imerc OTC S.A. (**) (***) Banco de Chile 12.49 — 11,411 — 1,425 — (18) — Transbank S.A. Banco de Chile 26.16 26.16 5,232 6,306 1,368 1,649 9 322 Soc. Operadora de la Cámara de Compensación de Pagos de Alto Valor S.A (***). Banco de Chile 15.00 15.00 4,529 4,337 679 651 62 112 Centro de Compensación Automatizado S.A. Banco de Chile 33.33 33.33 1,982 1,609 661 536 125 115 Sociedad Interbancaria de Depósitos de Valores S.A. Banco de Chile 26.81 26.81 Company 2012 Mch$ Associates Subtotal Associates 1,978 1,711 530 459 102 79 46,467 30,560 10,147 7,732 1,461 281 3,590 3,378 213 (321) Joint Ventures Servipag Ltda. Banco de Chile 50.00 50.00 7,180 6,756 Artikos Chile S.A. Banco de Chile 50.00 50.00 1,341 1,129 670 564 106 (428) 8,521 7,885 4,260 3,942 319 (749) 54,988 38,445 14,407 11,674 1,780 (468) Bolsa de Comercio de Santiago S.A. 1,646 1,646 291 239 Banco Latinoamericano de Comercio Exterior S.A. (Bladex) 309 309 — — Bolsa Electrónica de Chile S.A. 257 257 — — 8 8 — — Subtotal Joint Ventures Subtotal Investments valued at cost (1): Cámara de Compensación Sociedad de Telecomunicaciones Financieras Interbancarias Mundiales (Swift) Subtotal Total (1) (*) Income from investments valorized at cost, corresponds to income recognized on cash basis (dividends). On July 9, 2013 it was published in Diario Oficial of Chile (Federal Register in USA) the resolution No. 285 between Government Department of Transport and Telecommunications and Government Department of Treasury, which approved a new agreement related to “the delivery of complementary services of financial management”, whereby the new agreement, AFT only provide services related with financial management of the resourses of Transantiago system, all of that in the terms and conditions that establish the new contract. (**) On June 21, 2013 it was created, with other banks of the Chilean financial system, the subsidiary banking support called “Servicios de Infraestructura de Mercado OTC S.A.” (IMERC-OTC S.A.), where 190 43 39 — — 2,263 2,259 291 239 16,670 13,933 2,071 (229) its objective will be to operate a centralized register of derivatives operations (register, confirmation, storage, consolidation and conciliation services). This new subsidiary was created with a capital of Ch$12,957,463,890 divided in 10,000 shares, without nominal value, of which Banco de Chile subscribed and paid 1,111 shares, equivalents to MCh$1,440 million paid upon constitution of society. It was subscribed and paid 8,895 shares at the date of these financial statements. (***) Banco de Chile has significant influence in Sociedad Operadora de la Cámara de Compensación de Pagos de Alto Valor S.A. y Sociedad Imerc OTC S.A., due to its right to design a member of Board of each entities mentioned. (b) Asociadas: Current assets 2013 Mch$ 2012 Mch$ 537,515 383,155 64,904 53,946 Total Assets 602,419 437,101 Current liabilities 550,023 397,540 5,919 9,001 555,942 406,541 46,467 30,560 10 — Total Liabilities and Equity 602,419 437,101 Revenue 184,912 206,069 Operating expenses (178,081) (204,929) Non-current assets Non-current liabilities Total Liabilities Equity Minority interest Other income (expenses) Profit before tax Income tax Profit for the year 448 948 7,279 2,088 (982) (590) 6,297 1,498 (d) The reconciliation between opening and ending balance of investments in other companies that are not consolidated in 2013 and 2012 is detailed as follows: Beginning book value 2013 Mch$ 2012 Mch$ 13,933 15,418 — — Acquisition of investments 1,440 71 Participation in income with significant influence 1,780 (468) Dividends receivable (187) (653) Dividends received (956) (943) Sale of investments Payment of minimum dividends Total 660 508 16,670 13,933 (e)As of December 31, 2013 and 2012 no impairment has incurred in these investments. (c) Joint Ventures: The Bank has a 50% interest in Servipag Ltda. and a 50% interest in Artikos S.A., two jointly controlled entity. Bank’s interest of both entities is accounted for using the equity method in the consolidated financial statements. Below it presents summarised financial information of entities controlled: Artikos 2013 Mch$ servipag 2012 Mch$ 2013 Mch$ 2012 Mch$ Current assets 920 442 42,788 37,416 Non-current assets 734 925 16,256 16,708 1,654 1,367 59,044 54,124 313 238 48,343 44,137 — — 3,521 3,231 Total Assets Current liabilities Non-current liabilities Total Liabilities 313 238 51,864 47,368 Equity 1,341 1,129 7,180 6,756 Total Liabilities and Equity 1,654 1,367 59,044 54,124 Revenue 2,486 2,451 35,371 36,645 Operating expenses (2,270) (3,027) (34,042) (36,404) 4 (8) (808) (729) 220 (584) 521 (488) (8) (272) (97) (154) 212 (856) 424 (642) Other income (expenses) Profit (loss) before tax Income tax Profit (loss) for the year 191 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15. Intangible Assets: (a) As of December 31, 2013 and 2012, Intangible assets are detailed as follows: years Remaining amortization Useful Life 2013 2012 2013 Accumulated Amortization and Impairment Gross balance 2013 Mch$ 2012 2012 Mch$ 2013 Mch$ 2012 Mch$ Net balance 2013 Mch$ 2012 Mch$ Type of intangible asset: Goodwill: Investments in other companies — 7 — 2 4,138 4,138 (4,138) (3,000) — 1,138 6 6 2 3 87,014 82,736 (57,795) (50,641) 29,219 32,095 Other Intangible Assets: Software or computer programs Intangible assets arising from business combinations — 7 — 2 1,740 1,740 (1,740) (1,261) — 479 Other intangible assets — — — — 501 612 (49) (34) 452 578 93,393 89,226 (63,722) (54,936) 29,671 34,290 Total (b) Movements in intangible assets during the 2013 and 2012 periods are as follows: Investments in other companies MCh$ Software or computer programs MCh$ Intangible assets arising from business combinations MCh$ Other intangible assets MCh$ total Mch$ Gross Balance 4,138 74,525 1,740 Acquisitions — 8,544 Disposals — (333) 4,138 Acquisitions Disposals Balance as of January 1, 2012 Balance as of December 31, 2012 Balance as of December 31, 2013 102 80,505 — 572 9,116 — (62) (395) 82,736 1,740 612 89,226 — 5,137 — 374 5,511 — (859) — (485) (1,344) 4,138 87,014 1,740 501 93,393 (2,379) (41,538) (1,000) (71) (44,988) (621) (9,436) (261) (25) (10,343) — — — — — Accumulated Amortization and Impairment Balance as of January 1, 2012 Amortization for the year (*) Impairment loss (*) — 333 — 62 395 Balance as of December 31, 2012 (3,000) (50,641) (1,261) (34) (54,936) Amortization for the year (*) (9,629) Disposal (1,138) (7,985) (479) (27) Impairment loss (*) — (28) — — (28) Disposals — 859 — 12 871 (4,138) (57,795) (1,740) (49) (63,722) — 29,219 — 452 29,671 Balance as of December 31, 2013 Net balance as of December 31, 2013 (*) See note No. 35 “Depreciation, amortization and impairment” 192 (c) As of December 31, 2013 and 2012, the Bank has made the following commitments to purchase intangible assets, which have not been capitalized: Amount of Commitment detail 2013 Mch$ 2012 Mch$ Software and licenses 9,299 6,681 16. Property and equipment: (a) As of December 31, 2013 and 2012, this account and its movements are detailed as follows: Land and Buildings MCh$ Equipment MCh$ other MM$ Total MM$ Cost 176,266 125,819 137,120 439,205 Additions 337 7,750 9,894 17,981 Disposals/write-downs (451) (1,512) (2,232) (4,195) — — — — Balance as of January 1, 2012 Transfers — — 19 19 Total 176,152 132,057 144,801 453,010 Accumulated depreciation (35,972) (109,932) (101,722) (247,626) Reclassifications — (31) (164) (195) Balance as of December 31, 2012 140,180 22,094 42,915 205,189 Balance as of January 1, 2013 176,152 132,026 144,637 452,815 62 7,509 4,678 12,249 Impairment loss (*) Additions (365) (1,406) (1,710) (3,481) Transfers — (218) 218 — Reclassifications — — — — Total 175,849 137,911 147,823 461,583 Accumulated depreciation (38,717) (116,081) (108,697) (263,495) — (84) (426) (510) 137,132 21,746 38,700 197,578 (33,503) (103,015) (94,799) (231,317) — — (19) (19) (2,920) (8,429) (8,884) (20,233) Disposals/write-downs Impairment loss (*) (***) Balance as of December 31, 2013 Accumulated Depreciation Balance as of January 1, 2012 Reclassifications Depreciation charges in the period (*) (**) Sales and disposals in the period Balance as of December 31, 2013 Reclassifications Depreciation charges in the period (*) (**) Sales and disposals in the period Balance as of December 31, 2013 451 1,512 1,980 3,943 (35,972) (109,932) (101,722) (247,626) — (19) 19 — (2,873) (7,716) (8,310) (18,899) 128 1,586 1,316 3,030 (38,717) (116,081) (108,697) (263,495) (*) See Note No. 35 “Depreciation, Amortization and Impairment”. (**) This amount not includes depreciation charges in the period for investments properties. This amount is include in item “Other Assets” for MCh$381 (MCh$381 in 2012) (***) Not include provision related to write-offs of property and equipment for an amount of Ch$247 million (Ch$153 million in 2012) 193 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (b) As of December 31, 2013 and 2012, the Bank has operating lease agreements in which it acts as lessee that cannot be terminated unilaterally; information on future payments is detailed as follows: 2013 Expense for the year MCh$ Lease Agreements 28,876 Up to 1 month MCh$ 2,320 Over 1 month and up to 3 months MCh$ 4,633 Over 3 months and up to 12 months MCh$ Over 1 year and up to 3 years MCh$ Over 3 years and up to 5 years MCh$ Over 5 years MCh$ 19,833 37,497 26,517 48,815 Over 3 months and up to 12 months MCh$ Over 1 year and up to 3 years MCh$ Over 3 years and up to 5 years MCh$ Over 5 years MCh$ 19,219 37,094 27,066 49,523 Total Mch$ 139,615 2012 Expense for the year MCh$ Lease Agreements 28,036 Up to 1 month MCh$ 2,274 Over 1 month and up to 3 months MCh$ 4,561 As these lease agreements are operating leases under IAS 17 the leased assets are not presented in the Bank’s statement of financial position. The Bank has entered into commercial leases of real estate. These leases have an average life of 10 years. There are no restrictions placed upon the lessee by entering into the lease. (c) As of December 31, 2013 and 2012, the Bank does not have any finance lease agreements as lessee and, therefore, there are no property and equipment balances to be reported from such transactions as of December 31, 2013 and 2012. Total Mch$ 139,737 17. Current and Deferred Taxes: (a) Current Taxes: As of each year end, the Bank and its subsidiaries have established a First Category Income Tax Provision determined in accordance with current tax laws. This provision is presented net of recoverable taxes, detailed as follows: Income taxes Sole first category tax Tax on non-deductible expenses (35%) 2013 Mch$ 2012 Mch$ 85,336 61,876 23 — 1,885 3,860 Less: Monthly prepaid taxes (PPM) (73,694) (41,960) Credit for training expenses (1,714) (1,545) Other (4,705) 965 7,131 23,196 20% 20% 2013 Mch$ 2012 Mch$ 3,202 2,684 (10,333) (25,880) (7,131) (23,196) Total current taxes Tax rate Current tax assets Current tax liabilities Total current taxes 194 (b) Income Tax: The Bank’s tax expense recorded for the years ended December 31, 2013 and 2012 is detailed as follows: 2013 Mch$ 2012 Mch$ 88,714 61,876 (432) (1,147) 88,282 60,729 Income tax expense: Current year taxes Tax from previous periods Subtotal Credit (charge) for deferred taxes: Origin and reversal of temporary differences Effect of changes in tax rate Subtotal Non deducible expenses (Art. 21 “Ley de la Renta”) Other Net charge to income for income taxes (12,381) 3,113 — (14,206) (12,381) (11,093) 1,885 3,860 2,150 894 79,936 54,390 (c) Reconciliation of effective tax rate: The following is reconciliation between income tax rate and effective rate applied to determine the Bank’s income tax expense as of December 31, 2013 and 2012: 2013 Tax rate % 2012 Mch$ Tax rate % Mch$ Income tax calculated on net income before tax 20.00 118,708 20.00 104,400 Additions or deductions (6.85) (40,653) (7.10) (37,056) Non-deductible expenses 0.32 1,885 0.74 3,860 Tax from previous year (0.07) (432) (0.22) (1,147) Effect of changes in tax rate (*) — — (2.72) (14,206) Lease deferred tax adjustment — — 0.56 2,942 0.07 428 (0.84) (4,403) 13.47 79,936 10.42 54,390 Others Effective rate and income tax expense The effective rate for income tax for 2013 is 13.47% (10.42% in 2012). (*) According to the Law No. 20,630 issued on September 27, 2011 is permanently changed the tax rates of the first category to 20.00% 195 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (d) Effect of deferred taxes on income and equity: During the year 2013, the Bank has recorded the effects of deferred taxes in accordance with Note No. 2 (q). The effects of deferred taxes on assets, liabilities and income accounts are detailed as follows: effect Balances as of December 31, 2012 MCh$ Income MCh$ Equity MCh$ Balances as of December 31, 2013 MCh$ Debit Differences: Allowances for loan losses 99,113 8,989 — 108,102 (11) 216 — 205 Personnel provisions 6,092 (345) — 5,747 Staff vacation 4,058 321 — 4,379 Accrued interests and indexation adjustments from past due loans 2,123 290 — 2,413 Obligations with agreements to repurchase Staff severance indemnities provisions Provision of credit cards expenses 960 (22) 33 971 4,694 1,799 — 6,493 Provision of accrued expenses 7,382 349 — 7,731 Other adjustments 5,158 4,705 — 9,863 129,569 16,302 33 145,904 15,423 (987) — 14,436 4,758 — 2,585 7,343 Leasing equipment 4,812 3,688 — 8,500 Transitory assets 2,449 290 — 2,739 378 (240) — 138 2,236 1,170 7 3,413 Total debit differences Credit Differences: Depreciation and price-level restatement of property and equipment Adjustment for valuation of financial assets available-for-sale Derivative instrument adjustment Other adjustments 196 Total credit differences 30,056 3,921 2,592 36,569 Deferred tax assets (liabilities), net 99,513 12,381 (2,559) 109,335 (e) For the purpose of complying with the Circular No. 47 issued by the Chilean Internal Revenue Service (SII) and No. 3,478 issued by the Superintendency of Banks, dated August 18, 2009 the movements and effects generated by the application of Article 31, No. 4 of the Income Tax Law are detailed as follows: As the circular requires, the information corresponds only to the Bank’s credit operations and does not consider operations of subsidiary entities that are consolidated in these consolidated financial statements. Tax value assets (e.1) Loans to customers as of December 31, 2013 Loans and advance to banks Commercial loans Book value assets (*) MCh$ Tax value assets MCh$ Past-due loans with guarantees MCh$ Past-due loans without guarantees MCh$ Total Past-due loans MCh$ 1,062,056 1,063,348 — — — 10,975,797 11,509,434 18,864 49,184 68,048 Consumer loans 2,886,418 3,244,149 561 17,418 17,979 Residential mortgage loans 4,713,805 4,729,085 3,381 111 3,492 19,638,076 20,546,016 22,806 66,713 89,519 Provisions established MCh$ Provisions released MCh$ Total (*) In accordance with the mentioned Circular and instructions from the SII, the value of financial statement assets, are presented on an individual basis (only Banco de Chile) net of allowance for loan losses and do not include lease and factoring operations. (e.2) Provisions on past-due loans Charge-offs against provisions MCh$ Balance as of January 1, 2013 MCh$ Balance as of December 31, 2013 MCh$ Commercial loans 33,163 (21,574) 69,021 (31,426) 49,184 Consumer loans 17,131 (148,561) 171,991 (23,143) 17,418 Residential mortgage loans Total 151 (952) 1,195 (283) 111 50,445 (171,087) 242,207 (54,852) 66,713 (e.3) Charge-offs and recoveries Charge-offs Art. 31 No. 4 second subparagraph Condoning resulting in provisions released Recovery or renegotiation of written-off loans (e.4) Application of Art. 31 No. 4 first & third subsections 2013 Mch$ 10,509 1,123 41,802 2013 Mch$ Charge-offs in accordance with first subsection — Condoning in accordance with third subsection 1,117 197 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18. Other Assets: (b) Movements in the provision for assets received in lieu of payment during the 2013 and 2012 periods are detailed as follows: (a) Item detail: Amortization As of December 31, 2013 and 2012, other assets are detailed as follows: 2013 Mch$ 2012 Mch$ 74,723 74,986 2,640 2,475 Assets received in lieu of payment 372 81 Provision for assets received in lieu of payment (**) (46) (40) 2,966 2,516 Documents intermediated (***) 74,366 89,800 Deposits by derivatives margin 60,309 25,984 Servipag available funds 19,200 15,534 Investment properties (Note N° 2 letter t) 16,317 16,698 Assets held for leasing (*) Assets received or awarded as payment Assets awarded in judicial sale Subtotal Other Assets VAT receivable 9,958 9,292 Other accounts and notes receivable 8,682 20,001 Commissions receivable 7,784 6,392 Prepaid expenses 6,589 3,476 Recoverable income taxes 6,048 7,695 Recovered leased assets for sale 5,463 777 Pending transactions 1,803 8,676 Rental guarantees 1,456 1,386 Accounts receivable for sale of assets received in lieu of payment 1,118 Provisions used (1,178) Balance as of December 31, 2012 40 Provisions used (45) Provisions established 51 Provisions released — Balance as of December 31, 2013 46 19. Current accounts and Other Demand Deposits: As of December 31, 2013 and 2012, current accounts and other demand deposits are detailed as follows: Current accounts 599,320 376,517 5,984,332 5,470,971 Total 20. Savings accounts and Time Deposits: As of December 31, 2013 and 2012, savings accounts and time deposits are detailed as follows: Subtotal 240,340 219,376 Time deposits Total 318,029 296,878 Term savings accounts (***) This item mainly includes simultaneous operations carried out by the subsidiary Banchile Corredores de Bolsa S.A. 4,495,134 593,444 12,632 The provision for assets received in lieu of payment is recorded as indicated in the Compendium of Accounting Standards, Chapter B-5 No. 3, which indicate to recognize a provision for the difference between the initial value plus any additions and its realizable value when the former is greater 5,018,155 372,733 20,551 2012 Mch$ Other demand deposits Other The assets awarded at judicial sale are assets that have been acquired as payment of debts previously owed towards the Bank. The assets awarded at judicial sales are not subject to the aforementioned requirement. These properties are assets available for sale. For most assets, the sale is expected to be completed within one year from the date on which the asset was received or acquired. If the asset in question is not sold within the year, it must be written off. 2013 Mch$ Other demand deposits and accounts 610 — Provisions released 423 (**) Assets received in lieu of payment are assets received as payment of customers’ past-due debts. The assets acquired must at no time exceed, in the aggregate, 20% of the Bank’s effective equity. These assets represent 0.0124% (0.0032% in 2012) of the Bank’s effective equity. 100 Provisions established 528 (*) These correspond to property and equipment to be given under a finance lease. 