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Bank of Chile – ‘20-F’ for 12/31/20

On:  Friday, 4/30/21, at 4:34pm ET   ·   For:  12/31/20   ·   Accession #:  1213900-21-23927   ·   File #:  1-15266

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/30/21  Bank of Chile                     20-F       12/31/20  263:63M                                    EdgarAgents LLC/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report                                       HTML   5.35M 
 2: EX-8.1      List of Subsidiaries                                HTML     70K 
 5: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     72K 
 3: EX-12.1     Statement re: the Computation of Ratios             HTML     75K 
 4: EX-12.2     Statement re: the Computation of Ratios             HTML     75K 
12: R1          Document And Entity Information                     HTML    110K 
13: R2          Consolidated Statements of Financial Position       HTML    169K 
14: R3          Consolidated Statements of Comprehensive Income     HTML    140K 
15: R4          Consolidated Statements of Comprehensive Income     HTML    121K 
16: R5          Consolidated Statements of Changes in Equity        HTML    120K 
17: R6          Consolidated Statements of Cash Flows               HTML    185K 
18: R7          Company Information                                 HTML     75K 
19: R8          Summary of Significant Accounting Policies          HTML    284K 
20: R9          New and Amended Standards and Interpretations       HTML     75K 
21: R10         Changes in Accounting Policies, Estimates and       HTML     75K 
                Disclosures                                                      
22: R11         Segment Reporting                                   HTML    275K 
23: R12         Cash and Cash Equivalents                           HTML    108K 
24: R13         Financial Assets Held-for-Trading                   HTML     96K 
25: R14         Investments Under Resale Agreements and             HTML    346K 
                Obligations Under Repurchase Agreements                          
26: R15         Derivative Instruments and Accounting Hedges        HTML    427K 
27: R16         Loans and Advances to Banks, net                    HTML    158K 
28: R17         Loans to Customers at Amortized Cost                HTML    533K 
29: R18         Financial Assets at Fair Value through Other        HTML    152K 
                Comprehensive Income                                             
30: R19         Investments in Other Companies                      HTML    373K 
31: R20         Intangible Assets                                   HTML    155K 
32: R21         Property and Equipment and Leased Assets and Lease  HTML    197K 
                Liabilities                                                      
33: R22         Investment Properties                               HTML     81K 
34: R23         Current Taxes and Deferred Taxes                    HTML    143K 
35: R24         Other Assets                                        HTML     85K 
36: R25         Current Accounts and Other Demand Deposits          HTML     77K 
37: R26         Saving Accounts and Time Deposits                   HTML     77K 
38: R27         Borrowings from Financial Institutions              HTML     90K 
39: R28         Debt Issued                                         HTML    161K 
40: R29         Other Financial Obligations                         HTML     76K 
41: R30         Provisions                                          HTML    665K 
42: R31         Employee Benefits                                   HTML     98K 
43: R32         Other Liabilities                                   HTML     83K 
44: R33         Contingencies and Commitments                       HTML    110K 
45: R34         Equity                                              HTML    102K 
46: R35         Interest Revenue and Expenses                       HTML     97K 
47: R36         Income and Expenses from Fees and Commissions       HTML     90K 
48: R37         Net Financial Operating Income                      HTML     82K 
49: R38         Foreign Exchange Transactions, Net                  HTML     79K 
50: R39         Provisions for Expected Credit Losses               HTML    152K 
51: R40         Personnel Expenses                                  HTML     81K 
52: R41         Administrative Expenses                             HTML    100K 
53: R42         Depreciation, Amortization and Impairment           HTML     86K 
54: R43         Other Operating Income                              HTML     89K 
55: R44         Other Operating Expenses                            HTML     88K 
56: R45         Related Party Transactions                          HTML    156K 
57: R46         Fair Value of Financial Assets and Liabilities      HTML    359K 
58: R47         Maturity of Assets and Liabilities                  HTML    253K 
59: R48         Risk Management                                     HTML   1.11M 
60: R49         New Accounting Pronouncements                       HTML     80K 
61: R50         Subsequent Events                                   HTML     80K 
62: R51         Accounting Policies, by Policy (Policies)           HTML    343K 
63: R52         Summary of Significant Accounting Policies          HTML     93K 
                (Tables)                                                         
64: R53         Segment Reporting (Tables)                          HTML    247K 
65: R54         Cash and Cash Equivalents (Tables)                  HTML    108K 
66: R55         Financial Assets Held-for-Trading (Tables)          HTML     93K 
67: R56         Investments Under Resale Agreements and             HTML    344K 
                Obligations Under Repurchase Agreements (Tables)                 
68: R57         Derivative Instruments and Accounting Hedges        HTML    424K 
                (Tables)                                                         
69: R58         Loans and Advances to Banks, net (Tables)           HTML    157K 
70: R59         Loans to Customers at Amortized Cost (Tables)       HTML    531K 
71: R60         Financial Assets at Fair Value through Other        HTML    152K 
                Comprehensive Income (Tables)                                    
72: R61         Investments in Other Companies (Tables)             HTML    375K 
73: R62         Intangible Assets (Tables)                          HTML    147K 
74: R63         Property and Equipment and Leased Assets and Lease  HTML    197K 
                Liabilities (Tables)                                             
75: R64         Investment Properties (Tables)                      HTML     79K 
76: R65         Current Taxes and Deferred Taxes (Tables)           HTML    143K 
77: R66         Other Assets (Tables)                               HTML     83K 
78: R67         Current Accounts and Other Demand Deposits          HTML     76K 
                (Tables)                                                         
79: R68         Saving Accounts and Time Deposits (Tables)          HTML     76K 
80: R69         Borrowings from Financial Institutions (Tables)     HTML     88K 
81: R70         Debt Issued (Tables)                                HTML    163K 
82: R71         Other Financial Obligations (Tables)                HTML     76K 
83: R72         Provisions (Tables)                                 HTML    680K 
84: R73         Employee Benefits (Tables)                          HTML    103K 
85: R74         Other Liabilities (Tables)                          HTML     81K 
86: R75         Contingencies and Commitments (Tables)              HTML    102K 
87: R76         Equity (Tables)                                     HTML     97K 
88: R77         Interest Revenue and Expenses (Tables)              HTML     98K 
89: R78         Income and Expenses from Fees and Commissions       HTML     89K 
                (Tables)                                                         
90: R79         Net Financial Operating Income (Tables)             HTML     81K 
91: R80         Foreign Exchange Transactions, Net (Tables)         HTML     78K 
92: R81         Provisions for Expected Credit Losses (Tables)      HTML    151K 
93: R82         Personnel Expenses (Tables)                         HTML     80K 
94: R83         Administrative Expenses (Tables)                    HTML     99K 
95: R84         Depreciation, Amortization and Impairment (Tables)  HTML     87K 
96: R85         Other Operating Income (Tables)                     HTML     88K 
97: R86         Other Operating Expenses (Tables)                   HTML     87K 
98: R87         Related Party Transactions (Tables)                 HTML    150K 
99: R88         Fair Value of Financial Assets and Liabilities      HTML    311K 
                (Tables)                                                         
100: R89         Maturity of Assets and Liabilities (Tables)         HTML    252K  
101: R90         Risk Management (Tables)                            HTML   1.04M  
102: R91         Summary of Significant Accounting Policies          HTML     99K  
                (Details)                                                        
103: R92         Summary of Significant Accounting Policies          HTML     98K  
                (Details) - Schedule of entities in which bank                   
                directly or indirectly owns a controlling interest               
104: R93         Summary of Significant Accounting Policies          HTML     88K  
                (Details) - Schedule of maximum period for                       
                write-offs of loans                                              
105: R94         Summary of Significant Accounting Policies          HTML     81K  
                (Details) - Schedule of estimated useful lives                   
106: R95         Changes in Accounting Policies, Estimates and       HTML     73K  
                Disclosures (Details)                                            
107: R96         Segment Reporting (Details)                         HTML    115K  
108: R97         Segment Reporting (Details) - Schedule of segment   HTML    190K  
                reporting                                                        
109: R98         Cash and Cash Equivalents (Details) - Schedule of   HTML     90K  
                reconciliation of cash and cash equivalents to                   
                statement of cash flows                                          
110: R99         Cash and Cash Equivalents (Details) - Schedule of   HTML     76K  
                highly liquid financial instruments                              
111: R100        Cash and Cash Equivalents (Details) - Schedule of   HTML     83K  
                transactions in the course of collection                         
112: R101        Financial Assets Held-for-Trading (Details)         HTML     92K  
113: R102        Financial Assets Held-for-Trading (Details) -       HTML    101K  
                Schedule of financial assets held-for-trading                    
114: R103        Investments Under Resale Agreements and             HTML     76K  
                Obligations Under Repurchase Agreements (Details)                
115: R104        Investments Under Resale Agreements and             HTML    229K  
                Obligations Under Repurchase Agreements (Details)                
                - Schedule of receivables from repurchase                        
                agreements and security borrowing                                
116: R105        Investments Under Resale Agreements and             HTML    260K  
                Obligations Under Repurchase Agreements (Details)                
                - Schedule of Payables by Selling financial                      
                instruments and Security Repurchase commitment                   
117: R106        Derivative Instruments and Accounting Hedges        HTML     87K  
                (Details)                                                        
118: R107        Derivative Instruments and Accounting Hedges        HTML    121K  
                (Details) - Schedule of bank's portfolio of                      
                derivative instruments                                           
119: R108        Derivative Instruments and Accounting Hedges        HTML     82K  
                (Details) - Schedule of Details of the Hedged                    
                elements and hedge instruments under fair value                  
                hedges                                                           
120: R109        Derivative Instruments and Accounting Hedges        HTML    247K  
                (Details) - Schedule of cash flows of borrowings                 
                from banks and bonds issued abroad                               
121: R110        Derivative Instruments and Accounting Hedges        HTML    164K  
                (Details) - Schedule of cash flows of the                        
                underlying assets portfolio and the cash flow of                 
                the liability                                                    
122: R111        Loans and Advances to Banks, net (Details) -        HTML     96K  
                Schedule of loans and advance to banks, net                      
123: R112        Loans and Advances to Banks, net (Details) -        HTML    115K  
                Schedule of impairment allowance for due from                    
                banks                                                            
124: R113        Loans and Advances to Banks, net (Details) -        HTML    136K  
                Schedule of changes in gross carrying amount and                 
                corresponding allowance for ECL by stage                         
125: R114        Loans to Customers at Amortized Cost (Details)      HTML     87K  
126: R115        Loans to Customers at Amortized Cost (Details) -    HTML    199K  
                Schedule of loans to customers, net                              
127: R116        Loans to Customers at Amortized Cost (Details) -    HTML    140K  
                Schedule of credit quality and the maximum                       
                exposure to credit risk                                          
128: R117        Loans to Customers at Amortized Cost (Details) -    HTML    365K  
                Schedule of change in gross carrying amount and                  
                ECL allowances                                                   
129: R118        Loans to Customers at Amortized Cost (Details) -    HTML     93K  
                Schedule of changes in allowances for loan losses                
130: R119        Loans to Customers at Amortized Cost (Details) -    HTML     99K  
                Schedule of cash flows to be received from                       
                financial leasing contracts                                      
131: R120        Loans to Customers at Amortized Cost (Details) -    HTML    210K  
                Schedule of loans by industry sector                             
132: R121        Loans to Customers at Amortized Cost (Details) -    HTML     87K  
                Schedule of sale or transfer of loan portfolio                   
133: R122        Financial Assets at Fair Value through Other        HTML     90K  
                Comprehensive Income (Details)                                   
134: R123        Financial Assets at Fair Value through Other        HTML     79K  
                Comprehensive Income (Details) - Schedule of                     
                financial assets                                                 
135: R124        Financial Assets at Fair Value through Other        HTML     99K  
                Comprehensive Income (Details) - Schedule of                     
                breakdown of the balance under the heading Debt                  
                instruments at fair value through OCI                            
136: R125        Financial Assets at Fair Value through Other        HTML    102K  
                Comprehensive Income (Details) - Schedule of                     
                credit ratings of the issuers of debt instruments                
137: R126        Financial Assets at Fair Value through Other        HTML    142K  
                Comprehensive Income (Details) - Schedule of                     
                changes in the corresponding ECLs of debt                        
                instrument                                                       
138: R127        Financial Assets at Fair Value through Other        HTML     81K  
                Comprehensive Income (Details) - Schedule of                     
                breakdown of the balance under the heading Equity                
                instruments at fair value through OCI                            
139: R128        Financial Assets at Fair Value through Other        HTML     83K  
                Comprehensive Income (Details) - Schedule of                     
                unrealised gain and loss on available for sale                   
                investments                                                      
140: R129        Investments in Other Companies (Details)            HTML     81K  
141: R130        Investments in Other Companies (Details) -          HTML    123K  
                Schedule of investments in other companies                       
142: R131        Investments in Other Companies (Details) -          HTML    180K  
                Schedule of total carrying amount of the Bank's                  
                associates                                                       
143: R132        Investments in Other Companies (Details) -          HTML    126K  
                Schedule of financial information of entities                    
                controls jointly                                                 
144: R133        Investments in Other Companies (Details) -          HTML     83K  
                Schedule of reconciliation of investments in other               
                companies that are not consolidated                              
145: R134        Intangible Assets (Details)                         HTML     90K  
146: R135        Intangible Assets (Details) - Schedule of           HTML     89K  
                intangible assets                                                
147: R136        Intangible Assets (Details) - Schedule of changes   HTML    130K  
                in intangible assets                                             
148: R137        Intangible Assets (Details) - Schedule of           HTML     75K  
                commitments for technological developments                       
149: R138        Intangible Assets (Details) - Schedule of goodwill  HTML     84K  
                allocated to individual business segments                        
150: R139        Property and Equipment and Leased Assets and Lease  HTML     79K  
                Liabilities (Details)                                            
151: R140        Property and Equipment and Leased Assets and Lease  HTML     91K  
                Liabilities (Details) - Schedule of properties and               
                equipment                                                        
152: R141        Property and Equipment and Leased Assets and Lease  HTML    115K  
                Liabilities (Details) - Schedule of changes in                   
                property and equipment                                           
153: R142        Property and Equipment and Leased Assets and Lease  HTML     88K  
                Liabilities (Details) - Schedule of rights over                  
                leased assets                                                    
154: R143        Property and Equipment and Leased Assets and Lease  HTML    123K  
                Liabilities (Details) - Schedule of changes of                   
                rights over leased assets                                        
155: R144        Property and Equipment and Leased Assets and Lease  HTML    107K  
                Liabilities (Details) - Schedule of future                       
                maturities of lease liabilities                                  
156: R145        Property and Equipment and Leased Assets and Lease  HTML     84K  
                Liabilities (Details) - Schedule of changes of                   
                obligations under capitalized leases                             
157: R146        Investment Properties (Details)                     HTML     80K  
158: R147        Investment Properties (Details) - Schedule of       HTML     87K  
                investment properties                                            
159: R148        Current Taxes and Deferred Taxes (Details) -        HTML     88K  
                Schedule of total tax receivable                                 
160: R149        Current Taxes and Deferred Taxes (Details) -        HTML     93K  
                Schedule of income tax expenses                                  
161: R150        Current Taxes and Deferred Taxes (Details) -        HTML     99K  
                Schedule of reconciliation of effective tax rate                 
162: R151        Current Taxes and Deferred Taxes (Details) -        HTML    150K  
                Schedule of effect of deferred taxes on income and               
                equity                                                           
163: R152        Other Assets (Details) - Schedule of other assets   HTML    102K  
164: R153        Current Accounts and Other Demand Deposits          HTML     80K  
                (Details) - Schedule of current accounts and other               
                demand deposits                                                  
165: R154        Saving Accounts and Time Deposits (Details) -       HTML     79K  
                Schedule of saving accounts and time deposits                    
166: R155        Borrowings from Financial Institutions (Details)    HTML     81K  
167: R156        Borrowings from Financial Institutions (Details) -  HTML    123K  
                Schedule of borrowings from financial institutions               
168: R157        Debt Issued (Details)                               HTML     81K  
169: R158        Debt Issued (Details) - Schedule of debt            HTML     80K  
                securities issued                                                
170: R159        Debt Issued (Details) - Schedule of debt            HTML    215K  
                securities issued                                                
171: R160        Debt Issued (Details) - Schedule of debt            HTML    209K  
                securities issued                                                
172: R161        Debt Issued (Details) - Schedule of debt            HTML     94K  
                securities issued                                                
173: R162        Other Financial Obligations (Details) - Schedule    HTML     77K  
                of other financial obligations                                   
174: R163        Provisions (Details) - Schedule of provisions       HTML     79K  
175: R164        Provisions (Details) - Schedule of changes in       HTML     91K  
                provision                                                        
176: R165        Provisions (Details) - Schedule of impairment of    HTML     90K  
                losses on contingent loan risks                                  
177: R166        Provisions (Details) - Schedule of credit quality   HTML    101K  
                and the maximum exposure to credit risk                          
178: R167        Provisions (Details) - Schedule of change in gross  HTML    151K  
                carrying amount and ECL allowances                               
179: R168        Provisions (Details) - Schedule of credit quality   HTML     99K  
                and the maximum exposure to credit risk                          
180: R169        Provisions (Details) - Schedule of change in gross  HTML    145K  
                carrying amount and ECL allowances                               
181: R170        Provisions (Details) - Schedule of credit quality   HTML    101K  
                and the maximum exposure to credit risk                          
182: R171        Provisions (Details) - Schedule of change in gross  HTML    115K  
                carrying amount and ECL allowances                               
183: R172        Provisions (Details) - Schedule of change in gross  HTML    173K  
                carrying amount and ECL allowances                               
184: R173        Provisions (Details) - Schedule of credit quality   HTML    101K  
                and the maximum exposure to credit risk                          
185: R174        Provisions (Details) - Schedule of change in gross  HTML    145K  
                carrying amount and ECL allowances                               
186: R175        Provisions (Details) - Schedule of credit quality   HTML    101K  
                and the maximum exposure to credit risk                          
187: R176        Provisions (Details) - Schedule of credit quality   HTML    101K  
                and the maximum exposure to credit risk                          
188: R177        Provisions (Details) - Schedule of change in gross  HTML    142K  
                carrying amount and ECL allowances                               
189: R178        Employee Benefits (Details) - Schedule of           HTML     82K  
                provisions for personnel benefits and payroll                    
190: R179        Employee Benefits (Details) - Schedule of employee  HTML     79K  
                defined benefit plan                                             
191: R180        Employee Benefits (Details) - Schedule of           HTML     78K  
                principal assumptions used in determining pension                
                obligations for the Bank's plan                                  
192: R181        Employee Benefits (Details) - Schedule of changes   HTML     81K  
                in the present value of the defined benefit                      
                obligation                                                       
193: R182        Employee Benefits (Details) - Schedule of changes   HTML     79K  
                in provisions for incentive plans                                
194: R183        Employee Benefits (Details) - Schedule of changes   HTML     78K  
                in provisions for vacation                                       
195: R184        Other Liabilities (Details)                         HTML     74K  
196: R185        Other Liabilities (Details) - Schedule of other     HTML     93K  
                liabilities                                                      
197: R186        Contingencies and Commitments (Details)             HTML     99K  
198: R187        Contingencies and Commitments (Details) - Schedule  HTML    100K  
                of commitments accounted for in off-balance sheet                
                accounts                                                         
199: R188        Contingencies and Commitments (Details) - Schedule  HTML     86K  
                of estimated date of completion of the respective                
                litigation                                                       
200: R189        Contingencies and Commitments (Details) - Schedule  HTML     85K  
                of guarantees given in relation to subsidiary's                  
                business activities                                              
201: R190        Contingencies and Commitments (Details) - Schedule  HTML     75K  
                of insurance policies contracted                                 
202: R191        Equity (Details)                                    HTML    101K  
203: R192        Equity (Details) - Schedule of share movements      HTML     73K  
204: R193        Equity (Details) - Schedule of shareholder's        HTML     86K  
                composition                                                      
205: R194        Equity (Details) - Schedule of dividends declared   HTML     76K  
                and paid                                                         
206: R195        Equity (Details) - Schedule of the income and       HTML     78K  
                share data used in the calculation of EPS                        
207: R196        Interest Revenue and Expenses (Details)             HTML     73K  
208: R197        Interest Revenue and Expenses (Details) - Schedule  HTML     91K  
                of interest revenue                                              
209: R198        Interest Revenue and Expenses (Details) - Schedule  HTML     93K  
                of interest expenses                                             
210: R199        Interest Revenue and Expenses (Details) - Schedule  HTML     78K  
                of loss from accounting hedge                                    
211: R200        Income and Expenses from Fees and Commissions       HTML    113K  
                (Details) - Schedule of income and expenses for                  
                fees and commissions                                             
212: R201        Net Financial Operating Income (Details) -          HTML     89K  
                Schedule of gain (losses) from trading and                       
                brokerage activities                                             
213: R202        Foreign Exchange Transactions, Net (Details) -      HTML     79K  
                Schedule of foreign exchange transactions, net                   
214: R203        Provisions for Expected Credit Losses (Details) -   HTML    117K  
                Schedule of changes in provisions for loan losses                
215: R204        Personnel Expenses (Details) - Schedule of          HTML     89K  
                personnel expenses                                               
216: R205        Administrative Expenses (Details) - Schedule of     HTML    150K  
                administrative expenses                                          
217: R206        Depreciation, Amortization and Impairment           HTML     80K  
                (Details) - Schedule of depreciation and                         
                amortization                                                     
218: R207        Depreciation, Amortization and Impairment           HTML     81K  
                (Details) - Schedule of impairment loss                          
219: R208        Other Operating Income (Details) - Schedule of      HTML    103K  
                other operating income                                           
220: R209        Other Operating Expenses (Details) - Schedule of    HTML    100K  
                other operating expenses                                         
221: R210        Related Party Transactions (Details)                HTML     85K  
222: R211        Related Party Transactions (Details) - Schedule of  HTML    166K  
                loans and accounts receivable and contingent loans               
                to related parties                                               
223: R212        Related Party Transactions (Details) - Schedule of  HTML    102K  
                other assets and liabilities with related parties                
224: R213        Related Party Transactions (Details) - Schedule of  HTML     97K  
                income and expenses from related party                           
                transactions                                                     
225: R214        Related Party Transactions (Details) - Schedule of  HTML     95K  
                payments and composition of key management                       
                personnel                                                        
226: R215        Fair Value of Financial Assets and Liabilities      HTML     76K  
                (Details)                                                        
227: R216        Fair Value of Financial Assets and Liabilities      HTML    292K  
                (Details) - Schedule of fair value of Financial                  
                Assets/Liabilities on the balance sheet                          
228: R217        Fair Value of Financial Assets and Liabilities      HTML    123K  
                (Details) - Schedule of reconciliation between the               
                beginning and ending balances of instruments                     
                classified as Level 3, whose fair value is                       
                reflected in the financial statements                            
229: R218        Fair Value of Financial Assets and Liabilities      HTML     86K  
                (Details) - Schedule of reconciliation between the               
                beginning and ending balances of instruments                     
                classified as Level 3, whose fair value is                       
                reflected in the financial statements                            
230: R219        Fair Value of Financial Assets and Liabilities      HTML     91K  
                (Details) - Schedule of impact on the fair value                 
                of Level 3 financial instruments using alternative               
                assumptions that are reasonably possible                         
231: R220        Fair Value of Financial Assets and Liabilities      HTML    164K  
                (Details) - Schedule of fair values of the                       
                financial assets and liabilities that are not                    
                recorded at fair value in the statement of                       
                financial position                                               
232: R221        Fair Value of Financial Assets and Liabilities      HTML    167K  
                (Details) - Schedule of figures by hierarchy, for                
                financial assets/liabilities not measured at fair                
                value on the balance sheet                                       
233: R222        Fair Value of Financial Assets and Liabilities      HTML    104K  
                (Details) - Schedule of offsetting of financial                  
                assets and liabilities                                           
234: R223        Maturity of Assets and Liabilities (Details)        HTML     77K  
235: R224        Maturity of Assets and Liabilities (Details) -      HTML    198K  
                Schedule of classification of assets and                         
                liabilities in the order of liquidity                            
236: R225        Risk Management (Details)                           HTML    144K  
237: R226        Risk Management (Details) - Schedule of credit      HTML   1.04M  
                risk exposure per balance sheet item, including                  
                derivatives, detailed by both geographic region                  
                and industry sector                                              
238: R227        Risk Management (Details) - Schedule of guarantee   HTML    105K  
                values                                                           
239: R228        Risk Management (Details) - Schedule of credit      HTML    103K  
                quality by asset class, based on the Bank's credit               
                rating system                                                    
240: R229        Risk Management (Details) - Schedule of aging       HTML     89K  
                analysis of loans                                                
241: R230        Risk Management (Details) - Schedule of book value  HTML     84K  
                of loans with renegotiated terms                                 
242: R231        Risk Management (Details) - Schedule of amortized   HTML     75K  
                costs and net loss of modified financial assets                  
243: R232        Risk Management (Details) - Schedule of amortized   HTML     88K  
                costs and net loss of modified financial assets                  
244: R233        Risk Management (Details) - Schedule of COVID       HTML    110K  
                refinancing                                                      
245: R234        Risk Management (Details) - Schedule of fogape      HTML    108K  
                COVID credits                                                    
246: R235        Risk Management (Details) - Schedule of loans       HTML    102K  
                include deductible amount that available from                    
                annual sales level of each institution                           
247: R236        Risk Management (Details) - Schedule of use of MAR  HTML     92K  
248: R237        Risk Management (Details) - Schedule of use of      HTML     78K  
                cross currency funding                                           
249: R238        Risk Management (Details) - Schedule of financial   HTML     83K  
                ratios                                                           
250: R239        Risk Management (Details) - Schedules for           HTML     86K  
                calculation of C46 regulatory information                        
251: R240        Risk Management (Details) - Schedule of the LCR     HTML     84K  
                and the NSFR                                                     
252: R241        Risk Management (Details) - Schedule of             HTML    176K  
                contractual maturity of financial liabilities                    
253: R242        Risk Management (Details) - Schedule of use of VaR  HTML     75K  
254: R243        Risk Management (Details) - Schedule of use of EaR  HTML     75K  
255: R244        Risk Management (Details) - Schedule of banking     HTML    156K  
                book interest rate exposure by contractual                       
                maturity                                                         
256: R245        Risk Management (Details) - Schedule of Adverse     HTML     97K  
                scenario market factors fluctuations                             
257: R246        Risk Management (Details) - Schedule of Potential   HTML     94K  
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‘20-F’   —   Annual Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Part I
"Identity of Directors, Senior Management and Advisors
"Offer Statistics and Expected Timetable
"Key Information
"Information on the Company
"Unresolved Staff Comments
"Operating and Financial Review and Prospects
"Directors, Senior Management and Employees
"Major Shareholders and Related Party Transactions
"Financial Information
"The Offer and Listing
"Additional Information
"Quantitative and Qualitative Disclosures About Market Risk
"Description of Securities Other Than Equity Securities
"Debt Securities
"Warrants and Rights
"Other Securities
"American Depositary Shares
"Part Ii
"Defaults, Dividend Arrearages and Delinquencies
"Material Modifications to the Rights of Security Holders and Use of Proceeds
"Controls and Procedures
"Audit Committee Financial Expert
"Code of Ethics
"Principal Accountant Fees and Services
"Exemptions from the Listing Standards for Audit Committees
"Purchases of Equity Securities by the Issuer and Affiliated Purchasers
"Change in Registrant's Certifying Accountant
"Corporate Governance
"Mine Safety Disclosure
"Part Iii
"Financial Statements
"Reports of Independent Registered Public Accounting Firm
"Consolidated Statements of Financial Position
"Consolidated Statements of Comprehensive Income
"Consolidated Statements of Changes in Equity
"Consolidated Statements of Cash Flows
"Company Information
"Summary of Significant Accounting Policies
"New and Amended Standards and Interpretations
"Changes in Accounting Policies, Estimates and Disclosures
"Segment Reporting
"Cash and Cash Equivalents
"Financial Assets Held-for-Trading
"Investments under Resale Agreements and Obligations under Repurchase Agreements
"Derivative Instruments and Accounting Hedges
"Loans and Advances to Banks
"Loans to Customers at amortized cost
"Financial Assets at Fair Value through Other Comprehensive Income
"Investments in Other Companies
"Intangible Assets
"Property and Equipment and Leased Assets and Lease Liabilities
"Investment Properties
"Current Taxes and Deferred Taxes
"Other Assets
"Current Accounts and Other Demand Deposits
"Savings Accounts and Time Deposits
"Borrowings from Financial Institutions
"Debt Issued
"Other Financial Obligations
"Provisions
"Employee Benefits
"Other Liabilities
"Contingencies and Commitments
"Equity
"Interest Revenue and Expenses
"Income and Expenses from Fees and Commissions
"Net Financial Operating Income
"Foreign Exchange Transactions, net
"Provisions for Expected Credit Losses
"Personnel Expenses
"Administrative Expenses
"Depreciation, Amortization and Impairment
"Other Operating Income
"Other Operating Expenses
"Related Party Transactions
"Fair Value of Financial Assets and Liabilities
"Maturity of Assets and Liabilities
"Risk Management
"New Accounting Pronouncements
"Subsequent Events
"Exhibits
"List of Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2020

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report

 

For the transition period from          to

 

Commission file number 001-15266

 

Banco de Chile

(Exact name of Registrant as specified in its charter)
 

Bank of Chile

(Translation of Registrant’s name into English)
 

Republic of Chile

(Jurisdiction of incorporation or organization)
 
Banco de Chile
Paseo Ahumada 251

Santiago, Chile

(Address of principal executive offices)
 

Rolando Arias Sánchez (rarias@bancochile.cl) (562)-2653-3535

Paseo Ahumada 251

Santiago, Chile

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

American Depositary Shares, each representing 200 shares of common stock, without nominal (par) value (“ADSs”)

  BCH   New York Stock Exchange
Shares of common stock, without nominal (par) value      

New York Stock Exchange

(for listing purposes only)

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

None

 

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

None

 

(Title of Class)

 C: 

 

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

Shares of common stock:  101,017,081,114  

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

 

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes  ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☒

Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☐

International Financial Reporting Standards as issued by
the International Accounting Standards Board ☒
Other ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

 

 

 

 C: 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I   1
Item 1 Identity of Directors, Senior Management and Advisors   1
Item 2 Offer Statistics and Expected Timetable   1
Item 3 Key Information   1
Item 4 Information on the Company   28
Item 4A Unresolved Staff Comments   133
Item 5 Operating and Financial Review and Prospects   134
Item 6 Directors, Senior Management and Employees   187
Item 7 Major Shareholders and Related Party Transactions   207
Item 8   Financial Information   214
Item 9 The Offer and Listing   217
Item 10 Additional Information   220
Item 11 Quantitative and Qualitative Disclosures About Market Risk   242
Item 12 Description of Securities Other Than Equity Securities   242
Item 12A Debt Securities   242
Item 12B Warrants and Rights   242
Item 12C Other Securities   242
Item 12D American Depositary Shares   242
       
PART II   244
Item 13 Defaults, Dividend Arrearages and Delinquencies   244
Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds   244
Item 15 Controls and Procedures   244
Item 16A Audit Committee Financial Expert   245
Item 16B Code of Ethics   245
Item 16C Principal Accountant Fees and Services   246
Item 16D Exemptions from the Listing Standards for Audit Committees   246
Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers   246
Item 16F Change in Registrant’s Certifying Accountant   247
Item 16G Corporate Governance   247
Item 16H Mine Safety Disclosure   248
       
PART III   249
Item 17 Financial Statements   249
Item 18 Financial Statements   249
Item 19 Exhibits   250
       
LIST OF EXHIBITS   250

 

 C: 

 C: 

 

 

SUMMARY OF RISK FACTORS

 

An investment in our ADSs is subject to a number of risks, including risks relating to the nature of our business as a financial institution in Chile. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” for a more thorough description of these and other risks.

 

Risks Relating to our Operations and the Chilean Banking Industry

 

The growth of our loan portfolio in riskier segments may expose us to increased loan losses and require us to establish higher levels of allowances for loan losses in the future.

 

Our loan portfolio may not continue to grow at the same or similar rates as it has in the past as a result of changes in macroeconomic trends and reforms to banking and non-banking rules, including those in response to the COVID-19 pandemic, which have threatened both the industry’s growth and banking penetration rate, leading to a slowdown in investment spending (capital expenditures) and deteriorated consumer confidence and business sentiment.

 

Restrictions imposed by regulations, particularly with regards to capital adequacy, liquidity, credit risk provisioning, consumer protection, bankruptcy and taxation may constrain our operations and thereby adversely affect our financial condition and results.

 

The Chilean market for financial services is highly competitive. We compete with Chilean and foreign banks, and with other providers of financial services that are not part of the banking industry. Accordingly, competition within this market is increasing as banks and other non-banking competitors are continuously incorporating new and tailored products and services, while striving to improve service quality and to accelerate digital transformation. These dynamics may adversely impact our results of operations as they may translate into higher interest rates paid on deposits and lower interest rates earned on loans, resulting in decreased net interest margins.

 

Our results of our operations depend greatly on our net interest income. As a result, our results of our operations are affected by interest rate volatility and inflation. Changes in nominal interest rates and inflation could affect the interest rates earned on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities, resulting in net income reduction. Inflation and interest rates are sensitive to several factors beyond our control, including the Central Bank’s monetary policy, deregulation of the Chilean financial sector, local and international economic developments and political conditions, among other factors.

 

The preparation of our financial statements requires management to make judgments and estimates that affect the amounts of assets, liabilities, income and expenses reported in our financial statements. Estimates and assumptions are based on historical experience, expert judgment and other factors, including expectations of future developments under certain alternative scenarios. Although assumptions and estimates are evaluated and revised on a continuous basis, we cannot rule out that projected scenarios could dramatically change in the short term, causing a severe impact on fundamentals and estimates, which could have a material impact on our results of operations and financial position.

 

Operational problems, fraud, errors, criminal events or terrorism may have a material adverse impact on our business, financial condition and results of operations.

 

Cybersecurity events or interruptions could negatively affect our reputation or results of operations and may result in litigation.

 

Our current credit ratings determine the cost and the terms upon which we are able to obtain funding in the ordinary course of business. Rating agencies regularly evaluate us by taking into account diverse factors, including our financial strength, the business environment and the economic backdrop in which we operate. Thus, any downgrade in Chile’s or our credit rating could increase our cost of funding, affecting our interest margins, results of operations and profitability.

 

 C: 

ii 

 

 

Risks Relating to our American Depositary Shares (“ADSs”)

 

Our principal shareholders are in a position to elect a majority of the members of our board of directors and control all matters decided by a shareholder vote, including the approval of fundamental corporate transactions. Therefore, they may have interests that differ from those of our other shareholders and their significant share ownership may have an adverse effect on the future market price of our ADSs and shares.

 

There may be a lack of liquidity and a limited market for our shares and ADSs, which could increase the volatility of the price of our ADSs.

 

ADS holders may exercise voting rights associated with common stock only in accordance with the deposit agreement governing our ADSs. Accordingly, ADS holders will face practical limitations when exercising their voting rights because ADS holders must first receive a notice of a shareholders’ meeting from the Depositary and may then exercise their voting rights by instructing the Depositary, on a timely basis, on how they wish to vote. In addition, although Chilean law requires that we grant preemptive rights to all of our shareholders (including holders of ADSs) whenever we issue new shares, such an offering may not be possible unless a registration statement under the Securities Act is effective with respect to such rights and shares, or an exemption from the registration requirements thereunder were available. As a result, ADS holders may be unable to exercise voting rights at shareholders’ meetings and preemptive rights.

 

COVID-19 or any other pandemic disease and health events will affect both the global and the Chilean economy, our business or results of operations and could affect our financial condition.

 

Risks Relating to Chile

 

Our core business and transactions are with customers doing business in Chile. Accordingly, our ability to grow our business volumes and results of operations, as well as enhance our financial condition, in general, depends on the dynamics of the Chilean economy and specific macroeconomic variables such as inflation, unemployment, interest rates, consumption and investment. If the Chilean economy stagnates or falls into recession, such an occurrence could have an adverse effect on our business growth and the business growth of the Chilean banking industry in general.

 

Currency fluctuations could adversely affect our results of operations, the value of our ADSs and any distributions on the ADSs.

 

Chile has corporate disclosure standards different from those you may be familiar with in the United States.

 

Chilean law may provide shareholders with fewer and less well-defined rights.

 

Our operations are highly dependent on the Chilean political and social environment, as most of our customers and borrowers do business in Chile. Thus, our results of operations, including asset quality and profitability, could be negatively impacted by unfavorable political and diplomatic developments, social instability or unrest, as well as dramatic changes in public policies, including expropriation, nationalization, international ownership legislation, interest rate caps and tax policy.

 

We are a party to collective bargaining agreements with various labor unions to which most of our employees belong. Disputes regarding the terms of these agreements, our potential inability to negotiate acceptable contracts with these unions, could result in strikes, work stoppages, or other slowdowns by the affected workers, among other things. In addition, recent and pending changes to Chilean labor and pension laws may increase costs. Therefore, reforms to labor and pension laws as well as labor strikes or slowdowns could adversely affect our results of operations.

 

 C: 

iii 

 

 

FORWARD-LOOKING STATEMENTS

 

This annual report on Form 20-F contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we have based these forward-looking statements on our expectations and projections about future events, it is possible that actual results may differ materially from our expectations. In many cases, we include a discussion of the factors that are most likely to cause forward-looking statements to differ from actual results together with the forward-looking statements themselves. These statements appear throughout this annual report, including, without limitation, under “Item 4. Information on the Company and “Item 5. Operating and Financial Review and Prospects.” Examples of such forward-looking statements include:

 

projections of operating revenues, net income (loss), net income (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios;

 

statements of our plans, objectives or goals, including those related to anticipated trends, competition and regulation;

 

statements about market risks, including interest rate risk and foreign exchange risk;

 

statements about our future economic performance or that of Chile or other countries in which we operate; and

 

statements of assumptions underlying such statements.

 

Words such as “believe,” “anticipate,” “plan,” “aims,” “seeks,” “expect,” “intend,” “target,” “objective,” “estimate,” “project,” “potential,” “predict,” “forecast,” “guideline,” “could,” “may,” “will,” “should” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements may relate to (i) our asset growth and financing plans, (ii) trends affecting our financial condition or results of operations and (iii) the impact of competition and regulations, but are not limited to such topics. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those described in such forward-looking statements included in this annual report as a result of various factors (including, without limitation, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates and operating and financial risks), many of which are beyond our control. The occurrence of any such factors not currently expected by us could significantly alter the results set forth in these statements.

 

Factors that could cause actual results to differ materially and adversely include, but are not limited to:

 

changes in general economic, business, political or other conditions in Chile, or changes in general economic or business conditions in Latin America, the United States, Europe or Asia;

 

changes in capital markets in general that may affect policies or attitudes towards lending to Chile or Chilean companies;

 

increased costs;

 

increased competition and changes in competition or pricing environments, including the effect of new technological developments;

 

unanticipated increases in financing and other costs or the inability to obtain additional debt or equity financing on attractive terms;

 

natural disasters or pandemics, such as the novel coronavirus known as COVID-19 (“COVID-19”);

 

the effect of tax laws on our business; and

 

the factors discussed under “Item 3. Key Information—Risk Factors.”

 

 C: 

iv 

 

 

You should not place undue reliance on forward-looking statements, which speak only as of the date that they were made. This cautionary statement should be considered in connection with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to publicly release any revisions to such forward-looking statements after the filing of this annual report to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

 

PRESENTATION OF FINANCIAL INFORMATION

 

We prepare our audited consolidated financial statements in Chilean pesos and in accordance with International Financial Reporting Standards (“IFRS”) in effect from time to time as issued by the International Accounting Standards Board (“IASB”).

 

Unless otherwise indicated, the financial information included in this annual report with respect to 2018, 2019 and 2020 has been derived from financial statements that have been prepared in accordance with IFRS. See Note 2(a) to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report. IFRS differs in certain significant respects from Chilean Generally Accepted Accounting Principles (the “Chilean GAAP”) as issued by the Superintendencia de Bancos e Instituciones Financieras de Chile (the “Superintendency of Banks and Financial Institutions” or “SBIF”). As a result, our financial information presented under IFRS is not directly comparable to any of our financial information presented under Chilean GAAP. Accordingly, readers should avoid such comparison.

 

In this annual report, references to “$,” “U.S.$,” “U.S. dollars” and “dollars” are to United States dollars, references to “pesos” or “Ch$” are to Chilean pesos (see Note 2(f)) to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report), and references to “UF” are to “Unidades de Fomento.” The UF is an inflation indexed Chilean monetary unit of account with a value in Chilean pesos that is linked to and adjusted daily to reflect changes in the Consumer Price Index (“CPI”) of the Instituto Nacional de Estadísticas (the “Chilean National Statistics Institute”). As of December 31, 2020 and April 23, 2021, one UF equaled Ch$29,070.33 and Ch$29,466.67, respectively.

 

This annual report contains translations of certain Chilean peso amounts into U.S. dollars at specified rates. These translations should not be construed as representations that the Chilean peso amounts actually represent such U.S. dollar amounts, were converted from U.S. dollars at the rate indicated in our audited consolidated financial statements as of and for the year ended December 31, 2020 or could be converted into U.S. dollars at the rate indicated. Banco de Chile utilizes the exchange rate of accounting representation, or spot exchange rate, for such matters. This is also described in “Item 3. Key Information—Selected Financial Data—Exchange Rates.” Thus, unless otherwise indicated, the U.S. dollar amounts have been translated from Chilean pesos based on the exchange rate of accounting representation as of December 30, 2020 as determined by our Treasury on a daily basis, based on the average of the daily closing bid and offer rates reported by Bloomberg for the Santiago Stock Exchange. As of December 30, 2020 (the latest practicable date, as December 31, 2020 was a banking holiday in Chile) and April 23, 2021, the exchange rates of accounting representation were Ch$711.90 = U.S. $1.00 and Ch$712.05 = U.S.$1.00, respectively. As of the same dates, the observed exchange rates, as published by Banco Central de Chile (the “Central Bank”), were Ch$711.24 = U.S.$1.00 and Ch$705.41 = U.S.$1.00, respectively.

 

The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.

 

Unless otherwise specified, all references in this annual report to total loans are to loans to customers before deducting allowances for loan losses, and they do not include loans to banks or contingent loans. In addition, all market share data and financial indicators for the Chilean banking system as compared to Banco de Chile’s financial information presented in this annual report are based on information published periodically by the CMF which is published under Chilean GAAP and prepared on a consolidated basis, unless otherwise indicated. For more information see “Item 4. Information on the Company—Business Overview—Competition.”

 

In this annual report, “past due loans” are any loans for which the counterparty has failed to make a payment when contractually due, including installments that are overdue, plus the remaining balance of principal and interest on such loans. In order to distinguish between different overdue time periods, the corresponding time period is included after the term “Past due Loans” (for example, “Past due Loans—90 days or more”). For more information, please see “Item 4. Information on the Company—Selected Statistical Information—Classification of Loan Portfolio Based on the Borrower’s Payment Performance.”

 

 C: 

 

 

According to Chilean regulations, as of the filing date and for the purposes of this annual report, regulatory capital (“Regulatory Capital”) consists of:

 

basic capital, which is composed of our paid-in capital, reserves and retained earnings, excluding capital attributable to subsidiaries and foreign branches (“Basic Capital”); and

 

supplementary capital, which is composed of the following: (i) our subordinated bonds, considered at issue price (reduced by 20% for each year during the period commencing six years prior to maturity), but not exceeding 50% of our Basic Capital; plus (ii) our voluntary allowances for loan losses (up to 1.25% of risk-weighted assets to the extent voluntary allowances exceed those that banks are required to maintain by law or regulation); minus (iii) our goodwill and unconsolidated investments in companies (“Supplementary Capital”).

 

Given the phase-in period for the implementation of Basel III in Chile, the above definitions are still in effect and they will be applicable until November 30, 2021. From December 1, 2021 onwards, new definitions for Regulatory Capital, including Common Equity Tier 1, Additional Tier 1, and Tier 2 Capital, will go into effect. For more information, see “Item 3. Key Information—Risk Factors—Risks Relating to our Operations and the Chilean Banking Industry—Restrictions imposed by regulations may constrain our operations and thereby adversely affect our financial condition and results” and “Item 4. Information on the Company—Regulation and Supervision— Modifications to the General Banking Act.”

 

Certain figures included in this annual report and in our audited consolidated financial statements as of and for the year ended December 31, 2020 have been rounded for ease of presentation. Percentage figures included in this annual report have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this annual report may vary slightly from those obtained by performing the same calculations using the figures in our audited consolidated financial statements as of and for the year ended December 31, 2020. Certain other amounts that appear in this annual report may similarly not sum due to rounding.

 

Inflation figures are those reported by the Chilean National Statistics Institute, unless otherwise stated herein or required by the context.

 

MACRO-ECONOMIC AND MARKET DATA

 

In this annual report, all macro-economic data relating to the Chilean economy is based on information published by the Central Bank. All market share data, financial indicators and other data relating to the Chilean financial system are based on information published periodically by the CMF, which is published under Chilean GAAP and prepared on a consolidated basis.

 

 C: 

vi 

 

 

Part I

 

Item 1Identity of Directors, Senior Management and Advisors

 

Not Applicable.

 

Item 2Offer Statistics and Expected Timetable

 

Not Applicable.

 

Item 3Key Information

 

SELECTED FINANCIAL DATA

 

The following tables present historical financial information about us as of the dates and for each of the periods indicated. The following tables should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report. The financial information for the years ended December 31, 2018, 2019 and 2020 is presented under IFRS. For financial information for the years ended December 31, 2016 and 2017, respectively, please refer to “Item 3—Selected Financial Data” in our annual report on Form 20-F for the year ended December 31, 2019 filed with the SEC on April 29, 2020, which is hereby incorporated by reference solely for the purpose of the financial information for the years ended December 31, 2016 and 2017.

 

Our audited consolidated financial statements have been prepared in accordance with IFRS for the years ended December 31, 2018, 2019 and 2020.

 

   For the Year Ended December 31, 
   2018   2019   2020   2020 
   (in millions of Ch$, except share
and per share data)
   (in thousands of U.S.$) 
IFRS:                
CONSOLIDATED STATEMENT OF INCOME DATA                
Interest revenue  Ch$ 2,000,617   Ch$ 2,113,548   Ch$ 1,876,795   US$ 2,636,318 
Interest expense   (679,640)   (742,270)   (560,007)   (786,637)
Net interest income   1,320,977    1,371,278    1,316,788    1,849,681 
Net fees and commissions income   359,955    457,302    445,968    626,448 
Net financial operating income   117,142    113,437    (11,279)   (15,844)
Foreign exchange transactions, net   2,701    30,886    156,662    220,062 
Other operating income   45,295    32,315    26,671    37,465 
Provisions for loan losses   (249,771)   (331,601)   (547,106)   (768,515)
Total operating expenses   (839,708)   (902,250)   (877,752)   (1,232,971)
Income attributable to associates   6,811    6,039    (5,099)   (7,163)
Income before income taxes   763,402    777,406    504,853    709,163 
Income taxes   (159,768)   (173,661)   (103,223)   (144,997)
Net income from continued operations, net of taxes  Ch$603,634   Ch$603,745   Ch$401,630   US$564,166 
Net income from discontinued operations, net of taxes   

    

    

    

 
Net income for the year  Ch$603,634   Ch$603,745   Ch$401,630   US$564,166 
Attributable to:                    
Equity holders of the parent   603,633    603,744    401,629    564,165 
Non-controlling interest   1    1    1    1 
Earnings per share(2)   5.98    5.98    3.98    0.01 
Earnings per ADS   1,195.11    1,195.33    795.17    1,116,97 
Dividends per share(3)   3.76    3.53    3.47    0.00 
Weighted average number of shares (in millions)   101,017.08    101,017.08    101,017.08      

 

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   For the Year Ended December 31, 
      2020   2020 
   (in millions of Ch$, except share
and per share data)
   (in thousands of U.S.$) 
IFRS:            
CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA            
Cash and due from banks  Ch$ 2,392,166   Ch$ 2,560,216   US$ 3,596,314 
Transactions in the course of collection   331,420    163,252    229,319 
Financial assets held-for-trading   1,872,355    4,666,156    6,554,510 
Cash collateral on securities borrowed and reverse repurchase agreements   142,329    76,407    107,328 
Derivative instruments   2,786,215    2,618,004    3,677,488 
Loans and advances to banks   1,140,081    2,939,198    4,128,667 
Loans to customers, net   29,384,039    30,101,583    42,283,443 
Financial assets available-for-sale   1,366,343    1,068,153    1,500,426 
Investments in other companies   48,442    42,338    59,472 
Intangible assets   91,717    94,111    132,197 
Property and equipment   220,262    217,928    306,122 
Leased assets   150,665    118,829    166,918 
Investment properties   13,190    12,833    18,026 
Current tax assets   357    22,949    32,236 
Deferred tax assets, net   231,293    292,517    410,896 
Other assets   843,000    556,486    781,691 
Total assets   41,013,874    45,550,960    63,985,053 
Current accounts and other demand deposits   11,326,133    15,167,229    21,305,280 
Transactions in the course of payment   98,869    882,944    1,240,264 
Cash collateral on securities lent and repurchase agreements   308,734    288,917    405,839 
Saving accounts and time deposits   10,856,618    8,899,541    12,501,111 
Derivative instruments   2,818,421    2,841,653    3,991,646 
Borrowings from financial institutions   1,563,277    3,669,753    5,154,872 
Debt issued   8,813,414    8,593,595    12,071,351 
Other financial obligations   156,229    191,713    269,298 
Lease liabilities   146,013    115,017    161,563 
Currents tax liabilities   76,289    311    437 
Deferred tax liabilities, net            
Provisions   203,374    237,620    333,783 
Employee benefits   109,075    111,243    156,262 
Other liabilities   631,667    554,343    778,681 
Total liabilities  Ch$37,108,113   Ch$41,553,879   US$58,370,387 
Total equity   3,905,761    3,997,081    5,614,666 
Total liabilities and equity  Ch$41,013,874   Ch$45,550,960   US$63,985,053 

 

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   As of December 31, 
   2018   2019   2020 
IFRS:            
CONSOLIDATED RATIOS            
Profitability and Performance            
Net interest margin(4)   4.35%   4.13%   3.50%
Return on average total assets(5)   1.76    1.59    0.90 
Return on average equity(6)   16.78    15.15    10.10 
Capital               
Average equity as a percentage of average total assets   10.51    10.48    8.93 
Bank regulatory capital as a percentage of minimum regulatory capital   287.45    268.37    263.11 
Ratio of liabilities to regulatory capital(7)   10.40    11.24    11.56 
Credit Quality               
Substandard loans as a percentage of total loans(8)   2.96    2.98    3.79 
Allowances for loan losses as a percentage of substandard loans(8)   70.84    72.58    71.23 
Provision for loan losses as a percentage of average loans   0.95    1.15    1.78 
Allowances for loan losses as a percentage of total loans   2.10    2.16    2.70 
Operating Ratios               
Operating expenses/operating revenue   45.49    45.00    45.37 
Operating expenses/average total assets   2.45    2.37    1.97 

 

 

(1)Translations of Chilean peso amounts into U.S. dollars are based on the exchange rate of accounting representation, or the spot exchange rate, which is determined on a daily basis by our Treasury, based on the average of the daily closing bid and offer rates reported by Bloomberg for the Santiago Stock Exchange. Thus, amounts stated in U.S. dollars as of and for the fiscal year ended December 31, 2020 have been translated from Chilean pesos based on the spot exchange rate of Ch$711.90 to U.S. $1.00 as of December 31, 2020.
(2)Earnings per share data have been calculated by dividing net income by the weighted average number of shares outstanding during the year.
(3)Dividends per share data are calculated by dividing the amount of the dividend paid during each year by the previous year’s number of shares outstanding.
(4)Annualized net interest income divided by average interest earning assets. The average balances for interest earning assets, including interest and readjustments, have been calculated on the basis of our daily balances and on the basis of monthly balances for our subsidiaries. Net interest margin includes the interest earned on trading securities, which is accounted for under Other Income (Loss), Net.
(5)Net income for the year divided by average total assets based on daily balances.
(6)Net income for the year divided by average equity based on daily balances.
(7)Total liabilities divided by bank regulatory capital.
(8)See “Item 4. Information on the Company—Selected Statistical Information—Analysis of Substandard and Past Due Loans.”

 

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Exchange Rates

 

The Central Bank Act empowers the Central Bank to determine that certain purchases and sales of foreign currency specified by law must be carried out in the Mercado Cambiario Formal (the “Formal Exchange Market”). The Formal Exchange Market is composed of banks and other entities so authorized by the Central Bank. The observed exchange rate for any given day equals the average exchange rate of the transactions conducted in the Formal Exchange Market on the immediately preceding banking day, as certified by the Central Bank. Even though the Central Bank is authorized to carry out its transactions at the rates it sets, it generally uses the spot rate for its transactions. Authorized transactions by other banks are generally carried out at the spot rate.

 

Purchases and sales of foreign exchange are not required to be conducted in the Formal Exchange Market and therefore may be carried out in the Mercado Cambiario Informal (the “Informal Exchange Market”). There are no price limits imposed on transactions carried out in the Informal Exchange Market.

 

Banco de Chile utilizes the exchange rate of accounting representation, or spot exchange rate, for such matters. The exchange rate of accounting representation is determined on a daily basis by our Treasury based on the average of the daily closing bid and offer rates reported by Bloomberg, for the Santiago Stock Exchange.

 

The observed exchange rate on April 23, 2021 was Ch$705.41 = U.S.$1.00. As of the same date, the exchange rate of accounting representation, or spot exchange rate, was Ch$712.05 = U.S.$1.00.

 

The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.

 

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RISK FACTORS

 

The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties that we do not know about or that we currently think are immaterial may also impair our business operations in the future. Any of the following risks, if they actually occur, could materially and adversely affect our business, results of operations, prospects and financial condition.

 

We are also subject to market risks that are presented both in this subsection and in Note 42 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report.

 

Risks Relating to our Operations and the Chilean Banking Industry

 

The growth of our loan portfolio in riskier segments may expose us to increased loan losses.

 

During the last five years, our total loan portfolio has grown at a compounded average growth rate (“CAGR”) of 4.7% per year. This expansion has been primarily fostered by growth in both residential mortgage (7.9% per year on average) and commercial loans (4.1% per year on average), and, to a lesser extent, by an expansion in consumer loans (1.1% per year on average). The growth in our loan book has been aligned with our mid-term strategic goals, which aim to diversify our business model by optimizing our risk-return relationship in order to maintain profitable growth. In 2020, however, as a result of the prevailing macroeconomic conditions due to the spread of COVID-19, loan growth was severely affected by lower demand for loans, higher unemployment and significant uncertainties regarding the economic outlook in Chile, resulting in a significant decrease in consumer loans granted to individuals and constrained growth in commercial loans for companies. Notwithstanding these recent trends, we recognize that the expansion experienced by our retail banking segment over the last years may expose us to higher levels of charge-offs and may require us to establish higher levels of allowances for loan losses in the future. This is due to the fact that the average retail customer is riskier than large companies and corporations, since they are more exposed to the economic cycle than wholesale customers as evidenced during the downturn caused by the COVID-19 pandemic. For example, individuals are impacted by economic factors such as employment and SMEs are impacted by economic conditions affecting domestic demand. For this reason, we are constantly striving to develop and utilize improved scoring and approval models, while strengthening our collection procedures in order to mitigate the risks associated with this business growth. For the year ended December 31, 2020, our loan portfolio was Ch$30,937,690 million, which represented a 3.0% annual increase as compared to the Ch$30,033,272 million we recorded as of December 31, 2019. Our allowances for loans losses increased 28.8% from Ch$649,233 million in 2019 to Ch$836,107 million in 2020, mainly attributable to a surge in expected credit losses associated with the economic contraction caused by the COVID-19 pandemic during 2020, which deteriorated the risk profiles of individuals, SMEs, middle market companies and, to a lesser extent, large companies and corporations. From the individuals’ point of view, the COVID-19 pandemic significantly reduced disposable income, based on a sudden surge of unemployment, mobility restrictions for self-employed people and longstanding lockdowns that restricted the possibility to apply for new jobs, all of which undermined payment capacity. In the case of companies, the sharp decrease in commercial activity, lockdowns and additional costs associated with sanitary measures, reduced cash flows in the short-term, which consequently deteriorated their short-term financial condition. This trend also translated into high probabilities of default and higher credit risk allowances. As a result, our risk-index ratio (allowances for loan losses to total loans) increased from 2.16% in 2019 to 2.70% in 2020.

 

Our loan portfolio may not continue to grow at the same or similar rates as it has in the past.

 

Double-digit loan growth during the decade ending in 2013, particularly fostered by increased banking penetration of (i) lower and middle income segments and (ii) small and medium-sized companies resulted in a marked expansion in consumer, mortgage and commercial loans in the Chilean banking industry. However, the deceleration of the local economy from 2013 to 2017 and the introduction of diverse reforms on general matters, including both banking and non-banking rules, have threatened both the industry’s pace of growth and banking penetration rate, leading to a slowdown in investment spending (capital expenditures) and deteriorated consumer confidence and business sentiment, as evidenced by the indices (Indice de Percepción Económica de los Consumidores (“IPEC”) and Indice Mensual de Confianza Empresarial (“IMCE”)) used by the Central Bank. This trend seemed to shift by the end of 2018, reflected by an economic recovery produced by a rebound in investment spending and GDP growth of 3.9%. This supported a stronger demand for commercial loans and an 11.9% annual growth of total loan balances managed by the Chilean banking industry as a whole. In 2019, however, GDP recorded a moderate annual expansion of 1.1%, highly influenced by the effect of the social unrest in Chile on October 18, 2019. Despite this subdued performance, the loan portfolio managed by the banking industry increased by 10.0% in nominal terms in 2019, mainly explained by a decoupled behavior of mortgage loans, evidenced by sustained growth of 11.2% over the course of the year.

 

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During 2020, the global health emergency derived from the COVID-19 pandemic resulted in a deteriorated macroeconomic scenario in Chile, as depicted by a 5.8% GDP contraction and a surge in unemployment rate from 7.3% in December 2019 to 10.3% in December 2020. These figures were undoubtedly influenced by long-lasting lockdowns and other measures taken by the Chilean health authority in order to reduce mobility and social interaction across the country, which eventually led to many economic sectors (such as tourism, construction, retail and restaurants, among others) to cease or reduce their operations for months. In this environment, the loan portfolio managed by the banking industry grew at a moderate annual rate of 2.4% in nominal terms (excluding operations of subsidiaries abroad). This figure was primarily influenced by residential mortgage loans, which continued to be decoupled from economic dynamics backed by unprecedented low interest rates. To a lesser extent, the governmental support program aimed at promoting lending for companies by guaranteeing working capital loans for SMEs and middle market companies, translated into a boost in commercial loans balances during the period. Still, consumer loans were substantially affected by the deteriorated macroeconomic scenario during the first three quarters of the year, as evidenced by the drop in household spending and lower payment capacity until an improvement in individuals’ financial stability was seen by the end of the third quarter, as a result of a fiscal aid package that translated into direct money transfers, the monetary actions taken by the Central Bank in order to ensure liquidity in the local market, and also the two consecutive withdrawals from pension funds approved by the Chilean Congress.

 

Despite the recovery in the second half of the year, as shown by the year-end 2020 figures, many factors could adversely affect the growth rate of the industry and, therefore, the expansion of our loan portfolio including, but not limited to: (i) a slowdown or negative GDP growth, (ii) changes in household or investment spending, (iii) changes in banking customers’ behavior, and (iv) any effect related to social trends, social unrest, pandemics or any event affecting the growth potential of the Chilean economy. Similarly, this could affect our credit quality indicators causing us to establish higher allowances for loan losses. For more information, see “Item 4. Information on the Company—Regulation and Supervision” and “Item 4. Information on the Company—Selected Statistical Information.”

 

Restrictions imposed by regulations may constrain our operations and thereby adversely affect our financial condition and results.

 

We are subject to regulation by the Financial Market Commission (“CMF”). In addition, we are subject to regulation by the Central Bank with respect to certain matters, including liquidity management, among others. See “Item 4. Information on the Company—Regulation and Supervision.”

 

The CMF was established in January 2018 pursuant to Law No. 21,000 and replaced the Superintendency of Securities and Insurance (“SVS”). Following Law No. 21,130 (Modernization of Banking Legislation) in June 2019, the former banking supervisor (the “Superintendency of Banks and Financial Institutions” or “SBIF”) merged into the CMF, and all the powers previously vested in the SBIF were transferred to the CMF. Accordingly, the CMF currently oversees the Chilean Financial Market (comprised of publicly traded companies, insurance companies, insurance brokers, mutual funds and investment funds) as well as the Chilean banking industry as a whole and some non-bank lenders.

 

Pursuant to the Ley General de Bancos (the “General Banking Act”) all Chilean banks may, subject to the approval of the CMF, engage in certain non-banking businesses approved by the law. The CMF’s approval will depend on the risk of the activity and the strength of the bank. Furthermore, the General Banking Act currently imposes on the Chilean banking system a modified version of the capital adequacy guidelines issued by the Basel Committee on Banking Regulation and Supervisory Practices (the “Basel Committee”) and limits the discretion of the CMF to deny new banking licenses.

 

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On October 3, 2018, the Chilean Congress passed modifications to the General Banking Act in diverse topics, including the adoption of Basel III guidelines for the Chilean banking industry. These modifications were enacted in Law No. 21,130 on December 27, 2018 and subsequently published on January 12, 2019. This law addresses four main topics aimed at modernizing the Chilean banking framework by means of:

 

(i)Adopting the Basel III Guidelines, considering a phased-in transition from Basel I to be completed four years after the new specific banking framework is issued by the regulator. In light of the COVID-19 outbreak in Chile, on March 30, 2020 the CMF announced the introduction of certain modifications to the Basel III initial implementation schedule. In summary, the CMF decided to postpone the beginning of Basel III requirements associated with risk-weighted assets from December 2020 to December 2021. Similarly, the phase-in periods for systemic and conservation buffers, were delayed by one year, now starting in December 2021. However, the systemic buffer will start at zero in December 2021, which could gradually increase overtime. Also, regulatory capital adjustments were postponed one year, now starting in December 2022. Given the changes made to the original schedule, no additional capital requirements will be imposed on local banks before December 2021. For more information, see “Item 5. Operating and Financial Review and Prospects—Operating Results—Impacts of COVID-19 in 2020.”

 

(ii)Introducing changes to the local regulator’s corporate governance, such that all the powers currently vested in the former regulator (SBIF) were transferred to the CMF. The former SBIF merged into the CMF in June 2019.

 

(iii)Reforming the resolution regime for Chilean banks in the case of insolvency.

 

(iv)Introducing changes in relation to confidential information of banks’ customers, among others topics.

 

Following the phase-in period set by the law, the former SBIF merged into the CMF in June 2019.

 

Since May 2019, the CMF began the publication for comment in respect of their rule-making on a diverse and wide array of topics associated with Basel III. By December 2020, 11 out of 12 final rules had been issued by the CMF. There is only one piece of regulation pending of issuance, which is the specific ruling associated with limits to large or single exposures (Article N°83 of General Banking Act). The Chilean regulator has not informed us as to when it would be available for banks. Also, the methodology to activate or deactivate the countercyclical buffer, to be defined by the Central Bank and monitored by the CMF, is still pending of issuance.

 

The rules already in place are: (i) the guidelines for calculation and composition of regulatory capital, (ii) conditions for the issuance of financial instruments representing additional Tier 1 capital, (iii) conditions for the issuance of financial instruments representing Tier 2 capital, (iv) a framework for determination of credit risk-weighted assets for banks under both a standardized methodology and internal models, (v) a standardized framework for determining market risk-weighted assets for the trading book, (vi) a standardized methodology for determining operational risk-weighted assets, (vii) additional common equity Tier 1 capital requirements, including both a conservation buffer and a countercyclical buffer, (viii) a methodology for determining systemically important banks or groups of banks and additional requirements for these types of banks, (ix) a framework for the calculation of leverage ratio, (x) the Pillar 2 framework for the regulatory review process, and (xi) Pillar 3 disclosure requirements.

 

Regarding capital requirements, the new regulatory thresholds banks will have to comply with were defined, as follows:

 

ØCommon Equity Tier 1 (“CET1”) above 4.5% of risk-weighted assets;

 

ØTier 1 = Common Equity Tier 1 + Additional Tier 1 (“AT1”) above 6.0% of risk-weighted assets;

 

ØTier 1 + Tier 2 above 8.0% of risk-weighted assets;

 

ØConservation Buffer of 2.5% of risk-weighted assets;

 

ØPotential Countercyclical Buffer of up to 2.5% of risk-weighted assets;

 

ØPotential Systemically-Important Banks (D-SIB) Buffer in the range of 1.0% to 3.5% of risk-weighted assets;

 

  Ø Potential Pillar 2 Buffer of up to 4.0% of risk-weighted assets.

 

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For more detailed information on each specific regulation and capital thresholds, see “Item 4. Information on the Company—Regulation and Supervision—Modifications to the General Banking Act.”

 

Our capital adequacy ratios under the previous and new regulatory frameworks, as of December 2020, are as follows:

 

Ratio

  Basel I   Basel III 
Leverage Ratio   7.64%   7.80%
CET1 Ratio   12.19   12.32
Tier 1 Ratio   12.19   13.82
Total Capital Ratio   15.96%   16.16%

 

On March 31, 2021 the CMF announced that based on the information provided by local banks for the year ended December 31, 2020, there are six domestic systemically important banks, including us, which will be subject to systemic buffers. However, as of the date of this annual report we have not received any notice regarding the buffer that will apply to us. As a result, since we have no absolute certainty regarding the limits that will be finally imposed by the CMF to the banking industry, and on us in particular in terms of potential capital buffers, we cannot assure you that our profitability will not be impacted by actions we may take in order to fulfill new regulatory thresholds. For more information, see “Item 4. Information on the Company—Regulation and Supervision—Modifications to the General Banking Act.”

 

Since 2016, banks have been required to report and monitor liquidity ratios, such as Liquidity Coverage Ratio (“LCR”) and Net Stable Funding Ratio (“NSFR”), for information purposes only. On May 4, 2018 the Central Bank published for comment an amendment to Chapter III.B.2.1 of Compendio de Normas Financieras (the Compendium of Financial Norms), focused on proposing a minimum requirement for the LCR, considering a phase-in period of five years, starting at 60% in 2019 and reaching the final limit of 100% in 2023 (with annual increments of 10% between 2019 and 2023). Given the phase-in period established for the LCR limit, we do not see any significant impact on our financial condition, results of operation or profitability in the medium term. Nevertheless, we cannot assure whether any other new liquidity requirements, if any, will have a material adverse effect on us. It is important to note that in light of the situation caused by the COVID-19 outbreak, the Central Bank announced the possibility of temporarily easing certain liquidity requirements, particularly associated with 30-day and 90-day cash flows mismatches, while stating that LCR limits could also be temporarily softened during the duration of the pandemic. However, none of these measures have been necessary in the case of Banco de Chile in 2020 or 2021, periods in which we have maintained significant liquidity surplus. For more information on liquidity matters, see “Item 4. Information on the Company—Regulation and Supervision—Liquidity Risk Regulations” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Impacts of COVID-19 in 2020.”

 

As for credit risk allowances, on July 6, 2018 the former SBIF published the final amendments to the provisioning rules for commercial loans evaluated on a group basis, which established standardized models for leasing loans, student loans and other commercial loans (not included in the former categories). In addition, the new set of rules also addressed other topics related to loan provisioning. The new provisioning criteria went into effect in July 2019 and had no material impact on our results of operations under both Chilean GAAP and IFRS. Nevertheless, we cannot rule out that future changes in the provisioning rules for other types of loans or related definitions will not affect our results under IFRS or Chilean GAAP, as applicable.

 

Additionally, the Chilean Government has focused on matters related to consumer protection in recent years. Since 2010, several legal and administrative regulations have been amended and revoked in order to strengthen consumer protection and the relationship between financial institutions and their customers.

 

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In May 2020, the Chilean Congress passed a law that modifies the current framework regarding liabilities for payment service providers (such as banks) in cases of fraudulent transactions in credit and debit cards, and in electronic funds transfers. Among other matters, these new regulations demand that funds charged, which are later unrecognized by the customer, must be returned by the payment service provider when the transaction does not exceed UF 35 (equivalent to Ch$1.0 million as of March 31, 2021), and if greater, the payment service provider must return such amount, enabling the financial entity to retain the excess to the extent it judicially proves wrongdoing from the customer. As expected, this new legislation signified an important increase in our liabilities towards customers due to digital fraud during 2020 compared to previous years, since we are now legally obliged to assume certain losses suffered by our customers. Although we have implemented an array of measures and campaigns with our customers, which signified that we have been able to adequately mitigate the impact of this legislation, we cannot assure you that we will not continue to see an increase in our liabilities as a result of this new legislation. For further information on the obligations and liabilities imposed by, and characteristics of, this new legislation, see “Item 4. Information on the Company—Regulation and Supervision—Consumer-Oriented Regulation.”

 

On April 20, 2021, new legislation that modifies consumer protection laws, prohibiting and limiting certain extrajudicial, or out-of-court, debt collection actions towards individuals and SMEs was enacted. Regarding banks, among other matters, this new law (i) limits the number and type of out-of-court collection measures, (ii) requires keeping detailed records of such actions up to two years after they have been initiated, and (iii) prohibits continuing with out-of-court collection actions once a collection has been initiated in court. We believe that this legislation could reduce our ability to recover delinquencies in our individuals’ and SMEs’ portfolios and could have an impact in our net portfolio expenses and collection costs. This could also signify that we may have to modify strategies in our collection processes to ensure rigorous compliance with the applicable regulation and our internal policies. Consequently, we cannot rule out that this could have an adverse effect on Banco de Chile and the financial industry.

 

As of mid-April 2021, a bill addressing a broad range of financial regulation and services was approved by the Chilean Congress and enacted by the Chilean Government. With respect to loan products, this law sets new rules on the application of interests and fees. The main modifications introduced by this new law are: (i) it states that no interests may be charged on the portion of credits that is already paid; (ii) it forbids charging simultaneously and jointly default interests with other kinds of interest over the same amount; and (iii) it establishes that, during the 12 months following the publication of this law, the CMF will dictate specific regulation addressing the extent by which fees or and/or commissions may be charged on credit transactions. These ancillary regulations pending to be issued by the CMF could limit our ability to charge and earn fees or commissions on certain credits and loan products. Therefore, as of the date of this annual report, we cannot yet determine or rule out whether this new law will negatively affect our results of operations in the future.

 

In addition, there are several bills modifying matters related to loans and credit products, such as interest rate ceilings, prepayment fees and the possibility of capitalizing interests, most of which were introduced by members of the Chilean Congress during the October 2019 aftermath and the COVID-19 pandemic, and include an array of amendments from different perspectives. Some of them also aim to ease the financial burden of certain banking borrowers, such as SMEs and individuals. One of these bills proposes to suspend six credit-related installments for consumer and mortgage loans by postponing these payments to the end of the liability, bearing no additional interests. Since most of these bills are currently at early stages in the Chilean Congress, there is no certainty whether any or all of them will be further discussed or not, and as to when or how these bills could change the current regulatory framework. Therefore, we cannot determine or assure you whether they will materially affect our results of operations in the future.

 

From the taxation perspective, on August 23, 2018 the Chilean Government sent a bill to the Chilean Congress, which was intended to modernize the Chilean tax system. The Congress, in conjunction with the Government, introduced certain modifications to the original bill, which was passed by the Congress in January 2020 and enacted on February 24, 2020 (Law No. 21,210). Further measures were introduced as part of emergency plans to reactivate the economy following the COVID-19 pandemic. In addition, at the beginning of April 2021, members of the Chilean Congress proposed legislation aiming to raise the corporate tax rate for large companies from 27% to 30%, which would be applicable for two fiscal years (2021 and 2022) to the extent their average pre-tax income in the previous three years exceeds UF 1,000,000 (equivalent to US$41 million as of March 31, 2021), which is the case for Banco de Chile. However, a reform to the Chilean Constitution would be necessary for such purposes. At this point, there is no certainty whether this legislation will pass or if the proposed draft will be modified, therefore we cannot yet determine or rule out whether this legislation, if passed, could have a material impact on our results of operations in the future or not. For more information on current tax regulation (Law No. 21,210), please see “Item 4—Information on the Company—Regulation and Supervision—Amendments to the Reform that Modified the Chilean Tax System” and “Item 10—Additional information—Taxation—Chilean Tax Considerations.”

 

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Lastly, we cannot assure you that regulators will not impose more restrictive limitations in the future on the activities of banks, including us, than those that are currently in effect. Any such change in terms of capital adequacy, liquidity, credit risk provisioning, consumer protection, bankruptcy and taxation, among other matters, could have a material adverse effect on our results of operations or financial condition in a fashion that we cannot determine in advance. For more information, see “Item 4. Information on the Company—Regulation and Supervision.”

 

Modifications to reserve requirements may affect our growth capacity and margins.

 

According to the local banking regulation, demand deposits and time deposits are subject to reserve requirements of 9.0% and 3.6% (with terms of less than one year), respectively. However, the Central Bank is entitled to require banks to maintain reserves of up to 40.0% for demand deposits and up to 20.0% for time deposits, to the extent needed for monetary policy purposes. In addition, if the aggregate balance of demand deposits and other demand accounts (e.g., deposits in current accounts, other demand deposits or obligations payable on demand and incurred in the ordinary course of business, saving deposits that allow unconditional withdrawals that bear a stated maturity, and other deposits payable immediately unconditionally) held by a bank exceeds 2.5 times its regulatory capital, that bank is required to set a technical reserve equivalent to the full amount of the excess. In this regard, as part of the implementation of Basel III, the new regulation establishes that systemically important banks could be subject to stricter technical reserve requirements, since the threshold of 2.5 times the regulatory capital could be reduced to 1.5 times. Conditions to set this additional requirement are part of the faculties of the CMF, although the decision to impose such additional requirement must be agreed with the Central Bank. We cannot assure you that we will not be subject to such requirement in the future, which in turn could impact our capacity to afford balance sheet growth and could have a material adverse effect on our net interest margin.

 

Changes in accounting standards could impact our results.

 

The IASB, or other regulatory bodies, periodically introduce modifications to financial accounting and reporting standards under which we prepare our consolidated financial statements. These changes can materially impact the means by which we report financial information, affecting our results of operations. Also, we could be required to apply new or revised standards retroactively.

 

Currently, we cannot assure you that future changes in financial accounting and reporting standards will not substantially affect our results of operations or performance indicators, as we do not know the extent of future standards.

 

Increased competition and industry consolidation may adversely affect our operations.

 

The Chilean market for financial services is highly competitive. We compete with Chilean and foreign banks, with Banco del Estado de Chile, which is state-owned, and with other providers of financial services that are not part of the banking industry. In addition, the retail segment (which encompasses individuals and small and medium-sized companies) has become the target market of several banks, since banking penetration is still in progress in Chile, particularly in this segment. Accordingly, competition within this market is increasing as banks are continuously incorporating new and tailored products and services, while striving to improve service quality and to accelerate digital transformation. Further, following the new rules issued in the last years by the Chilean regulator, the processing and merchant acquiring services for payment cards (particularly related to new acquirers) may now be accomplished through a four-party mechanism, as done in some developed economies. This model facilitates the entry of new players. As of the date of this annual report, most merchant acquiring services are provided in Chile by Transbank S.A. (of which we held a 26.16% direct ownership as of December 31, 2020), whereas some competitors have already begun to implement this new four-party model for their own business. As a result, net interest margins (once deducted provisions for loan losses) or fee-based income in these sub-segments could decline over time.

 

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In relation to the abovementioned four-party mechanism for processing and merchant acquiring services for payment cards, since July 2020 there is a bill under discussion in the Chilean Congress which seeks to regulate limits to rates or fees (“Interchange Rates”) charged by payment card issuers (such as banks) to the operating companies (acquirers) in this four-party model. This bill creates a technical committee that will periodically determine limits applicable to Interchange Rates. The first set of limits would be established by the committee within 15 months once the legislation is passed. Currently, a non-contentious proceeding is being carried out in the Chilean Antitrust Court (Tribunal de Defensa de la Libre Competencia), with the purpose of establishing temporary rules setting forth limits on Interchange Rates, applicable until these matters are addressed by legislation. Notwithstanding the progress of both the bill and the proceeding before the Chilean Antitrust Court, and given the uncertainty regarding the limits on Interchange Rates that could be determined by the technical committee, as of the date of this annual report we are unable to assess the impacts this regulation could have on the banking industry and our results of operations.

 

We also face increasingly significant competition from non-banking competitors in some of our credit products, especially credit cards and installment loans, including large department stores and private compensation funds, as well as saving and credit cooperatives. In addition, we face competition from other types of lenders, such as non-banking leasing, crowdfunding, factoring and automobile financing companies, especially in credit products, mutual funds, pension funds and insurance companies within the market for savings products and insurance companies in the market for mortgage loans. Likewise, other non-traditional providers of financial services have emerged over the last years, such as e-commerce, fintech companies, Telecom companies, like internet and mobile phone providers, that may set and provide offerings, in the form of temporary financing, directly to their customers. Some of these companies may have more resources than us, including larger customer bases, stronger brand recognition and more effective marketing tools. They may also adopt more aggressive pricing, while devoting significant resources to technology, infrastructure and marketing as it is part of their core business. Some of these non-banking competitors are not regulated by the CMF for purposes of banking supervision. Therefore, they are not subject to the same specific solvency or liquidity requirements, among other requisites, as banks are. Nevertheless, banks continue to be the main suppliers of leasing, factoring and mutual fund management, directly or indirectly through subsidiaries, while growing quickly in insurance brokerage services. However, we cannot assure you that this trend will continue in the future.

 

Likewise, we are aware that new competitors may enter the market, or existing competitors may innovate their services and strategies to improve the quality of services rendered to their customers. If we fail to effectively anticipate or adapt to new trends in the financial services industry, including changes in the way of delivering financial products and services, introduction of emerging technologies, changes in customer behavior or adaption of the kinds of services offered to or needed by them, our business may be adversely affected. In addition, new technologies, including cryptocurrencies and payment systems, may result in substantial expenditures to adapt and update our existing products and services as we continue to grow our internet and mobile banking capabilities.

 

Also, in the past, increasing competition within the Chilean banking industry has been accompanied by a consolidation wave and the entry of international players in to the system through multiple mergers and acquisitions. These trends have continued and resulted in the creation of larger and stronger banking conglomerates, offering a wide range of products and services and targeting most of the segments in the Chilean banking market. These dynamics may adversely impact our results of operations as they may translate into higher interest rates paid on deposits and lower interest rates earned on loans, resulting in decreased net interest margins.

 

For more information regarding past and recent changes in the Chilean banking industry see “Item 4. Information on the Company—Business Overview—Competition.”

 

Our exposure to certain segments of the retail market could lead to higher levels of total past due loans and subsequent charge-offs.

 

Although we have historically been focused on wholesale banking, over the last years we have continued to reorient our commercial strategy to increase penetration of the retail banking segment. In fact, according to our management information systems, the share of the retail banking segment in our total loan book has increased from 53.6% in 2014 to 64.2% in 2020. Although this trend has been associated with expansion in middle and higher income personal banking, our retail banking segment is also composed of small and medium-sized companies (approximately 16.1% of our total loan book as of December 31, 2020, which consists of companies with annual sales of up to ~Ch$2,000 million) and, to a lesser extent, of lower-income individuals (approximately 1.9% of our total loan book as of December 31, 2020, which consists of individuals with monthly incomes ranging from Ch$180,000 to Ch$500,000). Since these customers are likely to be more severely affected by adverse developments in the Chilean economy than large corporations and higher-income individuals, such as those in 2020 as a result of the COVID-19 pandemic, we may be exposed to higher levels of past due loans and subsequent write-offs in the future, which could result in materially higher allowances for loan losses that could adversely affect our results of operations.

 

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As of December 31, 2020, our past due loans (loans 90-days or more past due) amounted to Ch$299,408 million, which represented a 28.5% annual decrease when compared to the Ch$418,768 million recorded in 2019. These figures translated into past due ratios (loans 90-days or more past due over total loans) of 1.39% in 2019 and 0.97% in 2020. According to our management information systems, as of December 31, 2020 our past due loans (loans 90-days or more past due) were composed of 80.4% retail banking 90-days or more past due loans (consumer and residential mortgage loans to individuals, as well as commercial loans to small and medium sized companies) and 19.6% wholesale banking 90 days or more past due loans (commercial loans to large companies and corporations). During the prior fiscal year, our past due loans (90 days or more) portfolio was composed of 86.5% retail banking past due loans (90 days or more) and 13.5% wholesale banking past due loans (90 days or more).

 

A combination of various market dynamics impacting our segments affected our past due loans (loans 90-days or more past due) ratio in the year ended December 31, 2020. We experienced an annual decrease of approximately Ch$121,751 million in past due loans in the retail segment, whereas past due loans (loans 90- days or more past due) in the wholesale banking segment increased by Ch$2,391 million, both as compared to 2019. Although this trend in the retail segment could seem to be contradictory in the context of the COVID-19 pandemic, it was primarily explained by a high comparison base effect, as the social unrest and the subsequent protests and upheavals in the fourth quarter of 2019 weakened some of our customers’ payment capacity while not permitting others to meet their obligations as many banks and stores had temporary changes in working hours, all of which led to a sharp increase in past-due loans (loans 90- days or more past due) in 2019. In addition, past-due loans (loans 90- days or more past due) in 2020 decreased as a consequence of measures taken by local authorities and the banking system in order to relieve debt pressures faced by individuals and companies, particularly as a result of the effect of the COVID-19 pandemic. These measures included: (i) refinancing installments of mortgage and consumer loans offered by banks to their customers, (ii) direct money transfers made by the government as part of a significant fiscal aid package, (iii) two consecutive withdrawals from individual pension funds in July and December 2020 as approved by the Chilean Congress, and (iv) a special government-guaranteed loan program for SMEs and middle market companies with the aim of improving their liquidity. The trend for the retail banking past due loans (90 days or more) was primarily associated with consumer loans granted to individuals, explaining 53.8% of the total decrease in the retail banking segment, aligned with the aforementioned drivers. To a lesser extent, residential mortgage loans granted to individuals explained 23.3% of this annual drop. In the wholesale banking segment, the growth in past-due loans (90- days or more) was explained by liquidity difficulties due to the aftermath effects of the pandemic in Chile during 2020. As a result, past-due ratios (90 days or more past-due loans over total loans) decreased from 1.89% in 2019 to 1.21% in 2020, and increased from 0.53% in 2019 to 0.84% in 2020, in the retail banking and the wholesale banking segment, respectively.

 

Since the unpredictability of certain social developments, international events such as the COVID-19 pandemic, market fluctuations and changes to macroeconomic indicators, and delayed effects of these developments, may affect our diverse customer segments, we cannot assure you that we will be able to maintain a balanced risk-return equation if global or local economic conditions deteriorate in the future. In this regard, economic recessions, social turmoil or market volatility could adversely affect the financial condition of our borrowers, which could translate into an increase in our non-performing loans, impair our loan portfolio and result in lower demand for our loans. Any of these trends could have a material adverse effect on our business, financial condition and results of operations.

 

For more information on past due loans, see “Item 3. Key Information—Risk Factors—Risks Relating to our ADSs— Developments in international financial markets may adversely affect the market price of the ADSs and shares,” “Item 3. Key Information—Risk Factors—Risks Relating to our ADSs— COVID-19 or any other pandemic disease and health events will affect both the global and the Chilean economy, our business or results of operations and could affect our financial condition” and “Item 4. Information on the Company—Selected Statistical Information—Analysis of Substandard and Past due Loans.”

 

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Our results of our operations are affected by interest rate volatility and inflation.

 

Our results of our operations depend greatly on our net interest income, which represented 68.1% of our total operating revenues in 2020. Changes in nominal interest rates and inflation could affect the interest rates earned on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities, resulting in net income reduction. Inflation and interest rates are sensitive to several factors beyond our control, including the Central Bank’s monetary policy, deregulation of the Chilean financial sector, local and international economic developments and political conditions, among other factors. In addition, changes in interest rates affect securities and other investments or assets that are recorded at fair value and are therefore exposed to potential negative fair value adjustments. Any volatility in interest rates could have a material adverse effect on our financial condition and results of operations. Also, real negative interest rates could negatively impact our ability to raise funding for our operations, particularly for short-term maturities, which could result in higher funding costs and lower net interest margin.

 

The average annual short-term nominal interest rate in Chile for 90 to 360 day deposits received by Chilean financial institutions was 2.97% in 2018, 2.72% in 2019 and 0.86% in 2020. The average long-term nominal interest rate based on the interest rate of the five-year bonds traded in the secondary market, issued by both the Central Bank and the Chilean Government, was 4.07% in 2018, 3.31% in 2019 and 1.94% in 2020. As of March 31, 2021, rates paid by Chilean banks in Chilean pesos on 90 to 360 day deposits averaged 0.38% on a year-to-date basis. As of the same date, rates of the Central Bank’s five-year Chilean peso denominated bonds averaged 1.63%.

 

Inflation in Chile has been moderate in recent years, especially in comparison with periods of high inflation experienced in the 1980s and 1990s. High levels of inflation in Chile could adversely affect the Chilean economy, consumer purchasing power, household consumption and investment in machinery and equipment and, therefore, the demand for financing and our business. The annual inflation rate (as measured by annual changes in the CPI and as reported by the Chilean National Institute of Statistics) during the last five years and the first three months of 2020 was:

 

Year  Inflation
(CPI Variation)
 
2016   2.7%
2017   2.3 
2018   2.6 
2019   3.0 
2020   3.0 
2021 (through March 31)   1.3%

 

Source: Chilean National Institute of Statistics

 

Although we benefit from a higher than expected inflation rate in Chile due to the structure of our assets and liabilities (we have a significant net asset position indexed to the inflation rate), significant changes in inflation with respect to current levels could adversely affect our results of operations and, therefore, the value of both our shares and ADSs.

 

For more information, see “Item 3. Key Information—Risk Factors—Risks Relating to our ADSs— Developments in international financial markets may adversely affect the market price of the ADSs and shares,” “Item 3. Key Information—Risk Factors—Risks Relating to our ADSs— COVID-19 or any other pandemic disease and health events will affect both the global and the Chilean economy, our business or results of operations and could affect our financial condition,” “Item 5. Operating and Financial Review and Prospects—Operating Results—Overview—Inflation” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Overview—Interest Rates.”

 

Part of the information included in our financial statements considers assumptions, estimates and modeling which, if inaccurate, could have a material impact on our results of operations and financial position.

 

The preparation of our financial statements requires management to make judgments and estimates that affect the amounts of assets, liabilities, income and expenses reported in our financial statements. Estimates and assumptions are based on historical experience, expert judgment and other factors, including expectations of future developments under certain alternative scenarios. Although assumptions and estimates are evaluated and revised on a continuous basis, we cannot rule out that projected scenarios could dramatically change in the short term, causing a severe impact on fundamentals and estimates.

 

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We are also subject to model risk since the valuation of financial instruments relies on models (such as cash flows valuation models for fixed-income securities, valuation models for derivatives including technical approximations, value adjustments models for derivatives, and IFRS 9 forward-looking provisioning models, among others) and inputs, which, in some cases, are not observable. Accordingly, computed values for securities and financial instruments may be inaccurate or subject to change, since the inputs used for specific models may be unavailable, particularly for illiquid assets or under scenarios of financial turmoil. In these cases, we will make assumptions and judgments in order to establish the fair value of certain instruments, which involves uncertainty and may translate into inaccurate estimates of actual results.