198 Balance as of January 1, 2012 1,286 Materials and supplies MM$ Other term balances payable Total 2013 Mch$ 2012 Mch$ 10,151,612 9,370,063 178,012 179,465 73,101 63,422 10,402,725 9,612,950 21. Borrowings from Financial Institutions: (b) Borrowings from foreign banks (a) As of December 31, 2013 and 2012, borrowings from financial institutions are detailed as follows: 2013 Mch$ Domestic banks — 2012 Mch$ — Foreign banks Foreign trade financing Citibank N.A. 137,914 107,249 HSBC Bank 134,814 — Standard Chartered Bank 103,162 117,218 These obligations’ maturities are as follows: 2013 Mch$ 99,543 181,954 Over 1 month and up to 3 months 359,752 153,702 Over 3 months and up to 12 months 262,574 631,051 Over 1 year and up to 3 years 267,586 141,956 — — Up to 1 month Over 3 years and up to 5 years Over 5 years Total Deutsche Bank AG 94,327 12,003 Bank of America 78,642 189,501 Commerzbank A.G. 61,958 182,926 Bank of Montreal 52,684 — The Bank of New York Mellon 37,373 57,161 ING Bank 26,309 — Wells Fargo Bank 26,298 131,763 Toronto Dominion Bank 23,676 38,402 Mercantil Commercebank N.A. 15,888 19,184 Zuercher Kantonalbank 5,282 14,401 JP Morgan Chase Bank — 24,003 Sumitomo Banking — 16,828 Bank of China — 828 Banco de Sabadell — 337 4,040 22 105,340 96,370 Citibank N.A. 54,768 27,571 Mortgage bonds China Development Bank 26,308 35,996 Bonds Standard Chartered Bank — 36,084 Other Other Subtotal Chilean Central Bank Total 672 816 989,455 1,108,663 10 18 989,465 1,108,681 — — 989,455 1,108,663 (c) Chilean Central Bank Debts to the Central Bank of Chile include credit lines for the renegotiation of loans and other Central Bank borrowings. The outstanding amounts owed to the Central Bank of Chile under these credit lines are as follows: 2013 Mch$ — Borrowings and other obligations 2012 Mch$ — Credit lines for the renegotiation of loans 10 18 Total 10 18 22. Debt Issued: As of December 31, 2013 and 2012, debt issued is detailed as follows: Borrowings and other obligations Wells Fargo Bank 2012 Mch$ 2013 Mch$ Subordinated bonds Total 2012 Mch$ 86,491 115,196 3,533,462 2,412,233 747,007 746,504 4,366,960 3,273,933 199 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS During the period ended as of December 31, 2013, Banco de Chile issued bonds by an amount of MCh$1,607,265, of which corresponds to Unsubordinated bonds and Subordinated bonds by an amount of MCh$1,603,669 and MCh$3,596 respectively, according to the following details: Bonds Series Mch$ term (years) Interest rate Currency Issued date Maturity date BCHIUR1011 22,114 12 3.40 UF 01/08/2013 01/08/2025 BCHIUR1011 8,521 12 3.40 UF 01/09/2013 01/09/2025 BCHIUJ0811 1,572 8 3.20 UF 01/29/2013 01/29/2021 BCHIUZ1011 89,313 7 3.20 UF 01/31/2013 01/31/2020 BCHIAC1011 45,456 15 3.50 UF 02/28/2013 02/28/2028 BCHIAC1011 34,185 15 3.50 UF 03/26/2013 03/26/2028 BCHIUN1011 72,022 7 3.20 UF 04/08/2013 04/08/2020 BCHIUU0212 68,379 12 3.40 UF 08/29/2013 08/29/2025 BCHIAU0213 69,746 12 3.60 UF 09/11/2013 09/11/2025 BCHIAG0213 46,585 5 3.40 UF 09/13/2013 09/13/2018 BCHIAV0613 47,283 12 3.60 UF 10/16/2013 09/13/2025 BONO HKD 43,066 10 3.23 HKD 04/22/2013 04/24/2023 BONO HKD 45,133 15 4.25 HKD 10/08/2013 10/16/2028 BONO CHF 100,371 5 1.13 CHF 04/26/2013 05/23/2018 BONO CHF 25,019 5 1.13 CHF 05/07/2013 05/23/2018 BONO CHF 122,380 3 0.60 CHF 06/11/2013 07/18/2016 BONO CHF 66,164 4 1.13 CHF 06/28/2013 05/23/2017 BONO CHF 98,555 6 1.50 CHF 11/07/2013 12/03/2019 BONO JPY 57,716 3 0.74 JPY 11/25/2013 11/25/2016 BONO JPY 30,169 6 1.03 JPY 12/05/2013 03/18/2019 term (years) Interest rate Currency Issued date Maturity date 25 3.75 UF 01/25/2013 01/25/2038 Subtotal as of December 31, 2013 Short-term Bonds Total as of December 31, 2013 1,093,749 509,920 1,603,669 Subordinated Bonds Series 200 Mch$ UCHI-G1111 3,596 Total 3,596 During the period ended as of December 31, 2012, Banco de Chile issued bonds by an amount of MCh$1,233,985, of which corresponds to Unsubordinated bonds and Subordinated bonds by an amount of MCh$1,207,808 and MCh$26,177 respectively, according to the following details: Bonds Series Mch$ term (years) Interest rate Currency Issued date Maturity date 10 3.40 UF 02/15/2012 02/15/2022 BCHIUO0911 89,896 BCHIUD0510 14,109 6 2.20 UF 02/16/2012 02/16/2018 BCHIUI0611 1,338 7 3.20 UF 03/05/2012 03/05/2019 BCHIUI0611 3,352 7 3.20 UF 03/07/2012 03/07/2019 BCHIUI0611 1,116 7 3.20 UF 03/23/2012 03/23/2019 BCHIUP1211 88,345 10 3.40 UF 04/04/2012 04/04/2022 BCHIUI0611 2,236 7 3.20 UF 04/17/2012 04/17/2019 BCHIUQ1011 27,343 11 3.40 UF 05/08/2012 05/08/2023 BCHIUQ1011 48,568 11 3.40 UF 05/11/2012 05/11/2023 BCHIUQ1011 12,449 11 3.40 UF 06/04/2012 06/04/2023 BCHIUS0212 46,428 11 3.40 UF 06/04/2012 06/04/2023 BCHIUS0212 20,552 11 3.40 UF 06/07/2012 06/07/2023 BCHIUT0112 66,850 12 3.40 UF 06/12/2012 06/12/2024 BCHIUR1011 33,295 12 3.40 UF 06/20/2012 06/20/2024 BCHIUR1011 4,450 12 3.40 UF 07/30/2012 07/30/2024 BCHIUR1011 13,469 12 3.40 UF 09/14/2012 09/14/2024 BCHIUR1011 1,799 12 3.40 UF 09/24/2012 09/24/2024 BCHIUR1011 5,284 12 3.40 UF 09/25/2012 09/25/2024 BCHIUJ0811 1,334 8 3.20 UF 05/10/2012 05/10/2020 BCHIUJ0811 33,456 8 3.20 UF 10/10/2012 10/10/2020 BCHIUV1211 67,842 13 3.50 UF 10/10/2012 10/10/2025 BCHIUJ0811 1,566 8 3.20 UF 10/19/2012 10/19/2020 BCHIUJ0811 2,241 8 3.20 UF 10/22/2012 10/22/2020 BCHIAC1011 11,118 15 3.50 UF 10/22/2012 10/22/2027 BONO HKD 24,487 15 4.00 HKD 09/05/2012 09/05/2027 BONO HKD 54,374 15 4.00 HKD 11/07/2012 09/09/2027 14,083 5 4.04 PEN 10/30/2012 10/30/2017 BONO PEN Subtotal as of December 31, 2012 Short-term as of Bonds Total as of December 31, 2012 691,380 516,428 1,207,808 201 NOTAS A LOS ESTADOS FINANCIEROS CONSOLIDADOS Subordinated Bonds Series Mch$ term (years) UCHI-G1111 13,191 25 3.75 UF 07/30/2012 07/30/2037 UCHI-G1111 1,099 25 3.75 UF 07/31/2012 07/31/2037 Currency Issued date Maturity date UCHI-G1111 1,782 25 3.75 UF 08/31/2012 08/31/2037 UCHI-G1111 10,105 25 3.75 UF 12/28/2012 12/28/2037 Total 26,177 The Bank has not had breaches of capital and interest with respect to its debts instruments and has complied with its debt covenants and other compromises related to debt issued during periods 2013 and 2012. 23. Other Financial Obligations: As of December 31, 2013 and 2012, other financial obligations are detailed as follows: 2013 Mch$ 2012 Mch$ Other Chilean obligations 160,612 106,537 Public sector obligations 50,314 55,586 Other foreign obligations Total — — 210,926 162,123 24. Provisions: (a) As of December 31, 2013 and 2012, provisions and accrued expenses are detailed as follows: 2013 Mch$ 2012 Mch$ 324,582 300,759 Provisions for Personnel benefits and payroll expenses 67,943 64,546 Provisions for contingent loan risks 49,277 36,585 107,757 97,757 1,770 3,107 569 2,083 551,898 504,837 Provision for minimum dividends Provisions for contingencies: Additional loan provisions (*) Country risk provisions Other provisions for contingencies Total (*) In 2013, the Bank established an amount of Ch$10,000 million (Ch$2,271 million in 2012) for additional provisions. 202 Interest rate (b) The following table details the movements in provisions and accrued expenses during the 2013 and 2012 periods: Minimum dividends MCh$ Personnel benefits and payroll MCh$ Contingent loan Risks MCh$ Additional loan provisions MCh$ Country risk provisions and other contingencies MCh$ Total Mch$ Balances as of January 1, 2012 259,501 60,634 35,334 95,486 6,983 457,938 Provisions established 300,759 50,799 1,251 2,271 228 355,308 Provisions used (259,501) (46,813) — — (223) (306,537) — (74) — — (1,798) (1,872) Balances as of December 31, 2012 300,759 64,546 36,585 97,757 5,190 504,837 Balances as of January 1, 2013 300,759 64,546 36,585 97,757 5,190 504,837 Provisions established 324,582 52,903 12,692 10,000 230 400,407 Provisions used (300,759) (44,240) — — (369) (345,368) — (5,266) — — (2,712) (7,978) 324,582 67,943 49,277 107,757 2,339 551,898 Provisions released Provisions released Balances as of December 31, 2013 (c) Provisions for personnel benefits and payroll: 2013 Mch$ 2012 Mch$ Short-term personnel benefits 32,000 29,649 Vacation accrual 21,895 20,842 Pension plan- defined benefit plan 10,696 10,633 Other benefits Total 3,352 3,422 67,943 64,546 (d) Pension plan – Defined benefit plan: (i) Movement in the defined benefit obligations are as follow: 2013 Mch$ 2012 Mch$ 10,633 8,511 Increase in provisions 793 808 Benefit paid (896) (864) Prepayments — (22) Opening defined benefit obligation Effect of change in actuarial factors Total 166 2,200 10,696 10,633 203 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (ii) Net benefits expenses: (h) Contingent loan provisions: 2013 Mch$ 2012 Mch$ Current service cost 288 340 Interest cost of benefits obligations 505 468 Effect of change in actuarial factors 166 2,200 Net benefit expenses 959 3,008 As of December 31, 2013 and 2012, the Bank and its subsidiaries maintain contingent loan provisions by an amount of Ch$ 49,277 million (Ch$36,585 million in 2012). See note No. 26 (d). 25. Other Liabilities: As of December 31, 2013 and 2012, other liabilities are detailed as follows: 2013 Mch$ (iii) Assumptions used to determine pension obligations: December 31, 2013 % 100,081 111,358 Unearned income 4,592 5,357 Dividends payable 1,145 883 Accounts and notes payable (*) The principal assumptions used in determining pension obligations for the Bank’s plan are shown below: December 31, 2012 % 2012 Mch$ Other liabilities Discount rate 5.19 5.50 Documents intermediated (**) 108,380 132,651 Annual salary increase 5.19 5.08 Cobranding 32,085 23,066 99.99 99.99 VAT debit 13,158 11,689 Leasing deferred gains 4,207 5,900 Pending transactions 1,144 5,080 Payment probability The most recent actuarial valuation of the present value of the benefit plan obligation was carried out at December 31, 2013. Insurance payments (e) Movements in provisions for incentive plans: Balances as of January 1, Others 2013 Mch$ 2012 Mch$ 29,649 28,827 Provisions established 32,456 28,406 Provisions used (27,069) (27,584) Provisions release (3,036) — Total 32,000 29,649 Total 476 135 2,837 4,947 268,105 301,066 (*) Include obligations that do not correspond to transactions in the line of business, such as withholding tax, pension and healthcare contributions, insurance payable, balances of prices for the purchase of materials and provisions for expenses pending payment. (**) This item mainly includes financing of simultaneous operations performed by subsidiary Banchile Corredores de Bolsa S.A. 26. Contingencies and Commitments: (a) Commitments and responsibilities accounted for in off-balance-sheet accounts: (f) Movements in provisions for vacations: Balances as of January 1, 2013 Mch$ 2012 Mch$ 20,842 20,361 Provisions established 5,410 5,655 Provisions used (4,181) (4,363) (176) (811) 21,895 20,842 Provisions release Total (g) Employee share-based benefits provision: As of December 31, 2013 and 2012, the Bank and its subsidiaries do not have a stock compensation plan. 204 In order to satisfy its customers’ needs, the Bank entered into several irrevocable commitments and contingent obligations. Although these obligations are not recognized in the Statement of Financial Position, they entail credit risks and, therefore, form part of the Bank’s overall risk. The Bank and its subsidiaries record the following balances related to such commitments and responsibilities, which fall within its line of business, in offbalance-sheet accounts: 2013 Mch$ 2012 Mch$ Confirmed foreign letters of credit 491,465 323,924 68,631 85,272 166,849 138,714 Bank guarantees 1,402,399 1,437,312 Immediately available credit lines 5,436,938 5,481,235 — 122,997 Issued foreign letters of credit Other commitments Transactions on behalf of third parties 357,672 386,006 1,311 12,144 — — 44,839 22,802 — — Securities held in safe custody in the Bank 7,342,425 6,237,859 Securities held in safe custody in other entities 4,501,555 4,483,567 Collections Third-party resources managed by the Bank: Financial assets managed on behalf of third parties Other assets managed on behalf of third parties Financial assets acquired on its own behalf Other assets acquired on its own behalf Fiduciary activities Total 2014 Mch$ Legal contingencies 30 2015 Mch$ 5 2016 Mch$ 2017 Mch$ 2018 Mch$ Total Mch$ 72 149 83 339 (b.2) Contingencies for significant lawsuits: Contingent loans Guarantees and surety bonds As of December 31, 2013 As of December 31, 2013 and 2012, it does not exist any significant demands in courts that they affect or could affect the current consolidated financial statements. (c) Guarantees granted: i. In subsidiary Banchile Administradora General de Fondos S.A.: In compliance with article 226 and subsequent articles of Law 18,045, Banchile Administradora General de Fondos S.A., has designated Banco de Chile as the representative of the beneficiaries of the guarantees it has established and in that character the Bank has issued bank guarantees totaling UF 2,515,500, maturing January 9, 2014 (UF 2,442,000 maturing January 4, 2013 in December 2012). For Mutual Funds that have not begin its operations as of December 31, 2013, it has constituted bank guarantees, which corresponds to Mutual Fund Booster Brasil 2014 by UF10,000 and Mutual Fund Deposito Plus V – Guaranteed by UF10,000. In addition there are other guarantees for a guaranteed return on certain mutual funds, totaling Ch$75,474 million as of December 31, 2013 (Ch$118,734 million in 2012). 19,814,084 18,731,832 Above information only includes the most significant balances. (b) Lawsuits and legal proceedings: (b.1) Legal contingencies within the ordinary course of business: In the ordinary course of business, the Bank and its subsidiaries act as defendant or co-defendant in various litigation matters. Although there can be no assurances, the Bank’s management believes, based on information currently available, that the ultimate resolution of these legal proceedings are not likely to have a material adverse effect on its results of operations, financial position, or liquidity. As of December 31, 2013, the Bank has established provisions for this concept in the amount of MCh$339 (MCh$474 in 2012), recorded within “Provisions” in the statement of financial position. The following table presents estimated date of completion of the respective litigation: 205 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Fund 2013 Mch$ Guarantees Number Mutual Fund Deposito Plus IV – Guaranted 16,325 006392-7 — — Mutual Fund Deposito Plus – Guaranted 14,241 330681-1 14,958 004713-3 Mutual Fund Deposito Plus III – Guaranted 12,937 006033-5 — — Mutual Fund Depósito Plus II – Guaranted 9,308 006037-7 12,552 005272-2 Mutual Fund Small Cap USA – Guaranted 5,197 008212-5 — — Mutual Fund Chile Bursátil – Guaranted 5,050 006034-3 — — Mutual Fund Twin Win Europa 103 – Guaranted 3,537 006035-1 3,541 004712-5 Mutual Fund Global Stocks – Guranted 2,964 007385-9 — — Mutual Fund Second Best Chile EEUU – Guaranted 2,207 006032-7 2,207 004820-2 Mutual Fund Europa Accionario – Guaranted 2,059 006036-9 2,069 004716-7 Mutual Fund Second Best Europa China – Guaranted 1,649 007082-7 — — Mutual Fund Banca Americana Voltarget – Guaranted — — 11,878 336723-1 Mutual Fund Estrategia Commodities – Guaranted — — 6,302 336721-5 Mutual Fund Muralla China – Guaranted — — 17,795 336716-8 Mutual Fund Potencias Consolidadas – Guaranted — — 30,381 336718-4 Mutual Fund Ahorro Plus I – Guaranted — — 730 336720-7 Mutual Fund Ahorro Estable II – Guaranted — — 11,270 336722-3 Mutual Fund Ahorro Estable III – Guaranted — — 5,051 336717-6 Total In compliance to stablished by the Superintendence of Securities and Insurance in letter f) of Circular 1,894 of September 24, 2008, the entity has constituted guarantees, by management portfolio, in benefit of investor. Such guarantee corresponds to a bank guarantee for UF100,000, with maturity on January 9, 2014. ii. In subsidiary Banchile Corredores de Bolsa S.A.: For the purposes of ensuring correct and complete compliance with all of its obligations as broker-dealer entity, in conformity with the provisions of article 30 and subsequent articles of Law 18,045 on Securities Markets, the subsidiary established a guarantee in an insurance policy for UF 20,000, insured by Cía. de Seguros de Crédito Continental S.A., that matures April 22, 2014, whereby the Securities Exchange of the Santiago Stock Exchange was appointed as the subsidiary’s creditor representative. 75,474 2012 Mch$ Guarantees Number 118,734 Guarantees 2013 Mch$ 2012 Mch$ Shares to secure short-sale transactions in: Securities Exchange of the Santiago Stock Exchange 16,946 69 Securities Exchange of the Electronic Stock Exchange of Chile 10,644 33,693 2,995 3,068 68 47 30,653 36,877 Fixed income securities to ensure system CCLV, Bolsa de Comercio de Santiago, Bolsa de Valores Fixed income securities to ensure stock loan, Bolsa Eléctronica de Chile, Bolsa de Valores Total According to the provisions of internal stock market regulations, and for the purpose of securing the broker’s correct performance, the company established a pledge on its share of the Santiago Stock Exchange in favor of that institution, as recorded in Public Deed on September 13, 1990, signed before Santiago public notary Mr. Raúl Perry Pefaur, and on its share in the Electronic Stock Exchange of Chile in favor of that institution, as recorded in a contract entered into by both parties on May 16, 1990. Banchile Corredores de Bolsa S.A. keeps an insurance policy current with Chartis Chile – Compañía de Seguros Generales S.A. that expires January 2, 2013, and that covers employee fidelity, physical losses, falsification or adulteration, and currency fraud with a coverage amount equivalent to 206 US$ 10,000,000. This secure was renewed on January 2, 2013 with maturity of January 2, 2014 for the same amount with “AIG Chile Compañía de Seguros Generales S.A.” According to disposition of Chilean Central Bank, it was constituted a bank guarantee corresponding to UF10,500, with purposes to comply with the contract SOMA (Contract for Service System Open Market Operations) of Chilean Central Bank. This bank guarantee is revaluated in UF to fixed term, not endorsable with maturity of July 17, 2014. It was constituted a bank guarantee No. 373148-0 corresponds to UF272,000, in benefits of investors with contracts of portfolio management. This bank guarantee is revaluated in UF to fixed term, not endorsable with maturity of January 9, 2014. It was constituted a cash guarantee for an amount of US$122,494.32, whose purpose is to comply obligations with Pershing, by operations made through this broker. iii. In subsidiary Banchile Corredores de Seguros Ltda. According to established in article No. 58, letter D of D.F.L. 251, as of December 31, 2013, the entity maintains two insurance policies that protect it in the face of possible damages that it could affect it, due to infractions of the law, regulations and complementary rules that regulate insurance brokers, and specially when the non-compliance is from acts, mistakes or omissions of the brokers, its represents, agent or dependent that participate in the intermediation. The policies contracted are the following: Matter insured Amount Insured (UF) 60,000 Responsibility for errors and omissions policy 500 Civil responsibility policy (d) Provisions for contingencies loans: Established provisions for credit risk from contingencies operations are the followings: 2013 Mch$ 2012 Mch$ Credit lines 31,664 22,661 Bank guarantees 13,915 11,407 3,135 2,064 563 434 Guarantees and surety bonds Letters of credit Other commitments Total — 19 49,277 36,585 207 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27. Equity: (a)Capital (i) Authorized, subscribed and paid shares: As of December 31, 2013, the paid-in capital of Banco de Chile is represented by 93,175,043,991 registered shares (89,898,992,667 in 2012), with no par value, fully paid and distributed. As of December 31, 2013 Corporate Name or Shareholders’s name % of Equity Holding 30,353,093,809 32.58% Sociedad Administradora de la Obligacion Subordinada SAOS S.A. 28,593,701,789 30.69% Sociedad Matriz del Banco de Chile S.A. 12,138,543,602 13.03% Banco de Chile on behalf others Chapter. XIV Resolution 5412 and 43 2,885,367,588 3.10% Banco Itau Chile (on behalf foreign investors) 2,075,139,427 2.23% Ever 1 BAE S. P. A. 2,051,718,312 2.20% Ever Chile S. P. A. 2,051,718,254 2.20% Banchile Corredores de Bolsa S.A. 1,896,640,358 2.04% Inversiones Aspen Ltda. 1,420,073,692 1.52% Banco Santander (on behalf foreign investors) 1,143,062,776 1.23% J. P. Morgan Chase Bank 890,459,393 0.96% Inversiones Avenida Borgoño Limitada 458,199,794 0.49% BTG Pactual Chile S. A. Corredores de Bolsa 421,597,879 0.45% Larraín Vial S.A. Corredora de Bolsa 416,208,843 0.45% BCI Corredor de Bolsa S.A. 276,974,257 0.30% Santander S.A. Corredores de Bolsa 238,526,596 0.26% A F P Provida S.A. for Pension Fund 236,030,921 0.25% Inversiones CDP Limitada 206,235,748 0.22% A F P Cuprum S.A. for Pension Fund 177,464,400 0.19% Inversiones LQ-SM Limitada 154,270,484 0.17% 