 

In this regard, the cessation or replacement of certain rates, market indices or benchmarks extensively used by financial markets and practitioners for valuation purposes, such as interest rates or foreign exchange rates indices, could also impact the accuracy of the estimates we include in our financial statements. On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority (FCA), which regulates the entity that oversees the London interbank offered rate (“LIBOR”), announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. Moreover, on March 5, 2021 the FCA made an announcement confirming that 35 LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021 for all GBP, EUR, CHF and JPY LIBOR settings, and the one-week and two-month USD LIBOR, and after June 30, 2023 for the Overnight and one-month, three-month, six-month and 12-month USD LIBOR. This announcement not only indicates that LIBOR will cease to be calculated, but this could also produce changes in the LIBOR rate as we currently know it, affecting its precision or comprehensiveness when representing the worldwide fixed-income market. This reform and other similar changes may result in various risks for the financial and banking business, including but not limited to: (i) risk management, financial and accounting risks arising from market risk models and from valuation, hedging, discontinuation and recognition of financial instruments linked to benchmark rates; (ii) pricing risks arising from how changes to benchmark indices could impact pricing mechanisms on some instruments; (iii) communication risks arising from misunderstandings with customers or counterparties; (iv) the possibility that a limited number of transactions do not contemplate a LIBOR fallback provision; and (v) the necessity of adapting current IT systems, trading platforms, financial reporting infrastructure and clearing processes, among others. The implementation of alternative benchmark rates is still in progress, although most banks are set to move from LIBOR to the Secured Overnight Funding Rate (or “SOFR”), which is the secured overnight financing rate published by the Federal Reserve Bank of New York on the Federal Reserve Bank of New York’s website and is intended to be an appropriate replacement for LIBOR. This could have an adverse effect on our business, results of operations or financial condition if we are unable to agree on an alternative benchmark, like SOFR, with our customers and financial counterparties in advance. Furthermore, we may face a risk of litigation, disputes or other actions from clients, counterparties, customers, investors or others regarding the interpretation or enforcement of related provisions or if we fail to appropriately communicate the effect that the transition to alternative benchmark rates will have on existing and future products. Although we expect to adapt our valuation processes, IT infrastructure and pricing systems as new information arises, we can neither assure you nor calculate the impact this could have on our business and results of operations, if any.

 

As of December 31, 2020, we had on-balance and off-balance contracts that used LIBOR as a benchmark. Most of them have interests paid in LIBOR or are valued by using LIBOR as the prevailing discount rate, including derivatives, loans and master agreements, such as ISDA contracts. As of December 31, 2020, our on-balance assets based on LIBOR amounted to approximately U.S.$936 million and our liabilities based on LIBOR amounted to U.S.$908 million. In the case of assets, approximately 9% was due to expire in 2021, 25% is due to expire before June 2023 and 66% is expiring after June 2023. As for liabilities, 100% is expiring before June 2023. Most of these assets and liabilities are associated with trade finance loans, although there are also some commercial credits linked to LIBOR. On the other hand, off-balance sheet arrangements based on LIBOR represented a net liability exposure of approximately U.S.$2,019 million as of December 31, 2020, of which approximately U.S.$1,470 million are due to expire before June 2023. Although most of our counterparties, particularly those associated with derivative contracts under ISDA agreements, are already set to move from LIBOR to SOFR as contracts consider fallback clauses that allow rate switching, we have deployed an action plan that includes: (i) identification of our main exposures and risks related to the LIBOR transition, (ii) development of new products linked to the new reference rate, and (iii) revision of current contracts and renegotiation with some of our customers. As of the date of this annual report, according to our estimates, switching from LIBOR to SOFR is not expected to have a material impact on our results of operations. However, we cannot assure you that any other reforms and changes, any establishment of alternative reference rates or any other reforms to these reference rates that may be enacted will not have a material impact on our results of operations in the future.

 

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The main accounting items subject to risk of incorrect valuation include impairment of loans to customers and advances to banks, valuation of fixed-income securities and financial derivatives held for trading, valuation and impairment of financial assets measured at fair value through other comprehensive income, and deferred tax assets and provisions for liabilities, among others. If our judgment, assumptions or models used in valuing these items are inaccurate, there could be a material effect on our results, funding requirements and capital ratios.

 

Market turmoil could result in material negative adjustments to the fair value of our financial assets, which could translate into a material effect on our results or financial condition.

 

Over the last decade worldwide financial markets have been subject to stress that has resulted in sharp temporary changes in interest rates and credit spreads. We have material exposures to debt securities issued by the local government and the Central Bank and other fixed-income investments in securities issued by local and foreign issuers. All of these are booked at fair value with direct impact on our profit and loss statement or in other comprehensive income. Therefore, these positions expose us to potential negative fair value adjustments in the short or medium term and to impairments in the long term, due to dramatic and unexpected changes in short- or long-term local and foreign interest rates and credit spreads. Any of these factors could have a material adverse effect on our results of operations and financial condition.

 

See also “Item 3. Key Information—Risk Factors—Risks Relating to our ADSs— Developments in international financial markets may adversely affect the market price of the ADSs and shares” and “Item 3. Key Information—Risk Factors—Risks Relating to our ADSs— COVID-19 or any other pandemic disease and health events will affect both the global and the Chilean economy, our business or results of operations and could affect our financial condition.”

 

Operational problems, errors, criminal events or terrorism may have a material adverse impact on our business, financial condition and results of operations.

 

As all large financial institutions, we are exposed to many operational risks, including the risk of fraud by employees and outsiders, failure to obtain suitable internal authorizations, failure to properly document in-person and online transactions, equipment failures, mistakes made by employees and natural disasters, such as earthquakes, tsunamis, wildfires and floods. We could also be affected by operational disruptions associated with intentional or unintentional mass employee absence due to social unrest, demonstrations, street riots (such as the one witnessed since October 2019), transportation services interruptions and massive epidemic or pandemic outbreaks, such as COVID-19, among others.

 

Furthermore, we may be exposed to criminal events, terrorist attacks or rioting that could result in physical damage to our buildings (including our headquarters, offices, branches and ATMs) and/or injury to customers, employees and others. In addition, since activating certain aspects of our business continuity plan in response to the COVID-19 pandemic to allow many of our associates to work remotely, our associates’ ability to relocate to a secondary location in the event of any operational disruptions may be limited due to the pandemic. Although we maintain a system of operational controls composed of both trained staff and world-class technological resources that have been enhanced over the last years, as well as comprehensive contingency plans and security procedures, there can be no assurances that operational problems, errors, criminal events or terrorist attacks will not occur and that their occurrence will not have a material adverse impact on our results of operations, financial condition and the value of our shares and ADSs.

 

Cybersecurity events could negatively affect our reputation or results of operations and may result in litigation.

 

We have access to large amounts of confidential financial information and hold substantial financial assets belonging to our customers as well as to us. In addition, we provide our customers with continuous online access to their accounts. Customers have the ability to transfer substantial financial assets in Chile and abroad through electronic means, while purchasing goods or withdrawing funds with credit and debit cards issued by us. Among the most significant cyber-attack risks that we are constantly facing are internet fraud and loss of sensitive information, both from our customers and ourselves. In particular, loss from internet fraud occurs when cyber criminals extract funds directly from clients’ or our accounts using fraudulent schemes that may include internet-based fund transfers. We are also exposed to cyber-attacks, hacking and other cybersecurity incidents in the normal course of business. Thus, as a financial institution, we are under a constant threat of suffering losses due to these reasons. In addition, our risk and exposure to these matters remains heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers, our plans to continue to provide and enhance our internet banking and mobile banking channels, and our plans to develop additional remote connectivity solutions to serve our customers. Accordingly, cybersecurity is a material risk for us.

 

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There has recently been an increased level of attention focused on cyber-attacks against large corporations that include, but are not limited to, obtaining unauthorized access to digital systems for purposes of misappropriating cash, other assets or sensitive information, corrupting data or causing operational disruptions. Cybersecurity incidents, such as computer break-ins, phishing, identity theft and other disruptions, could negatively affect the security of information stored in and transmitted through our computer systems and network infrastructure. Subsequently, this may result in significant liability to us in excess of insurance coverage, which may carry low coverage limits, and may cause existing and potential customers to refrain from doing business with us. Additionally, cyber-attacks on our network or other systems could have a material adverse effect on our business and results of operations due to financial losses, losses of sensitive information, interruption or delays in our business and operations, regulatory fines, reimbursement or other compensation costs, compliance costs and reputational damage, among other things.

 

On May 24, 2018, we suffered a cybersecurity incident by international cybercriminals involving the theft of funds that subsequently resulted in an operational write-off of approximately Ch$6,900 million (or U.S.$9.9 million). The incident also caused temporary interruptions to some of our operations, which during a short period of time affected the quality of certain services provided to our customers. Following the incident, we took immediate action to effectively contain and eradicate any disruption in our operations. At the same time, we took appropriate measures to recover the stolen funds. In spite of this incident and the temporary damage to our IT infrastructure, we were able to deploy a contingency plan, which allowed us: (i) to maintain the continuity of our operations and customer assistance in branches and through remote channels, (ii) to take immediate measures in order to assure that our customers’ funds were absolutely secured, and (iii) to comply with our short-term financial commitments with third parties and customers based on liquidity management. For more information on the incident, see “Item 5. Operating Results—Results of Operations for the Years Ended December 31, 2016, 2017 and 2018—Other Income (Loss), Net”, “Item 5. Operating Results—Results of Operations for the Years Ended December 31, 2016, 2017 and 2018—Operating Expenses” and “Item 4. Information about the Company—Our Business Strategy—Operating Efficiency and Productivity” in our annual report on Form 20-F for the year ended December 31, 2018 filed with the SEC on April 26, 2019.

 

Furthermore, in line with the enhancements in our cybersecurity standards that were performed during the last years, and to further improve our protections against events such as the one that occurred in May 2018, we have made significant efforts and taken steps to enhance our data security and IT infrastructure, including the purchase of protection systems and world-class infrastructure, among others. We reinforced our organizational structure and replaced our former Technological Security Area with our Cybersecurity Division in June 2018, whose main role is to be the first line of defense and be in charge of mitigating and managing cybersecurity threats, while at the same time improving cybersecurity policies, spreading related knowledge among our bank and customers and developing competences that all our employees must possess on this regard.

 

In 2019, we continued to enhance our cybersecurity protocols and infrastructure by improving security in our networks, servers, workstations and digital applications. Similarly, we put significant efforts in enhancing access-control to our networks by using technological solutions and specialized software, while simultaneously improving our capabilities on detection and management of high-risk threats. Also, based on our efforts to change our staff’s culture on cybersecurity matters, we were able to timely detect and block phishing attempts targeting clients and non-clients. In 2020, given the effects of COVID-19 on our operations, most of our staff has been operating remotely, which has accelerated our digital transformation while imposing a challenge for us in terms of cybersecurity, since our collaborators are accessing our network and servers from home. As such, we reinforced cybersecurity measures by implementing new protocols and tools. For more information, see “Item 4. Information on the Company— History and Development of the Bank—History—Technological Projects”. However, notwithstanding every measure taken to address cybersecurity matters, and although we have not experienced any material losses in this matter and are currently performing our best efforts to prevent them, we cannot assure you that we will not suffer additional losses in the future related to these kinds of events.

 

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The occurrence of any cyber-attack or information security breach could result in material adverse consequences to us, including damage to our reputation and the loss of customers. We could also face litigation or additional regulatory scrutiny. Litigation or regulatory actions in turn could lead to significant liability or other sanctions, including fines and penalties or reimbursement of customers adversely affected by this security breach. As mentioned above, although we did not suffer any material adverse effects as a result of the May 2018 cyber-attack, successful attacks or systems failures at our bank or at other financial institutions could lead to a general loss of customer confidence in financial institutions, including us.

 

In addition, we depend on a variety of internet-based data processing, communication, and information exchange platforms and networks. We cannot assure you that all of our systems are entirely free from vulnerability. Additionally, we enter into contracts with several third parties to provide our customers with data processing and communication services. Therefore, if information security is breached, or if one of our employees or external service providers breaches compliance procedures, information could be lost or misappropriated, which may affect our results of operations, damage others or result in potential litigation.

 

Further, in light of the high volume of transactions we process, the large number of our clients, partners and counterparties, the increasing sophistication of malicious actors, and our remote work environment in response to the COVID-19 pandemic, a cyber-attack could occur and persist for an extended period of time without detection. We expect that any investigation of a cyber-attack would take substantial amounts of time, and that there may be extensive delays before we obtain full and reliable information. Although we have substantially increased measures to address cybersecurity during the last years and, with the help of service providers, intend to continuously implement security technology devices and establish operational procedures to prevent such damage, we cannot assure you that these security measures will be successful.

 

Any downgrade in Chile’s or our credit rating could increase our cost of funding, affecting our interest margins, results of operations and profitability.

 

Our current credit ratings determine the cost and the terms upon which we are able to obtain funding in the ordinary course of business. Rating agencies regularly evaluate us by taking into account diverse factors, including our financial strength, the business environment and the economic backdrop in which we operate. Thus, methodologies used by rating agencies evaluate Chile’s sovereign debt ratings when determining our ratings. During 2020, Standard & Poor’s Ratings Service (“S&P”) and Moody’s Investors Service (“Moody’s”) did not change Chile’s sovereign credit rating by keeping it at A+ and A1, respectively. However, Fitch Ratings Service (“Fitch”) changed Chile’s sovereign credit rating from A to A-. Also, S&P maintained its outlook on Chile’s sovereign credit rating as negative, whereas in August 2020 and October 2020 Moody’s and Fitch, respectively, revised the outlook for Chile’s sovereign credit rating from stable to negative and from negative to stable, respectively. Following these actions, on March 24, 2021 S&P downgraded Chile’s sovereign credit rating from A+ to A, while modifying the credit outlook from negative to stable. The credit action taken by S&P was founded in the expected negative effects due to the COVID-19 pandemic and the effects of increasing social pressures that may lead the government to incur further social expenses and increase Chile’s structural fiscal balance in the long-run. Given the recent credit action taken by S&P for Chile’s sovereign credit rating, this rating agency also downgraded four local banks (excluding us) by one notch, while maintaining the negative outlook for the whole banking industry (including us), with the exception of Banco Estado (a state-owned bank) that received a stable outlook. As of the date of this annual report, S&P and Moody’s maintained our credit rating for unsecured long-term debt at levels of A and A1, respectively, both with a negative credit outlook (downgraded from the stable outlook in April 2020) due to the effects of COVID-19 on the Chilean economy and the banking activity, in conjunction with the slowdown evidenced by the Chilean economy since the social turmoil in October 2019. While Chile’s current long-term debt credit ratings remain investment grade, these credit ratings may deteriorate further and adversely affect our credit rating.

 

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Any downgrade in our debt credit ratings could result in higher borrowing costs for us, while requiring us to post additional collateral or limiting our access to capital markets. All of these factors could adversely impact our commercial business by affecting our ability to: (i) sell or market our products, (ii) obtain long-term debt and engage in derivatives transactions, (iii) retain customers who need minimum ratings thresholds to operate with us, (iv) maintain derivative contracts that require us to have a minimum credit rating and (v) enter into new derivative contracts, which could impact our market risk profile, among other effects. Any of these factors could have an adverse effect on our liquidity, results of operations and financial condition.

 

Due to the volatility in the financial markets and concerns about the soundness of developed and emerging economies, as well as the still unpredictable effects of COVID-19 on the global and the local economies, we cannot assure you that rating agencies will maintain our and Chile’s sovereign debt current ratings and outlooks.

 

As a financial institution, we are subject to reputational risk that could materially affect our results of operations or financial condition.

 

Corporate reputation is a crucial competitive advantage for us, as it allows us to attract and retain customers, appeal to investors and avoid employee attrition. Also, reputation is a key element in banking since access to funding is driven by the confidence of depositors and the opinion of ratings agencies on the value of our franchise. Therefore, any disreputable event, including employee misconduct, legal proceedings, regulatory sanctions, failure to deliver minimum standards of service quality, failure to comply with regulatory requirements, unethical behavior by our staff or involvement in political issues or public scandals (or gossip related thereto), complaints filed by customers or non-customers and fake news or alleged issues about us or our operations in social media could damage our reputation and produce significant harm to our results of operations or financial condition. Furthermore, our reputation is highly aligned with the reputation of the banking industry in which we participate and, therefore, actions by other providers of financial services or the banking industry as a whole could also harm our own reputation.

 

Similarly, the ability to manage potential conflicts of interest has become an increasingly important factor for our business given our widespread operations in many economic sectors with diverse third parties. Accordingly, the failure to address –or even the perceived failure to address– conflicts of interest could affect the willingness of customers and investors to work with us, or could lead to legal actions against us. In order to address and avoid these potential events, we are continuously improving our corporate governance standards by detecting potential failures and adopting world-class principles and procedures. Nevertheless, we cannot assure you that we will not face reputational events in the future that could harm our prospects or the value of our franchise. For more information on corporate governance, see “Item 6. Directors, Senior Management and Employees—Board Practices”.

 

Risks Relating to our American Depositary Shares (“ADSs”)

 

Our principal shareholders may have interests that differ from those of our other shareholders and their significant share ownership may have an adverse effect on the future market price of our ADSs and shares.

 

As of April 23, 2021, LQ Inversiones Financieras S.A. (“LQIF”), a holding company beneficially owned by Quiñenco S.A. and Citigroup Chile S.A., holds directly and indirectly approximately 51.15% of the voting rights of our shares. Subject to our bylaws and applicable law, these principal shareholders are in a position to elect a majority of the members of our board of directors and control all matters decided by a shareholder vote, including the approval of fundamental corporate transactions.

 

Actions by our principal shareholders with respect to the disposition of the shares or ADSs they beneficially own, or the perception that such actions may occur, may adversely affect the trading price of our shares on the various stock exchanges on which they are listed and, consequently, the market price of the ADSs.

 

There may be a lack of liquidity and a limited market for our shares and ADSs.

 

While our ADSs have been listed on the New York Stock Exchange (the “NYSE”) since the first quarter of 2002, there can be no assurance that an active trading market for our ADSs will be sustained. During 2020, a daily average volume of approximately 147,464 of our American Depositary Receipts (“ADRs”) were traded on the NYSE, according to data provided by Bloomberg. Although our shares are traded on the Santiago Stock Exchange and the Chilean Electronic Stock Exchange, the Chilean market for our shares in Chile is small and somewhat illiquid. As of April 23, 2021, approximately 48.85% of our outstanding shares were held by shareholders other than our principal shareholders, LQIF.

 

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If an ADS holder withdraws the underlying shares from the ADR facility, the small size of the market, its limited liquidity, as well as our concentrated ownership, may impair the ability of the ADS holder to sell the shares in the Chilean market in the amount and at the price and time such holder desires, and could increase the volatility of the price of our ADSs.

 

ADS holders may be unable to exercise voting rights at shareholders’ meetings and preemptive rights.

 

ADS holders may exercise voting rights associated with common stock only in accordance with the deposit agreement governing our ADSs. Accordingly, ADS holders will face practical limitations when exercising their voting rights because ADS holders must first receive a notice of a shareholders’ meeting from the Depositary and may then exercise their voting rights by instructing the Depositary, on a timely basis, on how they wish to vote. This voting process necessarily will take longer for ADS holders than for direct common stockholders, who are able to exercise their vote by attending our shareholders’ meetings. Therefore, if the Depositary fails to receive timely voting instructions from some or all ADS holders, the Depositary will assume that ADS holders agree to give a discretionary proxy to a person designated by us to vote their ADSs on their behalf. Furthermore, ADS holders may not receive voting materials in time to instruct the Depositary to vote. Accordingly, ADS holders may not be able to properly exercise their voting rights.

 

Furthermore, the Ley Sobre Sociedades Anónimas No. 18,046 (the “Chilean Corporations Law”) and the Reglamento de Sociedades Anónimas (the “Chilean Corporations Regulation”) require that whenever we issue new common stock for cash, we grant preemptive rights to all of our shareholders (including holders of ADSs) to purchase a sufficient number of shares to maintain their existing ownership percentage. Such an offering would not be possible unless a registration statement under the Securities Act were effective with respect to such rights and common stock, or an exemption from the registration requirements thereunder were available.

 

We may elect not to make a registration statement available with respect to the preemptive rights and the common stock, in which case you may be unable to exercise your preemptive rights. If a registration statement is not filed, the depositary will sell such holders’ preemptive rights and distribute the proceeds thereof if a premium can be recognized over the cost of any such sale.

 

Developments in international financial markets may adversely affect the market price of the ADSs and shares.

 

The market price of our ADSs and shares may be adversely affected by volatility in international financial markets and unfavorable developments in global economic conditions. The market for Chilean securities and the Chilean economy as a whole are influenced by (i) economic and market conditions in Chile’s main commercial partners such as the United States, Europe and certain emerging economies, especially Asian countries, and (ii) economic as well as political developments in Latin American countries. Although economic conditions are different in each country, investors’ reactions to specific issues in one country may affect the financial markets in others, including Chile.

 

The year ended December 31, 2020 was marked by the economic effects of COVID-19 in both developed economies and emerging markets. Mobility restrictions and massive lockdowns significantly affected economic growth globally, and although more than a year has passed since the first case of COVID-19 in China, countries across the globe have experienced two or three waves of contagion that have led health and political authorities to re-introduce mobility restrictions, while deploying massive fiscal and monetary aid packages intended to mitigate the economic effects of the pandemic. According to Bloomberg estimates, global GDP would have contracted 3.5% in 2020, whereas GDP of developed and emerging economies would have decreased 4.9% and 2.4%, respectively. These trends also translated into a new boost of commodities, since productive capacity and stocks were also affected by massive and longstanding lockdowns. These trends show a significant change when compared to the performance seen in 2019, when the global economy appeared to have overcome a long period of turbulence and volatility, which began in 2007 with the subprime mortgage crisis, when many U.S. banks and financial institutions disclosed significant write-downs related to their exposure to mortgage-backed securities and other similar financial instruments. This situation led to significant government intervention for important banks worldwide, bankruptcy for others and active M&A activity to rescue failing banks, maintain investors’ and customers’ confidence and to prevent bank runs. These government actions became less frequent as the U.S. economy started to show signs of recovery. Thus, in December 2015, the U.S. Federal Reserve began to taper its quantitative easing programs undertaken after the subprime crisis and began to gradually increase the marginal standing facility rate from 0.50% in January 2016 to 2.5% in June 2019. However, given the evolution of certain economic indicators, the effects of the United States-China trade war on the U.S. economy, and particularly due to the effect of the COVID-19 pandemic on actual economic growth, the U.S. Federal Reserve decided to apply subsequent reductions to the federal fund rate starting in July 2019 from 2.5% to 1.75% in December 2020. Subsequently, based on the aftermath of the COVID-19 pandemic, the U.S. Federal Reserve carried out sharp cuts to the reference rate in March and April 2020, by leading the monetary interest rate to 0.25%, a level at which it remained until December 2020. Investor sentiment regarding the outlook of the U.S. economy has fluctuated and we cannot assure you that past developments will not occur again in the future or that recent volatility in the international markets will not affect us, including our results of operations and, consequently, the market price of our ADSs and shares.

 

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Additionally, the fiscal condition of many European countries remains weak and doubts about the financial condition of certain European banks arise from time to time. We cannot assure you that volatility in global financial markets due to the uncertainty regarding the fiscal condition of some European countries will not continue and affect the Chilean economy, and consequently, the financial condition and results of operations of the entire Chilean banking system, including us. Accordingly, the price of our ADS could be adversely affected by a new financial turmoil in the Eurozone, political issues, armed conflicts, uncertainty due to terrorism, a slower than expected recovery, or a deterioration in healthier economies.

 

Furthermore, uncertainty regarding the future of emerging and developed economies continues to be a source of instability worldwide. For example, although the “trade war” between the United States and China, by which both countries seek to revise tariffs on the others’ imported goods, seemed to improve with the first phase of the trade agreement reached between both countries, it continues to be a source of volatility for financial markets from time to time. Also, political and social instability in some Latin American countries like Colombia, Venezuela, Ecuador, Argentina and even Chile produced migration issues in more stable countries within the region. Moreover, the materialization of Brexit, armed conflicts in the Middle East and Asia, ongoing negotiations between the U.S. and North Korea, the developing conflict between the U.S. and Iran, terrorism, the global migration crisis and waves of populism looming in different countries, illustrate volatile social and political environments that could harm foreign trade and economic growth for both developed and developing countries. These changes may also generate significant volatility in international markets and commodity prices.

 

Additionally, the slowdown of the Chinese economy has led to increasing volatility in the financial markets in the past, affecting international commodity prices, including copper, which is Chile’s main export. For example, during the first months of the COVID-19 pandemic, there was a slowdown in the Chinese economy due to the quarantine ordered by Chinese authorities in the most affected regions of the country. While the effects of COVID-19 on the Chinese economy have mostly subsided, due to the importance of copper exports and overall mining activity to Chilean economic growth, a prolonged slowdown in the Chinese economy, a Chinese-U.S. trade war or other developments may drive copper prices down and adversely affect the Chilean economy. Although copper prices were impacted in early 2020 by the global economic slowdown and fears of the COVID-19 evolution, our exposure to the Chilean mining sector represented only 1.7% as of December 31, 2020 in terms of total loans.

 

The effect of all these trends on market volatility and the economic outlook of developed countries, emerging economies and Chile’s commercial partners could adversely impact the local economy, the local banking industry and, ultimately, our results of operations, financial condition and the price of our shares and ADS.

 

COVID-19 or any other pandemic disease and health events will affect both the global and the Chilean economy, our business or results of operations and could affect our financial condition.

 

Pandemic disease and health events, such as the outbreak of COVID-19, have the potential to negatively impact economic activities in many countries, including Chile, with subsequent adverse effects on our results of operations or financial condition.

 

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The outbreak of COVID-19 was first reported on December 31, 2019 in Wuhan, Hubei Province, China. From Wuhan, the disease spread rapidly to other parts of China, as well as other countries, including Chile and the United States, growing into a global pandemic, as declared by the World Health Organization. Since the outbreak began, countries have responded by taking various measures including imposing mass quarantines, shelter-in-place orders, medical screenings, restricting or banning travel, limiting public gatherings, closing businesses and schools and suspending certain other economic activities.

 

In addition, concerns related to COVID-19 lowered equity market valuations, decreased liquidity in fixed income markets and created significant volatility and disruption in global financial markets, particularly in the early months of the pandemic, resulting in the fall of stock prices (including the price of our stock). Also, there continue to be concerns related to the effects of COVID-19 on international trade (including supply chain disruptions and export levels), travel, employee productivity, employee illness, increased unemployment levels, securities markets, and other economic activities that may continue to have a destabilizing effect on financial markets and economic activity, particularly for companies in the financial sector. Furthermore, any actions taken by governmental authorities and other third parties in response to the pandemic may negatively impact our business, results of operations and financial condition.

 

Although in certain countries some of the activity restrictions listed above have been relaxed with progressive success, particularly in the spring and summer seasons, most of these countries had to re-introduce massive lockdowns as a result of a second and –in some cases– a third wave took place. Further, variant strains of the COVID-19 virus have appeared, further complicating efforts of the medical community and governmental authorities in response to the pandemic. At this point, multiple COVID-19 vaccines have received regulatory approval and currently are being distributed in many countries to the broader population. Nonetheless, mobility restrictions remain in several countries and, therefore, the adverse social and economic effects of the pandemic continue to be a threat for economic growth.

 

Since the first cases of COVID-19 were detected in Chile during March 2020, the Chilean Government has taken various measures in order to prepare for and safeguard the country from a mass contagion and to contain and control the spread of COVID-19. For example, on March 18, 2020, a state of catastrophe was declared in the entire country, which, under the Chilean Constitution, enabled the President to restrict freedom of movement and gathering, to seize goods (subject to compensation by the State) and limit property rights for the purposes of reestablishing normality and ensuring supply of basic needs. Other measures taken during the state of catastrophe included partial or total lockdowns with varying levels of severity and length for some neighborhoods and regions during the months of high rates of contagion, particularly during the second and part of the third quarters of 2020. In the peak of the pandemic, approximately 60% of the Chilean population was subject to some type of mobility restriction. By the end of the third quarter of 2020, the level of contagion decreased significantly and lockdowns started to be lifted. Likewise, vaccination started by the end of 2020, and as of the date of this annual report, Chile has been internationally distinguished by deploying a massive vaccination process that has reached approximately eight million people, representing approximately 50% of the target population. However, a second wave of contagion appeared at the beginning of the fall season. Therefore, by mid-March, the Chilean Government established total lockdowns for some neighborhoods, and operating restrictions to some economic activities (restaurants, gyms, cinema, among others), in light of a spike in the rate of contagion. Although, the Chilean health authority expects to see an overall improvement as long as a greater portion of the population receives the vaccine, widened mobility restrictions may not be ruled out. Therefore, eventual partial or total lockdowns may still occur until COVID-19 is fully under control and/or herd immunity is reached. As a result of a potential partial or total lockdown, any material or extended disruption of our ability to meet our responsibilities to our customers and/or a decrease in demand or use of services from our customers is likely to result in a loss of revenue. Also, many economic sectors have closed or decided to reduce their working hours. Many others continue to operate remotely, utilizing a home office. Only certain businesses necessary to maintain basic supplies, such as pharmacies, banks and supermarkets, remain open during lockdowns.

 

Further, government measures in order to avoid mass contagion are constantly evolving and future measures are uncertain and cannot be predicted. Consequently, the effectiveness and sustainability of our work from home arrangements, contingency sites and the potential inability to maintain critical staffing in our physical banking facilities may also negatively impact our business and results of operations. Also, the unavailability of personnel and the changes in normal operating procedures could adversely compromise our ability to conduct business generally, operating performance, financial reporting and internal controls. Consequently, the uncertain economic conditions and various activity restrictions due to the COVID-19 pandemic have thus resulted in an extremely challenging operating environment for many businesses, the complete shutdown of others, as well as record levels of unemployment. The national unemployment rate was 10.3% as of December 2020 while reaching a peak of approximately 13.1% in July 2020. For more information about the current status of COVID-19 in Chile, see “Item 5. Operating and Financial Review and Prospects—Trend Information.”

 

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From a macroeconomic point of view, COVID-19 negatively impacted the Chilean economy with GDP contracting by 5.8% in 2020 as compared to 2019. Economic stagnation, contraction and increased unemployment levels led to a peak in past-due loans in the second quarter of 2020, given the deteriorated financial condition of certain of our customers and, therefore, a significant increase in provisions for loans losses or credit losses, which coupled with lower commercial activity, a sharp decrease in loan origination –particularly in terms of consumer loans– resulting in lower net income for the whole industry by approximately 52.9% in 2020, when compared to 2019 (although the figure also includes a significant impairment accounted by a local bank). Similarly, in the case of additional country lockdowns or a shutdown involving the Bank, any of our subsidiaries or our customers, we may be unable to meet the needs of our customers for an unknown period of time, which could adversely affect our results of operations by reducing revenues, decreasing our collection capabilities.

 

As the COVID-19 pandemic continues to cause a historic economic downturn, financial institutions face increased credit risk, strategic risk, operational risk, and compliance risk. The COVID-19 outbreak resulted, and continues to result, in increased volatility in both the local and the international financial markets and economic indicators, such as exchange rates, interest rates, credit spreads and commodity prices. Any shocks or unexpected movements in these market factors could result in financial losses associated with our trading portfolio or financial assets measured at fair value through other comprehensive income, which could then cause deterioration of our financial condition or limitations to meet our liabilities. Furthermore, market fears could translate into liquidity constraints and reduced access to funding in both the local and the international markets, negatively affecting our net interest margin and net income. Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which could have an adverse impact on our earnings. In order to prepare for the impacts of this environment, the Chilean financial authorities made various decisions in order to ensure liquidity within the Chilean financial system, the Central Bank carried out consecutive reductions to the monetary policy rate by leading the reference rate to 0.5% for a few months. This interest rate cut had a direct effect on yield curves. The average nominal interest rate for 90 to 360 day deposits decreased from 2.72% in 2019 to 0.86% in 2020, while the average nominal interest rate of the five-year bonds issued by both the Central Bank and the Chilean Government decreased from 3.31% in 2019 and to 1.93% in 2020. Any additional decisions towards accomplishing this end are also expected to affect our results of operations, which could be amplified by flat yield curves in case of an economic downturn. Lastly, contingency plans in order to address the emergency, including home offices, implementation of alternative offsite locations and so on, increased in our operating expenses and lowered net income, and may continue to do so as the circumstances develop.

 

In terms of the direct effect on our results of operations and financial condition in 2020, we reflected the dynamics of the whole local banking system. Given the effect of mobility restrictions on overall economic activity, our loan portfolio recorded a moderate annual increase of only 3.0%, although average balances posted a higher expansion. However, most of our loan growth was associated with low-margin products, such as commercial loans, growing 8.0% on an annual basis, particularly fostered by the government-guaranteed loan program and, to a lesser extent, due to an expansion of 2.0% in residential mortgage loans. On the other hand, year-end balances of consumer loans, a high-margin product, decreased by approximately 12.9% in 2020, as compared to 2019, mainly due to lowered household consumption and increased unemployment. As of December 31, 2020, we had granted approximately Ch$1,889,000 in FOGAPE-COVID loans to companies, while rescheduling approximately Ch$414,155 million in installments of consumer, mortgage and commercial loans. From the funding point of view, the sharp decrease in nominal interest rates dramatically impacted the contribution of our demand deposits (increasing 33.9% on an annual basis) to our cost of funds. We partially offset this effect by raising approximately Ch$3,100,000 million from the Central Bank bearing an interest rate of 0.5% (equivalent to the reference rate). These trends significantly affected our net interest income, which decreased by approximately 4.0%. Similarly, the plunge in disposable income of individuals and constrained on-site economic activities had a negative impact on the number of transactions processed, which resulted in a 2.5% decline in fee-based income. These factors, coupled with a significant increase of approximately 65.0% in provisions for loan losses, which in turn mainly resulted from the negative effect of the macroeconomic environment (including higher unemployment, decreased private consumption, stagnation of investment spending (capital expenditures), lower disposable income of individuals and constrained liquidity position of companies, among other effects) on provisioning. All of these factors, partly mitigated by higher results associated with treasury activities and lower income tax, resulted in an annual decrease of approximately 33.4% in net income. From the capital adequacy perspective, however, we maintained a solid trend during the year. Although our balance sheet increased by approximately 11.1% in 2020, most of the increase was focused on low-risk financial assets (Central Bank’s notes) in order to face recurrent reserve requirements in a context of increasing demand deposit balances, while riskier assets, such as loans, posted a moderate decrease. In addition, as in recent years, in March 2020 we capitalized 30% of our net distributable income while retaining the effect of inflation on our shareholders equity (jointly amounting to Ch$242,470 million), all of which allowed us to end 2020 with a capital adequacy (BIS) ratio of 16.0%, as compared to the 14.1% recorded in 2019.

 

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By the beginning of 2021, notwithstanding the positive view of market analysts and global institutions, such as the World Bank and the International Monetary Fund, there were some doubts regarding the expected recovery for the Chilean economy by mid-March 2021 due to the previously mentioned increase in COVID-19 cases and measures taken by the Chilean health authorities. Accordingly, our financial performance could see a slowdown in the coming quarters, as compared to the first quarter of 2021, as long as mobility restrictions remain or last longer than expected.

 

Aligned with this view, because there have been no comparable recent global pandemics that resulted in a similar global impact, we do not yet know the full extent of the COVID-19 pandemic’s effects on our business, operations, or the global economy as a whole. Any future development will be highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the effectiveness of our remote working arrangements, third party providers’ ability to support our operations, and any further action taken by governmental authorities and other third parties in response to the pandemic. As the economic impact due to the COVID-19 pandemic continues we cannot provide any assurances as to how long it will be before the COVID-19 pandemic abates and economic activity can begin to resume to pre-COVID-19 pandemic levels.

 

In the past, Chile has imposed controls on foreign investment and repatriation of investments that affected investments in, and earnings from, our ADSs.

 

Equity investments held in Chile by non-Chilean residents have historically been subject to various exchange control regulations that restrict the repatriation of investments and earnings from Chile. In April 2001, the Central Bank eliminated most of the regulations affecting foreign investors. However, foreign investors still have to provide the Central Bank with information related to equity investments and must conduct such operations within the Formal Exchange Market. Additional Chilean restrictions applicable to holders of our ADSs, the disposition of the shares underlying them, the repatriation of the proceeds from such disposition or the payment of dividends may be imposed in the future, and we can neither determine in advance nor advise you as to when or how those restrictions could impact you, if imposed.

 

If for any reason, including changes in Chilean law, the depositary for our ADSs were unable to convert Chilean pesos to U.S. dollars, investors would receive dividends and other distributions, if any, in Chilean pesos.

 

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Risks Relating to Chile

 

Our growth and profitability depend on the level of economic activity in Chile.

 

Our core business and transactions are with customers doing business in Chile. Accordingly, our ability to grow our business volumes and results of operations, as well as enhance our financial condition, in general, depends on the dynamics of the Chilean economy and specific macroeconomic variables such as inflation, unemployment, interest rates, consumption and investment. The global financial crisis of 2008 not only dramatically affected the economic growth in developed countries, but also affected the Chilean economy by the end of 2008 and during the first three quarters of 2009. This translated into a subsequent slowdown in the local banking industry due to lower levels of consumption and deteriorated credit quality in loan portfolios prompted by unemployment and financial stress experienced by certain economic sectors. Conversely, between 2010 and 2012, the local economy and the banking industry took a significant upturn, fostered by real GDP growth that averaged 5.7% per year, mainly as a result of the recovery in consumption and investment, as well as higher fiscal spending associated with the reconstruction process after a significant earthquake in 2010. During 2013, the Chilean economy entered into a moderate slowdown, recording only a 4.0% GDP growth, which deepened throughout the following years with GDP annual expansions of just 1.8%, 2.3%, 1.7% and 1.2% in 2014, 2015, 2016 and 2017, respectively. This trend in GDP deceleration was the result of low levels of both corporate and individual confidence, as evidenced by the indices (IPEC and IMCE) used by the Central Bank, due to factors such as slower growth of Chile’s main commercial partners, especially China, and uncertainty associated with various reforms presented by the Chilean administration appointed in 2014. This trend reversed in 2018, when the Chilean economy managed to grow 3.9% on an annual basis. The GDP growth was mainly fostered by a strong recovery in investment spending, which increased 4.8% in 2018 and, to a lesser degree, a 3.7% growth in private consumption. In 2019, the local economy grew by only 1.1%, mainly as a result of the social turmoil that took place in Chile on October 18, 2019, which temporarily damaged the productive capacity, income-generating capacity and distribution networks of many economic sectors, resulting in decreased commercial activity and constrained working hours. These local events, coupled with the initial effects of the COVID-19 pandemic on our main trade partners’ economies, particularly China, Europe and the United States, battered the dynamics of some of our key export products. During 2020, the local economy was severely impacted by the aftermaths of COVID-19 on overall activity, primarily as a result of the long-lasting lockdowns imposed by the government in order to control the spread of the virus across the country, which translated into: (i) a spike in unemployment from 7.1% at the end of 2019 to a peak of 12.3% in the third quarter of 2020, converging to 10.3% at the end of the year, (ii) a 7.5% decline in private consumption, caused by the sharp decrease in disposable income and mobility restrictions, and (iii) an annual contraction of 11.5% in investment spending (gross fixed capital formation), since many investment projects were postponed in light of both uncertainty on the economic outlook, social distancing measures and lockdowns that impacted diverse economic sectors. These trends were mainly present in the second and third quarters of 2020, when GDP recorded an annual decline of 11.8% on average. However, by the end of the third quarter, economic activity began to recover as quarantines continued to be lifted and certain industries, like construction, restaurants and manufacturing, returned to more normal activity. Likewise, household spending experienced some recovery based on the fiscal aid package implemented by the Ministry of Finance that resulted in direct money transfers for individuals and the two pension fund withdrawals approved by the Chilean Congress. Accordingly, in the fourth quarter of 2020, the local economy posted an annual decrease of only 0.4%, which resulted in an annual GDP contraction of 5.8% in 2020. Although the effects of the COVID-19 pandemic on the local economy and most relevant economies worldwide, such as China, the United States and main European countries, have mostly subsided or significantly improved and the worldwide vaccination process is in progress, we cannot assure you that the dynamics of our economy and the economic growth of our key international partners will improve or return to pre-COVID-19 levels. Given the social developments described previously and the impacts of the COVID-19 outbreak in Chile, we cannot rule out that the Chilean economy could stagnate or even fall into recession during 2021, which could have a subsequent adverse effect on our business growth and the business growth of the Chilean banking industry in general.

 

Therefore, we cannot assure you that the local economy will grow in the coming years, as it has in the past, or that developments affecting the Chilean economy and the local banking industry will not materially affect our business, financial condition or results of operations. For more information, see “Item 5. Operating and Financial Review and Prospects—Operating Results—Impact of COVID-19 in 2020,” “Item 3. Key Information—Risk Factors—COVID-19 or any other pandemic disease and health events will affect both the global and the Chilean economy, our business or results of operations and could affect our financial condition” and “Item 5. Operating and Financial Review and Prospects—Trend Information—Impact of COVID-19.”

 

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Currency fluctuations could adversely affect our results of operations, the value of our ADSs and any distributions on the ADSs.

 

The Chilean Government’s economic policies and any future changes in the value of the Chilean peso with respect to the U.S. dollar could affect the dollar value of our common stock and our ADSs. Given the floating exchange rate regime that exists in Chile, the Chilean peso has been subject to large fluctuations in the past and this trend could occur again in the future. According to information published by the Central Bank (“Dólar Observado”, which differs from exchange rate of accounting representation or market exchange rate), between December 31, 2019 and December 31, 2020, the value of the U.S. dollar relative to the Chilean peso decreased by approximately 5.3%, as compared to the increase of 8.4% recorded in the period from December 31, 2018 to December 31, 2019. Chilean trading in the shares underlying our ADSs is conducted in Chilean pesos. Cash dividends associated with our shares of common stock are received in Chilean pesos by the depositary, which then converts such amounts to U.S. dollars at the then-prevailing exchange rate for making payments in respect of our ADSs. If the value of the U.S. dollar increases relative to the Chilean peso, the dollar value of our ADSs, and any distributions to be received from the depositary, will decrease. In addition, the depositary will incur customary currency conversion costs (to be borne by the holders of our ADSs) in connection with the conversion and subsequent distribution of dividends or other payments. For more information, see “Item 10. Additional Information—Exchange Controls.”

 

Since we manage assets and liabilities denominated in foreign currency, our results of operations may be affected by fluctuations in the exchange rates between the Chilean peso and the U.S. dollar, or the Chilean peso in relation to other currencies, despite our policy and Chilean regulations related to the general avoidance of material exchange rate mismatches. In order to reduce the effect of exchange rate mismatches, we enter into foreign exchange derivative transactions, including both hedge accounting derivatives and trading derivatives, that hedge most of our exposure to foreign currency. As of December 31, 2020, our foreign currency-denominated assets and Chilean peso-denominated assets, which contain repayment terms linked to changes in foreign currency exchange rates, exceeded our foreign currency-denominated liabilities and Chilean peso-denominated liabilities, which contain repayment terms linked to changes in foreign currency exchange rates, by an amount of Ch$2,649 million, or 0.08% of our paid-in capital and reserves.

 

We may decide to change our policy regarding exchange rate mismatches. Regulations that limit such mismatches may also be amended or eliminated by regulatory institutions. Higher exchange rate mismatches will increase our exposure to the depreciation of the Chilean peso, and any such depreciation may impair our capacity to service foreign-currency obligations and may, therefore, materially and adversely affect us, our financial condition and results of operations. Additionally, the economic policies of the Chilean Government and any future fluctuations of the Chilean peso, with respect to the U.S. dollar, could adversely affect our financial condition and results of operations.

 

Chile has corporate disclosure standards different from those you may be familiar with in the United States.

 

Chilean disclosure requirements for publicly listed companies differ from those in the United States in some significant aspects. In addition, although Chilean law imposes restrictions on insider trading and price manipulation, the Chilean securities markets are not as highly regulated and closely supervised as the U.S. securities markets. Accordingly, the information available to you regarding our corporation will not be the same as the information available to shareholders of a U.S. company. For more information, see “Item 16G. Corporate Governance.”

 

Chilean law may provide shareholders with fewer and less well-defined rights.

 

Our corporate affairs are governed by our estatutos (bylaws) and the laws of Chile. Under such laws, our shareholders may have fewer or less well-defined rights than they might have as shareholders of a corporation incorporated in a U.S. jurisdiction. For example, our shareholders would not be entitled to appraisal rights in the event of a merger or other business combination undertaken by us.

 

Our business growth, asset quality and profitability may be affected by political, legal and economic uncertainty, as well as social developments and the drafting of a new constitution in Chile.

 

Our operations are highly dependent on the Chilean political and social environment, as most of our customers and borrowers do business in Chile. Thus, our results of operations could be negatively impacted by unfavorable political and diplomatic developments, social instability or unrest, as well as dramatic changes in public policies, including expropriation, nationalization, international ownership legislation, interest rate caps and tax policy.

 

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In October 2019, a series of disruptive protests over a variety of social matters were initially sparked by the announcement of a subway fare increase in Santiago. Among these protests, some violent groups vandalized and looted public and private infrastructure in Santiago and other major cities. The protests and related violence have disrupted various economic activities throughout the country. In addition, many banks and other financial institutions experienced physical damages at their branches and ATMs. Although most of our damages were insured, 239 of the Bank’s branches and approximately 170 of our ATMs suffered varying levels of damage during this period, with nine of our branches and 109 ATMs being severely damaged.

 

The social unrest also led to increased volatility in the Chilean stock market, with a significant correction of stock prices and a sharp depreciation of the Chilean peso against the U.S. dollar. Furthermore, share prices of local banks, including ours, suffered significant declines in the market, while bond spreads of local banks increased.

 

In response to the protests, the Government announced a social agenda intended to increase basic pensions, expand social health coverage, and reduce and stabilize tariffs for some public services, such as public transportation and electricity. To fund these initiatives, the Government and the opposition reached an agreement regarding a new tax reform that was passed by the Chilean Congress and enacted on January 29, 2020. Through various measures the reform aimed to levy higher taxes on high-income individuals, while alleviating the tax burden for lower-income segments. For more information, see “Item 5. Operating and Financial Review and Prospects—Operating Results—Income Tax and Item 10. Additional Information—Taxation—Chilean Tax Considerations”. Further, on November 15, 2019, the majority of the local political parties agreed on a process to draft a new constitution that will replace the current one dating from 1980. According to amendments approved by the Chilean Congress to the 1980 Constitution, this process was initiated by the referendum held in October 2020, in which two matters were voted on: (i) whether a new constitution should be drafted and if so, (ii) whether the convention for drafting the new constitution will be comprised of 50% Congress members and 50% non-Congress member elected citizens, or entirely comprised of non-Congress member elected citizens for this specific purpose. In the referendum, the choice for a new constitution obtained 78% of the votes and 79% of voters determined that a convention entirely comprised of non-Congress member elected citizens will draft the new constitution. The election for determining the composition of the convention body was scheduled to be held on April 11, 2021, however, since COVID-19 cases significantly increased during late February and March 2021, lockdowns and other measures had to be reinstated by the Chilean authorities, causing the election to be postponed to mid-May 2021. These elections will also appoint mayors, local councils and governors, and to avoid crowds due to COVID-19 restrictions, will be exceptionally held during two days. As for the procedure under which the new constitution will be written by the convention body, each new article must be approved by two thirds of the convention. This convention will be exclusively authorized to discuss and draft the provisions of a new constitution. The process to draft the constitution is expected to commence in July 2021, and may last up to one year from the date it is legally installed. The draft delivered by the convention must be ratified or rejected in a new referendum.

 

As mentioned, the referendum to vote for a new constitution was carried out in October 2020, in which the choice for a new constitution obtained 78% of the votes and 79% of voters determined that a convention entirely comprised of citizens will draft the new constitution. As a consequence of the recent developments relating to an uptick of COVID-19 cases, the April 2021 elections for mayors, local councils and governors and members of the convention were exceptionally postponed for May 15 and 16, 2021.

 

Based on the announcement of the social agenda, and subsequently due to the mobility restrictions implemented due to the COVID-19 pandemic, protests and riots declined during 2020 and were later resumed, to a lesser extent, by the end of 2020 and beginning of 2021. However, the social crisis produced by the COVID-19 pandemic also translated in isolated demonstrations. Accordingly, we cannot rule out an increase in past-due levels during 2021, or beyond, to the extent that the quality of salaried jobs decreases and that the economic outlook deteriorates in light of uncertainty around the new constitution or changes to the political and economic model. Amid this environment, our risk expenses could increase in the short-term, while our results of operations, and the results of the industry as a whole could be affected. Furthermore, economic activity could slow down, affecting loan growth across the industry and for us.

 

The long-term effects of this social unrest are difficult to predict, but could include slower economic growth and higher unemployment rates, which could adversely affect our profitability and prospects. For example, an increase in the unemployment rate beyond what we predicted, or for a longer period than predicted, could diminish demand for loans and decrease our customers’ payment capacity to repay loans, increasing expected credit losses. Overall, we cannot assure you that the social unrest will decrease in Chile in the near future, and therefore, we can offer no assurance that it will not have a negative impact on economic growth, the overall Chilean business environment and our results of operations and financial condition.

 

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Reforms to labor and pension laws as well as labor strikes or slowdowns could adversely affect our results of operations.

 

We are a party to collective bargaining agreements with various labor unions to which most of our employees belong. Therefore, disputes regarding the terms of these agreements, or our potential inability to negotiate acceptable contracts with these unions, could result in strikes, work stoppages, or other slowdowns by the affected workers, among other things. If unionized workers were to engage in a strike, work stoppage, or other slowdown, or other employees were to become unionized, we could experience disruption of our operations or higher ongoing labor costs, either of which could have a material adverse effect on our results of operations. See “Item 6. Directors, Senior Management and Employees—Employees.”

 

Since 2017, a bill has been under consideration in the Chilean Congress aimed at reducing the maximum working hours from 45 to 40 hours per week, applicable to employees. If this bill is approved and enacted, we could experience higher ongoing labor costs, which could have an adverse effect on our results of operations.

 

Current labor legislation defines a company’s minimum services and emergency teams by the applicable labor regulator after negotiations between a company and each labor union prior to the commencement of a collective bargaining process. As such, minimum services refer to those functions of a company which must continue to be provided during a strike because they have been determined to be essential to protect assets and facilities, to prevent accidents, guarantee public utility services, meet the basic needs of the population and prevent environmental damage or harm to health. A company’s emergency teams are made up of workers assigned by each union to fulfill such minimum services. As further explained in “Item 8 – Financial Information – Legal Proceedings – Setting of Minimum Services and Emergency Teams in Case of a Strike”, we challenged the minimum services and emergency teams that have been assigned to us, but our claims were not upheld, both by the labor authority and the labor courts. Therefore, in the event of futures strikes, we could face operational disruptions due to an inadequate number of minimum services and an insufficient staff for the emergency teams.

 

Since late 2018, the Chilean Government has presented three bills with the purpose of improving the Chilean pension system. These projects, which initially sought to improve the private pension funds system by increasing individual capitalization and enhancing the solidarity fund financed by common taxation, have extensively changed during the last two years, especially after the October 2019 social turmoil aftermath and the COVID-19 pandemic. The last bill was presented by the Chilean Government in March 2021, and, among other matters, (i) seeks to increase the number of people benefited by the solidarity fund; (ii) increases from 10% to 16% the compulsory individual contribution which must be paid by the employer (where 3% would be destined to individual capitalization and the other 3% to solidarity (despite discussions with the Chilean Government’s opposition which seeks to apply the full extra 6% to solidarity); (iii) increases the pensions of certain groups of low income pensioners by offering several benefits to them; (iv) creates new pension fund managers as non-profit seeking organizations; (v) mandates fund managers to return up to 20% of the fees charged to the contributors to the extent they suffer losses; and (vi) eliminates fees for the management of Chilean mutual funds.

 

Further, during the discussions between the Chilean Government and the Chilean Congress to reach an agreement on a feasible pension reform, as a result of the COVID-19 pandemic, two extraordinary withdrawals from the pension funds were permitted to anyone who had contributed to the pension fund system, each one up to 10% of the aggregated individual account available, but not exceeding UF 150 (equivalent to Ch$4.4 million as of March 31, 2021). As of the date of this annual report, a third withdrawal was passed by the Chilean Congress and enacted. This third withdrawal allows withdrawals from the pension funds in similar terms as the previous two, and is expected to be implemented during the following weeks.

 

With the information we have as of today, we are unable to predict the final content of the pension reform and therefore any potential adverse effects of this bill in our financial condition and results of operations cannot yet be ascertained. Should this bill come into effect, it may cause an increase in labor costs, including ours, and therefore, have an adverse effect on our financial and operational results. Since the pension fund managers usually invest a portion of the funds in certain banking debt instruments (for instance, bonds, time deposits), if the amount of funds available in the pension funds system decreases significantly, we may need to seek alternative funding sources, which could be more expensive and, as a consequence, may have an adverse effect on our financial condition and results of operations.

 

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Item 4Information on the Company

 

History and Development of the Bank

 

Overview

 

We were founded in 1893, and we have been, for much of our history, among the largest and most profitable Chilean banks in terms of return on average assets and average equity in Chile. Our core business is commercial banking in Chile, providing traditional banking products and specialized financial services to our large and diversified customer base of individuals and companies.

 

Our legal name is Banco de Chile and we are organized as a banking corporation under the laws of Chile and were licensed by the CMF to operate as a commercial bank on September 17, 1996. Our main executive offices are located at Paseo Ahumada 251, Santiago, Chile, our telephone number is +56 (2) 2637-1111 and our website is www.bancochile.cl. Our representative in the United States is Puglisi & Associates, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19711.

 

We are a full service financial institution that provides, directly and indirectly through our subsidiaries, a wide variety of lending and non-lending products and services to all segments of the Chilean financial market, providing our customers with powerful, differentiated and comprehensive value offerings. In addition to our traditional banking operations, our subsidiaries and affiliates permit us to offer a variety of non-banking but specialized financial services including securities brokerage, mutual funds management, investment banking, insurance brokerage, securitization and collection services.

 

Our business is not materially affected by seasonality.

 

We organize our operations and deliver our services to our customers through the following four principal business segments:

 

(i)retail banking;

 

(ii)wholesale banking;

 

(iii)treasury and money markets; and

 

(iv)operations through subsidiaries.

 

Through our retail banking segment, we provide our individual customers with credit cards, installment loans and residential mortgage loans, as well as traditional deposit services, such as current accounts, demand deposits, demand accounts, savings accounts and time deposits. We and our subsidiaries also offer financial solutions such as insurance brokerage, securities brokerage, mutual funds management, among others. In addition to personal banking, our retail segment comprises micro, small and medium sized companies that we serve by providing them with short and long term financing, deposit and cash management solutions, in addition to an array of financial services, such as insurance brokerage. In addition, our banking services for wholesale customers include commercial loans (including factoring and leasing), trade finance, capital markets services, cash management and non-lending services, such as payroll, payment and collection services, as well as a wide range of treasury, financial advisory and risk management products.

 

In 2008, we enhanced our value offerings by entering into a strategic partnership with Citigroup Inc., as a result of our merger with Citibank Chile. We also offer international banking services through our representative office in Beijing and a worldwide network of correspondent banks.

 

According to the CMF, under Chilean GAAP, as of December 31, 2020, we ranked second in the Chilean banking industry in terms of net income attributable to equity holders with a market share of 39.3%. As of the same date and excluding operations of subsidiaries abroad, we were the second largest bank in Chile in terms of total loans with a market share of 16.6%, the largest provider of commercial loans with a market share of 16.7%, the second largest provider of consumer loans with a market share of 17.3% and the third largest private sector bank in terms of residential mortgage loans with a market share of 16.3%. As for liabilities, excluding operations of subsidiaries abroad, we were the largest private bank in Chile in terms of current accounts and demand deposit balances (net of clearance) with a market share of 20.8% and, more importantly, we ranked first in current account balances held by individuals with a market share of 27.1%, both as reported by the CMF and as of December 31, 2020. Lastly, according to the Chilean Association of Mutual Funds, as of December 31, 2020, we were the largest provider of mutual funds management services in Chile with a market share of 24.2%.

 

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As of December 31, 2020, we had:

 

total assets of Ch$45,550,960 million (approximately U.S.$ 63,985.1 million);

 

total loans of Ch$30,937,690 million (approximately U.S.$43,457.9 million), before deducting allowances for loan losses;

 

total deposits of Ch$24,066,770 million (approximately U.S.$33,806.4 million), of which Ch$15,167,229 million (approximately U.S.$21,305.3 million) correspond to current account and demand deposits;

 

equity (including net income, non-controlling interest and provisions for minimum dividends) of Ch$3,997,081 million (approximately U.S.$ 5,614.7 million);

 

net income attributable to equity holders of Ch$401,629 million (approximately U.S.$564.2 million); and

 

market capitalization of approximately Ch$7,333,840 million (approximately U.S.$10,302 million).

 

As of December 31, 2020, we had 13,134 employees and delivered financial products and services through a nationwide distribution network of 334 branches and 1,766 automatic teller machines (“ATMs”). Our ATMs are part of a larger network of 7,449 ATMs operating in Chile, of which 4,757 ATMs operate under a network managed by Redbanc S.A., a company we partly own along with eight other private sector banks.

 

History

 

We were founded in 1893 as a result of the merger of Banco Nacional de Chile, Banco Agrícola and Banco de Valparaíso, which created the largest private sector bank in Chile. We have played an important role in the economic history of Chile. Before the creation of the Central Bank in 1926 and prior to the enactment of the General Banking Act, we were the main stabilization agent of the Chilean banking system, a role that is now performed by the Central Bank. Beginning in the early 1970s, the Chilean Government assumed control of a majority of Chilean banks, and all but one of the foreign banks that were operating at that time closed their branches and offices within the country. Throughout this era, we remained as a private sector bank, with the exception of a portion of our shares owned by the Chilean Government that were sold to private investors in 1975. Throughout our history we have developed a well-recognized brand name in Chile and expanded our operations in foreign markets, where we developed an extensive network of correspondent banks. In the early twentieth century, we established a representative office in London, which we maintained until 1985, when our operations in Europe were moved to Frankfurt. The office in Frankfurt was closed in 2000, when our foreign operations were centralized at the New York branch. In 1987 and 1988, we established four subsidiaries to provide a full range of specialized financial products and services as permitted by the General Banking Act. In 1999, we widened our scope of specialized financial services by creating our insurance brokerage and factoring subsidiaries. During the early 2000s, the Chilean banking industry witnessed intense merger and acquisition activity. In 2002, we merged with Banco de A. Edwards, which allowed us to expand our business to new customer segments. In 2008, we sold our U.S. branch to Citigroup in connection with our merger with Citibank Chile that was carried out during the same year. As a result of these consolidations, we currently operate a distribution network that is composed of three brand names, namely, “Banco de Chile” (which operates throughout Chile), “Banco Edwards-Citi” (which is primarily oriented to higher income segments) and “Banco CrediChile” (which is focused on consumer loans and demand accounts for lower and middle income segments).

 

During 2014, the Chilean economy entered into a slowdown cycle, which affected investment and the growth of commercial loans. Amid this slowdown, we took advantage of our competitive strengths and continued to optimize our risk-return relationship by keeping our credit risk under control and developing innovative commercial strategies. As a result, we remained at the top of the industry in terms of net income generation and return on average equity, according to information published by the SBIF as of December 31, 2014. In order to achieve these goals, we improved customer experience by launching cutting-edge mobile banking solutions and applying world-class business intelligence methodologies. Furthermore, we continued to diversify our funding structure by issuing long term bonds in Switzerland, Japan and Hong Kong, while taking advantage of our U.S.$1,000 million commercial paper program, which was established in 2010 (‘the Commercial Paper Program”) to raise short-term funds. Lastly, we recorded a 15.9% annual expansion in current accounts and demand deposit (year-end balances) that enabled us to rank first in these liabilities within the local banking industry, according to information released by the SBIF as of December 31, 2014. These figures were reflected by the interest of investors in Banco de Chile’s stock, which recorded an 86.5% annual increase in trading volumes (excluding the effect of the LQIF secondary offering), the highest increase among all publicly listed Chilean banks.

 

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During 2015, the economic backdrop remained a leading challenge for the banking industry. However, we remained the most profitable bank in Chile (in terms of return of return on average capital and reserves and return of average assets for banks with market share in loans above 3.0%) and the first bank in net income attributable to equity holders. These accomplishments were due to diverse initiatives implemented during the year, including innovation in IT solutions for our customers, which has become one of our main goals. Due to these initiatives, we were recognized as the Best Consumer Digital Bank in Chile by GlobalFinance and as the Best Internet and Mobile Bank in Chile by Global Banking & Finance Review in 2015. In addition, we entered into two strategic partnerships with both a local and an international airline, which will benefit our 1.5 million credit card holders. We also acquired a commercial loan portfolio from a local bank amounting to approximately Ch$564 billion. Moreover, 2015 was a record year for Banco de Chile in terms of bond placements amounting to approximately Ch$1,342 billion, of which Ch$156 billion were placed abroad under the U.S.$3 billion MTN Program we maintain in Luxembourg.

 

Throughout 2016 we continued to face economic headwinds as the local economy’s growth continued to slowdown. Amid this environment, we focused on growing profitably by concentrating on those segments with a more balanced risk-return relationship. Thus, in spite of recording a moderate annual expansion of 3.4% in total loans, we managed to remain first in terms of net income attributable to equity holders and profitability (for banks with market share above 3.0% in total loans) within the local banking industry, with a market share of 28.4% and a ROAE of 19.6%, both under our internal reporting policies. Our customer-centric approach has been crucial to these achievements and we believe our service quality makes a difference when compared to our competition. During 2016 we accomplished significant advances on this matter such as attaining the highest net promotion score among the main Chilean banks for first time in our recent history while also reducing our attrition rate. We believe these achievements were the result of diverse projects and strategies intended to enhance customer proximity. Thus, during 2016 we launched a new personal banking website, with improved functionalities and enhanced our mobile banking solutions by adding new applications for smartphones. In terms of service quality, we revised and updated our portfolio of high income customers, opened new specifically-oriented branches for preferential customers and set up a new service model for premium customers called “Private Wealth Management.” Lastly, we continued to strengthen the benefits associated with our loyalty program for credit card users by adding new alliances to the package of already existing services and providers. Based on all of these initiatives, during 2016 we were recognized by various specialized publications covering multiple areas of banking activity including “Most Valuable Banking Brand” in Chile by The Banker, “Most Innovative Banking Solutions” in Chile by Global Business Outlook, “Best Consumer Digital Bank” in Chile by Global Finance and “Best Bank” in Chile by World Finance.

 

During 2017, we were first in terms of net income and profitability within the local banking industry, with a market share of 26.1% and a ROAE of 19.3%, both under our internal reporting policies. These achievements were attained during a difficult economic landscape, which resulted in a significant slowdown of the corporate lending business that impacted certain macroeconomic indicators such as unemployment, which adversely affected the credit quality of our personal banking business. Amid this environment, we maintained our customer-centric approach and focused on developing new ways to enhance the customer experience by expanding our service offerings, business platforms and benefits to our loyalty program. For example, we launched a new website for companies, aimed at serving corporates, other large companies and SME customers. Similarly, we created a new mobile application and upgraded existing ones. We released “MiInversion” which serves as a portfolio management platform for retail customers and developed new functionalities for the MiBanco application. We believe remote channels are the future of banking and are continuously promoting their use among customers while seeking new solutions to offer banking products through mobile or internet technologies. This strategy boosted demand for mobile and internet services that during 2017 reflected increases of 78% and 11% in monetary transactions using these means, respectively. In addition, our enhanced loyalty program added new alliances with two airlines and negotiated access to a VIP lounge for customers at the Santiago airport. These initiatives continue to demonstrate our commitment to superior customer service and have allowed us to obtain a 73.3 % average net promoter score in 2017, as measured by a syndicated study conducted by Consultores Asociados de Marketing Cadem S.A., or “CADEM,” the highest among our relevant peers. We also undertook transformational changes by assessing relevant processes in terms of efficiency, cost control and operational risk. We believe these actions are necessary to maintain our market leading position in an increasingly competitive banking industry. Lastly, we received recognition for our business performance and digital strategy including being recognized as the Best Bank in Chile, Best Digital Bank for Companies in Chile and Best Sub-Custodian Bank in Chile by Global Finance and being named the Best Mobile and Digital Bank in Chile and the Best Investment Bank in Chile by Global Banking & Finance Review.

 

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Throughout 2018, we continued to show outstanding performance when compared to our main competitors. We led the market in terms of net income attributable to equity holders with a 25.3% market share, which translated into an above-average ROAE of 19% (both figures under Chilean GAAP). Thanks to this performance, we were able to earn sufficient income to fully repay the subordinated debt held by SAOS with the Central Bank in April 2019. This is a significant milestone in our history, since we were able to pay off this debt 17 years before the original maturity date. In 2018, the Chilean economy maintained the trend shown by the end of 2017. Thus, GDP grew solidly at 4.0%, primarily due to the rebound of private investment. Amid this scenario, our loan book increased 9.7%, thanks to record sales in installment and mortgage loans while also adding a record amount of new current account holders. Moreover, the wholesale segment achieved a significant recovery by the end of the year, after two consecutive years of contraction.

 

During 2018, we continued to focus on superior customer service, attaining first place in service quality among our peers by posting an average net promoter score of 71.2%, as measured by a syndicated study conducted by CADEM, and an attrition rate of only 6.2%, according to our management information system. Based on these attributes we received the “National Customer Satisfaction Award” and the “Consumer Loyalty Award” in 2018. Aligned with this view, we continued to develop our digital strategy in order to assure stability and efficiency on our diverse platforms while innovating in new products and services provided online. Thus, we added new functionalities to some of our applications (MiBanco, MiPago and MiInversion), which allow our customers to perform new transactions through their smartphones including time deposits, money exchange and the RedGiro service. Due to these improvements the amount of mobile transactions in our mobile platforms increased to 35.1 million in 2018, which represents an annual increase of 60.8%. Also, thanks to our digital banking strategy we were once again recognized as the “Best Digital and Mobile Bank in Chile” by Global Banking & Finance Review and “Innovative Digital Bank of the year in Chile” by The European Magazine. Cybersecurity was also a central point of attention for us in 2018. After the cyber-attack occurred in May 2018, on which we timely reacted based on solid security protocols, we decided to enhance our organizational structure and IT infrastructure by creating the new Cybersecurity Division. This new division took various actions in order to promote a cybersecurity culture across the company, while spreading the knowledge that all of our employees should have in respect to this important topic.

 

In 2019, we achieved significant accomplishments, all of which were aligned with our long-term strategy, while maintaining a clear focus on our customers’ needs. For example, we began the year signing a long-term, exclusive partnership for life and non-life insurance products with an international insurance company. We expect this partnership to provide our customers with a wide array of insurance solutions, as well as give us the ability to offer products with an excellent price-to-quality ratio. Additionally, we entered a commercial alliance with a local Chilean retailer, allowing us to expand our ATM network by 22.5% on average in Chile during 2019 when compared to 2018. Through these initiatives, we maintained our position as a market leader in fee-based income in 2019, while significantly widening the competitive gap with followers in the industry. During 2019, we also continued our strategic objectives by defining and working to meet specific goals and improving our customer proximity in order to better meet their needs. To this purpose, we continued to deploy our digital transformation strategy by implementing a digital onboarding for customers seeking to remotely open a checking account. We continued developing our new service model to unify customer service under CrediChile and Banco de Chile brands through merging several branches. Through these initiatives, we continued being an industry leader among major banks in service quality, holding a net promoter score of 72.5% as of December 31, 2019 according to a syndicated study performed by ProCalidad.

 

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Further in 2019, we had two milestone bond placements. We placed our first green bond to finance renewable energy projects in Chile for approximately U.S.$48 million. We also took advantage of low interest rates and the phase-in, proposed by the regulation in connection with the Basel III implementation in Chile, for a subordinated bond placement in the local market of approximately Ch$215,397 million. 2019 was also an iconic year for share ownership. SAOS was able to fully repay the Central Bank subordinated debt on April 30, 2019 based on the dividend received from our net distributable earnings for the year ended December 31, 2018. Consequently, SM-Chile and SAOS entered into a liquidation process and their Banco de Chile voting rights were transferred to their respective shareholders. As a result, the free-float of our stock increased from approximately 32.09% to 48.74% (including Ergas group). Finally, as of December 31, 2019 we were the market-leading bank in Chile in net income attributable to equity holders and profitability, with a market share of 23.4% and a ROAE of 17.5% (under Chilean GAAP).

 

In 2020, our main achievements were related to both adapting our operations and processes to the contingencies produced by the COVID-19 pandemic, while being able to successfully overcome the financial challenge posed by the economic crisis caused by the pandemic. In order to continue adapting our operations to the increasing demand for remote settings and faster services from our customers, while still addressing the effects of mobility restrictions and lockdown, during 2020 we emphasized the importance of digital transformation within our organization. First, we enhanced some of our main mobile applications (MiBanco and MiPago) and our online websites for individuals, by optimizing their security protocols while providing better and more organized content to improve the user experience. In addition, one of the most important milestones of the year was the launch of the FAN account, our fully digital onboarding bank account that promotes financial inclusion among all income segments. This initiative should allow us to strengthen our market-leading position in demand deposits, as reflected by a market stake of 27.1% reached in demand deposit account balances held by individuals as of December 31, 2020 (excluding operations of subsidiaries abroad). As a consequence of these efforts on digital transformation, we were rewarded and recognized as the Innovative Digital Bank of the Year in Chile by The European magazine. Also, during 2020 we continued implementing our dual service model for branches, while modernizing them in order to comply with the sanitary restrictions as a result of the COVID-19 pandemic. These actions, coupled with a set of other measures taken in order to guarantee our operational continuity, led us to being recognized as the leading bank in Best Service Quality in 2020 according to Adimark. Moreover, during the course of the year we improved our organizational structure by creating the Productivity and Efficiency Division, which aims to accelerate the implementation of initiatives intended to optimize our operations while identifying new opportunities to improve diverse processes. Likewise, we continued to reinforce our cybersecurity structure by creating three subdivisions in order to better cope with new challenges that digital transformation poses: (i) the Cybersecurity Operations unit, (ii) the Intelligence and Response unit, and (iii) the Detection and Containment unit.

 

Throughout 2020, we also deployed the National Support Plan in order to support our customers that have been affected by the COVID-19 pandemic. This initiative included the possibility of rescheduling up to six installments of consumer, residential mortgage and commercial loans while reprogramming their credit card debt, as well as a special support program that granted government-guaranteed working capital loans to SMEs and Large Companies clients. As of December 31, 2020, we had granted nearly Ch$1,890,000 million in these secured loans, representing a 6.1% of our total loan portfolio. Also, as of the same date, we had rescheduled approximately Ch$414,155 million of installments of consumer, mortgage and commercial loans.

 

In 2020, our results were undoubtedly affected by a deteriorated economic landscape caused by the COVID-19 pandemic. This context translated into downward trends in local and foreign interest rates, lower transactionality, reduced demand for loans and increasing unemployment, that led to a decline in customer income and a spike in risk expenses. However, due to our prudent risk policies, strict cost control and a proactive management of our Treasury and Money Market Operations business segment, we were able to deal with this challenge by posting a year-end net income attributable to equity holders of Ch$401,630, equivalent to a ROAE of 10.1%. Lastly, due to the establishment of additional allowances and the increase in equity during 2020, we had the strongest Capital Adequacy Ratio among major local banks, posting a year-end 16.0% BIS Ratio.

 

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Merger with Banco de A. Edwards

 

On December 6, 2001, our shareholders approved our merger with Banco de A. Edwards, which became effective on January 1, 2002. Banco de A. Edwards had been listed on the NYSE since 1995, and since January 2002, we have been listed on the NYSE under the symbol BCH. We concluded the merger process with the consolidation of a new corporate structure and the integration of our technological platforms.

 

Merger with Citibank Chile

 

On December 27, 2007, our shareholders approved our merger with Citibank Chile, which became effective on January 1, 2008. During 2008, we integrated Citibank Chile’s technological platforms with ours and established a new organizational structure in order to satisfy the needs of our customers and to achieve important synergies. We concluded the merger process with the integration of Corporación Financiera Atlas S.A. (Citibank Chile’s consumer area) into our consumer finance area (CrediChile), which allowed us to nearly double our customer base and market share in consumer finance. As result of this merger and integration process, we entered into the following agreements with Citigroup Inc. to provide a framework for our relationship with Citigroup Inc., its services and trademarks in Chile: (i) the Global Connectivity Agreement, (ii) the Cooperation Agreement, (iii) the Trademark License Agreement and, (iv) the Master Services Agreement. On October 22, 2015, we entered into a new Global Connectivity Agreement, a new Cooperation Agreement and a new Trademark License Agreement with Citigroup Inc. All of these new agreements replaced the original agreements we entered into on December 27, 2008. In addition, on January 26, 2017, we entered into a new Master Services Agreement with Citigroup Inc. On August 24, 2017, we agreed to extend the Cooperation Agreement dated October 22, 2015 for a period of two years beginning on January 1, 2018, pursuant to which the parties may agree, to extend for another two-year term to commence on January 1, 2020. As a result of the extension of the Cooperation Agreement, the new Global Connectivity Agreement, Trademark License Agreement and Master Services Agreement were extended under the same terms as the Cooperation Agreement. For more information, see “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.

 

Technological Projects

 

In 2016 we undertook diverse technological initiatives intended to adequately support our core business and improve our operating efficiency. Our main initiative to support to our core business was the implementation of a new internet-based platform for personal banking with a friendlier design and more efficient architecture that boosted online transactions, increased customer satisfaction and decreased web surfing time. Furthermore, we implemented the first stage of a new commercial platform, called “Business Center,” which includes a new system aimed at integrating the sale and post-sale process. Business Center will also become our CRM system in the future. We also put into practice a modern platform for our leasing business. In addition, we continued to enhance the capabilities of our Treasury by upgrading the Murex system, completing a new phase of the platform that allows us to clear derivatives with other Chilean banks while setting up diverse IT solutions to clear derivatives contracts with European counterparties (EMIR). We also continued to reinforce our mobile offerings by improving the mass-market appeal of MiPass, originally introduced in 2015. In addition, we implemented online notifications of payments, money transfers and credit card charges, which are received by customers on their smartphones at the moment of transaction. In regard to efficiency, during 2016 we completed several projects intended to digitalize documents, reports and forms in order to avoid printing and implemented a new image-based model for controlling operations carried out by tellers and representative officers. Similarly, we automated diverse form filling procedures for operations related to personal banking and SMEs and set up platforms and procedures for pre-approval operations. Finally, we continued to develop the last stages of our ATM replacement schedule by renewing 96% of our total network, in accordance with the requirements imposed by the Chilean regulator.

 

During 2017 we continued to develop the “Business Center” project, which is our new Sales & Customer Relationship Management tool. This system is expected to support significant improvements in the quality and responsiveness of our back-office and front-office operating processes to enhance our customer centric vision. We launched our Pricing 360° tool, which improves pricing through a deeper knowledge of account officers on customers’ needs, enabling us to provide tailored lending solutions to our diversified customer base. Similarly, we upgraded the “Time Deposits and Savings” module, which permits account officers to tailor offerings to personal banking customers. Moreover, we completed the renewal of our ATM network to meet the new security and quality standards required by the SBIF. Additionally, we launched two new platforms for companies. We renewed the website business platform for these customers by adding new functionalities, security standards and the ability to conduct paperless transactions. We implemented a new electronic platform for factoring, which is aimed at improving the interaction with customers by making transactions easier while also upgrading the middle and back-office systems for this business. In personal banking, we maintained our focus on innovation and digital banking by adding new functionalities to existing mobile applications including the authorization of web transactions through MiPass application, access to MiBanco by means of fingerprint scanner, e-commerce payments through MiPago and an On/Off functionality for credit cards in MiBanco.

 

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During 2018, we continued to enhance our diverse IT infrastructure and digital platforms in order to assure stability and efficiency to our processes, attract new potential clients while continuously improving the service provided to our current customers. To this extent, we focused on continued developing new stages of our new CRM system and sales platform by introducing a new pricing tool for individuals that allow our account officers to easily use and access to our customers’ information. The CRM system is a key project for us and we expect to keep on developing new functionalities over the next years. Moreover, we intensified our efforts to expand and improve our remote channels given the massive use of internet and fast adoption of smart phones. In that direction, we added new functionalities to some of our applications, and expanded our RedGiro service to the mobile banking, only available on our website until 2017.

 

In May 2018 we suffered a cyber-attack involving the theft of funds that subsequently resulted in an operational write-off of approximately Ch$6,900 million or U.S.$ 9.9 million (mostly recovered from the redemption of an insurance policy). Even though this incident temporarily affected certain services provided to our customers, we were able to maintain the continuity of our operations. In addition, as of this date, based on our internal analysis we have found no evidence whatsoever that our customers were affected by this incident in terms of misappropriation of funds. See “Item 3. Key Information—Risk Factors—Risks Relating to our Operations and the Chilean Banking Industry—Cybersecurity events could negatively affect our reputation or results of operations and may result in litigation.” This cybersecurity incident, although successfully overcome, posed new challenges for us in terms of cybersecurity infrastructure, controls and procedures. Thus, as part of the efforts to improve our cybersecurity risk management, we created the Cybersecurity Division in June 2018, which replaced our former Technological Security Area. The new division is the first line of defense for us on these matters and is in charge of mitigating and managing cybersecurity threats. The division is focused on managing projects aimed at improving our cybersecurity protocols and procedures. During 2018, the Cybersecurity Division undertook diverse IT projects in order to reinforce our infrastructure and cybersecurity capabilities, acquiring world-class protection software and firewalls while investing in specialized platforms to address this significant topic. During 2018, we invested approximately Ch$9,915 million in cybersecurity equipment and software and incurred approximately Ch$9,847 million in operating expenses related to cybersecurity matters. These disbursements almost doubled the total amount incurred in 2017.

 

In addition to executing our digital transformation strategy to improve customer experience, in 2019 we also developed and implemented various projects aimed at improving cybersecurity infrastructure, efficiency and customer service. We launched our E360° tool, which is a tactical dashboard that enables standardization of offerings, while also improving the management of commercial efforts, customer visits and promises to clients. In SMEs, Middle Market Companies and Corporate Banking, we successfully migrated a majority of the customer base to a new web-based transactional platform, Banconexión 2.0. This platform was developed to address segment needs, delivering an improved customer experience while ensuring high security standards in banking operations. Furthermore, as a result of a commercial partnership with a local retailer, we were able to significantly expand our ATM network by 15%. Additionally, throughout 2019, we carried out various cybersecurity projects aimed at improving in-networks, workstations, servers and digital applications, while enhancing access-control through technological solutions and software. To increase efficiency and productivity, we developed new automated transactional platforms for foreign currency trading to help meet the needs of professional and non-professional counterparties. Lastly, we adopted a world-class module for collateral management, improving the administration of our derivative portfolio and counterparty risk.

 

In 2020, it became clear that the acceleration of our digital transformation was critical to remain competitive in this challenging industry. Since the beginning of the COVID-19 pandemic in our country, we have been continuously identifying upgrades in our models, processes and platforms in a year where our customers are increasingly demanding less physical contact, while still receiving fast, flexible and reliable services. In this context, in September 2020, we officially launched the FAN account, a 100% digital debit account for individuals. Moreover, we continued to migrate our Middle Market Companies to Banconexión 2.0, the online transactional platform for companies. Furthermore, this platform was used to grant government-guaranteed working capital loans to SMEs and Middle Market Companies, related to the Fondos de Garantía para el Pequeño Empresario (“FOGAPE”) program, which coupled with the National Support Plan that provided funding to our customers during the difficult times of the COVID-19 pandemic. In addition, an increased number of employees working at home compelled us to improve our cybersecurity protocols, such as the implementation of the Authentication Enrollment (MFA) platform that allows our collaborators to authorize their login to the Bank’s software through their personal smartphones. Furthermore, we updated our main website and both MiBanco and MiPago mobile apps, by improving their structure, security protocols and graphics, in order to offer an optimized and unified web view within our digital channels. Lastly, we also advanced in the implementation of “Pricing Empresas,” a pricing model for companies that seeks to improve our management and customer segmentation, as well as implementing a new module in the Murex system associated with collateral management for derivatives.

 

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Through these efforts we have maintained our commitment to anticipating changes and minimizing risks related to technological advances, including cybersecurity risks, as mentioned in “Item 3. Key Information—Risk Factors—Risks Relating to our Operations and the Chilean Banking Industry” and “Item 3. Key Information—Risk Factors—Risks Relating to our Operations and the Chilean Banking Industry—Cybersecurity events could negatively affect our reputation or results of operations and may result in litigation.”

 

The 1982-1983 Economic Crisis and the Central Bank Subordinated Debt

 

During the 1982-1983 economic crisis, the Chilean banking system experienced significant instability that required the Central Bank and the Chilean Government to provide assistance to most Chilean private sector banks, including us. During this period, we experienced significant financial difficulties. In 1985 and 1986, we increased our capital and sold shares representing 88% of our capital to more than 30,000 new shareholders. As a result, no single shareholder held a controlling stake in the Bank. In 1987, the SBIF returned complete control and administration of the Bank to our shareholders and our board of directors by ending our provisional administration based on our successful capital increases as required by Law No. 18,401.

 

Subsequent to the crisis, like most major Chilean banks, we sold certain of our non-performing loans to the Central Bank at face value on terms that included a repurchase obligation. The repurchase obligation was later exchanged for subordinated debt of each participating bank issued in favor of the Central Bank. In 1989, pursuant to Law No. 18,818, banks were permitted to repurchase the portfolio of non-performing loans for a price equal to the economic value of such loans, provided that the banks assume a subordinated obligation equal to the difference between the face and economic value of such loans. In November 1989, we repurchased our portfolio of non-performing loans from the Central Bank and assumed the Central Bank’s subordinated debt related to our non-performing loans.

 

In November 1996, pursuant to Law No. 19,396, our shareholders approved a reorganization by which Banco de Chile was converted into a holding company named SM-Chile S.A. (SM-Chile). In turn, SM-Chile organized a new wholly-owned banking subsidiary named Banco de Chile, to which the former contributed all of its assets and liabilities, other than the Central Bank subordinated debt. In addition, SM-Chile created a second wholly-owned subsidiary named Sociedad Administradora de la Obligación Subordinada SAOS S.A. (SAOS) that, pursuant to a prior agreement with the Central Bank, assumed a new repayment obligation in favor of the Central Bank that replaced the Central Bank subordinated debt in its entirety and received 63.6% of our shares from SM-Chile. Although shares held by SAOS had economic rights that belong to the Central Bank, their voting rights were exercised by SM-Chile’s shareholders. This Central Bank debt, for which SAOS was solely responsible and for which there was no recourse to us or SM-Chile, was equal to the unpaid principal of the Central Bank subordinated debt that it replaced but had terms that differed in some aspects, such as the rescheduling of the debt for a term of 40 years providing for equal annual installments and a pledge of our shares owned by SAOS as collateral for such debt. The Central Bank debt bore interest at a rate of 5.0% per year and is UF-denominated.

 

Pursuant to SM-Chile’s bylaws, that company remains in existence until the Central Bank subordinated debt is completely paid off by SAOS, which occurred on April 30, 2019. As of such date, SM-Chile has been in the process of being liquidated, and the shares of Banco de Chile owned by SM-Chile and by SAOS (which was dissolved as of April 30, 2019) were distributed among SM-Chile’s shareholders as described in “Item 7. Major Shareholders and Related Party Transactions–Ownership Structure.” As a result, SM-Chile’s shareholders became direct shareholders of Banco de Chile.

 

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During the existence of the Central Bank subordinated debt, dividends that SAOS received from us were its sole source of revenues, which by legal mandate were destined to repay its debt to the Central Bank. SAOS did not have any other material debt, as it was a special purpose legal entity created by virtue of Law No. 19,396 whose only business was to own Banco de Chile shares and repay the obligation to the Central Bank. To the extent distributed dividends were not sufficient to pay the amount of each installment of its debt, SAOS was permitted to maintain a cumulative deficit balance with the Central Bank that SAOS committed to pay with future dividends. If the cumulative deficit balance exceeded an amount equal to 20% of our paid in capital and reserves, the Central Bank could have required SAOS to sell a sufficient number of shares of our stock to pay the entire accumulated deficit amount.

 

SAOS fully repaid the Central Bank subordinated debt on April 30, 2019 using the proceeds of the dividend it received from us from our net distributable earnings for the year ended December 31, 2018. As a consequence of such full repayment, SAOS was dissolved, SM-Chile began a liquidation process and Banco de Chile’s shares previously owned by SM-Chile and SAOS were distributed to our shareholders. As a consequence, LQ Inversiones Financieras S.A. and Inversiones LQ SM Ltda, increased their direct ownership in Banco de Chile, from their prior shareholdings of 27.18% and 0.29%, respectively, to 46.34% and 4.81% in each case. Similarly, other shareholders of SM-Chile became our shareholders, which significantly increased the public float of our stock. As of December 31, 2019, only SAOS had been fully dissolved. As of April 23, 2021, the liquidation process of SM-Chile was in progress and is expected to end by 2025. For more information, see “Item 7. Major Shareholders and Related Party Transactions–Ownership Structure.”

 

As a result of the full repayment of the Central Bank subordinated debt, LQ Inversiones Financieras is now the major direct shareholder of Banco de Chile with a shareholding of 51.15%, as of April 23, 2021. See Item 7. Major Shareholders and Related Party Transactions—Ownership Structure and Item 7. Major Shareholders and Related Party Transactions– Major Shareholders.

 

Capital Expenditures

 

The following table sets forth our capital expenditures in each of the three years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31, 
   2018   2019   2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$) 
Computer equipment  Ch$12,702   Ch$28,117   Ch$20,658 
Furniture, machinery and installations   2,409    2,656    1,510 
Real estate   12,589    12,555    6,303 
Vehicles   365    184    

 
Subtotal   28,065    43,512    28,471 
Software   23,512    20,928    18,631 
Total  Ch$

51,577

   Ch$

64,440

   Ch$

47,102

 

 

Our budget for capital expenditures for 2021 amounts to approximately Ch$84,448 million, of which expenditures in information technology investments represent 63%, while infrastructure projects represent the remaining 37%. The budget for capital expenditures is in line with our mid-term strategic priorities of improving our efficiency and enhancing our customer service capabilities with a firm focus on digitalization. These capital expenditures will be principally financed by cash on hand and long-term debt financing.

 

Among the budgeted expenditures for information technology, 44% corresponds to new and ongoing IT projects undertaken by Banco de Chile, which are intended to provide us with business solutions for customers, technological stability, improvements in productivity, enhancements in our communication network and cloud as well as reinforced cybersecurity infrastructure and systems. Of the remaining 56% budgeted for IT expenditures, 19% relates to the development of applications in order to provide us with digital alternatives to deliver tailored solutions to our customers, 15% is intended for the renewal of our technological infrastructure, which includes further optimization of our nationwide ATM network, 9% is associated with the technological renovation of several of our branches due to the new customer service model, another 6% consists of investments in technological equipment and system improvements to be carried out by certain subsidiaries and the remaining 6% is aimed to help fulfill regulatory requirements.

 

Our 2021 infrastructure expenditures budget includes disbursements associated with the transformation and consolidation of our branch network as a result of a new customer service model we are deploying in some of our locations (60%), renovation and restoration of our corporate buildings (16%), general maintenance investments (14%), reconstitution of infrastructure related to contingency issues (9%) and other initiatives related to subsidiaries and security expenditures (1%).

 

All of the aforementioned investments have been or will be made in Chile.

 

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BUSINESS OVERVIEW

 

Our Competitive Strengths

 

Building on our knowledge of the Chilean financial market, we have historically been able to develop significant competitive advantages based on our strong brand recognition, our widespread branch network, the diversity and relative size of our customer base, our highly competitive funding structure, the superior asset quality of our loan portfolio as compared to our peers in Chile, an attractive risk-return relationship and our market leadership in a diverse range of financial products and services.

 

Our main competitive strengths are:

 

Brand Recognition and Strong Corporate Image

 

We have operated in the Chilean financial industry for over 125 years under the “Banco de Chile” brand name. In order to provide our customers with specialized value offerings and a wider range of financial products and services, we have also developed the “Banco Edwards-Citi”, “Banco CrediChile” and “Banchile” brand names. We believe our long-standing history in the Chilean market is recognized by our customers and the general public, who associate our brands with value, quality, reliability and social responsibility within the Chilean financial industry, as demonstrated in various polls conducted by well-known market research companies. We believe that our long history in the Chilean banking industry is a key element that differentiates us from our competitors.

 

Additionally, we believe that our merger with Citibank Chile reinforced our corporate image as a leading financial institution within Chile and allowed us to gain recognition among customers and investors all over the world.

 

We also believe that our strong corporate image is further strengthened by our commitment to social responsibility, which includes supporting the Teleton Foundation (a non-governmental organization dedicated to assisting and treating disabled Chilean children), our partnership with institutions dedicated to improving the quality of Chilean education, our participation in campaigns intended to improve the quality of life of needy people, our commitment to supporting and sponsoring diverse monetary and non-monetary campaigns for recovery efforts from natural disasters in Chile, including wildfires, earthquakes, floods and tsunamis, and the development of other initiatives intended to strengthen our role in, and contribution to, Chilean society. Furthermore, over the last years we have devoted efforts to improve our commitment to the environment by carrying out numerous initiatives.

 

In 2020, we received diverse distinctions due to our strong brand recognition within the banking industry. Among these awards, we ranked first among local banking brands in “Most Valuable Brand in Chile”, according to a study conducted by BrandZ, and “Marca Ciudadana 2020”, a poll conducted by CADEM.

 

Business Scale and Leading Market Position

 

We are one of the largest financial institutions in Chile and a market leader in a broad range of financial products and services within the Chilean financial system, as listed in the following table:

 

   As of December 31, 2020 
   Market
Share
   Market
Position
 
Total Balances of Demand Deposits and Current Account (1)          20.8%  1st
Current Accounts Balances held by Individuals   27.1%   1st
Mutual Funds (Assets Under Management)   24.2%   1st
Net Fees and Commissions Income   22.5%   1st
Net Income of Securities Brokerage Subsidiary (2)   27.0%   1st

 

 

Source: Chilean Association of Mutual Funds and the Financial Market Commission (“CMF”).

(1)Excluding operations of subsidiaries abroad and net of clearings among private banks.

(2)Including the whole market and not only subsidiaries of local banks.

 

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We have traditionally had a strong presence in the wholesale segment by maintaining long-term relationships with major local and multinational companies that operate in Chile. We have been able to maintain this leading position by continuously improving our products and services and supplementing them with comprehensive and tailored service models that allow us to successfully serve our customers’ needs. We have also added value to our service offerings by including treasury products for hedging purposes, together with investment banking, insurance brokerage and other specialized financial services provided by our subsidiaries.

 

In addition, in recent years we have focused on further penetrating the retail banking market through diverse value offerings intended to cover our target demographics and enterprises. Therefore, in recent years we have prioritized the expansion of our residential mortgage portfolio and our presence in transactional services such as credit cards, current accounts and demand accounts, as we believe they are effective means to build long-term relationships and customer loyalty, while increasing cross-selling opportunities. For this reason, through our Individual and SME Banking Area, we aim to lead the market in services offered to high, medium and low income individuals for whom we have developed an attractive and complete portfolio of financial services, including a full range of wealth management services through one of our subsidiaries. We supplement these value offerings with specific proposals for SMEs, which in recent years has coupled with value offerings satisfying small scale entrepreneurs’ financial needs and individual customers in outlying districts seeking deposit and transactional solutions. This broad variety of services has also enabled us to lead the Chilean market in terms of income from fees and commissions.

 

We believe our financial strength, prestige and brand recognition among Chilean customers have allowed us to become the market leader in terms of current account balances within the Chilean financial system, especially among individuals, who have demonstrated their preference for our services. Our position was further consolidated in the financial downturn that started in 2008 and the local social unrest in late 2019, when we benefited from a “flight-to-quality” effect as investors and depositors were seeking a reliable institution to keep their funds.

 

Broad and Diversified Customer Base

 

We believe that we have one of the largest customer bases among financial institutions in Chile. In recent years, we have been able to expand our customer base by providing attractive and tailored value offerings based on continuously improving segmentation and by applying sophisticated business intelligence tools. As of December 31, 2020, we had approximately 1,325,000 core clients, which had at least a current account or a loan outstanding with us. However, in regards to main banking products, we serve a broader customer base composed of 1,092,000 borrowers, approximately 1,000,000 current accounts holders, approximately 143,900 time deposit holders, approximately 113,000 saving account holders and approximately 1,237,000 credit card account holders.

 

We believe that our broad customer base is both an essential driver of our business and a valuable asset that enables us to cross-sell our traditional lending products and services along with non-lending services provided primarily through our subsidiaries, including our securities brokerage, mutual funds management, securitization, financial advisory, insurance brokerage and collection services.

 

Multichannel Distribution Approach

 

In order to better serve our customers, we offer a distribution approach composed of both physical and non-physical channels.

 

We are present in all regions of Chile and strive to be accessible to every Chilean customer through our large branch network as well as non-physical contact channels. As of December 31, 2020, we had a nationwide branch network of 334 branches, the largest in Chile among private sector banks, according to information published by the CMF. This network is composed of 245 branches under our “Banco de Chile” brand name, 41 branches under our “Banco Edwards Citi” brand name and 48 branches under our “Banco CrediChile” brand name. However, these branches are involved in an integration process, which aims to optimize our branch network by consolidating our “Banco CrediChile” branches under the “Banco de Chile” brand name. We believe that our branch network enables us to develop close relationships with our customers and therefore we are constantly assessing new branch locations throughout Chile.

 

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We have also complemented our branch network with non-physical remote channels, such as ATMs, internet-based online platforms and mobile banking applications. As of December 31, 2020, we had 1,766 ATMs throughout Chile and we provided our customers with specialized internet websites for each of the segments we target, coupled with diverse mobile banking applications, including MiBanco, MiBeneficio, MiCuenta, MiPago, MiPass, MiInversion and MiSeguro. During 2020, 80% of the total transactions (monetary and non-monetary) carried out by customers and non-customers in our distribution channels were performed through non-physical remote channels.

 

Competitive Funding Structure

 

We believe that we have a cost effective and highly competitive funding structure based on our leading market position in current accounts and demand deposits, especially among individuals. According to the CMF, as of December 31, 2020, with a 27.1% market share, we ranked first within the Chilean banking industry in current account and demand deposits held by individuals. Similarly, as of that same date and excluding operations of subsidiaries abroad, we were the second bank in Chile in terms of total balances of non-interest bearing current accounts and demand deposits representing 20.8% of the industry (net of clearing), as reported by the CMF. Also, our total balances of current accounts and demand deposits represented 32.9% of our funding structure as of December 31, 2020 (under Chilean GAAP), as compared to the 25.2% reported by the Chilean financial industry as a whole, excluding Banco de Chile. In addition, we have a solid base of funding from retail customers, who held demand deposits and time deposits that jointly represented 42% of our total funding as of December 31, 2020. This characteristic provides us with a stable source of funding that is reflected by a 30-day moving average renewal rate of retail time deposits which reached around 80% as of December 31, 2020.

 

We are constantly striving to diversify our liability structure in terms of sources, types of instruments and markets with the aim of maintaining a competitive cost of funding and improving our liquidity. In this context, in 2020 we were less active than previous years (particularly in the second half of the year) in terms of long-term debt placement in both local and overseas markets. This decrease in debt issuances was a result of lower funding needs due to a moderate loan growth, a strong surge in current accounts and demand deposits and borrowing from the Central Bank associated with the liquidity program implemented to ensure liquidity in the local market while promoting lending during the COVID-19 pandemic, which allowed us to finance commercial loans to SMEs and Middle Market companies while funding needs from individuals. As a result, in 2020 we carried out the debt placements amounting to approximately: (i) U.S.$ 280 million (denominated in UF) within the local market, with maturities ranging from seven to eight years, (ii) U.S.$ 46 million in Australia with a tenor of 15 years, and (iii) U.S.$ 781 million in commercial paper Trade Finance transactions (outstanding balance of approximately U.S.$ 141 million as of December 31, 2020).

 

In summary, our funding structure provides us with a cost advantage over many of our competitors (which use a higher proportion of interest bearing liabilities), as current accounts and demand deposits are non-interest bearing in Chile. Our solid market position in demand deposits, together with our high international credit ratings, translated into one of the lowest costs of funding from liabilities associated with interest bearing deposits and long-term debt, among the five largest banks in Chile.

 

Superior Asset Quality

 

We are one of the Chilean financial institutions with the highest credit quality and the healthiest loan portfolio in Chile. We believe this asset quality is the result of our well known prudent risk management approach and accurate credit risk models that are continuously being updated and have enabled us to maintain relatively low levels of past due loans (loans 90 days or more past due) and high coverage indicators over the last few years. According to the CMF, and under our internal reporting policies, as of December 31, 2020, we had a delinquency ratio (loans 90 days or more past due as a percentage of total loans) of 0.97% which was well below the industry average delinquency ratio of 1.70% posted by the Chilean banking industry (excluding Banco de Chile) as of the same date. Additionally, according to data published by the CMF, as of December 31, 2020, we had a coverage ratio (allowances for loan losses over loans 90 days or more past due) of 249.5%, which was well above the industry average coverage ratio of 163.2% as of the same date (excluding Banco de Chile).

 

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Over the last years, the utilization of business intelligence tools has also contributed to an improvement in our credit risk management. In this regard, during 2018 we successfully re-launched our pre-approved loan program through which we target a select group of retail customers to help them meet their borrowing needs depending on their life cycle stage and credit profile. During 2019, we successfully added SMEs to the pre-approved loan program, which enabled us to maintain solid growth rates in this segment with contained credit risk. In 2020, we also adjusted and implemented new admission protocols for the credit granting process considering an economic landscape of higher uncertainty, increased unemployment and lower disposable income of our customers. In addition, we continued to implement “Pricing Empresas,” our pricing model for companies.

 

International Coverage

 

In 2008, we enhanced our value offerings by entering into a strategic partnership with Citigroup Inc., as a result of our merger with Citibank Chile, effective on January 1, 2008. As result of the merger and integration process, we entered into various agreements with Citigroup Inc. to establish a framework for our relationship with Citigroup Inc., including the services to be rendered by each party and the use of trademarks in Chile. For more information, see “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.

 

This strategic alliance, backed by a Global Connectivity Agreement with Citigroup Inc., has allowed us to broaden our service offerings by adding a comprehensive portfolio of international financial services that previously we could only partially provide. Based on this relationship, we are able to provide our local customers with world-class financial services and participate with them in their international ventures. Furthermore, we provide a reliable business platform for Citibank’s customers who aim to operate in Chile.

 

Our Business Strategy

 

Mission

 

‘We are a leading and globally-connected corporation with a prestigious business tradition. We provide excellent financial services to all of our customer segments by offering creative and effective solutions while at the same time ensuring that we add value for our shareholders, employees and community as a whole.’

 

To accomplish this mission, we believe it is essential to attain industry leadership in all businesses and financial areas in which we operate, namely, profitability, efficiency, business scale, customer base, human resources development and corporate social responsibility.

 

Vision

 

‘We aspire to be, in all things we do, the best bank for our customers, the best place to work and the best investment for our shareholders. In order to accomplish this vision, we are committed to the development of our employees and the community as a whole.’

 

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Our mission and vision commit us to all of the diverse stakeholders related to our business, including customers, employees, investors and the community. Thus, our vision is shared and internalized by all areas across the corporation, senior management and the board of directors while also constituting the basis for our strategic objectives. This vision requires initiatives to achieve comprehensive excellence in management, with customer satisfaction as our major goal. For this reason, we apply high industry standards in information technology, business models and service quality, all of which are summarized by the value creation cycle below:

 

 

 

Corporate Values

 

Our way of thinking is reflected by a set of values that are shared by our employees and shareholders, which are aimed at providing our customers with world-class financial solutions and quality standards.

 

Integrity

 

Commitment

 

Respect

 

Loyalty

 

Prudence

 

Responsibility

 

Justice

 

Purpose

 

‘We are a company that contributes to the economic development of the country by generating favorable conditions for the development of individuals and enterprises, providing them with financial solutions that fit their needs at every stage of their lifetime.’

 

In order to accomplish this, we have made commitments to all of our stakeholders, since we are convinced that we will achieve excellence in all of our businesses and projects as long as we are able to satisfy stakeholders in their interactions with us.

 

Commitments

 

We aim to satisfy the expectations of the following stakeholders by:

 

Our Customers

 

Offering innovative and top-quality banking products and financial services.

 

Providing customers with excellent service based on customized relationships and a proactive attitude.

 

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Ensuring the availability and stability of physical and non-physical service channels.

 

Maintaining trusted relationships in order to be our customers’ main bank.

 

Our Employees

 

Providing employees with career opportunities based on merit.

 

Promoting a respectful and friendly work environment.

 

Offering competitive compensation and economic benefits.

 

Supplying adequate technological tools and infrastructure.

 

Our Community

 

Improving quality of life and managing adversity.

 

Strengthening the quality of education in Chile.

 

Promoting entrepreneurship.

 

Protecting the environment.

 

Building strong relationships with suppliers.

 

Our Shareholders

 

Leading the industry in net income generation and profitability.

 

Maintaining a strong market position in terms of business volume.

 

Fostering operating efficiency and productivity.

 

Developing a prudent approach to risk management.

 

Strategic Priorities

 

Our long-term strategy is intended to maintain profitable growth by placing the customer at the center of all of our decisions and continuously improving efficiency and productivity in all of our processes and procedures while maintaining a strong commitment to the country. These are our strategic priorities and we aspire to attain them through collaboration and teamwork.

 

 

 

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Customer Centric Decision Making

 

We aim to support our customers and meet their needs throughout their lives. In order to achieve this goal we strive to promote customer proximity and reliability, while providing our customers with the best service quality within the local market.

 

In our retail banking segment, our aim is to lead the market by providing differentiated and comprehensive value offerings based on a deep and continuously improving segmentation that permits us to engage in profitable and high-growth potential business opportunities. Thus, we expect to expand our business and customer base by developing tailored service models, optimizing our branch network, enhancing our presence in the small and medium-size company market and reinforcing certain lending products that should enable us to consolidate long-term relationships with the upper and middle-income individual customers, particularly through payment channel usage (such as credit cards), digital banking, installment loans and residential mortgage loans. Similarly, we aspire to target lower-income individuals and microbusinesses by promoting payroll-deduction lending and attracting customers previously unattached to any bank through a basic array of services.

 

We firmly believe that there is room to grow in retail banking. Although Chile’s per capita GDP has increased fourfold over the last 30 years, banking penetration is still below that in developed countries, particularly in relation to residential mortgage and consumer loans. In fact, as of December 31, 2020, the loan book of the Chilean banking industry (excluding operations of subsidiaries abroad) represented 93% of Chilean GDP. As of the same date, mortgage and consumer loans represented 29% and 11%, respectively. On the other hand, according to the CMF, as of December 31, 2020, we had market shares of 16.3% and 17.3% in residential mortgage loans and consumer loans, respectively, both behind the market leader by 5.23% and 4.30% in each case. Given the fierce competition in the Chilean banking industry, in order to take advantage of these opportunities, we are continuously developing innovative products and services to diversify our revenue sources. Accordingly, we have strived to build comprehensive value offerings for our retail segment in order to continue enhancing our fee-based income by promoting digitalization of products and services provided to these customers while improving benefits related to our customer loyalty programs.

 

Similarly, in our wholesale banking segment (which targets companies with annual sales over Ch$2,000 million), we aim to maintain a market-leading position in loans while growing profitably in a market that is characterized by low margins and fierce competition. We intend to accomplish these goals by increasing our cross-selling of non-lending products and services. For this reason, we are focused on improving our cash management services, enhancing our internet-based services, increasing the penetration of products designed by our treasury and money market operations segment, strengthening our presence in certain lending products such as leasing and factoring and promoting international businesses by taking advantage of the Global Connectivity Agreement we maintain with Citigroup and the specialized array of financial services offered by our subsidiaries, such as securities brokerage, mutual funds management and financial advisory in order to meet the needs of certain niches within this business segment. The success of our wholesale banking segment is critical to our ability to maintain sustainable growth in revenues, particularly in fee-based income. Thus, cross-selling is one of our main priorities in this segment.

 

In our treasury and money market operations segment, we intend to take advantage of our specialized knowledge in order to increase the penetration of widely-used products in our current customer base while offering innovative products to potential clients. Also, we continuously seek newer and more convenient funding choices, locally and internationally, in order to support our long term business strategy by promoting an adequate diversification of our funding structure.

 

Main Achievements in 2020

 

(1)Leading Position in Demand Deposits

 

Our funding structure is one of our most important competitive advantages. In 2020, we continued to lead the industry among private banks in current accounts and demand deposit accounts by recruiting approximately 76,000 new current account holders. This recruitment led to a 3.4% customer base growth. Further, we achieved solid growth in the premium account holders base, which are accounts that have the highest average balance per current account in the local banking industry. We also benefited from a flight-to-quality effect during the year, amid the uncertainty produced by the COVID-19 pandemic among our customers, which is supported by our superior credit rating and reputation, based on a strong soundness image.

 

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Accordingly, we reached Ch$15,167 million in year–end demand deposit account balances in 2020, which denoted a significant increase of 33.9% as compared to 2019. As of December 31, 2020, we held a market share of 20.8% in total demand deposit account balances within the industry, excluding the operations of subsidiaries abroad, which places us as the second largest bank in Chile. More importantly, we held a market share of 27.1% in personal banking based on account balances, ranking first in the industry.

 

(2)Launching of FAN Account

 

Over the last years, digital transformation has been steadily increasing its importance within the Chilean banking industry, a trend that was undoubtedly accelerated during 2020 because of the health and social contingencies derived from the COVID-19 pandemic. In order to be aligned with our customers’ needs in these challenging times, we have made several cultural changes within our organization, which includes the introduction of new financial products, services and technologies. By doing so, we expect to achieve sustainable growth in the coming years and to improve both our processes’ efficiency and the consumer experience with the Bank.

 

In this context, in the second half of 2020, we launched the FAN account, our full digital debit account for all individuals. This account may be digitally opened by the individual without having to visit one of our branches, with no paperwork but still subject to our strict account approval processes. Additionally, the FAN account permits holders to perform local and international purchases with no entrance or maintenance fees, which pursues to promote financial inclusion. Also, the FAN account holders have access to all discounts, benefits and platforms offered by the Bank to its customers. Based on these advantages, we have been able to attract new customers through FAN account. As of December 31, 2020, a few months after its launch, the FAN account had more than 150,000 users, strengthening our leadership in Demand Deposit Accounts (“DDAs”) among our peers. More importantly, 87% of these new clients are 50 years old or younger, which is aligned with our strategy of expanding our brand and reaching the younger segment.

 

(3)Advances in Digital Banking

 

In 2020, we have increased the use and development of new digital and remote channels in order to offer our customers tailored and timely services in order to meet their needs and also to preserve a long-term relationship with them.

 

Thus, during 2020 we continued to enhance our digital and mobile banking services, offering a set of mobile applications: MiBanco, MiCuenta, MiPago, MiPass, MiSeguro, MiInversion and MiBeneficio. Particularly, we made upgrades in MiBanco and MiPago, most of them related to enhanced security protocols and updated graphics, in order to offer an optimized and unified view between our digital channels. We also updated our main internet platform by bringing more functionalities, integrating analytics tools and making our website’s interface more intuitive to allow clients to more easily navigate it. These improvements, coupled with the current social context, where we had to temporarily close some of our branches due to longstanding lockdowns and restrictions in social interaction imposed by local authorities to combat the spread of COVID-19, led to an increase in the use of our digital banking services. As a result, during 2020 our customers conducted 61.5 million monetary transactions using our mobile banking applications and 56.5 million transactions using our online website, reflecting 26% and 14% annual increases when compared to 2019, respectively.

 

In 2020, we also provided 100% digital solutions in the context of our Customer Support Plan. Nearly 320,000 consumer and mortgage loan debtors were benefited by rescheduling installments of loans, an initiative that was implemented entirely through our website and digital channels. Similarly, we granted government-guaranteed COVID-19 loans to SMEs and Middle Market units using the same channels. We believe that carrying out these critical initiatives in tough times for our customers strengthened our leadership in digital banking by providing updated and secured online platforms.

 

Additionally, in 2020 we continued to migrate our SMEs, large companies and corporate customer base to Banconexion 2.0, our new website for companies that aims to improve the customer experience by providing the highest cybersecurity standards within the banking industry. We expect to fully migrate our customer base to Banconexion 2.0 by the end of 2021.

 

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As a result of these efforts, we were recognized as the Innovative Digital Bank of the Year in Chile by The European magazine.

 

(4)Improvements in Service Quality

 

We are convinced that in a highly competitive industry such as the Chilean banking system, a customer-centric focus is critical to generating loyalty and creating long-term profitable relationships. We believe that our high service quality is a competitive strength that differentiates us from competitors and supports our long term strategy by responding to the preferences of our current and potential customers. Accordingly, we strive to continuously improve our relationships with customers by developing commercial strategies and value offerings aligned with their needs, as well as improving our response time and customer satisfaction indicators. Consistent with this view, during 2020 we continued to improve customer satisfaction by enhancing our commitment to service quality, improving existing and developing new online channels, such as our internet-based platforms and mobile applications, while promoting organizational changes intended to provide our customers with a more comprehensive approach.

 

These actions, coupled with an organizational culture oriented to customer satisfaction, allowed us to be the best bank among our peers in terms of service quality perception, by receiving 37% of positive mentions as compared to the 30% received by the second place bank, according to a study conducted by GFK Adimark.

 

During 2020, we emphasized our efforts to implement a complete digital package, by providing our customers efficient solutions and outstanding customer experience while simultaneously ensuring our business continuity in the context of social distancing measures and new regulations, such as the new financial portability law that facilitates customers to switch between banks. Based on these efforts, our customer attrition rate was only 2.1% in 2020, considerably lower than previous years. Further, our market–leading customer service contributed not only to a 7% decline in customer complaints when compared to 2019, but also to diverse distinctions including the “National Customer Satisfaction Award” provided by ProCalidad for the third year in a row, the “Best Place to Work” by a poll of Chilean college students conducted by MERCO, the “Best Bank in Dealing with COVID-19 crisis” by IPSOS, “Outstanding Crisis Leadership” by Global Finance and the “Most Valuable Banking Brand” in Chile by Brand Finance.

 

Operating Efficiency and Productivity

 

We believe that efficiency and productivity are key competitive strengths that we have to maintain in order to sustain profitable growth. Accordingly, we aim to become a productive and efficiency-oriented organization in all business aspects by developing simple, effective, secure and low-cost processes while maintaining the tightest cost control in the industry. We believe these elements will be increasingly important in our efforts to maintain high profitability ratios in a changing business environment that is under increasing regulatory focus. To accomplish these goals, we have invested in information technology and the development of simpler, more manageable, secure and modern business processes and platforms to attain faster response times and higher productivity. We also continue to enhance our strategic development capabilities, increase our business scale, develop economies of scope by incorporating new financially related products and services, optimize our branch network, enhance our remote transactional channels, improve our credit processes, develop a higher level of automation in our internal processes and consolidate our cost control policy and monitoring procedures.

 

We are continuously developing and optimizing internal processes in order to reduce and manage our expenses. During 2020 we continued to enhance our IT infrastructure in order to increase stability and efficiency for all of our customers. Over the last three years we invested a total of approximately Ch$124,548 million in information technology, mainly related to the acquisition of software and hardware, as well as internal developments to enhance current platforms or building new systems. Particularly, in 2020, we continued to disburse important financial resources in order to reinforce our IT infrastructure in respect of cybersecurity matters, which included the purchase of systems and equipment. We firmly believe that investment in IT and cybersecurity tools are the best way to improve our operating efficiency and enhance security standards while properly meeting our customers’ needs, which are increasingly linked to digital channels. For more information see “Item 4. Information on the Company–Capital Expenditures.”

 

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In terms of cost control, during 2020 our cost base posted a 2.7% annual decrease when compared to 2019, mainly as a result of: (i) a comparison base effect due to higher expenses in 2019 related to organizational restructuring and special bonuses granted to the Bank’s staff for their customer commitment during the social turmoil in October 2019, (ii) non-recurring fixed-asset maintenance expenses during 2019 explained by infrastructure damage due to the social protests in Chile, (iii) the internalization of core developments in order to improve efficiency, which translated in lower outsourced services and external advisory, (iv) decreased personnel expenses associated with the effects of the COVID-19 pandemic, which caused decreased variable compensation and other benefits, and (v) cost effective marketing campaigns deployed during the year in line with our efficiency initiatives. As a result, our cost base is aligned with our strict cost control policy that has been deployed across our corporate structure. With respect to operating efficiency, our cost-to-income ratio slightly increased from 45.0% in 2019 to 45.4% in 2020, explained by lower operating revenues. For more information, see “Item 5. Operating and Financial Review and Prospects–Results of Operations for the Years Ended December 31, 2018, 2019 and 2020–Operating Expenses.”

 

Main Achievements in 2020

 

(1)Business & Risk Intelligence

 

Over the last years we have focused on developing diverse business intelligence tools in order to better serve current customers while attracting new potential clients. During 2020, we continued to develop this strategic pillar by deploying new and enhancing existing analytic tools, which have permitted us to optimize and make our commercial processes and campaigns more efficient while providing our customers with tailored and timely value service and product offerings.

 

Throughout 2020, we continued to enhance our CRM system and sales platform, as well as the Pricing 360° model, which aims to improve our pricing management according to our customers’ risk profiles. In our branches, we continued upgrading our service model by implementing self-service platforms, optimizing the process to offer timely service and re-adapting our branch network in compliance with the sanitary restrictions imposed by the Chilean health authority. Following these actions, we began to see the positive impact of the new E360° platform, a commercial tool that allows our account officers to effectively standardize all commercial processes, efficiently manage marketing campaigns and tracking their promises made to clients.

 

In 2020, the implementation of financial portability regulations posed as a great challenge to the Bank. In order to increase customer retention and to remain competitive in an industry that is being progressively disrupted by new technologies, we designed an internal model and a new platform that will allow us to implement differentiated strategies depending on consumer segmentation.

 

(2) Branch Network Optimization

 

We firmly believe that remote channels are the future of banking, particularly amid new regulatory requirements, intensified competition, the entry of new banking players and higher reputational exposure, all of which translates into higher costs. Similarly, customers are increasingly demanding new and innovative distribution channels and visiting branches less, given lack of time, but mostly due to the massive use of internet and the fast adoption of smartphones. In 2018, these trends led us to undertake financial and strategic analyses aimed at revising our entire branch network in terms of profitability, location, layout and services offered through these channels. In 2020 we continued to deploy this analysis by considering demographic change, physical coverage, and customers’ profiles, among other topics. In this regard, our dual service model strategy includes the integration of the CrediChile network and nearby offices, which are in new locations where Banco de Chile did not previously have a presence. Through these means, we are able to provide superior and tailored local solutions, as well as reduce operational costs.

 

As a result, we reduced our branch network from 353 locations in 2019 to 334 locations in 2020. Most of this decrease was related to our efficiency and branch optimization program. We expect to continue revising and optimizing our nationwide branch network during 2021.

 

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(3) Enhancement of Cybersecurity Capabilities

 

In 2020, approximately 80% of our customers’ transactions were carried out through our digital platforms (including smartphones and website). This imposes new challenges related to cybersecurity. As part of the efforts to improve our cybersecurity risk management, we created the Cybersecurity Division in June 2018, which replaces our former Technological Security Area. The new division is the first line of defense and is in charge of mitigating and managing cybersecurity threats. The new division’s mission is to build the new Banco de Chile Cybersecurity Center, which is expected to enable the division to undertake actions and develop projects that were formerly outsourced. The division is composed of two areas, the Cybersecurity Engineering Area and the Cyber defense Area, in addition to diverse units that are focused on managing projects aimed at improving our cybersecurity protocols and procedures.

 

Safeguarding our customers’ information will continue being a considerable challenge for the years to come, especially given the fluctuating background that involves cybersecurity and the acceleration of our digital transformation process due to the COVID-19 pandemic. In order to meet our clients’ needs, during 2020 we reinforced the structure of our Cybersecurity Division by creating three subdivisions: (i) the Cybersecurity Operations unit, (ii) the Intelligence and Response unit, and (iii) the Detection and Containment unit. The purposes of these units include the monitoring, detection, response and containment of cyber threats that could affect our processes, services and critical products. Additionally, we formed the Cyber Risk unit, tasked to strengthen the comprehensive management of cybersecurity risks. We also integrated the Technological Risk Area into the Cybersecurity Division, formerly part of the Global Risk Control Division.

 

Moreover, in 2020 we took other actions, such as the reinforcement of the telecommuting model that allowed our entire organization to work from home securely by following the cybersecurity protocols and standards defined by the Bank, including the incorporation of authentication processes mentioned previously. Also, we continued to implement new technological platforms while updating cybersecurity processes and protocols. Also, we maintain an active talent attraction strategy in order to promote a cybersecurity culture across the company and spread knowledge and developing competences that all of our employees should have with respect to cybersecurity. Through our digital channels, the division also conducted diverse awareness campaigns and e-learning security standards for managing sensitive information and training activities in order to prevent information leakage. The division also enhanced the authentication process, while reducing internal incident response times.

 

During 2020, the Bank did not receive any complaints related to cybersecurity breaches.

 

(4)Operational Continuity Plan

 

During 2020, we re-adapted our main employee-related strategies in order to deal better with the impacts of COVID-19 on our daily operations. First, we implemented the Operational Continuity Plan, which aims to ensure the stability of our services and to provide a safe environment to both our customers and employees. We began by creating a prevention plan for the higher risk employees that required them to work from home due to the pandemic, a plan that was eventually replicated for our entire staff. To address this transition, we focused on the safety of our employees, the emotional support that we had to carry out, when necessary, and the maintenance of a close relationship between the Bank and its employees despite the physical distance. In line with this, we constantly encouraged our clients to utilize remote channels to reduce the number of people in our branches.

 

However, we are aware that this plan implicates new risks in terms of cybersecurity, and therefore have in parallel been reinforcing our platforms and other cybersecurity measures in order to ensure the highest standard in our operations. For instance, we implemented a set of remote trainings that clarified the Bank’s cybersecurity protocols, practices as well as pandemic-related initiatives, such as the explanation of signs placed in offices and branches in regards to sanitary measures.

 

Commitment to Chile

 

Banco de Chile is devoted to the progress of its customers by means of providing them with a wide array of services while supporting their funding needs. As an extension of this view, Banco de Chile is committed to the development of Chile and its individuals and companies by providing innovative tools that contribute to improve their quality of life. In this regard, we firmly believe that modern companies need to create effective mechanisms to build positive connections with all of their stakeholders and the society in which they carry out their business activities. This has become increasingly important in the midst of societal changes in Chile and worldwide.

 

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This view is shared by the Bank and its employees, who support the development of Chile through diverse methods such as promoting social progress, contributing to environmental protection, decreasing extreme poverty, providing high-quality education to needy people, assisting disabled young people, fostering cultural development and embracing campaigns intended to overcome the effects of specific adverse events such as natural disasters.

 

Main Achievements in 2020

 

(1)COVID-19 Support Plan

 

2020 was certainly a challenging year. Due to the longstanding quarantines and the social distancing imposed by health authorities because of COVID-19, both individuals and companies were significantly affected by a difficult social and economic scenario that stressed their financial condition. In this environment, we implemented the National Support Plan, a nationwide initiative that included a set of measures in order to relieve debt pressures for our clients by rescheduling their loan installments while providing interest-free financing in nominal terms. These initiatives may be summarized as: (i) the rescheduling of up to six installments of consumer and residential mortgage loans for individuals while reprogramming their credit card debt, which is to be paid after their last payment date, and (ii) the special government support program, FOGAPE, for companies that granted government-guaranteed working capital loans, particularly focused on SMEs clients.

 

The National Support Program also included a set of social measures to support the Chilean community, such as: (i) the acquisition of personal and healthcare items from local SMEs and microbusinesses that were distributed to eleven low-income nursing homes placed throughout Chile, (ii) the donation of 9,000 food boxes benefiting disabled, vulnerable and elderly people, (iii) the delivery of medicine kits to 42,000 houses in Santiago, (iv) a 100% digital fair in support of our community that congregated more than 200 SMEs and entrepreneurs that offered their services through this initiative, (v) sanitary protection to 250 “Cajas Chile” locations, which included face masks and disinfectants in order to create a safe environment for customers when they have face-to-face interactions, and (vi) the donation of 20 medical equipment packages to the Regional Health Service in La Araucanía Region. Lastly, we were part of “Vamos Chilenos,” a nationwide solidarity campaign launched by Fundación Teletón in September 2020, with a main purpose to support vulnerable people that were affected by the pandemic.

 

(2)Entrepreneurship Support and Financial Literacy

 

During 2020, in the normal course of business, we continued to support diverse social endeavors by collaborating with “Desafío Levantemos Chile”, which is a non-profit organization that aims to promote entrepreneurship throughout Chile and especially within lower income segments. Based on this partnership, we assist people and microbusiness affected by natural disasters occurred in Chile by donating both monetary and non-monetary resources to help re-establish entrepreneurs’ and families’ working capacity.

 

Due to the COVID-19 pandemic, the final stages of the fourth “Entrepreneur Challenge Contest,” which was a joint venture between Banco de Chile and “Desafío Levantemos Chile”, were carried out remotely for nearly 57,000 entrepreneurs, which was a record figure. Furthermore, in August 2020 we launched the fifth “Entrepreneur Challenge Contest”. This nationwide contest aims to promote those initiatives that incorporate social factors as drivers of entrepreneurship rather than only maximizing earnings. Accordingly, we convened micro entrepreneurs who incorporate a social and sustainable vision as part of their business activities through creativity and innovation. In 2020, more than 56,000 entrepreneurs participated in the contest, of which the six most innovative business concepts were rewarded in December 2020.

 

Also, with the aim of improving the quality of life of people and supporting micro entrepreneurs in their ventures, we held several workshops on Financial Literacy across the country, gathering over 4,600 participants during 2020. Further, in alliance with “Fundación País Digital,” we facilitated a free online platform (“Digital Finance Literacy”) for school teachers and students that congregated more than 3,400 users and 38 educational establishments as of December 31, 2020. The main objective of this program is to motivate people to change their consumption behavior, when necessary. Thus, we provide them with specific information and knowledge intended to improve their economic situation by promoting savings and avoiding over-borrowing.

 

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(3)Disability Inclusion

 

Our commitment to disabled people is permanent. During 2020 we worked once again alongside Teleton for its annual fund-raising campaign by putting our nationwide distribution network, which includes internet-based platforms and mobile applications for smartphones, in addition to other technological resources, at Teleton’s disposal. Unlike previous years, in 2020 we did not have physical locations in branches to receive donations due to the COVID-19 pandemic, which translated into a 100% digital fund-raising. We have been supporting the Teleton Foundation since its establishment 42 years ago, supporting disabled athletes and artists, and we continued to make important monetary donations to the Foundation.

 

During 2020 we continued to promote our Inclusion Policy across the corporation. This policy is intended to improve our knowledge of physical disability and develop higher sensitivity with respect to the treatment of disabled people. We believe this is the first step to improve the service we render to customers who experience this reality while providing our disabled employees with supportive workplace conditions and benefits. Under this approach, we continued to improve many branches for our disabled customers in order to make them fully accessible, while also setting up 464 self–service accessible devices with inclusive access and our entire ATM network in compliance with the Americans with Disabilities Act.

 

Additionally, we held the third season of Expo Inclusión, an inclusive recruitment fair through which we aim to strengthen our commitment to the disabled community, that was attended 100% digital via streaming this year. As a result, in 2020 over 1.4% of our staff had been identified as disabled, which is above the minimum required by the Chilean law. Moreover, we have continued to advance our plan of special benefits for our current disabled employees while implementing inclusive recruitment processes.

 

Unfortunately, due to the pandemic, we postponed the 28th annual wheelchair Banco de Chile Cup, which usually congregates more than 50 wheelchair tennis players from Argentina, Perú, Brazil and Chile, among other countries. However, we managed to implement other initiatives that benefited disabled people in a wide range of activities, such as: (i) our collaboration and sponsorship to recognized disabled athletes that represent Chile in various tournaments across the globe, (ii) the distribution of nearly 200 tablets to disabled students in Chile by means of the joint venture of our Insurance Brokerage subsidiary and Fundación Coanil, and (iii) a free online medical consultation for nearly 8,000 disabled people through a collaboration with “Red de Salud UC Christus”.

 

(4)Corporate Volunteer Program

 

We continued to promote the participation of our staff in assisting people and organizations during emergencies through our Corporate Volunteer Program. Together with Desafío Levantemos Chile, we provide assistance to people and non-governmental organizations in the event of an emergency or natural disaster in our country by arranging fundraising campaigns, donating both monetary and non-monetary resources to help re-establish entrepreneurs’ and families’ working capacity or establishing working plans to aid affected areas. Our volunteers received basic training in various first aid techniques, were instructed in rescue procedures, protection and guidance for citizens, mitigation of losses in the emergency and providing support in reconstruction activities. However, because of the COVID-19 pandemic, we restricted the on-site aid of our collaborators and streamlined our sponsorship initiatives.

 

In 2020, our corporate volunteer team participated in a national campaign aimed at protecting and supporting homeless people during the coldest nights of the winter by providing them roughly 3,500 first-aid kits, which included jackets, gloves and winter caps. Also, our collaborators promoted “Navidad con Sentido,” a Christmas initiative that benefited over 6,800 disabled people, elderly adults and migrants. Lastly, in 2020 we participated for the second time in the Breast Cancer Awareness Campaign, in order to promote the awareness of this disease around the world, which translated into numerous activities that we carried out in October 2020 focused on our customers and collaborators.

 

Overall, during 2020 our corporate volunteer team participated in a wide range of volunteer services that aided more than 439,000 beneficiaries.

 

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(5)Environmental Sustainability

 

Environmental sustainability has become a crucial goal for us. Since 2015 we have deployed various programs and initiatives to mitigate the impact of our daily operations on the environment, including efficiently using energy, paper and water, reducing our Greenhouse Gasses (“GHG”) footprint, and utilizing sustainable transportation of our employees.

 

To advance these efforts, we launched the Carpooling program in the fourth quarter of 2019. Through a collaborative mobile application used by our staff, this program used carpooling to mitigate the impact of our employees’ daily commute on the environment. The Carpooling program helps to reduce both fuel consumption and GHG emissions. In 2020, however, due to the COVID-19 pandemic we suspended this initiative.

 

During 2020, we accomplished several goals planned for this year. In terms of total energy consumption, nearly 60% comes from air conditioning and heating equipment, 25% derives from lighting and computer equipment, while the remaining 15% is mainly due to office supplies. In order to improve our environmental sustainability in each category, in 2020 we managed to reduce our energy consumption by 12% (kWh/m2) when compared to 2019 (with sanitary restrictions playing a major role in this reduction).We also replaced 25% of our branches’ fluorescent lamps with LCD-based lights. Further, we cut our GHG footprint by 20,139 tCO2e, by approximately 28% on an annual basis, which was influenced by increased remote working due to the pandemic.

 

Additionally, we reduced our paper consumption by approximately 205 tons, which represents a 42% decrease from 2019. In this context, in 2020 we began the renewal of our multi-function printer network, where we expect to decrease the amount we print by approximately 50%, which should allow us to further reduce paper consumption within our organization in the coming years.

 

As a result of these initiatives, we were included in the Dow Jones Sustainability Indices due to our efforts and improvements made in social and environmental sustainability and corporate governance.

 

Teamwork

 

One of the main goals of any corporation is to align employees’ perspectives with the company’s culture. In Banco de Chile, every worker has a crucial role in allowing us to achieve our strategic goals. In exchange for that, we believe all of our staff receives fair compensation and have access to benefits and policies that enable them to expand their professional capabilities in a work environment is committed to remain free of accidents, professional illnesses, work harassment, mobbing and discrimination.

 

In order to consolidate profitable growth, achieve high standards of service quality, attain operating efficiency and maintain a commitment to the country over the long run, we must have a motivated and highly qualified workforce committed to our corporate values. Accordingly, we strive to develop a distinctive culture among our employees by promoting: (i) a clear focus on the customer, (ii) confidence and responsibility, (iii) leadership and empowerment, (iv) collaboration and teamwork and (v) innovation and continuous improvement.

 

Main Achievements in 2020

 

(1) Talent Attraction

 

We firmly believe that talent attraction is crucial in order to achieve our medium-term goals. Consequently, we have devoted efforts over the last years in order to improve our participation in university fairs while strengthening our presence on social networks and reinforcing IT tools in order to expand our reach to prospective candidates. In 2020, we ranked first in the general ranking of “Merco Talento Chile 2020,” which awarded us as the best organization in the country in terms of talent attraction and retention. As of December 2020, our digital platform for talent attraction (www.quieroserdelchile.cl) gained more than 166,000 users.

 

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(2) Other initiatives

 

We also seek to remain one of the most respected employers in Chile. We continue to strengthen our connection to our employees in order to align corporate values and goals with their career development and personal goals. In this regard, we have continued to focus on developing leadership capabilities and overall technical skills through approximately 913 training activities (760 of which were implemented through digital channels) that were attended by approximately 136,300 attendees. We believe these initiatives are aligned with our strategy and the professional development that our team aspires to achieve.

 

Ownership Structure

 

The following diagram shows our share ownership structure as of April 23, 2021:

 

 

 

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Principal Business Activities

 

We are a full-service financial institution that provides, directly and indirectly through our subsidiaries and affiliates, a wide variety of lending and non-lending products and services to all segments of the Chilean financial market. Accordingly, for management purposes we organize our operations in the following four business segments:

 

 

The information related to our business segments presented in this section has been prepared in accordance with our internal reporting policies. See “Item 5. Operating and Financial Review and Prospects—Operating Results—Results of Operations for the Years Ended December 31, 2018, 2019 and 2020—Business Segments” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Results of Operations for the Years Ended December 31, 2018, 2019 and 2020—Summary of Differences between Internal Reporting Policies and IFRS” for a description of the most significant differences between our internal reporting policies and IFRS.

 

The following table sets forth information on the composition of our loan portfolio and our consolidated income before income tax in accordance with our internal reporting policies for the year ended December 31, 2020, allocated among our principal business segments:

 

   For the Year Ended December 31, 2020 
   Total Loans   % Participation
in Total Loans
  

Income before
Income Tax
(1)

 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$, except percentages) 
Retail market   Ch$19,845,104    64.1%  Ch$271,384 
Wholesale market    11,063,716    35.8    187,318 
Treasury and money market operations            64,936 
Operations through subsidiaries    28,148    0.1    65,434 
Other (adjustments and eliminations)             
Total   Ch$

30,936,968

    100.0%  Ch$

589,072

 

 

 

(1)This net income breakdown is used for internal reporting and planning purposes and it is based on, among other things, our estimated funding cost and direct and indirect cost allocations. This breakdown may differ in some extents from breakdowns of our operating income for financial reporting and regulatory purposes. Separate information on the operations, assets and income of our financial services subsidiaries and affiliates is provided below under “—Operations through Subsidiaries.”

 

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The following table sets forth our consolidated operating revenues in accordance with our internal reporting policies, allocated among our principal business segments, for the years indicated:

 

   For the Year Ended December 31, 
   2018   2019   2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$) 
Retail market  Ch$ 1,203,682   Ch$1,325,916   Ch$ 1,231,554 
Wholesale market    464,045    478,283    482,191 
Treasury and money market operations    50,495    25,659    68,547 
Operations through subsidiaries    170,051    199,611    177,931 
Other (adjustments and eliminations)    (14,990)   (14,949)   (21,480)
Total Operating Revenues   Ch$

1,873,283

   Ch$

2,014,520

   Ch$

1,938,743

 

 

The following table sets forth a geographic market breakdown of our operating revenues in accordance with our internal reporting policies, for the years indicated:

 

   For the Year Ended December 31, 
   2018   2019   2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$) 
Chile   Ch$ 1,888,273   Ch$2,029,469   Ch$ 1,960,223 
Banking operations    1,718,222    1,829,858    1,782,292 
Operations through subsidiaries    170,051    199,611    177,931 
Foreign operations             
Operations through subsidiaries             
Other (adjustments and eliminations)    (14,990)   (14,949)   (21,480)
Total Operating Revenues   Ch$

1,873,283

   Ch$

2,014,520

   Ch$

1,938,743

 

 

Retail Banking Segment

 

Our retail banking segment serves the financial needs of individuals and small and medium sized companies through our branch network. As of December 30, 2020, our retail banking segment managed 286 branches operating under our “Banco de Chile” and “Banco Edwards-Citi” brand names and 48 branches within the “Banco CrediChile” network. As of December 31, 2020, loans granted by our retail banking segment amounted to Ch$19,845,104 million and represented 64.1% of our total loans as of the same date.

 

In terms of composition, as set forth in the following table, as of December 31, 2020 our retail segment’s loan portfolio was principally focused on residential mortgage loans, which represented 47.2% of the segment’s loan book. The remaining loans were distributed between commercial loans (32.8%) and consumer (19.9%). 

 

   As of December 31, 2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$, except percentages) 
Commercial loans   Ch$ 6,158,794    32.8%
Residential mortgage loans    9,375,259    47.2 
Consumer loans    3,951,051    19.9 
Total   Ch$

19,845,104

    100.0%

 

We serve the retail market through two different and specialized areas: (i) the Individual and SME Area and (ii) the Consumer Finance Area (or Banco CrediChile).

 

Individual and SME Area

 

The Individual and SME Area is responsible for offering financial services to individuals with monthly incomes over Ch$500,000 (or Ch$6.0 million per year) and to small and medium sized companies with annual sales of up to approximately Ch$2,000 million. This area manages the portion of our branch network operating under the brand names “Banco de Chile” and “Banco Edwards Citi” and had 286 branches as of December 31, 2020.

 

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The strategy followed by the Individual and SME Area is mainly focused on sub segmentation, multi brand positioning, cross sell of lending and non-lending products and service quality based on customized service models for specific customer needs. Also, loyalty programs have been increasingly incorporated into our commercial targets for each sub segment and they have enabled us to increase the use of our credit cards and our fee-based income. In addition, the area’s operations count on the support of specialized call centers, mobile and internet banking services, along with a wide range of management tools that allow us to measure returns, the performance of cross sold products and the effectiveness of marketing campaigns. Similarly, over the last years the area has strengthened value offering for SMEs by promoting a close relationship, while accompanying entrepreneurs in the diverse stages of their life cycle.

 

During 2020, the Individual and SME Area focused on targeted growth opportunities while developing new business solutions and benefits for its clients in order to improve our customers’ experience. Additionally, because of the COVID-19 outbreak, we witnessed an unprecedented scenario where digital banking played a major role, which encouraged us to continue providing enhanced digital solutions in order to meet our customers’ needs, particularly in the context of the COVID-19 pandemic. For instance, in 2020 we provided the possibility to reschedule installments of consumer and residential mortgage loans for individuals while postponing their credit card debt at preferential rates. Similarly, we implemented our FOGAPE loan program focused on our SME segment, based on which we provided government-guaranteed working capital loans of approximately Ch$1,889,000 as of December 31, 2020, a figure that primarily explained the 26.7% annual advance in SMEs’ loan balances. These actions were a part of our National Support Plan, and our customers were allowed to apply for them completely through digital channels.

 

Moreover, as mentioned earlier, during 2020 we launched the FAN account, our new online onboarding bank account, which reinforced our leadership in both digital banking and demand deposit accounts. We believe that this new product will provide us new cross-selling opportunities because it focuses on attracting young customers in the whole range of income. Also, in regards to the new financial portability regulations, we designed new technologies allowing us to implement differentiated strategies depending on customer segmentation, which should allow us to attract new clients and to retain current customers by offering distinctive and tailored solutions. Further, in accordance with regulatory requirements, we created an additional and temporary account to allow our customers to receive their withdrawals from pension funds as approved by the Chilean Congress. Lastly, we continued the implementation of our pricing model for companies, which aims to improve our pricing management according to our customers’ risk profiles.

 

In 2020, the Individual and SME Area also achieved significant increases in lending and saving products. In this regard, throughout the year the segment’s customer base grew by approximately 76,000 new current account holders and attained record sales of new installment and residential mortgage loans granted to its customers.

 

As of December 31, 2020, the Individual and SME Area served approximately 1,059,370 core customers (those holding a current account or a loan outstanding) of which 928,604 were individuals and 130,766 were small and medium sized Chilean companies. This customer base resulted jointly in total loans granted to 848,639 borrowers, which included 133,676 residential mortgage loans debtors, 117,706 commercial loan debtors, 327,883 utilized lines of credit and 260,019 installment loans. As of the same date, the Individual and SME Area held 947,510 current accounts, 108,052 savings accounts and 301,026 time deposits.

 

As of December 31, 2020, loans granted by the Individual and SME Area amounted to Ch$19,263,683 million, which represented 62.3% and 97.1% of our total loans and loans granted by our retail market segment, respectively, as a whole. The following table sets forth a breakdown of the unit’s loan portfolio by lending product in accordance with our internal reporting policies, as of December 31, 2020:

 

   As of December 31, 2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$, except percentages) 
Commercial loans        
Commercial credits   Ch$ 5,703,545    29.6%
Leasing contracts    515,209    2.7 
Other loans    262,594    1.4 
Total Commercial Loans    6,481,348    33.6 
Residential Mortgage Loans    9,282,415    48.2 
Consumer Loans          
Installment loans    2,325,794    12.1 
Credit cards    1,017,685    5.3 
Lines of credit and other loans    156,441    0.8 
Total Consumer Loans    3,499,920    18.2 
Total   Ch$

  19,263,683

    100.0%

 

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We offer a variety of financial services to individuals and small and medium-sized companies, directly through the Individual and SME Area or indirectly through our subsidiaries, such as current accounts, automatic bill payment, debit cards, credit cards, revolving credit lines, residential mortgage loans, consumer loans, commercial loans, mortgage loans for general purposes, leasing agreements, factoring services, mutual funds management and stock brokerage, trade finance, payments and collections, insurance brokerage (which includes life and casualty insurance), savings instruments and foreign currency services.

 

Installment Loans

 

Our consumer installment loans are generally incurred, up to a customer’s approved credit limit, to afford purchases of goods and/or services, such as cars, travels, household furnishings and education, among others. Consumer loans may be denominated in both pesos and UF, bear fixed or variable interest rates and are generally repayable in installments over a period of up to 36 months.

 

As of December 31, 2020, we had Ch$2,325,794 million in installment loans granted by our Individual and SME Area, which accounted for 58.9% of the retail market business segment’s consumer loans. Most of these installment loans are denominated in Chilean pesos and are payable on a monthly basis.

 

Residential Mortgage Loans

 

As of December 31, 2020, we had outstanding residential mortgage loans of Ch$9,375,259 million (under internal reporting policies considering the Bank as a whole), which represented 30.3% of our total loan book as of the same date. According to information published by the CMF, as of December 31, 2020, we were Chile’s third largest private sector bank in terms of year-end mortgage loans balances, accounting for approximately 16.3% of mortgage loans granted by the Chilean banking industry, excluding operations of banks’ subsidiaries operating abroad.

 

Our residential mortgage loans are generally denominated in UF and have maturities ranging from five to 30 years. As of December 31, 2020, the average residual maturity of our residential mortgage loan portfolio was 20.3 years. Originally, we funded our residential mortgage loans through the issuance of mortgage finance bonds, which are recourse obligations only to us with payment terms that are matched to the residential loans. Also, the mortgage finance bonds bear real market interest rates plus a fixed spread over the variable rate of the UF, which permits us to partially reduce our exposure to interest rate fluctuations and inflation. Chilean banking regulations allow us to finance up to 100% of a residential mortgage loan with mortgage finance bonds, based on the purchase price of the property securing the loan or the appraised value of such property. In addition, we generally require that the monthly payments on a residential mortgage loan not exceed 25% of the borrower’s household after tax monthly income, when the customer belongs to the low income population segment. However, that limit may be adjusted for the middle and high income population segments.

 

Over the last decade, we have also promoted the expansion of Mutuos Hipotecarios, a mortgage lending product, which is not financed by mortgage finance bonds, but instead through our general funds. As of December 31, 2020, our residential mortgage loan portfolio was principally composed of Mutuos Hipotecarios, as customers have preferred them due to their flexibility and simplicity (for instance the interest rate is known in advance by the customer, which is not the case for mortgage finance bonds that are traded in the secondary market and, therefore, subject to discounts), as they are easier to prepay and permit financing of up to 100% of the purchase price (as stated by the applicable local regulation), although banks limit such maximum financing portion based on internal credit policies and economic cycles, among others.

 

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The following table sets forth the composition of our residential mortgage loan portfolio by product type:

 

   As of December 31, 2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$, except percentages) 
Secured Residential Mortgage Loans(1)        
Loans financed with Mortgage Bonds   Ch$   9,352    0.1%
Mutuos Hipotecarios    9,379,301    99.9 
Total Secured Residential Mortgage Loans   Ch$

9,388,654

    100.0%

 

 

(1)Corresponds to the Bank’s total secured residential mortgage loans and not only those associated with the Individual and SME Area.

 

As shown above, as of December 31, 2020 residential mortgage loans related to Mutuos Hipotecarios represented 99.9% of our total residential mortgage loan portfolio, while the remaining 0.1% corresponded to mortgage loans financed with Mortgage Bonds. As of the same date, the Mutuos Hipotecarios portfolio had an average origination period of 6 years (the period from the date when the loans were granted to the specified date) . Conversely, as of December 31, 2020, loans financed with Mortgage Bonds had an average origination period of 19 years (the period from the date when the loans were granted). In terms of credit risk, in 2020, loans related to Mutuos Hipotecarios, as well as those financed with Mortgage Bonds, had low gross (before recoveries) credit risk ratios of 0.15% and 0.06%, respectively. It is important to mention that the residential mortgage loan portfolio financed with Mortgage Bonds is annually decreasing in an amount, and as a proportion of, the total residential mortgage loan portfolio because it is composed of old loans and the instrument is no longer offered by the Bank.

 

Regarding Mortgage Bonds that finance residential mortgage loans, the Bank is solely responsible for the payment of the Mortgage Bond obligation to the mortgage bond holders, regardless of the payment behavior of the residential mortgage borrower. Accordingly, in the ordinary course of business, none of our residential mortgage loans serves as a guarantee or collateral for our mortgage bonds.

 

For those loans that finance a higher portion of the property appraised value, we demand that customers comply with stricter requirements, which are verified during the credit assessment stage. These requirements are related to: (i) the history of the relationship between the Bank and the customer (new or current client), (ii) credit risk scores, (iii) monthly income, (iv) type of job (employed or self-employed) and (v) years employed. In order to illustrate the above mentioned, the table below sets forth an example of requirements for residential mortgage loans that finance up to 80% and more than 80% of the property value, with a common term and granted to employed as well as self-employed new customers.

  

Credit–granting Requirements

(in millions of Ch$, except percentages)

 

   Requirements
(in millions of Ch$, except percentages)
Loan–to–Value Ratio  ≤ 80%  > 80%
New Customers (1)      
Employed      
Years employed   ≥ 1 year  ≥ 1 year
Monthly Income   ≥ Ch$0.5  ≥ Ch$2.1
Self-Employed      
Years Employed (2)   ≥ 2 years  ≥ 2 years
Monthly Income   ≥ Ch$0.5  ≥ Ch$2.1
New Customers with a University degree (3)      
Employed      
Years employed   ≥ 1 year  ≥ 1 year
Monthly Income   ≥ Ch$0.5  ≥ Ch$0.9
Self-Employed      
Years Employed(2)   ≥ 2 years  ≥ 2 years
Monthly Income   ≥ Ch$0.5  ≥ Ch$0.9

 

 

(1)Refers to customers with or without university degree, who do not supplement income with a guarantor’s income.

(2)In the case of self-employed customers, years employed refers to the minimum period of time in which the customer has filed annual tax bills with the Chilean Internal Revenue Service.

(3)Refers to customers with university degree awarded by a group of universities according to our internal credit approval process.

 

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During 2020, only 0.5% of the residential mortgage loans granted to our customers financed between 90% and 100% of the property value. Similarly, during 2020, loans financing between 75% and 90% of the property appraised value represented 49.2% of these loans, loans financing between 50% and 75% of the property value represented 41.8% of these loans, and loans financing less than 50% of the property value represented 8.5% of these loans. According to our prudent risk approach, we have been tightening our credit granting policy for residential mortgage loans by restricting the loan financing limit as a percentage of the property’s value, although higher financing may be granted to longstanding customers within specific segments. This explains the decrease in the share of residential mortgage loans that financed between 90% and 100% of the property value over the last years, from 14.9% in 2015 to 0.5% in 2020.

 

An additional feature of our mortgage loans is that mortgaged property sometimes, and under certain conditions, secures some of the mortgagor’s other credits with us, including installment loans and due balances associated with credit cards and credit lines. Our total amount of loans secured by real estate guarantees, their loan–to–value (LTV) ratio and their relative share in our total loan portfolio, as of December 31, 2020, are depicted in the table below:

 

   As of December 31, 2020 
   Outstanding
Balance
  

LTV(2)(3)

   % of Bank’s Total Loans 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$, except percentages) 
Secured Loans(1)               
Residential Mortgage Loans   Ch$9,388,654    61.3%   30.3%
Other than mortgage loans    1,023,990    17.3    3.3 
Total Secured Loans   Ch$10,412,644    68.0%   33.7%

 

 

(1)Corresponds to the Bank’s total secured loans and not only those associated with the Individual and SME Area.

(2)LTV ratio is computed as the amount of secured loans divided by the value of their associated collateral.

(3)For other-than-mortgage loans, the LTV ratio is computed as the amount of the excess guarantee (after deductions) of the balance of the associated residential mortgage loans, as those guarantees are initially established in order to secure the residential mortgage loan.

 

The LTV ratios provided above are based on estimated property values that we update monthly with the collateral valuation models managed by our Retail Credit Risk Division. These models determine a rate of depreciation that provides an updated collateral value, based on variables such as geographic location, last appraisal date, type of property and type of customer. Accordingly, the LTV ratios set forth above take into account the most recent available data regarding collateral values.

 

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In addition, the following table sets forth the composition of the other-than-mortgage loans secured by real estate guarantees:

 

   As of December 31, 2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$, 
except percentages)
 
Secured Other-than-Mortgage Loans(1)                         
Consumer Loans   Ch$   760,323    74.3%
Credit Cards        228,976    22.4 
Credit Lines        34,691    3.4 
Total Secured Other-than-Mortgage Loans   Ch$

 1,023,990

    100.0%

 

 

(1)Corresponds to the Bank’s total secured Other-than-Mortgage Loans and not only those associated with the Individual and SME Area.

 

Unlike in other countries, in addition to the specific legal rights afforded by the mortgage loan (including foreclosure rights), the Bank may collect the pending balance of the mortgage loan over other assets of the mortgage debtor based on certain legal liens provided by law (derecho de prenda general). Regarding the foreclosure processes, as permitted by Chilean regulations we may write-off secured loans (such as residential mortgage loans) the earlier of 48 months from the date the loans become overdue and once we have made all efforts for recovering the past due loans without success. This applies to residential mortgage loans financed with mortgage finance bonds as well as for Mutuos Hipotecarios. Our foreclosure processes comply with the procedures specified by Chilean regulation. However, as we strive to continuously improve our collection processes, we have achieved average terms of 11 months for foreclosures associated with residential mortgage loans.

 

As for our historical loss rates, we periodically review our collateral pricing models by adjusting the parameters that support them, such as appreciation and depreciation rates, as well as updated recovery and loss rates, based on historical and empirical data. Thus, we normally revise our collateral pricing models by incorporating updated information from re-appraised assets or foreclosure processes that have been completed by the Bank in the past.

 

In addition, the valuation of guarantees is based on a prudent approach, which aims to anticipate and cover unexpected reductions in their market price as a result of changes in market variables, such as an unforeseen slowdown in the global or local economy, lack of liquidity of real estate assets or decrease in real salaries. Accordingly, our collateral pricing models depreciate the value of the guarantee regarding the market value determined by an independent appraiser. This approach has allowed us to minimize the loss rates, as the value obtained from auctions (if foreclosure applies) generally exceeds the value assigned to the asset as guarantee.

 

Credit Cards

 

As of December 31, 2020, we issued both individual and corporate Visa and MasterCard credit cards. In addition to traditional credit cards, our portfolio also includes co-branded cards. As of December 31, 2020, we had two loyalty programs or cobranding agreements, namely “Travel Club” and “Entel Visa”. Credit cards issued under these cobranding agreements supplemented the credit cards that we issued under the brand names Banco de Chile, Banco Edwards-Citi and Banco CrediChile. In addition, as of December 31, 2020, we offered 18 types of credit cards, targeting diverse types of segments and encompassing different benefits, including: Visa Corporate, Visa Corporate Signature, Visa Dorada, Visa Infinite, Visa Infinite Plus, Visa Internacional, Visa Platinum, Visa Platinum Pyme, Visa Pyme/Empresarial, Visa Signature, Visa Signature Entel, MasterCard Black, MasterCard Dorada, MasterCard Internacional, MasterCard Platinum, MasterCard Corporate and MasterCard Corporate Executive.

 

Two of our affiliates, Transbank S.A. and Nexus S.A., provide us with merchant acquisition and credit card processing services. As of December 31, 2020, Transbank S.A. had 11 shareholders (including us) and Nexus S.A. had five shareholders (including us), all of which were banks. As of the same date, our equity ownership in Transbank S.A. was 26.16% and our equity ownership in Nexus S.A. was 29.64%.

 

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As of December 31, 2020, we had 1,237,430 valid credit card accounts, with 1,355,000 credit cards issued to individuals and small and medium sized companies, held by 1,040,502 customers (including credit cards issued by CrediChile). Total charges on our credit cards during 2020 amounted to approximately Ch$4,203,375 million, with Ch$3,780,340 million corresponding to purchases in Chile and abroad and Ch$423,036 million corresponding to cash withdrawals both within Chile and abroad. The amount of purchases made by our customers accounted for 15.9% of the total purchase volume of banks’ credit cards in 2020, according to statistics provided by the CMF. Similarly, our market share in terms of cash withdrawals and automatic bill charges were 18.3% and 16.0% as of the same date, according to the CMF.

 

As of December 31, 2020, our credit card loans to individuals and small and medium sized companies amounted to Ch$1,017,685 million and represented 25.8% of our retail market business segment’s consumer loans.

 

We believe that the Chilean market for credit cards has a high growth potential, especially among lower and middle income customer segments, as the average merchant fees should continue to decline due to increasing competition from other banks that operate in Chile, as well as large department stores and other non-banking competitors that are involved in the issuance of credit cards. As a result, we strive to develop customized commercial strategies to reinforce this payment channel by applying business intelligence tools that enable us to satisfy the needs of our diverse customer base. It is important to note that following the new rules issued in the last years by our regulator, the processing and merchant acquiring services for credit and debit cards (particularly related to new acquirers) may now be accomplished through a four-party mechanism, in order to facilitate the entry of new players. As of the date of this annual report, most merchant acquiring services are provided in Chile by Transbank S.A., but some competitors have already begun to implement this new four-party pricing model for their own business, which is expected to change the market dynamics.

 

Commercial Credits

 

Commercial credits granted by our Individual and SME Area mainly consist of project financing, long-term financing and working capital loans granted to small and medium sized companies, which are denominated in Chilean pesos, UF and U.S. dollars and may bear fixed or variable rates of interest with average maturities of approximately four years (excluding non-residential mortgage loans). As of December 31, 2020, our Individual and SME Area had outstanding commercial loans of Ch$5,703,545 million, representing 28.7% of the retail banking segment’s total loans and 18.4% of our total loans as of the same date.

 

Leasing Contracts

 

Leasing contracts are financial leases for capital equipment and property. Leasing contracts may bear fixed or variable interest rates and they generally have terms that range from one to five years for equipment and from five to 20 years for properties. Most of these contracts are denominated in UF. As of December 31, 2020, our Individual and SME Area had outstanding leasing contracts of Ch$515,209 million, representing 2.6% of the retail banking segment’s total loans and 1.7% of our total loans as of the same date.

 

Lines of Credit

 

As of December 31, 2020 the Individual and SME Area had approximately 834.265 approved lines of credit to individual customers and small and medium sized companies. Also, the unit had outstanding advances to 327,883 individual customers and small and medium sized companies that totaled Ch$227.654 million, or 1.1% of the retail banking segment’s total loans and 0.7% of our total loans.

 

Our lines of credit for individual customers are generally available on a revolving basis, up to an approved credit limit, and may be used for any purpose. Advances under lines of credit are denominated in Chilean pesos and bear an interest rate that is set monthly.

 

Debit Cards

 

We offer different types of debit cards to our customers. Depending on their specifications, these cards can be used for banking transactions at ATMs that operate on the local network provided by Redbanc and the local network of merchants participating in the local Redcompra debit program. Also, our debit cards can be used internationally through the Visa International PLUS network or the international network of merchants associated with the Electron program. We name these debit cards depending on the card’s specific features and the link between the brand and target market which they serve. During 2020, we offered the following debit cards: Visa Infinite, Visa Estándar, Visa Signature, Visa Platinum, Visa Debit Business and debit cards for companies. As of December 31, 2020, according to monthly statistics provided by Transbank S.A., the Individual and SME Area held a 11.4% market share of debit card transactions (including debit cards issued by Banco CrediChile), which corresponds to approximately 166 million transactions throughout the year, according to the CMF.

 

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Deposit Products

 

We strategically offer deposit products to increase our deposit-taking activities as a means of diversifying our sources of funding. We believe that the deposits of our individual customers provide us with a relatively low-cost, stable source of funding, as well as an opportunity to cross-market our other products and services. In this regard, we offer current accounts, time deposits and savings accounts to our individual customers. Current accounts are Chilean peso-denominated and the majority bear no interest (approximately 0.06% or 596 of our total current accounts are interest-bearing), and savings accounts are denominated in UF and bear a fixed-interest rate. Time deposits may be denominated in Chilean pesos, UF and U.S. dollars and most of them bear interest at a fixed rate with terms that range between seven to 360 days.

 

While demand has historically been focused on UF-denominated deposits during periods of high inflation, demand for Chilean peso-denominated deposits has increased in recent years as a consequence of lower and more stable inflation rates in Chile.

 

In the last years, we have seen an important increase in demand deposits. In fact, amid the high volatility and low interest rates observed in the financial markets throughout 2008 and 2009 (in line with monetary stimulus undertaken by central banks worldwide to overcome the financial crisis), we benefited from a flight-to-quality effect, since customers increasingly deposited their funds in their current accounts managed by us, particularly those denominated in Chilean pesos, as they preferred liquidity to investing in products with low profitability. A similar phenomenon has taken place over the last few years as a result of the Central Bank’s monetary stimulus plan in response to (i) Chile’s economic slowdown towards the end of 2013 and (ii) inflation below the Central Bank’s target. Hence, as low interest rates have prevailed in Chile since 2014 interest rates paid on Chilean peso-denominated saving accounts and time deposits have remained low. The same flight-to-quality effect mentioned earlier took place in the last quarter of 2019 and, more importantly, during 2020, as a consequence of the social unrest in Chile and the effects of the COVID-19 pandemic, respectively, when both uncertainty regarding the economic outlook and low interest rates motivated depositors to seek safer products and financial institutions, while maintaining enough liquidity in case of contingencies. This trend has encouraged investors to prefer current accounts balances over interest-bearing deposits. As a result, according to our management information system, annual average balances of current accounts and demand deposits managed by our Individual and SME Area increased by 10.2% and 43.2% in 2019 and 2020, respectively.

 

Consumer Finance Area (Banco CrediChile)

 

The Consumer Finance Area provides loans and other financial services to low and middle income segments (individuals whose monthly incomes range from Ch$180,000 to Ch$500,000), which historically have only been partially served by financial institutions. Also, our Consumer Finance Area serves micro businesses. Banco CrediChile represents an alternative delivery channel for our products and services to these segments, maintaining a separate brand supported by a network of 48 Banco CrediChile branches as of December 31, 2020. Banco CrediChile was established in 2004 from what was formerly our consumer banking area. During 2008, Banco CrediChile was merged with the consumer area of Citibank Chile (Corporación Financiera Atlas S.A.) as a consequence of our merger with Citibank Chile.

 

Banco CrediChile offers its customers a variety of banking products, such as consumer loans, credit cards, residential mortgage loans and a demand deposit account (see “—CuentaChile Demand Accounts”) targeted at lower income customers. As of December 31, 2020, Banco CrediChile had approximately 238,281 core customers (those holding either a current account or a loan with us). As of the same date, total loans outstanding managed by CrediChile amounted to Ch$581,421 million, representing 1.9% of our total loans outstanding as of the same date.

 

 C: 

60

 

 

The following table sets forth the composition of Banco CrediChile’s loan portfolio in accordance with our internal reporting policies, as of December 31, 2020:

 

   As of December 31, 2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$,
except percentages)
 
Consumer loans          
Installment loans   Ch$391,775    67.4%
Credit cards    56,673    9.7 
Lines of credit and other consumer loans    2,683    0.5 
Total consumer loans    451,131    77.6 
Residential mortgage loans    92,844    16.0 
Commercial loans    37,446    6.4 
Total   Ch$

581,421

    100.0%

 

Our Consumer Finance Area focuses on developing and marketing innovative and customized products targeted to satisfy the needs of its customers while introducing them to the banking system. Banco CrediChile complements the services offered by our other business segments, especially our wholesale market segment, by offering services to employers, such as direct deposit capabilities for payroll payment purposes, which in turn enable employees to use our deposit services.

 

In recent years, CrediChile has strived to improve its value offering services by designing and implementing two new financial services, ‘Caja Chile’ and ‘Microbusiness Banking’. The former consists of a limited range of basic financial services (e.g. deposits, withdrawals and bill payments) offered to customers and non-customers through remote IT platforms located in small convenience stores within socially and/or geographically isolated areas of Chile. On the other hand, the ‘Microbusiness Banking’ is a specialized portfolio of financial services designed for Microbusiness (generally personal businesses) that includes financial advisory, lending and non-lending products and general financial solutions for a segment that has been traditionally uncovered by the banking services.

 

During 2020, Banco CrediChile continued to enhance these service models in order to penetrate those segments by offering innovative banking solutions. As of December 31, 2020, Banco CrediChile had 678 ‘CajaChile’ locations at various convenience stores located throughout geographically and/or socially isolated areas. Through these networks, CrediChile provides its customers with a basic array of financial services including bill payments, deposits, installments loan payments and cash withdrawals. As of the same date, commercial loans granted to microbusinesses accounted for approximately Ch$42,972 million, associated with 9,194 borrowers. From the business perspective, CrediChile’s loan balances decreased by approximately 21% when compared to 2019, which was the consequence of both the deceleration in private consumption evidenced across the whole economy due to the macroeconomic scope and also a reduced risk appetite for this sub-segment in light of various regulations and increased credit risk as a consequence of the COVID-19 pandemic. This element compelled Banco CrediChile to focus on operational efficiency, productivity and cost control, and also to extend some of Banco de Chile’s products and services to this sub-segment, such as accounts, investment and savings services and international debit cards. Also during 2020, CrediChile continued to strengthen its relationship with customers by promoting the usage internet-based services and mobile banking applications in order to improve productivity and efficiency. At the same time, we have continued to promote a dual service model by merging branches in certain locations for Banco de Chile and CrediChile customers, which in turn allows us to benefit from economies of scale by optimizing the use of spaces. Lastly, our Consumer Finance Area has a financial literacy program (“Cuentas con el Chile”) that promotes customers’ economic wealth-being by holding various workshops that benefited approximately 4,600 people in Chile.

 

Banco CrediChile employs a specific credit scoring system, developed by our retail credit risk division, as well as other criteria to evaluate and monitor credit risk. Thus, in order to ensure the quality of its loan portfolio, Banco CrediChile adheres to our general loan origination procedures, particularly with regard to the use of our credit scoring system and credit management policies, including the use of credit bureaus and the services of the CMF. In addition, Banco CrediChile carries out rigorous procedures for the collection of past due loans through Socofin S.A., our specialized collection subsidiary. We believe that we have suitable procedures and infrastructure in place to manage the risk exposure of Banco CrediChile. These procedures allow us to take advantage of the attractive growth and earnings potential of this market segment while at the same time managing our exposure to a higher risk segment. See “Item 3. Key Information—Risk Factors—Risks Relating to our Operations and the Chilean Banking Industry—The growth of our loan portfolio may expose us to increased loan losses” and “Item 3. Key Information—Risk Factors—Risks Relating to our Operations and the Chilean Banking Industry—Our loan portfolio may not continue to grow at the same or similar rate.”

 

 C: 

61

 

 

In 2020, we began a process by which the whole commercial activity of CrediChile will be merged into or migrated to our Individuals and SMEs branch network.

 

Consumer Lending

 

Banco CrediChile provides short to medium term consumer loans and credit card services. As of December 31, 2020, Banco CrediChile had approximately 150,006 consumer loan debtors related to installment loans amounting to Ch$391,775 million. As of the same date, Banco CrediChile had outstanding loan balances related to credit cards of Ch$56,673 million.

 

CuentaChile Demand Accounts

 

Banco CrediChile launched CuentaChile Demand Accounts in 2014, offering its customers a deposit product that is flexible and easy to use. This product allows us to tap into a section of the consumer market that otherwise would not be able to access and participate in the banking system because of its risk profile. The CuentaChile Demand Account is a non-interest bearing demand deposit account without checking privileges that targets customers who want a secure and comfortable means of managing and accessing their money. Customers holding this account may use an ATM card linked to their CuentaChile Demand Account to make deposits or automatic payments to other Banco CrediChile accounts through a network of 7,449 ATMs available throughout Chile as of December 31, 2020. CuentaChile Demand Account holders may execute transactions in all CrediChile branches and carry out basic banking operations in the CajaChile’s nationwide network, which is present in most Chilean regions and communities. CuentaChile Demand Account holders are entitled to make use of internet-based banking platforms and mobile applications provided by Banco CrediChile while also receiving electronic money transfers and benefiting from diverse loyalty programs designed by Banco CrediChile, under the Cuenta Chile Club, which include discounts and special offers for a wide array of stores and services. Banco CrediChile previously offered its customers traditional demand accounts (each known as a CrediChile Demand Account) that entitled its holders to receive payroll deposits, withdraw money from ATMs and perform basic purchasing transactions. The CuentaChile Demand Account replaced and improved the former product offered by CrediChile by increasing benefits to its holders.

 

Wholesale Banking Segment

 

Our wholesale banking segment serves the needs of corporate customers. In 2020, this business segment recorded annual operating revenues of approximately Ch$482,191 million, which represented 24.9% of our total operating revenues. Also, for the year ended December 31, 2020 this segment recorded an income before income tax of Ch$185,910 million, which represented 32% of our consolidated income before income tax. As of December 31, 2020, loans granted by this business segment amounted to Ch$11,063,716 million and represented 35.8% of our total loan portfolio.

 

The following table sets forth the composition of our portfolio of loans to the wholesale market in accordance with our internal reporting policies, as of December 31, 2020:

 

   As of December 31, 2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$,
except percentages)
 
Commercial credits   Ch$8,681,251    78.5%
Foreign trade loans    892,650    8.1 
Leasing loans    1,076,710    9.7 
Factoring loans    298,216    2.7 
Other loans    114,889    1.0 
Total   Ch$

11,063,716

    100.0%

 

 C: 

62

 

  

As of December 31, 2020, we had 9,909 debtors out of a total of 28,229 core customers (those holding either a loan or a current account with us). Our wholesale customers are engaged in a wide range of economic sectors. As of December 31, 2020, loans granted by our wholesale banking segment were mainly related to:

 

financial services (approximately 20.3% of all loans granted by this business segment);

 

construction (approximately 11.6% of all loans granted by this business segment);

 

commerce and trade (approximately 9.7% of all loans granted by this business segment);

 

manufacturing (approximately 9.5% of all loans granted by this business segment);

 

communication and transportation (approximately 7.3% of all loans granted by this business segment);

 

agriculture, forestry and fishing (approximately 6.2% of all loans granted by this business segment);

 

community, social and personal services (approximately 3.3% of all loans granted by this business segment);

 

utilities (approximately 2.7% of all loans granted by this business segment); and

 

mining (approximately 1.7% of all loans granted by this business segment).

 

In line with our strategy of identifying and differentiating market segments in order to provide improved value propositions for a diversified customer base, two of our areas provide our wholesale customer base with banking and financial products and services: (i) the Corporate Area and (ii) the Large Companies  Area.

 

Corporate Area

 

The Corporate Area provides banking products and services to corporations with annual sales exceeding approximately Ch$10,000 million. This area’s customers consist of a large proportion of Chile’s publicly-traded and non-listed companies, subsidiaries of multinational companies and conglomerates operating in Chile (including those operating in the financial, commercial, manufacturing, industrial, infrastructure and real estate sectors), projects and concessions, as well as family offices (wealth management). Thus, in addition to traditional lending products, this area offers a wide range of non-lending services related to project finance, deal structuring associated with business acquisitions, cash management, deposits and funds administration, financial advisory, among others. Also, this area is in charge of coordinating and overseeing both our Leasing Business and our International Private Banking Unit.

 

As of December 31, 2020, the Corporate Area had approximately 2,762 debtors out of a total of approximately 14,171 core customers (those holding either a current account or a loan with us). Also, this area managed total outstanding loans of Ch$7,683,004 million, which represented 24.8% of our total loan book as of the same date.

 

The following table sets forth the composition of our Corporate Area’s loan portfolio in accordance with our internal reporting policies, as of December 31, 2020:

 

   As of December 31, 2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$,
except percentages)
 
Commercial credits   Ch$6,356,306    82.7%
Foreign trade loans    553,064    7.2 
Factoring loans    181,480    2.4 
Leasing loans    511,509    6.7 
Other loans    80,645    1.0 
Total   Ch$7,683,004    100.0%

 

We offer a wide range of products to large corporations that include short- and long-term financing, working capital loans, mortgage loans, leasing, long-term syndicated loans and factoring, as well as investment banking services offered by our subsidiary Banchile Asesoría Financiera S.A. We also offer cash management, including payment services (payrolls, suppliers, pensions, dividends, etc.), collection services and connections to international funds transfer networks, as well as traditional deposit products, in particular current accounts.

 

 C: 

63

 

 

In cash management, as of December 31, 2020, we were party to approximately 8,918 payment service contracts and approximately 872 collection service agreements with corporations. We believe that cash management and payment service contracts, in particular, provide us with a source of low cost deposits and the opportunity to cross sell our products and fees to payees, many of whom maintain accounts with us. Under our collection contracts, we act as a collection agent for our corporate customers, providing centralized collection services for their accounts receivable and other similar payments. For the year ended December 31, 2020, joint volumes associated with collection and payment agreements increased by approximately 28.0% when compared to 2019.

 

In order to provide highly competitive and differentiated services, our Corporate Area has the direct support of our Treasury and Money Market Operations segment, which directly fulfills our corporate customers’ liquidity, short-term loans and hedging needs. We have also improved our technology to facilitate connections with customers and enhance their self-service practices. Similarly, we offer derivative products, which we believe have become increasingly important, especially those associated with Chilean peso-U.S. dollar and UF-U.S. dollar forward contracts, cross currency swaps, interest rate swaps and options, among other derivative products.

 

In recent years, the market for loans to corporations in Chile has been characterized by reduced margins due to increasing competition and moderate expansion in terms of borrowing. This fierce competition has involved not only local banking players but also, increasingly, overseas lenders who are eager to lend to Chilean companies that hold high credit ratings supported by a high sovereign credit rating. For this reason, we have focused on optimizing the profitability in this segment by enhancing our cross selling through the generation and enhancement of fee-based services, such as payroll processing, dividend payments and billing services, as well as computer banking services. This strategy has enabled us to maintain profitable and long-term relationships with our corporate customers while preserving the ability to grant loans when appropriate business opportunities arise.

 

Accordingly, during 2020, our Corporate Area continued to focus on: (i) maximizing cross-selling and profitability at the level of each business relationship, (ii) improving the customer experience in their interaction with the bank’s distribution channels and (iii) promoting and motivating the area’s team to encourage “innovation” in all the business aspects managed by account officers. These initiatives are intended to optimize the risk-return relationship of this segment through non-lending revenues and customer proximity. In all of these topics, but particularly in cross-selling, the synergies that arise from the Global Connectivity Agreement with Citigroup have been important when assisting our corporate customers with offshore transactions, derivatives structuring and financial advisory services.

 

Also, the slowdown evidenced in the local economy over the last years and, in particular, the decrease in overall investment spending across the country, affected the corporate lending business. This trend was initially amplified in 2019 by the social unrest that took place in October, and then, in 2020, the COVID-19 outbreak ended up further weakening the economic landscape, reflected in a 5.8% contraction in GDP. This behavior resulted in a 1.3% decrease in loan balances managed by our Corporate Area as of December 31, 2020, mainly influenced by lower factoring loans and trade finance. However, our Corporate Area was able to cope with this backdrop by taking advantage of specific business opportunities in Cash Management services, illustrated by a significant growth in demand deposits and a very positive year for revenues coming from treasury products offered to corporate customers, as we took advantage of interest rate and foreign exchange volatility that largely benefited our securities portfolios by mid-2020. Moreover, we continued to migrate our corporate customer base to Banconexion 2.0, the enhanced version of our former website platform for companies.

 

In addition, the Corporate Area was able to benefit from cross-selling, such as investment banking services offered through our Investment Banking subsidiary (Banchile Asesoría Financiera). During 2020, revenue from this subsidiary increased when compared to 2019, aligned with carrying out approximately 29 transactions. Also, the subsidiary ranked first in terms of M&A deals in the local market, while also being distinguished by Global Finance as the Best Investment Bank in Chile for two consecutive years.

 

The foreign trade business is also managed by our Corporate Area, although balances and results are allocated to different business areas depending on the customer who performs the transaction. It is worth mentioning that during 2020, the foreign trade business recorded a 32.4% decrease in loan balances for the Bank as a whole and a 31.6% contraction in the Corporate Area in particular, mainly associated with Chilean peso trends in 2020 and lower international trade due to the COVID- 19 pandemic.

 

 C: 

64

 

 

Large Companies Area

 

Our Large Companies Area provides companies – with annual sales that range from approximately Ch$2,000 million to approximately Ch$10,000 million – with a broad range of financial products and services. Customers served by this area are those related to the commercial, manufacturing, agricultural, forestry, fishing and infrastructure sectors, among others.

 

As of December 31, 2020, we had 7,147 large company debtors out of a total of 14,058 core customers (those holding either a current account or a loan with us). Loans granted by the Large Companies Area amounted to Ch$ 3,380,712 million as of the same date, which represented 10.9% of our total loans.

 

The following table sets forth the loan portfolio composition of the Large Companies  Area, in accordance with our internal reporting policies, as of December 31, 2020:

 

   As of December 31, 2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$,
except percentages)
 
Commercial credits   Ch$2,324,945    68.8%
Leasing loans    565,201    16.7 
Foreign trade loans    339,586    10.0 
Factoring loans    116,736    3.5 
Other loans    34,244    1.0 
Total   Ch$

3,380,712

    100.0%

 

Products and services offered by this area are mainly related to commercial loans, lines of credit, trade finance and foreign currency transactions, factoring services, leasing, non-residential mortgage loans, syndicated loans, investment banking and financial advisory services for mergers and acquisitions, debt restructuring assistance, payments and collections services, current accounts and related saving services, corporate credit cards, cash and investment management, derivative contracts to hedge against currency or interest rate fluctuations, insurance brokerage, among other traditional and tailored services.

 

The Large Companies Area aims to provide its customers with excellent service based on proactive financial support that enhances long term relationships with customers. Over time, the area has developed service models intended to take advantage of synergies arising from the interaction of account and specialized support executives responsible for ensuring comprehensive customer service. These models have enabled the Large Companies Area to strengthen customer relationships and product offerings.

 

In 2020, the Large Companies Area continued to prioritize a customer centric approach in order to maintain a market-leading position in commercial loans. In the context of the economic slowdown prompted by the COVID-19 pandemic, the Large Companies Area deployed the National Support Plan that involved government-guaranteed working capital loans. This support plan largely explained the annual increase of 9.7%, or Ch$298,159 million, in year-end loan balances managed by this area, higher than the 8.5% increment seen in 2019. At the product level, the area posted an increase of 19.9% on an annual basis, or Ch$ 385,366 million in commercial credits. However, Chilean peso trends and lower international trade due to the COVID-19 pandemic led to a 32.4% decrease in trade finance loan balances as of December 2020.

 

Our factoring business is part of the Large Companies Area. During 2020, we posted an annual decrease of 45.7% in year-end balances of factoring loans on a consolidated basis. The Trade Finance Unit is also managed by the Large Companies Area. In 2020 our trade finance loans amounted to Ch$966,963 million on a consolidated basis, which represents a 32.4% annual decrease in year-end balances.

 

 C: 

65

 

 

Treasury and Money Market Operations

 

Our Treasury and Money Market Operations business segment provides a wide range of financial services to our customers, including currency intermediation, forward contracts, interest rate swaps, transactions under repurchase agreements and investment products based on bonds, mortgage finance bonds and deposits.

 

In addition, our Treasury and Money Market Operations business segment is focused on managing our currency, interest rate and maturity gaps, ensuring adequate liquidity levels, managing our investment portfolio and performing the intermediation of fixed-income instruments, currencies and derivatives. Interest rate gap management is aimed at generating an adequate funding structure, prioritizing our capitalization and asset and liability cost structure and funding source diversification.

 

The Treasury and Money Market Operations business segment is also responsible for: (i) the issuance of short- and long-term senior bonds, as well as long-term subordinated bonds, in Chile or abroad, (ii) monitoring compliance with regulatory deposit limits, technical reserves and maturity and rate matches/mismatches, (iii) monitoring our adherence to the security margins defined by regulatory limits, and risk limits for interest rate, currency and investment gaps. This segment continually monitors the Bank’s cost of funding by benchmarking with the rest of the local financial system and financing alternatives in Chile or abroad.

 

Regarding funding functions, during 2020, we continued to develop a funding diversification strategy by conducting important transactions in Chile and abroad. This strategy is aimed at maintaining a competitive cost of funding that supports the value offerings we provide to our wide customer base and improving our liquidity by issuing debt of longer maturities that match long-term assets. For that reason, we are continually seeking alternative sources, types of instruments and markets. We generally conduct international bond issuances only if the cost (including costs of interest rate swaps and other transactional expenses) is below the cost of raising funds locally and the currency or interest rate exposure is fully hedged via cross currency swaps.

 

We are constantly striving to diversify our liability structure in terms of sources, types of instruments and markets with the aim of maintaining a competitive cost of funding and improving our liquidity. In this context, in 2020 we were less active than previous years in terms of long-term debt placements in both local and overseas markets. The decrease in debt issuance was largely a result of lower funding needs due to a moderate loan growth, a strong surge in current accounts and demand deposits, and funding from the Central Bank by approximately Ch$3,100,000 million associated with their liquidity program which we used to replace other types of funding, such as time deposits held by institutional investors and also long-term bonds. Nevertheless, we will continue monitoring market opportunities in order to take advantage of our superior credit rating within Chile and the Latin American region. As a result, in 2020 we carried out the following debt placements:

 

Approximately U.S.$ 280 million (denominated in UF) within the local market. These debt placements had maturities ranging from seven to eight years, while bearing premium spreads over the relevant benchmark.

 

We also carried out a debt placement in an international capital market by taking advantage of our superior credit rating within Chile and the Latin American region, which enabled us to benefit from liquidity and low interest rates in major capital markets. During 2020, we issued approximately U.S.$ 46 million in Australia with a tenor of 15 years. This placement was accompanied by a cross currency swap hedge arrangement in order to offset any effects associated with changes in foreign exchange that could impact our cost of funding.

 

Furthermore, we continued to utilize short-term funding associated with our commercial paper program, which provides us with premium funding for Trade Finance transactions. During 2020, we issued a total amount of approximately U.S.$ 781 million. As of December 31, 2020, we had an outstanding balance of approximately U.S.$ 141 million.