88,085,027,922 94.56% 5,090,016,069 5.44% 93,175,043,991 100.00% Subtotal Other shareholders Total 208 Number of Shares LQ Inversiones Financieras S.A. As of December 31, 2012 Corporate Name or Shareholders’s name Subscribed and and paid Chile Subscribed and and paid Chile -T Number of Shares % of Equity Holding LQ Inversiones Financieras S.A. 28,241,222,862 1,519,715,819 29,760,938,681 33.10 Sociedad Administradora de la Obligación Subordinada SAOS S.A. 28,593,701,789 — 28,593,701,789 31.81 Sociedad Matriz del Banco de Chile S.A. 12,138,537,826 — 12,138,537,826 13.50 Ever 1 BAE S. P. A. 1,926,331,458 — 1,926,331,458 2.14 Ever Chile S. P. A. 1,926,331,453 — 1,926,331,453 2.14 Banco de Chile on behalf others Chapter. XIV Resolution 5412 and 43 1,917,824,777 — 1,917,824,777 2.13 Banchile Corredores de Bolsa S.A. 1,634,542,641 55,731,549 1,690,274,190 1.88 Banco Itau Chile (on behalf foreign investors) 1,335,644,830 11,527,535 1,347,172,365 1.50 Inversiones Aspen Ltda. 1,333,288,591 — 1,333,288,591 1.48 J. P. Morgan Chase Bank 746,580,394 — 746,580,394 0.83 Banco Santander (on behalf foreign investors) 708,503,705 — 708,503,705 0.79 Inversiones Avenida Borgoño Limitada 495,315,368 30,675,913 525,991,281 0.59 Celfin Capital S.A. Corredores de Bolsa 499,986,263 13,917,749 513,904,012 0.57 Larraín Vial S.A. Corredora de Bolsa 325,708,628 12,306,250 338,014,878 0.38 Santander S.A. Corredores de Bolsa 326,666,567 4,433,433 331,100,000 0.37 BCI Corredor de Bolsa S.A. 280,512,369 12,782,432 293,294,801 0.33 A F P Provida S.A. for Pension Fund 287,285,362 — 287,285,362 0.32 BICE Inversiones Corredores de Bolsa S.A. 144,438,155 7,563,024 152,001,179 0.17 Valores Security S.A. Corredores de Bolsa 141,080,250 3,916,384 144,996,634 0.16 Inversiones y Asesorias Fabiola S.A. 135,681,958 6,080,951 141,762,909 0.16 83,139,185,246 1,678,651,039 84,817,836,285 94.35 4,898,628,265 182,528,117 5,081,156,382 5.65 88,037,813,511 1,861,179,156 89,898,992,667 100.00 Subtotal Other shareholders Total (ii)Shares: (ii.1) On May 13, 2013, Banco de Chile informed of the capitalization of 30% of the distributable net income obtained during the fiscal year ending December 31, 2012, through the issuance of fully paid-in shares, of no par value, agreed in the Extraordinary Shareholders Meeting held on March 21, 2013, which are as follows: In the said Extraordinary Shareholders Meeting, it was agreed to increase the Bank´s capital in the amount of Ch$86,201,422,505 through the issuance of 1,197,741,038 fully paid-in shares, of no par value, payable under the distributable net income for the year 2012 that was not distributed as dividends as agreed at the Ordinary Shareholders Meeting held on the same day. The issuance of fully in paid shares was registered in the Securities Register of the Superintendence of Banks and Financial Institutions with No. 2/2013, on May 10, 2013. The Board of Directors of Banco de Chile, at the meeting No. 2,775, dated May 9, 2013, set May 30, 2013, as the date for issuance and distribution of the fully paid in shares (ii.2)During the period 2013, it was finished subscription and payment of 2,078,310,286 shares by an amount of Ch$134,071 million, corresponding to the capital increase agreed in Extraordinary Shareholders Meeting held on October 17, 2012. 209 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (ii.3)The following table shows the share movements from December 31, 2011 to December 31, 2013: Ordinary shares 86,942,514,973 Capitalization of retained earnings (**) 1,095,298,538 — 1,095,298,538 — 1,861,179,156 1,861,179,156 88,037,813,511 1,861,179,156 89,898,992,667 — 2,078,310,286 2,078,310,286 Conversion of “Banco de Chile- T” shares into “Banco de Chile” shares(***) 3,939,489,442 (3,939,489,442) — Capitalization of retained earnings(****) 1,197,741,038 — 1,197,741,038 Total Shares as of December 31, 2013 93,175,043,991 — 93,175,043,991 Total shares subscribed and fully paid as of December 31, 2012 Shares subscribed and paid period 2013 (*) Capital increase as of October 17, 2012. (**) Capitalization of March 22, 2012 (***) See note No. 5 (i) (d) (****) Capitalization of May 13, 2013. See note No. 5 (i) (a) (b) Distributable income: For purposes of Law No. 19,396 (in particular Articles 24, 25 and 28 of such law) and the Central Bank Contract, Banco de Chile’s distributable net income will be determined by subtracting or adding to net income the correction of the value of the paid in capital and reserves according to the variation of the Consumer Price Index between November of the fiscal year prior to the one in which the calculation is made and November of the fiscal year in which the calculation is made. The difference between net income and distributable net income shall be registered in a reserve account since the first day of the fiscal year following the date when the calculation is made. This reserve account cannot be distributed or capitalized. Provisional article four shall be in force until the obligation of Law No. 19,396 owed by Sociedad Matriz del Banco de Chile S.A., directly or through its subsidiary SAOS S.A., has been fully paid. The amount distributable income for the period 2013 was by Ch$463,688 million (Ch$429,656 million in 2012). The above described agreement was subject to the consideration of the Council of the Central Bank of Chile, and such entity approved, in ordinary meeting that took place on December 3, 2009, determined to resolve in favor regarding the proposal. As stated, the retention of earnings for the year 2012 made in March 2013 amounted to Ch$36,193 million (Ch$58,092 millions of income for the year 2011 retained in March 2012). (c) Approval and payment of dividends: At the Ordinary Shareholders’ Meeting held on March 21, 2013, the Bank’s shareholders agreed to distribute and pay dividend No. 201 amounting to Ch$3.41625263165 per common share of Banco de Chile, with charge to net income for the year ended December 31, 2012. The amount of dividend paid of the period 2013 was Ch$343,455 million. At the Ordinary Shareholders’ Meeting held on March 22, 2012, the Bank’s shareholders agreed to distribute and pay dividend No. 200 amounting to Ch$2.984740 per common share of Banco de Chile, with charge to net income for the year ended December 31, 2011. The amount of dividend paid of the period 2012 was Ch$296,802 million. — Total shares Total shares as of December 31, 2011 Fully paid and subscribed shares 210 Ordinary T Series shares (*) 86,942,514,973 (d) Provision for minimum dividends: The Board of Directors established a minimum dividend distribution policy, where the Bank has to record a provision of 70% of net income as described in Note 2 (v). Accordingly, the Bank recorded a liability under the line item “Provisions” for an amount of MCh$324,582 (MCh$300,759 in 2012) against “Retained earnings”. (e) Earnings per share: (i) Basic earnings per share: Basic earnings per share are determined by dividing the net income attributable to the Bank shareholders in a period by the weighted average number of shares outstanding during the period. (ii) Diluted earnings per share: Diluted earnings per share are determined in the same way as Basic Earnings, but the weighted average number of outstanding shares is adjusted to take into account the potential diluting effect of stock options, warrants, and convertible debt. The basic and diluted earnings per share as of December 31, 2013 and 2012 are shown in the following table, also shows the income and share data used in the calculation of EPS: 2013 2012 Basic earnings per share: Net profits attributable to ordinary equity holders of the bank (in millions) Weighted average number of “Banco de Chile – T” (*) Weighted average number of ordinary shares Dividend per shares (in Chilean pesos) (**) 513,602 467,610 — 48,987,689 92,991,448,281 88,100,830,689 5.52 5.30 513,602 467,610 Diluted earnings per share: Net profits attributable to ordinary equity holders of the bank (in millions) Weighted average number of “Banco de Chile – T” (*) Weighted average number of ordinary shares Assumed conversion of convertible debt Adjusted number of shares Diluted earnings per share (in Chilean pesos) (**) — 48,987,689 92,991,448,281 88,100,830,689 — — 92,991,448,281 88,149,818,378 5.52 5.30 (*) “Banco de Chile – T” shares had same rights of other shares of Banco de Chile, with the exception that they did not allow its shareholders to receive dividends and/or fully paid-in shares respect income of 2012. (**) Capitalization of retained earnings is considered in the calculation of earnings per share. As of December 31, 2013 and 2012, the Bank did not have any instruments that could lead to a dilution of its ordinary shares. 211 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (f) Other comprehensive income: The cumulative translation adjustment is generated from the Bank’s translation of its investments in foreign companies, as it records the effects of foreign currency translation for these items in equity. During period of 2013 it was made a credit to equity for an amount of Ch$71 million (charge to equity for Ch$58 millions in 2012). The fair market value adjustment for available-for-sale instruments is generated by fluctuations in the fair value of that portfolio, with a charge or credit to equity, net of deferred taxes. During the period of 2013 it was made a net credit to equity for an amount of Ch$11,377 million (net credit to equity for Ch$19,639 millions in 2012). Cash flow hedge adjustment it consists in the portion of income of hedge instruments registered in equity produced in a cash flow hedge. During the period of 2013 it was made a charge to equity for an amount of Ch$14,455 million (credit to equity for Ch$1,429 millions for the period 2012). 28. Interest Revenue and Expenses: (a) On the financial statement closing date, the composition of income from interest and adjustments, not including income from hedge accounting, is as follows: 2013 Interest MCh$ Commercial loans Adjustment MCh$ 735,513 2012 Prepayment fees MCh$ 93,758 2,631 Total Mch$ 831,902 Interest MCh$ 691,745 Adjustment MCh$ Prepayment fees MCh$ 95,691 1,967 Total Mch$ 789,403 Consumer loans 558,365 1,283 8,339 567,987 514,599 1,063 7,245 522,907 Residential mortgage loans 193,135 92,036 3,719 288,890 168,937 93,775 3,913 266,625 66,135 18,698 — 84,833 60,791 15,546 — 76,337 Financial investment Repurchase agreements Loans and advances to banks Other interest revenue Total 1,645 1 — 1,646 2,786 — — 2,786 15,728 — — 15,728 12,993 — — 12,993 265 1,386 — 1,651 143 1,569 — 1,712 1,570,786 207,162 14,689 1,792,637 1,451,994 207,644 13,125 1,672,763 The amount of interest revenue recognized on a received basis for impaired portfolio in 2013 by Ch$8,734 million (Ch$9,038 million in 2012). (b) At the period end, the detail of income from suspended interest is as follows: 2013 Interest MCh$ 2012 Total Mch$ Interest MCh$ Adjustment MCh$ Total Mch$ Commercial loans 8,899 751 9,650 6,185 1,961 8,146 Residential mortgage loans 1,342 744 2,086 1,380 772 2,152 Consumer loans Total 212 Adjustment MCh$ 275 — 275 269 — 269 10,516 1,495 12,011 7,834 2,733 10,567 (c) As of each year end, interest and adjustment expenses (not including hedge gain) are detailed as follows: 2013 2012 Interest MCh$ Adjustment MCh$ Total Mch$ Interest MCh$ Adjustment MCh$ Total Mch$ Savings accounts and time deposits 439,553 43,047 482,600 441,256 55,729 496,985 Debt issued 134,585 64,745 199,330 109,742 60,480 170,222 Other financial obligations 1,977 837 2,814 2,117 961 3,078 Repurchase agreements 13,149 — 13,149 14,976 10 14,986 Borrowings from financial institutions 13,791 — 13,791 22,308 — 22,308 168 2,985 3,153 76 3,870 3,946 Demand deposits — 99 99 15 92 107 603,223 111,713 714,936 590,490 121,142 711,632 Income (loss) MCh$ Expenses MCh$ Other interest expenses Total (d) As of December 31, 2013 and 2012, the Bank uses interest rate swaps to hedge its position on the fair value of corporate bonds and commercial loans through micro-hedging. 2013 2012 Income (loss) MCh$ Expenses MCh$ Total Mch$ Gain from accounting hedges 20,804 14,015 34,819 3,632 3,003 6,635 Loss from accounting hedges (42,249) (3,450) (45,699) (12,637) — (12,637) (7,652) — (7,652) (2,291) — (2,291) (29,097) 10,565 (18,532) (11,296) 3,003 (8,293) Net gain on hedged items Total Total Mch$ (e) At the end of the period the summary of interest and expenses is as follows: 2013 Mch$ Interest revenue Interest expenses Subtotal Income accounting hedges (net) Total interest revenue and expenses, net 2012 Mch$ 1,792,637 1,672,763 (714,936) (711,632) 1,077,701 961,131 (18,532) (8,293) 1,059,169 952,838 213 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29. Income and Expenses from Fees and Commissions: 30. Net Financial Operating Income: The income and expenses for fees and commissions shown in the Consolidated Statements of Comprehensive Income refer to the following items: The gain (losses) from trading and brokerage activities is detailed as follows: 2013 Mch$ 2012 Mch$ Income from fees and commission 108,851 104,007 Collections and payments 64,135 60,341 Investments in mutual funds and other 54,833 56,043 Portfolio management(**) 35,920 31,446 Lines of credit and overdrafts 22,206 22,892 Fees for insurance transactions 18,840 17,404 Guarantees and letters of credit 17,611 14,454 Trading and securities management 17,526 16,892 Use of distribution channel 14,705 15,942 Use Banchile’s brand 12,551 12,356 4,054 3,955 15,501 17,035 386,733 372,767 Card services(*) Financial advisory services Other fees earned(**) Total income from fees and commissions Expenses from fees and commissions Credit card transactions(***) (75,083) (62,020) Sales force fees (11,815) (10,098) Fees for collections and payments (6,658) (6,534) Fees for securities transactions (3,103) (2,994) Sale of mutual fund units (2,318) (2,488) (662) (1,361) (99,639) (85,495) Other fees Total expenses from fees and commissions (*) During 2013 it was reclassified fees related to income from card services from “Other fees earned” to “Card services”. Reclassified amount in the period 2012 was Ch$1,600 millions. (**) During 2013 it was reclassified fees related to income from portfolio management from “Other fees earned” to “Portfolio management”. Reclassified amount in the period 2012 was Ch$4,129 millions. (***) See Note 2 (ae) about Reclassifications 214 2013 Mch$ 2012 Mch$ Financial assets held-for-trading 25,434 18,798 Sale of available-for-sale instruments 14,881 8,088 314 146 Sale of loan portfolios (1,089) 2,567 Derivative instruments (28,456) (4,852) Total 11,084 24,747 2013 Mch$ 2012 Mch$ Net loss on other transactions 31. Foreign Exchange Transactions, net: Net foreign exchange transactions are detailed as follows: 65,802 (196) 7,451 (9,404) Indexed foreign currency (1,796) 44,736 Total 71,457 35,136 (Loss) gain from accounting hedges (Loss) gain on translation difference, net 32. Provisions for Loan Losses: The movement of the results during 2013 and 2012, by concept of provisions, is summarized as follows: loans to customers Loans and advances to banks 2013 MM$ Mortgage loans Commercial loans 2012 MM$ 2013 MM$ 2012 MM$ 2013 MM$ Consumer loans 2012 MM$ 2013 MM$ Contingent loans Subtotal 2012 MM$ 2013 MM$ 2012 MM$ 2013 MM$ Total 2012 MM$ 2013 MM$ 2012 MM$ Provisions established: Individual provisions Group provisions Provisions established, net (333) — (39,165) (13,668) — — — — (39,165) (13,668) (3,955) (1,029) (43,453) (14,697) — — (49,808) (46,807) (5,665) (4,428) (167,496) (160,775) (222,969) (212,010) (8,737) (222) (231,706) (212,232) (333) — (88,973) (60,475) (5,665) (4,428) (167,496) (160,775) (262,134) (225,678) (12,692) (1,251) (275,159) (226,929) Provisions released: Individual provisions — 47 — — — — — — — — — — — 47 Group provisions — — — — — — — — — — — — — — Provisions released, net Provision, net — 47 — — — — — — — — — — — 47 (333) 47 (88,973) (60,475) (5,665) (4,428) (167,496) (160,775) (262,134) (225,678) (12,692) (1,251) (275,159) (226,882) Additional provision — — (10,000) (2,271) — — — — (10,000) (2,271) — — (10,000) (2,271) Recovery of written-off assets — — 13,921 14,893 1,927 1,971 27,698 24,099 43,546 40,963 — — 43,546 40,963 (333) 47 (85,052) (47,853) (3,738) (2,457) (139,798) (136,676) (228,588) (186,986) (12,692) (1,251) (241,613) (188,190) Provisions, net allowances for credit risk According to the Administration, the provisions constituted by credit risk, covers probable losses that could arise from the non-recovery of assets. 33. Personnel Expenses: Personnel expenses in 2013 and 2012 are detailed as follows: 2013 Mch$ 2012 Mch$ 192,182 185,479 Bonuses 76,285 71,674 Lunch and health benefits 22,631 21,954 Staff severance indemnities 10,523 10,408 2,877 1,671 18,738 18,679 323,236 309,865 Remuneration Training expenses Other personnel expenses Total 215 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 34. Administrative Expenses: 35. Depreciation, Amortization and Impairment: As of December 31, 2013 and 2012, administrative expenses are detailed as follows: (a) Amounts charged to income for depreciation and amortization during the 2013 and 2012 periods are detailed as follows: 2013 Mch$ 2012 Mch$ Information Technology and communications 50,465 48,670 Depreciation and amortization Maintenance and repair of property and equipment 28,067 29,332 Office rental 20,176 19,589 Depreciation of property and equipment (Note No.16a) Securities and valuables transport services 9,741 9,217 Amortization of intangibles assets (Note No.15b) Office supplies 8,375 6,346 Total Rent ATM area 7,496 7,283 External advisory services 6,843 7,601 Lighting, heating and other utilities 4,394 4,733 Representation and transferring of personnel 4,359 3,611 Legal and notary 3,781 3,291 Insurance premiums 3,121 2,897 P.O box, mail and postage 2,892 2,739 Impairment loss on investment instruments — 551 Donations 1,929 2,029 Home delivery products 1,430 1,648 Impairment loss on property and equipment (Note No.16a) 757 348 Equipment rental 1,204 1,164 Impairment loss on intangibles assets(*) 1,490 — Collection service 1,012 880 Total 2,247 899 592 776 — 40 General administrative expenses Fees for professional services SBIF fines Other general administrative expenses Subtotal 8,351 8,871 164,228 160,717 Outsources services 23,471 21,316 Data processing 7,159 7,646 Expenditure on external technological developments 6,430 6,196 Certification and testing technology 4,314 4,342 Other 2,743 2,515 44,117 42,015 2,110 2,042 Credit pre-evaluation services Subtotal Board expenses Board remunerations 479 614 2,589 2,656 Advertising 29,053 30,572 Subtotal 29,053 30,572 Contribution to the Superintendency of Banks 6,949 6,434 Real estate contributions 3,101 2,672 Patents 1,675 1,379 Other board expenses Subtotal Marketing expenses Taxes, payroll taxes and contributions Other taxes Subtotal Total 216 789 1,014 12,514 11,499 252,501 247,459 2013 Mch$ 2012 Mch$ 19,280 20,614 9,629 10,343 28,909 30,957 (b) As of December 31, 2013 and 2012, the impairment loss is detailed as follows: 2013 Mch$ 2012 Mch$ Impairment loss (*) As of December 31, 2013, it is recognised impairment by an amount of $1,462 million that at the end of this period it has been not applied. 