 

The funding functions carried out by our Treasury area are complemented by our international area, namely International Financial Institutions (“IFI”), which manages relations with correspondent banks worldwide, facilitating international payments and obtaining foreign currency financing for us. As of December 31, 2020, we have established a network of approximately 600 foreign banks, among which we maintained credit relationships with approximately 133 correspondent banks, from which we maintained 20 account relationships. IFI played an important role in structuring international transactions aimed at diversifying our funding.

 

 C: 

66

 

 

From the business point of view, our Treasury and Money Market segment had a very positive year in 2020. In fact, the segment benefited from a proactive management to take advantage of the trends followed by the local and foreign interest rates as a consequence of the monetary policies implemented globally to deal with the COVID-19 pandemic. As a result, the segment recorded operating revenues totaling Ch$68,547 in 2020 as compared to Ch$25,659 in 2019, mainly associated with marking-to-market gains in the Investment and Trading portfolios.

 

Regarding the management of our securities portfolio, as of December 31, 2020, the portfolio amounted to Ch$5,734,309 million and was composed of financial instruments measured at fair value through other comprehensive income that totaled Ch$1,068,153 million and securities held for trading amounting to Ch$4,666,156 million. As for the type of instruments included in our securities portfolio, as of December 31, 2020, 75.4% consisted of securities issued by the Central Bank and the Chilean Government, 16.2% consisted of securities issued by local financial institutions, and 8.4% consisted of securities issued by non-financial Chilean corporate issuers, foreign issuers and other securities. Our investment strategy is designed to supplement our expected profitability, risks and economic variable projections while adhering to the regulatory guidelines and internal limits defined by our finance committee. In this regard, neither proprietary trading nor speculation on equity holdings are business goals for us and, therefore, equity instruments only represented 0.1% of our investment portfolio as of December 31, 2020.

 

Operations through Subsidiaries

 

We have made several strategic long-term investments in financial services companies that are engaged in activities complementary to our commercial banking activities. In making these investments our goal is to develop a comprehensive financial group capable of meeting the diverse financial needs of our current and potential clients by offering traditional banking products and specialized financial services through our different subsidiaries.

 

The following table sets forth information with respect to our financial services subsidiaries in accordance with our internal reporting policies as of December 31, 2020:

 

  Assets   Equity   Net Income 
BANK’S INTERNAL REPORTING POLICIES        (in millions of Ch$)          
Banchile Corredores de Bolsa S.A.   Ch$ 751,747   Ch$133,689   Ch$ 28,168 
Banchile Administradora General de Fondos S.A.    46,575    32,981    18,684 
Banchile Corredores de Seguros Ltda.    24,377    6,813    3,845 
Socofin S.A.    12,537    1,604    (335)
Banchile Asesoria Financiera S.A.    3,717    2,950    1,771 
Banchile Securitizadora S.A.    407    143    (217)
Total   Ch$

839,360

   Ch$

178,180

   Ch$

51,916

 

 

The following table sets forth information with respect to our ownership interest in our financial services subsidiaries as of December 31, 2020:

 

   Ownership Interest 
    Direct
(%)
    Indirect
(%)
    Total
(%)
 
Banchile Administradora General de Fondos S.A.    99.98%   0.02%   100.00%
Banchile Asesoría Financiera S.A.    99.96        99.96 
Banchile Corredores de Seguros Ltda.    99.83    0.17    100.00 
Banchile Corredores de Bolsa S.A.    99.70    0.30    100.00 
Banchile Securitizadora S.A.    99.01    0.99    100.00 
Socofin S.A.    99.00%   1.00%   100.00%

  

 C: 

67

 

 

Securities Brokerage Services

 

We provide securities brokerage services through Banchile Corredores de Bolsa S.A. is registered as a securities broker with the CMF, the regulator of Chilean publicly listed companies, and is a member of the Santiago Stock Exchange and the Chilean Electronic Stock Exchange. Since it was founded in 1989, Banchile Corredores de Bolsa S.A. has provided stock brokerage services, fixed income investments and foreign exchange products to individuals and companies through our branch network. In early 2009, Citibank Agencia de Valores S.A. merged with Banchile Corredores de Bolsa S.A.

 

During the year ended December 31, 2020, Banchile Corredores de Bolsa S.A. recorded an aggregate stock trading turnover on the Santiago Stock Exchange and the Chilean Electronic Stock Exchange that amounted to approximately Ch$8,040,348 million, which represented a 13.0% market share within the Chilean stock market.

 

Also, as of December 31, 2020, Banchile Corredores de Bolsa S.A. had equity amounting to Ch$133,689 million and, for the year ended December 31, 2020, recorded net income of Ch$28,168 million, which represented 6.1% of our consolidated net income for that period (under the bank’s internal reporting policies).

 

Mutual and Investment Fund Management

 

Since 1980, we have provided mutual fund management services through Banchile Administradora General de Fondos S.A. (formerly Banchile Administradora de Fondos Mutuos S.A.). As of December 31, 2020, according to data published by the Chilean Mutual Funds Association, Banchile Administradora General de Fondos S.A. was the largest mutual fund manager in Chile, managing approximately 24.2% of all Chilean mutual funds’ assets. Also, as of December 31, 2020, Banchile Administradora General de Fondos S.A. operated 53 mutual funds and had Ch$10,357,446 million in assets under management owned by 357,458 corporate and individual investors. As of the same date, Banchile Administradora General de Fondos S.A. operated 36 public investment funds. Banchile managed Ch$1,257,841 million in net assets associated with these public investment funds on behalf of 1,491 participants. As of December 31, 2020, Banchile managed four private investment funds of Ch$27,465 million in net assets associated with these public investment funds on behalf of 95 participants. During 2020, Banchile Administradora General de Fondos S.A. created six new mutual funds, eight new public investment funds and one private investment fund.

 

The mutual and investment funds mentioned above are managed by Banchile Administradora General de Fondos S.A., but neither the Bank nor Banchile Administradora General de Fondos S.A. have ownership of these funds and, accordingly, they are not booked in our audited consolidated financial statements.

 

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The following table sets forth information regarding the various mutual funds managed by Banchile Administradora General de Fondos S.A. as of December 31, 2020:

 

      As of December 31, 2020
Name of Fund  Type of Fund   Net Asset Value
(in millions of Ch$)
    Number of
Investors
 
Alianza  Fixed Income (Medium/Long Term)  Ch$19,283    4,246 
Asia  Equity   7,283    1,464 
Asiatico Accionario  Equity   18,556    1,786 
Banchile-Acciones  Equity   20,825    5,599 
Best Coupon Emergente  Structured   2,452    97 
Best Coupon Europe  Structured   2,441    60 
Best Coupon Usa  Structured   7,857    263 
Capital Efectivo  Fixed income (short term)   467,559    7,429 
Capital Empresarial  Fixed income (short term)   2,560,011    28,759 
Capital Financiero  Fixed income (short term)   1,229,739    15,442 
Corporate Dollar  Fixed income (short term)   1,153,966    25,768 
Crecimiento  Fixed income (medium/long term)   283,393    18,868 
Deposito XXI  Fixed income (medium/long term)   204,028    17,131 
Deuda Dolar  Fixed income (medium/long term)   266,062    5,247 
Deuda Estatal Uf 3-5  Fixed income (medium/long term)   3,766    722 
Deuda Internacional  Fixed income (medium/long term)   1,099    17 
Disponible  Fixed income (short term)   125,058    40,590 
Dollar Coupon Usado  Structured   2,303    90 
Emerging  Equity   9,777    1,967 
Emerging Market  Equity   13,144    874 
Estrategia Agresiva  Blend   6,707    855 
Estrategia Cons  Blend   26,004    2,353 
Estrategia Moderada  Blend   31,973    2,317 
Estrategico  Fixed income (medium/long term)   922,068    30,927 
Estructurado Bonos Uf Plus III  Structured   7,675    330 
Europa Desarrollada  Equity   10,812    1,628 
Fondo Mutuo Booster Acciones Brasil III  Structured   4,821    163 
Fondo Mutuo Chile Blue Chip Index Fund  Equity   1,572    345 
Fondo Mutuo Cobertura Deuda Global  Fixed income (medium/long term)   12,003    282 
Global Dollar  Equity   16,126    567 
Global High Yield  Fixed income (medium/long term)   249    4 

 

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      As of December 31, 2020
Name of Fund  Type of Fund   Net Asset Value
(in millions of Ch$)
    Number of
Investors
 
Global Mid Cap  Equity   9,766    1,023 
Horizonte  Fixed income (medium/long term)   74,254    4,801 
Inversion Brasil  Equity   7,110    975 
Inversion China  Equity   15,651    1,673 
Inversion Usa  Equity   50,312    3,369 
Inversiones Alternat  Blend   195    175 
Inversionista I  Equity   22,621    252 
Japón Accionario  Equity   2,449    534 
Latam Corporate Investment Grade  Fixed income (medium/long term)   49,781    1,669 
Latam Mid Cap  Equity   8,408    2,479 
Liquidez 2000  Fixed income (short term)   356,129    42,238 
Mid Cap  Equity   5,111    2,327 
Port Act Agresivo  Blend   59,306    3,190 
Port Act Controlado  Blend   766,434    24,885 
Port Act Equilibrado  Blend   249,904    10,012 
Port Act Moderado  Blend   693,329    19,641 
Port Act Potenciado  Blend   87,820    4,392 
Renta Futura  Fixed income (medium/long term)   132,239    5,190 
Retorno L.P. Uf  Fixed income (medium/long term)   39,558    2,233 
U.S. Dollar  Equity   30,185    830 
Us Mid Cap  Equity   15,074    1,242 
Utilidades  Fixed income (medium/long term)   243,197    8,138 
Total     Ch$

10,357,446

    357,458

 

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The following table sets forth information regarding the investment funds managed by Banchile Administradora General de Fondos S.A. as of December 31, 2020:

 

      As of December 31, 2020
Name of Fund  Type of Fund   Net Asset Value
(in millions of Ch$)
    Number of
Investors
 
Rem. F.I. Small Cap  Public   Ch$ 89,523    18 
Remu. F.I. Banchile Latam Equity  Public   7,414    5 
Rem. F.I. Banchile Rentas Inmobiliarias I  Public   115,229    92 
Rem. F.I. Latam Corp.High Yield  Public   11,067    129 
Rem F.I. ($) Renta Habitacionales  Public   3,609    56 
Remu F.I. ($) Deuda Chilena  Public   381,826    273 
Rem. F.I. Banchile Marketplus Deuda Global  Public   74,820    27 
Rem Fi Inmobiliario VIII  Public   5,648    3 
Rem F.I. Market Plus Global  Public   110,246    30 
Rem F.I. Market Plus Eeuu  Public   38,540    13 
Remu F.I. Usa Equity  Public   24,208    9 
Remu F.I. Europe Equity  Public   5,749    7 
Remu F.I. Deuda Corp. 3-5 Años  Public   22,877    24 
Remu F.I. Emerging Equity  Public   12,436    2 
Remu F.I. Deuda Alto Rendimiento  Public   66,127    23 
Remu F.I. Desarr.Y Rtas.Resid.  Public   9,449    283 
Remu F.I Inver.Inmobiliario IX  Public   18,884    302 
Remu F.I Marketplus Europa  Public   3,418    2 
Remu F.I United States Property Fund VI  Public   3,184    13 
Remu Fi Marketplus Emergente  Public   21,838    13 
Remu Fi ($) Desarrollo Inmobiliario Peru-Colombia  Public   23,249    12 
Remu Fi European Value Partners II  Public   1,949    4 
Remu Fi Infraestructura Chile I  Public   67,227    9 
Remu Fi ($) Inmobiliario X  Public   16,847    6 
Remu Fi ($) EDR Fund Emerging Credit  Public   9,340    4 
Remu Fi (Us$) CS  Public   5,937    1 
Remu Fi (Us$) Privado F2  Private   1,331    6 
Remu Fi ($) Banchile Oro  Public   2,500    6 
Remu Fi (Us$) AG Direct Lending IV  Public   1,498    6 
Remu Fi ($) Global Real Estate  Public   14,685    6 
Remu Fi ($) Marketplus Japón  Public   586    2 
Remu Fi (Us$) CS II  Public   2,833    66 
Remu Fip (Us$) ALLVP III  Private   701    10 
Remu Fi ($) Banchile Equity Trends  Public   2,246    2 
Remu Fi ($) Inmobiliario XI  Public   5,921    10 
Rem.($) F.I. Chile Blend  Public   56,993    11 
Rem.($)F.I.P. Inmob.Capitolio  Private   17,417    29 
Rem. (Us$) F.I.P. Rentas Inmob. Jda 700 Peru  Private   8,016    50 
Rem Fi ($) Plusvalia Eficiente  Public   11,541    21 
Rem Fi ($) Rentas Peru P2  Public   8,393    1 
Total     Ch$

1,285,305

    1,586 

  

As of December 31, 2020, Banchile Administradora General de Fondos S.A. had equity of Ch$32,981 million and, for the year ended December 31, 2020, net income of Ch$18,684 million, which represented 4.0% of our 2020 consolidated net income (under the bank’s internal reporting policies).

 

Insurance Brokerage

 

We provide insurance brokerage services to our customers through Banchile Corredores de Seguros Limitada (Banchile Corredores de Seguros LTDA.). In 2000, we began to offer life insurance policies associated with consumer loans and non-credit related insurance to our individual customers and the general public. As of December 31, 2020, Banchile Corredores de Seguros Limitada had equity of Ch$6,813 million and, for the year ended December 31, 2020 it recorded net income of Ch$3,845 million, which represented 0.8% of our 2020 consolidated net income (under the bank’s internal reporting policies). According to data published by the CMF, as of December 31, 2020, Banchile Corredores de Seguros Limitada had a 4.7% market share in the total amount of life and casualty insurance policies (in Chilean pesos) sold by insurance brokerage companies in Chile, excluding life annuities.

 

Additionally, in January 2019 we signed a long-term partnership with Chubb Seguros Chile S.A. and Chubb Seguros de Vida Chile S.A., local subsidiaries of Chubb Limited, by which Chubb became our exclusive provider of life and non-life insurances to be distributed by our Insurance Brokerage subsidiary. For non-life products, the partnership became effective in June 2019, and for life products, it became effective in January 2020. The partnership does not include life and non-life insurance products that in accordance to local regulation must be publicly auctioned.

 

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Financial Advisory Services

 

We provide financial advisory and other investment banking services to our customers through Banchile Asesoría Financiera S.A. The services offered by Banchile Asesoría Financiera S.A. are primarily targeted to our corporate customers and include advisory services concerning mergers and acquisitions, restructuring, project finance and strategic alliances. As of December 31, 2020, Banchile Asesoría Financiera S.A. had equity of Ch$2,950 million and, for the year ended December 31, 2020, recorded net income of Ch$1,771 million, which represented 0.4% of our 2020 consolidated net income (under the bank’s internal reporting policies).

 

Securitization Services

 

We offer investment products to meet the needs of institutional investors, such as private pension funds and insurance companies, through Banchile Securitizadora S.A. This subsidiary securitizes financial assets, and issues debt instruments with credit ratings that can be traded in the Chilean marketplace, backed by a bundle of revenue producing assets of the client company. As of December 31, 2020, Banchile Securitizadora S.A. had equity of Ch$143 million and, for the year ended December 31, 2020, the subsidiary reported a net loss of Ch$217 million (under bank’s internal reporting policies).

 

On February 4, 2021, we began a voluntary and anticipated dissolution process for Banchile Securitizadora S.A. as approved by the subsidiary’s shareholders during the extraordinary meeting held on the same date. The final approval of the CMF is still in progress.

 

Collection Services

 

Socofin S.A. provides judicial and extra judicial loan collection services to the Bank. As of December 31, 2020, Socofin S.A. had equity of Ch$1,604 million and, for the year ended December 31, 2020, and recorded a net loss of Ch$335 million (under the bank’s internal reporting policies).

 

Distribution Channels and Electronic Banking

 

Our distribution network provides integrated financial services and products to our customers through a wide range of channels. The network includes ATMs, branches, internet-based banking platforms, mobile banking applications and call centers.

 

As of December 31, 2020, we had a network of 334 retail branches throughout Chile. Our branch system serves as a distribution network for all of the products and services offered to our customers. Our full-service branches accept deposits, cash withdrawals, offer the full range of our retail banking products, such as consumer loans, credit cards, mortgage loans and current accounts, and provide financial and non-financial information to current and potential customers. As of December 31, 2020, we had 1,766 ATMs that were part of a larger network of 7,449 ATMs operating in Chile, of which 4,757 ATMs operate under a network managed by Redbanc S.A.

 

We also offer electronic banking services to our customers 24 hours a day through our website, www.bancochile.cl, which has tailored homepages for the different segments we serve. Thus, by accessing our website, our individual customers may execute electronic money transfers, access their account balances, pay utilities bills, apply for loans, make time deposits, purchase insurance premiums, invest in mutual funds, and so on. On the other hand, our corporate homepage offers a broad range of services, including the payment of bills, electronic fund transfers, non-charge orders, as well as a wide variety of account inquiries. These services include our office banking service, Banconexion Web for Enterprises, which enables our corporate customers to perform all of their banking transactions from their offices. Our homepage also offers products with exclusive benefits provided by our customer loyalty marketing programs, which enhance our relationships with customers. Through the jointly administered website of Banchile Administration General de Fondos and Banchile Corredora de Bolsa, our mutual funds and securities brokerage subsidiaries, respectively, we also provide customers interested in investing and saving their funds with an internet-based platform on which they can trade stocks and currencies, make time deposits and take positions in mutual funds, foreign stock markets, investments funds and derivatives. Our foreign trade customers can rely on our international business homepage, www.bancochile.com, which enables them to inquire about the status of their foreign trade transactions and perform transactions, such as opening letters of credit, recording import collection and hedging on instructions and letters of credit.

 

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Also, we provide our customers with access to a 24-hour phone-bank through which they can access account information and execute certain transactions. This service, through which we receive over 404,850 calls per month on average, has enabled us to develop customer loyalty campaigns, sell financial products and services, answer specialized inquiries and receive and resolve complaints by customers and non-customers.

 

Lastly, over the last years we have devoted efforts to enhance our mobile banking platforms by developing and launching diverse applications. Over the last six years we have released the mobile applications MiBanco, MiPago, and MiBeneficio. Similarly, we launched MiCuenta, MiPass, and MiSeguro. MiBanco is a mobile banking platform that enables our customers to perform most of the operations they can execute on our website, such as accessing their account balances, making bill payments and electronic money transfers, carrying out cash advances from credit cards to checking accounts. MiPago is a specialized mobile application that permits requests for reimbursements from other Banco de Chile’s customers and performs the transaction by generating and scanning a QR code, which reinforces the security standards for these types of operations. MiCuenta is a mobile application that enables users to make monthly payments associated with utility bills and other types of services. MiPass is a password-generating application that, among other features, allows users to set a list of money transfer recipients to make transfers without requiring another password-generating device. Also, we continued to expand our digital banking offerings by launching the new mobile application called MiInversion. This application serves as a portfolio management mobile platform for retail customers by enabling them to manage their investments in equity, fixed-income and mutual funds. Furthermore, we added new functionalities to these mobile applications by incorporating an On/Off service for credit and debit cards in case of theft, misplacement or other security issues detected by the user, authorization of web transactions with MiPass, biometric access to MiBanco through fingerprint, onsite payment in shops and commerce through MiPago, among other features. Likewise, we also added new functionalities by expanding our RedGiro service to permit our clients to perform transactions through their smartphones and added new functionalities to MiInversion, through which our customers are able to invest in time deposits while exchanging foreign currency. As of 2020, we have continued enhancing our mobile applications by improving existing functionalities.

 

The following table sets forth information regarding the evolution of the amount of transactions carried out by customers and non-customers in our diverse distribution channels, as of December 31, 2018, 2019 and 2020:

 

BANK’S MANAGEMENT INFORMATION SYSTEM  For the Year Ended December 31,  % Increase (Decrease) 
   2018   2019   2020   2018/2019   2019/2020 
    (in millions of transactions)          
Teller    40.3    36.6    20.4    (9.2)%   (44.2)%
ATMs    125.3    147.2    106.6    17.5    (27.6)
Website                         
Monetary Transactions    45.7    49.5    56.5    8.4    14.1 
Non-monetary transactions    307.0    356.1    391.5    16.0    9.9 
Mobile Banking    35.1    48.7    61.5    38.7    26.3 
Total    553.4    638.2    636.6    15.3%   (0.3)%

 

Competition

 

Overview

 

The Chilean market for banking and other financial services is highly and increasingly competitive and consists of various market sectors. The most important sector is commercial banking with total loans (excluding operations of subsidiaries abroad) representing 92.7% of the Chilean GDP as of December 31, 2020. As of the same date, the Chilean banking industry consisted of 18 banks, 17 of which were private sector banks and one state-owned bank, namely, Banco del Estado. As of December 31, 2020, the six largest Chilean banks accounted for approximately 87.2% of all outstanding loans granted by Chilean financial institutions (excluding operations of subsidiaries abroad): Banco Santander—Chile (18.5%), Banco de Chile (16.6%), Banco del Estado (14.4%), Banco de Crédito e Inversiones (“BCI”) (14.3%), Scotiabank (13.7%) and Banco Itaú-Corpbanca (9.8%).

 

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We face significant and increasing competition in all market segments in which we operate. As a comprehensive commercial bank that offers a wide range of services to all types of enterprises and individual customers, we deal with a variety of competitors, ranging from large private sector commercial banks to more specialized entities, such as “niche” banks. We also increasingly face competition, from non-banking companies like large department stores, private compensation funds, and saving and credit cooperatives with respect to some of our credit products, such as credit cards and consumer loans. Furthermore, in recent years and given the outstanding credit rating held by the country, as well as the liquidity observed in overseas markets, local middle market, corporations and multinational branches in Chile have increasingly replaced loans rendered by local banks with off-shore long-term debt. In addition, we face competition from other types of competitors, such as leasing, factoring and automobile financing companies (especially in lending products), as well as mutual funds, pension funds and insurance companies, within the market for savings and mortgage loans. Nevertheless, banks continue to be the main suppliers of leasing, factoring and mutual funds, while the insurance brokerage business has become an important component of the value offerings provided by banks.

 

Within the local banking industry, our primary competitors are the main private sector commercial banks in Chile, namely, Banco Santander—Chile, BCI, Scotiabank, and Itaú-Corpbanca. Nevertheless, we also face competition from Banco del Estado, a state-owned bank, which has a larger customer base than we do. Banco del Estado, which operates under the same regulatory regime as Chilean private sector banks, was the third largest bank in Chile as of December 31, 2020, with outstanding total loans of Ch$26,719,238 million, representing a 14.4% market share (excluding operations of subsidiaries abroad), according to data published by the CMF.

 

In the retail market, we compete with other private sector Chilean banks, as well as with Banco del Estado, which has a large individual customer base. Among private sector banks, we believe our strongest competitors in this market are Banco Santander—Chile, Scotiabank and BCI, as these banks have developed diversified business strategies focused on both small and medium-sized companies and lower to middle income segments of the Chilean population. In addition, we believe our strongest competitors in the high income individual segment are Banco Santander—Chile, Banco Bice and Banco Security, as these banks rely on specialized business models that provide wealth management and traditional banking services, as we do.

 

Historically, commercial banks in Chile have competed in the retail market against each other, and finance companies and department stores, with the latter two having traditionally been focused on consumer loans to low and middle-income segments. However, finance companies gradually disappeared between the 1990s and 2000s, as most of them merged into the largest commercial banks that dominate the Chilean banking industry today. Also, by the end of 1990s, the Chilean financial industry witnessed the rise of non-traditional banking competitors, such as large department stores. During the 2000s, these players gained increasing significance in the consumer lending sector, as they were permitted to issue financial products such as credit cards. Currently, there are two consumer oriented banks affiliated with Chile’s largest department stores: Banco Falabella and Banco Ripley. Although these banks had a combined market share (excluding operations of subsidiaries abroad) of only 2.1% as of December 31, 2020, according to the CMF, the presence of these banks is likely to make consumer banking more competitive over the next few years, especially within the lower income segment. As of December 31, 2020, consumer loans granted by Banco Falabella and Banco Ripley represented 11.7% and 2.8%%, respectively, of the total consumer loans rendered by the industry (excluding operations of subsidiaries abroad).

 

In the wholesale market, we believe our strongest competitors are also Banco Santander—Chile, BCI, Itaú-Corpbanca and Scotiabank. Similarly, we believe these banks are our most significant competitors in the small and medium sized companies’ business segment.

 

We also compete, mainly through our subsidiaries, with companies that offer non-banking specialized financial services in the high-income individuals segment and the middle market and corporate segment such as Larrain Vial, BTG Pactual, Moneda Asset and CrediCorp (formerly IM Trust), whose core businesses are stock brokerage, financial advisory and wealth management services. Other Chilean commercial banks also compete in these markets of specialized financial services, but they are less focused on such businesses.

 

The Chilean banking industry has experienced increased levels of competition in recent years from domestic as well as foreign banks. This phenomenon has triggered a consolidation wave within the industry and the creation of more comprehensive banking entities that participate in most of our markets. Consequently, banks’ strategies have been increasingly focused on reducing costs and improving efficiency standards in order to compete effectively with the larger banks. Although we are making our best efforts in order to operate within this competitive environment, we acknowledge that our income may decrease as a result of increasing competition.

 

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Mergers and Acquisitions

 

Regarding mergers and acquisitions events in the local banking industry, most of these transactions have involved international players seeking to participate in the local market.

 

In recent years, for example, in 2013 Corpbanca’s controlling shareholders announced their intention to sell part of their stake to a local or international player. On January 29, 2014, Corpgroup (the controlling shareholder of Corpbanca) accepted the bid of Brazil’s Itaú Unibanco, through which Itau merged its own Chilean and Colombian subsidiaries with Corpbanca. The merger was approved by the former SBIF in September 2015 and Banco Itaú Chile became Banco Itaú-Corpbanca. The merged company started operations on April 1, 2016. As of December 31, 2020, the merged bank, which adopted the brand name Banco Itaú Corpbanca, had a 9.8% market share, excluding operations of subsidiaries abroad.

 

In addition, consolidation and overseas expansion has emerged as a means of inorganic growth for local banks. For example, in 2012, Corpbanca, ranked fourth among Chilean private sector banks in terms of total loans as of December 31, 2011, acquired a former Santander Group’s subsidiary in Colombia and consolidated its balance sheet and results of operations beginning May 31, 2012. Also, by the end of 2012, Corpbanca made a bid for acquiring Helm Bank in Colombia. According to publicly available information, the bid process was completed and fully authorized by the former SBIF in July 2013 and Corpbanca started to consolidate the balance sheet of this new subsidiary beginning August 31, 2013. Given the merger between Banco Itaú Chile and Corpbanca in 2016, assets held by former Corpbanca subsidiaries in Colombia were integrated into the merged bank. Hence, as of December 31, 2020, loans associated with Banco Itaú-Corpbanca’s operations in Colombia amounted to Ch$4,384,706 million and represented 2.4% of the industry’s total loans.

 

Similarly, by the end of May 2013, BCI—the third largest private sector bank in Chile in terms of total loans as of December 31, 2020, with a 14.3% market share (excluding operations of subsidiaries abroad)—announced the acquisition of the City National Bank (CNB), headquartered in the United States. According to public information published by the former SBIF, the process was fully authorized and completed in October 2015. BCI started to consolidate the balance sheet on the same date. Furthermore, in December 2017, BCI—through CNB—announced its intention to acquire the 100% of Totalbank (based in the United States) shares from Banco Santander for an amount of approximately U.S.$530 million. This acquisition was formally completed in June 2018, resulting in BCI recording a notable increase in its international presence in terms of total loans. As of December 31, 2020, loans associated with BCI’s operation in the United States amounted to Ch$9,009,278 million and represented 4.8% of the industry’s total loans.

 

On December 5, 2017, it was publicly announced that BBVA formally accepted Scotiabank Chile’s bid to acquire 68.2% of BBVA Chile shares for an amount of approximately U.S.$2,200 million. In January 2018, Scotiabank requested the former SBIF’s authorization for this transaction, which was granted in March 2018. The merger was completed in September 2018 after receiving the approval of the former SBIF at the end of August 2018. As of December 31, 2020, the market share of the merged bank in terms of total loans was 13.7%, excluding foreign subsidiaries.

 

In addition, over the last three years, some of our banking competitors have acquired the lending business of certain non-banking credit card issuers, primarily related to credit cards, as permitted by the Chilean regulator since 2018. For example, on December 19, 2017, BCI agreed to acquire Walmart Chile Servicios Financieros for an amount of approximately U.S.$148 million. Walmart Chile Servicios Financieros managed two types of credit cards and had approximately 1.4 million credit card holders. The former SBIF approved this acquisition in November 2018. Similarly, on May 31, 2018, Promotora CMR Falabella S.A. merged into Banco Falabella. By means of this acquisition, Banco Fallabella added approximately 1.2 million credit account holders. The former SBIF approved this transaction in October 2018 and the integration process was fully completed in December 2018. As a result, as of December 31, 2018, Banco Falabella became the largest bank in Chile in terms of issued credit cards.

 

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On March 27, 2019 Banco Santander Chile announced that it had entered into an agreement with SKBergé Financiera S.A. to acquire a 49% of the ownership of Santander Consumer Chile S.A. for an amount of approximately Ch$59,063.5 million. Furthermore, on August 27, 2019, Banco Santander Chile’s controlling shareholders agreed at an extraordinary meeting to purchase an additional 2% of the ownership of Santander Consumer Chile S.A. for approximately Ch$3,100 million from Banco Santander S.A. (Spain), which is its parent company. Both transactions were approved by the CMF on November 15, 2019. The equity sale was completed on November 28, 2019. As a result of this transaction (51% equity shares of Santander Consumer Chile S.A), Banco Santander Chile entered into the auto-finance business and, since December 2019, has consolidated its balance sheet and results of operations into the bank. According to Banco Santander Chile, Ch$451 billion of consumer loans were added to its loan book as a result of this transaction.

 

In 2020, there were no changes in the industry’s composition.

 

Changes in Banking Players

 

During 2014 the Chilean banking industry witnessed the entry of new market players and changes in the ownership structure of certain competitors. By the end of August 2014, Banco International announced the intention of Inversiones la Construcción (“ILC”) to take control of the bank by acquiring a 50.1% stake from the controlling shareholder, “Baninter”. Banco Internacional is a small bank within the Chilean banking industry and is mostly focused on the wholesale banking segment. As of December 31, 2020, Banco Internacional’s loan book represented 1.1% of the total outstanding loans of the industry (excluding operations of subsidiaries abroad).

 

Furthermore, on May 30, 2014, the former SBIF authorized the existence and approved the bylaws of “Banco BTG Pactual Chile.” This bank, a Chilean subsidiary of Brazil-based bank BTG Pactual, was already operating in the Chilean financial industry since 2012, providing stock brokerage, mutual funds management and investment banking services. Banco BTG Pactual Chile received the final authorization to operate as a commercial bank on December 31, 2014 and officially started its commercial operations on January 23, 2015. As of December 31, 2020, the loan book of Banco BTG Pactual Chile represented only 0.6% of the total outstanding loans of the industry (excluding operations of subsidiaries abroad).

 

In 2016, Deutsche Bank Chile closed its operations in many Latin American countries including Chile. Deutsche Bank’s participation in the Chilean Banking industry accounted for 0.5% in terms of total assets as of December 31, 2015. Similarly, in 2018, the former SBIF approved Banco de la Nación Argentina’s request to close its business in Chile.

 

On the other hand, it is worth noting that since 2014 two Chinese banks have requested SBIF authorizations for starting operations in Chile. In May 2016, the China Construction Bank Corporation received final approval from the former SBIF to open a branch in Chile under the brand name “China Construction Bank, Agencia en Chile”. This was the first branch established by this bank in Latin America. Similarly, in November 2016, the Bank of China received provisional authorization and installation authorization from the former SBIF to open a branch in Chile under the brand name “Bank of China Limited”. Finally, on March 13, 2018 the former SBIF definitively authorized Bank of China to start operations in Chile under the brand name “Bank of China Limited”.

 

In March 2019, the Bank of Tokyo-Mitsubishi UFJ (“MUFG Bank, Ltd.”) informed the Chilean regulatory authorities that it would be ceasing its banking activities after 38 years of operation in Chile. According to the company, the decision was made for strategic reasons.

 

We expect these trends of increasing competition and consolidation to continue, particularly in connection with the formation of new large financial groups and the creation of new niche banks. Although we believe that we are currently large enough to compete effectively in all of our target markets, any further consolidation in the Chilean financial services industry may adversely affect our competitive position. We are working on developing and enhancing our competitive strengths to ensure our sustainability.

 

Below there is a set of tables and figures for the years ended December 31, 2018, 2019 and 2020 that show our position within the Chilean financial industry. The market information is set forth under Chilean GAAP as published by the CMF and—unless otherwise indicated—excludes data related to operations of subsidiaries abroad. Also, as a result of the merger between Scotiabank Chile and BBVA, figures for 2018, unless otherwise indicated have been computed on a pro forma basis.

 

 C: 

76

 

 

Balance Sheet

 

The following table sets forth certain statistical information on the Chilean financial system as of December 31, 2020, according to information published by the CMF under Chilean GAAP:

 

   As of December 31, 2020 
   (in millions of Ch$, except percentages) 
   Assets  

Loans(1)(2)

  

Deposits(2)

  

Equity(3)

 
CHILEAN GAAP:  Amount   Share   Amount   Share   Amount   Share   Amount   Share 
Private sector banks   Ch$269,019,684    83.5%  Ch$159,167,560    85.6%  Ch$116,405,640    77.8%  Ch$20,151,249    90.9%
Banco del Estado    53,119,292    16.5    26,719,238    14.4    33,157,313    22.2    2,019,095    9.1 
Total banking system   Ch$

322,138,976

    100.0%  Ch$

185,886,798

    100.0%  Ch$

149,562,953

    100.0%  Ch$

22,170,344

    100.0%

 

 

 

Source: CMF

(1)Loans to customers. Interbank loans are not included.
(2)Excludes operations of subsidiaries abroad.
(3)For purposes of this table, equity includes capital and reserves, net income for the period and provisions for minimum dividends.

 

Loans

 

We had total loans of Ch$30,936,968 million as of December 31, 2020, according to information published by the CMF under Chilean GAAP. The following table sets forth our market share and the market share of our principal private sector competitors in terms of total loans, as of the dates indicated, according to information published by the CMF under Chilean GAAP:

 

  

Total Loans(1)(2)(3)

 
CHILEAN GAAP:  As of December 31, 
    2018    2019    2020 
Banco Santander–Chile    18.3%   18.0%   18.5%
Banco de Chile    16.9    16.5    16.6 
Banco de Crédito e Inversiones    13.9    14.0    14.3 
Scotiabank    13.8    14.0    13.7 
Banco Itaú-Corpbanca    10.2    10.1    9.8 
Total market share    73.1%   72.6%   72.9%

 

Source: CMF

(1)Allowances for loan losses not deducted.
(2)Excludes operations of subsidiaries abroad.
(3)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

 C: 

77

 

 

Credit Quality

 

The following table sets forth the ratio of allowances to total loans of the largest private banks in Chile and of the Chilean financial system as a whole (including such banks) as of December 31, 2018, 2019 and 2020, according to information published by the CMF under Chilean GAAP:

 

  

Allowances to Total Loans(1)(2)

 
CHILEAN GAAP:  As of December 31, 
    2018    2019    2020 
Scotiabank    2.16%   2.11%   2.00%
Banco de Crédito e Inversiones    1.85    1.97    2.22 
Banco de Chile    2.17    2.28    2.41 
Banco Santander—Chile    2.63    2.73    2.84 
Banco Itaú-Corpbanca    3.10    3.36    3.99 
Financial system    2.46%   2.58%   2.73%

 

 

Source: CMF

(1)Includes operations of subsidiaries abroad.
(2)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

The following table sets forth the ratio of past due loans (90 days or more) over total loans for the largest private banks in Chile as of December 31, 2018, 2019 and 2020 on an individual basis, according to information published by the CMF under Chilean GAAP:

 

  

Past Due Loans to Total Loans(1)(2)

 
CHILEAN GAAP:  As of December 31, 
    2018    2019    2020 
Banco de Chile    1.09%   1.39%   0.97%
Banco de Crédito e Inversiones    1.37    1.36    1.18 
Banco Santander-Chile    2.09    2.05    1.41 
Scotiabank    1.66    1.90    1.47 
Banco Itaú-Corpbanca    2.10    2.82    2.23 
Financial system    1.91%   2.09%   1.59%

 

 

Source: CMF

(1)Past Due loans refer to loans 90 days or more past due, including installments that are overdue and the remaining amount of principal and interest.
(2)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

Deposits

 

We had total deposits (including demand deposits and time deposits) of Ch$24,066,770 million as of December 31, 2020, according to information published by the CMF under Chilean GAAP. The following table sets forth the market shares in terms of total deposits for private banks as of December 31, 2018, 2019 and 2020 on a consolidated basis, according to information published by the CMF under Chilean GAAP:

 

  

Total Deposits(1)(2)

 
CHILEAN GAAP:  As of December 31, 
    2018    2019    2020 
Banco Santander–Chile    17.1%   16.9%   16.8%
Banco de Chile    15.9    15.9    16.1 
Banco de Crédito e Inversiones    13.1    13.4    13.3 
Scotiabank    11.7    11.5    10.5 
Banco Itaú-Corpbanca    8.3    9.0    9.3 
Total market share    66.1%   66.6%   66.0%

 

 

Source: CMF

(1)Excludes operations of subsidiaries abroad.
(2)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

 C: 

78

 

 

Capital and Reserves

 

The following table sets forth year-end balances of capital and reserves for the largest private banks in Chile as of December 31, 2018, 2019 and 2020 according to information published by the CMF under Chilean GAAP:

 

  

Capital and Reserves(1)(2)(3)

 
CHILEAN GAAP:  As of December 31, 
    2018    2019    2020 
Banco de Crédito e Inversiones   Ch$3,181,307   Ch$3,510,669   Ch$3,672,487 
Banco de Chile    3,014,690    3,235,676    3.483,431 
Banco Itaú-Corpbanca    3,427,179    3,351,440    3,313,805 
Banco Santander - Chile    2,871,378    3,083,852    3,290,386 
Scotiabank   Ch$2,034,269   Ch$1,965,959   Ch$2,312,753 

 

 

Source: CMF

(1)Capital and Reserves equals to total equity before provisions for minimum dividends and net income for the period.
(2)Includes operations of subsidiaries abroad.
(3)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

Net Income attributable to equity holders

 

The following table sets forth the market shares in net income attributable to equity holders for private sector banks as of December 31, 2018, 2019 and 2020, according to information published by the CMF under Chilean GAAP:

 

   Net Income(1)(2) 
CHILEAN GAAP:  As of December 31, 
   2018   2019   2020 
Banco Santander—Chile    25.2%   21.8%   43.9%
Banco de Chile    25.3    23.4    39.3 
Banco de Crédito e Inversiones    16.9    15.9    26.9 
Scotiabank    4.6    10.0    23.4 
Banco Itaú-Corpbanca    7.3    5.0    (78.5)
Total Market Share    79.4%   76.1%   54.9%

 

Source: CMF

(1)Includes operations of subsidiaries abroad.
(2)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

Return on Capital and Reserves

 

The following table sets forth our return attributable to equity holders on capital and reserves and the returns attributable to equity holders on capital and reserves of our principal private sector competitors and the Chilean banking industry as a whole, in each case as of December 31, 2018, 2019 and 2020, according to information published by the CMF under Chilean GAAP:

 

  

Return on Capital and Reserves(1)(2)(3)

 
CHILEAN GAAP:  Year Ended December 31, 
   2018   2019   2020 
Banco Santander–Chile    20.6%   17.9%   15.7%
Banco de Chile    19.7    18.3    13.3 
Scotiabank    5.3    12.9    11.9 
Banco de Crédito e Inversiones    12.4    11.5    8.6 
Banco Itaú-Corpbanca    5.0    3.8    (27.9)
Financial System average    12.2%   12.5%   5.4%

 

 

Source: CMF

(1)Corresponds to net income attributable to equity holders divided by the year-end balance of Capital and Reserves.
(2)Includes operations of subsidiaries abroad.
(3)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

 C: 

79

 

 

Operating Revenues

 

The following table sets forth the market shares in terms of operating revenues for private banks as of December 31, 2018, 2019 and 2020, on a consolidated basis, according to information published by the CMF under Chilean GAAP:

 

  

Operating Revenues(1)(2)

 
CHILEAN GAAP:  As of December 31, 
   2018   2019   2020 
Banco de Crédito e Inversiones    15.5%   15.9%   17.1%
Banco Santander–Chile    18.1    16.3    17.1 
Banco de Chile    18.3    16.9    16.3 
Scotiabank    8.3    10.6    10.8 
Banco Itaú-Corpbanca    12.2    10.4    9.1 
Total Market Share    72.5%   70.1%   70.4%

 

 

Source: CMF

(1)Includes operations of subsidiaries abroad.
(2)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

Operating Margin

 

The following table sets forth the operating margins for private banks as of December 31, 2018, 2019 and 2020, on a consolidated basis, according to information published by the CMF under Chilean GAAP:

 

  

Operating Margin(1)(2)

 
CHILEAN GAAP:  As of December 31, 
   2018   2019   2020 
Banco de Chile    6.1%   5.7%   5.6%
Banco de Crédito e Inversiones    4.8    5.3    5.2 
Scotiabank(3)    3.4    5.5    5.1 
Banco Santander—Chile    5.6    5.2    5.1 
Banco Itaú-Corpbanca    5.1    2.6    3.8 
Financial System average    5.1%   5.2%   5.1%

 

 

Source: CMF

(1)Includes operations of subsidiaries abroad.
(2)Operating income divided by average interest earning assets.
(3)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

 C: 

80

 

 

Operating Expenses

 

The following table sets forth the market shares in terms of operating expenses for private sector banks as of December 31, 2018, 2019 and 2020, on a consolidated basis, according to information published by the CMF under Chilean GAAP: 

 

   Operating Expenses(1)(2) 
CHILEAN GAAP:  As of December 31, 
   2018   2019   2020 
Scotiabank    8.7%   11.0%   8.7%
Banco Santander—Chile    14.6    14.0    12.7 
Banco de Chile    16.2    15.7    13.0 
Banco de Crédito e Inversiones    16.5    16.5    15.3 
Banco Itaú-Corpbanca    14.3    12.8    24.0 
Total Market Share    70.3%   69.9%   73.6%

 

 

Source: CMF

(1)Includes operations of subsidiaries abroad.
(2)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

Efficiency

 

The following table sets forth the efficiency ratios of the largest private Chilean banks as of December 31, 2018, 2019 and 2020, according to information published by the CMF under Chilean GAAP:

  

   Efficiency Ratio(1)(2)(3) 
CHILEAN GAAP:  As of December 31, 
   2018   2019   2020 
Banco Santander–Chile   41.5%   42.0%   42.5%
Banco de Chile   45.3    45.2    45.5 
Scotiabank   54.0    50.5    46.4 
Banco de Crédito e Inversiones   54.5    50.6    51.0 
Banco Itaú-Corpbanca   60.2    59.9    151.0 
Financial System average   51.3%   48.8%   57.2%

 

 

Source: CMF

(1)Operating expenses divided by operating revenue.
(2)Includes operations of subsidiaries abroad.
(3)Scotiabank on pro forma basis for 2018 following the merger with BBVA Chile.

 

 C: 

81

 

 

REGULATION AND SUPERVISION

 

General

 

In Chile, only banks may maintain current accounts for their customers and, together with certain other specific non-banking financial institutions, may accept time deposits. The main authorities regulating financial institutions in Chile are the Financial Market Commission (“CMF”) and the Central Bank. Chilean banks are primarily subject to the General Banking Act and secondarily, to the extent not inconsistent with that law, the provisions of the Chilean Corporations Law governing publicly listed corporations, except for certain provisions that are expressly excluded. The Chilean banking regulatory system dates to 1925 and has been characterized by periods of substantial regulation and government intervention, as well as periods of deregulation. The most recent period of deregulation commenced in 1975 and culminated in the adoption of a series of amendments to the General Banking Act. In 2004, amendments to the General Banking Act granted additional powers to banks, including general underwriting powers for new issuances of certain debt and equity securities and the power to create subsidiaries to engage in activities related to banking, such as brokerage, investment advisory, mutual fund services, investment fund management, factoring, securitization products and financial leasing services. Prior to 2006, banks had the option of distributing less than 30% of their earnings as dividends in any given year, subject to approval of the holders of at least two-thirds of the bank’s common stock. In 2006, however, the General Banking Act was amended to eliminate this alternative. During the last years, several modifications to the General Banking Act were issued with the purposes of a gradual implementation of Basel III guidelines. For more information on recent modifications to the General Banking Act see “Item 4. Information on the Company—Regulation and Supervision— Modifications to the General Banking Act”.

 

Due to the integration and replacement of the SBIF into the CMF in June 2019, references herein that formerly applied to the SBIF will be mentioned hereinafter, interchangeably, as the “CMF”, “regulator”, “banking regulator” or “Chilean regulator”. For more information regarding the legal amendments that led to the replacement of the SBIF by the CMF, see both “Item 4. Information on the Company—Regulation and Supervision— The Financial Market Commission (CMF)” and “Item 4. Information on the Company—Regulation and Supervision— Modifications to the General Banking Act”.

 

The Central Bank

 

The Central Bank is an autonomous legal entity created under the framework of the Chilean Constitution. It is subject to its Ley Orgánica Constitucional (the “Organic Constitutional Law”) and the Chilean Constitution. To the extent not inconsistent with its Organic Constitutional Law or the Chilean Constitution, the Central Bank is also subject to general laws applicable to the private sector, but is not subject to the laws applicable to the public sector. The Central Bank is directed and administered by a board of directors composed of five members designated by the President of Chile, subject to Senate approval.

 

The legal purpose of the Central Bank is to maintain the stability of the Chilean peso and the orderly functioning of Chile’s internal and external payment systems. The Central Bank’s powers include setting reserve requirements, regulating the amount of money and credit in circulation, and establishing regulations and guidelines regarding financial companies, foreign exchange (including the Formal Exchange Market) and bank deposit-taking activities.

 

The Financial Market Commission

 

In accordance with modifications introduced in January 2019 to the General Banking Law, the CMF took over the authority previously vested on the SBIF and replaced it as the Chilean banking regulator in June 2019. For more information on such replacement and further amendments introduced to the General Banking Act, see “Item 4. Information on the Company—Regulation and Supervision—Modifications to the General Banking Act”.

 

The CMF was established in January 2018, pursuant to Law No. 21,000 and replaced the Superintendency of Securities and Insurance (“SVS”) and the SBIF. Specifically, the CMF must regulate, oversee, sanction and manage the operation, stability and development of the Chilean financial market by easing the participation of market agents while keeping public trust. In order to do so, the CMF must have an overall and systemic vision by protecting interests of investors and insured agents. The CMF also can impose sanctions on the supervised entities.

 

 C: 

82

 

 

The CMF is a professional and technical institution, led by a board of five members whose chairman is appointed by the Chilean Government. The CMF framework includes a special financial prosecutor who is responsible for identifying, investigating, and prosecuting potential infringements of the rules that govern the markets and industries regulated by the CMF. In addition to the powers formerly vested on the SBIF and the SVS, the CMF has additional powers that should improve the supervision of the Chilean financial markets while providing due process for regulated companies by incorporating new tools that promote the cooperation of companies purportedly involved with infringements of applicable rules.

 

By the end of 2020, the board of the CMF announced that, starting in 2021, its internal structure would move towards a “twin peaks” system, following recommendations from the International Monetary Fund (“IMF”). This means that the CMF’s structure, from January 2021 onwards, is divided into two sections depending on the supervisory and regulatory objects. One of these sections will exclusively address prudential/solvency regulation and supervision, while the other will focus on conduct regulation and supervision.

 

The CMF’s powers include the authority to require information of banking transactions of specific persons, even those subject to secrecy or confidentiality provisions; interception of all kind of communications and requesting telecommunication companies any communication transmitted or received by them, and order other public agencies to provide background information, even when such information is confidential or classified. These measures, among others, are subject to control and prior authorization of the Santiago Court of Appeal.

 

The CMF currently oversees the Chilean Financial Market (comprised of publicly traded companies, bank and financial institutions, insurance companies, insurance brokers, mutual funds and investment funds). As mentioned, based on several modifications to the General Banking Law, the CMF assumed the supervision and regulation of banking activities by replacing and assuming the powers of the SBIF.

 

Regarding the specific powers of the CMF related to banking regulation, this entity authorizes the creation of new banks and has broad powers to interpret and enforce legal and regulatory requirements applicable to banks and financial institutions. Furthermore, in cases of noncompliance with its legal and regulatory requirements, the CMF has the ability to impose sanctions. In extreme cases, it can appoint, with the prior approval of the board of directors of the Central Bank, a provisional administrator to manage a bank. It also has the mandate to approve any amendment to a bank’s bylaws or any increase in its capital.

 

The CMF examines all banks, usually at least once a year or more often if necessary under certain circumstances. Banks are required to submit unaudited financial statements to the CMF on a monthly basis and to publish their unaudited financial statements at least four times a year in a newspaper of national circulation. A bank’s financial statements as of December 31 of each year must be audited and submitted to the CMF together with the opinion of its independent auditors. Also, since 2017, banks are required by their regulator (i.e. until June 2019 by the SBIF and thereafter by the CMF) to include in mid-year financial statements (as of June 30 of every fiscal year) an auditor’s review statement in accordance with Chilean GAAP). In addition, banks are required to provide extensive information regarding their operations at various periodic intervals to the CMF.

 

Any person wishing to acquire, directly or indirectly, 10% or more of the share capital of a bank must obtain prior approval from the CMF. Without such approval, the holder will not have the right to vote such shares. The CMF may only refuse to grant its approval based on specific grounds set forth in the General Banking Act.

 

According to Article 35 of the General Banking Act, the prior authorization of the CMF is required for each of the following:

 

the merger of two or more banks;

 

the acquisition of all or a substantial portion of a bank’s assets and liabilities by another bank;

 

the control by the same person, or controlling group, of two or more banks; or

 

a substantial increase in the share ownership of a bank by a controlling shareholder of that bank.

 

 C: 

83

 

 

Such prior authorization may be granted or rejected by the CMF, which is further authorized to set rules or specific requirements on that regard.

 

Pursuant to the regulations of the CMF, the following ownership disclosures are required:

 

banks must disclose to the CMF the identity of any person owning, directly or indirectly, 5% or more of its shares;

 

holders of ADSs must disclose to the depositary the identity of beneficial owners of ADSs registered under such holders’ names;

 

the depositary must disclose to the bank the identity of beneficial owners of ADSs which the depositary has registered, and the bank, in turn, must disclose to the CMF the identity of the beneficial owners of the ADSs representing 5% or more of such bank’s shares; and

 

bank shareholders who individually hold 10% or more of a bank’s capital stock and who are controlling shareholders must periodically inform the CMF of their financial condition.

 

Our subsidiaries Banchile Corredores de Bolsa S.A., Banchile Administradora General de Fondos S.A., and Banchile Corredores de Seguros Ltda. are also supervised by the CMF.

 

Many of the amendments to the General Banking Act introduced in January 2019 involve regulation currently in the process of being implemented by the CMF and/or the Central Bank. For more information on the timeframe for such implementation of new banking regulations see “Item 4. Information on the Company—Regulation and Supervision— Modifications to the General Banking Act.”

 

Limitations on Types of Activities

 

Chilean banks can only conduct those activities expressly allowed by Article 69 of the General Banking Act, including among others, opening bank accounts, bond issuance, consumer and commercial (secured or unsecured) loan placements, consumer mortgages, engaging in financial derivatives, factoring and leasing activities, accepting deposits and, subject to certain limitations, making investments and performing financial services. Investments are restricted to real estate for the bank’s own use, gold, foreign exchange and debt securities. Through subsidiaries, banks may also engage in other specific financial service activities such as securities brokerage services, mutual fund management, investment fund management, foreign capital fund management, financial advisory, securitization and factoring activities. Subject to specific limitations and the prior approval of the CMF and the Central Bank, Chilean banks may own majority or non-controlling interests in foreign banks. The CMF and the Central Bank are allowed by the General Banking Act to dictate and issue ancillary regulation stating additional requirements for certain activities in which banks can engage.

 

Deposit Guarantee

 

According to the General Banking Act, local or foreign currency denominated deposits at banks or financial companies are insured as described below.

 

The Chilean Government guarantees up to 100% of the principal amount of the following deposits:

 

deposits in current accounts;

 

deposits in savings accounts of demand deposits;

 

other demand deposits; and

 

deposits in savings accounts with unlimited withdrawals.

 

The General Banking Act contemplates a current deposit guarantee for time deposits such that the principal amount of time deposits would be 100% guaranteed by the Chilean Government with a limit of UF 200 per person (approximately Ch$5.8 million or U.S.$ 8,167.0 as of December 31, 2020) in a single bank and UF 400 per person (approximately Ch$11.6 million or U.S.$ 16,333.9 as of December 31, 2020) in the Chilean banking system as a whole.

 

 C: 

84

 

 

Reserve Requirements

 

Deposits are subject to a reserve requirement of 9.0% for demand deposits and 3.6% for time deposits (with terms of less than one year). The Central Bank has statutory authority to increase these percentages to as much as 40% for demand deposits and as much as 20% for time deposits, to implement monetary policy.

 

In addition, Chilean banks must hold a certain amount of assets in cash or highly liquid instruments. This reserve requirement is equal to the amount by which the daily balance of demand deposits, net of clearing, exceeds 2.5 times the amount of the bank’s Regulatory Capital. Deposits payable on demand include the following:

 

deposits in current accounts;

 

other demand deposits or obligations payable on demand and incurred in the ordinary course of business;

 

saving deposits that allow unconditional withdrawals that bear a stated maturity; and

 

other deposits unconditionally payable immediately.

 

As of December 31, 2020, Banco de Chile fully complied with these reserve requirements.

 

In accordance with modifications introduced in January 2019 to the General Banking Act, if a Chilean bank or a foreign bank operating in Chile is defined to be a domestic-systemically important bank by the new regulator, it may be subject one or a combination of restrictions, including but not limited to, more restrictive reserve requirements. In this regard, the new banking framework establishes that under certain conditions a systemically important bank may be required to hold assets in cash or highly liquid instruments for the amount by which the daily balance of deposits payable on demand, net of clearing, exceeds 1.5 times the amount of the bank’s Regulatory Capital. On November 2, 2020, the CMF published the final regulation that establishes the methodology for determining systemically important banks in Chile under the Basel III framework. Requirements for systemically important banks could be imposed since March 2021 by the CMF based on the previously mentioned methodology and the guidelines defined by the General Banking Act. On March 31, 2021, the CMF announced that six local banks (including us) were designated as systemically important bank. However, as of the date of this annual report, we have not received notice about the amount of additional capital requirements or the systemic buffer that will be imposed on us.

 

For more information on this regulation and, further, on the timeframe for issuance and implementation of new banking regulation, see “Item 4. Information on the Company—Regulation and Supervision— 2019 Modifications to the General Banking Act.”

 

Minimum Capital

 

Under the General Banking Act, a bank must have a minimum paid in capital and reserves of UF 800,000 (Ch$ 23,256.3 million or U.S.$32.7 million as of December 31, 2020). However, a bank may begin its operations with 50% of such amount, provided that it has a Regulatory Capital ratio (defined as Regulatory Capital as a percentage of risk weighted assets) of not less than 12%. When such a bank’s paid in capital reaches UF 600,000 (Ch$ 17,442.2 million or U.S.$24.5 million as of December 31, 2020), the Regulatory Capital ratio requirement is reduced to 10%.

 

As of December 31, 2020, Banco de Chile fully complied with such minimum capital requirements.

 

Capital Adequacy Requirements

 

According to the General Banking Act, each bank should have Regulatory Capital (or Total Capital) of at least 8% of its risk-weighted assets, net of required allowances. This percentage may be increased by the regulators according to what has been previously stated.

 

 C: 

85

 

 

Banks should also comply with a leverage ratio, which means Basic Capital (Common Equity Tier 1) of at least 3% of their total assets, net of required allowances.

 

Some banks, however, given specific characteristics and based on the judgement of the CMF, may be required to fulfill stricter thresholds in terms of capital adequacy. This is the case of Banco de Chile, which is subject to a Regulatory Capital (or Total Capital) ratio of at least 10% on risk-weighted assets. Nonetheless, in terms of the leverage ratio, Banco de Chile is required to comply with the same limit imposed on the whole banking system.

 

As of December 31, 2020, Banco de Chile fully complied with such capital adequacy requirements by holding a Regulatory Capital ratio of 16.0% on risk-weighted assets and a leverage ratio of 7.6%.

 

Capital requirements for Chilean banks and foreign banks operating in Chile will gradually change over the next years in accordance with modifications introduced in January 2019 to the General Banking Act. For further information as to when or how these modifications will go into effect, please see “Item 4. Information on the Company—Regulation and Supervision—Modifications to the General Banking Act.”

 

The terms Regulatory Capital and Basic Capital are defined under “Presentation of Financial Information” at the beginning of this annual report.

 

Modifications to the General Banking Act

 

The Ministry of Finance submitted a bill to the Chilean Congress on June 12, 2017, modifying the General Banking Act in numerous aspects. The bill was passed by the Congress on October 3, 2018 and, following that, Law No. 21,130 (Modernization of Banking Legislation) was enacted on December 27, 2018 and published on January 12, 2019.

 

The legal framework incorporated by this amendment to the General Banking Act (Decreto con Fuerza de Ley No. 3) addresses four main topics on banking regulation and supervision, as follows:

 

Adoption of Basel III guidelines on capital adequacy. Under this modification, new minimum capital requirements levels in line with the main standards of Basel III Pillar 1 which must be fulfilled by Chilean banks, considering a phased-in transition from Basel I lasting four years after the specific regulatory framework is issued by the regulator. Likewise, the new legal framework establishes additional potential capital requirements associated with Pillar 2 of Basel III for those Banks having objective deficiencies in terms of coverage and management of banking-related risks. The phase-in period for the transition from Basel I to Basel III was expected to be completed in four years after the new specific banking framework was issued by the regulator, which was originally expected to start in December 2020, when capital requirements would be in place. However, in light of the COVID-19 pandemic in Chile, in March 2020 the CMF introduced modifications to the Basel III initial schedule by postponing Basel III requirements associated with risk-weighted assets from December 2020 to December 2021. Similarly, the phase-in periods for the systemic and conservation buffers were delayed by one year, now starting in December 2021, although the systemic buffer will start at zero in December 2021, which could gradually increase overtime with the exception of those banks that already had an additional capital requirement according to Article 35 of the General Banking Act. Also, regulatory capital adjustments were postponed one year, now starting in December 2022. Given the changes made to the original schedule, no additional capital requirements will be imposed on local banks before December 2021.

 

 C: 

86

 

 

According to the phase-in period set in the modifications, within the 18 months following the integration of the former SBIF into the CMF, specific regulation for the implementation of Basel III must be issued by the CMF. Since May 2019, the CMF began the publication for comment in respect of their rule-making on a diverse and wide array of topics associated with Basel III. By December 2020, 11 out of 12 final rules had been issued by the CMF. The rules already in place, that are part of the Recopilación Actualizada de Normas (RAN) Compendium of the CMF, are related to:

 

a.The guidelines for calculation and composition of regulatory capital for banks (RAN 21-1), are as follows:

 

1.Common Equity Tier 1 or CET1 Capital: comprised by (i) paid-in capital related to common shares, (ii) stock surplus (share premium) resulting from the issuance of instruments included in CET1, (iii) reserves whether they come from net income, depreciation or expiration of perpetual bonds or not, (iv) accumulated other comprehensive income related to financial instruments measured at fair-value, (v) retained earnings or losses, net of provisions for minimum dividends, appreciation of perpetual bonds or interests/dividends paid on financial instruments issued for capital adequacy purposes, and (vi) minority interest. The CET1, however, is subject to a set of adjustments that include: (i) minority interest, (ii) goodwill and intangible assets, (iii) deferred tax assets (not related to temporary differences), (iv) accumulated other comprehensive income related to cash flow hedge accounting derivatives, (v) insufficiency of credit risk allowances when using internal methodologies for risk weighted assets, (vi) earnings from the sale of securitized assets, (vii) accumulated gains or losses from changes in own issuer risk related to financial liabilities measured at fair value (such as debit value adjustment for derivatives), (viii) assets related to pension plans for staff, (ix) investments in own assets, (x) significant and not significant investments, and (xi) threshold adjustments in line with Basel III. CET1 Capital that (for compliance with minimum levels) must equal to at least 4.4% of risk-weighted assets;

 

2.Additional Tier 1 Capital or AT1: comprised of perpetual bonds and preferred stocks that (for compliance with minimum levels) must be equal to at least 1.5% of risk-weighted assets, once the CET1 minimum requirements have been fulfilled. Instruments issued by banks’ subsidiaries do not get counted for these purposes;

 

3.Tier 1 Capital or T1: the sum of CET1 and AT1;

 

4.Tier 2 Capital: comprised of (i) subordinated bonds of up to 50% of CET1 Capital, excluding subordinated bonds issued by banks’ subsidiaries, and (ii) voluntary provisions of up to 1.25% of credit risk-weighted assets if computed by standardized method or 0.625% if computed by internal method. Tier 2 capital may be computed (for compliance of minimum levels) up to 2.0% of risk-weighted assets, once fulfilled the Tier 1 Capital minimum requirements;

 

b.Conditions to be fulfilled for the issuance of financial instruments representing AT1Capital (RAN 21-2) as mentioned above, while permitting a temporary substitution of AT1 Capital with T2 Capital for the maximum portion of 1.5% of risk weighted assets starting December 1, 2020, decreasing by 0.5% per year until reaching zero;

 

c.Conditions to be fulfilled for the issuance of financial instruments representing Tier 2 capital (RAN 21-3), to be computed as part of total regulatory capital;

 

d.A comprehensive framework for determination of credit risk-weighted assets for banks under both a standardized methodology and internal models (RAN 21-6);

 

e.A standardized framework for determining market risk-weighted assets for the trading book (RAN 21-7), including risks not previously considered, such as stock market risk, commodity risk and issuer risk for fixed-income assets. Similarly, the framework does not consider internal models or fundamental review of the trading book, which would be analyzed by the CMF in the future;

 

 C: 

87

 

 

f.A standardized methodology for determining operational risk-weighted assets of banks (RAN 21-8), with no ability to apply internal models;

 

g.Additional requirements of CET1 capital for banks (RAN 21-12), including both the conservation buffer equivalent to 2.5% of risk-weighted assets and the countercyclical buffer of up to 2.5% of risk-weighted assets;

  

h.A methodology for determining systemically important banks or groups of banks (RAN 21-11), including a relationship between the qualifications obtained by means of the methodology and the corresponding capital requirement. This capital requirement could range from 1.0% to 3.5% of risk-weighted assets and it should be met with common equity Tier 1, while imposed by the CMF in agreement with the Central Bank. The characteristic of systemically important bank could also translate into add-ons to the leverage ratio requirement and other restrictions, such as an increase in reserve requirements (from the excess of demand deposit balances over 2.5 times the regulatory capital to 1.5 times the regulatory capital) and a decrease in the portion of interbank loans that a systemically important bank can have (from 30% to 20%), among others;

 

i.A framework for the calculation of leverage ratio (RAN 21-30), which considers a minimum level of 3.0% on total risk assets, although add-ons could be imposed by the CMF to systemically important banks for an amount of up to 50% of the systemic buffer imposed for CET1, T1 and regulatory capital indicators;

 

j.The Pillar 2 framework (RAN 21-13 and amendments to the current RAN 1-13) for the regulatory review process, which establishes a set of requirements associated with the infrastructure, processes and governance that banks should comply with in order to ensure proper capital and risk management protocols. Pillar 2 includes other-than-Pillar-1 risks to be addressed by banks, such as interest rate risk of the banking book (IRRBB), concentration risk, strategic risk and reputational risk, among others, that the bank could consider relevant. Also, Pillar 2 incorporates the obligation for banks to carry out stress tests for relevant risk while incorporating their results for capital management purposes. Under Pillar 2, a bank will be subject to closer supervision as long as it is defined as an “atypical” bank, i.e. if its long-term IRRBB exceeds 15% of the Tier 1 capital. Also, Pillar 2 empowers the CMF to impose additional capital requirements of up to 4.0% of risk-weighted assets if it believes that a bank presents signs of a weak risk management approach or insufficient risk coverage; and

 

k.Pillar 3 disclosure requirements related to information to be disclosed by banks in relation to their risk and capital management, which will be filed on a quarterly basis, in conjunction with financial statements, or separately. Although not associated with Pillar 3, the CMF has also reinforced its current information system, defining new reports on Basel III metrics, most of them staring July 2021.

 

There is only one piece of regulation pending of issuance by the CMF, which is the specific ruling associated with limits to significant exposures (Article N°83 of General Banking Act). Although this rule should have been issued by January 2021, the Chilean regulator has not informed us as to when it would be available for banks. Also, the methodology to activate or deactivate the countercyclical buffer, to be defined by the Central Bank and monitored by the CMF, is still pending.

 

Furthermore, in accordance with the modifications to the General Banking Act, the authorization and/or report from the Central Bank will be necessary for the implementation of several Basel III capital adequacy guidelines set forth in these modifications, such as the systemic buffer (to be defined by the CMF once agreed with the Central Bank) and the countercyclical buffer, which will rely on a methodology defined by the Central Bank while its activation will be in agreement with the CMF. On the other hand, Pillar 2 buffers, if any, will be defined exclusively by the CMF with agreement of the council.

 

The new capital requirements are as follows:

 

ØCommon Equity Tier 1 (“CET1”) above 4.5% of risk-weighted assets;

 

ØTier 1 = Common Equity Tier 1 + Additional Tier 1 (“AT1”) above 6.0% of risk-weighted assets;

 

ØTier 1 + Tier 2 above 8.0% of risk-weighted assets;

 

ØConservation Buffer of 2.5% of risk-weighted assets;

 

ØCountercyclical Buffer of up to 2.5% of risk-weighted assets;

 

ØSystemically-Important Banks (D-SIB) Buffer in the range of 1.0% to 3.5% of risk-weighted assets;

 

ØPillar 2 Buffer of up to 4.0% of risk-weighted assets.

 

 C: 

88

 

 

These thresholds, with exception of Pillar 2, will be required to be fulfilled with CET1 capital. However, the Pillar 2 buffer, if any, could be met with CET1 capital, AT1 capital (perpetual bonds or preferred stocks) or Tier 2 Capital (subordinated bonds or disclosed reserves) according to the bank’s actual capital structure. The adoption of these regulatory thresholds was initially to be phased-in during a four-year period starting December 1, 2020. However, as a result of the COVID-19 pandemic, the phase-in period was postponed twelve months, starting December 2021. As of the date of this annual report, neither the countercyclical nor the Pillar 2 buffers had been established by banking regulators.

 

Changes to the governance of the banking regulator. According to these modifications and timeframe for implementation, the SBIF was abolished and all of its powers, authority and personnel were transferred to the CMF. The CMF oversees the local banking business since June 2019. This means that the local supervision model changed from a specific regulator to an integrated supervision model where the regulator’s oversight extends to the financial market as a whole, including the securities market, insurance companies and brokers and the banking industry. For further information on the description of this new banking regulator, see “Item 4. Information on the Company—Regulation and Supervision—The Financial Market Commission.”

 

Establishment of a new banking resolution regime for the Chilean banks in the case of insolvency. The new banking framework outlines specific actions to be taken under scenarios of insolvency or signs of financial distress. In this regard, the General Banking Act, as modified, establishes the possibility of undertaking an early regularization plan in case of signs of financial weakness, capitalization in the form of loans to be granted by other banks or forced liquidation in case of insolvency. For each scenario, the appointment of a delegated inspector, a provisional administrator or a liquidator, among other elements, are introduced. For further information on the description of this new regime, see “Item 4. Information on the Company—Regulation and Supervision—Legal Provisions Regarding Banking Institutions with Economic Difficulties.”

 

The modifications to the General Banking Act also address other matters such as increased deposit insurance for time deposits, stricter requirements for members of banks’ boards of directors, changes in relation to confidential information of bank customers, among others. With regards to confidentiality of customers, certain conditions of access to information subject to banking secrecy are required, upon special request of the Financial Analysis Unit (responsible for watching anti-money laundering activities) in the case of an investigation or prosecution.

 

Market Risk Regulations

 

In September 2005, new regulations for measuring market risks (e.g., price and liquidity risks) were introduced by the banking regulator, establishing standardized methodologies based on Basel Market Risk Measurement models for measuring and reporting price risks. These methodologies allow local banks to determine interest rate, foreign exchange (“FX”) and options risks (for FX and interest rate transactions) taken in both their trading and accrual books. Additionally, this entity provided funding liquidity risk measurements standards which included the alternative to model the maturity tenor of some balance sheet items following behavioral assumptions.

 

The trading book is composed of portfolios of debt and equity instruments that have a liquid secondary market and therefore their valuation at market prices and the corresponding profit and losses impact is representative of market conditions. In addition, all derivative transactions and the FX mismatches are also part of the trading book. The accrual book comprises all of the asset and liability balance sheet items that are not part of the trading book.

 

 C: 

89

 

 

The regulation provides that 8% of the sum of the credit risk-weighted assets and the price risk of the trading book may not be higher than Regulatory Capital. In light of the merger between Banco de Chile and Banco A. Edwards in 2002, the SBIF raised the requirement of credit risk-weighted assets for us from 8% to 10%. As of December 31, 2020, the price risk of our trading book totaled Ch$91,039 million. Based on this amount, the following table shows our regulatory risk availability, computed as the difference between the Total Risk, composed of credit risk (or 10% of our risk-weighted assets) and market risk (or trading book price risk) and our Regulatory Capital, as of December 31, 2020:

 

   As of December 31, 2020 
   (in millions of Ch$, except percentage) 
(a) 10% risk-weighted assets   Ch$3,056,657 
(b) Trading book price risk    91,039 
(c = a + b) Total Risk    3,147,696 
(d) Regulatory Capital    4,878,500 
(e = d – c) Risk Availability   Ch$

1,730,804

 
(f = c/d) Use of Regulatory Limit (as a % of Regulatory Capital)    64.5%

 

As part of the new regulations associated with the implementation of Basel III, the standardized model for measuring the price risk of the trading book was modified by the CMF and will begin to be reported by banks for market risk and capital management purposes beginning in July 2021. Under the new methodology, the price risk of the trading book would have been Ch$109,304 million as compared to the Ch$91,039 million presented in the table above. Under this new approach, the use of the regulatory limit (see table above) would have been 64.9%.

 

Interest rate risk generated by the accrual book is measured against a self-imposed (internal) limit equal to the lesser of 12-month rolling net revenues and our Basic Capital.

 

In June 2006, the banking regulator introduced new regulations relating to (i) the valuation process of debt instruments and (ii) the measurement and reporting of credit risk generated by derivative transactions.

 

Prior to June 2006, the banking regulator allowed banks to classify debt instruments for accounting and business purposes as either “Trading” or “Held-to-Maturity” only. Starting in June 2006, a new alternative classification was added (“Available-for-Sale”). No changes to the classification system have occurred since June 2006.

 

Credit risk for derivative transactions, for regulatory purposes, must be measured and reported as:

 

Derivatives Credit risk = Current Mark-to-Market (if positive) + Credit Risk Factor (%) * Notional Amount

 

The Current Mark-to-Market (“CMTM”) of the transaction, if positive, reflects the amount of money owed by the counterparty today, e.g. corresponding to the amount the counterparty would pay us if the transaction were unwound today. As we are interested in measuring the maximum amount of money that the customer would owe us within the life of the transaction, the maximum potential future value of the transaction is added to the CMTM. This potential value is measured as the Credit Risk Factor multiplied by the Notional Amount. Hence, the Credit Risk Factor reflects the potential value that the transaction may take in favor of the bank (under some confidence level) within its remaining tenor. The regulator determines the Credit Risk Factor by considering market factors (three categories: interest rates, FX rates or equity prices) involved in the respective transactions and the remaining tenor. In addition, banks usually develop their own Credit Risk Factors models to assess credit risk not only under regulatory guidelines. Netting and credit mitigation schemes, such as recouping, early termination, margins, etc. have been allowed by regulators so that banks can better manage their credit risk.

 

In 2018 amendments to Chapters 12-1 and 12-3 of Recopilación Actualizada de Normas (the Revised Compilation of Norms) were introduced by our regulator in order to set specific guidelines for calculation of risk-weighted assets associated with derivative instruments for capital adequacy purposes, specifically for those derivative contracts cleared and settled through a Central Counterparty Entity (CCP). Likewise, the amendments include general clarifications on the treatment of operations with intermediate settlement and the calculation of guarantees. In brief, the regulatory amendment establishes a risk-weighting of 2% over the amount of Derivatives Credit Risk, as defined above for regulatory purposes, for those derivative contracts cleared through a CCP. Also, due to the original interbank nature of the derivative instruments, exposures to CCPs are considered to be subject to the 30% limit on regulatory capital, as defined above.

 

 C: 

90

 

 

Liquidity Risk Regulations

 

The guidelines for measuring liquidity risk are mainly focused on constructing an expected cash flow analysis for the following 30 and 90 days, broken down by currency. Net outflows may not exceed the amount of our Basic Capital (Common Equity Tier 1 Capital) for the following 30 days or two times that amount for the following 90 days. Subject to approval of the CMF, the cash flow analysis may include behavioral run-off assumptions for some specific liability balance sheet items (demand deposits, time deposits, etc.) and behavioral roll-over assumptions for some asset items of the consolidated statement of financial position (loans, etc.). This guidance is also known as the C46 index, effective since 2015.

 

In March 2016, the Chilean regulator began to require C47 and C48 reports for informational purposes only (no limits were required at that point). The C47 report focuses on liabilities analysis from the concentration, maturity and renewal perspectives. On the other hand, the C48 report gauges Liquidity Coverage Ratio (“LCR”) and Net Stable Funding Ratio (“NSFR”), aligned with the Basel framework for these purposes. Also, on May 4, 2018 the Central Bank published for comment an amendment to Chapter III.B.2.1 of Compendio de Normas Financieras (the Compendium of Financial Norms) by which this regulator outlines the main guidelines for banks to follow in order to measure and control their liquidity position. This amendment is primarily focused on establishing a minimum requirement for the LCR, considering a phase-in period of five years, starting at 60% in 2019 and reaching the final limit of 100% in 2023 (with annual increments of 10% between 2019 and 2023).

 

Aligned with this new framework, on October 2, 2018 amendments to Chapter 12-20 of Recopilación Actualizada de Normas (which addresses the management and measurement of banks’ liquidity position) were published by the banking regulator for comment while establishing a new report on liquidity matters (C49) intended to refine the measurement of the LCR and the NFSR as defined by the current C48 report. Overall, the new framework: (i) introduces some adjustments to the formulae used to compute high-quality-liquid-assets for the LCR, (ii) clarifies the treatment of derivatives on the measurement of a bank’s liquidity position, (iii) widens the extent of some liability concentration metrics and (iv) specifies that only accrued interest, rather than total interest, must be considered for the NSFR calculation, among other topics. On December 28, 2018 Circular No. 3,585 was endorsed by circular No. 3,644 by which the regulator established April 4, 2019 as the date that Chilean banks must start the submission of C49 report and comply with the LCR limit of 60% determined by the Central Bank. Even though the C49 report was expected to replace the C48 report in the short-term, they continued to be submitted jointly, as the regulator is calibrating both reports.

 

In terms of liquidity regulatory limits, they are, as follows:

 

For C46 index, mismatches between modeled cash inflows and cash outflows over 30-day and 90-day periods must not exceed one time and two times the amount of Basic Capital (or Common Equity Tier 1 capital) held by any bank, respectively.

 

For the C47 report there is no regulatory limit, as it only characterizes the liability structure of banks.

 

For C48 and C49 reports, the LCR must exceed a regulatory limit of 70% as of December 31, 2020, which will increase ten percentage points every year to reach 100% in 2023. NSFR, instead, is not subject to any limit.

 

As of December 31, 2020, the Bank fully complied with all minimum liquidity requirements.

 

Further, in view of the COVID-19 outbreak, on March 30, 2020 the Central Bank announced a bundle of measures in order to ensure liquidity within the financial system. Among these measures, the Central Bank proposed to suspend the regulatory thresholds associated with C46 index (cash flows mismatches) for a 90-day timeframe, although report requirements remain for banks during that period. Similarly, the Central Bank also announced that the regulatory limit for C48 (70% for 2020) will be eased if required. For more information, see “Item 5. Operating and Financial Review and Prospects—Operating Results—Impacts of COVID-19 in 2020” and “Item 5. Operating and Financial Review and Prospects—Trend Information.”

 

Lending Limits

 

Under the General Banking Act, Chilean banks are subject to certain lending limits, including the following material limits:

 

A bank may not extend to any entity or individual, directly or indirectly, unsecured credit in an amount that exceeds 10% of the bank’s Regulatory Capital, or in an amount that exceeds 30% of its Regulatory Capital if the excess over 10% is secured by certain assets with a value equal to or higher than such excess.

 

 C: 

91

 

 

In the case of financing infrastructure projects built through the concession mechanism, the 10% ceiling for unsecured credits is raised to 15% if secured by a pledge over the concession, or if granted by two or more banks or financial companies which have executed a credit agreement with the builder or holder of the concession.

 

A bank may not extend loans in an aggregate of 30% of its Regulatory Capital to a group of persons or entities belonging to the same holding group (grupo empresarial) as defined in the Securities Market Act.

 

A bank may not extend loans to another financial institution subject to the General Banking Act in an aggregate amount exceeding 30% of its Regulatory Capital.

 

A bank may not extend to any individual or entity that is, directly or indirectly, related to the ownership or management of the bank, credit under more favorable terms with respect to repayment conditions, interest rates or collateral than those granted to third parties in similar transactions. The aggregate amount of such credits granted to related persons may not exceed 5% of the bank’s Regulatory Capital. The 5% unsecured ceiling is raised to 25% of the bank’s Regulatory Capital if the excess over 5% is secured by certain assets with a value equal to or higher than such excess. In any case, the aggregate amount of these credits granted by the bank may not exceed the bank’s Regulatory Capital.

 

A bank may not directly or indirectly grant a loan, the purpose of which is to allow an individual or entity to acquire shares of the lender bank.

 

A bank may not lend, directly or indirectly, to a director or any other person who has the power to act on behalf of the bank.

 

A bank may not grant loans to related parties (including holders of more than 1% of its shares or 5% of its shares if these are actively traded stocks) on more favorable terms than those generally offered to non-related parties. Loans granted to related parties are subject to the limitations above. The aggregate amount of loans to related parties may not exceed a bank’s Regulatory Capital.

 

As of December 31, 2020, the Bank fully complied with the lending limits established by the General Banking Act.

 

Classification of Banks

 

The CMF regularly examines and evaluates each bank’s solvency and credit management process, including its compliance with loan classification guidelines. On the basis of this evaluation, it classifies banks into various categories.

 

Solvency and Management

 

Banks are classified into categories “I” through “V” based upon their solvency and management ratings. This classification is confidential.

 

Category I: This category is reserved for financial institutions that have been rated level A in terms of solvency and management.
   
Category II: This category is reserved for financial institutions that have been rated (i) level A in terms of solvency and level B in terms of management, (ii) level B in terms of solvency and level A in terms of management, or (iii) level B in terms of solvency and level B in terms of management.
   
Category III: This category is reserved for financial institutions that have been rated (i) level B in terms of solvency and level B in terms of management for two or more consecutive review periods, (ii) level A in terms of solvency and level C in terms of management, or (iii) level B in terms of solvency and level C in terms of management.

 

 C: 

92

 

 

Category IV: This category is reserved for financial institutions that are rated level A or B in terms of solvency and have been rated level C in terms of management for two or more consecutive review periods.
   
Category V: This category is reserved for financial institutions that have been rated level C in terms of solvency, irrespective of their rating level of management.

 

A bank’s solvency rating is determined by its Regulatory Capital (after deducting accumulated losses during the financial year) to risk-weighted assets ratio. This ratio is equal to or greater than 10% for level A banks, equal to or greater than 8% and less than 10% for level B banks and less than 8% for level C banks. However, this criteria is expected to be revised by the new regulator once new capital requirements set forth in the recent modifications to the General Banking Law are implemented. For more information on these new rules on capital requirements and the timeframe for implementation, see “Item 4. Information on the Company—Regulation and Supervision— New Modifications to the General Banking Act.”

 

With respect to a bank’s management rating, level A banks are those that are not rated as level B or C. Level B banks display some weakness in internal controls, information systems, response to risk, private risk rating or ability to manage contingency scenarios. Level C banks display significant deficiencies in internal controls, information systems, response to risk, private risk rating or ability to manage contingency scenarios.

 

In addition, the Circular No. 3,612 establishes a set of guidelines and good practices to be considered by banks in the management of business continuity risks, taking into account the volume and complexity of their operations. The corresponding adherence to these practices will be considered in the management evaluation “Solvency and Management Classification” carried out by the CMF.

 

Obligations Denominated in Foreign Currencies

 

Foreign currency-denominated obligations of Chilean banks are subject to two requirements:

 

a reserve requirement of 9% for demand deposits and 3.6% for time deposits (see “—Reserve Requirements”); and

 

net foreign currency outflows may not exceed the amount of the Basic Capital for the following 30 days or two times that amount for the following 90 days.

 

Capital Markets

 

Under the General Banking Act, banks in Chile may purchase, sell, place, underwrite and act as paying agents with respect to certain debt securities. Likewise, banks in Chile may place and underwrite certain equity securities. Bank subsidiaries may also engage in debt placement and dealing, equity issuance advice and securities brokerage, as well as mutual fund and investment fund administration, factoring, investment advisory services and merger and acquisition services. The CMF regulates these subsidiaries.

 

Legal Provisions Regarding Banking Institutions with Economic Difficulties

 

The General Banking Act provides that if specified adverse circumstances exist at any bank, it must promptly inform the CMF and must shortly present them an early regularization plan duly approved by its board of directors. If the plan is approved by the CMF, which may also require additional measures, the bank must report periodically to the regulator regarding the implementation of such plan. All the communications between a bank with economic difficulties and the CMF regarding this matter are reserved. If, among the measures addressed by the early regularization plan, a capital increase is required, the board of directors must call for an extraordinary shareholders meeting setting forth the conditions of such capital increase, which must be approved by the banking regulator. Another measure that may be included in the early regularization plan is that the bank may receive a loan of up to three-year term from other bank(s). The terms and conditions of such loan must be approved by the board of directors of both banks, as well as by the banking regulator, but need not be submitted to the borrowing bank’s shareholders for their approval. A creditor bank may not grant such interbank loans to an insolvent bank in an amount exceeding 25% of the creditor bank’s Regulatory Capital. Such loan may only be repaid if the borrowing bank complies with certain capital requirements. If this loan is not repaid timely, the General Banking Law provides the possibility that such loan may be capitalized by the lending banks in the form of equity of the borrowing bank.

 

 C: 

93

 

 

The CMF may further impose certain prohibitions to banks with economic difficulties such as prohibitions on granting loans to related parties, renewing any loan in excess of 180 days, releasing guarantees, acquiring or selling certain assets, granting unsecured loans, investing in any securities other than instruments issued by the Central Bank or by the Chilean Treasury, among others. Furthermore, if the bank with economic difficulties does not present an early regularization plan (or if it is unfulfilled or breached by this bank, among other reasons provided by the General Banking Act), the banking regulator may appoint a delegate inspector to oversee the bank’s operations or a provisional administrator (appointment to be approved by the Central Bank as well) who will take over the powers and authority of the bank’s board of director and chief executive officer; however, the provisional administrator authority is limited to the extent provided by the General Banking Act and should always be in line with the interests of depositors, creditors and those of the general public related to financial stability.

 

Dissolution and Liquidation of Banks

 

The banking regulator may establish that a bank should be liquidated for the benefit of its depositors or other creditors when the bank does not have the necessary solvency to continue its operations. In which case, the CMF must revoke the bank’s authorization to exist and order its mandatory liquidation, subject to the agreement of the Central Bank. The General Banking Act establishes certain criteria by which it will be deemed that a bank does not have the necessary solvency or that the safety of its depositors may be jeopardized, such as when it does not reach certain minimum or regulatory capital thresholds, upon aggregate and consecutive losses, when urgency credits with the Central Bank are due and when it has suspended the repayment of its obligations. The resolution of the banking regulator must state the reason for ordering the liquidation and must name a liquidator. When a liquidation is declared, all current accounts, other demand deposits received in the ordinary course of business, other deposits unconditionally payable immediately or that have a maturity of no more than 30 days, and any other deposits and receipts payable within 10 days of its maturity date, are required to be paid by using the bank’s existing funds, its deposits with the Central Bank, or its investments in instruments that represent its reserves. If these funds are insufficient to pay these obligations, the liquidator may seize the bank’s remaining assets, as needed. If necessary, and in specified circumstances, the Central Bank will lend the bank the funds necessary to pay these obligations. Any such loans are preferential to any claims of other creditors of the liquidated bank.

 

Investments in Foreign Securities

 

Under current Chilean banking regulations, banks in Chile may grant loans to foreign individuals and entities and invest in certain foreign currency securities. Chilean banks may only invest in equity securities of foreign banks and certain other foreign companies which may be affiliates of the bank or which would support the bank’s business if such companies were incorporated in Chile. Banks in Chile may also invest in debt securities traded in formal secondary markets. Such debt securities shall qualify as (i) securities issued or guaranteed by foreign sovereign states or their central banks or other foreign or international financial entities, and (ii) bonds issued by foreign companies. Such foreign currency securities must have a minimum rating as indicated in the table below and, if the investments in these securities and the loans referred to above exceed 70% of the Regulatory Capital of the bank, an allowance for 100% of the excess shall be established:

 

 

Rating Agency

   Short Term    Long Term 
Moody’s Investor Service (Moody’s)    P2    Baa3 
Standard and Poor’s (S&P)    A2    BBB– 
Fitch Rating Service (Fitch)    F2    BBB– 
Dominion Bond Rating Service (DBRS)    R2    BBB(low) 

 

A Chilean bank may invest in securities having a minimum rating as follows, provided that if the total amount of these investments and the loans referred to above exceed 20% (or 30% in certain cases) of the Regulatory Capital of the bank, an allowance of 100% of the excess shall be established by the bank:

 

 

Rating Agency

  Short Term  Long Term
Moody’s Investor Service (Moody’s)   P2  Ba3
Standard and Poor’s (S&P)   A2  BB–
Fitch Rating Service (Fitch)   F2  BB–
Dominion Bond Rating Service (DBRS)   R2  BB(low)

 

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However, a Chilean bank may invest in securities up to an additional amount of 70% of the bank’s Regulatory Capital without having to establish an additional allowance, if such securities have a minimum rating of:

 

 

Rating Agency

  Short Term  Long Term
Moody’s Investor Service (Moody’s)   P1  Aa3
Standard and Poor’s (S&P)   A1+  AA–
Fitch Rating Service (Fitch)   F1+  AA–
Dominion Bond Rating Service (DBRS)   R1(high)  AA(low)

 

Subject to specific conditions, a bank may grant loans in U.S. dollars to subsidiaries or branches of Chilean companies located abroad, to companies listed on foreign stock exchanges located in countries with an international risk rating no less than BB- or its equivalent and, in general, to individuals and entities residing or domiciled abroad.

 

Internationalization of the Chilean peso

 

During the last couple of years, the Central Bank has enacted regulation with the purpose of internationalizing our local currency, the Chilean peso. Until now, the Chilean peso is used only in the local market. These new regulations include a new rule issued in December 2020, by virtue of which certain offshore transactions denominated in Chile peso shall be allowed. For instance, starting on March 2021, Chilean banks may: (i) execute off-shore derivative transactions settled or paid in Chilean pesos; (ii) open and maintain Chilean peso denominated current accounts to non-Chilean residents, and (iii) grant off-shore loans denominated in Chilean pesos to non-Chilean residents. Likewise, from September 2021 onwards, Chilean residents will be permitted to make Chilean peso denominated foreign deposits or investments and to grant loans, make capital contributions and other investments abroad, all denominated in Chilean pesos. Based on internal estimates, this new rule is not expected to have a material impact on our results of operations or financial condition.

 

Procedures for the Management of Information of Interest to the Market

 

In order to ensure compliance with the provisions of the Ley de Mercado de Valores No. 18,045 (the Chilean “Securities Market Law”) and further specific regulations, our board of directors has approved the Manual for the Management of Information of Interest to the Market (the “Manual”).

 

The Manual’s main objective is to provide timely disclosure of our policies and internal regulations in connection with the disclosure of information to the public and the systems that have been implemented by us.

 

In addition, these policies and internal regulations establish codes of conduct that our employees and other persons with access to certain information must comply with in order to protect information related to us.

 

The Manual is available to the general public on our web page at www.bancochile.cl.

 

Prevention of Money Laundering and the Financing of Terrorism

 

Law No. 19,913, enacted in 2003, created the Financial Analysis Unit and established specific regulation regarding money laundering. The CMF issues further regulations governing the requirements applicable to banks with respect to prevention of money laundering and terrorism financing. The regulations, as amended, are aimed at incorporating international anti-money laundering (“AML”) and terrorism financing laws to the Chilean banking industry. Pursuant to these regulations, the CMF requires that banks implement an Anti-Money Laundering and Terrorism Financing system based mainly on the “know your customer” and source of wealth concepts. Moreover, these policies and procedures must be approved by the board of directors of each bank and must take into account the volume and complexity of its operations and other related parties.

 

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Based on these requirements, a Customer Identification Program (as part of the Anti-Money Laundering and Terrorism Financing system) is needed to enable a bank to establish the reasonable belief that it knows the true identity of its customers. In general, the program includes controls and procedures to:

 

properly identifying customers, including their background, source and amount of funds, country of origin and other risk factors;

 

identifying and monitoring what the CMF has defined as politically exposed persons (“PEPs”) both within Chile and abroad; and

 

ensuring a safe and suitable account opening process, with different documentation requirements needed for different types of accounts and products.

 

The Anti-Money Laundering and Terrorism Financing system required by local regulations must also include the following components:

 

AML policies and procedures aimed at preventing a bank from being used as an intermediary to carry out money laundering operations;

 

appointment of a compliance officer on a senior management level who is responsible for coordinating and monitoring day-to-day AML compliance;

 

establishment of an AML Committee for the purposes of planning and coordinating compliance with AML policies and procedures;

 

use of software tools to detect, monitor and report unusual operations related to transactions made by customers on different products;

 

implementation of personnel selection policies and a training program, in order to prevent money laundering;

 

establishment of a Code of Conduct in order to, among other things, guide employee behavior and prevent possible conflicts of interest; and

 

independent testing by the compliance department, which must be conducted by a bank’s internal audit department.

 

In 2015, further rules regarding the PEPs were issued by the banking regulator. Among others, they require banks to keep specific PEPs policy and procedures in place to grant certain loans to PEPs, as well as to carry out controls procedures associated with service providers when PEPs are involved therewith.

 

Legal Provisions for the Prevention, Detection and Prosecution of Corruption.

 

Law No. 21,121, which came into force on November 20, 2018, amends the Criminal Code, Law No. 20,393 on Criminal  Liability of  Legal Entities, and  Law No. 19,913 that creates the Financial Analysis Unit and deals with Money Laundering, addresses business-to-business bribery and discretion abuse, increasing prison time and pecuniary penalties and criminalizing corruption and unfair administration affecting private individuals and companies, among other matters. For the first time, our legislation criminalizes the behavior of private businesses with the aim of regulating transparency between them, without the need for a public official to participate in the crime, and with a very wide range of alternatives that could configure the crime. Particularly, with respect to the crime of unfair administration, this law incorporates a penalty for anyone who, being responsible for the management of third party assets, commits abusive acts or omissions that damage the owner of those assets.

 

Consumer-Oriented Regulation

 

During the last decade, a wide array of legislation has been enacted with the purpose of enhancing consumer rights. For further information on these laws and regulations, see “Item 4. Information on the Company—Regulation and Supervision—Consumer-Oriented Regulation” in our annual report on Form 20-F for the year ended December 31, 2019 filed with the SEC on April 29, 2020.

 

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Among the latest consumer legislation enacted in Chile, Law 21,081 came into force on March 14, 2019 and amended the Consumer Protection Law (Law No. 19,496). This amendment aims to strengthen consumer protection, granting new powers to SERNAC in matters of oversight. Likewise, fines are increased and the authority of SERNAC is reinforced in the scope of collective actions and collective voluntary procedures. The main reforms affecting banks as financial services providers are, among others:

 

SERNAC inspectors shall be empowered to request the assistance of public force to be granted by local courts, in the event that the provider does not provide access to its facilities to SERNAC.

 

SERNAC is granted authority to initiate collective voluntary procedures.

 

Fines for adhesion contract infringement and misleading advertising are increased to up to 1,500 UTM (Unidades Tributarias Mensuales) which, as of March 31, 2021, would amount to approximately Ch$77.2 million (approximately U.S.$ 107,418).

 

For the determination of fines, within the framework of collective actions, mitigating and aggravating circumstances and the number of affected consumers will be weighted. In case of full and effective compensation damages for all consumers, a lump sum will be applied as a fine, which may not exceed 30% of the sales of the product or service line made in the period of the infringement, or double the economic benefit obtained as a result of it. In any case, the fine may not exceed 45,000 UTA (Unidades Tributarias Anuales) for each event, which as of March 31, 2021 amounted to approximately Ch$27,804.1 million (approximately U.S.$ 38.7 million).

 

In collective lawsuits, in addition to the material damage, moral damage may be also sought, and the judge may establish a common minimum amount.

 

The court is empowered to increase the amount of the compensation granted by 25% in case of aggravating circumstances, established in the Consumer Protection Law.

 

During May 2020, Law 20,009 regarding liabilities of payment service providers (such as banks) and their customers, was modified, setting new standards in cases of fraudulent transactions carried out with credit or debit cards, including those by electronic means. It was established that funds charged to credit or debit cards for transactions that are not recognized by the customer, must be returned to the cardholder’s account. Specifically, this legislation provides that, if such unrecognized charged funds are up to an amount of UF 35 (equivalent to Ch$1,028,817.0 as of March 31, 2021), the payment service provider are obligated to return these funds to the cardholder’s account within five business days. In case of unrecognized charges for amounts over the limit of UF 35, the payment service provider has an additional term of seven days to return the amounts in excess of UF 35. However, in this case, the payment service provider may retain such excess if it considers to have sufficient evidence to determine that the customer acted fraudulently or with gross negligence, in which case the payment service provider will be required to prove this to the applicable court. Also, this law prohibits payment service providers to offer fraud insurance for such cards. It further establishes obligations for the payment service provider to take adequate measures to protect the payment services in case of unlawful acts, holding them liable for damages caused by security and protection deficiencies in their technological systems through which such services are provided. Accordingly, this law establishes that certain fraudulent transactions with credit or debit cards and electronic payments (such as forgery of credit or debit cards, sale of forged or stolen cards and/or its data, impersonation of a card/accountholder, etc.) are constitutive of crimes subject to imprisonment penalties and fines up to threefold the amount of the fraudulent transaction. Further, it grants the Chilean Public Ministry (public prosecutors) broad powers to investigate these crimes when they are suspected to be related to organized crime. Some of the effects that this new regulation has caused since its publication are: (i) banks’ liabilities towards clients in cases of fraudulent transactions carried out with credit or debit cards, including those by electronic means, have increased; (ii) litigation and related costs have increased; (iii), thresholds and evidentiary standards were raised in litigation to determine the liability of the customer. For more information, see “Item 3. Key Information—Risk Factors—Risks Relating to our Operations and the Chilean Banking Industry—Restrictions imposed by banking regulations may constrain our operations and thereby adversely affect our financial condition and results.”

 

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In June 2020, the Chilean Congress passed a law known as “Financial Portability,” which aims to simplify the bank switching process for individual customers and SMEs of certain products, while also reducing the costs and time associated with the process. In summary, all banking customers holding: (i) a savings account, (ii) a demand account, (iii) electronic checks, (iv) a line of credit, (v) credit or debit cards, (vi) time deposits, (vii) mutual funds, (viii) consumer loans, (ix) auto-finance loans, (x) residential mortgage loans, or (xi) a combination of these products, are able to transfer such services to other financial service providers in order to improve the financial terms of any banking product or a group of products, such as interest rates, tenors and related benefits. The bank switching process is managed by the provider receiving the new customer. As of the date of this annual report, this new regulation has had no material impact on our results of operations or financial condition.

 

Insurance Brokerage Regulations

 

Among other legislations on this matter, a certain regulation establishes that, in the case of early termination of an insurance policy paid for in advance (for example, because of the early repayment of the related loan), all unearned premiums must be refunded to the customer by the company that issued the policy. This refund obligation includes both the unearned premiums and commissions relating to the remaining policy period, such as brokerage fees (e.g., the fees of our subsidiary Banchile Corredores de Seguros Limitada) and any other commissions. The premiums and commissions subject to refund will be calculated in proportion to the unelapsed period. This refund obligation applies with respect to insurance policies issued after this regulation became effective. Prior to this regulation, unearned premiums were refunded only if the early termination took place within the later of 45 days after the issuance of the insurance policy, or one-tenth of the total term of the insurance policy (from the date of issuance). These refund obligations did not have a material effect on our results of operations in 2019 and 2020.

 

Maximum Legal Interest Rates

 

Maximum interest rates are regulated by Law 20,715, enacted in 2013. This legislation affects all Chilean businesses that charge interests (including all banks, department stores and any other commerce or financial provider) on loans up to UF 200 (approximately U.S.$ 8,167.0 as of December 31, 2020), including installment loans, credit cards and credit lines related loans, as well as overdue loans. This regulation established among other things, a new methodology for calculating the maximum legal interest rate for loans –not indexed to inflation– longer than a 90-day term, which resulted in a reduction of the maximum legal interest rate applicable to such debtors. This law did not have a material effect on our results of operations during the transition or implementation period (from 2014 to 2015).

 

We cannot rule out that new limits to the maximum interest rates may be imposed to local banks or foreign banks operating in Chile in the future. Furthermore, as of the date of this annual report, amendments to this legislation are under discussion in the Chilean Congress. For further information see “Item 3. Key Information—Risk Factors—Risks Relating to our Operations and the Chilean Banking Industry—Restrictions imposed by banking regulations may constrain our operations and thereby adversely affect our financial condition and results.”

 

Automatic Payment of Overdraft Lines of Credit

 

During 2019, Law No. 21,167 was enacted. This legislation regulates the payment of overdraft lines of credit, and entered into force on January 1, 2020. This law modified Chilean legislation regarding banks current accounts and checks, by establishing that debts arising from the use of a line of credit associated with current accounts (“overdraft loans”) will be automatically paid with available outstanding funds in the customer’s current account, to the extent there are not any outstanding balances associated to other loans owed by the customer. However, the customer is also entitled to directly pay-off the overdraft loans by means of deposits or electronic money transfers. Nevertheless, at any time the customer can instruct the bank not to automatically pay-off the overdraft loan with available funds in the current account, in which case the overdraft loan may only be paid by the customer through direct deposit or electronic money transfer. The customer is entitled to change the payment method at any moment, effective in the next month following the instruction.

 

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Law No. 21,167 was not expected to have a material impact on our results of operations, either during the year of implementation (2020) or in the future.

 

Credit Risk Provisioning

 

On July 6, 2018 the banking regulator published a set of amendments (Circular No. 3,638) to Chapter B-1 of Compendio de Normas Contables introducing changes to provisioning rules for commercial loans evaluated on a group basis. From the banking regulator’s point of view, these new rules are aimed at supplementing the changes introduced in 2014 (Circular No. 3,573 mentioned above) by establishing a standardized methodology to compute minimum acceptable level of loan loss allowances for commercial loans evaluated on a group basis that banks should recognize on their balance sheet. The new framework is composed of three methods depending on the type of loans, as follows: (i) leasing loan allowances will be set by taking into account delinquency the type of asset underlying the contract and the ratio of present value to book value, (ii) student loan allowances will be based on the type of loan (government-backed or not), if the loan is callable or not and delinquency, and (iii) other commercial loan allowances will be set based on delinquency, guarantees backing the loan and the loan to guarantee ratio. In addition, the new set of rules also addressed other topics related to loan provisioning, including (i) a minimum risk index of 0.5% for other-than-past-due loans that a bank must hold on an individual basis and on a consolidated basis considering both operations in Chile and abroad, (ii) the establishment that allowances for leasing residential loans must be in consistency with residential mortgage loans managed by the same bank, and (iii) that non-performing residential mortgage loans will drag into the same condition other credits owed by the same debtor for provisioning purposes. The new provisioning criteria became effective in July 2019 and had no material impact on our results of operations.

 

It is important to mention that the implementation of standardized credit risk provisioning models would only have an effect, if any, on our results of operations or financial condition prepared under Chilean GAAP. The adoption of these guidelines will not have any impact on our results of operations or financial condition under IFRS.

 

For more information for the years ended December 31, 2013, 2014, 2015, 2016 and 2017, respectively, please refer to “Item 4—Information on the Company—Regulation and Supervision—Credit Risk Provisioning” in our annual report on Form 20-F for the year ended December 31, 2019 filed with the SEC on April 29, 2020.

 

Amendments to the Reform that Modified the Chilean Tax System

 

In 2014, the Chilean Congress approved a law reforming the Chilean tax system. This tax reform (Law No. 20,780) aimed to gradually increased the first category tax or corporate tax rate between 2014 and 2018 while establishing two alternative tax regimes from 2017 onwards: (i) the Semi-Integrated Regime and (ii) the Attribution Regime.

 

Notwithstanding the above, in February 2016, a new tax law was enacted (Law No. 20,899), aiming to simplify the 2014 reform by limiting the possibility of choosing between the two alternative tax regimes. In fact, according to this amendment to the Chilean tax system, publicly traded companies are only subject to the Semi-Integrated Regime. Consequently, the statutory corporate tax rate for Banco de Chile was 25.5% in 2017 and 27.0% from 2018 onwards.

 

The tax reform also affects the taxes levied on dividends received by investors that hold shares of common stock or ADS from 2017 onwards. Under the Semi-Integrated Regime, holders of shares or ADS pay taxes on the dividends effectively received from the company (withholding tax of 35% for foreign investors and a general regime tax for local investors). Foreign investors from Double Taxation Avoidance Treaty (“DTAT”) countries are able to use 100% of the corporate tax paid by the company as a tax credit. However, local investors and holders from non-DTAT countries are permitted to use only 65% of the corporate tax paid by the company as a tax credit.

 

However, in order to provide evidence of their tax residence, foreign holders of our ADSs or of our shares of common stock must send to Banco de Chile a certificate of residence issued by their local tax authority. This certificate must be legalized or apostilled and valid at the moment of the distribution of dividends, otherwise the Tax credit will be 65%.

 

In addition, Law No. 20,899 permits investors to use 100% of the corporate tax paid by the company as a tax credit, if investors reside in countries that were part of DTAT before January 1, 2017, even though the DTAT was not in force from 2017 onwards. However, this special treatment only applied until December 31, 2019.

 

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Consequently, Law No. 21,047 enacted on November 23, 2017 extended the previously mentioned exemption until December 31, 2021, with regard to DTAT signed through January 1, 2019 and pending to enter into force as of December 31, 2021.

 

Based on the above, the effective tax rate paid by local (individual) investors or foreign holders from non-DTAT countries would increase up to 44.45%. This would be the effect of adding together both taxes paid by the company on earnings before distributing dividends and taxes paid by this type of investor when receiving those dividends, given the inability to use 100% of the corporate tax expense as tax credit.

 

Lastly, under these amendments to the Chilean tax system, stock dividends (distributions on fully paid-in shares) are tax exempt when distributed. Furthermore, Law No. 21,047 introduced certain changes to the treatment of capital gains associated with the sale of shares received as stock dividends.

 

During 2018 the Chilean Government sent a bill to the Chilean congress, which was intended to modernize the Chilean tax system by introducing a set of technical adjustments in order to simplify the current tax system, while incorporating new regulations related to the integration of the whole tax system and introducing new taxes on digital services, among other topics. The bill, however, was not passed by the Chilean Congress. Moreover, following the social unrest which occurred in Chile during late 2019, the Ministry of Finance reformulated the former bill in order to address social demands, by increasing tax collection, while resigning to certain elements originally proposed by the Chilean Government, with the purpose of reaching an agreement in the Congress. As a result of the latter, Law No. 21,210, which modernizes the local tax system, was enacted and became law during February 2020. This new law mainly focuses on: (i) entrepreneurship promotion measures by providing SMEs with a special tax regime based on total integration and a statutory tax rate of 25%, as opposed to large companies and corporations, which will continue to be subject to a semi-integrated system while bearing a statutory corporate tax rate of 27%, (ii) initiatives promoting private investment by introducing instantaneous or accelerated depreciation for fixed-assets, reducing the time frame to receive reimbursements of VAT paid on fixed-assets, (iii) reductions or exemptions of property taxes paid by elderly people and low income pensioners; (iv) increasing taxes paid by high-income individuals by means of adding a new tax bracket of 40%, and raising taxes on properties that exceed U.S.$500,000 in assessed value, (v) incorporating a regional green tax of 1% levied on investment projects exceeding U.S.$10 million in capital expenditures that were subject to environmental approval, (vi) lowering tax benefits on capital gains obtained in stock markets, (vii) creating a Taxpayer Protection & Advisory Agency, which aims to be a counterpoint to the Chilean Internal Revenue Service on taxation matters, and (viii) introducing a digital approach, which considers both the compulsory use of electronic bill and invoices, aimed at reducing tax evasion, and the imposition of VAT on digital services.

 

On September 2, 2020, Law No 21,256 was enacted establishing additional tax measures as part of the emergency plan for economic reactivation following the COVID-19 pandemic. Among others, the main measures included in this law were: (i) temporary reduction of the statutory corporate tax rate to 10% for SMEs for the business years 2020, 2021 and 2022, (ii) refund of accumulated VAT for purchases and/or services acquired between January and May 2020 by SMEs, and (iii) a temporary additional accelerated depreciation for fixed assets newly and imported acquired between June 1, 2020 and December 31, 2022, for all types of companies.

 

For more information on current bills being discussed in the Chilean Congress addressing taxation, see “Item 3. Risk Factors— Risks Relating to our Operations and the Chilean Banking Industry— Restrictions imposed by regulations may constrain our operations and thereby adversely affect our financial condition and results” and for additional information in the Chilean Tax framework, see “Item 10. Additional Information—Taxation—Chilean Tax Considerations.”

 

Bankruptcy Law

 

Chilean Bankruptcy Law aims to promote agreements and avoid liquidations became effective. Among the main changes introduced by this law is Article 57, which is intended to protect debtors and provides that, during a 30-day term beginning on the date of the appointment of observers:

 

(i)the creditors of a debtor may not request its liquidation;

 

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(ii)no proceeding seeking the issuance of a warrant of attachment, execution or similar process may be initiated against a debtor;

 

(iii)no proceeding seeking the restitution of leased assets may be initiated against a debtor;

 

(iv)all proceedings referred to in (ii) and (iii) directly above will be suspended, as well as the term of the statute of limitations;

 

(v)all the agreements entered into by a debtor will remain valid and effective and its payments terms and conditions will remain in force. Consequently, these agreements may not be early terminated without the consent of the debtor nor be enforced, even if the commencement of a reorganization proceeding under the Bankruptcy Law constitutes an event of default under such agreement. Thus, any guarantees granted to secure the obligations of the debtor may not be enforced; and

 

(vi)if a debtor forms part of a public registry as a contractor or service provider, and it is in compliance with its obligations with the relevant principal, it cannot be excluded from such public registry and may not be prohibited from participating in any relevant bidding process.

 

Reporting of Operational and Cybersecurity Incidents

 

According to Chapter 20-8 of Recopilación Actualizada de Normas, banks must report immediately to the SBIF certain types of significant operational incidents in order to keep the regulator properly informed. For purposes of the regulation, an operational incident is deemed significant if the event affects the business continuity, information security or reputation of the bank.

 

During 2018, the regulator introduced modifications to the regulation associated with the management of operational risk by supplementing Chapters 1-13 and 20-8 of Recopilación Actualizada de Normas with specific guidelines on cybersecurity matters. Under this amendment, the SBIF widens its scope of supervision by incorporating cybersecurity matters through the continuous assessment of banks’ critical technological infrastructure that exposes banks to risks of data integrity, data availability and confidentiality of clients’ information. Also, a dedicated digital platform was created, through which banks should report directly to the regulator within a 30-minute time frame the occurrence of an incident and requires the appointment of the bank’s representative to be in charge of the communication with the CMF for these purposes. Similarly, banks are required to timely inform customers and users about cybersecurity incidents affecting quality and continuity of services, as well as incidents that are publicly known. In addition, under these guidelines, banks are compelled to maintain an alert system at an industry level in order to share information about incidents and measures that should be taken in order to mitigate widespread impact.

 

Volcker Rule

 

The Volcker Rule became effective during 2015 in the United States as part of the Dodd–Frank Wall Street Reform and Consumer Protection Act. Among other topics, the Volcker Rule limits proprietary trading and positions taken by banks in covered funds by establishing specific conditions for carrying out these activities. Also, this regulation establishes specific corporate governance measures for conducting these businesses to avoid conflict of interest and high-risk trading strategies by banks.

 

Section No. 619 of the Volcker Rule is applicable to Citigroup. Since we and our subsidiaries are considered as Citigroup’s subsidiaries, during 2015, we comprehensively revised our internal policies and procedures to establish, maintain, enforce, test and modify our Volcker Rule Compliance Program to enable Citigroup to comply with its regulatory requirements. The new requirements and amendments introduced to the Volcker Rule during 2019, which may be applicable to us, will be implemented into our Volcker Rule Compliance Program within the required time periods.

 

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ORGANIZATIONAL STRUCTURE

 

The following diagram presents our current corporate structure, including our subsidiaries and their respective direct ownership interests, as of April 23, 2021:

 

 

All of the subsidiaries presented above have their jurisdiction of incorporation in the Republic of Chile. See “—Business Overview—Principal Business Activities—Operations through Subsidiaries for more information on our subsidiaries.

 

On February 4, 2021, we began a voluntary and anticipated dissolution process for Banchile Securitizadora S.A. as approved by the subsidiary’s shareholders during the extraordinary meeting held on the same date. As of the date of this annual report, the final approval of the CMF is still in progress.

 

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PROPERTY, PLANT AND EQUIPMENT

 

We are based in Chile and own the building located at Paseo Ahumada 251, Santiago, Chile, that is approximately 77,500 square meters and serves as the headquarters for the Bank and its subsidiaries. In addition, we own both office and parking space in four other buildings located at Huerfanos 740, Agustinas 733, Andrés Bello 2687 and El Bosque 500, Santiago, Chile where the remainder of our executive offices are located. The total area we own in these buildings is equivalent to approximately 46,300 square meters.

 

As of December 31, 2020, we owned the properties on which 166 of our full-service branches and other points of sale are located (approximately 112,400 square meters of office space). Also, as of December 31, 2020, we had leased office space for 169 of our full-service branches with office space of approximately 52,290 square meters. Lastly, the 11 remaining branches and other points of sale were managed through a combined model by which part of the branch surface is owned and the remaining branch surface is under a leasing contract. Also, in some cases, we entered into special partnership agreements with the property’s owners.

 

We also own properties throughout Chile for back office and administrative operations, as well as for storage of documents and other purposes. We believe that our facilities are adequate for our present needs and suitable for their intended purposes.

 

As of December 31, 2020, we also owned approximately 134,250 square meters in mainly recreational physical facilities in Chile, which we use to assist our employees in maintaining a healthy work and life balance and which we use for incentive and integration activities.

 

Our 2021 infrastructure expenditures budget includes disbursements associated with the renovation of some of our branches particularly as a result of a new customer service model we are deploying in some of our locations (60%), renovation and restoration of our corporate buildings (16%), general maintenance investments (14%), reconstitution of infrastructure related to contingency issues (9%) and other initiatives related to subsidiaries and security expenditures (1%).

 

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SELECTED STATISTICAL INFORMATION

 

The following information is included for analytical purposes and should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report and “Item 5. Operating and Financial Review and Prospects.”

 

Average Balance Sheets, Interest Earned on Interest Earning Assets and Interest Paid on Interest Bearing Liabilities

 

The average balances for interest-earning assets and interest-bearing liabilities, including interest and readjustments received and paid, were calculated on the basis of our daily balances and on the basis of monthly balances for our subsidiaries. These average balances are presented in Chilean pesos (Ch$), in UF and in foreign currencies (principally the U.S. dollar). The UF is an inflation-indexed Chilean monetary unit of account with a value in Chilean pesos which is linked to, and which is adjusted daily to reflect changes in, the CPI of the Chilean National Institute of Statistics.

 

The nominal interest rate has been calculated by dividing the amount of interest and inflation adjustment gain or loss during the period by the related average balance, both amounts expressed in Chilean pesos.

 

Foreign exchange gains or losses on foreign currency-denominated assets and liabilities have not been included in interest revenue or expense. Interest received on past due loans includes interest on such loans from the original maturity date. For our impaired portfolio and high risk loans, we apply a conservative approach of discontinuing accrual-basis recognition of interest revenue in the income statement and they are only recorded once received.

 

Included in cash and due from banks are current accounts maintained in the Central Bank and overseas banks. Such assets have a distorting effect on the average interest rate earned on total interest earning assets because of balances maintained in:

 

the Central Bank, only the portion that is legally required to be held for liquidity purposes earns interest; and

 

overseas banks earn interest on certain accounts in certain countries.

 

Consequently, the average interest earned on such assets is comparatively low. These deposits are maintained by us in these accounts to comply with statutory requirements and to facilitate international business, rather than to earn income.

 

 C: 

104

 

 

The following tables set forth, by currency of denomination, average balances and, where applicable, interest amounts and nominal rate for our assets and liabilities under IFRS for the years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31, 
   2018   2019   2020 
IFRS: 

Average

Balance

  

Interest
Earned(1)

   Average Nominal Rate  

Average

Balance

  

Interest

Earned(1)

   Average Nominal Rate  

Average

Balance

  

Interest

Earned(1)

   Average Nominal Rate 
   (In millions of Ch$, except percentages)     
Assets                                    
Interest earning assets                                    
Financial Investments                                    
Ch$   Ch$1,940,757  Ch$65,890    3.40%  Ch$2,156,285   Ch$68,117    3.16%  Ch$3,875,777   Ch$35,019    0.90%
UF    675,769    23,906    3.54    537,993    20,010    3.72    470,582    17,011    3.61 
Foreign currency    195,455    8,280    4.24    135,731    5,464    4.03    77,691    2,890    3.72 
Total   2,811,981    98,076    3.49    2,830,009    93,591    3.31    4,424,050    54,920    1.24 
Loans in advance to Banks                                             
Ch$    515,441    16,044    3.11    823,533    17,187    2.09    1,677,319    5,814    0.35 
UF                                     
Foreign currency    315,322    8,094    2.57    363,308    10,270    2.83    297,226    4,983    1.68 
Total    830,763    24,138    2.91    1,186,841    27,457    2.31    1,974,545    10,797    0.55 
Commercial loans                                             
Ch$    7,025,701    447,268    6.37    7,196,336    449,502    6.25    8,575,948    414,847    4.84 
UF    5,428,982    264,467    4.87    6,017,552    296,653    4.93    6,275,327    279,478    4.45 
Foreign currency    2,085,578    81,033    3.89    2,532,428    104,200    4.11    2,472,405    74,832    3.03 
Total    14,540,261    792,768    5.45    15,746,316    850,355    5.40    17,323,680    769,157    4.44 
Consumer Loans                                             
Ch$    4,055,947    607,729    14.98    4,342,319    633,192    14.58    4,062,452    528,154    13.00 
UF    64,615    5,564    8.61    61,777    5,006    8.10    86,638    5,113    5.90 
Foreign currency    36,433            41,146            29,528         
Total    4,156,995    613,293    14.75    4,445,242    638,198    14.36    4,178,618    533,267    12.76 
Residential mortgage loans                                             
Ch$    33,641    260    0.77    33,311    169    0.51    33,716    305    0.90 
UF    7,649,420    502,572    6.57    8,528,134    531,840    6.24    9,186,710    519,966    5.66 
Foreign currency                                     
Total    7,683,061    502,832    6.54    8,561,445    532,009    6.21    9,220,426    520,271    5.64 
Repurchase agreements                                             
Ch$    81,947    2,767    3.38    81,901    2,480    3.03    51,467    1,406    2.73 
UF                                     
Foreign currency                                     
Total    81,947    2,767    3.38    81,901    2,480    3.03    51,467    1,406    2.73 
Other assets                                             
Ch$    58,905    2,575    4.37    46,023    2,377    5.16    38,192    1,404    3.68 
UF                                     
Foreign currency    237,631    4,598    1.93    332,089    6,641    2.00    439,551    3,745    0.85 
Total    296,536    7,173    2.42    378,112    9,018    2.39    477,743    5,149    1.08 
Total interest earning assets                                             
Ch$    13,712,339    1,142,533    8.33    14,679,708    1,173,024    7.99    18,314,871    986,949    5.39 
UF    13,818,786    796,509    5.76    15,145,456    853,509    5.64    16,019,257    821,568    5.13 
Foreign currency    2,870,419    102,005    3.55    3,404,702    126,575    3.72    3,316,401    86,450    2.61 
Total  Ch$30,401,544   Ch$2,041,047    6.71%  Ch$33,229,866   Ch$2,153,108    6.48%  Ch$37,650,529    Ch$1,894,967    5.03%

 

 

(1)Interest earned includes interest accrued on trading securities.

 

 C: 

105

 

 

   For the Year Ended December 31, 
   2018   2019   2020 
IFRS:  Average Balance   Interest Earned   Average Nominal Rate   Average Balance   Interest Earned   Average Nominal Rate   Average Balance   Interest Earned   Average Nominal Rate 
   (In millions of Ch$, except percentages)     
Assets                                    
Non-interest earning assets                                    
Cash and due from banks                                    
Ch$  Ch$946,735           Ch$1,025,004           Ch$1,197,286         
UF                                    
 Foreign currency   537,005            647,875            1,335,356         
Total   1,483,740    

    

    1,672,879    

    

    2,532,642    

    

 
Transactions in the course of collection                                             
Ch$   389,132            480,975            332,797         
UF                                    
Foreign currency   250,634            298,180            241,992         
Total   639,766    

    

    779,155    

    

    574,789    

    

 
Allowances for loan losses                                             
Ch$   (544,386)           (595,058)           (804,710)        
UF                                    
Foreign currency                                    
Total   (544,386)   

    

    (595,058)   

    

    (804,710)   

    

 
Derivatives                                             
Ch$   1,206,498            1,747,644            3,124,051         
UF                                    
Foreign currency   128,207            143,005            351,611         
Total   1,334,705    

    

    1,890,649    

    

    3,475,662    

    

 
Investments in Other Companies                                             
Ch$   47,990            51,214            56,909         
UF                                    
Foreign currency   61            90            101         
Total   48,051    

    

    51,304    

    

    57,010    

    

 
Intangible assets                                             
Ch$   78,882            87,953            93,273         
UF                                    
Foreign currency                                    
Total   78,882    

    

    87,953    

    

    93,273    

    

 
Fixed assets                                             
Ch$   214,980            219,901            221,724         
UF                                    
Foreign currency                                    
Total   214,980    

    

    219,901    

    

    221,724    

    

 
Lease assets                                             
Ch$               142,807            137,606         
UF                                    
Foreign currency                                    
Total   

    

    

    142,807    

    

    137,606    

    

 
Current tax assets                                             
Ch$   25,183            636                     
UF                                    
Foreign currency                                    
Total   25,183    

    

    636    

    

    

    

    

 
Deferred tax assets                                             
Ch$   180,101            209,297            260,193         
UF                                    
Foreign currency                                    
Total   180,101    

    

    209,297    

    

    260,193    

    

 
Other assets                                             
Ch$   337,309            273,824            290,177         
UF   11,355            39,412            23,721         
Foreign currency   16,272            10,014            8,103         
Total   364,936    

    

    323,250    

    

    322,001    

    

 
Total non-interest earning assets                                             
Ch$   2,882,424            3,644,197            4,909,306         
UF   11,355            39,412            23,721         
Foreign currency   932,179            1,099,164            1,937,163         
Total   3,825,958    

    

    4,639,966    

    

    6,870,190    

    

 
Total Assets                                             
Ch$   16,594,763    1,142,533        18,323,905    1,173,024        23,224,177    986,949     
UF   13,830,141    796,509        15,184,868    853,509        16,042,978    821,568     
Foreign currency   3,802,598    102,005        4,503,866    126,575        5,253,564    86,450     
Total  Ch$

34,227,502

    

Ch$2,041,047

    

   Ch$

38,012,639

    

Ch$2,041,047

    

   Ch$

44,520,719

   Ch$

1,894,967

    

 

 

 C: 

106

 

 

   For the Year Ended December 31, 
   2018   2019   2020 
IFRS:  Average Balance   Interest paid   Average Nominal Rate   Average Balance   Interest paid   Average Nominal Rate   Average Balance   Interest paid   Average Nominal Rate 
   (In millions of Ch$, except percentages)     
Liabilities                                    
Interest bearing liabilities                                    
Savings accounts                                    
Ch$  Ch$7,633,698   Ch$189,933    2.49%  Ch$8,041,040   Ch$199,309    2.48%  Ch$7,378,261   Ch$65,163    0.88%
UF   1,775,455    71,442    4.02    1,777,845    72,044    4.05    1,115,280    43,775    3.93 
Foreign currency   1,095,441    25,562    2.33    1,105,488    30,309    2.74    1,363,824    13,204    0.97 
Total   10,504,594    286,937    2.73    10,924,373    301,662    2.76    9,857,365    122,142    1.24 
Repurchase agreements                                             
Ch$   350,110    8,889    2.54    240,595    6,993    2.91    271,707    1,845    0.68 
UF                                    
Foreign currency   15,195    12    0.08    29,095    55    0.19    9,120    8    0.09 
Total   365,305    8,901    2.44    269,690    7,048    2.61    280,827    1,853    0.66 
Borrowings from financial institutions                                             
Ch$   10,798    753    6.97    6,104    709    11.62    13,840    393    2.84 
UF                                    
Foreign currency   1,179,550    28,522    2.42    1,540,535    42,861    2.78    3,211,463    27,437    0.85 
Total   1,190,348    29,275    2.46    1,546,639    43,570    2.82    3,225,303    27,830    0.86 
Debt issued                                             
Ch$   7,777    422    5.43    16,218    757    4.67    9,095    434    4.77 
UF   5,451,255    315,405    5.79    6,420,438    344,801    5.37    7,181,164    363,013    5.06 
Foreign currency   1,220,984    28,680    2.35    1,330,915    33,458    2.51    1,529,017    36,643    2.40 
Total   6,680,016    344,507    5.16    7,767,571    379,016    4.88    8,719,276    400,090    4.59 
Commercial Papers                                             
Ch$                                    
UF                                    
Foreign currency   323,245    7,844    2.43    275,802    6,099    2.54    219,046    3,899    1.78 
Total   323,245    7,844    2.43    275,802    6,099    2.54    219,046    3,899    1.78 
Lease Liabilities                                             
Ch$               140,331    2,574    1.83    133,514    2,532    1.90 
UF                                    
Foreign currency   

    

    

    

    

    

    

    

    

 
Total   

    

    

    140,331    2,574    1.83    133,514    2,532    1.90 
Other financial obligations                                             
Ch$   102,683    1,297    1.26    90,851    1,301    1.43    72,299    1,021    1.41 
UF   10,912    810    7.42    2,037    59    2.90    797    19    2.38 
Foreign currency   34,665    69    0.20    34,520    41    0.12    52,266    621    1.19 
Total   148,260    2,176    1.47    127,408    1,401    1.10    125,362    1,661    1.32 
Total interest bearing liabilities                                             
Ch$   8,105,066    201,294    2.48    8,535,139    211,643    2.48    7,878, 716    71,388    0.91 
UF   7,237,622    387,657    5.36    8,200,320    416,904    5.08    8,297,241    406,807    4.90 
Foreign currency   3,869,080    90,689    2.34    4,316,355    113,723    2.63    6,384,736    81,812    1.28 
Total  Ch$

19,211,768

   Ch$

679,640

    3.54%  Ch$

21,051,814

   Ch$

742,270

    3.53%  Ch$

22,560,693

   Ch$

560,007

    2.48%

 

 C: 

107

 

 

   For the Year Ended December 31, 
   2018   2019   2020 
IFRS:  Average
Balance
   Interest
paid
   Average
Nominal
Rate
   Average
Balance
   Interest
paid
   Average
Nominal
Rate
   Average
Balance
   Interest
paid
   Average
Nominal
Rate
 
   (In millions of Ch$, except percentages)         
Liabilities                                    
Non-interest bearing liabilities                                    
Current account and demand deposits                                    
Ch$  Ch$7,351,150           Ch$8,006,151           Ch$10,709,744         
UF   309,574            482,662            376,918         
Foreign currency   1,249,877            1,227,187            1,795,965         
Total   8,910,601    

    

    9,716,000    

    

    12,882,627    

    

 
Transactions in the course of payment                                             
Ch$   300,006            411,127            533,216         
UF                                    
Foreign currency   187,877            220,457            210,173         
Total   487,883    

    

    631,584    

    

    743,389    

    

 
Derivatives                                             
Ch$   1,342,155            1,798,429            3,147,528         
UF                                    
Foreign currency   119,596            166,811            405,774         
Total   1,461,751    

    

    1,965,240    

    

    3,553,302    

    

 
Current tax liabilities                                             
Ch$                           4,512         
UF                                    
Foreign currency                                    
Total   

    

    

    

    

    

    4,512    

    

 
Deferred tax liabilities                                             
Ch$                                    
UF                                    
Foreign currency                                    
Total   

    

    

    

    

    

    

    

    

 
Provisions                                             
Ch$   192,130            177,253            190,675         
UF                                    
Foreign currency                                    
Total   192,130    

    

    177,253    

    

    190,675    

    

 
Other liabilities                                             
Ch$   343,554            445,368            529,410         
UF   1,804            580            501         
Foreign currency   19,775            39,570            79,385         
Total   365,133    

    

    485,518    

    

    609,296    

    

 
Equity                                             
Ch$   3,598,236            3,985,230            3,976,225         
UF                                    
Foreign currency                                    
Total   3,598,236    

    

    3,985,230    

    

    3,976,225    

    

 
Total non-interest bearing liabilities and equity                                             
Ch$   13,127,231            14,823,558            19,091,310         
UF   311,378            483,242            377,419         
Foreign currency   1,577,125            1,654,025            2,491,297         
Total   15,015,734    

    

    16,960,825    

    

    21,960,026    

    

 
Total liabilities and equity                                             
Ch$   21,232,297    201,294        23,358,697    211,643        26,970,026    71,388     
UF   7,549,000    387,657        8,683,562    416,904        8,674,660    406,807     
Foreign currency   5,446,205    90,689        5,970,380    113,723        8,876,033    81,812     
Total  Ch$

34,227,502

   Ch$

679,640

    

   Ch$

38,012,639

   Ch$

742,270

    

   Ch$

44,520,719

   Ch$

560,007

    

 

 

 C: 

108

 

 

Interest Earning Assets and Net Interest Margin

 

The following table sets forth, by currency of denomination, the levels of our average interest earning assets and net interest, and illustrates the comparative margins obtained, for the years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31, 
   2018   2019   2020 
IFRS:  (in millions of Ch$, except percentages) 
Total average interest earning assets            
Ch$   Ch$13,712,339   Ch$14,679,708   Ch$18,314,871 
UF    13,818,786    15,145,456    16,019,257 
Foreign currency    2,870,419    3,404,702    3,316,401 
Total  

30,401,544

  

33,229,866

  

37,650,529

 
Net interest earned (including interest earned on trading securities)(1)               
Ch$   941,239   961,381   915,561 
UF    408,852    436,605    414,761 
Foreign currency    11,316    12,852    4,638 
Total   Ch$

1,361,407

   Ch$

1,410,838

   Ch$

1,334,960

 
Net interest margin, nominal basis(2)               
Ch$    6.86%   6.55%   5.00%
UF    2.96    2.88    2.59 
Foreign currency    0.39    0.38    0.14 
Total    4.48%   4.25%   3.55%

 

 

(1)Net interest earned is defined as interest revenue earned less interest expense incurred.
(2)Net interest margin, nominal basis is defined as net interest earned divided by average interest earning assets.

 

 C: 

109

 

 

Changes in Net Interest Income—Volume and Rate Analysis

 

The following tables compare, by currency of denomination, changes in our net interest revenue between 2018 and 2019, as well as 2019 and 2020, caused by (i) changes in the average volume of interest earning assets and interest bearing liabilities and (ii) changes in their respective nominal interest rates. Volume and rate variances were calculated based on movements in average balances over the period and changes in nominal interest rate, average interest earning assets and average interest bearing liabilities. The net change attributable to changes in both volume and rate has been allocated proportionately to the change in volume and the change in rate.

 

 

   Increase (Decrease) from 2018 to
2019 due to changes in
   Net Change
from 2018 to
  

Increase (Decrease) from 2019 to
2020 due to changes in

   Net Change
from 2019 to
 
IFRS:  Volume   Rate   2019   Volume   Rate   2020 
   (in millions of Ch$) 
Assets                        
Interest earning assets                        
Financial investments                        
Ch$  Ch$6,850   Ch$(4,212)  Ch$2,638   Ch$33,857   Ch$(66,955)  Ch$(33,098)
UF   (5,124)   1,228    (3,896)   (2,450)   (549)   (2,999)
Foreign currency   (2,404)   (412)   (2,816)   (2,186)   (388)   (2,574)
Total   (678)   (3,396)   (4,074)   29,221    (67,892)   (38,671)
Loans in advance to bank                              
Ch$   6,430    (5,287)   1,143    9,583    (20,956)   (11,373)
UF                        
Foreign currency   1,356    820    2,176    (1,633)   (3,654)   (5,287)
Total   7,786    (4,467)   3,319    7,950    (24,610)   (16,660)
Commercial loans                              
Ch$   10,658    (8,424)   2,234    77,244    (111,899)   (34,655)
UF   29,015    3,171    32,186    12,331    (29,506)   (17,175)
Foreign currency   18,386    4,781    23,167    (2,416)   (26,952)   (29,368)
Total   58,059    (472)   57,587    87,159    (168,357)   (81,198)
Consumer loans                              
Ch$   41,758    (16,295)   25,463    (39,160)   (65,878)   (105,038)
UF   (230)   (328)   (558)   1,688    (1,581)   107 
Foreign currency                        
Total   41,528    (16,623)   24,905    (37,472)   (67,459)   (104,931)
Residential mortgage loans                              
Ch$   (2)   (89)   (91)   2    134    136 
UF   54,799    (25,531)   29,268    39,343    (51,217)   (11,874)
Foreign currency                        
Total   54,797    (25,620)   29,177    39,345    (51,083)   (11,738)
Repurchase agreement                              
Ch$   (1)   (286)   (287)   (850)   (224)   (1,074)
UF                        
Foreign currency                        
Total   (1)   (286)   (287)   (850)   (224)   (1,074)
Other Assets                              
Ch$   (665)   467    (198)   (361)   (612)   (973)
UF                        
Foreign currency   1,889    154    2,043    1,704    (4,600)   (2,896)
Total   1,224    621    1,845    1,343    (5,212)   (3,869)
Total interest earning assets                              
Ch$   77,327    (46,425)   30,902    80,315    (266,390)   (186,075)
UF   74,763    (17,763)   57,000    50,912    (82,853)   (31,941)
Foreign currency   19,863    4,707    24,570    (4,531)   (35,594)   (40,125)
Total  Ch$171,953   Ch$(59,481)  Ch$112,472   Ch$126,696   Ch$(384,837)  Ch$(258,141)

 

 C: 

110

 

 

   Increase (Decrease) from 2018 to
2019 due to changes in
   Net Change
from 2018 to
   Increase (Decrease) from 2019 to
2020 due to changes in
   Net Change
from 2019 to
 
IFRS:  Volume   Rate   2019   Volume   Rate   2020 
   (in millions of Ch$) 
                         
Liabilities                        
Interest bearing liabilities                        
Savings accounts and time deposits                        
Ch$  Ch$10,097   Ch$(721)   Ch$9,376   Ch$(15,228)   Ch$(118,918)   Ch$(134,146) 
UF   97    505    602    (26,071)   (2,198)   (28,269)
Foreign currency   275    4,472    4,747    5,867    (22,972)   (17,105)
Total   10,469    4,256    14,725    (35,432)   (144,088)   (179,520)
Repurchase agreements                              
Ch$   (3,183)   1,287    (1,896)   804    (5,952)   (5,148)
UF                        
Foreign currency   26    17    43    (26)   (21)   (47)
Total   (3,157)   1,304    (1,853)   778    (5,973)   (5,195)
Borrowing from financial institutions                              
Ch$   (545)   397    (148)   473    (789)   (316)
UF                        
Foreign currency   10,043    4,400    14,443    26,833    (42,257)   (15,424)
Total   9,498    4,797    14,295    27,306    (43,046)   (15,740)
Debt issued                              
Ch$   401    (66)   335    (340)   17    (323)
UF   53,207    (23,811)   29,396    39,250    (21,038)   18,212 
Foreign currency   (5,263)   2,197    (3,066)   4,803    (1,618)   3,185 
Total   48,346    (21,680)   26,665    43,713    (22,639)   21,074 
Commercial Papers                              
Ch$                        
UF                        
Foreign currency   6,999        6,999    (1,265)   (1,835)   (3,100)
Total   6,999    

    6,999    (1,265)   (1,835)   (3,100)
Lease Liabilities                              
Ch$   2,574        2,574    (128)   86    (42)
UF                        
Foreign currency                        
Total   2,574    

    2,574    (128)   86    (42)
Other financial obligation                              
Ch$   (169)   173    4    (262)   (18)   (280)
UF   (257)   (494)   (751)   (31)   (9)   (40)
Foreign currency       (28)   (28)   31    549    580 
Total   (426)   (349)   (775)   (262)   522    260 
Total interest bearing liabilities                              
Ch$   9,403    842    10,245    (14,681)   (125,574)   (140,255)
UF   52,874    (23,627)   29,247    13,148    (23,245)   (10,097)
Foreign currency   11,580    11,558    23,138    36,243    (68,154)   (31,911)
Total  Ch$

73,857

   Ch$

(11,227)

   Ch$

62,630

   Ch$

34,710

   Ch$

(216,973)

   Ch$

(182,263)

 

 

 C: 

111

 

 

Financial Investments

 

Financial assets held for trading:

 

The following table sets forth a breakdown of instruments classified as financial assets held for trading, included in our investment portfolio:

 

   As of December 31,   Weighted Average Nominal Rate as of December 31, 
IFRS:  2019   2020   2020 
   (in millions of Ch$)   % 
Instruments issued by the Chilean Government and the Central Bank:            
Central Bank bonds  Ch$           16,490   Ch$         3,186    (2.07)%
Central Bank promissory notes   1,008,035    4,006,490    0.16 
Other instruments issued by the Chilean Government and the Central Bank   99,164    149,616    1.86 
Other securities issued in Chile:               
Mortgage bonds from domestic banks            
Bonds from domestic banks   55,094    5,494    (1.04)
Deposits in domestic banks   315,415    93,905    0.62 
Bonds from other Chilean companies   1,556    5,396    2.94 
Other instruments issued in Chile   3,272    1,003     
Instruments issued by foreign institutions:               
Instruments from foreign governments or central banks            
Other instruments issued abroad       164     
Mutual fund investments:               
Funds managed by related companies   373,329    400,902    0.24 
Total  Ch$

1,872,355

   Ch$

4,666,156

    0.23%

 

“Other securities issued in Chile” includes instruments sold under repurchase agreements with customers and financial instruments, amounting to Ch$251,158 million as of December 31, 2019 and Ch$52,809 million as of December 31, 2020. Instruments issued by the Chilean Government and the Central Bank include instruments sold under agreements to repurchase to customers and financial institutions. For these instruments, there was a total balance of Ch$15,243 million as of December 31, 2019 and Ch$217,614 million as of December 31, 2020.

 

Investment Portfolio:

 

The detail of instruments classified as financial instruments measured at fair value through other comprehensive income and as financial assets held-to-maturity is as follows:

 

 C: 

112

 

 

Financial Assets at Fair Value through Other Comprehensive Income

 

(Formerly Available-for-Sale Assets)

 

   As of December 31,   Weighted average nominal rate as of December 31, 
IFRS:  2019   2020   2020 
   (in millions of Ch$)   % 
Debt instruments at fair value through OCI            
Instruments issued by the Chilean Government and the Central Bank:            
Bonds issued by the Chilean Government and the Central Bank  Ch$ 76,358   Ch$ 109   0.27% 
Promissory notes issued by the Chilean Government and the Central Bank   16,466    

    

 
Other instruments   16,238    163,491    0.30 
Other instruments issued in Chile:               
Mortgage bonds from domestic banks   122,291    128,763    2.43 
Bonds from domestic banks   15,927    15,887    0.84 
Deposits from domestic banks   1,020,842    685,392    0.29 
Bonds from other Chilean companies   1,395    34,539    1.76 
Other instruments   68,476    32,342    4.48 
Instruments issued by Foreign Institutions:               
Instruments from foreign governments or central banks   19,853         
Equity instruments at fair value through OCI               
Equity instruments issued in Chile   7,446    6,869     
Equity instruments issued by foreign institutions   1,051    761     
Total  Ch$

1,366,343

   Ch$

1,068,153

    0.74%

 

The portfolio of financial assets available-for-sale included net unrealized gains of Ch$15,290 million and Ch$9,054 as of December 31, 2019 and 2020, respectively, in each case recorded in other comprehensive income within equity.

 

Financial assets held to maturity

 

There were no securities reported under this category as of December 31, 2019 and 2020.

 

 C: 

113

 

 

Maturity of Financial Investments:

 

The maturities of financial assets held for trading and financial instruments measured at fair value through other comprehensive income as of December 31, 2019 and 2020 were as follows:

 

   As of December 31, 2019 
   Due within
1 year
   Weighted
Average
Nominal
Rate(1)
   Due after 1
year but
within 5
years
   Weighted
Average
Nominal
Rate(1)
   Due after 5
year but
within 10
years
   Weighted
Average
Nominal
Rate(1)
   Due after
10 years
   Weighted
Average
Nominal
Rate(1)
   Total 
   (millions of Ch$, except percentages) 
Financial assets held for trading:                           
Instruments issued by the Chilean Government and the Central Bank:                                    
Central Bank bonds  Ch$16,490    1.34%  Ch$    %  Ch$    %   Ch$—    %  Ch$16,490 
Central Bank promissory notes   1,008,035    1.73         —                        1,008,035 
Other instruments issued by the Chilean Government and the Central Bank   99,164    1.40                            99,164 
Other securities issued in Chile:                                             
Mortgage bonds from domestic banks                                     
Bonds from domestic banks   55,094    1.26                            55,094 
Deposits in domestic banks   315,415    1.94                            315,415 
Bonds from other Chilean companies   1,556    2.07                            1,556 
Other instruments issued in Chile   3,272                                3,272 
Instruments issued by foreign institutions:                                             
Instruments from foreign governments or central banks                                    
Other instruments issued abroad                                    
Mutual fund investments                                             
Funds managed by related companies   373,329    2.04                                     —        373,329 
Total  Ch$1,872,355    1.79%  Ch$    %  Ch$    %  Ch$    %  Ch$1,872,355 

 

(1)Weighted Average Nominal Rate is calculated as the sum of total accrued interests for the type of security divided by the average balance for the same type of security during the reported period.

 

 C: 

114

 

 

   As of December 31, 2020 
   Due within
1 year
  

Weighted
Average
Nominal
Rate(1)

   Due after
1 year but
within 5
years
  

Weighted
Average
Nominal
Rate(1)

   Due after
5 year but
within 10
years
  

Weighted
Average
Nominal
Rate(1)

   Due after
10 years
  

Weighted
Average
Nominal
Rate(1)

   Total 
   (millions of Ch$, except percentages) 
Financial assets held for trading:                                    
Instruments issued by the Chilean Government and the Central Bank:                                    
Central Bank bonds  Ch$3,186    (2.07)%  Ch$    %  Ch$    %  Ch$    %  Ch$3,186 
Central Bank promissory notes   4,006,490    0.16                            4,006,490 
Other instruments issued by the Chilean Government and the Central Bank   149,616    1.86                            149,616 
Other securities issued in Chile:                                             
Mortgage bonds from domestic banks                                     
Bonds from domestic banks   5,494    (1.04)                           5,494 
Deposits in domestic banks   93,905    0.62                            93,905 
Bonds from other Chilean companies   5,396    2.94                            5,396 
Other instruments issued in Chile   1,003                                1,003 
Instruments issued by foreign institutions:                                             
Instruments from foreign governments or central banks                                    
Other instruments issued abroad   164                                164 
Mutual fund investments                                             
Funds managed by related companies   400,902    0.24                            400,902 
Total   Ch$

4,666,156

    0.23%   Ch$

      —

    

%    Ch$

       —

    

%    Ch$

      —

    

%  Ch$

4,666,156

 

 

(1)Weighted Average Nominal Rate is calculated as the sum of total accrued interests for the type of security divided by the average balance for the same type of security during the reported period.

 

 C: 

115

 

 

   As of December 31, 2019 
   Due within
1 year
   Weighted
Average
Nominal
Rate(1)
   Due after 1
year but
within 5
years
   Weighted
Average
Nominal
Rate(1)
   Due after 5
year but
within 10
years
   Weighted
Average
Nominal
Rate(1)
   Due after
10 years
   Weighted
Average
Nominal
Rate(1)
   Total 
   (millions of Ch$, except percentages) 
Financial Assets at Fair Value through Other Comprehensive Income::                                    
Debt instruments at fair value through OCI                                    
Instruments issued by the Chilean Government and the Central Bank:                                    
Bonds issued by the Chilean Government and the Central Bank  Ch$9,404    1.75%  Ch$66,954    2.14%  Ch$    %  Ch$    %  Ch$76,358 
Promissory notes issued by the Chilean Government and the Central Bank   16,466    1.80                            16,466 
Other instruments   6,376    0.52    9,827    0.66    35    1.03            16,238 
Other instruments issued in Chile:                                             
Mortgage bonds from domestic banks   76    1.57    13,001    2.12    29,539    2.17    79,675    2.31    122,291 
Bonds from domestic banks   107    2.50    15,820    2.80                    15,927 
Deposits from domestic banks   996,495    1.98    24,347    2.54                    1,020,842 
Bonds from other Chilean companies                   1,395    4.95            1,395 
Other instruments   506    6.7    7,061    4.58    60,909    4.45              68,476 
Instruments issued by Foreign Institutions:                                             
Instruments from foreign governments or central banks                   19,853    4.59            19,853 
Subtotal   1,029,430    1.97    137,010    2.30    111,731    3.82    79,675    2.31    1,357,846 
Equity instruments at fair value through OCI                                             
Equity instruments issued in Chile                           7,446        7,446 
Equity instruments issued by foreign institutions                           1,051        1,051 
Subtotal                           8,497        8,497 
Total  Ch$1,029,430    1.97%  Ch$137,010    2.30%  Ch$111,731    3.82%  Ch$88,172    2.31%  Ch$1,366,343 

 

(1)Weighted Average Nominal Rate is calculated as the sum of total accrued interests for the type of security divided by the average balance for the same type of security during the reported period.

 

 C: 

116

 

 

   As of December 31, 2020 
   Due within
1 year
  

Weighted
Average
Nominal
Rate(1)

   Due after 1
year but
within 5
years
  

Weighted
Average
Nominal
Rate(1)

   Due after
5 year but
within 10
years
  

Weighted
Average
Nominal
Rate(1)

   Due after
10 years
  

Weighted
Average
Nominal
Rate(1)

   Total 
   (millions of Ch$, except percentages) 
Financial Assets at Fair Value through Other Comprehensive Income:                                    
Debt instruments at fair value through OCI                                    
Instruments issued by the Chilean Government and the Central Bank:                                    
Bonds issued by the Chilean Government and the Central Bank  Ch$    %   Ch$109    0.27%  Ch$     %   Ch$    %   Ch$109 
Promissory notes issued by the Chilean Government and the Central Bank                                    
Other instruments   155,651    0.27    7,733    0.91    107    1.01            163,491 
Other instruments issued in Chile:                                             
Mortgage bonds from domestic banks   45    1.90    15,099    2.44    35,789    2.24    77,920    2.51    128,763 
Bonds from domestic banks   3,088    0.56    12,799    0.91                    15,887 
Deposits from domestic banks   546.838    0.21    138,554    0.64                    685,392 
Bonds from other Chilean companies           5,335    3.20    19,375    1.08    9,829    2.33    34,539 
Other instruments                   32,342    4.61             
Instruments issued by Foreign Institutions:                                             
Instruments from foreign governments or central banks                                    
Subtotal   705,622    0.22    179,539    0.80    87,613    2.62    87,749    2.23    1,060,523 
Equity instruments at fair value through OCI                                             
Equity instruments issued in Chile                           6,869        6,869 
Equity instruments issued by foreign institutions                           761        761 
Subtotal                           7,630        7,630 
Total  Ch$705,622    0.22%  Ch$179,539    0.80%  Ch$87,613    2.62%  Ch$95,379    2.23%  Ch$1,068,153 

 

(1)Weighted Average Nominal Rate is calculated as the sum of total accrued interests for the type of security divided by the average balance for the same type of security during the reported period.

 

 C: 

117

 

 

Loan Portfolio

 

The following table sets forth our loans by type of loan and risk classification. All loan amounts stated below are before deduction of allowances for loan losses.

 

   As of December 31, 
   2019   2020 
IFRS:  (in millions of Ch$) 
Commercial loans:        
Commercial loans  Ch$12,144,720   Ch$14,398,446 
Foreign trade loans   1,431,794    967,646 
Current account debtors   265,762    120,539 
Factoring transactions   688,198    373,903 
Student loans   56,219    57,552 
Commercial lease transactions   1,619,772    1,592,905 
Other loans and accounts receivable   87,747    90,606 
Subtotal   16,294,212    17,601,597 
Mortgage loans:          
Mortgage bonds   14,808    9,363 
Endorsable mortgage loans   32,386    24,105 
Other residential real estate mortgage loans   9,148,811    9,198,834 
Credits from ANAP   4    2 
Other loans and accounts receivable   10,178    155,068 
Subtotal   9,206,727    9,387,372 
Consumer loans:          
Consumer loans in installments   3,039,560    2,711,541 
Current account debtors   296,374    158,756 
Credit card debtors   1,195,614    1,077,445 
Consumer lease transactions   69    302 
Other loans and accounts receivable   716    677 
Subtotal   4,532,333    3,948,721 
Total loans  Ch$30,033,272   Ch$30,937,690 

 

 

(1)Prior to 2016, student loans were allocated within consumer loans. Since January 1, 2016, the SBIF requested a change in the classification of this type of loan.

 

The loan categories are as follows:

 

“Commercial Loans” are loans and accounts receivable from clients not included within the mortgage or consumer loans categories.

 

“Mortgage Loans” include mortgage loans granted to individuals to acquire, expand, repair or build a home, issued as mortgage bonds, endorsable mortgage loans or by other methods. It also includes supplementary loans for the same purposes and bridge loans granted before the mortgage loan has been settled. This subcategory also includes residential real estate lease transactions and other accounts receivable.

 

“Consumer Loans” are all loans granted to individuals to be used for purchasing goods or services. These include different types of loans (either installments or revolving), as well as balances from credit card transactions or overdrafts on current accounts belonging to individuals. Consumer loans also include consumer lease transactions and other accounts receivable. Consumer loans do not include loans granted to finance business activities that the debtor is developing or that it may develop.

 

 C: 

118

 

 

Maturity and Interest Rate Sensitivity of Loans as of December 31, 2020

 

The following table sets forth an analysis by type and time remaining to maturity of our loans as of December 31, 2020:

 

   Balances as of December 31, 2020   Due within 1 month   Due after 1 month but within 6 months   Due after 6 months but within 12 months   Due after 1 year but within 3 years   Due after 3 years but within 5 years   Due after 5 years but within 15 years  

Due after 15 years

 
   (in millions of Ch$)     
IFRS:                                
Commercial Loans:                                        
Commercial loans   Ch$14,398,446   Ch$1,097,308   Ch$3,193,485    Ch$1,991,657   Ch$3,904,844   Ch$1,835,135   Ch$2,176,948   Ch$199,069 
Foreign trade loans   967,646    180,991    576,048    202,722    6,173    1,537    175     
Current account debtors   120,539    120,539                         
Factoring loans   373,903    201,275    156,793    9,505    6,200    130         
Student loans   57,552    1,858    8,510    6,493    13,222    11,168    16,097    204 
Leasing loans   1,592,905    48,428    209,850    214,946    555,880    241,997    318,405    3,399 
Other loans   90,606    90,606                         
Subtotal   17,601,597    1,741,005    4,144,686    2,425,323    4,486,319    2,089,967    2,511,625    202,672 
Mortgage Loans:                                        
Mortgage bonds   9,363    374    1,232    1,486    3,644    1,900    727     
Endorsable mortgage loans   24,105    463    2,052    2,309    7,831    5,853    5,418    179 
Residential mortgage loans   9,198,834    51,563    231,765    281,240    1,140,738    1,153,755    4,887,035    1,452,738 
Credits from ANAP   2        1    1                 
Other loans   155,068    2,145    4,317    2,760    3,129    4,830    63,240    74,647 
Subtotal   9,387,372    54,545    239,367    287,796    1,155,342    1,166,338    4,956,420    1,527,564 
Consumer Loans:                                        
Consumer loans   2,711,541    103,438    423,508    444,090    1,234,224    455,423    50,246    612 
Current accounts debtors   158,756    158,756                         
Credit card   1,077,445    1,077,445                         
Consumer lease transactions   302    8    39    54    173    28         
Other loans   677    677                         
Subtotal   3,948,721    1,340,324    423,547    444,144    1,234,397    455,451    50,246    612 
Total Loans  Ch$30,937,690    Ch$3,135,874   Ch$4,807,600   Ch$3,157,263   Ch$6,876,058   Ch$3,711,756   Ch$7,518,291   Ch$1,730,848 

 

 C: 

119

 

 

The following table sets forth a breakdown by variable and fixed rate of our outstanding loans due after one year as of December 31, 2020:

 

   As of
December 31, 2020
 
   (in millions of Ch$) 
IFRS:    
Variable rate    
Ch$  Ch$341,156 
UF   514,998 
Foreign currency   527,617 
Subtotal   1,383,771 
Fixed rate     
Ch$   5,703,202 
UF   12,703,192 
Foreign currency   46,788 
Subtotal   18,453,182 
Total  Ch$

19,836,953

 

 

Foreign Country Outstanding Loans

 

Our cross-border outstanding loans are principally trade-related. These loans include loans granted to foreign financial institutions and foreign corporations, some of which are guaranteed by their Chilean parent company. The table below lists under IFRS the total amounts outstanding to borrowers in certain foreign countries as of the dates indicated, and thus does not include foreign trade-related loans to domestic borrowers.

 

   As of December 31, 
   2019   2020 
IFRS:  (in millions of Ch$) 
Argentina  Ch$   Ch$ 
Brazil   436     
Canada        
China        
Colombia   1,131    1,071 
India        
Mexico         
Netherlands        
Panama   2,355     
Peru   10,763    7,789 
Spain       1,610 
Singapore        
United Kingdom        
United States        
Total  Ch$

14,685

   Ch$

10,470

 

 

Credit Review Process

 

Credit risk is the risk that we will incur a loss because our customers or counterparties do not comply with their contractual obligations.

 

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.

 

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 our board of directors in order to ensure that we have an appropriate capital base for potential losses that may arise from our credit exposure.

 

 C: 

120

 

 

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 a counterparty’s payment capacity, which enables us to evaluate the potential loss from these risks and take corrective actions.

 

Approval Process

 

The Bank analyzes its loan portfolio on a segmented basis and the same approach is used for approval purposes by taking into account the characteristics of each particular targeted group of customers. Given the diversity of the bank’s loan book, we utilize different techniques in order to evaluate the credit quality, payment capacity and financial structure of every type of customer.

 

It is important to note that Banco de Chile organizes its lending business in two business segments, namely, retail banking and wholesale banking. Accordingly, for risk management purposes, Banco de Chile has specialized processes and knowledgeable teams for credit approval in each of these segments.

 

Retail Banking Segment

 

Credit risk assessment is carried out through automated models for personal banking and parametric models for SME banking. These models allow us to determine suitable levels of financial burden, payment capacity and desired exposure to credit risk. These are build-in models that depend on information associated with customers’ payment behavior, customers’ borrowings with other banks, similarity to the target market and income segment for personal banking. In the case of SME banking, we add information related to the customer’s main commercial activity and diverse financial information. Based on the accuracy we have achieved with these models over time, we are able to provide our commercial areas with timely responses to customer requests.

 

We have continued to work and focus on the improvement of our retail lending analytics process, covering several elements, such as: (i) data management and data governance, (ii) scoring and loan loss provisioning models, (iii) validation standards and procedures, and (iv) an ongoing monitoring of models and portfolios, among others. These efforts are aimed at enhancing our market-leading position in risk management matters, maintaining a competitive risk-return relationship while reinforcing our governance and regulatory compliance.

 

Wholesale Banking Segment

 

Within wholesale banking, credit risk assessment is executed by means of a case-by-case approach, which is based on subjective credit analysis supported by the judgement of specialized officers. This approach consists of a comprehensive individualized review that considers, among other factors, the credit exposure, the loan tenor, the type of loan, the customer’s financial soundness and collaterals that could be used to back the loan. All of these quantitative and objective factors are supplemented by a SWOT analysis of the customer and projections for the industry in which the company operates. This process is supported by a credit rating model that enables us to homogeneously evaluate each customer while establishing approval attributions depending on the credit exposure.

 

Although the Bank has dedicated monitoring teams within the loan approval areas, monitoring efforts are also carried out collectively by the credit risk and commercial areas, which track operations from application to collection, in order to avoid unexpected risks.

 

Also, we have set approval attributions that are limited by the total customer credit risk. We define total customer credit risk as the sum of the customer’s loans and other financial obligations in which the customer is the indebted party, the loans and other financial obligations from a third party that are guaranteed by the customer, the customer’s contingent loans and any of the customer’s credit facilities. Also, if the customer is part of an economic group, then the total customer credit risk will also include the total amount of the items described above corresponding to all the parties that make up the economic group.

 

 C: 

121

 

 

Transactions in which the total customer credit risk is more than Ch$21,803 million require approval from a credit committee, composed of three members of the board of directors and our chief executive officer. Transactions in which the total customer credit risk is equal to or less than Ch$21,803 million may be approved by other risk officers, depending on the amount involved, as follows:

 

Approved by  Limit in Ch$ 
Credit committee, including members of the board of directors   up to legal limits 
Chief executive officer, chairman and chief risk officer   up to Ch$21,803 million 
Chief executive officer, chairman or chief risk officer (any two of the three)   up to Ch$14,535 million 
Chief risk officer and executive vice president of corporate/wholesale banking   up to Ch$11,628 million 
Executive credit risk officers and executive vice president of corporate/wholesale banking   up to Ch$10,175 million 
Executive credit risk officers and corporate/wholesale area’s executive managers   up to Ch$8,721 million 
Senior credit risk officers and corporate/wholesale area’s senior managers   up to Ch$5,814 million 
Senior credit risk officers and corporate/wholesale area’s junior managers   up to Ch$2,907 million 
Senior credit risk officers and corporate/wholesale area’s department heads   up to Ch$1,744 million 
Other department heads   up to Ch$1,163 million 
Other officers   up to Ch$291 million 

 

In addition to reviewing the credit limit, the business segment extending the credit must review the terms of the loan, the interest rate and any security to be obtained.

 

Control and Follow-up

 

The ongoing control and follow-up of credit risk is the basis for proactive portfolio management and enables us to recognize risk opportunely while detecting and avoiding potential write-offs in advance. In line with the guidelines we follow for credit assessment purposes, we also utilize control and follow-up procedures in accordance with our main business segments.

 

Retail Banking Segment

 

We control credit risk in this segment by continuously monitoring customers and market trends. This approach permits us to take corrective measures and implement necessary adjustments in order to keep credit risk aligned with desired levels. In order to achieve this goal, we generate a wide set of management reports addressing the evolution of portfolio expected loss, vintage analysis, past due at the level of product and segment, in addition to approval guidelines. Further, we have developed statistical models for this segment, which are intended to support the credit assessment process. These models are continuously monitored through back-testing, variable and segmentation stability, among other techniques. This approach enables us to assure the models’ predictive capability over time.

 

Wholesale Banking Segment

 

For wholesale banking segment, we control and monitor credit quality by means of a specialized unit, which has developed diverse methodologies and tools that enable us to carry out a centralized systematic monitoring of thresholds on financial ratios, behavior variables and credit ratings. Thus, for companies reporting risk alerts, we execute a focused follow-up that allows us to take corrective measures in advance.

 

In addition, portfolio follow-up responsibilities include monitoring of conditions established during the assessment process, such as covenants, collateral, specific restrictions for credit approval and borrowing caps, among others.

 

 C: 

122

 

 

Analysis of Our Loan Classification

 

The following tables provide statistical data under IFRS regarding the classification of our loans as of the dates indicated. As discussed above, our risk analysis system requires that loans to all customers be classified.

 

   As of December 31, 2019 
   Stage 1   Stage 2   Stage 3   POCI   Total Loans   Percentage Loans of Classified 
Bank’s Credit Rating:  (in millions of Ch$, except percentages) 
Commercial Loans                        
Individual                        
A1  Ch$2,405   Ch$2,707   Ch$-   Ch$-   Ch$5,112    0.04%
A2   1,627,404    24,647    -    -    1,652,051    13.66 
A3   2,333,829    4,261    -    -    2,338,090    19.33 
A4   2,471,122    73,276    -    -    2,544,398    21.04 
A5   3,446,039    265,545    -    -    3,711,584    30.69 
A6   -    1,617,327    -    -    1,617,327    13.37 
Normal Portfolio   9,880,799    1,987,763    -    -    11,868,562    98.13 
                               
B1   -    43,392    -    -    43,392    0.36 
B2   -    15,329    -    -    15,329    0.13 
B3   -    11,531    -    -    11,531    0.10 
B4   -    1,466    -    -    1,466    0.01 
Substandard Portfolio   -    71,718    -    -    71,718    0.60 
                               
C1   -    -    36,910    12    36,922    0.31 
C2   -    -    7,755    -    7,755    0.06 
C3   -    -    25,693    -    25,693    0.21 
C4   -    -    30,407    -    30,407    0.25 
C5   -    -    12,833    -    12,833    0.11 
C6   -    -    39,374    -    39,374    0.33 
Non-Complying Portfolio   -    -    152,972    12    152,984    1.28 
                               
Subtotal individual loans   9,880,799    2,059,481    152,972    12    12,093,264    100.00 
                               
Group                              
Normal portfolio   3,369,494    561,831    779    -    3,932,104    93.60 
Non-complying portfolio   -    -    267,220    1,624    268,844    6.40 
Subtotal group loans   3,369,494    561,831    267,999    1,624    4,200,948    100.00 
Total Commercial Loans  13,250,293   2,621,312   420,971   1,636   16,294,212      
                               
Residential Mortgage Loans                              
Group                              
Normal portfolio   8,209,100    822,524    -    -    9,031,624    98.10 
Non-complying portfolio   -    -    175,103    -    175,103    1.90 
Subtotal group loans   8,209,100    822,524    175,103    -    9,206,727    100.00 
Total Residential Mortgage Loans  8,209,100   822,524   175,103   -   9,206,727      
                               
Consumer Loans                              
Group                              
Normal portfolio   3,860,973    372,814    7,555    -    4,241,342    93.58 
Non-complying portfolio   -    -    290,903    88    290,991    6.42 
Subtotal group loans   3,860,973    372,814    298,458    88    4,532,333    100.00 
Total Consumer Loans  3,860,973   372,814   298,458   88   4,532,333      
                               
Total Individual Loans   9,880,799    2,059,481    152,972    12    12,093,264    40.27 
Total Group Loans   15,439,597    1,757,169    741,560    1,712    17,940,008    59.73 
Total Loans  Ch$25,320,366   Ch$3,816,650   Ch$894,532    Ch$1,724   Ch$30,033,272    100.00%
Percentage Individual classified   39.02%   53.96%   17.10%   0.70%   40.27%    

 

 C: 

123

 

 

   As of December 31, 2020 
   Stage 1   Stage 2   Stage 3   POCI   Total Loans  

Classification percentage

 
Bank’s Credit Rating:  (in millions of Ch$, except percentages) 
Commercial Loans                        
Individual                        
A1  Ch$10,099   Ch$   Ch$   Ch$   Ch$10,099   0.08%
A2   1,174,965                1,174,965    9.19 
A3   1,961,106    124,772            2,085,878    16.31 
A4   2,574,329    28,444            2,602,773    20.36 
A5   3,197,835    793,264    964        3,992,063    31.22 
A6       2,521,089            2,521,089    19.72 
Normal Portfolio   8,918,334    3,467,569    964        12,386,867    96.88 
                               
B1       133,770            133,770    1.05 
B2       22,276            22,276    0.17 
B3       34,669        1,609    36,278    0.28 
B4       3,527        18    3,545    0.03 
Substandard Portfolio       194,242        1,627    195,869    1.53 
                               
C1           47,333    40    47,373    0.37 
C2           13,875    29    13,904    0.11 
C3           15,245    26    15,271    0.12 
C4           29,943    1    29,944    0.23 
C5           48,164    1    48,165    0.38 
C6           48,925    64    48,989    0.38 
Non-Complying Portfolio           203,485    161    203,646    1.59 
                               
Subtotal individual loans   8,918,334    3,661,811    204,449    1,788    12,786,382    100.00 
                               
Group                              
Normal portfolio   4,291,198    199,810    613    42    4,491,663    93.28 
Non-complying portfolio           321,511    2,041    323,552    6.72 
Subtotal group loans   4,291,198    199,810    322,124    2,083    4,815,215    100.00 
Total Commercial Loans   13,209,532    3,861,621    526,573    3,871    17,601,597      
                               
Residential Mortgage Loans                              
Group                              
Normal portfolio   8,664,761    401,997    1,078        9,067,836    96.60 
Non-complying portfolio           319,122    414    319,536    3.40 
Subtotal group loans   8,664,761    401,997    320,200    414    9,387,372    100.00 
Total Residential Mortgage Loans   8,664,761    401,997    320,200    414    9,387,372      
                               
Consumer Loans                              
Group                              
Normal portfolio   3,295,502    324,440    2,419    28    3,622,389    91.74 
Non-complying portfolio           324,683    1,649    326,332    8.26 
Subtotal group loans   3,295,502    324,440    327,102    1,677    3,948,721    100.00 
Total Consumer Loans   3,295,502    324,440    327,102    1,677    3,948,721      
                               
Total Individual Loans   8,918,334    3,661,811    204,449    1,788    12,786,382    41.33 
Total Group Loans   16,251,461    926,247    969,426    4,174    18,151,308    58.67 
Total Loans  Ch$25,169,795   Ch$4,588,058   Ch$1,173,875   Ch$5,962   Ch$30,937,690   100.00%
                               
Percentage Individual classified   35.43%   79.81%   17.42%   29.99%   41.33%     

 

 C: 

124

 

 

Classification of Loan Portfolio

 

Information about the classification of our loan portfolio is presented in Note 11 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report

 

Analysis of Substandard and Past Due Loans

 

The following table analyzes our substandard loans, total past due loans and allowances for loan losses existing at the dates indicated under IFRS.

 

   Year Ended December 31, 
   2018   2019  

2020

 
IFRS:  (in millions of Ch$, except percentages) 
Total Loans  Ch$27,926,632   Ch$30,033,272   Ch$30,937,690 
Impaired loans   826,342    894,532    1,173,875 
Impaired loans as a percentage of total loans   2.96%   2.98%   3.79%
Total past due loans               
To the extent secured (2)   30,869    58,312    58,005 
To the extent unsecured   274,661    360,456    241,403 
Total past due loans  Ch$

305,530

   Ch$

418,768

   Ch$

299,408

 
Total past due loans as a percentage of total loans               
To the extent secured (2)   0.11%   0.19%   0.19%
To the extent unsecured   0.98    1.20    0.78 
Total past due loans as a percentage of total loans    1.09%   1.39%   0.97%
Allowance for loan losses as a percentage of:               
Total loans   2.10%   2.16%   2.70%
Past due loans   191.59    155.03    279.25 
Unsecured past due loans   213.13%   180.11%   346.35%

 

 

(1)All references to Total Past Due Loans in the table above refer as to Total Past Due Loans (90 days or more) including interests and principal.

(2)Security generally consists of mortgages on real estate, pledges of marketable securities, letters of credit or cash.

 

The annual decrease in total past due loans (loans past-due 90 days or more) from 1.39% in 2019 to 0.97% in 2020 was primarily the outcome of positive trends seen in the retail banking segment as a consequence of measures taken by Chilean authorities and the banking system in order to relieve debt pressures faced by individuals and companies, particularly as a result of the effects of the COVID-19 pandemic, such as: (i) refinancing installments of mortgage and consumer loans offered by banks to their customers, (ii) direct money transfers made by the Chilean Government as part of a significant fiscal aid package, (iii) two consecutive withdrawals from individual pension funds in July and December 2020 as approved by the Chilean Congress, and (iv) a special government-guaranteed loan program for SMEs and middle market companies with the aim of improving their liquidity. For more information, see “Item 5. Operating Financial Review and Prospects Results of Operations for the Years Ended December 31, 2018, 2019 and 2020Provisions for Loan Losses” and “Item 3. Key Information Risk Factors Our exposure to certain segments of the retail market could lead to higher levels of total past due loans and subsequent charge offs.”

 

 C: 

125

 

 

Analysis of Allowances for Loan Losses

 

The following table analyzes our allowances for loan losses and changes in the allowances attributable to charge-offs, allowances established and allowances released:

 

   As of December 31, 
   2018   2019   2020 
IFRS:  (in millions of Ch$, except percentages) 
Allowances for loan losses at beginning of period  Ch$495,821   Ch$585,378   Ch$649,233 
Impact of adopting IFRS 9   73,817         
Charge-offs   (292,923)   (313,200)   (332,978)
Debt Exchange            
Loan portfolio acquisition            
Sale of loans   (958)       (107)
Allowances established   309,621    377,055    519,959 
Allowances for loan losses at end of period  Ch$

585,378

   Ch$

649,233

   Ch$

836,107

 
Allowances for loan losses at end of period as a  percentage of total loans   2.10%   2.16%   2.70%
Allowance for credit losses as a percentage of average loans   0.95   1.15   1.53
                
Nonaccrual loans as a percentage of total loans   0.00   0.00   0.00
Allowance for credit losses as a percentage of nonaccrual loans   33.33   66.67   11.11
                
Ratios of charge-offs to average balance:               
Commercial loans   0.36   0.35   0.40
Mortgage loans   0.09   0.09   0.15
Consumer loans   5.62   5.62   5.99
Total loans   1.11%   1.09%   1.08%

 

During 2018, the Chilean economy experienced a significant rebound, as reflected by a 4.0% annual GDP growth. Private investment recovered significantly by growing positively for the first time in three years, mostly led by the reactivation of significant investment projects across all Chilean economic sectors. In addition, household consumption remained solid in terms of annual growth. Even though real salaries did not post a significant increase on an annual basis, lower than expected inflation contributed to maintaining household spending in positive territory. Our loan book grew in line with these economic trends, although with a lag in regards to private investment. Thus, whereas consumer and mortgage loans maintained a relatively stable growth trend over the year, commercial loans, closer linked to large companies and corporations recorded a significant rebound in terms of loan growth in the final two quarters. Amid these trends, we continued to focus on the risk–return relationship, which led us prioritize selective growth in the upper and middle income segments for personal banking while taking advantage of our excellent approach to SMEs that continued to grow steadily in terms of loans. In the wholesale segment, given a sluggish demand for loans, particularly in the first half of the year, we enhanced our customer proximity to be prepared for a more favorable environment. In terms of credit quality, we recorded an annual increase of approximately Ch$89,557 million in loan loss allowances in 2018 as compared to 2017. This increase was influenced by various factors including business drivers and regulatory changes. From the regulatory point of view, in 2018 we began the implementation of IFRS 9, which resulted in an increase of approximately Ch$73,817 million in loan loss allowances for first time adoption of this new provisioning standard. The remaining amount of approximately Ch$15,740 million is explained by different business drivers, such as: (i) the expansion of our loan book, particularly concentrated in the retail banking segment, which result in higher loan loss allowances of approximately Ch$20,621 million, including the effect of change in the mix, and (ii) a negative exchange rate effect on U.S. dollar-denominated loan loss allowances of approximately Ch$11,519 million (higher loan loss allowances), given a 12.7% depreciation of the Chilean peso against the U.S. dollar in 2018. These factors were partially offset by a net credit quality improvement in both the retail and the wholesale banking segment, in line with more dynamic economic activity and the effectiveness of our credit risk management process. As a result of these drivers, our risk index increased from 1.95% in 2017 to 2.10% in 2018.

 

 C: 

126

 

 

In 2019, the Chilean economy began to show some signs of recovery during the first three quarters, mainly influenced by a rebound in private investment in the first half of the year and, to a lesser degree, by a low comparison base in the third quarter. However, protests and demonstrations that followed the social turmoil that started in October 2019 resulted in a GDP contraction of 2.1% during the fourth quarter, due to damage to private and public infrastructure, stagnation of certain economic sectors and deteriorated confidence indices. These factors affected private consumption, which increased by 1.1% in 2019 compared to the 3.7% increase in 2018. In addition, fixed capital formation rose 4.2% as compared to 4.8% growth in 2018. In this environment, our loan portfolio had an annual increase of 7.5%, primarily supported by a 14.8% annual expansion in residential mortgage loans, which was the result of interest rates at historically low levels and a strong housing demand. However, commercial loans and consumer loans grew by 5.5% and 2.2%, respectively, on an annual basis. These lending products were highly impacted by the economic landscape in relation to the slowdown in private investment during the second half of 2019, as well as the effect of social turmoil on the business sentiment. Consumer loans, in turn, were affected by the deceleration in private consumption coupled with a deterioration in consumer confidence. In regards to credit quality, our loan loss allowances increased by the end of 2019 in order to recognize the change in the macroeconomic environment and its impact on our customers’ payment capacity. Thus, our loan loss allowances increased by approximately Ch$63,855 million in 2019 as compared to 2018. This increase was the result of numerous factors including: (i) the expansion of our loan book explaining approximately Ch$33,443 million of the total increase in loan loss allowances, and (ii) the net credit quality deterioration in both the retail and wholesale banking segment, mainly associated with the October 2019 social turmoil. These effects were partially offset by a positive exchange rate effect on our U.S. dollar-denominated loan loss allowances, given a lower depreciation of the Chilean peso against the U.S. dollar in 2019 (8.4%) as compared to 2018 (12.7%). Based on these trends, our risk index increased from 2.10% in 2018 to 2.16% in 2019.

 

During 2020, the Chilean economy was affected by diverse factors. Although in the first quarter the economy experienced a moderate improvement after the social turmoil experienced during the last months of 2019, the first infections of COVID-19 in Chile (by early March) led to the cession of operations for most of the economic sectors that were intensive in social interaction, given sanitary measures taken in order to reduce viral contagion. Overall, these factors largely explained the 5.8% GDP contraction during 2020, in line with sharp decreases of 11.5% and 7.5% in investment and household spending, respectively. Consequently, our loan portfolio was greatly influenced by lower demand for loans and, therefore, posted a moderate increase of 3.0% in year-end balances. Most of this increase was related to the FOGAPE loan program, which boosted commercial loans by 8.0% at the end of the year. Similarly, residential mortgage loan balances increased by only 2.0% as real estate investment decisions were postponed in light of the current COVID-19 scenario. On the other hand, higher unemployment and the uncertain economic outlook for the coming quarters impacted the year-end balances of consumer loans that decreased 12.9%. In this context, taking into consideration the effects that the COVID-19 pandemic is expected to have on risk profiles of customers as a result of a decrease in disposable income, unemployment and weakened commercial activities for companies, our loan loss allowances increased from Ch$649,233 million in 2019 to Ch$836,107 in 2020, equivalent to an increase of Ch$186,874 million. This behavior was a result of the following drivers: (i) a net credit quality deterioration explained by worsened expectations of financial condition of our retail and wholesale banking customers due to nationwide quarantines due to COVID-19 and their impact on consumption and investment projects, which led us to adjust forecasting models for both Probabilities of Default and Loss Given Default in order to recognize more accurately and with more sensitivity the uncertainties generated by the COVID-19 pandemic and the expected impact on expected credit losses over the coming quarters and years, with a total effect of approximately Ch$151,700 million in higher provisions, and (ii) an annual increase in allowances for loan losses due to loan growth, mainly associated with the expansion of commercial loans in 2020 owing to the FOGAPE loan program, focused on SMEs. These effects were partially offset by a positive exchange rate effect on U.S. dollar-denominated loan loss allowances as a consequence of a 5.3% Chilean peso appreciation against the U.S. dollar in 2020 as compared to the 8.4% depreciation experienced in 2019. As a result, our risk index increased from 2.16% in 2019 to 2.70% at the end of 2020.

 

For allowances for loan losses associated with impaired loans and with non-impaired loans, see Note 11(b) to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report. For further information on the effect of first time adoption of IFRS 9, see Note 5 “Transition Disclosures” to our audited consolidated financial statements for the year ended December 31, 2018, appearing in the 2018 20-F filed on April 26, 2019.

 

 C: 

127

 

 

Loans are written-off when the collection efforts have been exhausted but not later than the maximum periods as follows:

 

Type of Loan  Term
Consumer loans with or without collateral  6 months
Other transactions without collateral  24 months
Commercial loans with collateral  36 months
Residential mortgage loans  48 months
Consumer leases  6 months
Other non-real estate lease transactions  12 months
Real estate leases (commercial or residential)  36 months

 

The following table presents the charge-offs breakdown by loan category:

 

   Year ended December 31, 
   2018   2019   2020 
IFRS:  (in millions of Ch$) 
Commercial loans  Ch$52,419   Ch$55,698   Ch$69,193 
Mortgage loans   6,993    7,790    13,663 
Consumer loans   233,511    249,712    250,122 
Total  Ch$

292,923

   Ch$

313,200

   Ch$

332,978

 

 

Loan recoveries by type of loan are shown in the table below:

 

   Year ended December 31, 
   2018   2019   2020 
IFRS:  (in millions of Ch$) 
Commercial loans  Ch$13,579   Ch$12,253   Ch$8,599 
Mortgage loans   4,572    5,114    3,377 
Consumer loans   42,428    30,608    29,783 
Subtotal   60,579    47,975    41,759 
Recoveries and sales of loan reacquired from the Central Bank 32,169   -    -    - 

Total

  Ch$

60,579

   Ch$

47,975

   Ch$

41,759

 
Total Recoveries as a percentage of average loans   0.23%   0.17%   0.14%

 

The following tables classify our loan portfolio based on the borrower’s payment performance for each of the last two years:

 

   Year ended December 31, 2019 
   Commercial
Loans
   Consumer
Loans
   Mortgage
Loans
   Total 
IFRS:  (in millions of Ch$) 
Past due loans - 90 days to 6 months  Ch$60,467   Ch$108,407    Ch$29,335   Ch$198,209 
Past due loans - 6 months to 12 months   59,533        26,702    86,235 
Past due loans - 12 months to 24 months   74,655        25,096    99,751 
Past due loans - 24 months to 36 months   9,843        14,711    24,554 
Past due loans - 36 months to 48 months   2,410        7,606    10,019 
Past due Loans  Ch$

206,908

   Ch$

108,407

   Ch$

103,453

   Ch$

418,768

 

 

 C: 

128

 

 

   Year ended December 31, 2020 
   Commercial
Loans
   Consumer
Loans
   Mortgage
Loans
   Total 
IFRS:  (in millions of Ch$) 
Past due loans - 90 days to 6 months  Ch$24,855   Ch$43,113   Ch$4,883   Ch$72,851 
Past due loans - 6 months to 12 months   41,402        8,482    49,884 
Past due loans - 12 months to 24 months   87,847        32,802    120,655 
Past due loans - 24 months to 36 months   26,888        17,869    44,757 
Past due loans - 36 months to 48 months   133        11,128    11,261 
Past due Loans  Ch$

181,125

   Ch$

43,113

   Ch$

75,170

   Ch$

299,408

 

 

Allocation of Allowances for Loan Losses

 

The following tables set forth the proportions of our required allowances for loan losses attributable to our commercial, consumer and residential mortgage loans under IFRS as of the dates indicated.