36. Other Operating Income: 37. Other Operating Expenses: During 2013 and 2012, the Bank and its subsidiaries present the following under other operating income: During 2013 and 2012, the Bank and its subsidiaries incurred the following other operating expenses: 2013 Mch$ 2012 Mch$ Income for assets received in lieu of payment Income from sale of assets received in lieu of payment Other income Subtotal 6,126 5,674 113 8 6,239 5,682 1,336 1,174 — — Other provisions for contingencies 1,376 624 2,712 1,798 Other income Rental income 7,440 6,007 Recovery from external branches 2,264 2,379 Expense recovery 2,044 2,782 Sale of recoveries charge-off leased assets 1,626 113 934 315 Monthly prepaid taxes revaluation Indemnities received 901 — Income from differences sale leased assets 614 135 Gain on sale of property and equipment 224 325 Fiduciary and trustee commissions 201 466 Refund of insurance 40 18 Foreign trade income 27 51 17 275 Others 1,938 1,715 Subtotal 18,270 14,581 27,221 22,061 Income tax management Total 1,891 2,600 502 622 51 100 2,444 3,322 Country risk provisions — — Special provisions for foreign loans — — Other provisions for contingencies 582 1,109 Subtotal 582 1,109 Provisions and write-off other assets 4,745 6,333 Write-offs for operating risks 4,145 9,526 Card administration Charge-off assets received in lieu of payment Expenses to maintain assets received in lieu of payment Provisions for assets received in lieu of payment Special provisions for foreign loans Subtotal 2012 Mch$ Provisions and expenses for assets received in lieu of payment Release of provisions for contingencies Country risk provisions 2013 Mch$ Subtotal Provisions for contingencies Other expenses 1,106 1,113 Provision for recovery of leased assets 852 227 Mortgage life insurance 432 309 Contributions to government organizations 218 225 Civil judgments 209 224 5 7 Losses on sale of property and equipment Others 1,313 59 Subtotal 13,025 18,023 16,051 22,454 Total 217 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 38. Related Party Transactions: The related parties of companies and their subsidiaries include entities of the company’s corporate group; corporations which are the company’s parent company, associated companies, subsidiaries, associates; directors, managers, administrators, main executives or receivers of the company on their own behalf or in representation of persons other than the company, and their respective spouses or family members up to the second degree of consanguinity or affinity, as well as any entity directly or indirectly controlled through any of them, the partnerships or companies in which the aforementioned persons are owners, directly or through other individuals or corporations, of 10% or more of their capital or directors, managers, administrators or main executives; any person that on their own or with others with whom they have a joint action agreement can designate at least one member of the company’s management or controls 10% or more of the capital or of the voting capital, if dealing with a public corporation; those that establish the company’s bylaws, or with a sound basis identify the directors’ committee; and those who have held the position of director, manager, administrator, main executive or receiver within the last eighteen months. Corporations Art. 147, states that a public corporation can only enter into transactions with related parties when the objective is to contribute to the company’s interests, when terms of price, terms and conditions are commensurate to those prevailing in the market at the time of their approval and comply with the requirements and procedures stated in the same standard. Moreover, article 84 of the General Banking Law establishes limits for loans granted to related parties and prohibits the granting of loans to the Bank’s directors, managers and general representatives. 218 (a) Loans to related parties: The following table details loans and accounts receivable, contingent loans and assets related to trading and investment securities, corresponding to related entities. Production Companies (*) Investment Companies (**) 2013 Mch$ 2012 Mch$ 287,500 — Individuals (***) 2013 Mch$ 2012 Mch$ 2013 Mch$ 250,983 70,004 63,576 1,199 — — — 16,911 Total 2012 Mch$ 2013 Mch$ 2012 Mch$ 704 358,703 315,263 14,974 16,911 14,974 Loans and accounts receivable: Commercial loans Residential mortgage loans Consumer loans Gross loans — — — — 3,790 3,920 3,790 3,920 287,500 250,983 70,004 63,576 21,900 19,598 379,404 334,157 (929) (761) (152) (136) (52) (68) (1,133) (965) 286,571 250,222 69,852 63,440 21,848 19,530 378,271 333,192 Guarantees 1,109 1,864 — — — — 1,109 1,864 Letters of credits 3,390 280 — — — — 3,390 280 Banks guarantees 23,172 24,361 1,599 2,374 — — 24,771 26,735 Immediately available credit lines 58,023 46,179 9,519 4,532 10,165 9,320 77,707 60,031 Total off balance sheet account 85,694 72,684 11,118 6,906 10,165 9,320 106,977 88,910 (34) (44) (1) (1) — — (35) (45) 85,660 72,640 11,117 6,905 10,165 9,320 106,942 88,865 27,122 31,034 55 55 14,476 15,325 41,653 46,414 Warrant — — — — — — — — Pledge 13 13 — — 7 7 20 20 2,849 2,842 17,300 17,300 10 10 20,159 20,152 29,984 33,889 17,355 17,355 14,493 15,342 61,832 66,586 Provision for loan losses Net loans Off balance sheet accounts Provision for contingencies loans Off balance sheet account, net Amount covered by Collateral Mortgage Other (****) Total collateral Acquired Instruments For trading purposes For investment purposes Total acquired instruments 1,078 — — — — — 1,078 — — — — — — — — — 1,078 — — — — — 1,078 — (*) Production companies are legal entities which comply with the following conditions: i) They engage in productive activities and generate a separable flow of income, ii) Less than 50% of their assets are trading securities or investments. (**) Investment companies include those legal entities that do not comply with the conditions for production companies and are profit-oriented. (***)Individuals include key members of the management, who directly or indirectly posses the authority and responsibility of planning, administrating and controlling the activities of the organization, including directors. This category also includes their family members who are expected to have an influence or to be influenced by such individuals in their interactions with the organization. (****)These guarantees correspond mainly to shares and other financial guarantees 219 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (b) Other assets and liabilities with related parties: 2013 Mch$ 2012 Mch$ Assets Cash and due from banks 12,692 11,174 Derivative instruments 76,532 107,487 2,847 2,931 92,071 121,592 Demand deposits 123,223 87,480 Savings accounts and time deposits 233,172 378,965 Other assets Total Liabilities Derivative instruments Borrowings from financial institutions Other liabilities Total 85,694 83,582 192,682 134,820 23,836 9,044 658,607 693,891 (c) Income and expenses from related party transactions (*): 2013 Type of income or expense recognized Expense MCh$ Income MCh$ Expense MCh$ Interest and revenue expenses 21,280 15,917 18,759 21,501 Fees and commission income 61,560 35,897 56,717 33,337 130,344 177,692 188,990 152,819 Provision for credit risk 81 — — 677 Operating expenses — 66,313 — 64,213 Financial operating Other income and expenses Total (*) This detail does not constitute an Income Statement for related party transactions since assets with these parties are not necessarily equal to liabilities and each item reflects total income and expense and does not correspond to exact transactions. (d) Related party contracts: There are no any contracts entered during 2013 and 2012 which does not represent a customary transaction within the Bank’s line of business with general customers and which accounts for amounts greater than UF 1,000. 220 Income MCh$ 2012 553 27 744 40 213,818 295,846 265,210 272,587 (e) Payments to key management personnel: 2013 Mch$ 2012 Mch$ Remunerations 3,372 3,820 Short-term benefits 3,093 3,871 418 668 Stock−based benefits — — Others — — 6,883 8,359 Contract termination indemnity Total Conformación del personal clave: N° of executives Position 2013 2012 1 CEO 1 6 8 Division Managers 12 12 Total 19 21 CEOs of subsidiaries (f) Directors’ expenses and remunerations: Remunerations Name of Directors 2013 Mch$ 2012 Mch$ Fees for attending Board meetings 2013 Mch$ 2012 Mch$ Fees for attending Committees and Subsidiary Board meetings (1) 2013 Mch$ 2012 Mch$ Consulting 2013 Mch$ 2012 Mch$ Total 2013 Mch$ 2012 Mch$ Pablo Granifo Lavín 363 (*) 358 (*) 48 45 321 294 — — 732 697 Andrónico Luksic Craig 149 147 13 8 — — — — 162 155 Jorge Awad Mehech 50 49 24 23 113 110 — — 187 182 Gonzalo Menéndez Duque 50 49 20 21 110 112 — — 180 182 Jaime Estévez Valencia 50 49 23 23 97 92 — — 170 164 Francisco Pérez Mackenna 50 49 21 17 60 50 — — 131 116 Rodrigo Manubens Moltedo 50 49 23 23 52 49 — — 125 121 Jorge Ergas Heyman 50 49 19 17 46 47 — — 115 113 Thomas Fürst Freiwirth 50 49 20 18 39 37 — — 109 104 Jean-Paul Luksic Fontbona 34 — 10 — 2 — — — 46 — Guillermo Luksic Craig 12 49 — 4 — — — — 12 53 Jacob Ergas Ergas — — — — 8 9 — — 8 9 Other directors’ subsidiaries — — — — 149 165 — — 149 165 908 897 221 199 997 965 — — 2,126 2,061 Total (1) Includes fees paid to members of the Advisory Committee of Banchile Corredores de Seguros Ltda. of MCh$15 (MCh$19 in 2012). (*) Includes a provision of MCh$214(MCh$210 in 2012) for an incentive subject to achieving the Bank’s forecasted earnings. Fees paid for advisory services to the Board of Directors amount to MCh$273 (MCh$266 in 2012). Travel and other related expenses amount to MCh$190 (MCh$329 in 2012). 221 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 39. Fair Value of Financial Assets and Liabilities: The bid/offer spread adjustment reflects the expected impact on fair value due to close long or short positions in a specific market factor and term, valuated at midpoint. For example, long positions in an asset will be impacted in order to reflect the fact that in selling that position will be quoted at bid instead at midpoint. For the bid/offer spread adjustment, market quotes or indicative prices for each position, instrument, currency and term are used. Bid, mid and offer market quotes are considered. Banco de Chile and its subsidiaries have defined a corporate framework for the Fair Value measurement and control to accomplish the Fair Value process according to local regulations, market standards and best practices in the industry. This framework is contained into the Banco de Chile’s Fair Value Policy. One of the most important definition in this framework is the Product Control Unit, hereinafter PCU, function. This area is independent from both the principal management and the business unit, and reports to the CFO of Banco de Chile. This area is responsible for the independent verification of Profit and Losses, and Fair Value measurement and control for all Treasury transactions; Trading, Funding and gapping and Investments deals. To accomplish the measurements and controls, Banco de Chile and its subsidiaries, take into account at least the following aspects: The liquidity adjustment considers the relative size to the market of each position in the portfolio. This adjustment is intended to reflect the relative size of Banco de Chile and the deepness of the markets. For this adjustment, the size of each position, recent transaction in active markets and recently observed liquidity are taking into account. (v) Fair value control To ensure that the market input parameters that Banco de Chile is using for fair value calculations represent the state of the market and the best estimate of fair value, the PCU unit runs on a daily basis an independent verification of prices and rates. This process aims to set a preventive control on the official market parameters provided by the respective business area. A comparative control based on Mark-to-Market differences, using one set of inputs prepared by the business area and one set prepared by the PCU, is conducted before fair value calculations. The output of this process is a set of differences in fair value by currency, product and portfolio. These differences are compared with specific ranges by grouping level; currency, product and portfolio. In the event when significant differences were detected, these differences are scaled according to the amount of materiality for each grouping level, from a single report to the trader until a report to the Board. These ranges of materiality control are approved by the Assets and Liabilities Committee (ALCO). (i) Industry standards of fair value measurements In the fair value calculation process, is used standard methodologies; closing prices, discounted cash flows and option models, Black-Scholes model, in the options case. The input parameters are rates, prices and volatility levels for each term and market factor that can change the fair value of any instrument in the portfolio. (ii) Quoted prices in active markets The fair value for instruments with quoted prices in active markets is determined using daily quotes from electronic systems information as Bloomberg and Bolsa de Comercio de Santiago terminals. This quote represents the price at which the instrument is frequently buy and sell in financial markets. The prices used for determine the fair value of each instrument corresponds to the midpoint for a specific market factor, currency and term. Complementary and in parallel, the PCU generates daily reports of P&L and risk market exposure. These two kind of reports allows adequate control and consistency of the parameters used in the valuation, looking backwards revision. (iii) Valuation techniques (vi) Judgmental analysis and information to Senior Management If there is not market quotes in active markets for the financial instrument, valuation techniques will be used to determine the fair value. Due to the fact that fair value models requires a set of market parameters as inputs, it is part of the fair value process to maximize the utilization based in observable quoted prices or derived from similar instruments in active markets. Nevertheless there are some cases for which neither quoted prices nor derived prices are available; in these cases external data from specialized providers, brokers such as ICAP, price for similar transactions and historical information it is used for validate the parameters that will be used as inputs. (iv) Fair value adjustments Part of the fair value process consist in adjustment, Market Value Adjustments or MVA for short, to take into account two different market facts; bid/offer spreads and market factors liquidity. These adjustments are calculated and analyzed by the PCU and Risk Market areas. In particular no cases where there is no market quotations for the instrument, similar transaction prices or indicative parameters, a reasoned analysis and specific controls should be made to estimate the fair value of the operation or transaction. Within the Banco de Chile’s framework for fair value, described in the Fair Value Policy approved by the Board of Banco de Chile, the approval level required for operate this kind of instruments, there is no market information or cannot be inferred from prices or rates, is established. (a) Fair value hierarchy Banco de Chile and his subsidiaries, taken into account the preceding statements, classify all the financial instruments among the following levels: Level 1: Observable, quoted price in active markets for the same instrument or specific type of transaction to be evaluated. In this level are considered the following instruments: currency futures, Chilean central bank and treasury securities, mutual funds investments and equity. 222 For the Chilean central bank and treasury securities, all instruments that belong to one of the following benchmark groups will be considered as Level 1: Pesos-02, Pesos-05, Pesos-07, Pesos-10, UF-02, UF-05, UF-07, UF-10, UF20, UF-30. A benchmark group is composed by a number of instruments that have similar duration and share the same quoted price within the group. This condition allows for a greater depth of the market, assuring daily observable quotes. For each and every one of these instruments exist daily observable market valuation parameters; internal rates of return and closing prices, respectively, therefore no assumptions are needed to calculate the fair value. For currency futures as well as mutual funds and equity, closing prices times the number of instruments is used for fair value calculations. For Chilean central bank and treasury securities the internal rate of return is used to discount every cash flow and obtain the fair value of each instrument, for each currency; CLP or CLF. Instruments classified as level 3 correspond to Corporate Debt issued mainly Chilean and foreign companies, issued both in Chile and abroad. These instruments are classified, for accounting purposes, as Available for Sale. For this securities classified as level 3, the indicative internal rate of return is used to discount every cash flow and obtain the fair value of each instrument, for each currency. In this case only external data from specialized providers, brokers such as ICAP, Riskamerica and Interactive Data, it is used to for validate the parameters that will be used as inputs. For this level corresponds to the described technique used by both the Bolsa de Comercio de Santiago de Chile as Bloomberg, and correspond to the standard methodology used in the local and international market. The preceding described methodology corresponds to the one utilized for the Bolsa de Comercio de Santiago (Santiago’s main Exchange) and is recognized as the standard in the market. Level 2: No market quotes are available for the specific financial instrument, or the observable prices are sporadic and therefore the market does not have enough depth. For instruments in this level the valuation is done based on inference from observable market parameters; quoted prices for similar instruments in active markets. This level is composed mostly by derivatives, currency and rate derivatives, bank’s debt securities, mortgage claims, money market instruments and less liquid Chilean central bank and treasury securities. For derivatives the fair value process depend upon his value is impacted by volatility as a relevant market factor; if is the case, Black-Scholes-Merton type of formula it is used. For the rest of the derivatives, swaps and forwards, net present value through discounted cash flows is used. For securities classified as level 2, the obtained internal rate of return is used to discount every cash flow and obtain the fair value of each instrument, for each currency. In the event that there is no observable price for an instrument in a specific term, the price will be inferred from the interpolation between periods that do have observable quoted price in active markets. These models incorporate various market variables, including foreign exchange rates and interest rate curves. In some cases external data from specialized providers, brokers such as ICAP and Riskamerica, price for similar transactions and historical information it is used for validate the parameters that will be used as inputs. The techniques described above are used by the Santiago Stock Exchange in Chile, Bloomberg or the Over-the-Counter, and correspond to the standard methodology used in the local and international markets. Level 3: The input parameters used in the valuation of financial instruments classified in this level, are not observable through market quotes in active markets neither can be inferred directly from other transaction information in active markets. 223 NOTAS A LOS ESTADOS FINANCIEROS CONSOLIDADOS (b) Level hierarchy classification and figures The following table shows the figures by hierarchy, for instruments registered at fair value. level 1 Financial Assets level 2 2013 Mch$ level 3 2013 Mch$ 2012 Mch$ 2012 Mch$ 2013 Mch$ 31,326 65,548 33,611 6,831 — 1,034 188 255,597 87,115 5,353 total 2012 Mch$ 2013 Mch$ 2012 Mch$ — 64,937 72,379 — 261,984 87,303 Financial assets held-for-trading from the Chilean Government and Central Bank Other instruments issued in Chile — — — — — — — — Mutual fund investments 66,213 33,042 — — — — 66,213 33,042 Subtotal 98,573 98,778 289,208 93,946 5,353 — 393,134 192,724 Forwards — — 41,673 70,166 — — 41,673 70,166 Swaps — — 291,429 258,496 — — 291,429 258,496 Call Options — — 2,301 472 — — 2,301 472 Put Options — — 600 341 — — 600 341 Futures — — — — — — — — Subtotal — — 336,003 329,475 — — 336,003 329,475 Swaps — — 38,685 22 — — 38,685 22 Subtotal — — 38,685 22 — — 38,685 22 163,875 136,554 422,533 115,230 — — 586,408 251,784 — — 714,747 646,079 296,327 278,073 1,011,074 924,152 Instruments issued abroad Derivative contracts for trading purposes Hedge accounting derivative contracts Financial assets available-for-sale from the Chilean Government and Central Bank Other instruments issued in Chile 42,236 30,538 — — 33,986 57,966 76,222 88,504 206,111 167,092 1,137,280 761,309 330,313 336,039 1,673,704 1,264,440 304,684 265,870 1,801,176 1,184,752 335,666 336,039 2,441,526 1,786,661 Forwards — — 65,396 81,790 — — 65,396 81,790 Swaps — — 343,467 264,052 — — 343,467 264,052 Opciones Call — — 3,559 395 — — 3,559 395 Opciones Put — — 705 387 — — 705 387 Futures — — — — — — — — Other — — — — — — — — Subtotal — — 413,127 346,624 — — 413,127 346,624 Swaps — — 32,005 33,698 — — 32,005 33,698 Subtotal — — 32,005 33,698 — — 32,005 33,698 — — 445,132 380,322 — — 445,132 380,322 Instruments issued abroad Subtotal Total Financial Liabilities Derivative contracts for trading purposes Hedge derivative contracts Total 224 (1) As of December 31, 2013, 92% of instruments of level 3 have denomination “Investment Grade”, meaning are assets with a classification BBB- or higher. Also, 90% of total of these financial instruments correspond to domestic issuers. (c) Level 3 reconciliation The following table shows the reconciliation between stock at the beginning and the end of balance periods for instruments classified in Level 3: As of December 31, 2013 Financial Assets Balance as of January 1, 2013 MCh$ Gain (Loss) Recognized in Income MCh$ Gain (Loss) Recognized in Equity MCh$ Purchases, Sales and Agreements, net MCh$ Transfer to Level 1 and 2 MCh$ Balance as of December 31, 2013 MCh$ Financial assets held-for-trading From Government and Chilean Central bank instruments — — — — Other instruments issued in Chile — Instruments issued abroad — — — (1,526) — — — 6,879 — 5,353 — — — Mutual funds — — — — — — Subtotal — (1,526) — 6,879 — 5,353 — — — — — — 278,073 (5,441) 4,903 18,792 — 296,327 57,966 (4,320) 412 (20,072) — 33,986 Available for Sale Instruments From Government and Chilean Central bank instruments Other instruments issued in Chile Instruments issued abroad Subtotal Total 336,039 (9,761) 5,315 (1,280) — 330,313 336,039 (11,287) 5,315 5,599 — 335,666 As of December 31, 2012 Financial Assets Balance as of January 1, 2012 MCh$ Gain (Loss) Recognized in Income MCh$ Gain (Loss) Recognized in Equity MCh$ Purchases, Sales and Agreements, net MCh$ Transfer to Level 1 and 2 MCh$ Balance as of December 31, 2012 MCh$ Financial assets held-for-trading Central bank instruments Other instruments issued in Chile Instruments issued abroad Mutual funds Subtotal — — — — 585 — — — 183 — (768) — — — — — — — — — — — — — 585 183 — (768) — — Available for Sale Instruments — — — — — — Other instruments issued in Chile 321,378 1,511 (1,410) (43,406) — 278,073 Instruments issued abroad 128,403 (5,713) 19,666 (59,432) (24,958) 57,966 Subtotal 449,781 (4,202) 18,256 (102,838) (24,958) 336,039 450,366 (4,019) 18,256 (103,606) (24,958) 336,039 Central bank instruments Total 225 NOTAS A LOS ESTADOS FINANCIEROS CONSOLIDADOS (d) Sensitivity of level 3 instruments to changes in key assumptions of the input parameters for the valuation model. The following table shows the sensitivity, by instrument, for instruments classified as level 3 to changes in key assumptions: As of December 31, 2013 Financial Assets Level 3 MCh$ As of December 31, 2012 Sensitivity to changes in key assumptions of models MCh$ Level 3 MCh$ Sensitivity to changes in key assumptions of models MCh$ Financial assets held-for-trading Other instruments issued in Chile 5,353 (320) — — Total 5,353 (320) — — 296,327 (3,971) 278,073 (802) 33,986 (227) 57,966 (762) 330,313 (4,198) 336,039 (1,564) Financial assets available-for-sale Other instruments issued in Chile Instruments issued abroad Total With the purpose to determine the sensitivity of the financial investments to changes in significant factors market, the Bank has made alternative calculations at fair value, changing those key parameters for the valuation and which are not directly observables in screens. In the case of financial assets presented above table, which corresponds to bank bonds and corporate bonds, considering that these instruments do not have current prices or observables, was used as inputs prices, prices based on broker quotes or runs. Prices are generally calculated as a base rate plus a spread. For local bonds, this was determined by applying only a 10% impact on the price, while for offshore bonds this was determined by applying only a 10% impact on the spread because the base rate is hedged with instruments on interest rate swaps so-called hedge accounting. The impact of 10% is considered a reasonable move considering the market performance of these instruments and comparing it against the adjustment bid/offer that is provided for by these instruments. The methodology described above begins in the period 2013. Before that date, the methodology consisted in compare the valuation of these instruments using market rates given by Trading Desk of the Bank, with the same calculate, but using rates of independent sources. If this methodology had used in balances as of December 31, 2012, the effect would have been less income of MCh$5,276 million. 226 (e) Other assets and liabilities The following table summarizes the fair values of the Bank’s main financial assets and liabilities that are not recorded at fair value in the Statement of Financial Position. The values shown in this note do not attempt to estimate the value of the Bank’s income-generating assets, nor forecast their future behavior. The estimated fair value is as follows: Book Value 2013 Mch$ Fair Value 2012 Mch$ 2013 Mch$ 2012 Mch$ Assets Cash and due from banks 873,308 684,925 873,308 684,925 Transactions in the course of collection 374,471 396,611 374,471 396,611 Receivables from repurchase agreements and security borrowing Subtotal 82,422 35,100 82,422 35,100 1,330,201 1,116,636 1,330,201 1,116,636 Loans and advances to banks Domestic banks Central bank 99,976 14,304 99,976 14,304 600,581 1,100,696 600,581 1,100,696 361,499 228,322 361,499 228,322 1,062,056 1,343,322 1,062,056 1,343,322 12,788,810 11,484,276 12,695,722 11,473,251 Residential mortgage loans 4,713,805 4,182,587 4,760,593 4,201,091 Consumer loans 2,886,418 2,667,467 2,914,188 2,683,593 Subtotal 20,389,033 18,334,330 20,370,503 18,357,935 Total 22,781,290 20,794,288 22,762,760 20,817,893 Foreign banks Subtotal Loans to customers, net Commercial loans Liabilities 5,984,332 5,470,971 5,984,332 5,470,971 Transactions in the course of payment 126,343 159,218 126,343 159,218 Payables from repurchase agreements and security lending 256,766 226,396 256,766 226,396 10,402,725 9,612,950 10,422,095 9,589,643 989,465 1,108,681 984,999 1,103,252 Current accounts and other demand deposits Savings accounts and time deposits Borrowings from financial institutions 210,926 162,123 210,926 162,123 17,970,557 16,740,339 17,985,461 16,711,603 Letters of credit for residential purposes 67,514 85,967 70,351 87,088 Letters of credit for general purposes 18,977 29,229 19,775 29,610 3,533,462 2,412,233 3,446,571 2,282,014 747,007 746,504 739,184 726,369 Other financial obligations Subtotal Debt Issued Bonds Subordinate bonds Subtotal 4,366,960 3,273,933 4,275,881 3,125,081 Total 22,337,517 20,014,272 22,261,342 19,836,684 227 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The fair value of assets not presented at fair value in the Statement of Financial Position is derived from balance sheet stocks and cash flows that Banco de Chile expects to receive, discounted using the relevant market interest rate for each type of transaction. These lasts cash flows are obtained from regulatory reports, in particular the C40 report. The C40 report contains cash flows, in future value, for assets and liabilities, by maturity and currency. For long term assets and liabilities, contractual cash flows are used to calculate the fair value. The cash flows are discounted by type of asset and currency to obtain their present value. The discount rates used to calculate the present value for each type of asset and liability correspond to the marginal rates of each product, considering specific rates by currency and term to capture both the risk inherent to the term as well as the expected level of each currency. For financial assets and liabilities that have a short term maturity (less than three months) it is assumed that the carrying amounts approximate their fair value. This assumption is also applied to demand deposits and savings accounts without specific maturity. For loans, contractual cash flows and loan loss provisions are used to calculate the fair value. The cash flows are discounted by type of asset and currency to obtain their present value. Consecutively, the loan loss provision, by type of asset, is subtracted from the present value to take into account the fact that the Bank has already model the estimate probability that his customers do not fulfill their obligations. The fair value of liabilities that do not have quoted market prices, it is based on discounted cash flows, using interest rates to similar terms. (f) Offsetting of financial assets and liabilities The Bank trades financial derivatives with foreign counterparties using ISDA Master Agreement (International Swaps and Derivatives Association, Inc.), under legal jurisdiction of the City of New York – USA or London – United Kingdom. Legal framework in these jurisdictions, along with documentation mentioned, it allows to Banco de Chile the right to anticipate the maturity of the transaction and then, offset the net value of those transactions in case of default of counterparty. The Bank has negotiated with these counterparties an additional annex (CSA Credit Support Annex), including other credit mitigating, such as margins about a certain threshold, early termination (optional or mandatory), coupon adjustment transaction over a certain threshold amount, etc. Below are detail contracts susceptible to offset: Fair Value MCh$ 228 Negative Fair Value of contracts with right to offset MCh$ Positive Fair Value of contracts with right to offset MCh$ Financial Collateral MCh$ Net Fair Value MCh$ Derivative financial assets as of December 31, 2013 374,688 (42,315) (116,095) (31,651) 184,627 Derivative financial assets as of December 31, 2012 329,497 (104,142) (43,099) (42,635) 139,621 40. Maturity of Assets and Liabilities: The table below shows details of loans and other financial assets and liabilities grouped in accordance with their remaining maturity, including accrued interest as of December 31, 2013 and 2012, respectively. Trading and available for sale instruments are included at their fair value: 2013 Over 1 month and up to 3 months MCh$ Over 3 months and up to 12 months MCh$ Over 1 year and up to 3 years MCh$ Over 3 years and up to 5 years MCh$ Assets Up to 1 month MCh$ Cash and due from banks 873,308 — — — — — 873,308 Transactions in the course of collection 374,471 — — — — — 374,471 Financial Assets held-for-trading 393,134 — — — — — 393,134 58,429 12,250 11,743 — — — 82,422 Receivables from repurchase agreements and security borrowing Derivative instruments Loans and advances to banks (*) Loans to customers (*) Financial assets available-for-sale Financial assets held-to-maturity Total assets Over 5 years MCh$ Total Mch$ 15,374 21,074 53,595 94,914 86,438 103,293 374,688 791,112 116,968 155,268 — — — 1,063,348 2,962,896 1,988,697 4,014,131 4,543,507 2,252,631 5,107,649 20,869,511 116,319 63,919 184,940 442,170 466,247 400,109 1,673,704 — — — — — — — 5,585,043 2,202,908 4,419,677 5,080,591 2,805,316 5,611,051 25,704,586 Over 3 years and up to 5 years MCh$ Over 5 years MCh$ Total Mch$ 2012 Over 1 month and up to 3 months MCh$ Over 3 months and up to 12 months MCh$ Over 1 year and up to 3 years MCh$ Assets Up to 1 month MCh$ Cash and due from banks 684,925 — — — — — 684,925 Transactions in the course of collection 396,611 — — — — — 396,611 Financial Assets held-for-trading 192,724 — — — — — 192,724 8,338 855 25,907 — — — 35,100 19,155 26,190 85,576 93,733 40,801 64,042 329,497 Receivables from repurchase agreements and security borrowing Derivative instruments Loans and advances to banks (*) 1,152,642 14,409 177,230 — — — 1,344,281 Loans to customers (*) 2,676,443 1,863,499 3,512,461 4,110,399 1,945,584 4,653,379 18,761,765 272,371 171,017 343,665 152,075 132,382 192,930 1,264,440 — — — — — — — 5,403,209 2,075,970 4,144,839 4,356,207 2,118,767 4,910,351 23,009,343 Financial assets available-for-sale Financial assets held-to-maturity Total assets (*) The respective provisions, which amount to MCh$480,478 (MCh$427,435 in 2012) for loans to customers and MCh$1,292 (MCh$959 in 2012) for borrowings from financial institutions, have not been deducted from these balance. 229 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2013 Liabilities Up to 1 month MCh$ Over 1 month and up to 3 months MCh$ Over 3 months and up to 12 months MCh$ Over 1 year and up to 3 years MCh$ Over 3 years and up to 5 years MCh$ Over 5 years MCh$ Total Mch$ 5,984,332 — — — — — 5,984,332 Transactions in the course of payment 126,343 — — — — — 126,343 Payables from repurchase agreements and security lending 249,549 7,217 — — — — 256,766 Current accounts and other demand deposits 4,875,437 2,193,563 2,948,201 207,347 135 31 10,224,714 Derivative instruments 26,750 37,008 95,582 96,757 67,742 121,293 445,132 Borrowings from financial institutions 99,553 359,752 262,574 267,586 — — 989,465 Savings accounts and time deposits (**) Debt issued: Mortgage bonds Bonds Subordinate bonds Other financial obligations Total liabilities 4,554 4,966 13,534 27,826 16,095 19,516 86,491 287,732 117,008 47,271 471,230 797,585 1,812,636 3,533,462 1,560 2,476 34,865 162,382 47,890 497,834 747,007 161,053 901 4,948 8,736 13,503 21,785 210,926 11,816,863 2,722,891 3,406,975 1,241,864 942,950 2,473,095 22,604,638 Up to 1 month MCh$ Over 1 month and up to 3 months MCh$ Over 3 months and up to 12 months MCh$ Over 5 years MCh$ Total Mch$ 2012 Liabilities Over 1 year and up to 3 years MCh$ Over 3 years and up to 5 years MCh$ 5,470,971 — — — — — 5,470,971 Transactions in the course of payment 159,218 — — — — — 159,218 Payables from repurchase agreements and security lending 224,793 1,603 — — — — 226,396 3,832,539 2,356,386 2,846,609 397,643 279 30 9,433,486 Current accounts and other demand deposits Savings accounts and time deposits (**) Derivative instruments Borrowings from financial institutions 27,981 30,469 60,284 116,048 48,616 96,924 380,322 181,972 153,702 631,051 141,956 — — 1,108,681 5,351 5,853 15,859 35,502 21,843 30,788 115,196 47,119 133,570 56,633 456,334 358,097 1,360,480 2,412,233 1,164 2,276 34,731 48,378 151,612 508,343 746,504 Debt issued: Mortgage bonds Bonds Subordinate bonds Other financial obligations Total liabilities 106,972 1,005 5,140 10,534 7,201 31,271 162,123 10,058,080 2,684,864 3,650,307 1,206,395 587,648 2,027,836 20,215,130 (**) Excluding term saving accounts, which amount to MCh$178,011 (MCh$179,464 in 2012). 230 41. Risk Management: (1) Introduction: The Bank’s risk management is based on specialization, knowledge of the business and the experience of its teams, with professionals specifically dedicated to each different type of risks. Our policy is to maintain an integrated, forward looking approach to risk management, taking into account the current and forecasted economic environment and the risk/return ratio of all products for both the Bank and its subsidiaries. Committee is responsible for the design of policies and procedures related to the establishment of limits and alerts financial positions, as well as measurement, control and reporting of the same. Subsequently, policies and procedures are subject to approval by the Bank Board. Our credit policies and processes acknowledge the particularities of each market and segment, thus affording specialized treatment to each one of them. The integrated information prepared for risk analysis is key to developing our strategic plan, this objectives include: determining the desired risk level for each business line; aligning all strategies with the established risk level; communicating desired risk levels to Bank’s commercial areas; developing models, processes and tools for evaluating, measuring and controlling risk throughout the different business lines and areas; informing the board of directors about risks and their evolution; proposing action plans to address important deviations in risk indicators and enforcing compliance of applicable standards and regulations. (a) Risk Management Structure Credit and Market Risk Management lies at the all levels of the Organization, with a structure that recognizes the relevance of the different risk areas that exist. Current levels are: (i) Board of Directors The Board is responsible for the establishment and monitoring of the Bank’s risk management structure. Due to the above, it is permanently informed regarding the evolution of the different risk areas, participating through its Finance and Financial Risk Committees, Credit Committees, Portfolio Committees and Audit Committee, which check the status of credit and market risks. In addition, it actively participates in each of them, informed of the status of the portfolio and participating in the strategic definitions that impact the quality of the portfolio. Risk management policies are established in order to identify and analyze the risks faced by the Bank, to set adequate limits and controls and monitor risks and compliance with limits. The policies and risk management systems are regularly reviewed in order for them to reflect changes in market conditions and the Bank’s activities. It, through its standards and management procedures intends to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. Additionally, the Committee reviews the estimated financial results that generate these positions separately, in order to measure the risk-return businesses involved in handling financial positions of the Treasury, the evolution of the use of capital, and the estimated credit risk and market that the Bank will face in the future. The Committee also discussed the international financial exposure and liabilities major credit exposures generated by derivatives transactions. The Finance, International and Financial Risk Committee comprises the Chairman, four Directors, the General Manager, the Manager of Corporate Risk Division, the Manager of the Corporate and Investment Banking Division, the Manager of Financial Control Division, the Manager of Treasury Division and the Manager of Financial Risk Area. The Committee meets in regular session once a month and may be cited extraordinary request of the President, two Directors or the General Manager. (iii) Credit Committees The corporate governance structure of the Bank provides various credit committees responsible for credit decisions related to the different business segments and the type of risk involved. These committees have higher expression in the Credit Committee of the Board, consisting of the General Manager, the Manager of Corporate Risk Division, and at least three directors who review weekly all operations that exceed UF750,000. Each credit committee is responsible for defining the terms and conditions of acceptance of counterparty risks considered in the evaluation, and are comprised of members with sufficient powers for decision-making. The Corporate Risk Division participates in an independently and autonomic form from commercial areas. (iv) Portfolio Risk Committee The main function of Portfolio Risk Committee is to know, from a global perspective, the evolution of the composition of the Bank’s loan portfolio. This is, according to economic sectors, business segments, products, terms, and everything that would have a broad view of counterparty risk is assumed. This Committee reviews, in detail, the main exposures by economic groups, debtors, and behavioral parameters such as default indicators, past due loans, impairment, charges-off and provisions for loan losses for each segment. (ii) Finance, International and Financial Risk Committee This committee meets monthly to review developments and the current status of financial positions and market, price and liquidity risk. It reviews estimated results from financial positions in order to measure the risk/return ratio of the Bank’s Treasury business, as well as the evolution of and forecasts regarding use of capital. The knowledge of the current state of the market risks allow to forecast potential future loss, with an important confidence level, in the case of adverse transactions in the main market variables or illiquidity (exchange rate, interest rates and options volatility) or a tight liquidity (either liquidity of trading in financial instruments as funding liquidity). The mission of this Committee is to approve and propose to the Board risk management strategies differentiated. This includes credit policies, the portfolio assessment methodologies and calculation of provisions to cover expected losses. Is responsible also know the sufficiency of provision; authorize extraordinary charge-offs when it exhausted the recoveries instances and management control settlement of assets received in lieu of payments. It also reviews the methodological guidelines for the development of credit risk models, which are assessed on the Technical Committee for the Supervision of internal models. 