 

  

As of December 31, 2019(1)

 
   Allowance
amount
   Allowance amount as
a percentage of
loans in
category
   Allowance
amount as a
percentage of
total loans
  

Loans in category
as percentage of
total loans(1)

 
IFRS:  (in millions of Ch$, except percentages) 
Commercial loans  Ch$254,801   1.56%   0.85%   54.25%
Consumer loans   350,724    7.74    1.17    15.09 
Residential mortgage loans   43,708    0.47    0.15    30.66 
Total allocated allowances  Ch$

649,233

    2.16%   2.16%   100.00%

 

  

As of December 31, 2020(1)

 
   Allowance
amount
   Allowance amount
as a percentage of
loans in category
   Allowance amount
as a percentage of
total loans
  

Loans in category
as percentage of
total loans(1)

 
IFRS:  (in millions of Ch$, except percentages) 
Commercial loans  Ch$481,390    2.73%   1.56%   56.90%
Consumer loans   320,065    8.11    1.03    12.76 
Residential mortgage loans   34,652    0.37    0.11    30.34 
Total allocated allowances  Ch$

836,107

    2.70%   2.70%   100.00%

 

 

(1)Based on our loan classification

 

 C: 

129

 

 

The following table sets forth our charge-offs for 2018, 2019 and 2020 by major economic sector and provides further detail of charge-offs that have already been described in the previous discussion of allowances for loan losses:

 

   Year Ended December 31, 
   2018   2019   2020 
IFRS:  (in millions of Ch$) 
Commercial:            
Agriculture  Ch$3,743   Ch$2,759    Ch$5,630 
Mining   1,661    656    687 
Manufacturing   4,040    6,094    4,361 
Construction   6,232    6,219    8,460 
Commerce   11,566    13,333    17,232 
Transport   5,521    4,839    4,142 
Financial services   14,017    15,899    21,488 
Community   5,639    5,899    7,193 
Subtotal:  Ch$

52,419

   Ch$

55,698

   Ch$

69,193

 
Consumer loans   233,511    249,712    250,122 
Mortgage loans   6,993    7,790    13,663 
Total  Ch$

292,923

   Ch$

313,200

   Ch$

332,978

 

 

Composition of Deposits and Other Commitments

 

The following table sets forth under IFRS the composition of our deposits and similar commitments as of the dates indicated. See “Item 4. Information on the Company––Selected Statistical Information––Average Balance Sheets, Interest Earned on Interest Earning Assets and Interest Paid on Interest Bearing Liabilities” for the average rate paid on each of the following deposit categories.

 

   As of December 31, 
   2019   2020 
IFRS:  (in millions of Ch$) 
Current accounts  Ch$8,951,527   Ch$12,477,719  
Other demand deposits   2,374,606    2,689,510 
Savings accounts   239,850    342,550 
Time deposits   10,537,614    8,442,536 
Other term balance payables   79,154    114,455 
Total  Ch$

22,182,751

   Ch$

24,066,770

 

 

Maturity of Deposits

 

The following table sets forth information regarding the currency and maturity of our deposits at December 31, 2020, expressed in percentages, under IFRS. UF-denominated deposits are similar to Chilean peso-denominated deposits in all aspects, except that the principal is readjusted periodically based on the value of the UF.

 

   As of December 31, 2020 
   Ch$   UF   Foreign Currency   Total 
   (in percentage) 
IFRS:                
Demand deposits   66.45%   25.88%   58.20%   63.02%
Savings accounts       25.34        1.42 
Time deposits:                    
Maturing within three months   31.70    27.17    40.28    32.65 
Maturing after three but within six months   1.74    0.33    0.77    1.52 
Maturing after six but within 12 months   0.11    17.31    0.60    1.14 
Maturing after 12 months   0.01    3.97    0.15    0.25 
Total time deposits   33.56    48.78    41.80    35.56 
Total deposits   100.00%   100.00%   100.00%   100.00%

 

 C: 

130

 

 

The following table sets forth information regarding the currency and maturity of deposits in excess of U.S.$100,000 as of December 31, 2020, under IFRS.

 

   As of December 31, 2020 
   Ch$   UF   Foreign Currency   Total 
   (in millions of Ch$) 
IFRS:                
Demand deposits  Ch$6,056,013     Ch$23,234   Ch$1,672,665   Ch$7,754,912 
Savings accounts       82,716         82,716 
Time deposits:                    
Maturing within three months   4,050,386    218,653    1,179,911    5,448,950 
Maturing after three but within six months   328,830    3,376    23,069    355,275 
Maturing after six but within 12 months   19,788    232,863    18,777    271,428 
Maturing after 12 months   204    53,240    3,789    57,233 
Total time deposits 

4,399,208

  

508,132

  

1,225,546

  

6,132,886

 
Total deposits  Ch$

10,458,221

   Ch$

614,082

   Ch$

2,898,211

   Ch$

13,970,514

 

 

The concept of uninsured deposits does not exist under Chilean regulatory reporting requirements. However, the General Banking Act does contemplate a guarantee by the Chilean Government of time deposits up to a certain amount. For more information, see “Item 4. Information on the company––Regulation and Supervision––Deposit Insurance”.

 

Deposits in Foreign Countries

 

We also maintain deposits abroad, as needed to conduct our foreign trade transactions and manage liquidity. The table below lists the largest amounts of foreign deposits by country as of the dates indicated, under IFRS:

 

   As of December 31, 
IFRS:  2019   2020 
   (in millions of Ch$) 
Australia  Ch$726    Ch$1,588 
Canada   1,185    3,340 
China   1,725    6 
Denmark   330    629 
Finland   18    326 
France   73    3,463 
Germany   11,317    15,053 
Japan.   71,150    45,254 
Mexico   766    686 
Netherlands   1,659    7,804 
Norway   476    407 
Peru   89    75 
Sweden   1,458    1,021 
United Kingdom   11,373    49,687 
United States   1,145,830    1,158,639 
Total  Ch$1,248,175    Ch$1,287,978  

 

 C: 

131

 

 

Short-Term Borrowings

 

The principal categories of our short-term borrowings are amounts borrowed under foreign trade lines of credit, domestic inter-bank loans and repurchase agreements. The table below presents the amounts outstanding and the weighted average nominal interest rate for each period indicated by type of short-term borrowing under IFRS.

 

   For the year ended December 31, 
   2018   2019   2020 
   Year-End
Balance
   Weighted
Average
Nominal
Interest Rate
   Year-End
Balance
   Weighted
Average
Nominal
Interest Rate
   Year-End
Balance
  

Weighted
Average
Nominal

Interest Rate

 
IFRS:  (in millions of Ch$, except interest rate data) 
Payables from repurchase agreements and security lending  Ch$303,820    2.93%  Ch$308,734    2.28%  Ch$288,917    0.64%
Borrowings from domestic financial institutions   7,375    2.5    6,214    1.50    8,357    0.25 
Foreign borrowings   1,430,087    1.89    1,462,756    2.75    550,658    3.11 
Commercial Papers   252,720    2.71    292,573    2.03    106,060    0.95 
Other obligations   111,024    

    148,375    

    191,506    

 
Total short-term borrowings  Ch$2,105,026    2.04%  Ch$2,218,652    2.40%  Ch$1,145,498    1.75%

 

The following table shows the average balance and the weighted average nominal rate for each short-term borrowing category during the periods indicated:

 

   For the year ended December 31, 
   2018   2019   2020 
   Average
Balance
   Weighted
Average
Nominal
Interest Rate
   Average
Balance
   Weighted
Average
Nominal
Interest Rate
   Average
Balance
   Weighted
Average
Nominal
Interest Rate
 
IFRS:  (in millions of Ch$, except interest rate data) 
Payables from repurchase agreements and security lending  Ch$365,305    2.44%  Ch$269,690    2.61%  Ch$280,827    0.66%
Central Bank borrowings                        
Borrowings from domestic financial institutions   10,798    6.97    6,104    11.62    13,840    2.84 
Sub-total   376,103    2.57    275,794    2.81    294,667    0.76 
Foreign borrowings   1,083,003    2.63    1,434,810    2.99    3,092,454    0.55 
Foreign Commercial Paper   323,245    2.43    275,802    2.54    219,046    1.78 
Sub-total   1,406,248    2.59    1,710,612    2.91    3,311,500    0.64 
Total short-term borrowings  Ch$1,782,351    2.58%  Ch$1,986,406    2.90%  Ch$3,606,167    0.65%

 

Minimum Capital Requirements

 

Pursuant to the general Banking Act, local banks must comply with minimum capital requirements in relation to both total assets and risk-weighted assets. Basic Capital should be at least equal to 3.0% of their total assets, while banks’ Total Regulatory Capital, should be at least 8.0% of their risk weighted assets. Nevertheless, based on Banco de Chile’s systemic relevance the CMF requires us to maintain a ratio of Regulatory Capital to Credit Risk-Weighted Assets above 10.0%. For more information see “Item 3. Key Information—Presentation of Financial Information,” “Item 4. Information on the Company—Regulation and Supervision—Capital Adequacy Requirements” and “Item 5. Regulation and Supervision—Modifications to the General Banking Act.”

 

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132

 

 

The following table sets forth our minimum capital requirements (and availability) with respect to total assets as set by the CMF:

 

   As of December 31, 
   2019   2020 
CHILEAN GAAP:  (in millions of Ch$) 
Banco de Chile’s basic capital  Ch$3,528,223   Ch$3,726,268 
Basic capital required (with respect to total assets)   (1,332,264)   (1,462,634)
Excess over minimum basic capital required  Ch$

2,195,959

   Ch$

2,263,634

 

 

Similarly, the following table sets forth our minimum capital requirements (and availability) with respect to risk-weighted assets, as set by the CMF:

 

   As of December 31, 
   2019   2020 
CHILEAN GAAP:  (in millions of Ch$) 
Banco de Chile’s Total Regulatory Capital  Ch$4,569,090   Ch$4,878,500 
Total Regulatory Capital required (with respect to risk-weighted assets)   (3,230,734)   (3,056,657)
Excess over minimum Total Regulatory Capital required  Ch$

1,338,356

   Ch$

1,821,843

 

 

Item 4AUnresolved Staff Comments

 

None.

 

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133

 

 

Item 5Operating and Financial Review and Prospects

 

OPERATING RESULTS

 

Introduction

 

The following discussion should be read in conjunction with, and is entirely qualified by reference to, our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report and “Item 4. Information on the Company—Selected Statistical Information.” Certain amounts (including percentage amounts) that appear in this annual report may not total due to rounding.

 

Unless otherwise indicated, the financial information included in this annual report with respect to 2018, 2019 and 2020 has been derived from financial statements that have been prepared in accordance with IFRS as issued by the IASB. See Note 2(a) to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report. IFRS differs in certain significant respects from Chilean GAAP. As a result, our financial information presented under IFRS is not directly comparable to any of our financial information presented under Chilean GAAP. Accordingly, readers should avoid such comparison.

 

Overview

 

We are a leading bank within the Chilean financial system, providing a broad range of financial products and services to individual and corporate customers who are primarily located in Chile. Accordingly, our financial condition, results of operations and our ability to achieve our strategic business goals could be adversely affected by changes in Chile’s economic conditions and the resulting effects on macroeconomic indicators (such as interest rates, inflation and GDP growth, among others), modifications of non-economic policies implemented by the Chilean Government that can affect private sector activities, or other political and economic developments in Chile, as well as regulatory changes or administrative practices of Chilean authorities over which we have no control. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Operations and the Chilean Banking Industry—The results of our operations are affected by interest rate volatility and inflation,” “Item 3. Key Information—Risk Factors—Risks Relating to Chile— Currency fluctuations could adversely affect the value of our ADSs and any distributions on the ADSs” and “Item 3. Key Information—Risk Factors—Risks Relating to Chile—Our growth and profitability depend on the level of economic activity in Chile.”

 

According to information published by the CMF, as of December 31, 2020, excluding operations of subsidiaries abroad, we were the second largest bank in Chile in terms of total loans with a market share of 16.6%, the largest provider of commercial loans with a market share of 16.7%, the largest bank in Chile in terms of balances of current accounts and demand deposits, net of clearings, with a 20.8% market share, the second largest provider of consumer loans in Chile with a market share of 17.3% and the third largest private bank in Chile in terms of residential mortgage loans with a market share of 16.3%. Also according to the CMF, as of December 31, 2020, we were the second largest bank in Chile in terms of net income with a market share of 37.3% and the largest bank in Chile in terms of current account balances held by individuals with a market share of 27.1%. According to the Chilean Association of Mutual Funds, as of December 31, 2020, we were the largest provider of mutual funds management services in Chile with a market share of 24.2%.

 

From 2010 to 2013, the Chilean economy grew at a solid pace, recording an average annual growth rate of 5.3%, supported by a solid trend in household consumption and the effect of commodities’ super-cycle on fixed capital formation (investment in infrastructure, machinery and equipment) resulting in double-digit growth rates during the three-year period. Afterwards, between 2014 and 2017, GDP growth decelerated significantly, below its long-term trend, by posting an average annual increase of only 1.7%, driven by a persistent downward trend in fixed capital formation and uncertainty that lowered business sentiment and consumer confidence due to the weakened external environment and several reforms announced by the Chilean Government for various economic and social matters, including reforms to the tax system and pension system, among others.

 

During 2018, GDP grew 3.7% as compared to 2017, primarily due to improved confidence indices since the end of 2017, the better economic performance of some key trade partners, and a strong recovery in private investment, which increased by 5.1% as compared to 2017. Thus, private investment grew positively for the first time in four years, which had a favorable impact on the demand for commercial loans from corporations. The recovery of copper prices was a key driver of these positive figures, boosting machinery and equipment investment in the mining sector.

 

 C: 

134

 

 

In 2019, the GDP expanded by only 0.9%, mainly due to the social unrest in Chile that began on October 18, 2019. Prior to those events, although the Chilean economy was growing below its potential, the figures reported in the third quarter reflected an important recovery in comparison with the first two quarters. However, protests and demonstrations that followed the social turmoil resulted in a GDP contraction of 2.0% during the fourth quarter of 2019 on an annual basis, due to severe damage to private and public infrastructure, stagnation of certain economic sectors and deteriorated confidence indices. These factors, in turn, affected private consumption which increased by only 1.0% in 2019 in comparison with the 3.8% increase in 2018. In addition, the fixed capital formation rose 4.4% as compared to 5.1% growth in 2018.

 

2020 was very challenging year in terms of economic growth. The effects of COVID-19 on the world economy were worse than expected. According to the International Monetary Fund, GDP in developed markets is expected to have decreased 4.9% in 2020, while the world economy is expected to have contracted by 3.5% on an annual basis. Emerging markets were less impacted by the pandemic, although their economic output decreased 2.4% in 2020. For many countries, the impact of COVID-19 on its economic growth was aligned with and dependent on the effectiveness of measures taken by its authorities aimed at controlling the pandemic, including the duration of lockdowns, mobility restrictions and fiscal support packages, among others. Amid this global downturn, the Chilean economy was also severely affected by the evolution and spread of COVID-19. In June 2020, during the peak of contagion, almost 60% of the Chilean population was under some type of mobility restriction or total lockdown. Thus, during the second quarter 2020, most of the economic activities that are highly dependent on social interaction, including retail, construction, nonessential manufacturing, restaurants, tourism and entertainment, were dramatically affected, translating into significant pressure on the labor market and investment projects. Overall, the local Chilean economy contracted 5.8% in 2020, as a consequence of a sharp decrease of 11.5% in investment (particularly investment in infrastructure, machinery and equipment) and a 7.5% decline in household spending. Despite these negative trends, these figures are better than originally expected due to the unprecedented fiscal and monetary packages as a result of diverse initiatives proposed by the Chilean Government, including: (i) direct money transfers to individuals, (ii) a lending facility program implemented by the Central Bank to provide liquidity to local banks pursuing to preserve lending to individuals and SMEs, and (iii) the choice for companies to adopt a furlough scheme with workers financed through the unemployment insurance fund. These fiscal and monetary actions were supplemented by the effect of two consecutive pension fund withdrawals by individuals, as approved by the Chilean Congress in order to face the pandemic. Furthermore, the annual contraction in investment and household consumption was partially offset by the external sector which registered a decrease of 12.7% in imports and a moderate 1.0% decrease in exports, the latter supported by an unexpected rally in copper price (Chile’s main export product) as a result of the recovery of the Chinese economy after the peak of COVID-19 and supply restrictions in producing countries due to mobility restrictions as a consequence of the pandemic.

 

During 2017, inflation, as measured by CPI was below the Central Bank’s target of 3% due to the low economic growth of the country and the appreciation of the Chilean peso (against the U.S. dollar), posting annual increase of 2.3%. In 2018, inflation as measured by CPI rose 2.6%, partially as a result of the steep decline in oil prices, particularly during the fourth quarter. During 2019, due to the Ch$/U.S.$ exchange rate depreciation, particularly during the second half of the year, inflation as measured by CPI increased 3.0%. In 2020, the inflation rate in Chile remained at 3.0%. In spite of the sharp contraction in household spending, the effects of massive shutdowns in both Chile and abroad resulted in temporary shortages of certain products, which was mitigated by the appreciation of the Chilean peso (against the U.S. dollar), keeping the inflation rate stable.

 

During 2017, in line with slow economic growth, the Central Bank continued with an expansionary program, which started in 2016, to stimulate aggregate demand cutting the reference rate by 100 basis points, moving the monetary policy rate to 2.50%. The Reference interest rate remained at 2.50% until October 2018, when the Central Bank began a gradual withdrawal of the monetary stimulus raising the rate by 25 basis points in each of October 2018 and January 2019. However, in June 2019 the Central Bank cut the reference rate by 50 basis points, due to revised estimates of certain structural economic parameters. Subsequently, in September and October the Central Bank further reduced the monetary policy rate by 50 basis points (25 basis points each meeting) by arguing an increase in the economy’s capacity gaps. Thus, the reference rate ended the year at 1.75%. Subsequently, in an extraordinary meeting held on March 16, 2020, the Central Bank decided to cut the monetary policy rate by 75 basis points to 1.00% due to (i) the negative effects that the COVID-19 outbreak was having on the economic activity of certain trade partners, which was translating into deceleration of several local economic sectors, as well as (ii) the outbreak’s expected impact on the local economy in terms of domestic demand, financial system liquidity and employment, among other macroeconomic variables. Later, on March 31, 2020 the Central Bank announced an additional cut of 50 basis points to the reference rate, which reached a level 0.5%. According to the Central Bank, this decision was made in light of the severe economic contraction expected for the second quarter of 2020 as a consequence of the effects of COVID-19 in both the aggregate supply and demand. The Central Bank also declared that this expansionary bias is likely to remain for a long period of time. As a matter of fact, the reference rate was maintained at 0.5% throughout 2020, in line with the bias proposed by the Central Bank at the beginning of the COVID-19 pandemic, in order to promote liquidity within the local economy, while facilitating lending activity. As of April 23, 2021, the monetary policy interest remained at 0.5%.

 

 C: 

135

 

 

During 2020, the S&P/CLX IPSA, a selective price index of shares composed of between 25 and 30 of the most traded Chilean stocks, followed the trend witnessed in international markets by severely declining on an annual basis, principally as a consequence of the economic impacts prompted by COVID-19 in developed and developing economies. As of December 30, 2020 (last trading date), the S&P/CLX IPSA reached a level of 4,177.22 points, which represented a decrease of 10.6% compared to the 4,669.85 points recorded as of December 30, 2019 (last trading date). The worst performance of the S&P/CLX IPSA was seen during the first quarter of 2020, when the index plunged 25.3% as a result of the uncertainty produced by the COVID-19 pandemic on the expected economic outlook across all sectors. Although the peak of contagion took place during the second quarter of the year, the S&P/CLX IPSA began to recover at that moment in light of the positive evolution that COVID-19 was presenting in most developed economies, which permitted a clearer view of the perspectives for the local economy. Thus, between March 31, 2020 and December 30, 2020 the S&P/CLX IPSA increased by 19.8%. During the first quarter of 2021, the S&P/CLX IPSA has continued to be impacted by the restrictions and handling of the COVID-19 contingency. At this point, given the increase in contagion, some mobility restrictions and lockdowns have been reimplemented, which has imprinted some volatility on the local stock market. Nonetheless, the trend has been positive on the whole, particularly since the beginning of the vaccine process, which has been reflected in a year-to-date increase of 13.66%, as of April 23, 2021, according to data published by the Santiago Stock Exchange.

 

Inflation

 

In the past, Chile has experienced high levels of inflation that affected private consumption, consumer sentiment, financial conditions and the results of various companies. Nevertheless, since the 1990s, inflation has been maintained under control through responsible monetary policy carried out by an independent Central Bank and the adoption of a successful inflation target policy. Thus, in Chile inflation is correlated to both local economic dynamics and external factors. In 2015, the devaluation of the Chilean peso, together with the effect of drought in agricultural activity, produced a CPI variation of 4.4% in 2015. During 2016 inflation –measured as CPI– was 2.7% and returned to the Central Bank’s target range. The 5.3% appreciation of the Chilean peso in 2016, together with the economic slowdown and lower inflationary pressures associated with private consumption, explained the decrease in inflation rate in 2016. In 2017, due to weak economic growth and the impact on the exchange rate of the 8.2% appreciation of the Chilean peso against the U.S. dollar, the CPI recorded a slight increase of 2.3% year over year on both durable and non-durable goods, which is below the midpoint of the Central Bank’s long-term target inflation rate. In 2018, CPI rose 2.6%, partly as a result of the steep decline in oil prices and slower economic growth during the fourth quarter, which was partially offset by a sharp depreciation of the Chilean Peso against the U.S. dollar of 12.7% during the year. During 2019, inflation remained within the Central Bank’s target range, from 2.0% to 4.0%, increasing by 3.0% as measured by the CPI. Although inflation was in the range of 2.0% to 3.0% most of the year, the social unrest in Chile during the fourth quarter of 2019 produced certain inflationary pressures as some economic sectors experienced a constraint in their productive capacity. The depreciation of 8.4% of the Chilean peso against the U.S. dollar also contributed to the increase in inflation by affecting the prices of non-durable goods and fuel. In 2020, in spite of the significant impact of the COVID-19 pandemic on household spending and unemployment rates as a result of the lockdowns determined by Chilean health authorities, CPI recorded a 12-month increase of 3.0%, which was equivalent to the target defined by the Central Bank for long-term inflation. The deflationary pressures triggered by the COVID-19 pandemic coupled with an appreciation of the Chilean peso by the end of the year, all of which was more than offset by the temporary shortfall of certain products during the peak of the COVID-19 pandemic, as many economic sectors were restricted or suspended. As of March 31, 2021 the CPI index has accumulated a year-to-date increase of 1.3%.

 

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136

 

 

An increase in inflation rates could adversely affect the Chilean economy and have an adverse effect on our business, financial condition and results of operations. Our results of operations reflect the effect of inflation in the following ways:

 

a substantial portion of our assets and liabilities are denominated in UFs, a unit that is indexed daily to reflect inflation recorded in the previous month, with the net gain or loss resulting from such indexation reflected in income; and

 

the interest rates earned and paid on peso-denominated assets and liabilities to some degree reflect inflation and expectations regarding inflation.

 

UF Denominated Assets and Liabilities. The UF is revalued in monthly cycles. On each day in the period beginning the tenth day of the current month through the ninth day of the next month, the nominal peso value of the UF is indexed up (or down in the event of deflation) in order to reflect each day a pro rata amount of the prior calendar month’s change in the CPI as published by the Chilean National Statistics Institute. One UF was equal to Ch$28,309.94 as of December 31, 2019 and Ch$29,070.33 as of December 31, 2020. The effect of any changes in the nominal peso value of our UF denominated assets and liabilities are reflected in our results of operations as an increase (or decrease, in the event of deflation) in interest revenue and expense. Our net interest income will be positively affected by inflation (and negatively affected by deflation) to the extent that our average UF denominated assets exceed our average UF denominated liabilities, while our net interest income will be negatively affected by inflation (and positively affected by deflation) when average UF denominated liabilities exceed our average UF denominated assets. Our average UF denominated assets exceeded our average UF denominated liabilities by Ch$6,501,306 million (U.S.$ 8,646.73 million) as of December 31, 2019 and Ch$7,368,318 million (U.S.$ 10,350.21 million) as of December 31, 2020. These figures exclude off-balance or derivative positions. See “Item 4. Information on the Company—Selected Statistical Information.”

 

Peso-Denominated Assets and Liabilities. Interest rates in Chile tend to reflect the prevailing inflation rate and expectations regarding future inflation. The sensitivity of our peso denominated interest earning assets and interest bearing liabilities to the inflation rate may vary. See “Item 5. Operating and Financial Review and Prospects—Operating Results—Overview Interest Rates.” We maintain a substantial amount of non-interest bearing, peso denominated current accounts and other demand deposits. The ratio of such deposits to average interest bearing peso denominated liabilities was 94% during the year ended December 31, 2019 and 136% during the year ended December 31, 2020. Since a large part of such deposits are not indexed to inflation, even a slight decline in the rate of inflation may adversely affect our net interest margin on assets funded with such deposits and even a slight increase in the rate of inflation may increase the net interest margin on such assets. See “Item 4. Information on the Company—Selected Statistical Information—Interest Earning Assets and Net Interest Margin.”

 

Interest Rates

 

Interest rates earned and paid on our assets and liabilities reflect in part, inflation and expectations regarding future inflation, shifts in short-term interest rates related to the Central Bank’s monetary policies and movements in long-term real rates. The Central Bank manages short-term interest rates in order to achieve its long-term inflation target and provide the economy with financial stability.

 

 C: 

137

 

 

Since December 2014, the monetary policy interest rate remained at 3.0% until October 2015, when the Central Bank decided to increase it because inflation remained above the target range, which could be amplified by additional secondary effects associated with increasing oil prices. Thus, by the end of 2015, the Central Bank increased the monetary policy interest rate to 3.5%. Based on the same view, the monetary policy interest rate remained unchanged during 2016 and ended the year at 3.5%. However, beginning in 2017, the Central Bank cut the reference rate by 25 basis points four times (in January, March, April and May), to anchor inflation expectations within the Central Bank’s long-term target range and stimulate sluggish economic demand. Against such economic background and in line with Central Bank’s authority over macroeconomic balances, the monetary policy interest rate stood unchanged at 2.50% during 2017 and remained at the same level until October 2018, when the Central Bank began to withdraw its monetary stimulus in light of low inflation. As a result, the reference interest rate increased to 2.75%. The Central Bank maintained its view regarding inflation and expectation on economic growth, which translated into an additional 25 basis points hike in the monetary policy interest rate, reaching 3.00% in January 2019. This interest rate level remained until mid-year, when the Central Bank surprised the market by cutting the reference rate 50 basis points to 2.50% in June 2019, given an upward revision in the GDP potential growth and economic slack, both resulting in low inflationary pressures. At that point, inflation had remained in the lower boundary of the Central Banks’s target range (2.00%-4.00%). These trends persisted until the third quarter of 2019, which led the Central Bank to apply consecutive interest rate reductions of 50 basis points in September 2019 and 25 basis points in October 2019. Given the economic slowdown produced by the social turmoil that took place in Chile in October 2019, the Central Bank decided to maintain the monetary stimulus, in light of the tempered impact that social crisis had on inflation and the intervention it carried out in the local foreign exchange market in order to halt the depreciation of the Chilean peso. Consequently, the monetary policy interest rate stood at 1.75% as of December 31, 2019. The Central Bank’s view on the Chilean economy remained the same during the first two months of 2020. However, it decided to cut the monetary policy rate by 75 basis points to 1.00% on March 16, 2020, as both local and international economic activity was being negatively affected by the effects of COVID-19. Following the developments associated with COVID-19 and the expected effects on the local economy, the Central Bank applied a further cut of 50 basis points to the reference rate on March 31, 2020. By December 31, 2020, the reference interest rate continued to be 0.5% as a result of not only the Central Bank’s commitment to ensure liquidity in the local economy by providing low-cost funding to local banks in order to promote lending and household consumption, but also due to continued inflation within the Central Bank’s target range throughout the entire year. In the view of the Central Bank, the economy is expected to retake dynamism by the second or third quarter of 2021, so the expansionary monetary bias is expected to at least remain during 2021. Accordingly, as of April 23, 2021, the monetary policy interest rate remains at 0.5%.

 

Since our liabilities generally re-price faster than our assets, changes in the rate of inflation or short-term interest rates are reflected in the nominal interest rates we pay on our liabilities before they are reflected in the nominal interest rates we earn on our assets. Accordingly, our net interest margin on assets and liabilities is usually adversely affected in the short-term by increases in short-term nominal interest rates and benefits in the short-term from decreases in short-term nominal interest rates, although the existence of non-interest bearing peso-denominated demand deposits tends to mitigate both effects. See “—Inflation—Peso-Denominated Assets and Liabilities.” In addition, because our peso-denominated liabilities have relatively short re-pricing periods, those liabilities generally are more sensitive to changes in inflation or short-term interest rates than our UF-denominated liabilities. As a result, during periods when current inflation exceeds the previous month’s inflation, customers often switch funds from peso-denominated deposits to more expensive UF-denominated deposits, thereby adversely affecting our net interest margin.

 

According to information published by the Central Bank, the average annual short term nominal interest rate, based on the rate paid by Chilean financial institutions for 90 to 360 days Chilean peso denominated deposits, was 2.97% in 2018, 2.72% in 2019 and 0.86% in 2020. The average annual long term nominal interest rate, based on the interest rate of the five year Chilean peso denominated bonds in the secondary market, issued by both the Central Bank and the Chilean Government, was 4.07% in 2018, 3.31% in 2019 and 1.93% in 2020. As of March 31, 2021, rates paid by Chilean banks on 90 to 360 day deposits averaged 0.38% on a year-to-date basis. As of the same date, rates of the Central Bank’s five-year Chilean peso denominated bonds averaged 1.62%.

 

Foreign Currency Exchange Rates

 

A portion of our assets and liabilities are denominated in foreign currencies, principally U.S. dollars. In the past, we have maintained and may continue to maintain gaps between the balances of such assets and liabilities. This gap includes assets and liabilities denominated in foreign currencies and assets and liabilities denominated in Chilean pesos that contain repayment terms linked to changes in foreign currency exchange rates. However, we generally offset this gap by taking hedging derivative positions. Because foreign currency denominated assets and liabilities, as well as interest earned or paid on such assets and liabilities and gains (losses) realized upon the sale of such assets, are translated into pesos in preparing our audited consolidated financial statements, our reported income is affected by changes in the value of the peso with respect to foreign currencies, primarily the U.S. dollar. Adjustments to U.S. dollar-indexed assets are reflected as adjustments in net interest earnings and offset results in our foreign exchange position. See “Item 3. Key Information—Selected Financial Data—Exchange Rates” and Item 3. Key Information—Risk Factors—Risks Relating to Chile—Currency fluctuations could adversely affect the value of our ADSs and any distributions on the ADSs.”

 

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138

 

 

Impacts of COVID-19 in 2020

 

The outbreak of COVID-19 was first reported on December 31, 2019 in Wuhan, Hubei Province, China. From Wuhan, the disease spread rapidly to other parts of China, as well as other countries, including Chile and the United States, growing into a global pandemic, as declared by the World Health Organization. Since the outbreak began, countries have responded by taking various measures including imposing mass quarantines, shelter-in-place orders, and medical screenings, restricting or banning travel, limiting public gatherings, closing businesses and schools and suspending certain other economic activities. Although in various countries some of the activity restrictions have been relaxed with progressive success, in many geographies, the number of individuals diagnosed with COVID-19 has significantly increased, causing a freezing or even reversal of the relaxation of activity restrictions. Moreover, although multiple COVID-19 vaccines have received regulatory approval and currently are being distributed to certain at-risk populations, it is too early to know how quickly these vaccines can be distributed to the broader population and how effective they will be in mitigating the adverse social and economic effects of the pandemic. Further, variant strains of the COVID-19 virus have appeared, further complicating efforts of the medical community and governmental authorities in response to the pandemic. In addition, concerns related to COVID-19 lowered equity market valuations, decreased liquidity in fixed income markets and created significant volatility and disruption in global financial markets, particularly in the early months of the pandemic, resulting in the fall of stock prices (including the price of our stock). Also, there continue to be concerns related to the effects of COVID-19 on international trade (including supply chain disruptions and export levels), travel, employee productivity, employee illness, increased unemployment levels, securities markets, and other economic activities that may continue to have an adverse effect on financial markets and economic activity, particularly for companies in the financial sector. Please refer to “Item 3. Key Information—Risks Relating to our ADSs—COVID-19 or any other pandemic disease and health events will affect both the global and the Chilean economy, our business or results of operations and could affect our financial condition” for a discussion of the ways COVID-19 may impact our business and the Chilean economy.

 

In terms of the direct effect on our results of operations and financial condition in 2020, we reflected the dynamics experienced by the whole local banking system, as a consequence of GDP contraction, mobility restrictions and increasing unemployment, as follows:

 

Given the effect of mobility restrictions on overall economic activity, our loan portfolio recorded a moderate annual increase of only 3.0%, although average balances posted a higher expansion. Most of our loan growth was associated with low-margin products, such as commercial loans, growing 8.0% on an annual basis, particularly fostered by the government-guaranteed loan program and, to a lesser extent, due to an expansion of 2.0% in residential mortgage loans. On the other hand, year-end balances of consumer loans, a high-margin product, decreased by approximately 12.9% in 2020 as compared to 2019, mainly due to lowered household consumption and increased unemployment.

 

From the funding point of view, the sharp decrease in nominal interest rates dramatically impacted the contribution of our demand deposits to our cost of funds. We partially offset this effect by both raising approximately Ch$3,100,000 million from the Central Bank bearing an interest rate of 0.5% (equivalent to the reference rate) and demand deposits balances increasing 33.9% on an annual basis. These sources of funding enabled us to replace time deposits held by wholesale counterparties.

 

In terms of our results, the trends observed in our balance sheet and also the changes in the macroeconomic environment produced: (i) a decrease of approximately 4.0% in our net interest income, (ii) lower transactionality, due to the decrease in disposable income of individuals and constrained on-site economic activities had a negative impact on the number of transactions processed, which resulted in a 2.5% decline in fee-based income, (iii) an increase of approximately 65.0% in provisions for loan losses, which in turn mainly resulted from the negative effect of the macroeconomic environment (including higher unemployment, decreased private consumption, stagnation of investment spending (capital expenditures), lower disposable income of individuals and constrained liquidity position of companies, among other effects). These factors, which were partly mitigated by higher results associated with treasury activities, a decrease in operating expenses and lower income tax, resulted in an annual decrease of approximately 33.5% in net income.

 

 C: 

139

 

 

From the capital adequacy perspective, however, we maintained solid equity levels during the year. Although our balance sheet increased by approximately 11.3% in 2020, most of the increase was focused in low-risk financial assets, such as government-guaranteed and residential mortgage loans, as well as Central Bank’s notes in order to face recurrent reserve requirements in a context of increasing demand deposit balances, while riskier assets, such as consumer loans, posted a decrease. In addition, in March 2020 we capitalized 30% of our net distributable income while retaining the effect of inflation on our shareholders equity (jointly amounting to Ch$242,470 million), all of which allowed us to end 2020 with a total capital ratio of 16.0%, as compared to the 14.1% recorded in 2019.

 

Likewise, as part of our commitment to our customers and Chile, we implemented a Support Plan (“Plan Nacional de Apoyo”) for Individuals and SME customers. This plan supported our customers by reducing their financial burden during a specific time period of three to six months by: (i) postponing monthly installments of both residential mortgage and consumer loans, (ii) giving our customers certain facilities to pay their monthly credit card bill, (iii) providing our SME customers with special financing in the form of credits, and (iv) keeping our firm commitment to our SME providers by settling their invoices before ten days. As of December 31, 2020, we had rescheduled approximately Ch$414,155 million of installments of consumer, mortgage and commercial loans. Additionally, to continue aiding our customers, we deployed the special support program for small, medium and large companies associated with the FOGAPE-COVID (government-guaranteed) loan program promoted by the Chilean Government, in order to assist these kinds of borrowers. As of December 31, 2020, we had granted nearly Ch$1,890,000 million in these secured loans, representing 6.1% of our total loan portfolio.

 

During 2021, we supplemented the FOGAPE-COVID program with the FOGAPE-REACTIVA program, which is also a government-guaranteed loan program for microentrepreneurs, SMEs and Middle Market Companies that seeks to prompt economic recovery by promoting borrowing from banks to finance working capital, investment projects and debt restructuring. As of the date of this annual report, we had granted loans of approximately Ch$ 547,402 million related to this program.

 

For more information regarding potential economic or regulatory factors that could affect our results of operations or financial condition, see “Item 3. Key Information—Risk Factors— COVID-19 or any other pandemic disease and health events will affect both the global and the Chilean economy, our business or results of operations and could affect our financial condition” and “Item 5. Operating and Financial Review and Prospects—Trend Information—Impact of COVID-19.”

 

Critical Accounting Policies

 

We prepare our audited consolidated financial statements in accordance with IFRS as issued by the IASB. Note 2 of our audited consolidated financial statements as of and for the year ended December 31, 2020, which are included in this annual report, contains a summary of our significant accounting policies.

 

The preparation of financial statements under IFRS requires management to make certain estimates and assumptions, as some of the amounts reported in the financial statements are related to matters that are inherently uncertain or require modeling. These estimates could change from period to period, which may have a material impact on our financial condition or results of operations. Actual results may differ if conditions or underlying circumstances were to change.

 

The following discussion describes those areas that require considerable management judgment or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial situation and results of operations.

 

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Allowances for Loan Losses: Adoption of IFRS 9 in 2018

 

IFRS 9 establishes new requirements for the classification and measurement of financial assets by introducing a new approach based on both the business model used by the company or bank to manage financial assets and the characteristics of the assets’ contractual flows.

 

 

In terms of impairment, IFRS 9 establishes a single model to be applied to all financial instruments, which requires timely recognition of the expected credit losses (“ECLs”) by introducing a “prospective” analysis for their calculation.

 

For assets measured at either amortized cost or measured at fair value through other comprehensive income (“FVOCI”), including loan commitments and contingent loans, this approach requires a timely recognition of ECLs, which may be accounted as: (i) a loss allowance for assets measured at amortized cost, which is deducted from the actual balance of these assets, (ii) a liability provision for contingent loans, or (iii) a profit or loss in the income statement for financial assets that are measured at FVOCI.

 

IFRS 9 uses a dual approach for determining loan loss allowances depending on the stage at which the asset is classified in light of its credit risk or changes in credit risk. Thus, loan loss allowances based on ECLs may be measured by considering: (i) a 12-month time horizon or (ii) a lifetime horizon. For these purposes, assets are classified as follows:

 

Stage 1: Assets with no significant increase in risk. These are defined as financial assets that have not significantly deteriorated in terms of credit quality as compared to their credit risk evaluation when originated. In this case, ECLs are computed and recognized by considering a 12-month timeframe. This calculation also includes those assets that have been reclassified from Stage 2.

 

Stage 2: Assets with significant increase in risk. These are defined as financial assets that show a significant increase in credit risk as compared to their credit risk evaluation when originated. In this case, ECLs are computed for the whole maturity of the financial instrument by considering lifetime expected loss. For these purposes, Stage 2 also includes those assets with credit risk improvements that have been reclassified from Stage 3.

 

Stage 3: Assets objectively impaired. These are defined as financial assets that show objective evidence of impairment at the end of the reported period. In this case, ECLs are computed for the whole maturity of the financial instrument by considering lifetime expected loss.

 

POCI: Purchased or Originated Credit Impaired. These are defined as financial assets that are credit impaired on initial recognition. POCI assets are recorded at fair value at original recognition and interest income is subsequently recognized based on a risk-adjusted Effective Interest Rate (“EIR”). ECLs are only recognized or released to the extent that there is a subsequent change in the expected credit losses.

 

Expected Credit Losses

 

The expected credit loss is the probability-weighted estimate of credit losses, i.e., the present value of all cash losses. A cash loss is the difference between the cash flows that are due to an entity by contract and the cash flows that the entity expects to receive. The three main inputs used for the calculation of the expected credit loss are, as follows:

 

Probability of Default (PD): The PD is an estimate of the likelihood of a client or counterparty to fail in meeting its legal obligation of payment at a certain time horizon. The default event only occurs in the event that the asset belongs to the Bank and the counterparty has not complied with the payment of installments as agreed by contract.

 

Loss Given Default (LGD): The LGD is the mathematical expectation of the percentage loss that would be incurred if an asset defaults and is referred to as a percentage of the exposure at the time of default.

 

Exposure at Default (EAD): The EAD is an estimate of the exposure at the expected date of default, which takes into account expected changes in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or not, expected drawdowns on committed facilities, and accrued interest on unpaid installments.

 

Credit Conversion Factor (CCF): The CCF is the percentage amount used to estimate the EAD related to off-balance sheet assets, such as contingent loans or credit commitments.

 

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Based on the effects of the COVID-19 pandemic on the global and local economy, as well as the uncertainty that this pandemic imprinted into the ability to generate reliable estimates, during 2020 we reviewed the main estimates and assumptions related to the ECL models for the retail and wholesale portfolios by adjusting models for estimation of both forward-looking Probability of Default and Loss Given Default, with the aim of making them more sensitive to the economic scenario produced by the COVID-19 pandemic. The impact of these adjustments in ECL models resulted in higher provisions for loan losses of approximately Ch$151,652 million before taxes. For more information, see Note 4 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report.

 

Also, for a further description of our policy regarding allowances for loan losses, see Note 2(i)(vii) to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report.

 

Fair Value Estimates for Financial Assets and Liabilities

 

IFRS 13 defines “fair value” as 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. IFRS 13 seeks to increase consistency and comparability in fair value measurements and related disclosures through a ‘fair value hierarchy’. The hierarchy categorizes the inputs used in valuation techniques into three levels. The hierarchy gives the highest priority to (unadjusted) quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The Bank uses valuation techniques appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

 

The objective of using a valuation technique is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants and the measurement date under current market conditions. Three widely used valuation techniques are:

 

Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable (similar) assets, liabilities, or a group of assets and liabilities (e.g. a business).

 

Cost approach – reflects the amount that would be required currently to replace the service capacity of an asset (current replacement cost).

 

Income approach – converts future amounts (cash flows or income and expenses) to a single current (discounted) amount, reflecting current market expectations about those future amounts.

 

In some cases, a single valuation technique will be appropriate, whereas in others multiple valuation techniques will be appropriate. The objective of a fair value measurement is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. A fair value measurement requires an entity to determine all of the following:

 

the particular asset or liability that is the subject of the measurement (consistently with its unit of account).

 

the principal (or most advantageous) market for the asset or liability.

 

the valuation technique(s) appropriate for the measurement, considering the availability of data with which to develop inputs that represent the assumptions that market participants would use when pricing the asset or liability and the level of the fair value hierarchy within which the inputs are categorized. For more information regarding the accounting principles associated with the valuation of financial assets and liabilities, see Note 2(h) to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report. Also, for a further description of our internal fair value classification, see Note 40 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report.

 

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Deferred Tax Assets

 

The Bank records, when appropriate, deferred tax assets and liabilities for the estimated future tax effects attributable to differences between the carrying amount of assets and liabilities and their tax bases. The measurement of deferred tax assets and liabilities is based on the tax rate, in accordance with the applicable tax laws, using the tax rate that applies to the period when the deferred asset and liability will be settled. The future effects of changes in tax legislation or tax rates are recorded in deferred taxes beginning on the date on which the law is enacted or substantially enacted.

 

Modification of Financial Assets

 

Pursuant to our internal procedures, the accounting of modifications to financial assets depend on whether modifications were carried out for customers who had a deteriorated financial condition or due to commercial reasons, as follows:

 

Contractual modifications due to debtor’s financial difficulties. These modifications occur when the Bank changes originally agreed contract conditions in order to allow the customer to comply with their payment obligations. When the modification is significant, it is accounted as a write-off of the original asset and the new loan is measured at fair value, while the difference between the former and the latter asset is accounted in the profit and loss statement. Instead, when the modification is not significant, the former loan is not written off, although its amortized cost is adjusted by including the difference between the book value of the loan before the modification and the present value of the cash flows generated by the modified loan by using the effective interest rate of the former loan, which is recognized in the profit and loss statement.

 

Contractual modifications due to commercial reasons. These modifications are associated with market conditions at the moment of the contract modification, with the purpose of retaining the customer or preserving the commercial relationship, which results in changes to the original interest rate, modifications to the contract tenor or a combination of them, in order to recognize the prevailing market conditions. These modifications are treated as a total or partial write-off of the original loan and the new loan is initially measured at fair value and at amortized cost afterwards. For more information, see “Item 5. Operating and Financial Review and Prospects— Results of Operations for the Years Ended December 31, 2018, 2019 and 2020— Summary of Differences between Internal Reporting Policies and IFRS”.

 

As part of the commercial measures adopted by us as a consequence of the COVID-19 pandemic, since March 2020 we proactively offered to our customers the possibility of applying for special plans of financial aid in light of the effects of the COVID-19 pandemic. This plan included holiday periods, rescheduling of three to six installments and changes to the interest rate of postponed installments. Specific behavior credit requisites were considered in order to allow customers to apply, such as commercial relationship and good payment behavior before the COVID-19 pandemic.

 

At the expiration date of the rescheduled installments, 97% of the total rescheduled loan balances had been timely paid off by the customers who elected the rescheduling program.

 

The accounting treatment of these loan modifications had a no material effect on our results or financial condition.

 

Amendments to Financial Reporting Standards in 2020

 

The accounting policies followed in 2020 are consistent with those prevailing in the previous financial year. The following amendments, corresponding to IFRS enhancements, did not have any impact on our accounting policies, financial position or results of operations.

 

IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies: Changes in Accounting Estimates and Errors. Clarified the definition of ‘material’ and align the definition used in the Conceptual Framework and the standards.

 

IFRS 9 Financial Instruments, IFRS 7 Financial Instruments: Disclosures and IAS 39 Financial Instruments: Recognition and Measurement. Clarified that entities would continue to apply certain hedge accounting requirements assuming that the interest rate benchmark on which the hedged cash flows and cash flows from the hedging instrument are based will not be altered as a result of interest rate benchmark reform.

 

Amendment to IFRS 16 Leases: The amendment provided lessees with an exemption from assessing whether a COVID-19-related rent concession is a lease modification.

 

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Results of Operations for the Years Ended December 31, 2018, 2019 and 2020

 

The consolidated financial information presented in this section for the years ended December 31, 2018, 2019 and 2020 has been audited and prepared in accordance with IFRS. In addition, to the extent that it is available and because we believe it is useful in analyzing our results, we have included information classified by the business segments that we use for internal reporting purposes. As mentioned earlier, information about our business segments is reported under our internal reporting policies, which differ in significant respects from IFRS.

 

Net Income

 

The following table sets forth the principal components of our net income, as detailed in our audited consolidated financial statements for the years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31,   % Increase (Decrease) 
   2018   2019   2020   2018/2019   2019/2020 
   (in millions of Ch$, except percentages) 
IFRS:                    
Net interest income  Ch$1,320,977   Ch$1,371,278   Ch$1,316,788    3.8%   (4.0)%
Net fees and commissions income   359,955    457,302    445,968    27.0    (2.5)
Other income (loss), net   165,138    176,638    172,054    7.0    (2.6)
Provisions for loan losses   (249,771)   (331,601)   (547,106)   32.8    65.0 
Operating expenses   (839,708)   (902,250)   (877,752)   7.4    (2.7)
Income attributable to associates   6,811    6,039    (5,099)   (11.3)   - 
Income before income taxes   763,402    777,406    504,853    1.8    (35.1)
Income taxes   (159,768)   (173,661)   (103,223)   8.7    (40.6)
Net income  Ch$603,634   Ch$603,745   Ch$401,630    0.0%   (33.5)%

 

2019 and 2020. For the year ended December 31, 2020, our net income amounted to Ch$401,630 million, which denoted a decrease of 33.5% or Ch$202,115 million when compared to the Ch$603,745 million recorded in 2019. This trend in net income was primarily attributable to the effects of the COVID-19 pandemic on economic activity and business dynamics, as described in “Item 5. Operating and Financial Review and Prospects–Operating Results–Overview–Impacts of COVID-19 in 2020.” In summary, the annual decrease in net income was mainly related to:

 

An annual increase of approximately 65.0% (or Ch$215,505 million) in provisions for loan losses. This trend reflects the effects of COVID-19 on economic activity and negative expectations regarding customers’ credit behavior in a context of higher unemployment and reduced monthly income in the case of individuals, as well as a deterioration on the financial condition of companies. Throughout the year, the effects were changing, consistent with the evolution of the COVID-19 pandemic and how the mobility restrictions were changing in terms of severity. Accordingly, the first three quarters were the most intensive in terms of loan loss provisions, given the impact of lockdowns on customers’ payment behavior. In the third and fourth quarters instead, monetary and fiscal aid packages, along with the effect of partial withdrawals from pension funds for individuals, alleviated the financial constraints of both individuals and companies, translating into a moderation of non-performing loans and improved, though still weak, payment capacity. Based on these trends, we reviewed our Expected Credit Losses (ECL) models by adjusting models for estimating and forecasting both Probabilities of Default and Loss Given Default in order to recognize the uncertainties regarding the economic outlook as a result of the COVID-19 pandemic with a forward-looking approach. The impact of these adjustments in ECL models resulted in higher provisions for loan losses of approximately Ch$151,652 million before taxes. For more information, see Note 4 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report. To a lesser extent, loan growth contributed to a moderate increase in provisions for loan losses. These factors were to some degree offset by an appreciation of 5.3% of the Chilean peso against the U.S. dollar in 2020, as compared to a depreciation of 8.4% in 2019, which contributed to a decrease in provisions for loans losses related to loans denominated in U.S. dollars.

 

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An annual decrease of approximately 4.0% (or Ch$54,490 million) in net interest income, from the Ch$1,371,278 recorded in 2019 to Ch$1,316,788 million in 2020. There were two main reasons behind this decrease. First, the effects of COVID-19 on economic activity, particularly in household consumption and investment, produced a sharp decrease of approximately Ch$34,730 million in income from loans (net of funding). This decrease was primarily the result of a 6.0% reduction in average balances of our most profitable lending product, consumer loans, during 2020, due to both a weakened demand for loans and also more restrictive conditions in lending amid a more complex scenario in terms of credit risk, and loan growth concentrated in low-margin products, such as SMEs loans as part of the government-guaranteed (FOGAPE) loan program and loans to large companies and corporations, all of which carried lower lending spreads. Second, there was a significant decline in the contribution from demand deposits to our funding cost by approximately Ch$50,100 million, caused primarily by the sharp decrease in local and foreign interest rates as a consequence of monetary actions carried out by central banks across the globe in order to face the downturn produced by the COVID-19 pandemic. These effects were partly counterbalanced by higher contribution of nearly Ch$9,630 million from our UF structural position, in terms of both higher exposure and also lower nominal interest rates funding part of this net asset position.

 

An annual decrease in net fees and commissions of approximately 2.5% (or Ch$11,334 million) in 2020, as compared to 2019. This decline was primarily caused by: (i) the impact of lockdowns and mobility restrictions set as a result of the pandemic, on household spending and, therefore, on transactionality at an industry level, which negatively affected income related to checking accounts, ATMs and credit cards, and (ii) the impact of increased market volatility and uncertainty that led investors to prefer liquidity and low risk investments over profitability, which had a negative effect on fees from mutual funds management. These factors were partly counterbalanced by higher fee income from insurance brokerage, primarily supported by the income from the alliance materialized in 2019 with an international insurance company for the distribution of life and non-life insurance products, which in turn enabled us to more than offset the decline in written policies sales, given a lower demand for insurance products as a consequence of lower disposable income among individuals due to the economic plunge they faced as a result of the COVID-19 pandemic.

 

These factors were partly offset by: (i) lower income tax, by approximately Ch$70,438 million, as a result of a decline of nearly Ch$272,553 million in income before income tax, (ii) effective cost control protocols that we have been designing and implementing over the last two years, enabling us to reduce operating expenses by approximately Ch$24,498 million in 2020 when compared to 2019, and (iii) other income (loss) net increasing 2.6%, or Ch$4,584 million, which was mainly explained by higher results from our Treasury business, which recorded an annual increase of approximately Ch$48,000 million in revenues as a result of the positive effect of decreasing interest rates in the fixed-income portfolio and lower CVA adjustments to derivative positions, which were to some extent offset by a decrease of approximately Ch$22,400 million related to the net asset position in foreign currency that hedges our exposure to US-denominated allowances (credit and fee expenses) and lower net financial income recorded by our Securities Brokerage subsidiary by approximately Ch$10,660 million, mainly due to the solid performance posted by such subsidiary in 2019.

 

2018 and 2019. For the year ended December 31, 2019, our net income remained almost flat at approximately Ch$603,744 million, as compared to the Ch$603,634 million recorded in 2018. This trend in net income was primarily attributable to:

 

An annual increase of 27.0% (or Ch$97,347 million) in net fees and commissions from Ch$359,955 million in 2018 to Ch$457,302 million in 2019. This increase was mainly the consequence of higher fee income from insurance brokerage, attributable to both the long-term strategic partnership achieved with an international insurance company, and the expansion in gross written premiums in 2019. Also, fees and commissions from transactional services including credit cards, debit cards, credit lines and ATMs recorded a sharp increase in 2019, mainly as a result of higher volume of transactions made by customers supported by an enlarged ATM network, in conjunction with the expansion of our customer base and a continuously enhanced loyalty program. Our mutual funds business also contributed to our fee income, mainly due to the increase in asset volume of assets under management and revised pricing of some investment products.

 

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An annual increase of 3.8% (or Ch$50,301 million) in net interest income from Ch$1,320,977 million in 2018 to Ch$1,371,278 million in 2019. The increase was mainly the result of: (i) higher income from loans (net of funding) by approximately Ch$43,675 million in 2019, as compared to 2018, largely attributable to the annual 9.0% expansion in average loan balances, which allowed us to offset a slight decrease in average lending spreads following higher competition, (ii) an annual increase of nearly Ch$20,706 million in the contribution of non-interest bearing demands deposits to our funding structure, mostly explained by a sharp annual increase of 11.3% in average balances, (iii) a higher contribution of our inflation-indexed net asset exposure by approximately Ch$6,158 million, given the effect of lower nominal interest rates benefiting the funding of this position, which more than offset the impact of lower inflation. These factors where offset in part by a decrease in revenues from asset and liability management, given less steepened yield curves during most of the year, which translated into lower chances to profit from term spreads. Also, the prevailing scenario of historically low interest rates encouraged debtors to prepay and restructure long-term loans, which resulted in a financial cost from an asset and liability management perspective.

 

An annual increase of 7.0% (or approximately Ch$11,500 million) in other income, from Ch$165,138 million in 2018 to Ch$176,638 million in 2019. This increase had largely to do with: (i) an annual increase of approximately Ch$28,185 million in foreign exchange adjustment results on our on-balance positions (net of hedge accounting derivatives) due to the effect of the trends observed in the Ch$/U.S.$ exchange rate throughout the year on our foreign exchange net liability position, and (ii) an increase of approximately Ch$25,759 million in income from financial assets held for trading, mostly attributable to higher gains from marking-to-market given favorable shifts in interest rates. These effects were partially offset by: (i) an annual decrease of Ch$32,339 million in results from derivatives, and (ii) lower other operating income of approximately Ch$12,980 million in 2019 as compared to 2018, mainly due to non-recurrent effects in 2018 as explained below.

 

The factors mentioned above enabled us to more than offset: (i) an increase of nearly Ch$81,830 million in provisions for loan losses as a result of both loan growth and net credit quality deterioration in both the retail and the wholesale banking segments, which was a direct aftermath of demonstrations and protests that occurred in Chile at the end of 2019, (ii) an increase of Ch$62,542 million in operating expenses, largely attributable to higher personnel expenses related to both a special bonus granted to the staff and higher severance payments, as well as increased building maintenance expenses due to repairs and reconstruction of branches and ATMs, and (iii) an annual increase of approximately Ch$13,893 million in income tax, mainly owed to lower inflation in 2019 as compared to 2018.

 

Net Interest Income

 

The tables included under the headings “—Interest Revenue” and “—Interest Expense” set forth information regarding our consolidated interest revenue and expenses, average interest earning assets and average interest bearing liabilities for the years ended December 31, 2018, 2019 and 2020. This information is derived from tables included elsewhere in this annual report under “Item 4. Information on the Company—Selected Statistical Information” and is qualified in its entirety by reference to such information.

 

   For the Year Ended December 31,   % Increase (Decrease) 
   2018   2019   2020   2018/2019   2019/2020 
IFRS:  (in millions of Ch$, except percentages)   % 
Interest revenue  Ch$2,000,617   Ch$2,113,548   Ch$1,876,795    5.6%   (11.2)%
Interest expense   (679,640)   (742,270)   (560,007)   9.2    (24.6)
Net interest income  Ch$1,320,977   Ch$1,371,278   Ch$1,316,788    3.8%   (4.0)%
Net interest margin(1)(2)   4.48%   4.25%   3.55%        

 

 

(1)Net interest income divided by average interest-earning assets. The average balances for interest-earning assets, including interest readjustments, were calculated on a daily basis for the Bank’s balances and on a monthly basis for our subsidiaries’ balances.
  
(2)Net interest margin includes the interest earned on trading securities, which is accounted for under Other Income (Loss) Net. Similarly, it includes average balances of trading securities.

 

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2019 and 2020. For the year ended December 31, 2020 our net interest income was Ch$1,316,788 million, which represents an annual decrease of 4.0% or Ch$54,490 million as compared to the Ch$1,371,278 million recorded in 2019. The annual decrease in net interest income was primarily attributable to:

 

An annual decrease of approximately Ch$209,300 million in interest revenues earned on loans to customers, which was mainly associated with the annual decline of 6.0% recorded by average balances of consumer loans and loan growth concentrated in low margin products, such as commercial loans (10.0%) and residential mortgage loans (7.7%). The decrease in consumer loans was highly influenced by the economic downturn produced by the COVID-19 pandemic, which significantly affected demand for loans by individuals and more restrictive credit granting conditions in the context of increased unemployment, higher credit risk and customers’ deteriorated payment capacity. Furthermore, we were impacted by the fact that growth in commercial loans was primarily related to loans granted to SMEs as part of the government-guaranteed loans program bearing low interest rates. In addition, given the expected impact of COVID-19 on the economy, the Central Bank adopted an even more dovish approach than previously taken by lowering interest rates from 1.75% in January 2020 to 0.5% in March 2020. Overall, the annual decrease in interest revenues earned on loans was mainly influenced by: (i) lower interest earned on consumer loans (installment loans, credit cards and credit lines) decreasing approximately Ch$101,345 million in 2020, (ii) a decline of nearly Ch$83,800 million in interest revenues earned on commercial loans, particularly concentrated in commercial credits, trade finance and overdraft loans, and (iii) lower interest revenues on residential mortgage loans by approximately Ch$24,520 million in 2020 as compared to 2019, primarily due to lower long-term interest rates.

 

An annual decrease on interest earned on loans and advances to banks of approximately Ch$16,660 million in 2020 when compared to 2019. The main reason behind this decrease was the sharp decline in nominal interest rates, as mentioned earlier, and an increase of 66.4% in average balances concentrated in short-term low interest-bearing loans.

 

An annual decrease of approximately Ch$7,700 million in interest earned on available for sale securities in 2020 when compared to 2019. This decline was largely attributable to the sustained decreases in both local (nominal and real) and foreign interest rates, which has translated into a decline in the interest carried by these types of securities.

 

These negative factors were partially offset by:

 

An annual decrease of approximately Ch$153,800 million in interests paid on time deposits during 2020 in comparison with 2019. This decline was the consequence of both: (i) the sharp decline in nominal interest rates to approximately 0.5% for tenors up to 730 days in 2020, from an average level of 2.5% in 2019, and (ii) a decrease of approximately 9.8% in average balances in 2020 as a consequence of both an important increase in average balances of demand deposits (32.6%) and the funding provided by the Central Bank to many local banks, at low cost with the purpose of mitigating the effects of the economic downturn caused by the COVID-19 pandemic.

 

An annual decrease of approximately Ch$15,740 million in interests paid on borrowings from financial institutions. This lower cost of funding was mainly the consequence of: (i) lower interest rates in Chile and abroad following the efforts by Central Banks across the globe to mitigate the effects of the COVID-19 pandemic on their economies, and (ii) the effect of the specific funding provided by the Central Bank to local banks, including us, in order to promote liquidity and lending within the local economy with the aim of mitigating the effects of the crisis produced by mobility restrictions. As of December 31, 2020, we had borrowed approximately Ch$3,100,000 million from the Central Bank, bearing a nominal interest rate of 0.5%.

 

An annual increase of approximately Ch$9,630 million in the contribution from our UF-denominated net asset balance sheet exposure. Although UF variation was the same in 2019 and 2020 (2.7%), we benefited from an increase in our UF-denominated balance sheet exposure in 2020 as compared to 2019.

 

Based on these factors, but particularly as a consequence of the decrease in average interest rates earned on assets, given the increase in low margin interest earning assets related to short-term securities used in order to comply with reserve requirements associated with demand deposits, our net interest margin decreased from 4.25% in 2019 to 3.55% in 2020.

 

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2018 and 2019. For the year ended December 31, 2019 our net interest income was Ch$ 1,371,278 million which represents an annual increase of 3.8% or Ch$50,301 million as compared to the Ch$1,320,977 million recorded in 2018. The main drivers supporting the increase in net interest income were:

 

An annual increase of approximately Ch$79,573 million in interest revenues earned on loans to customers, associated with a 9.0% annual expansion in average balances, which was partially offset by a slight decrease in lending spreads, given strong competition, which reduced the average interest rate earned on loans moderately. The annual increase in interest revenues was primarily attributable to higher income in many lending products, including: (i) revenues from consumer loans increasing Ch$23,282 million, (ii) income from commercial and trade finance loans, jointly growing Ch$32,562 million, and (iii) interest income from mortgage loans rising Ch$14,606 million on a yearly basis. In all products, the main driver was loan growth.

 

An annual increase of approximately Ch$6,138 million in the net contribution associated with the management of our UF or inflation-indexed net asset position in 2019 as compared to 2018. The increase in net revenues was mainly the result of: (i) a higher average net position in 2019 as compared to 2018, which caused a volume effect on inflation-indexed revenues, and (ii) the effect of lower nominal interest rates on part of the funding of this position following the Central Bank’s decision to decrease the reference interest rate by 1.0%, from 2.75% in December 2018 to 1.75% in December 2019, through consecutive cuts. These factors allowed us to more than offset the impact of a slight decline in inflation–measured as UF variation, from 2.86% in 2018 to 2.70% in 2019.

 

An annual increase of Ch$3,319 million in interest revenues from loans and advances to banks. This increase was mainly the consequence of higher average balances in 2019 as compared to 2018. The expansion in loans to banks reached 42.9% in average loans during 2019 and was prompted by the prevailing scenario of interest rates that, in conjunction with our leading funding cost, encouraged local banks to borrow from us as a convenient funding source. In a similar fashion, foreign banks also increased their demand for loans by taking advantage of our lower cost of funds in foreign currency, supported by our high credit rating.

 

These positive effects were in part offset by:

 

Higher interest expenses paid on time deposits of approximately Ch$15,384 million in 2019 as compared to 2018. The annual increase was explained, in approximately one-third, by the effect of slightly higher interest rates paid on deposits, and in approximately two-thirds, by the expansion recorded in average balances. It is worth mentioning, however, that the increase in average balances was at 4.0% on an annual basis.

 

An annual increase of approximately Ch$14,296 million in interest expenses paid on borrowings from banks and financial institutions. Once again, the annual increase in interest expenses had mainly to do with higher average balances that rose 29.9% on an annual basis and, to a lesser extent, by slightly higher interest rates. The expansion in average balances was mainly intended to finance the increasing demand for loans from both foreign banks and also from local companies through trade finance loans.

 

An increase of nearly Ch$14,111 million in interest paid on debt issued in 2019, as compared to 2018. This increase was largely related to an increase in long-term debt, with average balances growing 14.9% in 2019 when compared to a year earlier. The issuance of long-term bonds was mainly aimed to finance loan growth, particularly fostered by the strong demand for mortgage loans amid a scenario of historically low real interest rates that encouraged demand for housing.

 

As a result of these factors, but in particular due to the decrease in average interest rates earned on assets, our net interest margin decreased from 4.48% in 2018 to 4.25% in 2019.

 

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Interest Revenue

 

The following table sets forth information regarding our interest revenue and average interest earning assets for the years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31,   % Increase (Decrease) 
   2018   2019   2020   2018/2019   2019/2020 
IFRS:  (in millions of Ch$, except percentages)     
Interest revenue  Ch$2,000,617   Ch$2,113,548   Ch$1,876,795    5.6%   (11.2)%
Average interest earning assets:                         
Commercial loans   14,540,261    15,746,316    17,323,680    8.3    10.0
Residential mortgage loans   7,683,061    8,561,445    9,220,426    11.4    7.7
Consumer loans   4,156,995    4,445,242    4,178,618    6.9    (6.0)
Total loans   26,380,317    28,753,003    30,722,724    9.0    6.9
Repurchase agreements   81,947    81,901    51,467    (0.1)   (37.2)
Other Assets   296,536    378,112    477,743    27.5    26.3
Financial investments   2,811,981    2,830,009    4,424,050    0.6    56.3
Loans and advance to banks   830,763    1,186,841    1,974,545    42.9    66.4
Total  Ch$30,401,544   Ch$33,229,866   Ch$37,650,529    9.3%   13.3%
Average rates earned on total interest earning assets(1)(2):                         
Average nominal rates   6.58%   6.36%   4.98%        

 

 

(1)See “Item 4. Information on the Company—Selected Statistical Information—Average Balance Sheets, Interest Earned on Interest Earning Assets and Interest Paid on Interest Bearing Liabilities.”
  

(2)Average rates earned on interest earning assets do not include the interest earned on trading securities, which is accounted for under Other Income (Loss) Net. However, it does include average balances of trading securities.

 

2019 and 2020. For the year ended December 31, 2020, our interest revenue was Ch$1,876,795 million, an 11.2% decrease when compared to the Ch$2,113,548 million recorded in 2019. The annual decline was primarily due to the decrease in nominal and real local interest rates, and also lower interest rates in foreign currency, explaining approximately Ch$356,200 million of the total decrease in interest revenues. This effect more than offset the positive impact of higher average balances of interest earning assets of approximately 13.3% on an annual basis, resulting in higher revenues of approximately Ch$134,100 million. The increase in average balances of interest earning assets was primarily concentrated in low interest rate assets, such as: (i) the Central Bank’s securities to afford reserve requirements related to the significant increase in demand deposits, and (ii) an increase of 10.0% and 7.7% in average balances of commercial and residential mortgage loans, respectively, where growth in commercial loans was principally fostered by government-guaranteed loans to SMEs as part of the recovery plan to face the COVID-19 pandemic. These factors were coupled with a decrease in high interest rate assets, such as the contraction of 6.0% in average balances of consumer loans. Given these trends, the average interest rate earned on assets recorded a decrease from 6.36% in 2019 to 4.98% in 2020.

 

2018 and 2019. For the year ended December 31, 2019, our interest revenue was Ch$2,113,548 million, which positively compared to the Ch$2,000,617 million recorded in 2018, representing a 5.6% annual increase. This expansion was mainly the consequence of a volume effect of approximately Ch$172,200 million, due primarily to the expansion in on-balance average assets, which in turn was primarily attributable to the effect of loan growth reflected in the average balances of loans to customers growing 9.0% on an annual basis. This effect was partially offset by: (i) the negative effect of a decrease in inflation, from 2.86% in 2018 to 2.70% in 2019, on the average balance of inflation-indexed assets (or UF-denominated assets) by approximately Ch$22,760 million on an annual basis, (ii) the impact of lower average interest rates (excluding the inflation effect) earned on interest earning assets, explaining approximately Ch$46,433 million of the reduced revenue, given by both lower funding rates and also a slight decrease in lending spreads, particularly in loans to customers. Notwithstanding the annual increase in interest revenues, the average interest rate accrued on assets decreased from 6.58% in 2018 to 6.36% in 2019.

 

 C: 

149

 

 

Interest Expense

 

The following table sets forth information regarding our interest expense and average interest bearing liabilities for the years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31,   % Increase (Decrease) 
   2018   2019   2020   2018/2019   2019/2020 
IFRS:  (in millions of Ch$, except percentages)   % 
Interest expense  Ch$679,640   Ch$742,270   Ch$560,007    9.2%   (24.6)%
Average interest-bearing liabilities:                         
Saving accounts and time deposits(1)   10,504,594    10,924,723    9,857,365    4.0    (9.8)
Securities under agreements to repurchase   365,305    269,690    280,827    (26.2)   4.1 
Borrowings from financial institutions   1,190,348    1,546,639    3,225,303    29.9    108.5 
Debt issued   6,680,016    7,767,571    8,719,276    16.3    12.3 
Commercial Papers   323,245    275,802    219,046    (14.7)   (20.6)
Lease Liabilities   -    140,331    133,514    -    (4.9)
Other financial obligations   148,260    127,408    125,362    (14.1)   (1.6)
Total  Ch$19,211,768   Ch$21,051,814   Ch$22,560,693    9.6%   7.2%
Average rates paid on total interest bearing liabilities(2):                         
Average nominal rates   3.54%   3.53%   2.48%          
Average (Chilean peso-denominated) non-interest bearing current account and demand deposits   8,910,601    9,716,000    12,882,627    9.0%   32.6%

 

 

 

(1)Includes interest-bearing demand deposits.
  

(2)See “Item 4. Information on the Company—Selected Statistical Information—Average Balance Sheets, Interest Earned on Interest Earning Assets and Interest Paid on Interest Bearing Liabilities.”

 

2019 and 2020. Our interest expense decreased 24.6% or Ch$182,263 million in 2020 when compared to the Ch$742,270 million recorded in 2019. Similar to the effect observed in interest revenues, the annual decrease in interest expenses was mainly due to the effects of lower short-term and long-term interest rates on the interest paid on liabilities, explaining a decrease of approximately Ch$198,100 million. As mentioned, this was the result of dovish monetary actions taken by the Chilean and foreign central banks in an effort to contain the impact of the economic crisis produced by the spread of COVID-19. On the other hand, interest bearing liabilities increased by approximately 7.2% on an annual basis, which caused a volume effect of Ch$23,000 million that partly offset the impact of lower interest rates. Consequently, the average interest rate paid on liabilities decreased from 3.53% in 2019 to 2.48% in 2020.

 

2018 and 2019. Our interest expense increased 9.2% or Ch$62,230 million in 2019 when compared to the Ch$679,640 million recorded in 2018. The annual increase in interest expenses was mainly due to the effect of an increasing volume of liabilities, which translated into higher interest expenses by approximately Ch$80,600 million, particularly concentrated in the issuance of long-term debt, borrowings from financial institutions and time deposits. The expansion recorded in liabilities was primarily intended to finance the growth posted by our total assets and loans to customers, above all. The effect of higher volumes was partially offset by: (i) the effect of lower inflation on interest expenses related to inflation-indexed liabilities by approximately Ch$12,400 million, (ii) lower average interest rates that translated into approximately Ch$3,120 million of lower interest paid on liabilities, primarily explained by the prevailing scenario of local interest rates that decreased throughout the year as a consequence of the quantitative easing carried out by the Central Bank, which was mainly reflected in interest paid on long-term debt. On whole, as a consequence of these factors, the average interest rate paid on interest-bearing liabilities decreased slightly from 3.54% in 2018 to 3.53% in 2019.

 

 C: 

150

 

 

Net Fees and Commissions Income

 

The following table sets forth certain components of our fees and commissions income (net of fees paid to third parties that provide support for those services) for the years ended December 31, 2018, 2019 and 2020:

 

   Year Ended December 31,   % Increase (Decrease) 
   2018   2019   2020   2018/2019   2019/2020 
   (in millions of Ch$, except percentages)   % 
IFRS:        
Mutual funds  Ch$91,174   Ch$101,046   Ch$92,514    10.8%   (8.4)%
Insurance   72,168    122,108    131,361    69.2    7.6 
Current accounts, overdrafts, credit lines and credit cards   49,595    69,640    63,923    40.4    (8.2)
Demand accounts and ATMs   44,459    60,172    55,779    35.3    (7.3)
Stock brokerage   12,653    11,544    13,253    (8.8)   14.8 
Collection of over-due loans   23,024    23,388    16,693    1.6    (28.6)
Cash management services   6,458    4,700    3,769    (27.2)   (19.8)
Letters of credit, guarantees, collateral and other contingent loans   25,020    26,100    27,825    4.3    6.6 
Custody and trust services   8,907    8,725    8,565    (2.0)   (1.8)
Foreign trade and currency exchange   1,817    2,089    2,319    15.0    11.0 
Financial advisory services   5,046    4,393    4,487    (12.9)   2.1 
Credits and factoring   3,318    6,271    4,003    89.0    (36.2)
Collection services   427    420    291    (1.6)   (30.7)
Teller services expenses   (6,546)   (6,284)   (4,927)   (4.0)   (21.6)
Credit pre-evaluation services   (258)   (404)   (244)   56.6    (39.6)
Wire transfers and payment orders   10,940    12,329    13,364    12.7    8.4 
Other   11,753    11,065    12,993    (5.9)   17.4 
Total  Ch$359,955   Ch$457,302   Ch$445,968    27.0%   (2.5)%

 

2019 and 2020. Our income from fees and commissions was Ch$445,968 million in 2020, which represents a 2.5% annual decrease when compared to the Ch$457,302 million recorded in 2019. This annual decrease in fee-based income was primarily caused by:

 

An annual decrease of approximately 8.4%, or Ch$8,532 million, in fees and commissions from mutual funds management. This decrease was mainly influenced by the effect of the uncertainty on the outlook for local and worldwide economies and the market volatility produced by the spread of COVID-19, which resulted in a sharp correction of stock markets. As a result, investors, particularly retail investors, moved to less risky assets. Therefore, the portfolio managed by our Mutual Funds Management subsidiary changed focus towards fixed-income securities, which carry lower margins. This negative factor was to some extent offset by a 17.0% annual increase in the average balance of assets managed by our Mutual Funds Management subsidiary that enabled it to record an unprecedented 24.2% market share in 2020.

 

An annual decrease of approximately 8.2%, or Ch$5,717 million in fees and commissions from current accounts, overdrafts, credit lines and credit cards. This decrease was mainly the consequence of diverse sanitary measures implemented by health authorities with the aim of controlling the spread of COVID-19, including lockdowns, mobility restrictions and social distancing. These measures negatively impacted employment disposable income of individuals, household spending and, therefore, transactionality. The total amount of transactions made by our customers with credit cards, including purchases, cash withdrawals and bill payments decreased by 19.0% or 18.0 million transactions on an annual basis, which reflects the impact of reduced mobility during the peak of the COVID-19 pandemic and lower than average transactionality during the rest of the year. These drivers were to some degree softened by the positive impact of the two pension fund withdrawals as approved by the Chilean Congress as a measure to increase disposable income for individuals during the COVID-19 pandemic. As a matter of fact, the average ticket per transaction increased 12.5% on an annual basis, which partly mitigated the negative effect on number of transactions.

 

An annual decrease of approximately 28.6%, or Ch$6,695 million in fees and commissions from collection of overdue loans. The main drivers behind this decrease were: (i) the evolution of our loan portfolio and, particularly, the decrease of 6.0% in the average balance of consumer loans, (ii) our support program for individual customers that permitted them to reschedule part of their obligations, and (iii) the positive impact of the two withdrawals from pension funds approved by the Chilean Congress for individuals on past-due loans at an industry level.

 

 C: 

151

 

 

An annual decrease of approximately 7.3% or Ch$4,393 million in net fees and commissions from demand accounts and ATMs. The decrease was primarily the consequence of: (i) an annual decrease of approximately Ch$18.7 million or 43.1% in the amount of cash withdrawal transactions from our countrywide network of ATMs during 2020 as compared to 2019, and (ii) an annual decrease of Ch$19.4 million or 10.5% in the amount of transactions made by our clients with debit cards. These drivers were partially offset by annual increases of 25.4% and 19.4% in the average ticket of cash withdrawals in ATMs and transactions made with debit cards, respectively.

 

These factors were to some extent offset by: (i) an annual increase of 7.6% or Ch$9,253 million in fees and commissions from insurance brokerage, which was attributable to our strategic partnership with Chubb Limited, that resulted in additional fees accrued in 2020 with the beginning of the agreement for life insurance products that enabled us to more than offset the impact of the COVID-19 pandemic on the demand for insurance policies, particularly those linked to consumer loans, that observed an annual decrease of 9.3% in written premiums, (ii), an annual increase of 6.6% or Ch$1,725 million in fees related to letters of credit and contingent loans, partly explained by the evolution of the Chilean peso/U.S. dollar exchange rate throughout the year, and (iii) higher fees and commissions from securities brokerage of approximately 14.8%, or Ch$1,709 million, on an annual basis.

 

2018 and 2019. Our income from fees and commissions was Ch$457,302 million in 2019, which denotes a 27.0% annual increase when compared to the Ch$359,955 million recorded in 2018. This annual increase in fee-based income was primarily supported by:

 

A significant annual increase of 69.2%, or Ch$49,940 million, in net fees and commissions from insurance brokerage, from Ch$72,168 million in 2018 to Ch$122,108 million in 2019. This annual increase was the result of two factors working together: (i) an expansion in the business-as-usual activity that translated into a 17.2% annual expansion in gross written premiums, due to improved value offerings, in both life and non-life products, coupled with a widened distribution network that has leveraged on mobile applications, and (ii) a strategic partnership achieved with Chubb Limited (through its local life and non-life subsidiaries) in January 2019, for exclusivity in the distribution and brokerage of life and non-life products through Banco de Chile’s distribution channels, resulting in additional fees that started accruing in June 2019, for an amount of approximately Ch$29,900 million for the year ended December 31, 2019.

 

An annual increase of Ch$20,045 million in net fees and commissions from current accounts, overdrafts, credit lines and credit cards, from Ch$49,545 million in 2018 to Ch$69,640 million in 2019, mainly as a consequence of: (i) an 11.0% increase in transactions executed by customers using our credits cards, and (ii) an optimization in our loyalty program expenses, and (iii) the opening of approximately 110,000 new current accounts in 2019, that resulted in a 5.7% increase in the amount of current account holders by the end of 2019, net of attrition.

 

Higher net fees and commissions of approximately Ch$15,713 million related to demand accounts and ATMs, which grew from Ch$44,459 million in 2018 to Ch$60,172 million in 2019, primarily as a result of: (i) a 22.5% increase in the average amount of ATMs deployed in the country in 2019 as compared to 2018, which translated into an increase of 17.5% in the amount of transactions carried out in our ATMs, and (ii) an 11.9% increase in amount of purchases and an 18.3% rise in the number of transactions made by customers using our debit cards, along with a 5.2% increase in total debit cards issued.

 

Net fees and commissions from mutual funds increased Ch$9,872 million from Ch$91,174 million in 2018 to Ch$101,046 million in 2019, mainly as a result of a 10.0% expansion in the average amount of assets under management, which also translated into a market share increase of approximately 2.5 percentage points, from 21.1% in December 2018 to 23.6% in December 2019, allowing us to maintain market leadership in this category.

 

An annual increase of approximately Ch$4,342 million in fees and commissions from credits, factoring, wire transfers and payment orders, due primarily to: (i) higher fees from credits and factoring by approximately Ch$2,953 million, due to higher lending activity in all products and segments, and (ii) an increase of Ch$1,389 million in net fees and commissions from wire transfer and payments.

 

 C: 

152

 

 

All of these factors enabled us to more than offset slight decreases in net fees and commissions coming from both cash management and stock brokerage services. Fees and commissions from cash management decreased Ch$1,758 million on an annual basis and stock brokerage fees decreased Ch$1,109 million in 2019, as compared to 2018. In both cases, the decrease had to do with a high comparison base, as the activity in 2018 included certain non-recurrent transactions, such as those conducted by our securities brokerage subsidiary in the local stock market.

 

Other Income (Loss), Net

 

Other income (loss), net, consists of net gains and losses from financial operating income, net gains and losses from foreign exchange transactions and other operating income. Financial operating income results include gains and losses realized on the sale of securities, gains and losses from marking to market of securities and interest rate and currency derivatives at the end of the period. Net gains and losses from foreign exchange transactions include gains and losses realized upon the sale of foreign currency and foreign exchange derivatives and gains and losses arising from the period-end translation of foreign currency denominated assets and liabilities into pesos. Foreign exchange results also include net adjustments on U.S. dollar-indexed domestic currency transactions and existing interest rate differences in currency derivatives.

 

The following table sets forth certain components of our other income (loss), net, for the years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31,   % Increase (Decrease) 
   2018   2019   2020   2018/2019   2019/2020 
IFRS:  (in millions of Ch$, except percentages)     
Income on trading securities  Ch$42,605   Ch$44,274   Ch$24,715    3.9%   (44.2)%
Gains (losses) from mark to market and sales   8,038    32,128    33,216    299.7    3.4 
Financial Assets Held for Trading   50,643    76,402    57,931    50.9    (24.2)
Sales of Available for Sale Instruments   1,118    4,789    27,091    328.4    465.7 
Net Gain (Loss) from other transactions   384    (145)   29    (137.8)   (120.0)
Derivative Instruments   64,730    32,391    (96,369)   (50.0)   (397.5)
Sales of Loan Portfolios   267    0    39    (100.0)   100.00 
Total net financial operating (loss) income   117,142    113,437    (11,279)   (3.2)   (100.9)
Foreign exchange transactions, net   2,701    30,886    156,662    1,043.5    407.2 
Other operating income, net   45,295    32,315    26,671    (28.7)   (17.5)
Total other income (loss), net  Ch$165,138   Ch$176,638   Ch$172,054    7.0%   (2.6)%

 

2019 and 2020. Our other income (loss), net amounted to Ch$172,054 million in 2020, which denoted a 2.6%, or Ch$4,584 million, annual decrease as compared to the Ch$176,638 million recorded in 2019. This annual increase was primarily explained by:

 

An annual increase of 407.2%, or Ch$125,776 million, in income from foreign exchange transactions from Ch$30,886 million in 2019 to Ch$156,662 million in 2020. This increase mainly relied on higher results from foreign exchange adjustments of approximately Ch$265,241 million associated with our on-balance foreign exchange liability exposure, primarily composed of long-term debt issued denominated in foreign currency. Our on-balance liability position benefited from end-of-period appreciation of 5.3% of the Chilean peso against the U.S. dollar in 2020, as compared to the depreciation of 8.4% in 2019. This increase was to some extent offset by: (i) a decrease of approximately Ch$130,530 million in foreign exchange adjustment results on our off-balance foreign exchange net asset position in derivatives held for cash flow hedge accounting, which mirrored part of the on-balance foreign exchange liability exposure, as a result of the aforementioned trends in exchange rates, and (ii) a decrease of nearly Ch$8,935 million in foreign exchange adjustment results from assets that are denominated in local currency, but adjusted by the effect of changes in foreign exchange (primarily leasing loans), as a result primarily to the same trends in exchange rates.

 

An annual increase of 465.7%, or Ch$22,302 million in the sale of available for sale securities, from Ch$4,789 million in 2019 to Ch$27,091 million in 2020. This increase was primarily the consequence of the sharp decrease in local and foreign interest rates for all maturities, which translated into a significant increase in fair value adjustments of our portfolio of available for sale securities. As a result, we materialized those fair value gains by selling a significant part of our portfolio denominated in both local and foreign currency.

 

 C: 

153

 

 

The previous factors were to some degree offset by:

 

An annual decrease of approximately 397.5%, or Ch$128,760 million, in income from derivatives, from a net gain of Ch$32,391 million in 2019 to a net loss of Ch$96,369 million in 2020. This reversal was principally explained by: (i) lower results from foreign exchange adjustments to the average net asset position held in foreign currency derivatives by approximately Ch$143,043 million, from a positive result of nearly Ch$24,998 million in 2019 to a negative income of approximately Ch$118,045 million in 2020, which in turn was primarily due to the end-of-period appreciation of 5.3% observed for the Chilean peso against the U.S. dollar in 2020 as compared to the 8.4% end-of-period depreciation of the Chilean peso in 2019, and (ii) a decrease in the average exposure to exchange rate through derivatives for trading in 2020 as compared to 2019. These effects were partly counterbalanced by a positive effect of CVA for derivatives by approximately Ch$8,530 million in 2020 as compared to 2019, mainly as a consequence of improved probabilities of default, particularly since the beginning of the second half of 2020, and the end-of-period appreciation of the Chilean peso against the U.S. dollar in 2020, as compared to the end-of-period depreciation observed in 2019.

 

An annual decrease of approximately 24.2%, or Ch$18,471 million, in income from financial assets held for trading, from Ch$76,402 million in 2019 to Ch$57,931 million in 2020. This decrease was mainly the result of lower carry on trading securities, which in turn was mainly as a result of the decrease in nominal and real interest rates for all maturities, but particularly short-term maturities. Shifts in exchange rates followed the monetary actions taken by the Central Bank, which, among others, included a decrease in the monetary policy interest rate from 1.75% in December 2019 to 0.5% in March 2020. This effect was amplified by increased positions in the Central Bank’s short-term notes, carrying low interest rates, that we took in order to meet reserve requirements that arose as a consequence of the increase in our demand deposit balances.

 

2018 and 2019. Our other income (loss), net amounted to Ch$176,638 million in 2019, denoting a 7.0%, or Ch$11,500 million, annual increase as compared to the Ch$165,138 million recorded in 2018. This annual increase was primarily the result of:

 

An annual increase of Ch$25,759 million or 50.9% in income from financial assets held for trading, from Ch$50,643 million in 2018 to Ch$76,402 million in 2019. This increase was largely caused by a significant annual rise in gains from marking-to-market of fixed-income securities, as a result of the sharp decrease in nominal and real interest rates following the Central Bank’s decision to reduce the reference interest rate, from 2.75% in December 2018 to 1.75% in December 2019, while inflation remained stable and within the Central Bank’s target range. The shifts seen in interest rates more than offset lower exposure interest rate sensitivities on average in our trading portfolio in 2019, as compared to 2018.

 

An annual increase of Ch$28,185 million in income from foreign exchange transactions from Ch$2,701 million in 2018 to Ch$30,886 million in 2019. This increase was mainly the consequence of higher results from foreign exchange adjustments of approximately Ch$36,826 million related to our on-balance foreign exchange liability exposure, primarily composed of long-term debt issued denominated in foreign currency. Our on-balance liability position benefited from a lower depreciation of the Chilean peso as compared to the U.S. dollar in 2019 (8.4%) as compared to 2018 (12.7%). This effect was partially offset by: (i) a decrease of approximately Ch$5,316 million in foreign exchange adjustment results on our off-balance foreign exchange net asset position in derivatives held for cash flow hedge accounting, which mirrored part of the on-balance foreign exchange liability exposure, as a result of the aforementioned trends in exchange rates, and (ii) a decrease of nearly Ch$3,325 million in foreign exchange adjustment results from assets that are denominated in local currency, but adjusted by the effect of changes in foreign exchange (primarily leasing loans), owed primarily to the same trends in exchange rates.

 

 C: 

154

 

 

These factors were partially offset by:

 

An annual decrease of approximately Ch$32,339 million, or 50.0%, in income from derivatives, from Ch$64,730 million in 2018 to Ch$32,391 million in 2019. This annual decrease was primarily the result of: (i) lower results from foreign exchange adjustments to the average net asset position held in foreign currency derivatives, from approximately Ch$42,783 million in 2018 to nearly Ch$24,998 million in 2019, primarily attributable to the lower depreciation of the Chilean peso against the U.S. dollar in 2019 (8.4%) as compared to 2018 (12.7%) and, to a lesser extent, due to a decrease in the average foreign exchange position linked to derivatives for trading, and (ii) a negative effect of Counterparty Value Adjustment for derivatives by approximately Ch$14,219 million on an annual basis, based on both an increase in probabilities of default reflected on higher credit spreads in 2019 as compared to 2018, which was partly offset by the lower depreciation of the Chilean peso against the U.S. dollar.

 

Other operating income decreased Ch$12,980 million, or 28.7%, on an annual basis from Ch$45,295 million to Ch$32,315 million. This decrease was mainly due to: (i) the release of non-credit related contingency allowances in 2018 by approximately Ch$7,500 million, and (ii) insurance reimbursements of approximately Ch$6,900 million in 2018, as a result of the cybersecurity event that occurred during that year.

 

Provisions for Expected Credit Losses

 

We recognize allowances to cover possible credit losses in accordance with IFRS as issued by the IASB. For statistical information with respect to our substandard loans and allowances for loan losses, see “Item 4. Information on the Company—Selected Statistical Information” and Note 11(c) to our audited consolidated financial statements as of and for the year ended December 31, 2020. According to regulations applicable to such periods, the amount of provisions charged to income in any period consists of net provisions for possible loan losses.

 

The following table sets forth information with respect to our provisions and allowances for expected credit losses and charge-offs for each of the years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31,   % Increase (Decrease) 
  

2018 (1)

   2019   2020   2018/2019   2019/2020 
   (in millions of Ch$, except percentages)   % 
IFRS:            
Provisions:                    
Gross provisions for loan losses (1)  Ch$310,350   Ch$379,576   Ch$588,865    22.3%   55.1%
Total loan loss recoveries   60,579    47,975    41,759    (20.8)   (13.0)
Net provisions for expected credit losses  249,771   331,601   547,106    32.8   65.0
Charge-offs:                         
Total charge-offs   292,923    313,200    332,978    6.9    6.3 
Net charge-offs   232,344    265,225    291,219    14.2    9.8 
Other asset quality data:                         
Total loans  27,926,632   30,033,272   30,937,690    7.5    3.0 
Average Loans   26,380,317    28,753,003    30,722,724    9.0    6.9 
Allowances for loan losses  Ch$585,378   Ch$649,233   Ch$836,107    10.9%   28.8%
Allowances for expected credit losses as a percentage of total loans   2.10%   2.16%   2.70%        
Provisions for expected credit losses as a percentage of average loans   0.95%   1.15%   1.78%        

 

 

(1)This amount includes provisions for due from banks, loans to customers, contingent loan risks and allowances for debt instruments at fair value through OCI.

 

 C: 

155

 

 

2019 and 2020. Our provisions for loans losses recorded an annual increase of 65.0%, or Ch$215,505 million, from Ch$331,601 million in 2019 to Ch$547,106 million in 2020. The increase in credit risk expenses was mainly the result of the dynamics witnessed in the local banking system in 2020, mostly due to the effects of the COVID-19 pandemic on the credit risk profile of our customers. The main trends in credit risk can be summarized, as follows:

 

Higher provisions for loan losses of approximately Ch$216,825 million associated with credit risk deterioration due to the economic downturn produced by:

 

oThe negative effect the COVID-19 pandemic had on economic activity and credit behavior of both individuals and corporate customers. Throughout the year, the effects on provisions for loan losses were mixed and evolved consistent with the path followed by the COVID-19 pandemic and mobility restrictions. Given massive lockdowns established since the end of the first quarter until part of the third quarter of 2020, many companies reduced their working hours, which almost immediately translated into cost cutting actions in personnel expenses, which in turn resulted in higher unemployment. Also, the sharp decrease in household spending significantly reduced companies’ liquidity, particularly in the case SMEs, for a period of approximately four to six months, which affected their financial condition. These trends and their effects on the outlook for the Chilean economy and the main macroeconomic variables we usually utilize as inputs in our Expected Credit Losses (ECL) and provisioning models led us to adjust our forecasting models for both Probabilities of Default and Loss Given Default in order to recognize more accurately and more sensitively the uncertainties generated by the COVID-19 pandemic and the expected impact over the coming quarters and years. The impact of these adjustments in ECL models resulted in higher provisions for loan losses of approximately Ch$151,652 million before taxes. For more information, see Note 4 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report.

 

oAlso, notwithstanding the positive trend in non-performing loans, the forward-looking approach required by IFRS 9 recognized the effect of the weakened and riskier environment on higher probabilities of default, either in a 12-month period or lifetime depending on the stage of the loan, which resulted in higher provisions for loan losses, associated with both our group-based and the individually-evaluated portfolios.

 

An annual increase of approximately Ch$23,300 million in provisions for loan losses due to loan growth. Average balances of total loans recorded an increase of 6.9% in 2020 as compared to 2019. This annual growth, however, was primarily concentrated in low risk lending products, such as commercial loans (growing 10.0%) and residential mortgage loans (growing 7.7%) in 2020. Consumer loans, on the other hand, posted an annual decrease of 6.0% in average balances during 2020. As a result, most of the loan growth effects in provisions for loan losses had to do with growth in commercial loans in SMEs, as well as larger companies.

 

These negative effects were partly offset by:

 

The positive effect of exchange rate shifts on provisions for loan losses. In 2020, the Chilean peso appreciated by approximately 5.3% against the U.S. dollar at year-end, as compared to the 8.4% depreciation experienced at year-end in 2019. The net change (appreciation) of 13.7% on a year-on-year basis of the Chilean peso against the U.S. dollar resulted in lower allowances for loan losses of approximately Ch$16,500 million related to the loan portfolio denominated in U.S. dollar.

 

A net annual decrease of approximately Ch$8,120 million in impairment of financial instruments measured at fair value through other comprehensive income, primarily a result of lower probabilities of default, and also due to the sale of part of our portfolio of instruments measured at fair value through other comprehensive income in order to materialize marking-to-market gains associated with the decrease interest rates during 2020.

 

 C: 

156

 

 

Based on these drivers, our ratio of provisions for loan losses to average loans increased from 1.15% in 2019 to 1.78% in 2020.

 

Regarding delinquency, in spite of a more complex scenario in terms of credit risk and uncertainty regarding the economic outlook, our past-due loans (loans 90 days or more past-due) recorded a decrease of 28.5%, or Ch$119,360 million, from Ch$418,768 million in 2019 to Ch$299,408 million in 2020. Accordingly, our past-due ratio (90 days or more past-due loans over total loans) declined from 1.39% in 2019 to 0.97% in 2020. This annual decrease was primarily explained by the retail banking segment, which recorded a decline of approximately Ch$121,750 million, including decreases in all lending products, but particularly in consumer loans that contributed with approximately Ch$65,500 million of the decrease in 2020. The decrease in delinquency in retail banking was the result of combined factors including: (i) a high comparison base since, in 2019, non-performing loans increased significantly by the end of the year due to the social unrest that took place in Chile, which reduced and negatively affected the payment capacity of some borrowers as a consequence of the economic aftermaths of demonstrations and riots, and (ii) exogenous factors appearing in 2020 as a result of the COVID-19 pandemic associated with monetary and fiscal aid packages implemented in Chile that coupled with two consecutive withdrawals from pension funds by individuals (as approved by the Chilean Congress), a wide array of loan re-schedule programs set by most local banks and a program of government-backed loans for companies through local banks with special focus on SMEs, all of which resulted in increased liquidity and temporary improvement in the customers’ payment behavior. For that reason, the past-due loans ratio (90 days or more past-due loans) for retail banking decreased from 1.89% in 2019 to 1.21% in 2020. Past-due loans (90 days or more past-due loans) in the wholesale banking segment remained almost flat on an annual basis, reaching Ch$58,763 million in 2020 as compared to the Ch$56,372 million in 2019. In this case, delinquency levels produced by the 2019 social crisis did not recover in 2020. Although companies also received some support from banks, fiscal policies were principally oriented to SMEs. Accordingly, the sharp reduction in revenues and liquidity due to the COVID-19 pandemic more than offset these kinds of packages, which resulted in a moderate increase of Ch$2,391 million in past-due loans (90 days or more past-due loans) for the wholesale banking segment. Overall, the past-due loans ratio increased from 0.53% in 2019 to 0.84% in 2020.

 

2018 and 2019. Our provisions for loans losses posted an annual increase of 32.8%, or Ch$81,830 million, from Ch$249,771 million in 2018 to Ch$331,601 million in 2019. The increase in credit risk expenses was mainly attributable to the following factors:

 

An annual increase of approximately Ch$33,443 million in provisions for loan losses explained by loan growth. In fact, average loans increased 9.0% on an annual basis, which was supported by strong growth of 11.0% in the retail banking segment and, to a lesser extent, by a 5.9% annual expansion in the loan book managed by our wholesale banking segment. It is important to note that most of the loan growth effect was concentrated in the retail banking segment, which has higher risk charges when compared to the wholesale segment.

 

An additional increase in loan loss provisions by approximately Ch$46,940 million in 2019 as compared to 2018 as a result of a net credit quality deterioration as reflected by an increase in whole overdue loans. The latter effect was primarily attributable to the social turmoil in Chile at the end of 2019. Protests and demonstrations were followed by damage to public and private infrastructure, as well as interruption of transportation services, since the metropolitan underground was harmed. Economic contraction and the increase in unemployment was a direct cause of the social unrest. As a result, the whole banking industry had to face sharp increases in past-due loans during October and November. We witnessed an increase in whole overdue loans. Since our provisioning models are highly sensitive to overdue, provisions for loan losses related to the retail banking segment posted a significant increase in the fourth quarter of 2019. To a lesser degree, we also had to face deterioration in the financial condition of certain wholesale customers, which also translated into an increase in loan loss provisions for that segment. However, thanks to our effective collection procedures, we managed to normalize less-than-90 days past-due loans in December 2019, although past-due loans (loans 90 days or more past due) remained above our long-term trend, at a rate of 1.39% as of December 2019.

 

A net increase of approximately Ch$5,020 million in impairment of financial instruments measured at fair value through other comprehensive income, primarily a result of increased probabilities of default and changes in interest rates caused by increased volatility in both the local and international financial markets.

 

 C: 

157

 

 

These factors were partially offset by a positive exchange rate effect of approximately Ch$3,573 million associated with a lower depreciation of the Chilean peso against the U.S. dollar in 2019 (8.4%) as compared to 2018 (12.7%). The lower depreciation translated into a lower foreign exchange impact on our USD-denominated loan loss allowances.

 

As a result of these factors, our ratio of provisions for loan losses to average loans recorded an annual increase from 0.95% in 2018 to 1.15% in 2019.

 

From a delinquency point of view, our past-due loans (loans 90 days or more past-due) increased by approximately Ch$113,238 million or 37.1%, from Ch$305,530 million in 2018 to Ch$418,768 million in 2019. Accordingly, our past-due ratio (90 days or more past-due loans over total loans) rose from 1.09% in 2018 to 1.39% in 2019. As mentioned earlier, the social turmoil in Chile at the end of 2019 was the main reason for this increase in past-due loans (90 days or more past-due loans). In fact, since many sectors suffered a reduction in their productive capacity, or damage to their distribution networks due to long-standing protests and violence, the economy contracted 1.8% in the fourth quarter of 2019 and the unemployment rate stood at 7.0%, which is above the 6.7% posted a year earlier. Consequently, the payment capacity of some borrowers decreased, particularly those belonging to the retail banking segment (personal banking and SMEs). For that reason, past-due loans (90 days or more past-due loans) in the retail banking segment increased Ch$76,704 million. This behavior was primarily associated with consumer loans granted to individuals and commercial loans rendered to SMEs, jointly explaining 80.7% of the total increase in the retail banking segment. To a lesser extent, past-due loans (90 days or more past-due loans) in the wholesale banking segment posted an annual advance of Ch$36,534 million in the 2019 as compared to 2018. As mentioned earlier, some companies, particularly those participating in the middle market segment, retailers and some large companies showed deterioration in their financial condition as a result of the social unrest, suffering significant decreases in their turnover, which translated into working capital constraints. As a result, past-due ratios increased from 1.66% in 2018 to 1.89% in 2019 and from 0.17% 2018 to 0.53% in 2019, in the retail banking and the wholesale banking segment, respectively.

 

Operating Expenses

 

The following table sets forth information regarding our operating expenses for the years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31,   % Increase (Decrease) 
   2018   2019   2020   2018/2019   2019/2020 
IFRS:  (in millions of Ch$, except percentages)   % 
Personnel expenses  Ch$440,630   Ch$475,599   Ch$457,176    7.9%   (3.9)%
Administrative expenses:                         
Advertising   31,375    27,808    23,561    (11.4)   (15.3)
Building maintenance   36,716    50,297    48,218    37.0    (4.1)
Rentals and insurance   40,059    14,449    15,686    (63.9)   8.6 
Office supplies   8,535    9,366    11,094    9.7    18.4 
Other expenses   214,792    227,785    220,322    6.0    (3.3)
Total administrative expenses   331,477    329,705    318,881    (0.5)   (3.3)
Depreciation and amortization   37,681    70,541    73,357    87.2    4.0 
Impairments   334    2,555    1,661    665.0    (35.0)
Other operating expenses   29,586    23,850    26,677    (19.4)   11.9 
Total  Ch$839,708   Ch$902,250   Ch$877,752    7.4%   (2.7)%

 

 C: 

158

 

 

2019 and 2020. Our total operating expenses decreased by approximately 2.7% or Ch$24,498 million on an annual basis from Ch$902,250 million in 2019 to Ch$877,752 million in 2020. The annual decrease in operating expenses was primarily explained by:

 

An annual decrease of 3.9%, or Ch$18,423 million, in personnel expenses from Ch$475,599 million in 2019 to Ch$457,176 million in 2020, mainly due to: (i) an annual decline of Ch$12,354 million in bonuses and other benefits to the staff, mainly related to a decline in business activity during 2020, including lower loan origination and a decrease in financial performance bonuses, and (ii) lower severance payments of approximately Ch$12,106 million in 2020 as compared to 2019, largely explained by the organizational restructuring we started by the end of 2019. These effects were to some extent offset by a slight increase of approximately 1.6%, or Ch$4,033 million, in salaries, which reflects the effect of inflation recognition on salaries (3.0%), which was partially offset by the annual decrease in headcount following our efficiency program.

 

An annual decrease of approximately 3.3%, or Ch$10,824 million, in administrative expenses, from Ch$329,705 million in 2019 to Ch$318,881 million in 2020. The main drivers explaining this annual decrease were as follows: (i) an annual decrease of approximately Ch$8,235 million in outsourced services, primarily attributable to the internalization of core IT developments and sales services aimed at improving our productivity and efficiency, (ii) lower expenses in external advisory of approximately Ch$6,450 million in 2020, as compared to 2019, mainly explained by a high comparison base as in 2019 we deployed the first steps of our efficiency program and also the development of a new service model for branches, (iii) an annual decrease of approximately Ch$4,247 million in advertising and marketing expenses due to cost effective campaigns implemented in 2020, and also the decline in business activity because of the COVID-19 pandemic, and (iv) lower expenses associated with fixed-assets maintenance and repairs by approximately Ch$4,979 million in 2020 as compared to 2019, principally explained by a high comparison base since, in 2019, we faced the repair of many branches and ATMs as a result of the social unrest that occurred in Chile in October 2019. These factors were partly offset by: (i) higher costs related to IT developments addressed internally during 2020 by approximately Ch$7,500 million, such as the launch of our new FAN account, improvements to customers’ websites, mobile apps and the development of certain cybersecurity projects, and (ii) the effect of higher expenses by approximately Ch$6,400 million linked to sanitization protocols and materials needed for safe on-site operation of branches and headquarters during the COVID-19 pandemic.

 

These factors were partly offset by an annual increase of approximately 11.9% or Ch$2,827 million in other operating expenses, mainly explained by lower expenses associated with assets received in lieu of payment.

 

2018 and 2019. Our total operating expenses increased 7.4% or Ch$62,542 million on an annual basis from Ch$839,708 million in 2018 to Ch$902,250 million in 2019. The annual change in operating expenses was mainly attributable to:

 

An annual increase of 7.9% or Ch$34,969 million in personnel expenses, from Ch$440,630 million in 2018 to Ch$475,599 million in 2019, which was primarily the consequence of: (i) an annual increase of Ch$15,159 million related to severance payments following organizational restructuring in diverse business and back-office units in order to shape the bank’s structure to the new efficiency challenges linked to the digital transformation, (ii) an annual increase of approximately Ch$9,967 million in salaries mainly due to the effect of inflation adjustment to salaries twice a year as agreed with our unions, and (iii) an annual increase of Ch$8,400 million in bonuses granted to our staff, mainly associated with a special bonus amounting to approximately Ch$5,453 million rendered to recognize the commitment of our employees during the social unrest in Chile.

 

 C: 

159

 

 

An annual increase of approximately Ch$32,860 million in depreciation and amortization from Ch$37,681 million in 2018 to Ch$70,541 million in 2019. The increase is largely explained by the adoption of IFRS 16 since January 1, 2019, which requires recognition of lease contracts, where the bank is a lessee, as an asset in use subject to depreciation and amortization. This effect explains approximately Ch$28,472 million of the total increase in this line-item. The remaining amount is explained by both higher depreciations on fixed-assets by approximately Ch$2,009 million and higher amortizations on intangible assets by approximately Ch$2,379 million. Both of these effects had mainly to do with capital expenditures in IT platforms, technology infrastructure, equipment and software due to our digital transformation strategy. Similarly, renovation of certain branches, as well as a commercial agreement with a local retailer that resulted in a net enlargement of our ATM network, also contributed to this increase.

 

An annual increase of nearly Ch$2,221 million in impairments, which amounted to Ch$6,023 million in 2019, mainly due to the damage caused by protests in Chile that derived from social unrest on nine of our branches and approximately 109 ATMs during the weeks that followed October 18, 2019, which translated into higher fixed-assets impairments by approximately Ch$2,200 million in 2019 as compared to 2018.

 

The factors mentioned above were partly offset by an annual decrease of approximately Ch$1,772 million in administrative expenses, from Ch$331,477 million in 2018 to Ch$329,705 million in 2019. The annual decline was the result of a combination of factors, including: (i) a decrease of approximately Ch$25,610 million in rental expenses associated with the new accounting treatment defined by IFRS 16 for long-term lease contracts, and (ii) lower advertising expenses by nearly Ch$3,567 million in 2019 as compared to 2018, mainly due to efficiency initiatives. These elements were, to a great extent, offset by: (i) an annual increase of approximately Ch$13,581 million in maintenance expenses from repairs and restoration of some of our branch and ATMs networks, as a result of the damages produced by demonstrations during the social unrest, as well as the transformation of certain branches in order to adapt them to our new dual-service model, which merges former Banco CrediChile’s branches into Banco de Chile’s locations, and (ii) higher IT and communication expenses by approximately Ch$12,964 million on an annual basis, which was mainly related to the implementation of some initiatives that are part of our digital transformation strategy, in addition to the adoption of world-class cybersecurity infrastructure and software that aims to protect our customers’ transactions and our own operations from cyberattacks.

 

Income Tax

 

Under Law No. 19,396 Banco de Chile was permitted to deduct dividend distributed to SAOS (as payment for the subordinated debt held with the Central Bank) from its taxable income and, therefore, our effective tax rate was lower than the statutory corporate income tax rate until such debt was repaid by SAOS to the Central Bank on April 30, 2019, based on the dividends we distributed to SAOS. In fact, the tax benefit was extinguished by mid-2018, since at that point we had accumulated sufficient earnings to distribute sufficient dividends to SAOS in order to pay the last installment of the subordinated debt to the Central Bank in April 2019 (with charge to net distributable income generated in 2018). For more information, see Note 17 to our audited consolidated financial statements as of and for the year ended December 31, 2018 appearing elsewhere in this annual report. See “Item 4. Information on the Company—History and Development of the Bank—The 1982-1983 Economic Crisis and the Central Bank Subordinated Debt.”

 

Therefore, for the year ended December 31, 2019, in the absence of the tax benefit related to the dividend distributed to SAOS as payment for the subordinated debt, our effective tax rate increased to approximately 22.3% from the 20.9% recorded in 2018, when we still benefited from part of the tax benefit associated with the subordinated debt.

 

Additionally, but to a lesser extent, differences in the tax treatment for monetary correction (effect of inflation on equity), as well as provisions on individual loans and for charge-offs related to past due loans, have an impact on our effective tax rate through deferred taxes. Finally, until 2014 all real estate taxes paid on properties that are leased to customers were deductible from our taxable income as a tax credit. However, in light of the tax reform approved in 2014, for the year ended December 31, 2015 only 50% of these kinds of taxes can be deducted from our taxable income. Since 2016, no tax credits have been allowed from taxes paid on leased properties. For more information, see “Item 10. Additional Information—Taxation—Chilean Tax Considerations—Tax Reform Law No. 20,780.”

 

 C: 

160

 

 

On July 31, 2010, the Chilean Congress enacted Law No. 20,455 in response to the February 27, 2010 earthquake, which temporarily increased the statutory corporate income tax rates from 17.0% to 20.0% for the year ending December 31, 2011 and 18.5% for the year ending December 31, 2012, returning to 17.0% for the year ended December 31, 2013. Nevertheless, in 2012 the Government submitted a tax reform bill to the Chilean Congress, which was passed on September 27, 2012 (Law No. 20,633), establishing a new statutory corporate income tax rate of 20.0% from 2012 onwards.

 

In September 2014, the Chilean Congress approved a law reforming the Chilean tax system. This tax reform (Law No. 20,780) gradually increases the first category tax or corporate tax rate between 2014 and 2018 while establishing two alternative tax regimes from 2017 onwards: (i) the Semi-Integrated Regime and (ii) the Attribution Regime. The tax reform increases the statutory corporate tax rate from 20.0% in 2013 to 21.0% in 2014, 22.5% in 2015 and 24.0% in 2016. From 2017 onwards, the statutory corporate tax rate will depend on the tax regime chosen by the owners of the taxpayer (the company). If the Semi-Integrated Regime is selected, the company will be subject to a statutory corporate tax rate of 25.5% in 2017 and 27.0% from 2018 onwards. If, instead, the Attribution Regime is selected, the company will be subject to a statutory corporate tax rate of 25.0% from 2017 onwards.

 

Notwithstanding the above, in February 2016, a new tax law was enacted (Law No. 20,899), which subjects publicly-traded companies only to the Semi-Integrated Regime. Accordingly, the statutory corporate tax rate for Banco de Chile was 25.5% in 2017 and will be 27.0% from 2018 onwards.

 

On August 23, 2018 the Chilean Government presented a bill intended to modernize the Chilean tax system. The proposed bill considers a return to the integrated system by permitting that 100% of the income tax borne by corporations be used as a tax credit by the final taxpayer (individuals). In addition, the bill incorporates a series of modifications to the tax system, including, among others: (i) the establishment of a new taxation regime levied on services rendered digitally, which will be subject to a 10% rate, where banks and credit card issuers will be in charge of withholding and paying the collected tax income from users of these digital services, (ii) the introduction of some tax benefits for SMEs, such as instantaneous depreciation of assets and reduced tax rates while simplifying the annual income tax return process for SMEs, (iii) the simplification of requisites to recognize expenses that may be deducted from the taxable income, (iv) an update to the Chilean Internal Revenue Service procedures intended to reduce terms while limiting exclusive powers of the Chilean Internal Revenue Service Director, and (v) the creation of a Taxpayer Protection & Advisory agency, which pursues to be a counterpoint to the Chilean Internal Revenue Service on taxation matters such as interpretation of tax regulation while assisting taxpayers on overall taxation matters.

 

Following the social crisis that took place in Chile in the fourth quarter of 2019, the current administration reformulated the proposed bill, which at that point had not been approved by the Chilean Congress yet, in order to address new social demands by means of increasing tax collection, while giving up certain elements with the purpose of achieving an agreement. Thus, Law No. 21,210 was passed by the Chilean Congress on January 29, 2020 and enacted by the Chilean Government on February 24, 2020, to modernize the local tax system. The new law mainly focuses on: (i) promoting entrepreneurship measures by providing SMEs with a special tax regime based on total integration and a statutory tax rate of 25%, as opposed to large companies and corporations whom will continue to be subject to a semi-integrated system, while bearing a statutory corporate tax rate of 27%, (ii) implementing initiatives to promote private investment by introducing instantaneous or accelerated depreciation for fixed-assets, reducing the time frame to receive reimbursements of VAT paid on fixed-assets, while reducing or eliminating property taxes paid by elderly people, (iii) increasing taxes paid by high-income individuals by means of adding a new tax bracket of 40%, raising taxes on properties exceeding U.S.$500,000 in assessed value, incorporating a regional green tax of 1% levied on investment projects exceeding U.S.$10 million in capital expenditures that were subject to environmental approval, and lowering tax benefits on capital gains obtained in stock markets, (iv) creating a Taxpayer Protection & Advisory Agency, which aims to be a counterpoint to the Chilean Internal Revenue Service on taxation matters, and (v) introducing a digital approach, which considers both the compulsory use of electronic bill and invoices, aimed at reducing tax evasion, and the imposition of VAT on digital services rendered from foreign countries.

 

In summary, the new law does not represent a significant change for us in terms of a statutory corporate tax rate of 27%, or the semi-integrated system that currently applies to us. Nonetheless, it requires us to withhold the VAT levied on digital services paid through our credit or debit cards, which will translate into additional IT costs.

 

 C: 

161

 

 

For more information, see “Item 4. Information on the Company—Regulation and Supervision—Amendments to the Reform that Modified the Chilean Tax System” and “Item 10. Additional Information—Taxation—Chilean Tax Considerations.”

 

2019 and 2020. Our income tax expense was Ch$103,223 million in 2020, which represented an annual decrease of 40.6%, or $70,438 million, from the Ch$$173,661 million recorded in 2019. Based on this result, the effective tax rate decreased from 22.3% in 2019 to 20.5% in 2020. The income tax decrease was mainly explained by an annual decrease in income before income taxes by approximately Ch$272,553 million or 35.1% in 2020 as compared to 2019, given the lower business activity due to the impact of COVID-19 on almost all business segments, which translated into approximately Ch$73,591 million in income tax at the statutory corporate tax rate of 27.0%. This factor was to some extent offset by an increase in other tax charges by approximately Ch$2,736 million, mainly associated with higher non-tax deductible expenses in 2020.

 

2018 and 2019. Our income tax expense was Ch$173,661 million in 2019, which represented an annual increase of 8.7%, or Ch$13,893 million, from the Ch$$159,768 million recorded in 2018. The annual increase in income tax resulted in an effective tax rate increase from 20.9% in 2018 to 22.3% in 2019. The income tax increase was primarily the result of: (i) an annual decrease of Ch$24,515 million in the tax benefit produced by the deduction of the subordinated debt annual payment, which disappeared in 2019 as the amount paid in 2019 was accrued, for taxation purposes, during the year ended December 31, 2018, and (ii) an annual increase of Ch$14,004 million in income before income tax in 2019 as compared to 2018, which explained approximately Ch$3,790 million of the annual rise in income tax. These effects were partly offset by: (i) an annual increase of Ch$7,718 million in other deductions related to tax benefits associated with the effect of inflation revaluation on equity accounts and capital gains recognized on the sale of fixed-income bonds formerly held in our investment portfolio, and (ii) a decrease in other tax charges of approximately Ch$6,693 million, mainly associated with higher non-tax deductible expenses in 2018.

 

Business Segments

 

To the extent that it is available and because we believe it is useful in analyzing our results, we have included information on a consolidated basis by business segments, disclosed under our internal reporting policies. A summary of differences between IFRS and our internal reporting policies is presented under “Item 5. Operating and Financial Review and Prospects—Operating Results—Summary of Differences between Internal Reporting Policies and IFRS.”

 

For management purposes, we have organized our operations and commercial strategies into four business segments, which are defined according to the type of products and services offered to target customers. These business segments are:

 

Retail Banking: This segment is focused on individuals and small and medium-sized companies whose annual sales do not exceed Ch$2,000 million. The segment’s value proposition is primarily focused on consumer loans, commercial loans, current accounts, credit cards, credit lines and residential mortgage loans.

 

Wholesale Banking: This segment is focused on corporate clients and large companies whose annual sales exceed approximately Ch$2,000 million. This segment offers products and services focused on commercial loans, current accounts, cash management services, debt instruments, foreign trade, derivative contracts and leases, as well as corporate finance transactions.

 

Treasury and Money Market: The revenue generated by this segment relates to the management of our liquidity and net positions subject to market risks. This segment also includes the results of our securities portfolio, our derivatives positions and currency trading.

 

 C: 

162

 

 

Operations through subsidiaries: This segment includes all companies controlled by us whose results are obtained individually by the respective company. As of December 31, 2020, this business segment consisted of:

 

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.; and

 

Socofin S.A.

 

On February 4, 2021 we began a voluntary and anticipated dissolution process for Banchile Securitizadora S.A. as approved by the subsidiary’s shareholders during the extraordinary meeting held on the same date. The final approval of the CMF is still in progress.

 

The accounting policies described in the summary of accounting principles in “Item 5. Operating and Financial Review and Prospects—Operating Results—Critical Accounting Policies” apply to all business segments. Matters such as the evaluation of segment performance and decision-making processes regarding goals and allocation of resources for each segment are based on a cost-benefit analysis and are aligned with our overall strategic goals.

 

In order to measure each segment’s financial performance, we use a business segment-based profitability system, which allows us to obtain information for each business segment relative to income, balances, revenues and expenses, among other indicators. This system has been internally developed in order to serve our specific requirements and we continuously work to improve it. In addition, business segment information is subject to general internal auditing procedures to ensure its integrity and usefulness for management decision-making.

 

The financial information used to measure the performance of our business segments is not necessarily comparable with similar information from other financial institutions because it is based on our internal reporting policies. The accounting policies used to prepare our operating segment information are similar to those described in Note 2(ab) to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report, except as noted below:

 

The net interest margin of loans and deposits is measured on an individual transaction basis, due to the difference between the effective individual transaction rate and our related fund transfer price in terms of maturity, re-pricing and currency.

 

The results associated with gap management (interest rate and currency mismatches) are allocated to the business segments in proportion to the loans and demand deposits managed by each segment.

 

For purposes of allocating the effect of funding through capital and reserves, the internal performance profitability system considers capital allocation in each segment in accordance with Basel guidelines.

 

In addition to direct costs (consisting mainly of labor and administrative expenses of the business segments), we allocate all of our direct and indirect operating costs of back office and support units to each business segment by utilizing the most relevant business driver to assign such costs to a specific segment.

 

We apply Chilean GAAP, as required by the CMF, when measuring and recording allowances for loan losses, assets received in lieu of payments, minimum dividend allowances and other minor items for internal reporting purposes. These accounting principles differ in certain respects from IFRS. A description of these differences is presented below under “Item 5. Operating and Financial Review and Prospects—Operating Results—Summary of Differences between Internal Reporting Policies and IFRS.”

 

 C: 

163

 

 

Net Income by Business Segment

 

The following table sets forth income before income tax by business segment in accordance with our internal reporting policies for each of the years ended December 31, 2018, 2019 and 2020:

 

   For the Year Ended December 31,   % Increase (Decrease) 
   2018   2019   2020   2018/2019   2019/2020 
BANK’S INTERNAL REPORTING POLICIES:  (in millions of Ch$, except percentages)     
             
Retail banking  Ch$328,799   Ch$351,086   Ch$271,384    6.8%   (22.7)%
Wholesale banking   313,540    306,374    187,318    (2.3)   (38.9)
Treasury and Money Market   47,352    22,539    64,936    (52.4)   188.1 
Subsidiaries   61,713    82,693    65,434    34.0    (20.9)
Other                    
Income before Income tax  Ch$751,405   Ch$762,692   Ch$589,072    1.5%   (22.8)%

 

Retail Banking

 

2019 and 2020. Our retail banking segment recorded income before income tax of Ch$271,384 million in 2020, which represented an annual decrease of 22.7% or Ch$79,702 million when compared to the Ch$351,086 million recorded in 2019.

 

This annual decrease was primarily caused by an annual decrease in operating revenues of approximately 7.1%, or Ch$94,359 million, which in turn was explained by:

 

An annual decrease of approximately 9.0% or Ch$64,120 million in income from loans, largely attributable to the sharp decrease of 6.4% in average balances of consumer loans explaining approximately 80%, or nearly Ch$51,500 million, of the overall decrease in income from loans. The decrease in consumer loans was primarily the consequence of the business dynamics fostered by the COVID-19 pandemic, which translated into an economic downturn, increased unemployment and customers’ deteriorated payment capacity, all of which resulted in a weakened demand for loans and more restrictive credit conditions on lending, across the industry. In addition, income from residential mortgage loans decreased by approximately Ch$15,500 million or 10.8% on an annual basis, mostly due to lending spreads that converged to normal levels from the ones seen in 2019, which more than offset an 8.0% increase in average mortgage loan balances managed by the segment.

 

An annual decrease of approximately 14.3%, or Ch$21,200 million, in income demand deposits managed by the segment. This annual decrease was mainly the result of the local and global economic downturn caused by COVID-19, which led central banks to take a dovish monetary approach that translated into a sharp decrease in reference interest rates to historical lows of 0.5%, in the case of Chile, and 0.25%, in the case of the United States. Long-term interest rates also followed this trend, while reflecting the weakened economic outlook ahead. The effect of lower interest rates was to some extent offset by a significant annual increase of 41.1% in average demand deposit balances.

 

An annual decrease of approximately 1.2%, or Ch$3,105 million, in fees and commissions income. Our commissions fee-based income was negatively impacted by the sharp decrease in transactionality a result of the lockdowns and mobility restrictions imposed due to the COVID-19 pandemic. However, this was partially offset by the positive effect of approximately Ch$28,600 million in higher fees received from our partnership with Chubb Limited for life and non-life insurance business associated with the annual accrual of the upfront fee received as a result of the distribution and brokerage agreement.

 

 C: 

164

 

 

The annual decrease in operating revenues was partly counterbalanced by:

 

An annual decrease of approximately 30.5%, or Ch$17,600 million, in operating expenses, largely attributable to lower personnel expenses of approximately Ch$23,600 million on an annual basis, which in turn was supported by: (i) lower severance payments as a consequence of a high comparison base associated with the organizational restructuring process started in 2019, (ii) salaries increasing below inflation as a result of lower headcount, and (iii) a decrease in bonuses and benefits in line with a deteriorated financial performance produced by the weakened economic backdrop and due to a high comparison base in light of the special bonus granted to the staff in 2019 in recognition of their commitment during the social unrest in Chile in October 2019.

 

An annual decrease in provisions for loan losses of approximately 2.1%, or Ch$7,000 million, in 2020 as compared to 2019. In spite of increasing provisions during the peak of the COVID-19 pandemic, a combination of several effects resulted in a net annual decrease in provisions for loan losses for the segment. Factors producing a decrease in provisions for loan losses were: (i) a high comparison base as a result of further provisioning in 2019 due to the social unrest that translated into a non-recurrent hike in total past-due loans (loans past-due by more than 90 days) and, accordingly, higher provisions, which coupled with the effect observed by the end of 2020 in total past-due loans (loans past-due by more than 90 days) that decreased significantly as a result of the one-time effect of increasing disposable income among customers due to factors such as the two withdrawals from pension funds authorized by the Chilean Congress and additional income generated by fiscal aid packages, and (ii) the annual decrease in consumer loans balances by approximately 6.0%. These effects were partly offset by: (i) a one-time impact of approximately Ch$71,000 million in higher loan loss provisions associated with the recalibration of probabilities of default for our provisioning models for the group-based evaluated portfolios, in order to properly reflect the deteriorated economic environment as a consequence of the COVID-19 pandemic, and (ii) further deterioration linked to the effects of the COVID-19 pandemic on certain lending products.

 

2018 and 2019. Our retail banking segment recorded income before income tax of Ch$351,086 million in 2019, which represented an 6.8% annual increase when compared to the Ch$328,799 million recorded in 2018.

 

This annual increase was mainly attributable to an annual increase of 10.2% or Ch$122,200 million in operating revenues, which, in turn, was mainly the consequence of:

 

An annual increase of 45.4%, or Ch$83,800 million, in net fees and commissions, which was principally explained by: (i) higher fee-income from insurance brokerage related to both recurrent business growth of nearly 17.2% in gross written premiums and approximately Ch$29,900 million in fees received from the partnership we entered into with Chubb Limited through its local subsidiaries for life and non-life insurance products, and (ii) an annual increase in fees and commissions from transactional services used by the segment’s customers, mostly related to transactions carried out with credit cards, debit cards and ATMs.

 

An increase of 6.0%, or approximately Ch$10,020 million, in income from loans primarily due to an 11.0% increase in average loans to customers, in conjunction with slightly lower lending spreads, which in turn was a trend in all lending products.

 

An annual increase of approximately Ch$2,883 million or 8.4% in the contribution of demand deposits managed by this segment to our funding cost, in light of the 9.9% annual increase in average balances that more than offset the effect of lower nominal interest rates.

 

The annual increase in operating revenues was partially offset by:

 

An increase of 9.0%, approximately Ch$53,600 million, in operating expenses. On the one hand this increase was attributable to higher personnel expenses due to: (i) higher severance payments as a consequence of organizational restructuring that we have carried out in order to adapt the corporation to the digital transformation process, (ii) a special bonus granted to part of the staff due to their commitment to the Bank and our customers during the social unrest, amounting to approximately Ch$5,453 million for the Bank as a whole, and (iii) higher salaries due to the recognition of inflation effect as agreed with our unions. In addition, the segment also posted higher administrative expenses due to: (i) an annual increase in maintenance expenses from repairs for damage to our branches and ATMs caused by the social turmoil, and (ii) higher IT and communication expenses related to developments and improvements to some business platforms, given our digital transformation strategy.

 

 C: 

165

 

 

An increase of approximately 15.9%, or Ch$45,800 million, in the provisions for loan losses of the segment. Even though approximately Ch$33,096 million of the increase is attributable to loan growth, in line with an 11.0% increase in average balances, the segment’s risk expenses were also affected by higher provisioning owed to the social turmoil in Chile at the end of 2019, which resulted in higher total past-due loans (loans past-due less or more than 90 days) and, accordingly, higher provisions. Thus, provisioning due to deterioration more than offset the high comparison base of 2018 driven by the one-time impact of approximately Ch$38,700 million due to the implementation of new group-based risk models under internal reporting policies.

 

Wholesale Banking

 

2019 and 2020. Our wholesale banking segment recorded a 38.9%, or Ch$119,056 million, annual decrease in income before income tax, from Ch$306,374 million in 2019 to Ch$187,318 million in 2020.

 

This annual decrease was mainly due to the impact of COVID-19 on business dynamics, particularly in terms of credit risk, which resulted in a significant annual increase of approximately Ch$122,100 million in loan loss provisions. The increase in credit risk expansion was mainly due to:

 

Approximately Ch$42,000 in additional allowances set in 2020 as compared to no allowances established in 2019, mainly as a consequence of expected deterioration in the credit condition of certain economic sectors that could affect part of our individually-evaluated loan portfolio (large companies and corporations) amid an uncertain economic outlook given potential risks related to the evolution of the COVID-19 pandemic.

 

Higher provisions for loan losses associated with specific wholesale customers, mainly as a result of uncertainty regarding potential negative impacts on their financial condition and payment capacity due to the effect of the COVID-19 pandemic on their income generating capacity and long-term sustainability.

 

These effects were partly counterbalanced by a positive exchange rate effect of approximately Ch$15,000 million on an annual basis, which was associated with the year-end appreciation of 5.3% of the Chilean peso against the U.S. -dollar in 2020 as compared to a year-end depreciation of 8.4% of the Chilean peso against the U.S. dollar in 2019. These opposite trends resulted in a positive impact on loan loss allowances linked to U.S.-denominated loans.

 

The negative impact of provisions for loan losses was partly offset by an increase of approximately Ch$3,900 million in operating revenues, mainly explained by higher net interest income as a result of higher income from loans fostered by the loan portfolio expansion, to some extent explained by FOGAPE loans, which was itself partially offset by a lower contribution from demand deposits managed by the segment due to the sharp decrease in interest rates.

 

2018 and 2019. Our wholesale banking segment recorded a 2.3%, or Ch$7,166 million, annual decrease in income before income tax, from Ch$313,540 million in 2018 to Ch$306,374 million in 2019.

 

This annual decrease was mainly due to an annual increase of approximately Ch$19,900 million in provisions for loan losses, which in turn was mainly the result of higher loan loss allowances following the effect of the social unrest on the economic activity for the country and the business activity for some middle market and larger companies that experienced deterioration in their financial condition. We increased allowances in order to reflect this situation.

 

This was partially offset by higher operating revenues of approximately 3.1%, or Ch$14,200 million, in 2019 as compared to 2018, mainly due to an increase in customer income attributable to:

 

Higher revenues from sales of derivatives and foreign exchange spot to the segment’s customers by approximately Ch$7,200 million, given a higher penetration of certain subsegments, as well as the settlement of specific transactions related to derivatives structuring. Also, the volatility observed in foreign exchange markets resulted in increased demand for forwards in order to managed foreign exchange risk.

 

 C: 

166

 

 

An annual increase of approximately Ch$2,323 million or 8.9% in the contribution of demand deposits held by the segment´s customers, primarily due to an expansion of approximately 5.8% in average balances.

 

An annual increase of approximately Ch$1,256 million or 4.1% in income from loans primarily as a result of a 5.9% increase in average loans managed by the segment and a slight decrease in lending spreads, amid a scenario of historically low interest rates.

 

Treasury and Money Market

 

2019 and 2020. Our Treasury and Money Market segment posted income before income tax of Ch$64,936 million in 2020, representing a 188.1% or Ch$42,397 million annual increase when compared to the Ch$22,539 million recorded in 2019.

 

The annual increase in income before income tax was mainly to do an annual increase of 167.1%, or Ch$42,900 million, in operating revenues, mainly attributable to:

 

An annual increase of approximately Ch$29,800 million in income and marking-to-market gains materialized from the positive effect of the sharp decrease in local and foreign interest rates on the fixed income portfolio managed by our Treasury. Between the second quarter and the end of the year, we sold a significant part of our AFS portfolio denominated in local and foreign currency in order to recognize the accumulated marking-to-market generated by lower interest rates. We also benefited in the short-term from securities held for trading as a result of the volatility caused by the COVID-19 pandemic on bond markets.

 

An annual increase of approximately Ch$12,000 million in revenues associated with: (i) lower CVA charges on derivative positions of approximately Ch$8,500 million on an annual basis, and (ii) higher revenues from the management of derivative and foreign exchange positions of approximately Ch$3,400 million on an annual basis, given favorable shifts in interest rates in the short-term and also volatility in currency markets.

 

2018 and 2019. Our Treasury and Money Market segment posted income before income tax of Ch$22,539 million in 2019, representing a 52.4% or Ch$24,813 million annual decrease when compared to the Ch$47,352 million recorded in 2018.

 

The decline in income before income tax was largely explained by a 49.2% or Ch$24,836 million decrease in operating revenues from Ch$50,496 million in 2018 to Ch$25,659 million in 2019. The annual change in operating revenues was mainly the consequence of:

 

A negative impact of approximately Ch$35,275 million in Counterparty Value Adjustment for derivatives in 2019 as compared to 2018. This was the result of a positive adjustment in 2018 of approximately 23,503 million related to the beginning of recognition of Debit Value Adjustment under internal reporting policies, which compares to a negative adjustment of approximately Ch$11,772 million in 2019.

 

Decreased revenues from financial instruments measured at fair value through other comprehensive income and trading securities managed by our debt securities desk of approximately Ch$5,400 million, primarily attributable to a decrease in results from an off-shore available-for-sale securities portfolio, giving unfavorable cumulative fair value adjustments.

 

These factors were partially offset by an improved performance of our trading desk, which manages asset and liability positions through fixed-income securities and derivatives, along with our entire foreign exchange exposure. In 2019, the trading desk benefited from a proactive strategy by taking advantage of increased volatility in the local market in terms of both interest rates and foreign exchange by the end of the year, leading to higher revenues of approximately Ch$6,470 million in 2019 as compared to 2018.

 

 C: 

167

 

 

Operations through Subsidiaries

 

2019 and 2020. Our subsidiaries recorded a 20.9%, or Ch$17,258 million, annual decrease in income before income tax from the Ch$82,693 million reached in 2019 to Ch$65,434 million. The main factors explaining this annual decrease were, as follows:

 

An annual decrease of approximately 20.8%, or Ch$8,821 million, in income before income tax recorded by our Securities Brokerage subsidiary. This decrease was primarily the consequence of (i) lower net financial income of approximately Ch$10,660 million in 2020 as compared to 2019, which had mainly to do with a high comparison base in 2019 given an excellent performance in the management of the fixed-income trading portfolio due to changes in nominal and real interest rates in 2019, and (ii) lower fees and commissions income of approximately Ch$2,556 million on an annual basis, primarily related to the effects of the economic downturn on equity transactionality in light of market volatility and uncertainty, particularly among retail investors. These effects in revenues were to some degree offset by a decrease of approximately Ch$4,400 million in operating expenses, principally driven by the impact of the business backdrop on variable compensation (resulting in lower personnel expenses).

 

An annual decrease of approximately Ch$6,920 million, or 21.6%, in income before income tax of our Mutual Funds Management subsidiary. Although the subsidiary recorded an annual expansion of approximately 17.0% in assets under management, fees and commissions income decreased by approximately Ch$6,241 million in 2020 as compared to 2019. This annual change was mostly explained by business trends seen in 2020 as a result of the COVID-19 pandemic that led investors to seek haven from high market volatility and sharp stock markets corrections, preferring fixed-income mutual funds rather than equity funds, with the former carrying lower commissions.

 

An annual decrease of approximately 16.1%, or Ch$979 million, in income before income taxes recorded by our Insurance Brokerage subsidiary. This decrease was primarily driven by a decrease of approximately Ch$683 million in fees and commissions income, which in turn reflected the dynamics seen in 2020 as a result of lower loan origination in the Bank (particularly in consumer loans) and a decline in the overall demand for insurance products, in each case due to the economic downturn.

 

2018 and 2019. Our subsidiaries recorded income before income tax of Ch$82,693 million for the year ended December 31, 2019, which was 34.0%, or Ch$20,980 million, above the Ch$61,713 million reached in 2018. The main underlying reasons for this annual increase were:

 

An annual increase of 71.0%, or approximately Ch$17,604 million, in income before income tax of our Securities Brokerage subsidiary, primarily due to an increase of Ch$20,614 million in revenues from its fixed-income portfolio following the decreases in nominal and real interest rates. This effect was, to some extent offset by an annual increase of approximately Ch$4,695 million in operating expenses, which was largely attributable to higher personnel expenses, and, to a lesser extent, by a collective bargaining process carried out by that subsidiary and its unions that was completed with a special bonus.

 

An increase of 16.2%, or approximately Ch$4,461 million in the income before income tax of our Mutual Funds management subsidiary. This increase was mainly attributable to an advance in fee-based income, related to both an annual expansion of 10.0% in the amount of assets under management and, to a lesser extent, revised pricing for certain products offered to customers.

 

These factors were partly offset by an annual decrease of Ch$775 million in income before income tax of our Investment Banking subsidiary, mainly as a result of lower fees associated with a deceleration in activities related to mergers and acquisitions and IPOs in which the company participated during the year. Similarly, our Collection Services subsidiary (Socofin) recorded a decrease of approximately Ch$515 million in income before income tax, mainly due to lower fees and commissions.

 

 C: 

168

 

 

Summary of Differences between Internal Reporting Policies and IFRS

 

We prepare our business segments’ financial information in accordance with our internal reporting policies, which differ in certain significant aspects from IFRS. The following table sets forth net income and equity for the years ended December 31, 20182019 and 2020 in accordance with our internal reporting policies and under IFRS:

 

   Year Ended 
   December 31,
2018
   December 31,
2019
   December 31,
2020
 
   (in millions of Ch$) 
Income before income tax (Internal Reporting Policies)  Ch$751,404   Ch$762,692   Ch$589,071 
Reconciliation to IFRS   11,998    14,714    (84,218)
Income before income tax (IFRS)   763,402    777,406    504,853 
Net income (Internal Reporting Policies)   594,873    593,009    463,109 
Reconciliation to IFRS   8,761    10,736    (61,479)
Net income (IFRS)   603,634    603,745    401,630 
Equity (Internal Reporting Policies)   3,304,153    3,528,223    3,726,268 
Reconciliation to IFRS   369,563    377,538    270,813 
Equity (IFRS)  Ch$3,673,716   Ch$3,905,761   Ch$3,997,081 

 

Some differences exist between our net income and equity as determined in accordance with our internal reporting policies, which are used for management reporting purposes, as presented in the segment information, and our net income and equity as determined under IFRS, as presented in our audited consolidated financial statements.

 

The most significant differences are as follows:

 

For internal reporting purposes, allowances for loan losses are calculated based on specific guidelines set by the CMF based on an expected losses approach.  Under IFRS 9 “Financial instruments” allowances for loan losses are calculated based on the “expected credit loss” model.  And according to internal reporting policies, we record additional allowances related to expected losses not yet incurred, whereas under IFRS these expected losses may not be recognized.  As a result of these accounting policies differences, our net income under IFRS was Ch$30,349 million and Ch$16,067 million higher and Ch$63,779 million lower than our internally reported net income in 2018, 2019 and 2020, respectively. The impact on equity was Ch$276,487 million, Ch$292,554 and Ch$228,775 million in 2018, 2019 and 2020, respectively. Additionally, the accounting policy difference related to modifications to financial assets established that if the modification is not significant, the former asset (loan) is not written-off, although its amortized cost is adjusted by including the difference between the book value of the loan before the modification and the present value of the cash flows generated by the modified loan by using the effective interest rate of the former loan. This difference is recognized in the profit and loss statement and resulted in Ch$16,418 million of decreased net income and equity in 2020 under IFRS when compared to our internal reporting policies. There are no such impacts in 2018 and 2019. For more information, see “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies— Modification Financial Assets”.

 

Under internal reporting policies, our merger with Citibank Chile was accounted for under the pooling of interest method, while under IFRS, and for external financial reporting purposes, the merger of the two banks was accounted for as a business combination in which we were the acquirer as required by IFRS 3 “Business Combinations.”  Under IFRS 3, we recognized all acquired net assets at fair value as determined at the acquisition date, as well as the goodwill resulting from the purchase price consideration in excess of net assets recognized. There is no amount for this accounting policy difference for 2018, 2019 and 2020, the impact on equity was Ch$33,410 million in 2018, 2019 and 2020.

 

For internal reporting purposes, assets received in lieu of payments are measured at historical cost or fair value, less cost to sell, if lower, on a portfolio basis and written off if not sold after a certain period of time in accordance with specific guidelines established by the CMF.  Under IFRS, these assets are deemed non-current assets held for sale and their accounting treatment is set by IFRS 5 “Non-Current Assets Held for Sale and Discontinued Operations.”  In accordance with IFRS 5 these assets are measured at historical cost or fair value, less cost to sell, if lower.  Accordingly, under IFRS these assets are not written off unless they were impaired. As a result of this accounting policy difference, our net income was Ch$940 million higher than our internally reported net income in 2018, and Ch$915 million and Ch$4,424 million lower than our internally reported net income in 2019 and 2020, respectively.  The impact on equity was Ch$5,968 million, Ch$5,053 million and Ch$629 million in 2018, 2019 and 2020, respectively.

 

All of the aforementioned differences had an impact on deferred taxes, which resulted in net income under IFRS that was Ch$3,237 million and Ch$3,978 million higher and Ch$22,739 million lower than our internally reported net income in 2018, 2019 and 2020, respectively.  The impact on equity was Ch$87,029, Ch$86,629 and Ch$63,339 million in 2018, 2019 and 2020, respectively.

 

Chilean banks are required to distribute at least 30% of their net income to shareholders unless the shareholders unanimously approve the retention of profits.  A bank may, however, be prohibited from distributing to shareholders even this 30% of its net income if such distribution would cause the bank to violate certain statutory capital requirements.  In accordance with internal reporting policies, we record a minimum dividend allowance of at least 60% of the period’s net distributable income, as permitted by the CMF.  During 2018, 2019 and 2020, the Bank recorded minimum dividend allowances of Ch$305,409 million, Ch$300,461 million and Ch$220,271 million, respectively.  Under IFRS, only the portion of dividends that is required to be distributed by Chilean Law must be recorded, i.e., 30% as required by Chilean Corporations Law. This accounting difference does not lead to differences in net income. However, given this adjustment, the equity under IFRS was Ch$126,947 million, Ch$122,559 million and Ch$81,339 million higher than our internally reported equity in 2018, 2019 and 2020, respectively. 

 C: 

169

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Overview

 

A sound liquidity strategy must be focused on ensuring that funds are available to honor our financial commitments when they are due and also to take advantage of attractive business opportunities. To accomplish this, we monitor funding liquidity (i.e., the ability to raise funds when they are needed without incurring abnormal costs) and trading liquidity (i.e., the ability to easily decrease debt instruments held in our portfolios and/or offset price risk positions generated by derivative transactions).

 

Liquidity risk can be broken down into two types of risks: trading liquidity risk and funding liquidity risk. Trading liquidity risk deals with the inability to decrease cash positions (bonds, loans, etc.) and/or offset price risks generated by derivatives transactions and funding liquidity risk is related to our inability to raise funds. Both risks can lead to potentially adverse scenarios that might make the Bank unable to meet its payment obligations and/or potential payment obligations when they become due.

 

These two risks are jointly managed but by utilizing different tools, as detailed below.

 

Trading Liquidity Risk Management

 

Holding a stake of debt instruments with deep secondary markets ensures trading liquidity. Central Bank and government instruments and short-term banks’ time deposits show these characteristics. These kinds of instruments are held in our trading portfolio and comprise some portion of our portfolio of financial instruments measured at fair value through other comprehensive income. In addition, mortgage bonds issued by banks resident in Chile and corporate bonds are also part of our portfolio of financial instruments measured at fair value through other comprehensive income.

 

Even though mortgage and corporate bonds show much less trading liquidity than Central Bank and government instruments, the former may be sold to the Central Bank under repurchase agreements. Government instruments and short-term banks’ time deposits can also be sold to the Central Bank under repurchase agreements.

 

Funding Liquidity Risk Management

 

Diversifying funding sources and avoiding a concentration of large fund providers or funding maturity dates are means to ensure funding liquidity. We diversify through the establishment of triggers that monitor concentrations of funding sources, maturities, currencies, etc. The aggregation of significant fund providers by currency is monitored as a percentage of our current liabilities.

 

In particular, our funding strategy aims to satisfy our customers’ needs and to enhance our product base offering while maintaining a prudent product diversification profile, currencies and maturities. We are focused on broadening the current core and diversified funding obtained through the retail banking business. In addition, we are continuously issuing either senior or subordinated bonds in order to match both the liquidity and the interest rate risk generated by our long-term loans.

 

In addition to our own metrics in place to monitor liquidity, the Central Bank and the CMF have established regulations regarding liquidity, which include minimum reserve requirements for deposits, minimum “technical” reserve requirements and maximum expected outflows for the following 30 and 90 days.

 

The Central Bank has established a minimum reserve of 9.0% for demand deposits and 3.6% for time deposits. The reserve requirement must be complied with separately by currency (Chilean Peso and foreign currencies).

 

In addition, we are subject to a “technical” reserve requirement applicable to all banks that operate in Chile. The daily balance of deposits and obligations payable on demand, except for obligations with other banks, may not exceed 2.5 times the amount of the bank’s Regulatory Capital. Following the implementation of Basel III in Chile, systemically important banks could bear stricter requirements in terms of “technical” reserves, since the threshold could decrease to 1.5 times the bank’s Regulatory Capital. For more information, see “Item 3. Key Information—Risk Factors— Modifications to reserve requirements may affect our growth capacity and margins” and “Item 4. Information on the Company—Regulation and Supervision—Reserve Requirements.”

 

 C: 

170

 

 

Deposits and obligations payable on demand include:

 

deposits in current accounts;

 

other demand deposits or obligations payable on demand and incurred in the ordinary course of business;

 

savings deposits that allow unconditional withdrawals that bear a stated maturity; and

 

other deposits unconditionally payable immediately.

 

Chilean banks are not required, however, to maintain the minimum reserves referred to above for deposits and obligations subject to this “technical” reserve.

 

Chilean regulations also require that the expected outflows within the following 30 days not exceed the amount of a bank’s Basic Capital (or Common Equity Tier 1 capital) and the expected outflows within the following 90 days not exceed twice the amount of a bank’s Basic Capital. Expected outflows may include behavioral assumptions and they have to be computed separately by currency. This report is called the C46 index. Furthermore, in March 2016 the Chilean regulator began to require C47 and C48 reports. The C47 report focuses on liabilities analysis from a concentration, maturity and renewal perspectives. On the other hand, the C48 report gauges Liquidity Coverage Ratio (“LCR”) and Net Stable Funding Ratio (“NSFR”). In October 2018, the CMF established a new report on liquidity matters (C49) intended to refine the measurement of LCR and NSFR as defined by the current C48 report. The C49 report began to be submitted in parallel with the C48 report on April 4, 2019. Although the C49 report is expected to replace the C48 report, there is no certainty as to when it may happen.

 

For the year ended December 31, 2020, there was a regulatory limit of 70% for LCR, which will increase ten percentage points per year until reaching 100% in 2023. No regulatory limit has been defined for NSFR.

 

As of December 31, 2020 we fully complied the liquidity risk regulatory limits.

 

For more information on liquidity risk regulations, see “Item 4. Information on the Company—Regulation and Supervision— Liquidity Risk Regulations.” Also, for recent measures adopted by the Central Bank in view of the COVID-19, impacting liquidity risk management of banks, see “Item 5. Operating and Financial Review and Prospects— Operating Results—Impacts of COVID-19 in 2020” and “Item 5. Operating and Financial Review and Prospects—Trend Information.”

 

We supplement regulatory reports and metrics with internally-developed reports that are aimed at providing us with a broader perspective on liquidity matters. The market access report, the liquidity duffer, intraday liquidity and liquidity ratios, are the main internal reports we use in order to monitor liquidity while establishing internal alerts and triggers for decision making. For more information see Note 42(3) to our audited consolidated financial statements.

 

Mandatory metrics requested by the CMF and internal metrics developed by us utilizing internal models are prepared on a daily basis by the Financial Control & Treasury Area, which reports to the CFO. These reports are submitted on a daily basis to the Market Risk Area and the Treasury Division, which are in charge of overseeing and managing our liquidity, respectively. The Finance, International and Market Risk Committee also monitors these metrics on a monthly basis.

 

Given our internal metrics and policies, we believe that our working capital is sufficient to meet our present needs.

 

 C: 

171

 

 

Cash Flows

 

The tables below set forth our principal sources of cash. Our subsidiaries are not an important source of cash for us and therefore do not significantly affect our ability to meet our cash obligations. No legal, contractual or economic restrictions exist on the ability of our subsidiaries to transfer funds to us in the form of loans or cash dividends as long as they abide by the regulations in the Chilean Corporations Law regarding loans to related parties and minimum dividend payments.

 

 

   For the Year Ended December 31, 
   2018   2019   2020 
IFRS:  (in millions of Ch$) 
Net cash provided by (used in) operating activities  Ch$(1,334,745)  Ch$1,388,971   Ch$(2,472,360)

 

2019 and 2020. Net cash provided by operating activities recorded a reversal in 2020 from a from a net inflow of Ch$1,388,971 million in 2019 to a net outflow of Ch$2,472,360 million in 2020. The annual net change of Ch$3,861,331 million was mainly the result of: (i) a net increase of approximately Ch$2,943,093 million in cash outflow associated with the purchase of financial assets held for trading, primarily related to Central Bank’s short-term notes in order to meet reserve requirements associated with the percentage share increase in demand deposit balances, (ii) a decrease of approximately Ch$2,085,960 in the inflow from time deposits, as a consequence of both higher demand deposits balances as part of liquidity facilities provided to customers in the context of the COVID-19 pandemic as well as higher liquidity maintained by corporate clients, all of which enabled us to reduce the funding with deposits held by institutional investors, and (iii) an annual increase of approximately Ch$952,974 million in the cash outflow associated with lower loans granted to customers and banks. These factors were to some extent offset by an increase of approximately Ch$2,104,305 million in the cash inflow related to demand deposits and current account balances demonstrated through a 33.9% increase in year-end balances.

 

2018 and 2019. Net cash provided by operating activities recorded a reversal in 2019 from a from a net outflow of Ch$1,334,745 million in 2018 to a net inflow of Ch$1,388,971 million in 2019. The annual change of Ch$2,723,716 million was mainly the result of: (i) an annual decrease of Ch$1,432,564 million in net outflow of loans granted to customers and banks during the year, mainly attributable to lower demand for loans, in light of the general economic slowdown and, in particular, due to the impact of the social unrest in Chile at the end of 2019, which resulted in lower demand for financing and more restricted credit conditions, (ii) an annual increase of Ch$1,070,319 million in net inflow related to demand deposits balances, which is the result of both our customer-oriented strategy and also a flight-to-quality effect after the social turmoil, demonstrating customers’ confidence to save their funds with us, and (iii) an annual decrease of Ch$270,459 million in net outflow associated with investment in assets held-for-trading, mainly due to reduced exposures held in the trading portfolio given the prevailing interest rate scenario during part of the year, low inflation and lack of chances to benefit from significant gains from marking-to-market. These factors were partially offset by an annual decrease of Ch$394,881 million in the net inflow of saving accounts and time deposits, which reflects the lack of incentives for customers to invest in these kinds of instruments in a scenario of low nominal interest rates and negative real interest rates.

 

   For the Year Ended December 31, 
   2018   2019   2020 
IFRS:  (in millions of Ch$) 
Net cash provided by (used in) investing activities  Ch$416,534   Ch$(396,741)  Ch$210,306 

 

2019 and 2020. We experienced a reversal in our investing cash flows from a net outflow of Ch$396,741 million in 2019 to a net inflow of Ch$210,306 million in 2020. This reversal of Ch$607,047 million was principally associated with a net annual decrease of approximately Ch$586,733 million in the outflow related to purchases of financial assets measured at fair value through other comprehensive income. Given the prevailing interest rate scenario at historical lows following the monetary actions taken by the Chilean and global Central Banks, we sold most of the instruments we held before the COVID-19 pandemic in order to take advantage of the sharp decrease in interest rates. Low interest rates also reduced the possibility of obtaining marking-to-market gains, which led us to purchase lower volumes of fixed-income securities during the year, resulting in a decrease in the outflow associated with investing activities.

 

2018 and 2019. We experienced a reversal in our investing cash flows from a net inflow of Ch$416,534 million in 2018 to a net outflow of Ch$396,741 million in 2019. This reversal of Ch$813,275 million was primarily attributable to a change in the outflows related to a net increase in balances of financial assets measured at fair value through other comprehensive income of approximately Ch$765,235 million in 2019 as compared to 2018. This increase was in turn principally due to higher balances of fixed-income assets issued by local banks, mostly composed of time deposits, which were acquired for liquidity management purposes.

 

 C: 

172

 

 

   For the Year Ended December 31, 
   2018   2019   2020 
IFRS:  (in millions of Ch$) 
Net cash (used in) provided by financing activities  Ch$644,970   Ch$802,439   Ch$1,461,584 

 

2019 and 2020. The net cash provided by financing activities increased by Ch$659,145 million from a net inflow of Ch$802,439 million in 2019 to a net inflow of Ch$1,461,584 million in 2020. This annual increase in cash provided by financing activities was mainly the consequence of: (i) an increase of Ch$3,110,600 million in the inflow linked to borrowings from the Central Bank, associated with the special facility program deployed by the Central Bank in order to ensure liquidity within the local financial system while promoting lending for individuals and SMEs by providing local banks with medium-term funding at low interest rates (0.5%) based on the increase in loan balances, and (ii) a decrease of approximately Ch$325,546 million in the outflow related to redemption of bond issuances. These factors were to some degree offset by: (i) a decrease of approximately Ch$1,736,041 million in the inflow related to proceeds from both bond and commercial paper issuances, and (ii) a decrease of approximately Ch$1,044,680 million in borrowings from foreign banks. These trends in lower funding needs from bonds, banks and commercial paper had mainly to do with the moderate increase in our loan portfolio, a higher than normal annual increase in demand deposit balances primarily due to both uncertainty and interest rates at historical lows, as well as the funding we obtained through borrowings from the Central Bank.

 

2018 and 2019. The net cash provided by financing activities increased by Ch$157,469 million from a net inflow of Ch$644,970 million in 2018 to a net inflow of Ch$512,308 million in 2019. This net annual increase in cash provided by financing activities was primarily caused by: (i) an annual increase of approximately Ch$463,896 million in the net inflow from long-term bonds issuances, which was related to placements in Chile and abroad in order to finance our balance sheet growth and also to bolster our capital adequacy by means of the issuance of approximately Ch$215,357 million in subordinated bonds, given the favorable interest rates environment, (ii) net inflow related to other financial obligations increasing Ch$51,417 million in 2019 as compared to 2018, and (iii) a decrease in the net outflow associated with dividends paid to shareholders in 2019 of approximately Ch$17,768 million. These factors were partially offset by: (i) a decrease of approximately Ch$275,880 in the net inflow of borrowings from financial institutions, based on more constrained credit conditions from those funding sources that made them less attractive in comparison with public bonds in Chile and abroad, and (ii) an increase of Ch$110,340 million in cash outflow associated with our redemption of bond issuances.

 

 C: 

173

 

 

Borrowings

 

The following table presents the maturities of each borrowing category for the indicated year.

 

   As of December 31, 2019   As of December 31, 2020 
   Long-term   Short-term   Total   Long-term   Short-term   Total 
   (in millions of Ch$) 
IFRS:    
Borrowings from financial institutions:                        
Central Bank credit lines for renegotiation of loans  Ch$   Ch$   Ch$   Ch$   Ch$   Ch$ 
Other borrowings from the Central Bank               3,110,600        3,110,600 
Borrowings from domestic financial institutions       6,214    6,214        8,357    8,357 
Borrowings from foreign institutions   94,307    1,462,756    1,557,063    138    550,658    550,796 
Debt issued:                              
Bonds   6,863,522    756,526    7,620,048    6,474,526    1,119,816    7,594,342 
Commercial papers       292,573    292,573        106,060    106,060 
Subordinated bonds   768,461    121,434    889,895    768,243    118,164    886,407 
Mortgage finance bonds   5,962    4,936    10,898    3,472    3,314    6,786 
Other financial obligations   7,854    148,375    156,229    207    191,506    191,713 
Total other interest bearing liabilities  Ch$7,740,106   Ch$2,792,814   Ch$10,532,920   Ch$10,357,186   Ch$2,097,875   Ch$12,455,061 

 

The Bank was in material compliance with all of its debt instruments during 2019 and 2020.

 

 C: 

174

 

 

Central Bank Borrowings

 

Central Bank borrowings include credit lines for the renegotiation of loans and other borrowings. Historically, the Central Bank provided credit lines for the renegotiation of mortgage loans due to the need to refinance debts as a result of the economic recession and crisis of the Chilean banking system from 1982 to 1985. These credit lines were linked to the UF index and carry real interest rates.

 

Currently, in the context of the COVID-19 pandemic, the Central Bank provided lending facilities for all banks holding commercial or consumer loans on their balance sheet, conditional on the increase in loan balances (“FCIC”). For more information see “Item 5. Operating and Financial Review and Prospects—Trend Information”. As of December 31, 2020, the amount borrowed to the Central Bank, associated with the FCIC facility was equivalent to Ch$3,110,600 million, denominated in Chilean pesos and bearing at a nominal interest rate of 0.5%. The maturities of the outstanding balances were, as follows:

 

  

As of

December 31, 2020

 
IFRS:  (in millions of Ch$) 
Due within 1 year  Ch$           – 
Due after 1 year but within 2 years   1,020,000 
Due after 2 years but within 3 years    
Due after 3 years but within 4 years   2,090,600 
Due after 4 years but within 5 years    
Due after 5 years    
Total Central Bank borrowings  Ch$3,110,600 

 

Borrowings from Domestic Financial Institutions

 

Borrowings from domestic financial institutions are generally used to fund our general operations. As of December 31, 2020, borrowings from domestic financial institutions amounted to approximately Ch$8,357 million. As of the same date, borrowings from domestic financial institutions had the following maturity profile:

 

  

As of

December 31, 2020

 
IFRS:  (in millions of Ch$) 
Due within 1 year  Ch$8,357 
Due after 1 year but within 2 years    
Due after 2 years but within 3 years    
Due after 3 years but within 4 years    
Due after 4 years but within 5 years    
Due after 5 years    
Total domestic borrowings  Ch$8,357 

 

 C: 

175

 

 

Borrowings from Foreign Financial Institutions

 

We have short- and long-term borrowings from foreign banks. These loans are denominated in foreign currency and are used to fund our foreign trade loans and carried an average nominal interest rate of 2.32% in the year ended December 31, 2020. The outstanding maturities of these borrowings as of December 31, 2020 were, as follows:

 

  

As of

December 31, 2020

 
IFRS:  (in millions of Ch$) 
Due within 1 year  Ch$550,658 
Due after 1 year but within 2 years   138 
Due after 2 years but within 3 years    
Due after 3 years but within 4 years    
Due after 4 years but within 5 years    
Due after 5 years    
Total foreign borrowings  Ch$550,796 

 

Senior Long-Term Bonds

 

Our bonds are primarily denominated in local currency, mainly in UF (CLF), and, to a lesser extent, in foreign currencies, including Swiss francs (CHF), Hong Kong dollar (HKD), Japanese Yen (JPY), U.S. Dollar (USD), Australian Dollar (AUD), Norwegian Krone (NOK), Peruvian Sol (PEN), and Euros (EUR).

 

As of December 31, 2020, bonds denominated in local currency, with semi-annual interest and principal, accounted for Ch$6,222,533 million, all denominated in UF, with a weighted average annual interest rate of 2.24%. As of the same date, bonds denominated in foreign currency, most of them with annual interest and principal payments, amounted to Ch$1,371,810 million and carried an average annual interest rate of 2.33% (excluding the effect of exchange rate adjustments). In general, long-term bonds, denominated in both local and foreign currency, are intended to finance loans that had a maturity of more than one year.

 

The maturities of bonds denominated in local currency (Ch$ or UF) as of December 31, 2020 were:

 

  

As of

December 31, 2020

 
IFRS:  (in millions of Ch$) 
Due within 1 year  Ch$873,057 
Due after 1 year but within 2 years   682,367 
Due after 2 years but within 3 years   829,237 
Due after 3 years but within 4 years   683,152 
Due after 4 years but within 5 years   683,571 
Due after 5 years   2,471,148 
Total bonds  Ch$6,222,532 

 

During 2020, we issued bonds denominated in UF for an amount equivalent to Ch$217,053 million at a weighted average real interest rate of 0.76% and an average tenor of approximately seven years.

 

We did not carry out any issuance of long-term bonds denominated in Chilean pesos during 2020.

 

 C: 

176

 

 

The maturities of bonds denominated in foreign currency as of December 31, 2020 were:

 

  

As of

December 31, 2020

 
IFRS:  (in millions of Ch$) 
Due within 1 year  Ch$246,759 
Due after 1 year but within 2 years   34,716 
Due after 2 years but within 3 years   158,177 
Due after 3 years but within 4 years   121,820 
Due after 4 years but within 5 years   97,678 
Due after 5 years   712,660 
Total bonds  Ch$1,371,810 

 

During 2020 we issued bonds denominated in foreign currency for an amount equivalent to Ch$37,130 million at a weighted average interest rate of 2.65% and a weighted average tenor of approximately 15 years.

 

Commercial paper

 

Our commercial paper is denominated in U.S. dollars and carried an average annual interest rate of 1.70% as of December 31, 2020. This average rate does not include the effect of exchange rate adjustments.

 

The maturities of our commercial paper as of December 31, 2020 were:

 

  

As of

December 31, 2020

 
IFRS:  (in millions of Ch$) 
Due within 1 year  Ch$106,060 
Due after 1 year but within 2 years    
Due after 2 years but within 3 years    
Due after 3 years but within 4 years    
Due after 4 years but within 5 years    
Due after 5 years    
Total bonds  Ch$106,060 

 

During 2020 we issued commercial paper in an amount of Ch$634,952 million, bearing an average interest rate of approximately 1.44%.

 

Subordinated Bonds

 

As of December 31, 2020, our outstanding subordinated bonds were denominated in UF. Payments of interests and principal are generally due on a semiannual basis and the discount on the issuance is amortized over the life of the bond. As of December 31, 2020, we had an outstanding balance of Ch$886,407 million in subordinated bonds, bearing an effective weighted average real interest rate of 3.28% taking into consideration the discount at issuance.

 

Subordinated bonds are also intended to finance loans having a maturity of more than one year. As of December 31, 2020, the maturities of subordinated bonds were:

 

   As of December 31, 2020 
   (in millions of Ch$) 
IFRS:    
Due within 1 year  Ch$118,164 
Due after 1 year but within 2 years   18,743 
Due after 2 years but within 3 years   10,611 
Due after 3 years but within 4 years   8,129 
Due after 4 years but within 5 years   8,559 
Due after 5 years   722,201 
Total subordinated bonds  Ch$886,407 

 

During 2020, there were no subordinated bonds issuances.

 C: 

177

 

 

Mortgage Finance Bonds

 

Mortgage finance bonds are used to finance the granting of mortgage loans. The outstanding principal amounts of the bonds are amortized on a quarterly basis. The range of maturities of these bonds is between five and 30 years. The bonds are linked to the UF index and carried a weighted average annual interest rate of 3.96% as of December 31, 2020.

 

The maturities of mortgage finance bonds as of December 31, 2020 were:

 

  

As of

December 31, 2020

 
IFRS:  (in millions of Ch$) 
Due within 1 year  Ch$3,314 
Due after 1 year but within 2 years   1,502 
Due after 2 years but within 3 years   818 
Due after 3 years but within 4 years   648 
Due after 4 years but within 5 years   190 
Due after 5 years   314 
Total mortgage finance bonds  Ch$6,786 

 

During 2020, we did not carry out any issuance of mortgage finance bonds.

 

Other Financial Obligations

 

The maturities of other financial obligations as of December 31, 2020 were as follows:

 

   As of December 31, 2020 
IFRS:  (in millions of Ch$) 
Other long-term obligations:    
Obligations with Chilean Government  Ch$207 
Total other long-term obligations   207 
Other short-term obligations   191,506 
Total other obligations  Ch$191,713 

 

As of December 31, 2020, other financial obligations had the following maturities:

 

  

As of

December 31, 2020

 
   (in millions of Ch$) 
IFRS:    
Due within 1 year  Ch$191,506 
Due after 1 year but within 2 years   123 
Due after 2 years but within 3 years   66 
Due after 3 years but within 4 years   18 
Due after 4 years but within 5 years    
Due after 5 years    
Total other obligations  Ch$191,713 

 

Asset and Liability Management

 

Our asset and liability management policy is to maximize net interest income, return on assets and average equity in light of interest rate, liquidity and foreign exchange risks, within the limits of Chilean banking regulations and our internal risk management policies. Subject to these constraints, we may from time to time take mismatched positions as to interest rates or, in certain limited circumstances, foreign currencies when justified, in our view, by market conditions and prospects, and subject to our asset and liability management policies. Our board of directors determines our asset and liability policies. See Note 42 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report.

 

 C: 

178

 

 

Funding

 

The following table sets forth our average daily balance of liabilities for the years ended December 31, 2018, 2019 and 2020 in each case together with the related average nominal interest rates paid thereon:

 

   Year Ended December 31, 
   2019   2020 
   Average Balance   % of Total Liabilities   Average Nominal Rate   Average Balance   % of Total Liabilities   Average Nominal Rate 
   (in millions of Ch$, except percentages) 
IFRS:    
Current accounts and demand deposits  Ch$9,716,000    28.6%   %  Ch$12,882,627    31.8%   %
Savings accounts and time deposits   10,924,373    32.1    2.76    9,857,365    24.3    1.24 
Borrowings from financial institutions   1,546,639    4.5    2.82    3,225,303    8.0    0.86 
Debt issued   7,767,571    22.8    4.88    8,719,276    21.5    4.59 
Commercial Paper   275,802    0.8    2.54    219,046    0.5    1.78 
Other financial obligations   127,408    0.4    1.10    125,362    0.3    1.32 
Lease Liabilities   140,331    0.4    1.83    133,514    0.3    1.90 
Other interest bearing liabilities   269,690    0.8    2.61    280,827    0.7    0.66 
Other non-interest bearing liabilities   3,259,595    9.6        5,101,174    12.6     
Total liabilities  Ch$34,027,409    100.0%   2.18%  Ch$40,544,494    100.0%   1.38%

 

Our most important sources of funding are customer deposits, which primarily consist of peso-denominated, non-interest bearing current accounts and demand deposits and both Chilean Peso and UF-denominated interest bearing time deposits and savings accounts. Current accounts and demand deposits represented 28.6% and 31.8% of our average total liabilities in 2019 and 2020, respectively. These kinds of liabilities are our least-cost source of funding. On the other hand, savings accounts and time deposits represented 32.1% and 24.3% of our average liabilities in 2019 and 2020, respectively. Lastly, debt issued represented 22.8% and 21.5% of our average liabilities in 2019 and 2020, respectively.

 

 C: 

179

 

 

Capital Expenditures

 

For information on our capital expenditures, see “Item 4. Information on the Company—History and Development of the Bank—Capital Expenditures.”

 

RECENT DEVELOPMENTS

 

As of the date of this annual report, there are no recent developments to report.

 

TREND INFORMATION

 

The following trends may have an impact on the Chilean economy and the economic growth of its trade partners, and could therefore affect the Chilean banking industry, and thus, could affect our business, operating results or financial condition:

 

Impact of COVID-19

 

The outbreak of COVID-19 has negatively impacted the global financial markets, particularly in the early months of the pandemic, resulting in, among others, the fall of stock prices (including the price of our stock). There continue to be concerns related to the effects of COVID-19 on international trade (including supply chains and export levels), travel, employee productivity, employee illness, increased unemployment levels, securities markets, and other economic activities that may continue to have a destabilizing effect on financial markets and economic activity, particularly for companies in the financial sector, such as us. From a macroeconomic point of view, COVID-19 negatively impacted the Chilean economy, with GDP contracting by 5.8% in 2020 as compared to 2019. Although for 2021 the market consensus is that the Chilean economy will significantly recover from the 2020 downturn, this view was partly led by the excellent vaccination distribution process undertaken by the Chilean health authorities. However, the recent uptick in COVID-19 cases has posed new doubts on the short-term economic outlook, particularly in terms of how fast the economic recovery will take. Given these trends, by the end of March 2021, the Chilean Government had to impose new mobility restrictions and lockdowns in most of the country’s regions in order to control a second wave of COVID-19. Although the vaccination process continues to be deployed countrywide and, as of the date of this annual report approximately eight million people have been vaccinated out of 15 million expected to be vaccinated, there is no certainty regarding the duration of the new mobility restrictions.

 

By the beginning of 2021, notwithstanding the positive view of market analysts and global institutions, such as the World Bank and the International Monetary Fund, there were some doubts regarding the expected recovery for the Chilean economy by mid-March 2021 due to the previously mentioned increase in COVID cases and measures taken by the Chilean health authorities. Accordingly, our financial performance could see a slowdown in the coming quarters, as compared to the first quarter of 2021, as long as mobility restrictions remain or last longer than expected.

 

As long as the COVID-19 pandemic continues to cause an economic downturn, financial institutions face increased credit risk, market risk, strategic risk, operational risk, and compliance risk. The COVID-19 outbreak resulted in increased volatility in both the local and the international financial markets and economic indicators, such as exchange rates, interest rates, credit spreads and commodity prices. Any shocks or unexpected movements in these market factors could result in financial losses associated with our trading portfolio or financial assets measured at fair value through other comprehensive income. Furthermore, an unfavorable evolution of the outbreak, including the variant strains of the COVID-19 virus, which have appeared in the U.K., South Africa and Brazil, could translate into lowered economic performance, liquidity constraints, reduced access to funding, and longstanding contingency plans in order to address the emergency.

 

In addition, while the actual and long-term impacts of the COVID-19 pandemic on our results of operations and financial condition remains extremely difficult to predict, the following indicators, among others, have had and may continue to have a negative impact on the Bank’s consolidated financial results during the current fiscal year, depending on the length of the pandemic and any new or continued Chilean governmental actions to control its consequences:

 

economic contraction, increased unemployment and the closing or partial closing of businesses in Chile resulted and could result in deteriorated credit risk profiles of our customers, particularly that of our individual and SME clients, which would result in higher past-due loans, an increase in our provisions for loan losses and a restructuring of many of our customers’ commitments to us;

 

 C: 

180

 

 

our net interest margin was negatively impacted by the decrease in reference rates carried out by the Central Bank in 2020, which is likely to remain over 2021, while being adversely affected by: (i) any unexpected changes in inflation, particularly those associated with deflationary pressures, (ii) flattened yield curves that could translate into lower benefits from asset and liability management, and (iii) a deterioration in global or local liquidity conditions resulting in limited access to funding or higher interest rates;

 

partial or total lockdown of the country has resulted and could result in a decrease the visits at our physical branches, while reducing private consumption and affecting economic activities in many sectors, particularly those related to investment projects, commerce and mass consumption, all of which has constrained and could lead to a slowdown in loan growth or a decrease in loan balances, in conjunction with lowered fees and commissions income;

 

increasing use of remote commercial platforms by our customers, such as customers’ websites and smartphone applications, could result in instability and intermittent service that could translate into lowered customer service appreciation, operational risk issues or reputational events;

 

higher and unfavorable volatility in the local and international capital markets could result in changes in certain market factors, including interest rates and exchange rates, which in turn would translate into financial losses associated with our trading portfolio or financial assets measured at fair value through other comprehensive income, which may cause a deterioration of our financial condition or limitations on our ability to meet our liabilities;

 

contingency plans we have implemented, or will have to implement in the future, in order to address the COVID-19 emergency, including home offices, implementation of alternative offsite locations and so on, will cause an increase in our operating expenses and may cause a decrease in operating efficiency.

 

In order to address the financial implications of the COVID-19 outbreak, Chilean financial authorities, including both the Central Bank and the CMF, have taken, and continue to take an array of measures since the beginning of the pandemic. Similarly, certain bills were initiated and passed by the Lower Chamber of the Chilean Congress. Some these measures include the following:

 

The Central Bank announced on March 23, 2020, an easing plan for banks intended to facilitate lending subject to loan increases, among other supplementary measures. This plan ensured liquidity conditions within the local financial market, supported the flow of credits granted by banks and allowed a suitable monetary policy transmission, in view of the financial effects caused by the COVID-19 outbreak across the world. In summary, the Central Bank proposed lending facilities conditional on the increase in loan balances (“FCIC”) for all banks holding commercial or consumer loans on their balance sheet, which considers: (i) an initial FCIC line amounting to 3% of the outstanding balance of commercial and consumer loans of each entity, (ii) an additional FCIC line for an amount equivalent to the increase of commercial or consumer loans based on information that banks will submit to the Central Bank on a weekly basis and information provided by the CMF to the Central Bank, and (iii) in exchange for receiving liquidity lines, banks were required to pledge financial instruments to the Central Bank, including bonds issued by the Central Bank or the Chilean Government, fixed-income securities issued by local banks and corporate bonds. As of the date of this annual report, we have raised approximately Ch$3,100,000 million of the FCIC line, all in 2020, as mentioned in previous sections, which carries a nominal interest rate of 0.5% and has a maturity between two and four years.

 

The Central Bank provided banks with, if necessary, an additional liquidity credit line (“LCL”) in local currency of up to the amount of reserve requirements for both time and demand deposits held in the Central Bank by banks, subject to the same conditions established for the liquidity facility line mentioned in the bullet directly above.

 

 C: 

181

 

 

The Central Bank established a temporary easing of liquidity requirements for banks as measured by 30-day and 90-day expected cash flow mismatches by currency (C46 report) and LCR (C48/C49 reports). Thus, limits associated with the C46 report (30-day and 90-day cash flows mismatches) were suspended for a 90-day period. During that timeframe, the Central Bank could also revise or soften the prevailing limit for LCR (70% for 2020) if required. In order to do this, the Central Bank introduced changes to the prevailing regulation in order to make clear that under contingency situations, the Central Bank board would be entitled to temporarily easing or interrupting the requirement of regulatory thresholds on liquidity matters for a time period of 90 days, to the extent applicable. None of these measures have been necessary for us as of the date of this annual report.

 

On March 23, 2020 and April 2, 2020, the CMF announced a set of temporary measures aimed at easing and ensuring the flow of credits for companies and individuals in order to mitigate the effect of COVID-19 on access to funding. Accordingly, the CMF provided Chilean banks with an array of temporary facilities in order to widen their lending capacity during periods of lockdown or lowered economic activity as a result of COVID-19. Some of the measures adopted by the regulator included: (i) a special regulatory treatment for residential mortgage loans and consumer loans in terms of provisioning methodologies in order to give the customers the capability to postpone up to three installments of the owed amount, without incurring higher loan loss provisions, (ii) similar treatment for commercial loans granted to SMEs and large companies, in order to allow customers to postpone up to six installments without considering it a loan restructuring for provisioning purposes, (iii) the ability for banks to use the amount of excess collateral over real estate in mortgage loans in order to secure loans granted to SMEs, (iv) an 18-month extension for banks to liquidate assets received in lieu of payment, in order to avoid trading them at low market value during a period of economic contraction, and (v) a special treatment for variation margins paid on over-the-counter derivative transactions, in order to reduce the use of capital of collateral posted by banks in derivatives with negative value adjustments, which for capital adequacy purposes, were weighted at 100%, by offsetting the amount of collateral posted and the fair value of derivatives generating that collateral. Aligned with these decisions, on August 24, 2020, the CMF introduced certain modifications to the treatment of government-guaranteed loans (FOGAPE-COVID loans) for purposes of calculation of credit risk-weighted assets, which recognizes the lower risk associated with these kinds of loans by assigning them a 10% credit risk weighting instead of recognizing a portion of the guarantee (15%) as voluntary provisions. On April 23, 2021, the CMF announced temporary measures intended to facilitate the flow of loans to companies and payment alternatives for commercial loans in light of the persistent effects of the COVID-19 pandemic, by proposing a special treatment for the provisioning of commercial loans for both the individually evaluated and the group-based evaluated portfolios, which will be in effect until July 31, 2021. In summary, the new treatment considers a provision freezing for postponed loans if debtors comply with certain conditions of both overdue and holiday periods while presenting proper payment behavior during prior rescheduling programs.

 

The CMF also announced its intention to comply with the implementation of Basel III in Chile, as established by Law No. 21,130, that modernizes the General Banking Act. Thus, the CMF issued all the necessary pending regulations by December 2020, while also extending periods for public comment. Nonetheless, given the COVID-19 contingency, the CMF pointed out that was entitled to modify, or make more flexible, the phase-in period for certain regulatory frameworks associated with Basel III, while revising the date when regulations will go into effect, in order to avoid amplifying the effects of a negative economic cycle. In this regard, on March 30, 2020, the CMF announced certain modifications to the schedule initially considered for the implementation of Basel III. In light of the COVID-19 spread, the banking regulator postponed the Basel III requirements associated with risk-weighted assets, now starting in 2021. Similarly, the phase-in periods for systemic and conservation buffers, as well as regulatory capital adjustments, were delayed one year, beginning in 2021. In light of these modifications, Basel III is now expected to be fully implemented in 2025, instead of its original timeline of 2024. As of the date of this annual report, Banco de Chile continues to implement the new regulatory framework, while preparing the first report of regulatory capital self-assessment (Informe de Autoevaluación del Patrimonio Efectivo) for the year ended December 31, 2020, which is the Chilean version of the ICAAP report (Internal Capital Adequacy Assessment Process) and is due to be submitted to the CMF in April 30, 2021.