231 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Portfolio Risk Committee meets monthly and is composed of the Chairman of the Board, two Directors, the General Manager, the Manager of Corporate Risk Division, the Manager of the Risk Division and the Area Manager Risk Architecture. The Committee may be summoned to an extraordinary request of the President, two Directors or the General Manager. (c) Measurement Methodology In terms of Credit Risk, provision levels and portfolio expenses are the basic measurements used to determine the credit quality of our portfolio. (v) Treasury The Bank’s Treasury Division is responsible for managing price risks (interest rates, exchange rates and options volatility) for its Trading and Accrual Portfolios, based on limits approved by the Board of Directors. In addition, it is the sole body responsible for ensuring that the Bank maintains adequate liquidity levels in line with market conditions and the needs of its different business units. The Bank’s Chief Executive Officer, on a daily basis, and the Finance, International and Market Risk Committee, on a monthly basis, receive a report detailing the evolution of the Bank’s price and liquidity risk, based on both internal and regulatorimposed metrics. Each year, the Board of Directors is presented with the results of a sufficiency test for allowances for loan loss. This test shows whether the Bank’s existing level of allowances for loan loss, both for the individual and group portfolios, is sufficient, based on historic losses or impairment experienced by the portfolio. The Board of Directors must issue a formal opinion on its sufficiency. (vi) Corporate Risk Division Banco de Chile has a team with a vast experience and knowledge in each matter related to risks associated with credit, market, operational and technology, which ensures comprehensive and consolidated management of the same, including the Bank and its subsidiaries, identifying and evaluating the risks generated in customers, in their own operations and their suppliers. The focus is on the future, finding determine with different techniques and tools, the potential changes that could affect the solvency, liquidity, the correct operation or the reputation of Banco of Chile. Regarding the management of Credit Risk, Corporate Risk Division oversees the quality of the portfolio and optimizing the risk - return to all segments of people and companies managing the stages of approval, monitoring and recovery of loans granted. Risk monitoring and control are performed primarily based on established limits. These limits reflect the Bank’s business and market strategy as well as the risk level it is willing to accept, with added emphasis on selected industry sectors. (2) Credit Risk Credit risk is the risk that we will incur a loss because a customer or counterparty do not comply with their contractual obligations, mainly its origin is in account receivable and financial investments. This risk is managed using a global, unified and forward-looking strategy, which recognizes the current and projected economic environment of the markets and segments in which our different businesses are developing and grants appropriate credit treatment to each such market or segment by using risk limits that we are willing to accept from counterparties. (vii)Operational Risk Committee The mission of Operational Risk Committee is to identify, prioritize and set strategies to mitigate key operational risk events, ensure the implementation of the management model, establish tolerances risk, ensure compliance programs, policies and procedures relating to Privacy and Information Security, Business Continuity and Operational Risk Banco de Chile. Monthly Senior Management Committee, becoming the governing body for the Operational Risk Management and Technology. Risk management also involves the Directors of the Bank through quarterly presentations to Directors and Audit Committee on these matters. The Operational Risk Committee is composed of the General Manager, Division Manager Corporate Risk, Manager of Financial Control Division, Manager of Operations and Technology Division, Manager of Commercial Banking Area and Manager of Operational Risk and Technology. Managing credit risk is, therefore, inherent to our business and must be incorporated into each segment in which we do business: In this way, we may achieve an optimum balance between assumed risks and attained returns and properly allocate capital to each business line while complying with regulations and criteria defined by the Board of Directors, in order to ensure that the Bank has an appropriate capital base for potential losses that may arise from its credit exposure. Counterparty limits are established by analyzing financial information, risk ratings, the nature of the exposure, documentation, guarantees, market conditions and the pertinent industry sector, among other factors. The process of monitoring credit quality also includes identifying in advance any possible changes in counterparty’s payment capacity, which enables us to evaluate the potential loss from these risks and take corrective actions. (a) Approval Process (b) Internal Audit 232 Risk management processes throughout the Bank are continually audited by the Internal Audit Area, which analyzes the sufficiency of and compliance with risk management procedures, Internal Audit discusses the results of all evaluations with management and reports its findings and recommendations to the Board of Directors. Examination and approval of Bank loans operating under a differentiated approach, because there are different nature of the segments, which it characterizes by different basics in its variables of explanation of its financial structure and repayment ability. The areas involved in each approval process are: • Politics and procedures • Specialization and experience level of participant of the process • Types and depth of technological platforms required • Type of model/indicators predictives for each segments (Scoring or Rating) According to the mentioned above there are three areas relevant to the admissions process: Automated Model: This methodology is recurrently used in segments of individuals without commercial business of Commercial Banking and Bank Credichile. To assess requests of massive credits, it applies models that must qualify three important dimensions in the process of admission apply: Minimum credit profile (scoring) Borrowing Limits (exposure) Target Market The credit profile is evaluated using statistics models of “Credit Scoring”, which are different for Commercial Area and Credichile, and also are segmented and specifics for different types of clients. Case to case model: This type of analysis applies to wholesale market, corporations and real-state. Consist in individual assessment expert, which provides the level of risk, terms, transaction amount and complexity and perspective of the business, among other variables. This approval process is also supported by a rating model which gives a more uniform assessment and determines the level of credit. In this sense there are a process and consolidated team with high level of experience and expertise in approving appropriations for the various segments and sectors in which the Bank participates, with a perspective of medium and long term respect different industries and clients. Additionally, to make more effective the admission process, improving quality of assessment and optimizing times of responses to clients, the process of data collection, analysis and discussion of the proposed credit are supported by the areas of credit risk. (b) Control and Follow up The predictive ability of the models is fundamental to do successful risk management during different economics cycles, which force to be permanently reviewed actual market conditions. For ensure high standards in quality of information of customers, Risk area consolidates an important volume of input data to our clients system and also it has permanent process of revision or audits to verify the correct application of process of credit. Definition of target market is an elemental dimension to guide the commercial efforts and business strategies. Offer of products more efficient allow to maximize the individual exposition and expected returns. Parametric Model: The SME segment is a segment that has developed assessment schemes and ad hoc admission to their characteristics. This segment has defined a parametric model that is responsible for mass segment features a segment as well as case by case analysis. This model considers the evaluation of customers based on three pillars. These are payment behavior both, internal and external, financial reporting analysis and evaluation of the client’s business. This process yields a parametric evaluation category that summarizes the credit quality of the customer through a rating, which is linked directly to the powers of credit required for each operation. Casuistry of cases occur in which lower level of information available and/or economic sector, do not have a rating, in such cases being managed directly by the Risk area, which makes the credit assessment criteria applying their expert. Note that internal audits are performed on an ongoing basis to ensure the quality of the information used in the preparation of Rating. Additionally, the Corporate Risk Division supports business significantly through the process of pre-approval of loans to customers, for optimize the relation risk-return of these segments. Thus, both the retail market and in the small and medium enterprises has specialized units that generate credit offers, according to predefined strategies for the different group of clients, according to statistic models which it is calibrating based in evolution of macroeconomics variables and behavior that group of clients have in the time. These offers of credits and operations approval are supported by the constitution of collateral. (b.i)Corporations In the wholesale business segment, control and follow-up are realized through a combination of reviews. The most relevant are the following: • Delinquencies management, supported by the information of predictive indicators of risk level, with follow up and action plans in the case of more important clients, also manage of different strategies of early collection. • Structured controls of clients with credit covenants • Quick review of the portfolio, determining clients potentially affected by a price change of any macroeconomic variable in specific sector or segment. • Systematic follow up of variables of credit behavior and financial figures of the corporations, as well as particular conditions and restrictions of credits. • Management portfolio classification, which determines risk and required rate of provision, according to general rules established by the Superintendency of Banks and Financial Institutions and specific criteria set out in the Bank, allowing correct application over special clients. • Management portfolio in special follow up (Vigilance), through committee periodic and permanent monitoring, allowing establish action plans for entities that presents risk alerts. (b.ii)Individuals In individual markets, control and follow up focus in the permanent monitoring of principal indicator of aggregate portfolio and by litter analysis; this is revision of evolution portfolio in a determinate date. Principal index are: • Follow up of the expected loss of portfolio through of general model of provision and back-test of loss for portfolio that have maturity required. • Litter analysis of new clients and respective decomposition of loss rate by products, campaigns champion/challenger, segments, etc • Delinquencies general of portfolio with special follow up of products, segments, income brackets, branches, zones, campaigns, etc., oriented to early detection of risk sources higher than expected in the portfolio, to regularization of cases and to integral management of politics of credits and campaigns of pre-approval. • Rate of approval and rejection for request presented in first instance and through appeal, with details of information by different explicative attributes. • Follow up of mortgage portfolio according to variables of politics, tranches (loan to value), terms, relation dividend/income clients, segments, income brackets, etc. 233 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Strategies of Risk Segmentation for processes and collection policies, which are compatibles with services quality and maximization of recovery, in different delinquencies stages of customer. Also models are structured to collect useful information to achieve better integration with granting and monitoring processes, aligned by a same vision about fundamentals of credit of customer. (c) Derivative Instruments The value of derivative financial instruments is always reflected in the Bank’s balance sheet. The risks derived from these instruments, determined using SBIF models, are controlled against lines of credit of the counterparty at the inception of each transaction. 234 (d) Portfolio Concentration Maximum credit risk exposure per counterparty without considering collateral or other credit enhancements as of December 31, 2013 and 2012 does not exceed 10% of the Bank’s effective equity. The following tables show credit risk exposure per balance sheet item, including derivatives, detailed by both geographic region and industry sector as of December 31, 2013: Chile Mch$ united states Mch$ Brazil Mch$ Other Mch$ 582,022 268,217 — 23,069 Total Mch$ Financial Assets Cash and Due from Banks 873,308 Financial Assets held-for-trading from the Chilean Government and Central Bank of Chile Other instruments issued in Chile Instruments issued abroad Mutual fund investments Subtotal Receivables from repurchase agreements and security borrowing 64,937 — — — 64,937 261,984 — — — 261,984 — — — — — 66,213 — — — 66,213 393,134 — — — 393,134 82,422 — — — 82,422 28,701 1,833 — 11,139 41,673 Derivative Contracts for Trading Purposes Forwards 158,810 88,495 — 44,124 291,429 Call Options 2,241 — — 60 2,301 Put Options 525 — — 75 600 Swaps Futures — — — — — Subtotal 190,277 90,328 — 55,398 336,003 — — — — — Hedge Derivative Contracts Forwards 2,993 3,971 — 31,721 38,685 Call Options — — — — — Put Options — — — — — Futures — — — — — Subtotal 2,993 3,971 — 31,721 38,685 Central Bank of Chile 600,581 — — — 600,581 Domestic banks 100,012 — — — 100,012 Swaps Loans and advances to Banks Foreign banks Subtotal — — 254,977 107,778 362,755 700,593 — 254,977 107,778 1,063,348 Loans to Customers, Net 12,574,539 51,268 270,480 180,221 13,076,508 Residential mortgage loans 4,732,307 — — — 4,732,307 Consumer loans 3,060,696 — — — 3,060,696 20,367,542 51,268 270,480 180,221 20,869,511 586,408 — — — 586,408 1,011,074 Commercial loans Subtotal Financial Assets Available-for-Sale from the Chilean Government and Central Bank of Chile Other instruments issued in Chile Instruments issued abroad Subtotal Financial assets held-to-Maturity 1,011,074 — — — — 71,533 4,689 — 76,222 1,597,482 71,533 4,689 — 1,673,704 — — — — — 235 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ElecChilean Retail Financial Central Gover- (Indivi- Services Bank nment duals) Trade turing MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ Trans- tricity, Agricul- Gas and ture and and Cons- Mining Water Livestock Forestry Fishing Telecom truction Services Other Total MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ Manufac- portation Financial Assets Cash and Due from Banks 801,521 71,787 — — — — — — — — — — — — — 873,308 Financial Assets held-for-trading from the Chilean Government and Central Bank of Chile Other instruments issued in Chile Instruments issued abroad Mutual fund investments Subtotal Receivables from repurchase agreements and security borrowing — 37,402 27,535 — — — — — — — — — — — — 64,937 257,523 — — — — — — — — — — — — — 4,461 261,984 — — — — — — — — — — — — — — — — 66,213 — — — — — — — — — — — — — — 66,213 323,736 37,402 27,535 — — — — — — — — — — — 4,461 393,134 82,422 — — — — — — — — — — — — — — 82,422 Derivative Contracts for Trading Purposes 34,384 — — 13 1,024 2,885 1,050 25 694 — 546 450 11 105 486 41,673 233,083 — — — 7,470 6,613 249 11,660 26,420 — 182 2,353 2,050 1,224 125 291,429 Call Options 446 — — — 647 1,017 — — 48 — — 60 8 75 — 2,301 Put Options 322 — — — 231 42 — — — — — — 4 — 1 600 Futures — — — — — — — — — — — — — — — — Subtotal 268,235 — — 13 9,372 10,557 1,299 11,685 27,162 — 728 2,863 2,073 1,404 612 336,003 Forwards Swaps Hedge Derivative Contracts — — — — — — — — — — — — — — — — 38,685 — — — — — — — — — — — — — — 38,685 Call Options — — — — — — — — — — — — — — — — Put Options — — — — — — — — — — — — — — — — Futures — — — — — — — — — — — — — — — — Subtotal 38,685 — — — — — — — — — — — — — — 38,685 Forwards Swaps Loans and advances to Banks — 600,581 — — — — — — — — — — — — — 600,581 Domestic banks 100,012 — — — — — — — — — — — — — — 100,012 Foreign banks 362,755 — — — — — — — — — — — — — — 362,755 Subtotal 462,767 600,581 — — — — — — — — — — — — — 1,063,348 Central Bank of Chile Loans to Customers, Net — — — — — — — — — — — — — — — — Residential mortgage loans 9,393 — — 3,976,564 90,981 18,879 3,221 — 28,928 — 1,777 26,801 19,539 148,419 407,805 4,732,307 Consumer loans 4,033 — — 2,772,544 41,052 9,537 1,683 18 34,650 — 823 16,920 10,320 51,633 117,483 3,060,696 — 383,451 202,957 — — — — — — — — — — — — 586,408 847,941 — — — 15,826 — 13,750 36,861 49 72,804 — — 1,671 — 22,172 1,011,074 Commercial loans (*) Financial Assets Available-for-Sale from the Chilean Government and Central Bank of Chile Other instruments issued in Chile Instruments issued abroad Subtotal Financial assets held-to-Maturity 76,222 — — — — — — — — — — — — — — 76,222 924,163 383,451 202,957 — 15,826 — 13,750 36,861 49 72,804 — — 1,671 — 22,172 1,673,704 — — — — — — — — — — — — — — — — (*) See commercial loans by industry sector in Note 12 (d). 236 The following tables show credit risk exposure per balance sheet item, including derivatives, detailed by both geographic region and industry sector as of December 31, 2012: Chile Mch$ united states Mch$ Brazil Mch$ Other Mch$ Total Mch$ Financial Assets Cash and Due from Banks 499,473 167,186 — 18,266 684,925 Financial Assets held-for-trading from the Chilean Government and Central Bank of Chile 72,379 — — — 72,379 Other instruments issued in Chile 87,303 — — — 87,303 — — — — — Instruments issued abroad Mutual fund investments Subtotal Receivables from repurchase agreements and security borrowing 33,042 — — — 33,042 192,724 — — — 192,724 35,100 — — — 35,100 Derivative Contracts for Trading Purposes Forwards 57,852 2,652 — 9,662 70,166 Swaps 99,245 123,676 — 35,575 258,496 Call Options 439 — — 33 472 Put Options 341 — — — 341 Futures — — — — — Subtotal 157,877 126,328 — 45,270 329,475 Hedge Derivative Contracts Forwards — — — — — Swaps 22 — — — 22 Call Options — — — — — Put Options — — — — — Futures — — — — — Subtotal 22 — — — 22 Loans and advances to Banks Central bank of Chile Domestic banks Foreign banks Subtotal 1,100,696 — — — 1,100,696 14,309 — — — 14,309 — — 109,505 119,771 229,276 1,115,005 — 109,505 119,771 1,344,281 10,845,406 36,474 200,016 649,688 11,731,584 Loans to Customers, Net Commercial loans Residential mortgage loans 4,198,667 — — — 4,198,667 Consumer loans 2,831,514 — — — 2,831,514 17,875,587 36,474 200,016 649,688 18,761,765 Subtotal Financial Assets Available-for-Sale from the Chilean Government and Central Bank of Chile 251,784 — — — 251,784 Other instruments issued in Chile 924,152 — — — 924,152 — 83,759 4,745 — 88,504 1,175,936 83,759 4,745 — 1,264,440 — — — — — Instruments issued abroad Subtotal Financial assets held-to-Maturity 237 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ElecChilean Retail Financial Central Gover- (Indivi- Services Bank nment duals) Trade turing MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ Trans- tricity, Agricul- Gas and ture and and Cons- Mining Water Livestock Forestry Fishing Telecom truction Services Other Total MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ MCh$ Manufac- portation Financial Assets Cash and Due from Banks 617,092 67,833 — — — — — — — — — — — — — 684,925 Financial Assets held-for-trading from the Chilean Government and Central Bank of Chile Other instruments issued in Chile Instruments issued abroad Mutual fund investments Subtotal Receivables from repurchase agreements and security borrowing — 28,653 43,726 — — — — — — — — — — — — 72,379 87,115 — — — — — — — — — — — — — 188 87,303 — — — — — — — — — — — — — — — — 33,042 — — — — — — — — — — — — — — 33,042 120,157 28,653 43,726 — — — — — — — — — — — 188 192,724 25,979 — — 2,280 3,212 — — — 160 — — — 1,854 1,615 — 35,100 Derivative Contracts for Trading Purposes 65,113 — — 1 3,092 1,084 53 75 321 — 114 207 13 93 — 70,166 232,459 — — — 6,039 5,447 725 4,986 1,819 — 279 5,569 963 210 — 258,496 Call Options 354 — — — 92 26 — — — — — — — — — 472 Put Options 85 — — — 215 27 — — — 9 5 — — — — 341 Futures — — — — — — — — — — — — — — — — Subtotal 298,011 — — 1 9,438 6,584 778 5,061 2,140 9 398 5,776 976 303 — 329,475 Forwards — — — — — — — — — — — — — — — — Swaps 22 — — — — — — — — — — — — — — 22 Call Options — — — — — — — — — — — — — — — — Put Options — — — — — — — — — — — — — — — — Futures — — — — — — — — — — — — — — — — Subtotal 22 — — — — — — — — — — — — — — 22 1,100,696 Forwards Swaps Hedge Derivative Contracts Loans and advances to Banks — 1,100,696 — — — — — — — — — — — — — 14,309 — — — — — — — — — — — — — — 14,309 Foreign banks 229,276 — — — — — — — — — — — — — — 229,276 Subtotal 243,585 1,100,696 — — — — — — — — — — — — — 1,344,281 Central Bank of Chile Domestic banks Loans to Customers, Net — — — — — — — — — — — — — — — — Residential mortgage loans 6,609 — — 3,503,474 80,676 15,970 2,702 — 27,697 — 1,840 23,934 17,322 105,181 413,262 4,198,667 Consumer loans 3,131 — — 2,557,411 40,109 9,400 1,532 5 33,664 — 840 16,280 9,870 38,440 120,832 2,831,514 Commercial loans (*) Financial Assets Available-for-Sale from the Chilean Government and Central Bank of Chile Other instruments issued in Chile Instruments issued abroad Subtotal Financial assets held-to-Maturity — 111,538 140,246 — — — — — — — — — — — — 251,784 801,159 — — — 18,262 — 5,024 41,309 — 44,303 — 7,640 — 2,164 4,291 924,152 88,504 — — — — — — — — — — — — — — 88,504 889,663 111,538 140,246 — 18,262 — 5,024 41,309 — 44,303 — 7,640 — 2,164 4,291 1,264,440 — — — — — — — — — — — — — — — — (*) See commercial loans by industry sector in Note No.12 (d). 238 (e) Collaterals and Other Credit Enhancements The amount and type of collateral required depends on the counterparty’s credit risk assessment. The Bank has guidelines regarding the acceptability of types of collateral and valuation parameters. The main types of collateral obtained are: • For commercial loans: Residential and non-residential real estate, liens and inventory. • For retail loans: Mortgages on residential property. The Bank also obtains collateral from parent companies for loans granted to their subsidiaries. Management makes sure its collateral is acceptable according to both external standards and internal policies guidelines and parameters. The Bank has approximately 192,200 collateral assets, the majority of which consist of real estate. The Bank also uses mitigating tactics for credit risk on derivative transactions. To date, the following mitigating tactics are used: • Accelerating transactions and net payment using market values at the date of default of one of the parties. • Option for both parties to terminate early any transactions with a counterparty at a given date, using market values as of the respective date. • Margins established with time deposits by customers that close FX forwards with subsidiary Banchile Corredores de Bolsa S.A. (f) Credit Quality by Asset Class The Bank determines the credit quality of financial assets using internal credit ratings. The rating process is linked to the Bank’s approval and monitoring processes and is carried out in accordance with risk categories established by current standards. Credit quality is continuously updated based on any favorable or unfavorable developments to customers or their environments, considering aspects such as commercial and payment behavior as well as financial information. The Bank also conducts reviews of companies in certain industry sectors that are affected by macroeconomic or sector-specific variables. Such reviews allow the Bank to timely establish any necessary allowance loan losses that are sufficient to cover losses for potentially uncollectable loans. The following table shows credit quality by asset class for balance sheet items, based on the Bank’s credit rating system. 239 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2013: Individual Portfolio Normal MCh$ Substandard MCh$ Group Portfolio Non-complying MCh$ Normal MCh$ Non-complying MCh$ Total Mch$ Financial Assets Loans and advances to banks Central Bank of Chile 600,581 — — — — 600,581 Domestic banks 100,012 — — — — 100,012 Foreign banks 362,755 — — — — 362,755 1,063,348 — — — — 1,063,348 10,482,866 224,446 152,871 2,011,162 205,163 13,076,508 Residential mortgage loans — — — 4,662,977 69,330 4,732,307 Consumer loans — — — 2,856,365 204,331 3,060,696 10,482,866 224,446 152,871 9,530,504 478,824 20,869,511 Subtotal Loans to customers (before allowances for loan losses) Commercial loans Subtotal Al 31 de diciembre de 2012: Individual Portfolio Normal MCh$ Substandard MCh$ Group Portfolio Non-complying MCh$ Normal MCh$ Non-complying MCh$ Total Mch$ Financial Assets Loans and advances to banks Central Bank of Chile Domestic banks Foreign banks Subtotal 1,100,696 — — — — 1,100,696 14,309 — — — — 14,309 229,276 — — — — 229,276 1,344,281 — — — — 1,344,281 9,331,408 204,369 145,022 1,864,797 185,988 11,731,584 — — — 4,149,264 49,403 4,198,667 Loans to customers (before allowances for loan losses) Commercial loans Residential mortgage loans Consumer loans Subtotal 240 — — — 2,651,351 180,163 2,831,514 9,331,408 204,369 145,022 8,665,412 415,554 18,761,765 Analysis of age of portfolio loan, over-due loans by financial asset class: Terms: Default 1: 1 to 29 days Default 2: 30 to 59 days Default 3: 60 to 89 days As of December 31, 2013: Default 1 MCh$ Loans and advances to banks Default 2 MCh$ Default 2 MCh$ 1,515 — — Total Mch$ 1,515 Commercial loans 23,699 8,281 4,737 36,717 Import-export financing 34,906 230 368 35,504 Factoring transactions 30,158 5,754 1,606 37,518 2,660 970 723 4,353 Commercial lease transactions Other loans and receivables 837 808 533 2,178 Residential mortgage loans 1,016 642 428 2,086 Consumer loans Total 19,539 8,148 7,564 35,251 114,330 24,833 15,959 155,122 As of December 31, 2012: Default 1 MCh$ Default 2 MCh$ Default 2 MCh$ Total Mch$ 52 — — 52 Commercial loans 23,049 20,677 3,774 47,500 Import-export financing 22,717 102 193 23,012 Factoring transactions 38,976 6,289 1,061 46,326 Loans and advances to banks Commercial lease transactions 2,551 750 366 3,667 Other loans and receivables 1,269 1,050 920 3,239 1,111 647 457 2,215 16,010 6,775 6,873 29,658 105,735 36,290 13,644 155,669 Residential mortgage loans Consumer loans Total The value of collateral maintained by the Bank for loans individually classified as impaired as of December 31, 2013 and 2012 is MCh$91,105 and MCh$29,952 respectively. The value of collateral maintained by the Bank for loans over-due but non-impaired as of December 31, 2013 and 2012 is MCh$249,058 and MCh$214,093 respectively. (g) Assets Received in Lieu of Payment The Bank has received assets in lieu of payment totaling MCh$3,012 and MCh$2,556 as of December 31, 2013 and 2012, respectively, the majority of which are properties. All of these assets are managed for sale. 241 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (h) Renegotiated Assets The SBIF sets the following limits for the C08 index: The impaired loans are considered to be renegotiated when the corresponding financial commitments are restructured and the Bank assesses the probability of recovery as sufficiently high. • Foreign Currency balance sheet: • All Currencies balance sheet: • All Currencies balance sheet: The following table details the book value of loans with renegotiated terms per financial asset class: The SBIF authorized Banco de Chile to utilize the C08 Adjusted Index report, which includes, in addition to the regular report, behavioral maturity assumptions for some specific balance sheet items, such as roll-over or evergreen pattern for some portion of the loan portfolio; some portion of the demand deposits are considered core and therefore no withdrawal is reported, etc. Financial Assets 2013 Mch$ 2012 Mch$ Loans and advances to banks Central Bank of Chile — — Domestic banks — — Foreign banks — — Subtotal — — 163,827 149,323 Loans to customers, net Commercial loans (*) 21,411 23,132 Consumer loans 311,363 220,451 Subtotal 496,601 392,906 Total renegotiated financial assets 496,601 392,906 Residential mortgage loans (*) Model of calculate of commercial portfolio was modified, incorporating case to case, debtors evaluated in groups, and maintained the model for debtors evaluated individually. The Bank evaluates allowances loan losses in two segments: individually assessed allowances loan losses and group assessed allowances loan losses, which are described in more detail in Note No. 2(m). (3) Market Risk Market Risk is referred as to the potential loss the Bank may incur due to the scarcity of liquidity or due to an adverse change of market factors levels (such as FX rates, equity prices, interest rates, options volatility, etc). (a) Liquidity Risk: Liquidity Risk Measurement and Limits The Bank measure and control the Trading Liquidity risk for trading portfolios by establishing: DV01 limits to certain specific tenors for each yield curve, limits to spot positions for FX or Equity portfolios and vega limits to FX options portfolios. Trading Liquidity for debt instruments that are part of the Accrual Book is not limited explicitly, taking into account that in this case the positions are expected to be held until medium term or even until maturity. Funding Liquidity is controlled and limited using the regulatory C08 Index report. 242 1-30 days C08 index < 1x TIER 1 Capital 1-30 days C08 index < 1x TIER 1 Capital 1-90 days C08 index < 2x TIER 1 Capital As of December 31, 2011, the 1-30 days Adjusted C08 Index for the foreign currency balance sheet items was slightly lower than 0.13. The 1-30 days Adjusted C08 Index for all currencies balance sheet items on that date is reported as 0.31; the value of the same index for the period 1 to 90 days is 0.39. The maturity profile of the consolidated financial liabilities of Banco de Chile and its subsidiaries, as of 2013 and 2012 end-of-year, is detailed below: Up to 1 month MCh$ Between 1 and 3 months MCh$ Between 3 and 12 months MCh$ Between 1 and 3 years MCh$ Between 3 and 5 years MCh$ More than 5 years MCh$ Total Mch$ Liabilities as of December 31, 2013 Current accounts and other demand deposits Transactions in the course of payment Accounts Payable from repurchase agreements and security lending Savings accounts and time deposits Derivative instruments Borrowings from financial institutions Other financial obligations Debt issued in foreign currency different USD Total undiscounted financial liabilities (excluding derivatives with offsetting agreements) Derivatives with offsetting agreements 5,984,332 — — — — — 5,984,332 126,343 — — — — — 126,343 259,688 — — — — — 259,688 5,009,358 2,351,121 3,005,112 213,203 145 31 10,578,970 301,981 159,374 293,688 236,384 244,998 377,838 1,614,263 95,776 361,825 262,142 — — — 719,743 267,881 144,898 259,689 826,803 803,737 2,500,987 4,803,995 437 770 70,215 204,925 248,714 345,363 870,424 12,045,796 3,017,988 3,890,846 1,481,315 1,297,594 3,224,219 24,957,758 45,775 188,282 513,583 688,081 519,512 899,830 2,855,063 Up to 1 month MCh$ Between 1 and 3 months MCh$ Between 3 and 12 months MCh$ Between 1 and 3 years MCh$ Between 3 and 5 years MCh$ More than 5 years MCh$ Total Mch$ Liabilities as of December 31, 2012 Current accounts and other demand deposits Transactions in the course of payment Accounts Payable from repurchase agreements and security lending Savings accounts and time deposits Derivative instruments 5,470,971 — — — — — 5,470,971 159,218 — — — — — 159,218 226,396 — — — — — 226,396 4,271,345 2,508,688 2,814,055 393,247 279 30 9,987,644 231,117 134,729 321,148 244,826 132,688 236,071 1,300,579 Borrowings from financial institutions 135,353 176,467 630,745 141,444 — — 1,084,009 Other financial obligations 875,866 606,008 499,644 832,427 691,489 2,267,548 5,772,982 234 469 6,075 65,891 21,564 110,414 204,647 11,370,500 3,426,361 4,271,667 1,677,835 846,020 2,614,063 24,206,446 154,600 79,406 256,717 425,612 229,070 434,677 1,580,082 Debt issued in foreign currency different USD Total undiscounted financial liabilities (excluding derivatives with offsetting agreements) Derivatives with offsetting agreements The evolution of the loan-to-deposit ratio for 2013 and 2012 is detailed below: Loans-to-Deposit Ratio December 31, 2013 December 31, 2012 Maximum 2.47 2.35 Minimum 2.28 2.20 Average 2.38 2.31 243 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Banco de Chile has established internal liquidity metrics, in addition to those required by the regulatory entities, with the objective of covering other dimensions of liquidity risk, such as large funds providers diversification; maturity concentration triggers; etc. These and other financial ratios are monthly monitored in order to early detect structural changes of the balance sheet profile. Additionally, the bank is closely monitoring market triggers, such as interest rates levels, intervention of the markets made by the Central Bank, the 5-year Chile CDS spread, etc. These allow the bank to early prevent systemic crisis due to market conditions. (b) Price Risk: The regulatory risk measurement for the Bank Book (SBIF C40 report) due to interest rate fluctuations is made by using standardized methodologies provided by the regulatory entities (Central Bank of Chile and SBIF). The report includes models for reporting interest rate gaps and standardized adverse interest rate fluctuations. In addition to this, the regulatory entity has requested from banks to establish internal limits for this regulatory risk measurement. Limits must be established separately for short term and long term portfolios. The short term risk limit must be expressed as a percentage of the NIM and the long term risk limit as a percentage of the Tier-2 Capital. The bank is currently using 25% for both limits. The use of these limits during 2013 is illustrated below: Price Risk Measurement and Limits The Price Risk measurement and management processes are implemented utilizing various internal metrics and reports. These are built for the Trading portfolio and separately for the Bank book (also referred as to the Accrual book). In addition to this, and just on supplementary basis, the bank submits regulatory reports to the corresponding regulatory entities. The regulatory risk measurement for the Trading portfolio (SBIF C41 report) is made by using standardized methodologies provided by the regulatory entities (Central Bank of Chile and SBIF), which are adopted from BIS 1993 standardized methodologies for the risk measurement of such portfolios. The referred methodologies estimate the potential loss that the Bank may incur considering standardized fluctuations of the market factors (FX rates, interest rates, etc,) relevant market factors that may adversely impact the value of interest rate positions, FX spot positions and vega positions generated by either FX or interest rate options portfolios. The interest rate shifts are provided by the regulatory entity; in addition, very conservative correlation and tenors factors are included in order to include non-parallel yield curve shifts reflecting steepening/flattering behaviors. The impact due to FX open positions is obtained by using huge fluctuations (8% for liquid FX rates and 30% for the illiquid ones). The SBIF does not establish a separate limit for this particular risk but a global one that includes this risk (also called Market Risk Equivalent or ERM) and the Risk Weighted Assets (also called RAAP assets). The sum of ERM and the 10% of the RAAP assets cannot exceed the 100% of the bank’s Tier2 Capital. In the future, the Operational Risk will be included to the above sum. Additionally, the Bank has established internal limits for the Trading Book. In fact, there are limits for the FX net open positions (FX delta), for the interest rate sensitivities generated by the derivatives and debt securities portfolios (DV01 or also referred as to rho) and for the FX volatility sensitivity (vega). Limits are established on an aggregate basis but also for some specific repricing tenor points. The use of these limits are monitored, controlled and reported on a daily basis by independent parties to the senior management of the Bank. The internal governance framework also establishes that these limits are approved by the board and must be reviewed at least annually. The Bank utilizes the parametric VaR (Value-at-Risk or VaR) as the risk measurement tool for the trading portfolio exposures. The model includes 99% confidence level; overnight volatility of market factors fluctuations and correlations between them are obtained from historical closing rates observed the most recent one-year period. This VaR number is escalated by 22 days (a calendar month) for reporting purposes. 244 Banking Risk Book Short term Banking Risk Book Long Term 11.4% 18.1% Average Use 9.6% 17.4% Minimum Use 8.1% 16.8% Maximum Use Additionally, the Bank during utilizes build-in models for measuring, limiting, controlling and reporting interest rate exposures (IRE) and interest rate risks (also called Earnings at Risk or EaR) for the Accrual Book. The Accrual book includes all balance sheet items (even some items that are excluded by the regulators in the analysis of the Bank Book, such as Capital and Fixed Assets, for example). The internal models consider a more comprehensive and detailed analysis of interest rates fluctuations, exchange rates and inflation than the SBIF C40 report required by regulators. In addition to the above, the Market Risk Policy of Banco de Chile enforces to perform daily stress tests for trading portfolios and on a monthly basis for accrual portfolios. The output of the stress testing process is compared to corresponding trigger levels: in the case triggers are breached, the senior management is notified in order to implement further actions, if necessary. Moreover, intra-month actual P&L for trading activities is compared to some trigger levels: escalation to senior levels is also done when breaches occur. The following table illustrates the interest rate positions of the Bank Book (repricing tenors) as of December 31, 2013 and 2012: Up to 1 month MCh$ Between 1 and 3 months MCh$ Between 3 and 12 months MCh$ Between 1 and 3 years MCh$ Between 3 and 5 years MCh$ More than 5 years MCh$ Total Mch$ Assets as of December 31, 2013 Cash and due from banks 848,757 — — — — — 848,757 Transactions in the course of collection 360,806 — — — — — 360,806 Accounts receivable from repurchase agreements and security borrowing Derivative instruments Loans and advances to banks Loans to customers, net Financial assets available-for-sale Financial assets held-to-maturity Total assets 54,591 — — — — — 54,591 361,734 86,268 176,636 80,287 258,915 374,745 1,338,585 791,728 117,220 156,297 — — — 1,065,245 3,457,101 2,743,019 5,681,608 4,582,528 2,293,838 5,890,051 24,648,145 85,500 187,044 455,332 174,413 517,638 388,187 1,808,114 — — — — — — — 5,960,217 3,133,551 6,469,873 4,837,228 3,070,391 6,652,983 30,124,243 Between 1 and 3 years MCh$ Between 3 and 5 years MCh$ More than 5 years MCh$ Up to 1 month MCh$ Between 1 and 3 months MCh$ Between 3 and 12 months MCh$ Total Mch$ Assets as of December 31, 2012 Cash and due from banks 653,511 — — — — — 653,511 Transactions in the course of collection 366,036 — — — — — 366,036 582 — — — — — 582 Accounts receivable from repurchase agreements and security borrowing 128,964 81,085 150,971 7,463 21,564 110,414 500,461 Loans and advances to banks 1,152,648 14,731 178,761 — — — 1,346,140 Loans to customers, net 3,172,424 2,390,933 4,769,542 4,329,131 2,083,220 5,314,078 22,059,328 57,370 178,055 381,448 235,786 192,490 323,967 1,369,116 — — — — — — — 5,531,535 2,664,804 5,480,722 4,572,380 2,297,274 5,748,459 26,295,174 Derivative instruments Financial assets available-for-sale Financial assets held-to-maturity Total assets 245 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Up to 1 month MCh$ Between 1 and 3 months MCh$ Between 3 and 12 months MCh$ Between 1 and 3 years MCh$ Between 3 and 5 years MCh$ More than 5 years MCh$ Total Mch$ Liabilities as of December 31, 2013 6,012,841 — — — — — 6,012,841 114,589 — — — — — 114,589 16,964 — — — — — 16,964 5,141,774 2,211,623 3,005,229 213,224 135 31 10,572,016 12,396 3,372 142,660 435,245 279,419 492,682 1,365,774 Borrowings from financial institutions 279,063 513,096 194,863 — — — 987,022 Debt issued 300,614 143,669 259,129 881,605 1,033,552 2,819,652 5,438,221 Other financial obligations 161,134 1,258 7,013 13,604 17,438 23,840 224,287 12,039,375 2,873,018 3,608,894 1,543,678 1,330,544 3,336,205 24,731,714 Between 1 and 3 years MCh$ Between 3 and 5 years MCh$ More than 5 years MCh$ Current accounts and demand deposits Transactions in the course of payment Accounts payable from repurchase agreements and security lending Savings accounts and time deposits Derivative instruments Total liabilities Up to 1 month MCh$ Between 1 and 3 months MCh$ Between 3 and 12 months MCh$ Total Mch$ Liabilities as of December 31, 2012 Current accounts and demand deposits Transactions in the course of payment Accounts payable from repurchase agreements and security lending 5,531,827 — — — — — 5,531,827 127,611 — — — — — 127,611 5,268 — — — — — 5,268 4,223,812 2,371,455 2,908,748 417,885 279 30 9,922,209 3,903 3,477 26,924 175,376 83,186 260,272 553,138 Borrowings from financial institutions 304,070 450,332 348,390 — — — 1,102,792 Debt issued 119,449 162,656 253,617 683,676 689,980 2,337,558 4,246,936 Savings accounts and time deposits Derivative instruments Other financial obligations Total liabilities 96,108 1,373 7,246 15,543 11,432 34,754 166,456 10,412,048 2,989,293 3,544,925 1,292,480 784,877 2,632,614 21,656,237 Price Risk Sensitivity Analysis The Bank has focused on stress tests as the main measurement tool for analyzing price risk sensitivity. The analysis is implemented for the Trading Book and the Bank Book separately. After the financial crisis started during 2008 and based on the various studies and analyses made on this specific matter, the Bank adopted this tool, for sensitivity analysis, when it notices that it is more reliable than normal distribution instruments such as VaR for trading portfolios or EaR for accrual portfolios, since: (a) The financial crisis shows fluctuations that are materially higher than those used in the VaR with 99% of confidence level. (b) The financial crisis shows also that correlations between these fluctuations that are materially different to those used in the VaR, since crisis precisely indicate severe disconnections between the behavior of market factors respect to the patterns normally observed. 246 (c)Trading liquidity dramatically decreased in emerging markets during the financial crisis (in the case of Chile too) and therefore, the escalaltion of the daily VaR is a very gross approximation of the expected loss. Stress tests are produced observing historical events and collecting market factors data. The former allow the Bank to gauge actual distress events in terms of magnitude but mainly focused on detecting unusual fluctuations. The latter gives the Bank the technical background for implementing statistical analysis. An updated database is maintained including historical data of foreign exchange rates, debt instruments yields to maturity, derivatives swap yields, foreign exchange volatilities, etc. that enable the Bank to maintain up-to-date records of historical volatility of market factors fluctuations and correlations between these ones. Given the above, the stress tests may be implemented modeling directional fluctuations but also knowing the magnitude of the modeled fluctuations relative to statistical data and also how frequent the fluctuation modeled occurred in the past. : In order to comply with IFRS 7.40, we include the following exercise illustrating an estimation of the impact of feasible but reasonable fluctuations of interest rates, swaps yield, foreign exchange rates and foreign exchange volatilities embedded in the Trading and Accrual portfolios. Given that the Bank’s portfolio includes positions denominated in nominal and real interest rates, these fluctuations must be aligned with realistic inflation changes forecast. The exercise is implemented in a very simplistic way: trading portfolios impacts are estimated by multiplying DV01s by expected interest rates shifts; accrual portfolios impacts are computed by multiplying cumulative gaps by forward interest rates modeled fluctuations. It is relevant to note, this methodology includes the limitation that the interest rates convexity is not properly captured when material fluctuations are modeled; additionally, neither convexity nor prepayments behaviors are captured for the accrual portfolio analysis. In any case, given the magnitude of the shifts, the methodology may be accurate enough for the purposes and scope of the analysis. The following table illustrates the fluctuations modeled and used in the stress testing process. Bonds yields, derivatives yields, FX rates, FX CLP/USD volatility and inflation fluctuations are shown for each tenor point. Equity prices fluctuations are not included given that the positions held in the stockbrokerage house (Banchile Corredores de Bolsa SA) are negligible. In fact, equity positions are typically very small given that this legal vehicle is mostly focused on customer driven transactions (brokerage service or equity swaps transactions closed with customers). The directions of these fluctuations were chosen between four scenarios (two positive economic scenarios and two negative economic scenarios) in order to generate the worst impact within the four above mentioned: Market Factor Fluctuations: adverse scenario CLP Derivatives (bps CLP Bonds (bps) CLF Derivatives (bps CLF Bonds (bps) USD Offshore 3m Derivatives (bps) Spread USD On/Off Derivatives (bps) Vol FX CLP/USD (%) Inflation’s Change Period n-1 to n (Monthly Basis) (%) 3 months ( 93 ) ( 75 ) 533 601 ( 2) 295 7.3% ( 0.60% ) 6 months ( 116 ) ( 88 ) 245 267 ( 8) 225 6.1% ( 0.12% ) 9 months ( 128 ) ( 95 ) 108 128 ( 10 ) 213 5.5% ( 0.07% ) 1 year ( 140 ) ( 99 ) 27 55 ( 11 ) 188 5.1% ( 0.07% ) 2 years ( 153 ) ( 95 ) ( 22 ) 4 ( 18 ) 104 5.1% - 4 years ( 174 ) ( 127 ) ( 62 ) ( 46 ) ( 31 ) 76 - ( 0.02% ) 6 years ( 162 ) ( 127 ) ( 76 ) ( 70 ) ( 38 ) 70 - - 10 years ( 139 ) ( 125 ) ( 91 ) ( 87 ) ( 42 ) 78 - ( 0.01% ) 16 years ( 143 ) ( 127 ) ( 80 ) ( 76 ) ( 43 ) 83 - ( 0.06% ) 20 years ( 151 ) ( 127 ) ( 79 ) ( 71 ) ( 44 ) 86 - ( 0.06% ) Bps = Basic points 247 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The impact on Trading Book as of 31 December 2013 is the following: POTENTIAL P&L IMPACT TRADING BOOK Mch$ CLP Interest Rate (3,383) Derivatives (3,578) AVAILABLE FOR SALE PORTFOLIO IMPACT ADVERSE SCENARIO DV01(+1 bps) (USD) Impact due to interest rate change (USD) CLP (189,961) (11,9) (6,230) CLF (500,888) (37,6) (19,781) USD (146,947) (16,1) (8,442) (65,6) (34,453) 195 Securities CLF Interest Rate (4,824) Derivatives (5,248) Securities 424 USD, EUR, JPY Offshore Interest Rate (857) 4,232 USD, EUR, JPY On/Off Spread Total Interest Rate (4,831) Total FX (100) Total FX OPTION Vega 1,312 Potential P&L Impact: Interest Rate + FX + Vega (3,619) 2,284,314 Banco de Chile Tier1 Capital The scenario modeled would generate losses in the Trading Book up to Ch$ 3,600 MM or slightly above USD 7 MM. In any case, these huge fluctuations would not result in material losses compared to the historical observed P&L for one month or the Tier 1 Capital. The impact of such fluctuations in the Accrual portfolio, which is not necessarily a gain/loss but greater/lower net revenue from funds generation, is illustrated below: Instrument Total Impact due to interest rate change (MCh$) (4) Capital Requirements and Capital Management: The main objectives of the Capital Management process are to ensure the compliance with regulatory requirements, to keep a strong credit rating and healthy capital ratios. Within 2013, the Bank has complied with all these tasks. As a part of the Capital Management Policy, it has been established capital sufficiency triggers in order to prevent capital ratios usage close to the limits. The triggers are established at levels much lower than the limits and the usage is monitored monthly. Within 2013, there were no triggers’ breaches. The capital amount is managed according to the risk environment, the economic performance of Chile and the main economies and the business cycle. For implementing this, the board may change the dividend policy or authorize equity issuance or stocks repurchase programs. Regulatory Capital: POTENTIAL MARGINAL NRFF(*) ACCRUAL BOOK (next 12 months) Mch$ Higher / (Lower NRFF) (146,485) Impact due to Inter-Banking yield curve (Swap yield) shock (121,170) Impact due to spreads shock (25,315) (*) Net revenue from funds The adverse impact in the Accrual book would be the result of two events: a severe drop in the local inflation and the increase of our funding spread. The lower net revenues from funds in the following 12 months would reach CH$ 146 billion, which is still much lower of the current annual 12-month rolling P&L generation. 248 The following table illustrates the changes in fair value of Available-for-Sale securities as the result of stress test modeled above. These changes are recorded in Other Comprehensive Income, a component of shareholder’s Equity, and not current earnings: According to the Chilean Bank Law, banks must comply with a minimum Basel I Tier 2 Capital ratio of 8%. Therefore, the bank must maintain a minimum Tier 2 Capital that cannot be lower than 8% of the sum of 12,5 times the ERM (market risk computed for trading portfolios, see 41 (3) (b) above) and RAAP assets. Additionally, the Bank must comply with a minimum capital to total assets ratio: the law establish that banks must maintain a minimum Tier 1 Capital that cannot be lower than the 3% of total assets. The authorities have requested Banco de Chile, due to the merge with the operation of Citibank, N.A. in Chile that maintains the first percentage as a minimum of 10%. Tier 1 and Tier 2 Capital are computed according the international standards; assets are risk weighted, for reporting purposes, according to SBIF instructions which are adopted from BIS guidelines. For derivatives, the risk weighting process is applied over the “loan equivalent” of each derivative transaction. The loan equivalent is sum of the current value of the transaction, if positive, and the maximum exposure the Bank may face in the future, along the life of the transaction, considering the increase in value of it due to market factor fluctuations including some confidence level. The loan equivalent is expressed as a percentage of the notional amount of the transaction, being these percentages much larger for FX transactions than for interest rate swaps or for longer tenors than for shorter ones. The risk-weighted assets and TIER 1 and TIER 2 Capital, as of end of year 2013 and 2012, are the following: Consolidated assets 2013 Mch$ Risk-weighted assets 2012 Mch$ 2013 Mch$ 2012 Mch$ Balance sheet assets (net of provisions) Cash and due from banks 873,308 684,925 20,654 832 Transactions in the course of collection 374,471 396,611 39,728 53,978 Financial Assets held-for-trading 393,134 192,724 124,932 55,025 82,422 35,100 82,422 35,100 Receivables from repurchase agreements and security borrowing Derivative instruments Loans and advances to banks Loans to customers, net Financial assets available-for-sale 374,688 329,497 460,537 328,642 1,062,056 1,343,322 381,494 231,182 20,389,033 18,334,330 18,505,593 16,658,476 1,673,704 1,264,440 432,995 416,938 — — — — 16,670 13,933 16,670 13,933 Financial assets held-to-maturity Investments in other companies 29,671 34,290 29,671 33,151 197,578 205,189 197,578 205,189 3,202 2,684 320 268 Deferred tax assets 145,904 127,143 14,590 12,714 Other assets 318,029 296,878 318,029 296,879 20,625,213 18,342,307 Intangible assets Property and equipment Current tax assets Subtotal Off-balance-sheet assets 3,927,627 Contingent loans 3,945,940 Total risk-weighted assets 2,355,879 2,367,215 22,981,092 20,709,522 As of December 31, 2013 Mch$ As of December 31, 2012 % Mch$ % TIER 1 Capital (*) 2,284,314 7.57 2,007,057 7.33 TIER 2 Capital 2,999,061 13.05 2,738,311 13.22 (*) Corresponds to equity attributable to equity holders in the Statement of Consolidated Financial Position 42. Subsequent Events: (a) On January 9, 2014 LQ Inversiones Financieras S.A. (“LQIF”) informed Banco de Chile that LQIF will carry out a process to offer for sale or transfer up to 6,900,000,000 shares of Banco de Chile (a secondary offering). In addition, LQIF has requested that Banco de Chile perform all the actions related to the execution of this kind of transaction in the local and international markets. Furthermore, the letter indicates that, if consummated, this transaction will reduce LQIF’s share of outstanding voting rights from 58.4% to 51%, so that the control status of LQIF with respect to Banco de Chile will not be altered. 249 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS With regard to the above, on this date the Board of Directors of Banco de Chile has agreed to LQIF’s request and the conditions under which Banco de Chile will participate in the appropriate filings with foreign regulators, the entering into of contracts and other documents required by law and consistent with securities market practice in the United States of America and other international markets, and in the performing of such other steps and actions as are necessary for the consummation of this transaction in the local and international markets and that are related to the commercial and financial condition of Banco de Chile. (b) On January 14, 2014, in relation to the relevant event dated January 9, 2014, it is informed that Banco de Chile has filed with the Securities and Exchange Commission of the United States of America (SEC), Supplemental Preliminary a prospectus which contains financial and business information of the Bank. Also, it has been registered the agreed contract text called Underwriting Agreement that will be subscribed by LQ Inversiones Financieras S.A. (LQIF), as a seller of securities, Banco de Chile as issuer, and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Banco BTG Pactual SA - Cayman Branch, as underwriters. (d) On January 29, 2014, Bank is informed that in relation to the secondary offering shares of Banco de Chile that is performing with LQ Inversiones Financieras S.A., in this date Banco de Chile as issuer, LQ Investments SA, as seller of the securities, and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., and Banco BTG Pactual SA - Cayman Branch as underwriters, have been subscribed a contract called Underwriting Agreement, according to relevant event dated January 14, 2014. Also, later than January 30, 2014, Banco de Chile will proceed to register in Securities and Exchange Commission of the United States of America (SEC), Final Prospectus Supplement, which contains financial and commercial information of the Bank. (e) On January 31, 2014, it was informed that in the Ordinary Meeting No. BCH 2,790 held on January 30th, 2014, the Board of Directors of Banco de Chile resolved to call an Ordinary Shareholders Meeting to be held on March 27th, 2014, with the objective of proposing, among other matters, the distribution of the Dividend number 202 of $3.48356970828 per each of the 93,175,043,991 “Banco de Chile” shares, which will be payable at the expense of the distributable net income obtained during the fiscal year ending on December 31st, 2013, corresponding to the 70% of such income. 250 Likewise, the Board of Directors resolved to call an Extraordinary Shareholders Meeting to be held on the same date in order to propose, among other things, the capitalization of the 30% of the distributable net income of the Bank obtained during the fiscal year ending on December 31st, 2013, through the issuance of fully paidin shares, of no par value, with a value of $64.56 per “Banco de Chile “share, which will be distributed among the shareholders in the proportion of 0.02312513083 shares for each “Banco de Chile” share and to adopt the necessary agreements subject to the exercise of the options established in article 31 of Law 19,396. (f) By Oficio Reservado N° 064 dated January 30th, 2014 the Superintendency of Securities and Insurance (“Superintendencia de Valores y Seguros”) brought charges against Banchile Corredores de Bolsa S.A. for the alleged infringement of Article 53 second paragraph of Law 18,045 (“Ley de Mercado de Valores”), for certain specific transactions performed during the years 2009, 2010 and 2011. In Management’s opinion, there are no other significant subsequent events that affect or could affect the consolidated financial statements of the Bank and its subsidiaries between December 31, 2013 and the date of issuance of these consolidated financial statements. Additionally, LQIF and Banco de Chile have agreed the terms and general conditions under which the Bank will participate in this process. (c) On January 29, 2014, LQ Inversiones Financieras S.A. informed as a relevant event that was placed of 6,700,000,000 shares of Banco de Chile, in the local market and the United States of America, by American Depositary Receipts Program, at a price of $ 67 per share, declaring successful offer for sale. Additionally, it informed that the 6,700,000,000 shares of Banco de Chile offered for sale will be placed in stock exchange at price stated on January 29, 2014. Héctor Hernández G. General Accounting Manager Arturo Tagle Q. Chief Executive Officer