 

On April 8, 2020, the Central Bank introduced additional measures in order to ensure liquidity in the local financial system, while promoting lending for individuals and companies by Chilean banks. In summary, the Central Bank established that: (i) loans granted to SMEs had a higher multiplier effect in order to determine the increase in loan balances, that in turn permitted the use of the additional FCIC line, (ii) in order to facilitate the use of the additional FCIC line for banks, high quality commercial loans (evaluated on an individual basis) were eligible to be used as collateral, in addition to the financial instruments previously defined, and (iii) with the aim of widening liquidity measures to non-banking institutions, the Central Bank, in conjunction with the Chilean Government, sent a bill to the Chilean Congress aimed at entitling other institutions to make use of liquidity facilities, including Saving and Lending Cooperatives, Central Counterparty Clearing Houses and other companies related to banking activity.

 

 C: 

182

 

 

In April 2020 Chilean Government implemented and announced a wide array of programs that aim to mitigate the impact of COVID-19 on the local economy. These government programs mainly focused on measures targeting both individuals and SME companies (including middle market). In the case of individuals, the current administration set up a program intended to provide lower income segments with monetary resources so that individuals could purchase essential goods during the pandemic. The program provided one-time payments, amounting to $50,000 (approximately U.S.$60), per family member (or per household in some cases).

 

In the case of companies, the Chilean Government sent a bill to the Chilean Congress that increases its program of collateral funds (FOGAPE) for SMEs and middle market companies by U.S.$ 3 billion, in order to facilitate their access to funding from banks. This bill was enacted and published as Law No. 21,229 on April 24, 2020. The reinforced governmental collateral fund program (also called FOGAPE-COVID) provided coverage in the range of 60% to 85% of the total amount borrowed by the company from banks, depending on the company’s size (measured as annual turnover). This reduced the banks’ credit risk exposure. As of the date of this annual report, the program had translated into working capital loans of approximately U.S.$13.1 billion (approximately U.S.$12.8 billion in 2020) granted to SMEs and middle market companies by the whole banking system, of which we represented 20.3% (20.5% in 2020) or U.S.$2.7 billion (U.S.$2.6 billion in 2020). These loans were financed by banks through the use of the FCIC or the additional FCIC line provided by the Central Bank, which bear an annual interest rate equivalent to the prevailing monetary policy interest rate (0.5% as of the date of this annual report). Similarly, banks were permitted to earn a maximum nominal interest of 3.5% on the loans granted to the customers applying for these loans. Each company was entitled to borrow a total amount equivalent to three months of sales (based on the previous year’s sales) from banks.

 

In addition, a bill sent by the Chilean Government was enacted and published as Law No. 21,227 on April 6, 2020, which aimed to mitigate the negative effects of COVID-19 on unemployment by means of a furlough scheme. This law enabled certain companies to furlough their employees while certain measures taken by the Chilean Government to address the pandemic are in place. During this timeframe, companies were required to pay only their employees’ social security items, while employees received part of their monthly salaries from their unemployment insurance fund, which was bolstered by the Chilean Government. Companies demonstrating a severe impact on their income-generating capacity due to government measures as a result of COVID-19 were able to apply for this furlough scheme.

 

On June 14, 2020, the Chilean Government reached an agreement with all political forces in order to define a two-year fiscal framework of up to U.S.$12 billion to finance support plans intended to boost employment and investment projects, called the COVID-19 Fund. This fund translated into an increase of former monthly direct money transfers for individuals from Ch$65,000 (approximately U.S.$90) to Ch$100,000 (approximately U.S.$140), covering up to the 80% of lower income segments (under certain requisites), incentives to hiring for companies by incorporating tax cuts for SMEs, special funds to support both community councils and the health network, and other measures that promotes public and private investment. On April 19, 2021, the Chilean Government decided to reinforce monthly money transfers to individuals by widening the target group to 80% of the lower income segment without any requisite.

 

On February 12, 2021, the Chilean Government created a new program that aims to support microentrepreneurs, SMEs and Middle Market companies with annual sales of up to UF1,000,000 (approximately U.S.$41 million) by providing them government guarantees for borrowing from banks at convenient conditions, in order to promote economic recovery in the short-term. This new program, also called FOGAPE-REACTIVA, rather than considering working capital loans as the FOGAPE-COVID program did, also contemplates long-term funding for investment projects and debt restructuring. The program considers a total amount of government guarantees of up to UF171.5 million (approximately U.S.$7.0 billion). As of the date of this annual report, the whole banking system had granted approximately U.S.$ 2.9 billion in loans to companies, of which Banco de Chile had provided funding of approximately U.S.$769 million, representing a 26.6% of the total amount.

 

 C: 

183

 

 

On March 2021, the Chilean Government announced a reinforcement of this fund from U.S.$12 billion to U.S.$18 billion, in order to provide further support to the lower and middle class by providing a three-month package of monthly direct money transfers ranging from Ch$25,000 (approximately U.S.$35) to Ch$100,000 (approximately U.S.$140) per family member depending on the lockdown level in the family’s neighborhood. For the middle income segment, there will be a one-time bonus of Ch$500,000 (approximately U.S.$700) per family, while SMEs will receive some benefits associated with the postponement of community and fiscal taxes and rescheduling of loans provided by the state-owned bank, among others.

 

On April 23, 2021, the Chilean Government introduced modifications to the FOGAPE-COVID program in order to widen the coverage of loans granted to SMEs and microentrepreneurs by establishing a single guarantee level of 90% for government-guranteed loans provided to these kinds of borrowers, in order to promote lending and economic recovery.

 

In July and November 2020, the Chilean Congress approved laws that entitled Chileans to withdraw up to 10% each time, or an amount that could range from a minimum of UF35 to a maximum of UF150, of their individual accounts held in the Chilean pension fund system, as an extraordinary support to face the COVID-19 pandemic. Although the second law was more focused on lower income segments and included certain measures intended to refund the withdrawn amounts, these measures were widely used by the Chilean population, translating into an overall withdrawal of approximately U.S.$35 billion, according to the Chilean Pensions Superintendency, as of the date of this annual report. On April 27, 2021, a third withdrawal, previously approved by the Chilean Congress, was enacted by the Chilean Government.

 

Other Relevant Trends

 

We believe we have developed strong competitive advantages that will allow us to remain a relevant participant within the Chilean banking industry. We are continuously seeking additional improvements in matters such as operating efficiency, productivity, profitability and service quality by developing new customer oriented service models, launching new financial products and services and implementing high quality information technologies. Our business environment is increasingly competitive and an active market for mergers and acquisitions tends to encourage large financial groups. In addition, competition from non-banking companies, mainly those involved in the retail industry, has encouraged us to develop improved value propositions to satisfy our customers’ needs.

 

Unfavorable developments on the U.S.-China “trade-war” or the effects of Brexit could negatively affect global economic growth and adversely impact Chilean economic growth as a result of external forces affecting copper prices, the growth trends of Chile’s main trade partners or global trade. Any impact on the local economy would certainly affect the dynamics of the banking industry.

 

Political or diplomatic developments. Various political events are taking place around world, including administrations recently appointed or the upcoming elections in certain of the principal developed countries and various countries in Latin America, a redefinition of political and economic alliances and the emergence of radicalized political movements in other parts of the world. In addition, the latent threat of armed conflicts or terrorism in the Middle East and Asia, has contributed to global migration crises and political instability that has been managed in dramatically different ways by developed countries. Any negative development in these matters could result in the adoption of protectionist policies, immigration bans, restrictions on foreign trade or prohibitions on business with specific investors in particular countries or within certain countries. If any of these risks materialize, they could result in increased uncertainty and volatility in the international markets.

 

We believe that Chile and its financial industry have demonstrated success in facing worldwide financial contingencies because of the strict fiscal policy, forward-looking and independent monetary policy, as well as strong regulation and supervision related to the financial industry.

 

In addition, the recent international trend of improved protection of consumers’ financial rights has become increasingly significant in Chile. If this trend leads to several and/or dramatic changes in the Chilean financial regulation, the banking industry could be adversely affected and, therefore, we could experience a negative impact on our future operating results.

 

For more information regarding the potential economic or regulatory factors that could affect our results of operations or financial condition, see “Item 3. Key Information—Risk Factors— COVID-19 or any other pandemic disease and health events will affect both the global and the Chilean economy, our business or results of operations and could affect our financial condition.”

 

 C: 

184

 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

In the normal course of business, we are party to a number of off-balance sheet arrangements that present credit, market and operational risks that are not reflected in our audited consolidated financial statements. These activities include commitments to extend credit not otherwise accounted for as contingent loans, such as overdrafts and credit card lines of credit, and long-term contractual obligations under operating leases or service contracts.

 

We provide customers with off balance sheet credit support through loan commitments. Such commitments are agreements to lend to a customer at a future date, subject to compliance with contractual terms. Since substantial portions of these commitments are expected to expire without us having to make any loans, total commitment amounts do not necessarily represent our actual future cash requirements. The amounts of these loan commitments were Ch$7,870,260 million as of December 31, 2019 and Ch$7,650,382 million as of December 31, 2020. See Note 27 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report. The amounts of subscribed leasing contracts were Ch$162,880 million as of December 31, 2019 and Ch$120,556 million as of December 31, 2020.

 

Interest rate and cross-currency swaps, which are entered into in order to hedge our foreign investment portfolio, are recorded at their estimated fair market values. See Note 9 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report.

 

The credit risk of both on and off-balance sheet financial instruments depends on many factors, including the value of collateral held and other security arrangements. To mitigate credit risk, we generally determine the need for specific covenant, guarantee and collateral requirements on a case-by-case basis, depending on the nature of the financial instrument and the customer’s creditworthiness. The amount and type of collateral held to reduce credit risk varies, but may include real estate, machinery, equipment, inventory and accounts receivable, as well as cash on deposit, stocks, bonds and other marketable securities that are generally held in our possession or at another appropriate custodian or depository. This collateral is valued and inspected on a regular basis to ensure both its existence and adequacy. Additional collateral is requested when appropriate. For further information, see Note 27 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report.

 

Financial Guarantees

 

The following is a summary of the nominal value of instruments that are considered financial guarantees and which are accounted for in off-balance sheet accounts:

 

   As of December 31, 2020 
   (in millions of Ch$) 
Performance bonds  Ch$2,214,370 
Foreign office guarantees and standby letters of credit   224,079 
Total  Ch$

2,438,449

 

 

Guarantees in the form of performance bonds, standby letters of credit and foreign office guarantees are issued in connection with agreements made by customers to counterparties. If the customer fails to comply with the agreement, the counterparty may enforce the performance bonds, standby letters of credit or foreign office guarantees as a remedy. Credit risk arises from the possibility that the customer may not be able to repay us for these guarantees.

 

As of December 31, 2020, the expiration of guarantees per period was as follows:

 

   Due within 1 year   Due after 1 year
but within 3 years
   Due after 3 years but within 5 years   Due after 5 years   Total 
   (in millions of Ch$) 
Performance bonds  Ch$1,481,449   Ch$620,089   Ch$91,003   Ch$21,829   Ch$2,214,370 
Foreign office guarantees and standby letters of credit   188,710    31,981    387    3,001    224,079 
Total  Ch$

1,670,159

   Ch$

652,070

   Ch$

91,390

   Ch$

24,830

   Ch$

2,438,449

 

 

 C: 

185

 

 

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

The following tables set forth our contractual obligations and commercial commitments by residual maturity. As of December 31, 2020, the scheduled maturities of our contractual obligations, including accrued interest, were as follows:

 

   Due within 1 year   Due after 1 year but within 3 years   Due after 3 years but within 5 years   Due after
5 years
   Total   Estimated Interest
Payment
 
IFRS:  (in millions of constant Ch$ as of December 31, 2020) 
Contractual Obligations                        
Currents accounts and other demand deposits  Ch$15,167,229   Ch$   Ch$   Ch$   Ch$15,167,229      
Transaction in the course of payment   882,944                882,944      
Saving accounts and time deposits   8,497,167    400,991    1,232    151    8,899,541      
Bonds issued                              
Mortgage finance bonds   3,314    2,320    838    314    6,786    657 
Bonds   1,045,306    1,704,497    1,586,221    3,183,808    7,519,832    854,326 
Commercial Bonds   180,570                180,570    20,514 
Subordinated Bonds   118,164    29,354    16,688    722,201    886,407    358,494 
                               
Hedged Instrument                              
Inflows                              
Corporate Bond EUR   (1,473)   (2,946)   (44,037)   (51,871)   (100,327)     
Corporate Bond HKD   (13,352)   (90,988)   (78,369)   (269,894)   (452,603)     
Corporate Bond PEN   (1,550)   (3,098)   (3,098)   (41,484)   (49,230)     
Corporate Bond CHF   (829)   (94,332)   (121,182)       (216,343)     
Corporate Bond USD   (1,515)   (3,030)   (3,030)   (40,140)   (47,715)     
Obligation USD   (157,733)               (157,733)     
Corporate Bond JPY   (2,115)   (38,110)   (3,472)   (191,351)   (235,048)     
Corporate Bond AUD   (4,898)   (9,796)   (9,799)   (206,991)   (231,484)     
Corporate Bond NOK   (2,275)   (4,550)   (4,550)   (71,491)   (82,866)     
Outflows                              
Cross currency  swap EUR   1,473    2,946    44,037    51,871    100,327      
Cross currency  swap HKD   13,352    90,988    78,369    269,894    452,603      
Cross Currency Swap PEN   1,550    3,098    3,098    41,484    49,230      
Cross currency  swap CHF   829    94,332    121,182        216,343      
Cross currency  swap USD   1,515    3,030    3,030    40,140    47,715      
Cross currency  swap USD   157,733                157,733      
Cross currency  swap JPY   2,115    38,110    3,472    191,351    235,048      
Cross Currency Swap AUD   4,898    9,796    9,799    206,991    231,484      
Cross Currency Swap NOK   2,275    4,550    4,550    71,491    82,866      
                               
Borrowings from financial institutions   559,015    1,020,138    2,090,600        3,669,753      
Other obligations   191,506    189    18        191,713      
Lease contracts   26,917    39,697    19,424    28,979    115,017      
Services contracts   14,166    7,012    41        21,218      
Investments sold under agreements to repurchase   288,917                288,917      
Total  Ch$26,975,215   Ch$ 3,204,198   Ch$ 3,715,062   Ch$935,453   Ch$ 37,829,927    Ch$1,233,991 

 

 

For more information, see Note 9(c) to our audited consolidated financial statements.

 

 C: 

186

 

 

Item 6Directors, Senior Management and Employees

 

DIRECTORS AND SENIOR MANAGEMENT

Directors

 

Our administration is conducted by our board of directors, which, in accordance with our bylaws (estatutos), consists of 11 directors and two alternate directors. The entire board of directors is elected every three years. Our current board of directors was elected in March 2020 and its term expires in March 2023.

 

Cumulative voting is permitted for the election of directors. Our chairman and our chief executive officer are appointed by our board of directors and hold their offices at its discretion. Scheduled meetings of our board of directors are held at least twice a month. Extraordinary board of directors meetings may be called by the chairman, when requested by a majority of the directors, or, in limited circumstances, when requested by a single director.

 

Our current directors are as follows:

 

Director  Position  Committee Memberships  Age
Pablo Granifo L.  Chairman  8  62
Andrónico Luksic C.  Vice Chairman  1  67
Julio Figueroa  Vice Chairman  2  49
Alfredo Ergas S.  Director  4  54
Andrés Ergas H.  Director  2  54
Jean Paul Luksic F.  Director  1  56
Raul A. Anaya Elizalde  Director  4  66
Samuel Libnic  Director  1  55
Hernán Büchi Buc  Director  2  72
Francisco Pérez M.  Director  4  63
Jaime Estévez V.  Director  4  74
Paul Fürst G.  Alternate Director  3  54
Sandra Guazzotti  Alternate Director  2  54

 

Pablo Granifo L. was re-elected as the chairman of our board of directors in 2020, a position which he has held since 2007. He was our Chief Executive Officer from 2001 to 2007, and previously, Chief Executive Officer of Banco 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 Administradora General de Fondos S.A., Banchile Asesoría Financiera S.A., Socofin S.A., a member of the executive committee of Banchile Corredores de Seguros Limitada. He is also chairman of Viña San PedroTarapacá S.A., and a member of the board of directors of Quiñenco S.A., Compañía Cervecerías Unidas S.A., Empresa Nacional de Energía Enex S.A., Embotelladoras Chilenas Unidas S.A. and Cervecera CCU Chile. Mr. Granifo is also a member of the Chilean Bank Association. He holds a degree in business administration from the Pontificia Universidad Católica de Chile.

 

Andrónico Luksic C. has been a director and the vice chairman of our board of directors since 2002 and was re-elected in 2020.  Mr. Luksic is also chairman of LQ Inversiones Financieras S.A., Quiñenco S.A. and Compañía Cervecerías Unidas S.A., vice chairman of Compañía Sud Americana de Vapores S.A. (CSAV S.A.) and a member of the board of directors of Antofagasta plc (United Kingdom), Antofagasta Minerals, Tech Pack S.A., Nexans S.A. and Invexans S.A. In addition to his corporate roles, Mr. Luksic is a founding member of the Advisory Board of the Panama Canal Authority and a member of the International Advisory Council of the Brookings Institution, the Chairman’s International Advisory Council of the Americas Society/Council of the Americas, the International Business Leaders’ Advisory Council for the Mayor of Shanghai, and the International Advisory Council of the China Investment Corporation. Mr. Luksic is also a founding member of the Harvard Global Advisory Council, and the Columbia University World Projects Advisory Council. He is a member of the Harvard Business School Latin American Advisory Board, the Dean’s Council of the Harvard Kennedy School, the Harvard University David Rockefeller Center for Latin American Studies’ Advisory Committee, the Latin American Executive Board of the MIT Sloan School of Management, the International Advisory Board of the Blavatnik School of Government at the University of Oxford, and the International Advisory Boards of Tsinghua University School of Economics and Management and the Fudan University School of Management. Mr. Luksic attended Babson College in the U.S., where he is an Emeritus member of the Board of Trustees. Andrónico Luksic and Jean Paul Luksic are brothers.

 

 C: 

187

 

 

Julio Figueroa. has been a member of our board of directors since December 27, 2018, and was most recently re-elected as director and appointed vice chairman of the board in March 2020. He is Chief Executive Officer at Citi Latin America South –LAS– (Argentina, Chile, Colombia, Peru, Paraguay, Peru, Uruguay and Venezuela) based in Buenos Aires, Argentina. In addition to this role, he is also Head of Corporate & Investment Banking (CIB) for LAS Cluster. Mr. Figueroa joined Citi in Buenos Aires in 1994 in CIB after working for IBM Argentina in the finance division. Since then, from 1994-2001 he has held several roles in CIB Argentina as a senior banker covering Argentine clients in different industries. He moved to the Citi Latin America Regional Office in Miami, U.S.A. in 2001, as a senior corporate finance transactor in CIB, covering corporate clients in Latin America, and to Citi New York, United States, in 2004 as managing director, responsible for Financial Sponsors & Private Equity Clients for CIB Latin America. In 2010, Mr. Figueroa returned to Buenos Aires as CIB Head for Citi Argentina, a position he held until May 2014, when he was appointed Chief Executive Officer for Citi Peru and Vice President of the board of directors of Citibank del Peru S.A., responsible for the wholesale and the consumer businesses. In November 2015, Mr. Figueroa was named Chief Executive Officer for Citi in Argentina, where he led a significant transformation of the franchise, both in the wholesale and consumer businesses. In January 2017, in addition to his role as Chief Executive Officer of Citi Argentina, he became head of Southern Cone (Argentina, Uruguay and Paraguay) and CIB Head for Southern Cone. In January 2020, he expanded his responsibility and became head of Latin America South LAS (Argentina, Chile, Colombia, Ecuador, Peru, Paraguay, Uruguay and Venezuela). Mr. Figueroa received his MBA finance degree from the CEMA University in Buenos Aires, a B.A. in business administration and a B.A. in accounting, both from Universidad Católica Argentina (U.C.A.) in Buenos Aires. He is a member of the board of Cámara de Comercio de los Estados Unidos de América en Argentina (AmCham) and Asociación de Bancos Argentinos (ABA), as well as Member of Asociación Empresaria Argentina (AEA), Consejo Empresarial de América Latina (CEAL) in Argentina, Young President Organization (YPO) in Argentina, and Instituto para el Desarrollo Empresarial en Argentina (IDEA).

 

Raul A. Anaya Elizalde. was a member of our board of directors from 2008 to 2013, and was re-elected to our board of directors in September 2020. Mr. Anaya is currently Chairman of the Board of Directors of Citibanamex Seguros S.A. de C.V. and Citibanamex Pensiones S.A. de C.V. in Mexico. Mr. Anaya worked at Citi for 32 years until his retirement in June 2019. Before retiring, he was the Corporate Head of In-Business AML (KYC) for Citibanamex, subsidiary of Citigroup in Mexico, from July 2017 to June 2019. From July 2015 to June 2017, Raul Anaya was the Corporate Head of Transformation for Citibanamex in Mexico. Before his role in Citibanamex, from July 2012 to July 2015, Mr. Anaya was the Citi CEO for Latin America Consumer and Commercial Banking. Prior to this, Mr. Anaya served as Head of Global Retail Banking immediately following his position as the COO of Citigroup’s Global Consumer Banking Council, which commenced in April 2010. He also served as CEO of Citigroup’s businesses in Central America and the Caribbean starting in July 2008. From December 2005 to July 2008, Mr. Anaya was the CEO of Latin America’s (except Brazil and Mexico) Consumer Group. He was responsible for retail banking, credit cards, and consumer finance, 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, responsible for mortgages, personal loans and vehicle 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, in charge of its offices in the United States and Canada. Mr. Anaya Chaired the Board of Directors of most of Citi’s financial and subsidiary entities across all of Central America.

 

Alfredo Ergas S. has been a member of our board of directors since March 2017 and was re-elected in March 2020. Mr. Ergas is an independent director and was elected with the vote of the administrators of the Chilean pension funds. Mr. Ergas is chairman of the board of directors of Transportadora de Gas del Perú S.A. (Peru), and member of the board of directors of Grupo Costanera SpA and Transelec S.A. He is also a member of the board directors of non-profits, Corporation InBest and chairman of the Advisory Committee of the Treasury and of the Faculty of Business and Economics of the Universidad de Chile. Previously, he acted as the Regional Chief Financial Officer of Enersis, where he also served in business development and as Controller. Previously, he was the Chief Financial Officer of Endesa Chile and Smartcom, a telecommunications subsidiary of Endesa Spain. He has also been Head of the Money Market Desk of Santiago S.A. Corredores de Bolsa. Mr. Ergas is a professor of finance at Universidad de Chile and holds a degree in business administration from Universidad de Chile and an MBA from Trium Global Executive, jointly issued by New York University, the London School of Economics and Political Science and the HEC Paris School of Management.

 

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Andrés Ergas H. was appointed member of our board of directors in 2017 and was re-elected in March 2020. Previously, he was an advisor to the board of directors since August 2014 until his appointment as director. Currently, he is chairman of the board of Nomads of the Seas, Todo Moda and Inersa 1 and Shmates. Previously, he was chairman and Chief Executive Officer of Banco HNS, chairman of the board of directors of Compañía General de Leasing and vice chairman of Factoring Finersa. He has also served on the boards of Banco de A. Edwards, Hotel Plaza San Francisco Kempinsky, BMW Chile, Inmobiliaria Paidahue, Mitsubishi Motors and Dina Trucks Co. Mr. Ergas was President and Founder of the Factoring Companies Association. He holds a degree in business administration from the Universidad Diego Portales.

 

Jean Paul Luksic F. was appointed member of our board of directors in April 2013 and was re-elected in March 2020. Mr. Luksic is vice chairman of Quiñenco S.A. and Sociedad Matriz SAAM S.A. Mr. Luksic has also been chairman of the board of directors of Antofagasta plc (United Kingdom) since 2004 and of Antofagasta Minerals S.A. Mr. Luksic was appointed to the board of directors of Antofagasta plc in 1990 and was the Chief Executive Officer of Antofagasta Minerals until his appointment as chairman of Antofagasta plc in 2004. He is also a member of the Consejo Minero, the industry body representing the largest mining companies in Chile. Mr. Luksic holds a B.Sc. degree in management and science from the London School of Economics and Political Science. Jean Paul Luksic is the brother of Andrónico Luksic.

 

Samuel Libnic has been member of our board of directors since April 2015 and was re-elected in March 2020. He has been the General Counsel for Citigroup Inc.’s operations in Latin America since 2007. In April 2010, he became a member of Citigroup Inc.’s Legal Management Committee and in January 2012, he was appointed to the Office of Vice President by the board of directors of Citibank, N.A. and as Senior Vice President of Citibank, N.A. in October 2019. In September 2013, the legal department of Banamex, Citigroup Inc.’s Mexican banking subsidiary, also began reporting to Mr. Libnic. Mr. Libnic’s current responsibilities include overseeing legal coverage for all Citibank’s products and businesses throughout Latin America and Mexico. Prior to becoming General Counsel for the Latin America region, Mr. Libnic held a number of positions since joining the company in 1996 as General Counsel of the Global Corporate and Investment Bank for Citibank Mexico, Grupo Financiero Citibank. In 2001, he was named Deputy General Counsel for Latin America, a position he held until he assumed his current role. From November 2010 until June 2013, Mr. Libnic also acted as head of the Legal Department for Citi Brazil (in addition to his regional role). Before joining Citigroup Inc., Mr. Libnic worked at Shearman & Sterling LLP in New York and with Basham, Ringe and Correa in Mexico. He holds a law degree with honors from the Anahuac University in Mexico, as well as an L.L.M. from Georgetown Law School, and is licensed to practice law in both Mexico and New York.

 

Hernán Büchi Buc was elected a member of our board in August 2019 and re-elected in March 2020. Previously, he served as an advisor to our board since 2008, and during 2007 he was a member of our board of directors. He is the founder and advisor of the Instituto Libertad y Desarrollo, and president of the Directive Council of Universidad del Desarrollo. Mr. Büchi is also a board member of Quiñenco S.A., and Falabella S.A. Between 1985 and 1989, Mr. Büchi served as the Minister of Finance, and prior to this, he served as the Superintendent of Banks from 1984-1985, Minister of Planning from 1983-1984, and Vice-Secretary of Health from 1980-1983. Mr. Büchi holds a degree in civil mining engineering from the University of Chile and a Master’s Degree from Columbia University.

 

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Francisco Pérez M. has been a member of our board of directors since 2001 and was re-elected in March 2020. Since 1998, Mr. Perez has also served as the Chief Executive Officer of Quiñenco S.A. Mr. Pérez is also chairman of the board of directors of Compañía Sud Americana de Vapores S.A., Empresa Nacional de Energía Enex S.A., Invexans S.A., Hidrosur S.A. and Tech Pack S.A. He was formerly the Chief Executive Officer of Compañía Cervecerías Unidas S.A., of which he is still a director. Mr. Perez is a member of the board of directors of LQ Inversiones Financieras S.A., Embotelladoras Chilenas Unidas S.A., Cía. Cervecerías Unidas Argentina S.A., Cía. Pisquera de Chile S.A., Cervecera CCU Chile Limitada, Viña San Pedro Tarapacá S.A., Inversiones y Rentas S.A., Nexans (France), Sociedad Matriz SAAM S.A., Hapag-Lloyd A.G. (Germany) and member of the executive committee of Banchile Corredores de Seguros Limitada. Prior to 1991, Mr. Perez was Chief Executive Officer of Citicorp Chile and also was Vice President of Bankers Trust in Chile. Mr. Perez holds a degree in business administration from the Pontificia Universidad Católica de Chile and an MBA from the University of Chicago.

 

Jaime Estévez V. has been a member of our board of directors since 2007 and was re-elected in March 2020. He is also currently a member of the board of directors of Cruzados SADP. Previously, Mr. Estévez was chairman of the board of directors of Banco Estado, a Chilean state-owned bank. Additionally, he has served as a director of AFP Provida and AFP Protección, two Chilean pension fund investment companies, and as director of Endesa Chile S.A. Mr. Estévez was the Minister of Public Works from January 2005 to March 2006, and simultaneously, the Minister of Transportation and Telecommunications. He was also a congressman from March 1990 to March 1998 and President of the Lower Chamber of the Chilean Congress from March 1995 to November 1996. Mr. Estévez holds a degree in economics from the Universidad de Chile.

 

Paul Fürst G. has been a member of our board since November 2019 and was re-elected as first alternate director in March 2020. From 1998 to date, he has been a member of the board and partner at Grupo Plaza S.A., where he was also a member of the audit committee for two years, until April 2019. In addition, since 2009 he has been a partner and director of the mining company Ventana Minerals, since 2005 a partner and director of the mining and hydrogeology drilling company Terraservice, member of the board and partner of the goat products company Caprilac, and member of the board and partner of the agricultural company Comaihue. Previously, he was partner and member of the board at Parque Arauco S.A. for eleven years and director at the General Fund Manager WEG for two years. Mr. Fürst Gwinner is a commercial engineer from the Universidad de Las Condes. In addition, Mr. Fürst pursued the Senior Management Program (PADE) of the ESE Business School at the Universidad de los Andes.

 

Sandra Guazzotti has been a member of our board of directors since June 2019 and was re-elected as second alternate director in March 2020. Ms. Guazzotti is Senior Vice President of Latin America of Oracle MCR (with the exception of Brazil and Mexico), and has more than 20 years of global experience in IT and finance. Previously, Ms. Guazzotti led Oracle Chile as General Manager twice, firstly between 2011-2014, and later in 2018. During her career at Oracle, she held the positions of Vice President of Investment Solutions and Financing for Asia – Pacific, based in Singapore, and Vice President of Corporate Sales in Japan. Prior to joining Oracle in 1999, she held various positions in the financial services industry, both in Japan and Argentina. Ms. Guazzotti holds degrees in International Relations from the University of Tsukuba, Japan and Senior Management (PADE) from Universidad de los Andes, Chile. Additionally, she has the Certification of Directors of the Institute of Directors (IoD), United Kingdom. Ms. Guazzotti was distinguished as one of the “100 Women Leaders in Chile” by the organization Mujeres Empresarias and the newspaper El Mercurio (2011, 2018 and 2019). Currently, she is also the chairman of the Board of Directors of the Chilean-American Chamber of Commerce (AmCham Chile) and member of the Board of the Pan American Development Foundation. Ms. Guazzotti is also a member of Women Corporate Directors (WCD).

 

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Senior Management

 

Our current executive officers are as follows:

 

Executive Officers  Position  Age
Eduardo Ebensperger O  Chief Executive Officer  55
Rolando Arias S  Chief Financial Officer  56
Alfredo Villegas Montes  General Legal Counsel and Secretary of the Board  50
Cristián Lagos C  Manager — People and Organization Division  55
José Luis Vizcarra Villalobos  Manager — Commercial Division  62
Felipe Echaiz B  Manager — Global Compliance Division  53
Axel Fahrenkrog Romero  Manager — Corporate Banking Division  50
Sergio Karlezi Aboitiz  Manager — Treasury Division  55
Oscar Mehech C  Manager — Internal Audit Division  56
Paola Alam Auad  Manager — Wholesale Credit Risk Division  58
Julio Cubillo Navarro  Manager — Retail Credit Risk Division / Global Risk Control  45
Claudia Herrera G  Manager — Marketing and Digital Banking Division  50
Esteban Kemp De La Hoz  Manager — Operations and Technology Division  41
Salvador Danel H  Manager — Cyber Security Division  48
Nicolás Burr G  Manager — Efficiency and Productivity Division  45

 

Eduardo Ebensperger O. has been our Chief Executive Officer since May 2016. He has held several positions at Banco de Chile including manager of the Commercial Division from 2014 to 2016, manager of the Wholesale, Large Companies and Real Estate Division between 2008 and 2014 and manager of the Large Companies Division between 2005 and 2007. Also, he was the Chief Executive Officer of Banchile Factoring S.A., president of the board of directors of Artikos S.A. and member of the board of directors of Banchile Securitizadora S.A. Mr. Ebensperger joined Banco de A. Edwards in 1989, where he was appointed as regional branch manager in 1997 and later was the manager of the Medium Sized Companies Division until 2001. Currently, he is member of the boards of directors of Banchile Asesoría Financiera S.A., Banchile Administradora General de Fondos S.A., Banchile Corredores de Seguros Limitada and Socofin S.A. He is also member of the Advisory Council of the Faculty of Economics and Administration of the University of Chile. Mr. Ebensperger holds a degree in business administration from the Universidad de Chile.

 

Rolando Arias S. has been our Chief Financial Officer since June 2014. Prior to this position, Mr. Arias was manager of the Research and Planning Area. He served as manager of the Financial Control Area of Banco de Chile after its merger with Banco de A. Edwards from 2002 to 2006. Before this merger, Mr. Arias was in charge of the Planning Area of Banco de A. Edwards from 1997 to 2001. Mr. Arias joined Banco de A. Edwards in 1987 and until 1997 he held various positions related to controlling and planning. Mr. Arias holds a degree in business administration from Pontificia Universidad Católica de Chile.

 

Alfredo Villegas Montes. has been our General Counsel and Secretary of our board of directors since December 2019. Previously, he served as deputy general counsel since 2017. Before, he was head legal counsel for the Commercial Division since 2008. He joined Banco de Chile in 2002 as a result of its merger with Banco de A. Edwards, having joined the latter in 1994. Since January 2021, he has been the vice president of the legal affairs committee of the Chilean Banks Association. Mr. Villegas is an attorney and holds a law degree from the Universidad de Chile.

 

Cristián Lagos C. has been our People and Organization Division manager since May 2012. From 2008 to March 2012 he was the Corporate Human Resources and Reputational manager of Compañía General de Electricidad S.A. He was the Human Resources manager of Chilesat S.A. and corporate manager of Telmex S.A after those two companies merged. Previously, he was the Planning and Human Resources Division manager at Banco Sudaméricano, and later Scotiabank following the merger of these two banks. Currently, he is also member of the board of directors of Guillermo Subercaseaux Banking Studies Institute. Mr. Lagos holds a degree in psychology from the Universidad Diego Portales.

 

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José Luis Vizcarra V. has been our Commercial Division Manager since January 2020. Mr. Vizcarra joined Banco de Chile in September 1977. As of the date of his most recent appointment, he was the Metropolitan Regional Manager, a position he held since 2017. Previously, he served as regional area manager and zone manager in different locations throughout Chile, among other roles. Currently, he is a member of the boards of directors of Banchile Administradora General de Fondos S.A., Banchile Corredora de Seguros S.A. and Socofin S.A. Mr. Vizcarra has a technical degree in finance from Instituto de Estudios Bancarios Guillermo Subercaseaux, a graduate degree in corporate management from Universidad del Desarrollo, and a diploma in finance from Universidad de Buenos Aires.

 

Felipe Echaiz B. has been manager of our Global Compliance Division since January 2008. Mr. Echaiz previously worked for Citibank for ten years. Between 2004 and 2005 he was vice-president and Multinationals Cluster Group Head, and then served as Country Compliance Officer for Citigroup Chile between 2006 and 2007. In 2003 Mr. Echaiz was deputy director of the Anti-Money Laundering and Organized Crime Unit at the Public Prosecutor’s Office. At present, Mr. Echaiz is chairman of the Compliance Committee of the Chilean Association of Banks. Mr. Echaiz is an attorney and holds a law degree from the Pontificia Universidad Católica de Chile and holds a master’s degree in finance and economics from the Universidad de Chile.

 

Axel Fahrenkrog Romero. has been the Head of Corporate Banking Division since July 2020. Prior to that, he was the multinational head since June 2016 at Banco de Chile. Before this position, he worked as the Multinational Unit Head at Citibank Chile since 2007, a position which he held in Banco de Chile upon the merger of Citibank and Banco de Chile. From 1995 to 2005, Mr. Fahrenkrog covered different positions within main local banks as the multinational and corporate relationship manager, and also as the group unit head in commercial banking. Currently, he is also a member of the board of directors of Banchile Asesoría Financiera S.A. Mr. Fahrenkrog holds a degree in Business Administration at Universidad de Valparaiso and an MBA from The University of Queensland, Brisbane, Australia.

 

Sergio Karlezi Aboitiz. has been the Manager of Treasury Division since December 2011. Previously, he was the Manager of Treasury between October 2009 and November 2011. From June 2006 to December 2008, Mr. Karlezi served as Head Trader of Citibank Chile, holding the same position at Banco de Chile until September 2009. Since 2000, he worked for 6 years as Executive Director of Santander Investment New York. Before that, Mr. Karlezi held positions as Head Trader in Chase Manhattan Bank (now J.P. Morgan) and Santander Investment Chile. Mr. Karlezi holds a degree in Industrial Civil Engineering from the Universidad de Santiago de Chile.

 

Oscar Mehech C. has been manager of our Internal Audit Division since July 2008. Before that, he was our Regulatory Policies Division manager in 2008, Global Compliance Division manager from 2006 until 2007 and deputy general counsel between 2004 and 2006. Prior to joining the Bank in 2002, he was deputy general counsel at Banco de A. Edwards, an institution that he joined in 1991. Mr. Mehech is also the vice chairman of the surveillance committee at Depósito Central de Valores S.A. He holds a law degree from Universidad de Chile and an MBA from Pontificia Universidad Católica de Chile.

 

Paola Alam A. has been manager of our Wholesale Credit Risk Division since September 2018. Before, she served as the acting Corporate Credit Risk Division Manager since August 2018. Previously, since 2006, she was manager of Banco de Chile’s Business Risk Area. Mrs. Alam initially joined the Risk Area of Banco de A. Edwards in 1994, where she served in several positions. She has experience in risk taking in all sectors from SME to corporations, and in the last few years she has served in charge of the Large Companies Area. Previously, she worked at Price Waterhouse. Mrs. Alam holds a degree in business administration from Universidad de Santiago de Chile.

 

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Julio César Cubillo N. has been manager of our Retail Credit Risk Division since October 2018 and, since July 2020, has also been manager of our Global Risk Control Division. Previously, between May 2017 and July 2018, he was head of Credit Risk at BBVA Chile. Likewise, Mr. Cubillo was Global Head of Credit Risk for Consumer Finance line of business at BBVA Holding (Spain) and before that he was Global Head of Retail Credit Risk Tools at BBVA Holding (Spain), in which he continued serving between years 2011 and 2017. He started his career at Bankinter in Madrid developing several functions in the risk areas and segments during 11 years. Currently, he also is member of the board of directors of Socofin S.A. Mr. Cubillo is an economist from the Universidad Carlos III de Madrid (Spain), having also completed an executive development program at IESE Business School (Spain).

 

Claudia Herrera G. has been our Marketing and Digital Banking Division Manager since October 2019. Previously, she was the Division Manager in charge of Digital Transformation, a strategic program that she continues to lead. She joined Banco de A. Edwards in 2000, and in 2009, she assumed the position of Area Manager for Regional Large Businesses. In 2010 she became the Area Manager for Large Metro Businesses, Factoring and Comex, a position she held until June 2019 when she was named Division Manager of Large Metro Business, Factoring and Comex. Mrs. Herrera is also a member of the board of directors of Banchile Securitizadora S.A. She holds a degree in business administration from the Adolfo Ibáñez University.

 

Esteban Kemp D. has been manager of our Operations and Technology Division since August 2018. Before, he served as our acting manager of our Global Risk Control Division in March 2018. Prior to that, he had been the manager of the operational risk area since 2016. Mr. Kemp joined Banco de Chile in July 2016, after serving as senior manager at EY Chile. He had his first managerial position as a manager at Everis, in 2011. Mr. Kemp holds a civil engineer degree in computer science from the Universidad Austral de Chile and holds an MBA from the Universidad Adolfo Ibáñez.

 

Salvador Danel H. has been manager of our Cybersecurity Division since January 2019. During 2016 he was Cybersecurity Architect at Microsoft, responsible as a cybersecurity advisor for various organizations, cybersecurity assessments, compromise recovery activities and cloud planning. During 2015 he was Senior Security Manager at Accenture, responsible for the evaluation, planning and implementation of plans and processes related to cybersecurity for several industries. Between 2008 and 2014 he held the position of Senior Manager of Enterprise Risk Services at Deloitte, responsible for various areas, including, among others, cybersecurity practices to improve technology solutions, consulting services and business management, cybersecurity projects, define and develop the corporate cybersecurity strategy. In addition, Mr. Danel is co-founder of Secure Information Technologies Consulting, responsible for, among other, defining the processes of the cybersecurity business (risk, threat and vulnerability management, incident management, hardening of infrastructure, forensic analysis, data classification, destruction of data and others), and IT and security assessment. Mr. Danel holds a bachelor’s degree in Information Technology Engineering from the Anahuac University (Mexico).

 

Nicolás Burr Garcia de la Huerta. has been Manager of the Efficiency and Productivity Division since December 2020. Between 2015 and 2020, Mr. Burr served as Chief Financial Officer, member of the Executive Board of Hapag-Lloyd and supervisory board member of United Arab Shipping Company (UASC) in Hamburg, Germany. Previously, between 2009 and 2012, Mr. Burr was Chief Financial Officer of Madeco S.A. and member of the board of directors of Madeco Mills and Indalum SA. In 2012, Mr. Burr was appointed Chief Financial Officer of Compañía Sudamericana de Valopres (CSAV), a position he held until the beginning of 2015. Between 2000 and 2009, Mr. Burr served in diverse executive positions in Arauco in both Chile and Argentina. He is an Industrial Civil Engineer from Pontificia Universidad Católica de Chile (Santiago, Chile). Mr. Burr holds an MBA from the MIT Sloan School of Management and a Master of Public Administration from the London School of Economics.

 

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COMPENSATION

 

The table below presents the amount of compensation, as established by our shareholders, to the members of our board of directors for the year ended December 31, 2020. These amounts include remuneration for services, fees for attendance at meetings of our board of directors, meetings of committees of our board of directors and meetings of board of directors of our subsidiaries, consulting services and travel expenses.

 

Name of Director  Remuneration   Fees for Attending Meetings of our Board of Directors  

Fees for Attending Meetings of Committees of our Board of Directors and Meetings of the Board of Directors of our Subsidiaries (1)

   Consulting   Total 
   (in millions of Ch$) 
Pablo Granifo Lavín  Ch$598(2)  Ch$59   Ch$398   Ch$-   Ch$1,055 
Andrónico Luksic Craig   186    19    -    -    205 
Raul A. Anaya Elizalde   10    7    7    -    24 
Hernán Büchi Buc   62    30    74    -    166 
Jaime Estévez Valencia   62    30    133    -    225 
Sandra Guazzotti   62    30    70    -    162 
Francisco Pérez Mackenna   62    30    103    -    195 
Jean-Paul Luksic Fontbona   62    25    -    -    87 
Alfredo Ergas Segal   62    30    126    -    218 
Andrés Ergas Heymann   62    30    90    -    182 
Samuel Libnic   -    -    -    -    - 
Julio Figueroa   -    -    -    -    - 
Paul Fürst Gwinner   62    30    62    -    154 
Other Subsidiary Directors   -    -    115    7    122 
Total  Ch$1,290   Ch$320   Ch$1,178   Ch$7   Ch$2,795 

 

 

(1)Includes fees paid to members of the Advisory Committee of Banchile Corredores de Seguros Ltda. of Ch$14 million.

 

(2)Includes a provision of Ch$412 million, to account for an incentive which will be paid depending on the Bank’s results.

 

For the year ended December 31, 2020 fees paid for advisory services to the board of directors were Ch$90 million, while travel and other related expenses amounted to Ch$30 million.

 

Consistent with Chilean law, we do not disclose to our shareholders, or otherwise make public, information regarding the compensation of our executive officers. For the year ended December 31, 2020, the aggregate amount of compensation paid to our executive officers, including the executive officers of our subsidiaries, was Ch$3,918 million. Pursuant to the Chilean Corporations Law, our directors/audit committee must approve compensation plans, but we are not required to have a compensation committee. For the year ended December 31, 2020, no amounts were set aside or accrued by us to provide pension, retirement or similar benefits for our directors and officers. None of our directors is a party to any agreement with us or any of our subsidiaries that provides for benefits upon termination of his appointment as a director.

 

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BOARD PRACTICES

 

Governance Practices

 

The board of directors delegates certain functions and activities to our committees to research, evaluate and report to the board of directors regarding specific matters which may affect our businesses.

 

The Directors/Audit Committee

 

Prior to March 24, 2005, our directors committee and audit committee were separate committees performing independent functions for the board of directors. On March 24, 2005, the board of directors approved the merger of our directors committee with our audit committee, forming the directors/audit committee. The directors/audit committee’s primary objectives are to seek the efficiency, maintenance, application and functioning of our internal control systems and compliance with applicable rules and procedures governing our business; to identify our business risks; to supervise the activities of Internal Audit, ensuring their independence from management; to serve as an mediator and coordinator of tasks between the internal audit work and our independent auditors; to act as a communication channel between our internal audit team, our independent auditors and our board of directors; and to perform the duties established by Article 50 bis of the Chilean Corporations Law.

 

Our directors/audit committee is composed of three members appointed by the board of directors. The directors/audit committee is currently composed of the following individuals:

 

Alfredo Ergas S. (financial expert);

 

Jaime Estévez V.; and

 

Raúl Anaya E.

 

Mr. Ergas was appointed to the directors/audit committee by our board of directors at the meeting held on March 23, 2017. Mr. Estevez was appointed as member of the directors/audit committee by our board of directors at the meeting held on April 12, 2007. Mr. Anaya was appointed to the directors/audit committee by our board of directors at the meeting held on April 8, 2021. Messrs. Estevez and Ergas satisfy the independence requirements of both Chilean law and Rule 10A-3 under the Exchange Act and are full voting members of our directors/audit committee.

 

Mr. Anaya is exempt from the independence requirements of Rule 10A-3 of the Exchange Act pursuant to the exemption under Rule 10A-3(b)(1)(iv)(D). Pursuant to that exemption, Mr. Anaya is a non-voting member of our directors/audit committee with respect to all matters required to be addressed by our directors/audit committee under U.S. federal securities laws.

 

The directors/audit committee met 16 times (12 ordinary and 4 extraordinary meetings) during 2020. The budget of the directors/audit committee is approved annually at the ordinary annual shareholders’ meeting. The directors/audit committee satisfies the applicable requirements of the CMF and operates pursuant to a charter document. The CMF recommends that at least one of the members of the directors/audit committee be experienced with respect to the accounting procedures and financial aspects of banking operations. The directors/audit committee submits a report regarding its activities to our board of directors after each directors/audit committee meeting and presents an annual report at our ordinary annual shareholder’s meeting. As established in the directors/audit committee’s charter, the chief executive officer, the general counsel and the manager of our Internal Audit Division, or their respective deputies, shall also attend the directors/audit committee meetings. The directors/audit committee may also invite other persons to attend meetings.

 

The directors/audit committee may appoint independent personnel to carry out specific duties.

 

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The directors/audit committee’s specific objectives include:

 

Seeking efficiency, maintenance, application and functioning of our internal control systems, and compliance with rules and procedures;

 

Supervising compliance with rules and procedures governing the banking business and identifying the business risks of our and our subsidiaries’ activities;

 

Supervising the activities of our Internal Audit Division and ensuring its independence from management;

 

Serving as an intermediator and coordinator of tasks between our internal audit work and our independent auditors, and acting as a communication channel between these teams and our board of directors;

 

Proposing to the board of directors the independent auditors and the credit rating agencies to be proposed at the shareholders meeting;

 

Analyzing the reports, content, procedures and scope of the revisions by our independent auditors and credit rating agencies;

 

Analyzing the reports of internal audits and revisions and analyzing and reviewing the annual audit program;

 

Analyzing the interim and annual financial statements;

 

Analyzing our financial statements included in the Form 20-F;

 

Gathering information on accounting changes occurring during the year and their effects;

 

Reviewing issues affecting the internal control systems;

 

Analyzing the remuneration systems and compensation plans for managers and executive officers;

 

Analyzing the annual performance self-evaluation process;

 

Analyzing related party transactions pursuant to Title XVI of the Chilean Corporations Law;

 

Analyzing policies relating to operational risk and progress in the risk-management process and SOX self-evaluation;

 

Analyzing and informing on matters related to the Global Compliance Division, principally regarding the revision of policies for detecting and sanctioning money laundering transactions; and

 

Reviewing customer claims filed with the CMF and the Customer Defense Division of the Chilean Association of Banks and Financial Institutions.

 

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Portfolio Risk Committee

 

The main function of the portfolio risk committee is to inform our board of directors of changes in the composition and risk of our loan portfolio, and our corresponding global exposure, sector-specific exposure or business-specific exposure. The portfolio risk committee closely reviews the performance of our principal debtors, past due loan ratios, past due loan indicators, write-offs and allowances for loan losses.

 

The portfolio risk committee prepares proposals for discussion with, and approval by, our board of directors with respect to credit policies, portfolio evaluation methods and the calculation of allowances for expected loan losses. The portfolio risk committee also performs analysis of the adequacy of allowances, authorizes extraordinary charge-offs of loans once recovery attempts have been exhausted and controls the liquidation of assets acquired in lieu of payment.

 

The portfolio risk committee meets on a monthly basis and is composed of the chairman of our board of directors, two additional members of our board of directors, our chief executive officer; the manager of our Wholesale Credit Risk Division, the manager of our Retail Credit and Global Control Risk Division, the manager of our Commercial Division and the manager of our Risk Control and Information Management Area.

 

Credit Committees

 

Our governance structure relating to our credit evaluation process is based on our business segments and on the total requested. All credit committees are represented by qualified members with sufficient authority over credit approval limits.

 

Credit decisions are mostly made by different credit committees, the highest of which, in terms of lending limits, is the board loan committee. The Wholesale Credit Risk Division and the Retail Credit & Global Control Risk Division participate independently and autonomously, from the business divisions. The board loan committee meets on a weekly basis and reviews all transactions exceeding UF 750,000, as well as those transactions potential reputational risk for us, such as loans for education, not-for-profits entities, politically exposed persons (PEPs), etc. This committee is chaired by our Chairman and is comprised by all of our board members, our chief executive officer and the manager of our Wholesale Credit Risk Division or the Retail Credit and Global Control Risk Division, depending of the business’ segment requesting credit approval.

 

Additionally, for retail banking, we have loan committees that in exceptional cases review individual customers when they do not meet our customer profile policies, payment behavior requirements or maximum financing amounts.

 

Finance, International and Market Risk Committee

 

The main function of the finance, international and market risk committee is to (i) review and oversee our financial exposures, including the inherent market and liquidity risks in both trading (cash balance sheet on and off-balance sheet) and accrual portfolios, (ii) monitor adherence to the internal limits/triggers framework and compliance with standard regulatory guidelines. In addition, this committee also analyses foreign funding profile for trade transactions, guarantees, etc. and derivative transactions (credit exposures, tenors, risk mitigating mechanisms, clearing entities involved, etc.).

 

The finance, international and market risk committee meets at least monthly. Its permanent members are the chairman of the board of directors, four other members of the board of directors, the chief executive officer, the chief financial officer, the manager of our Treasury Division, the manager of our Wholesale Credit Risk Division and the manager of the market risk area.

 

The finance, international and market risk committee covers the following topics, among others:

 

Development and continuous review of policies and procedures for market and liquidity risks, ensuring adequate application to the financial exposures of the bank and its affiliates;

 

Review of the Bank’s annual Liquidity Plan and Price Risk limits framework;

 

Continuous monitoring of financial exposures and market/liquidity risks, ensuring compliance with the board’s risk framework;

 

Review and monitor the performance of all Treasury business segments, including revenues, market share, etc.;

 

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Monitor actual results of the different financial exposures, including the accuracy of our predictions and their impact on our positions; and

 

Review the liability profile, including long-term funding provided by foreign investors, and the main credit exposures generated by the derivatives portfolio.

 

Money Laundering and Financing of Terrorism Prevention Committee

 

The money laundering and financing of terrorism prevention committee was set up in April 2006 with the purpose of defining the policies and procedures that would comprise the asset laundering and financing of terrorism prevention system, as well as evaluating compliance and deciding on all matters related to these subjects.

 

This committee is composed of three board members, two of which must be independent. Additionally, the committee includes our chief executive officer, our general counsel and the chief executive officer of Banchile Administradora General de Fondos S.A., the manager of our Operations and Technology Division, the manager of our Internal Audit Division, the manager of our Global Compliance Division and the manager of our Anti Money Laundering Area as non-voting members.

 

The asset laundering and financing of terrorism prevention committee meets quarterly and among other functions as determined by our board has the following functions:

 

To approve the policies and procedures concerning the gathering of information on customers and their activities and the acceptance and monitoring of their accounts, products and operations;

 

To approve policies and procedures concerning unusual transaction detection systems; formal channels of information to senior management; and monitoring, analysis and reporting mechanisms;

 

To approve policies and procedures concerning surveillance methods and relations with correspondent banks;

 

To approve policies and procedures concerning staff selection, training programs and codes of conduct;

 

To approve the policies and procedures concerning money laundering and terrorism financing prevention;

 

To approve policies and procedures relating to client segmentation, products and high risk areas and their treatment, including special guidelines related to monitoring and controlling transactions associated with PEPs;

 

To approve policies and procedures relating to sanctions applied by the Office of Foreign Assets Controls (OFAC) to persons or countries listed under it;

 

To designate persons related to the Unidad de Análisis Financiera (UAF) according to law 19.913;

 

To review and analyze results to verify compliance with current policies and procedures;

 

To be informed and aware of decisions relating to the number of suspicious transaction reports sent to the UAF;

 

To consider activities developed to train staff in money laundering and terrorism financing prevention;

 

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To be informed and aware of technological and other types of projects relevant to the Global Compliance Division; and

 

To inform our board of directors of regulatory changes related to the prevention of money laundering and financing of terrorism.

 

Upper Operational Risk Committee

 

Created in March 2014, the Upper Operational Risk Committee is responsible for (i) approving our operational risk management model, ensuring the implementation of policies, rules, methodologies and associated procedures; (ii) approving plans and initiatives for the development of the operational risk management model and monitoring it; (iii) approving the acceptable levels of tolerance and appetite for operational risk and maintaining a permanent control over their compliance; (iv) tracking the main incidents and operational events, their root causes, impacts and corrective measures; (v) knowing about alerts coming from risk indicators and cybersecurity incidents and the different mitigation measures implemented by the Bank; (vi) ensuring the progress of the main action plans associated with incidents, events and operational risk assessments; (vii)  knowing the level of our exposure to operational risk and the main risks to which it is exposed; (viii) understanding the main strategies to mitigate our most significant operational risks, whether they have materialized or not, and following up on the implementation of these strategies; (ix) ensuring the long term solvency of the organization by avoiding those risk factors that may jeopardize the continuity of the Bank; (x) ensuring that the policies of operational risk, information security, business continuity and outsourcing services are aligned with the objectives and strategies of the Bank; (xi) determining the development of new products and services, process changes or outsourcing, in those cases of greater complexity or impact; (xii) informing our board of directors about the comprehensive operational risk management model and level exposure for the Bank´s operational risk, the main risks, events and action plans in this respect; and (xiii) acknowledging the results of critical suppliers’ yearly evaluation and following up on any measures defined therein.

 

This committee meets on a monthly basis, and is composed of the chairman and the vice-chairman of our board of directors, two additional members of our board of directors, our Chief Executive Officer, the manager of our Retail Credit and Global Control Risk Division, the manager of our Operations and Technology Division, the manager of our Cybersecurity Division and the manager of our Marketing and Digital Banking Division.

 

Capital Management Committee

 

The main function and objective of this committee is to evaluate, monitor and review the Bank’s capital adequacy under the principles set by the Bank’s Capital Management Policy and applicable risk appetite frame, safeguard that capital resources are adequately managed, that the principles set by the CMF in this respect are complied with, and the sustainability of the Bank’s business in the medium-term horizon.

 

This committee meets on a quarterly basis and is composed of two members of our board, the Chief Executive Officer, the Chief Financial Officer, the manager of our Wholesale Credit Risk Division, the manager of our Retail Credit and Global Control Risk Division and by the manager of our Financial Control of Treasury & Capital Area.

 

Leasing Committee

 

The main function of the Leasing Committee is to review the monthly evolution and results of our Leasing Area by means of a report that consolidates the management of the business divisions of the Bank.

 

This committee meets on a monthly basis and is composed of one or more directors appointed by the board of directors and our Chief Executive Officer as voting members. Other managers from business areas are appointed from time to time by this committee as non-voting members.

 

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Factoring Committee

 

The Factoring Committee was set up in 2013, after the merger of Banchile Factoring S.A. with us. Its purpose is to analyze the evolution and results of our Factoring Area in terms of volume, prices, margins, provisions and expenses and analyze the factoring product for each business area of the Bank.

 

This committee meets on a monthly basis and is composed of one or more directors appointed by the board of directors and our Chief Executive Officer as voting members. Other managers from business areas are appointed from time to time by this committee as non-voting members.

 

Consumer Finance Committee

 

This committee was terminated by our board of directors on April 8, 2021. Its main purpose was to analyze on a monthly basis the evolution and results of our Consumer Finance Area, its growth, and its strategies to gain new customer segments and maximize the results of the area.

 

This committee included the chairman of our board of directors, one additional member of our board of directors, our chief executive officer, the manager of our Commercial Division and the manager of our Consumer Finance Area.

 

Banchile Corredores de Seguros Executive Committee

 

The main purpose of the Banchile Corredores de Seguros Executive Committee is to analyze the growth and results of our insurance brokerage subsidiary.

 

This committee is composed of the chairman of our board of directors, one other member of our board of directors, our chief executive officer, the manager of our Commercial Division and the chief executive officer of Banchile Corredores de Seguros Ltda.

 

Committees composed of Banco de Chile’s senior management

 

The main committees composed of Banco de Chile’s senior management executives are:

 

Management Committee

 

The management committee, the highest coordinating body of our management, is chaired by our chief executive officer and composed by the managers of each of our divisions; its principal function is to discuss main strategic guidelines and to analyze the market and the banking industry.

 

This committee meets every two months and resolves issues relating to our internal policies and analyzes our performance. In this committee, numerous divisions exchange their points of view as to our business and prioritize joint initiatives. Each year, this committee outlines the foundations for our annual plan. After the individual annual plan for each business area is agreed upon by our chief executive officer and each division manager, under the coordination of our chief financial officer, the overall plan is submitted to our board of directors for approval. This committee also reviews progress and budgets for approved plans on a regular basis.

 

Disclosure Committee

 

In May 2003, we established the disclosure committee to ensure accurate market disclosure of our and our subsidiaries’ consolidated financial information. The members of the disclosure committee include our chief financial officer, our chief accountant, our chief legal counsel for international, financial and investment banking matters, the manager of our Wholesale Credit Risk division, the manager of our Retail Credit and Global Control Risk division, the manager of our Research and Planning Area, the manager of our Financial Control of Treasury & Capital Area and the manager of our Risk Follow-up Area. The manager of our Internal Audit Division may participate in this committee as well.

 

This committee meets quarterly and its members are required to review annual, mid-year and quarterly financial reports and in general all financial information disclosed by us prior to each disclosure.

 

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Ethics Committee

 

The Ethics Committee was established in 2005 to define, promote and regulate behavior of professional and personal excellence consistent with our philosophy and values to be followed by all our staff in order to meet the expectations of our customers.

 

To meet these goals and promote a culture of ethical behavior, the Ethics Committee sets policies on ethics and ensures their compliance, develops training plans related to ethics in our business, and reinforces positive behavior among our staff. The Ethics Committee also acts as a forum to address, discuss and resolve any conduct by our staff that is inconsistent with our values. This committee meets every four months and additionally, when necessary, upon receiving internal reports or complaints. It is chaired by the manager of our People and Organization Division and includes our general counsel, the manager of our Internal Audit Division, the manager of our Global Compliance Division, the manager of our Commercial Division, and the manager of our Operational and Technology Division.

 

Operational Risk Committee

 

Created in 2009, the operational risk committee is responsible for (i) identifying our operational risk management model and ensuring the implementation of policies, rules, methodologies and associated procedures in connection therewith; (ii) validating the plans and initiatives for the development of the operational risk management model and monitoring them; (iii) approving the acceptable levels of tolerance and appetite for operational risk and maintaining a permanent control over their compliance; (iv) ensuring compliance with the current regulatory framework, in matters that are limited to operational risk; (v) ensuring the dissemination in the organization of the comprehensive operational risk  management model; (vi) ensuring that the units establish continuous improvement systems for the existing control structure; (vii) promoting a culture of operational risk at all levels of the bank, especially aimed at raising awareness of risks, assuming responsibility and integration in management; (viii) being cognizant about the main frauds, incidents and operational events, their root causes, impacts and corrective measures; (ix) knowing about alerts coming from risk indicators and cybersecurity incidents and the different mitigation measures implemented by the Bank; (x) ensuring the progress of the main action plans and mitigation initiatives associated with frauds, incidents, events or operational risk assessments; (xi) identifying and prioritizing the strategies to mitigate the main operational risks, whether they have materialized or not and following up on the implementation of said strategies; (xii) ensuring the long term solvency of the organization by avoiding those risk factors that may jeopardize the Bank’s continuity; and (xiii) acknowledging the results of critical suppliers’ yearly evaluation and following up on any measures defined therein.

 

This committee meets on a monthly basis, and is chaired by the manager of our Retail Credit and Global Control Risk Division, and includes our chief financial officer, the manager of our Cybersecurity Division, the manager of our Operational Risk Area, the manager of our Technological Risk Area, the manager of our Business Continuity, the manager of our Technology and Infrastructure Area, the manager of our Large Companies Area, the manager of the Corporate Audit Area, the manager of our Operations Area, the manager of our Clients Area and the Head of the Legal Department.

 

Quality Committee

 

This main objective of this committee is to generate strategic guidelines for decision-making on issues related to the attention of customers, through all channels available at the bank, by means of the analysis of customer perception and relevant competition.  In addition, this committee supervises projects and initiatives aimed at increasing the permanence and referrals of our clients.

 

This committee meets every two months and is chaired by our chief executive officer, the manager of our Commercial Division, the manager of our Corporate Division, the manager of our Operations and Technology Division, the manager of our Marketing and Customers Division, the manager of our Clients and Phone-banking Area and the manager of the Consumer Business Area. The chairman of our board of directors and the deputy manager of our Consumer Experience Area also attend and participate in the meetings as permanent attendants.

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Subsidiaries Risk Committee

 

The Subsidiaries Risk Committee was created in 2017 and is responsible for managing and monitoring internal coherence in our subsidiaries’ operational, credit, liquidity and market risk compliance policies; establishing mechanisms for the identification, monitoring and measurement of those risks; and adopting the relevant corrective measures to be applied by our subsidiaries. Likewise, this committee must verify the adequacy of our subsidiaries’ policies related to these risks in relation to our own policies.

 

This committee meets quarterly and its members are the manager of our Global Compliance Division, the manager of our Wholesale Credit Risk Division, the manager of our Retail Credit and Global Control Risk Division, the manager of the Market Risk Area, the manager of our Operational Risk Area and the manager of our Corporate Risk Area.

 

Technical Committee for Internal Models Supervision and Development

 

This committee sets methodic guidelines to develop, follow-up and document diverse statistical models used throughout our Bank’s products focused on massive segments in order to assess their credit risk. It also safeguards the coherence between models and compliance of minimum satisfaction standards as required. Every model that must be approved by the Portfolio Risk Committee and by our board of directors must previously pass through a recommendation from this committee.

 

This committee meets on a monthly basis and is composed by the manager of our Retail Credit and Global Control Risk Division, the manager of the Risk Follow-up Area, the manager of the Research and Management Area, the manager of our Retail Business Development Area, the manager of our Risk Models Area, the deputy manager of our Retail and Model Follow-up Area, the deputy manager of our Big-Data and Regulatory Systems Area, the deputy manager of our Pre-approved Admissions Area, the deputy manager of our Regulatory Models Area, the deputy manager of our Infrastructure and Management Area, the deputy manager of our Risk Modeling Validation Area and our Retail Risk Department Chief.

 

Investment and Expenditures Committee

 

The main objectives of the Investment and Expenditures Committee are to review investment or expenditures related initiatives or projects amounting to more than UF12,500; to ensure that these investments or expenditures are consistent with our strategic plans; and to evaluate these new projects from an economic perspective, among others. Notwithstanding the foregoing, if a project involves the incremental disbursement of resources for more than UF25,000, this committee must request the approval of our board of directors.

 

This committee meets only in extraordinary sessions, on the dates determined by its chair. It is composed of our chief executive officer, our chief financial officer, the manager of the Administrative Area and the Manager of the Expenditure Control Area. If any technological project is to be approved, the manager of the Operations and Technology Division, the manager of the Technology and Infrastructure Area and the manager of the Planning and Project Management Office Area also participate.

 

Project Approval Committee

 

The main objectives of this committee are to approve technology initiatives or projects, whether investments or expenditures; to ensure that these investments or expenditures are consistent with our strategic plans; and to economically evaluate new projects, among others. Notwithstanding the latter, if a project involves the incremental disbursement of resources of more than UF12,500, this committee requires the approval of the Investment and Expenditures Committee.

 

 This committee meets on a weekly basis or as extraordinary determined by its chair. Its members are the manager of the Operations and Technology Division (chairing this committee), the manager of the Administrative Area, the manager of the Expenditures Control Area and the manager of the Planning and Project Management Office Area.

 

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Policies and Procedures

 

Our board of directors has approved policies and procedures addressing several matters. In addition, the Merger Agreement between us and Citibank Chile provided that as a general rule our board of directors would approve and implement certain policies and procedures relating to the operation of the joint entity. These policies are reviewed annually and updated as necessary.

 

At the time of filing of this annual report, our board of directors or, when applicable, our senior management, have approved policies and procedures regarding the following issues, among others:

 

  Anti-Money Laundering Policy;   Capital Management Policy
       
  Anti-Bribery and Foreign Corrupt Practices Act;   Capital Expenditure Policy;
       
  Office of Foreign Assets Control;   Expense Management Policy;
       
  Insider Trading and Personal Investment Management Policy; Information Barriers;   Accounting Policies and Procedures;
       
  Regulation K—Debts Previously Contracted;   Complex Products and Services Policy;
       
  Regulation K—Equity Activity;   Tax Standards for Tax Sensitive Transactions Policy;
       
  Regulation W (23 A/B);   Tax Policy and Procedures;
       
  Code of Conduct;   Fiduciary Policy;
       
  Fair Lending Policy;   Mergers and Acquisitions Policy;
       
  Loans to Directors;   Records Management Policy;
       
  Independent Research Policy;   Electronic Transportable Media Policy;
       
  Charitable Contributions Policy;   Volcker Rule Policy;
       
  Anti-Tying Policy;   Market Risk Policy;
       
  Mandatory Absence Policy;   Liquidity Risk Policy;
       
  Compliance Policy/Program;   Crime Prevention Model Policy;
       
  Legal Entity Management Policy;   FATCA Policy;
       
  Fraud Management Policy;   Fair Value Policy;
       
  Anti-Boycott Policy;   Capital Management Policy;
       
  Issue Tracking, Management and Escalation Process;   Compliance Program for Antitrust Regulation;
       
  Operational Risk Management Policy;   Manual for Handling Information of Interest to the Market;
       
  Credit Risk Policy;   PEPs Policy;
       
  Vendor Selection and Management Process;   Business Continuity (COB);
       
  Web Site Standards Policy;   Citi Information Security Standards;
       
  Information Technology;   General Ledger Maintenance Policy;
       
  Service Outsourcing Policy;   Quality Policy; and
       
      Environmental Policy.

 

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EMPLOYEES

 

The following table shows a breakdown of our full-time, permanent employees at the dates indicated:

 

   As of December 31, 
   2018   2019   2020 
Banco de Chile   11,350    11,140    10,876 
Subsidiaries   2,481    2,422    2,258 
Total   13,831    13,562    13,134 

 

As of December 31, 2020, we had 13,134 employees (on a consolidated basis), of whom 9,874 (including Banco de Chile and subsidiaries) were unionized, representing 75.2% of the total employees of the Bank and its subsidiaries. As of the same date, all management positions were held by non-unionized employees.

 

Banco de Chile currently has 11 unions that collectively negotiate their bargaining agreements. Two of those unions are associated with our subsidiaries, Banchile Administradora General de Fondos, Banchile Corredores de Bolsa and Socofin. In the case of Banchile Administradora General de Fondos and Banchile Corredores de Bolsa (“Banchile”), there is only one union representing workers of both (“Banchile union”). The remaining nine unions represent the Bank’s employees and five of them negotiate as a single union (Federación de Sindicatos de Banco de Chile).

 

During 2016 we renegotiated existing collective bargaining agreements with the unions of three of our subsidiaries, Socofin and Banchile union. In the case of Socofin, we reached a four-year agreement, which is due to expire in 2020. On December 31, 2016, our former credit pre-evaluation subsidiary (Promarket S.A.) was merged into the Bank. As a result, Promarket’s union was integrated into the Bank. Based on the last collective bargaining agreement signed by Promarket and its union in 2014, a new collective bargaining process between the Bank and the former Promarket union took place in November 2017. Following that negotiation, we reached a three-year agreement that will expire in 2020.

 

In addition, during the first quarter of 2018, we renegotiated the collective bargaining agreement signed with the union associated with former employees of Citibank (before the merger between Citibank and Banco de Chile) and reached a three-year agreement expiring in December 2020. Also, it is worth mentioning that based on formerly signed contracts, during the second quarter of 2018 we renegotiated the collective bargaining agreement with the remaining unions representing the Bank’s employees, including Sindicato BAE and Federación de Sindicatos de Banco de Chile. As of December 2020, both unions represented 33.2% and 5.8% of our employees (on a consolidated basis), respectively.

 

During 2019, we carried out a collective bargaining process with Banchile’s union, reaching a three-year agreement, which is due to expire in 2022.

 

We believe all of these agreements reflect the satisfactory relationships between the Bank and its employees, while reinforcing our commitment to their career development. In this regard, we would like to emphasize our employees’ high level of commitment to the Bank and our customers during the challenging months that followed the social turmoil of October 2019 and after the COVID-19 outbreak in Chile. To reward these efforts, during December 2019 we granted a one-time bonus of Ch$500,000 to part of the staff, and introduced additional benefits to address transport problems due to the significant disruption we observed during the unrest. Additionally, we have taken care of our employees by promoting working remotely from home offices for those collaborators who do not need to stay at our headquarters or branches. In order to do that, we have acquired a significant number of laptops, which have been installed with world-class cybersecurity measures. Also, we have set up our contingency sites with proven health measures in order to avoid overcrowding, while utilizing other locations in order to provide our employees with even more space to carry out their tasks.

 

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In 2020, we renegotiated the collective bargaining agreements with two of the Bank’s unions, particularly with those composed of former employees of Citibank and Promarket. We reached a three-year agreement expiring in November 2023. We believe that these agreements were a significant milestone in the relationship with our unions considering the current, challenging scenario and the uncertain social, economic and political context for the next few years. In addition, in March 2021 we successfully completed collective bargaining processes with Sindicato BAE, Federación de Sindicatos de Banco de Chile and Sindicato Banco de Chile, reaching a three-year agreement. As of December 2020, these three unions represented 54.3% of our employees on a consolidated basis.

 

See “Item 8 – Financial Information – Legal Proceedings – Setting of Minimum Services and Emergency Teams in Case of a Strike,” for information on the setting of the Bank’s minimum services and emergency teams in case of a strike by our labor unions.

 

We have comprehensive personnel training and development programs that include internal courses on operational, technical and commercial matters, as well as participation in external seminars and conferences. In 2020, the total cost of training programs was approximately 0.2% of our consolidated personnel expenses. These expenses were associated with 913 training courses that were attended by 136,298 attendees. In addition, for the year ended December 31, 2020 the Bank granted 137 scholarships to staff members for specialization purposes.

 

We do not maintain any pension or retirement programs for the vast majority of our employees. We do, however, pay certain long-serving key employees a severance payment upon retirement. Although we have provided productivity bonuses to individual employees on a discretionary basis, we do not maintain a formal profit-sharing plan.

 

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SHARE OWNERSHIP

 

Mr. Andronico Luksic and Mr. Jean Paul Luksic, members of our board of directors since March 2002 and April 2013, respectively, together with members of their family, control Quiñenco S.A. (“Quiñenco”). As of April 23, 2021, Quiñenco directly and indirectly owns 50% of LQ Inversiones Financieras S.A. (“LQIF”), which in turns owns directly 46.34% of our outstanding shares and 4.81% through Inversiones LQ-SM Ltda. (“LQ-SM”). Quiñenco also directly holds 0.11% of our total common stock.

 

LQIF and LQ-SM are investment vehicles incorporated under Chilean law through which Quiñenco and Citigroup hold their ownership interests in Banco de Chile. As part of the strategic partnership between Citigroup and Quiñenco, they entered into a framework agreement which was included in our 6-K filed on July 20, 2007. Pursuant to this agreement and following the merger of Citibank Chile into Banco de Chile, Quiñenco and Citigroup became the shareholders of LQIF, the parent corporation of Banco de Chile, among other companies. LQ-SM is an investment vehicle whose major shareholder LQIF owns 99.99% of its shares.

 

As of April 23, 2021, Citigroup is the owner of 50% of LQIF and Quiñenco, directly and indirectly, owns 50% of LQIF.  Regardless of any increase in participation by Citigroup, however, the framework agreement provides that Quiñenco will remain in control of LQIF and the corporations that are directly or indirectly controlled by LQIF. Accordingly, Quiñenco will maintain the power to elect the majority of the directors of LQIF and Banco de Chile.

 

None of our directors or senior management directly owns 1% or more of our outstanding common stock. Further, none of our directors (including Mr. Andronico Luksic and Mr. Jean Paul Luksic) or senior management have different or preferential voting rights with respect to the shares they own.

 

We do not have any arrangements for involving employees in our capital, including any arrangements that involve the issue or grant of options of our shares or securities.

 

In view of the cash dividend approved at our annual shareholders’ meeting held on March 28, 2019, SAOS repaid the Central Bank subordinated debt on April 30, 2019. See “Item 4. Information on the Company—History and Development of the Bank—The 1982-1983 Economic Crisis and the Central Bank Subordinated Debt.” As a consequence of such full payment, Sociedad Matriz del Banco de Chile S.A. (“SM-Chile”) is in the process of being liquidated and its shareholders, LQ Inversiones Financieras S.A. and Inversiones LQ SM Ltda, increased their direct shareholdings in our ordinary shares. Similarly, other shareholders of SM-Chile became our direct shareholders, which significantly increased the public float of our stock. As a result of the repayment SAOS was dissolved.

 

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Item 7Major Shareholders and Related Party Transactions

 

MAJOR SHAREHOLDERS

 

Ownership Structure

 

As described in “Item 4. Information on the Company—History and Development of the Bank—History—The 1982–1983 Economic Crisis and the Central Bank Subordinated Debt,” the Chilean banking system, including us, experienced significant instability during that time that required the Central Bank and the Chilean Government to provide financial assistance to most Chilean private sector banks which resulted, pursuant to Law No. 18,818 enacted in 1989, in the repurchase by us of our portfolio of non-performing loans from the Central Bank and the assumption of the Central Bank’s subordinated debt relating to our non-performing loans.

 

In November 1996, pursuant to Law No. 19,396, our shareholders approved a reorganization by which the former Banco de Chile was converted into a holding company named Sociedad Matriz del Banco de Chile S.A (“SM-Chile”). In turn, SM-Chile organized a new wholly owned banking subsidiary named Banco de Chile, to which the former contributed all of its assets and liabilities, other than the Central Bank subordinated debt. In addition, SM-Chile incorporated Sociedad Administradora de la Obligación Subordinada S.A. (“SAOS”), a wholly-owned subsidiary and special purpose legal vehicle created pursuant Law 19,396, whose only business purpose is to repay indebtedness to the Central Bank. In exchange for assuming the Central Bank debt, SAOS received from SM-Chile a certain portion of our shares as collateral, which as of April 30, 2019 represented 28.31% of our shares. Pursuant to applicable law and the bylaws of both SAOS and SM-Chile, the economic rights of our shares held by SAOS belonged to the Central Bank; however, their voting rights were exercised by the shareholders of SM-Chile at Banco de Chile’s shareholders’ meetings. On April 30, 2019, SAOS fully repaid the Central Bank subordinated debt. As a consequence, SAOS was dissolved. SM-Chile is currently in the process of being liquidated, and SM-Chile’s shareholders became our direct shareholders, which significantly increased our public float.

 

As a result, shares of Banco de Chile owned by SAOS and SM-Chile were distributed as follows:

 

a)the shares of Banco de Chile, owned by SAOS, and the proceeds obtained from the liquidation of any assets owned by SAOS at the time of their liquidation, were distributed among series A, B and D shareholders of SM-Chile pro rata based on the participation of each series in the total amount of series A, B and D shares.

 

b)the shares of Banco de Chile owned by SM–Chile were distributed in the following proportions:

 

Series A shareholders received one Banco de Chile share for each share they have in SM–Chile.
   
Series D shareholders received one Banco de Chile share for each share they have in SM–Chile.
   
Series E shareholders received one Banco de Chile share for each share they have in SM–Chile.
   
The remaining shares of the Banco de Chile were distributed among the Series B shareholders.

 

c)The proceeds of the liquidation of any other asset, after the full payment of any debt of SM-Chile on the date of its dissolution, will be distributed among all the shareholders of SM–Chile, on a pro-rata basis.

 

As a consequence of the distribution of Banco de Chile shares among SM-Chile shareholders, LQ Inversiones Financieras S.A. and Inversiones LQ SM Ltda. increased their direct shareholdings in our ordinary shares from their prior direct shareholdings of 27.18% and 0.29%, respectively, to 46.344% and 4.806% in each case. LQIF and Inversiones LQ-SM Ltda. are vehicles incorporated under Chilean law through which Quiñenco S.A. and Citigroup hold their ownership interests in Banco de Chile. Additionally, Quiñenco S.A. has a direct shareholding of 0.1097% of our total common stock.

 

 C: 

207

 

 

Major Shareholders

 

The following table sets forth certain information regarding the ownership of outstanding shares as of April 23, 2021 for the following:

 

each person or entity who is known by us to own beneficially more than 5% of our outstanding shares and LQIF.

 

our directors and members of our executive management group, as a group.

 

Ownership in Banco de Chile

(As of April 23, 2021)

 

Name  Amount Owned   Percentage 
LQIF and LQ-SM(1)   51,670,277,343    51.15%
Directors and executive officers as a group(2)   6,188,197,442    6.13%

 

 

(1)LQIF and LQ-SM hold 46.34% and 4.81%, respectively, of our shares. In connection with the framework agreement executed between Citigroup, Inc. and Quiñenco S.A. in July 2007 and following the merger of Citibank Chile into Banco de Chile, Citigroup became a shareholder of LQIF. As of April 23, 2021, Citigroup is the owner of 50% of LQIF, and Quiñenco directly and indirectly owns 50% of LQIF. Regardless of any increase in participation by Citigroup, however, the agreement provides that Quiñenco will remain in control of LQIF and the corporations that are directly or indirectly controlled by LQIF. Accordingly, Quiñenco will maintain the right to elect the majority of the directors of LQIF and Banco de Chile. As of December 31, 2020, members of the Luksic family or their affiliates beneficially owned 82.9% of the common shares of Quiñenco S.A. Mr. Andrónico Luksic and Mr. Jean Paul Luksic are members of our board of directors.

 

(2)Percentage reflects direct and indirect share ownership, excluding the share ownership of Mr. Andronico Luksic and Mr. Jean Paul Luksic, members of our board of directors, whose direct and indirect ownership is reflected and discussed under the share ownership of LQIF and LQ-SM above.

 

 C: 

208

 

 

RELATED PARTY TRANSACTIONS

 

In the ordinary course of our business, we engage in a variety of transactions with certain of our affiliates and related parties. Financial information concerning these transactions is set forth in Note 39 to our audited consolidated financial statements as of and for the year ended December 31, 2020, appearing elsewhere in this annual report. In accordance with the Chilean Corporations Law, related party transactions in publicly held corporations and its affiliates are defined as every negotiation, act, contract or operation in which the corporation deals with any of the following persons: (i) one or more persons related to the corporation, in accordance with the Chilean Securities Law No. 18,045; (ii) a director, manager, administrator, main executive or liquidator of the corporation, acting on its own behalf or on behalf of third parties, or their respective husband or wife or any other person to which such director, manager, administrator, main executive or liquidator has a second degree relationship with (either by consanguinity or affinity); (iii) companies or corporations in which the persons mentioned in the previous item are owners, directly or through other juridical or natural persons, of 10% or more of its capital, or directors, managers, administrators or main executives; (iv) those established in the bylaws of the corporation or those identified by the directors committee on a well-founded basis, as the case may be, even in the event of those set out at the final paragraph of article 147; or (v) any person who has acted as a director, manager, administrator, main executive or liquidator of the corporation within 18 months of the relevant transaction.

 

We may only enter into transactions with related parties if (i) the purpose of the transaction is in our best interest, (ii) the transaction reflects prevailing market prices, terms, and conditions and (iii) the transaction complies with the requirements and procedures specified in the Chilean Corporations Law, which requires our board of directors to approve the relevant transaction based upon the criteria mentioned in items (i) and (ii) of this paragraph. In order for our board of directors to approve any such transactions, the related party involved in or negotiating the transaction must give prior notice to our board of directors.

 

A violation of these provisions shall not affect the transaction’s validity, but shall grant us, our shareholders or third parties an indemnification right to claim damages for the benefit of the company. The amount of damages claimed shall be equal to the sum of the benefits improperly obtained by the related party as a result of the relevant transaction. All board resolutions approving such related party transactions must be reported to our shareholders at the following ordinary annual shareholders’ meeting. Violations of this provision may result in administrative or criminal sanctions and civil liability to shareholders or third parties who suffer losses as a result of such violation.

 

The following transactions with related parties may be executed without complying with the requirements previously mentioned, subject to the prior approval of our board of directors: (i) transactions that are not considered material (for this purpose, an act or contract is deemed material if (1) it exceeds 1% of our paid-in capital and reserves and it also exceeds UF 2,000 or (2) it exceeds UF 20,000; and there is a presumption that all contracts celebrated within a period of 12 months constitute one single transaction, irrespective of whether they are executed in one or more separate transactions during such period of time); (ii) transactions that, according to a general policy of customary transactions adopted by the board of directors of the corporation, are considered customary in connection with our corporate purpose; and (iii) transactions among corporations in which we own, directly or indirectly, at least 95% of the stake of the counterparty.

 

In connection with number (ii) above, on December 29, 2009, our board of directors established the following general policy which permits us to carry out certain transactions with related parties without the requirements and procedures set forth in the Chilean Corporations Law. The general policy adopted by our board of directors permits, among other things, transactions in the ordinary course of our business, such as opening current accounts, making deposits, extending loans or credit lines with or without collateral, factoring transactions, the sale and transfer of commercial paper, collections, payments and funds transfers, foreign exchange transactions and issuing letters of credit. This general policy has also been extended to our affiliates. Recent amendments to the Chilean Corporations Law enacted in mid-April 2021 established additional requirements to this general policy, as follows: (i) it must be previously assessed by the Directors/Audit Committee; (ii) it must comply with certain minimum requirements set forth by the CMF; and (iii) it may not authorize entering into agreements involving more than 10% of the assets of the company. In connection with number (ii), such minimum requirements have not yet been issued by the CMF as of the date of this annual report.

 

 C: 

209

 

 

We believe that we have complied with the applicable requirements of the Chilean Corporations Law in all transactions with related parties and affirm that we will continue to comply with such requirements.

 

On July 19, 2007, Quiñenco, Citigroup Inc. and Citibank Overseas Investment Corporation entered into a Master Joint Venture Agreement (the “Framework Agreement”) that set forth the parameters of a partnership between Quiñenco and Citigroup Inc., including the eventual merger of Citibank Chile into us. The Framework Agreement provided that Citigroup Inc. would initially acquire a 32.96% equity interest in LQIF, our controlling shareholder, and would be entitled to increase its stake in LQIF to either 41.4778% or 50% through the exercise of several options. Citigroup Inc. could also be required to increase its stake in LQIF to 50% if Quiñenco exercised a put option under the Framework Agreement. The acquisition by Citigroup Inc. of its initial interest in LQIF occurred, with effect on January 1, 2008, under the terms of the Framework Agreement and the corresponding Merger Agreement between us and Citibank Chile. For purposes of the Merger Agreement, the operations and businesses of Citibank Chile that were effectively contributed to us were deemed to represent 10.497% of the post-merger entity and, together with other assets and businesses contributed by Citigroup Inc. to LQIF, were the basis for the issuance by LQIF of the 32.96% equity interest in LQIF transferred to Citigroup Inc. As consideration for the merger, we issued and conveyed to LQIF (and indirectly, the holders of Citibank Chile shares) 8,443,861,140 no-par value “Banco de Chile-S” series shares (which, as of the date hereof, were converted into ordinary shares, by means of the amendment of the Bank’s bylaws).

 

Under the Framework Agreement, Quiñenco remains as the controlling shareholder of LQIF and therefore of us, while Citigroup Inc. is granted certain governance and other shareholder rights in LQIF. With respect to the governance rights in us, Citigroup Inc. has the right to name two directors to our 11-member board of directors, while Quiñenco would maintain the right to appoint a majority of our board of directors. Citigroup Inc. also has the power to propose the appointment of certain of our executive officers (including our chief financial officer) and at least one representative on our directors/audit committees. Under this agreement, Citigroup Inc. was also granted certain veto rights over certain “fundamental strategic decisions” (as defined in the Framework Agreement), such as the delisting of our ADSs from the New York Stock Exchange or the delisting of our shares from the Santiago Stock Exchange and the Bolsa Electrónica de Chile, entry into new lines of business or large acquisitions, approval of related party transactions and changes to our bylaws or organizational documents. Furthermore, Citigroup Inc. agreed to purchase substantially all of the assets of our North American (i.e., Miami and New York) branches for U.S.$130 million. Because Citigroup beneficially owns 50% of LQIF, it may name up to five of the 11 members of our board of directors (such number to be reduced by the number of directors appointed by minority shareholders, provided that Citigroup Inc. always shall have the right to appoint at least one director), including the vice chairman, pursuant to the terms of the Framework Agreement. However, even in this circumstance, Quiñenco would still be entitled to appoint a majority of our board of directors. The Framework Agreement also sets forth a series of ancillary agreements proposed to be entered into by the parties to the Framework Agreement and some of their affiliates.

 

On December 19, 2008, Quiñenco, Citigroup Inc. and Citibank Overseas Investment Corporation amended the Framework Agreement (the “Amendment”), and through it the Shareholders’ Agreement mentioned below. The Amendment provided that if Citigroup Inc. did not acquire 8.52% of LQIF’s shares (to hold at least a 41.4778% ownership interest in LQIF) as a consequence of the actions and decisions of any relevant authority in the United States, Quiñenco shall have the right to compensation as provided in the Amendment, and Citigroup Inc. shall have the option of acquiring either a 41.4778% or a 50% interest in LQIF. Furthermore, the Amendment provided that if for any reason Citigroup Inc. did not exercise any of the call options mentioned in the previous sentence, Quiñenco or its affiliates, as applicable, shall be entitled to require Citigroup Inc. to sell to them an amount of shares of LQIF such that, after such sale, Quiñenco shall directly or through its affiliates own an 80.1% ownership interest in LQIF. If this had occurred, Citigroup Inc.’s governance and other shareholder rights mentioned in the preceding paragraph should have been those provided in Clause Six of the Shareholders’ Agreement referred to below. Notwithstanding these provisions, on January 29, 2010, Citigroup Inc. exercised a call option to acquire 8.52% of LQIF’s shares and, on March 15, 2010, Citigroup Inc. exercised another call option to acquire an additional 8.52% of LQIF’s shares. Consequently, since April 30, 2010 Citigroup Inc. and Citigroup Overseas Investment Corporation indirectly own 50% of LQIF. As a result, since April 30, 2010, Citigroup Inc. has been granted certain corporate governance rights over us, as described above.

 

 C: 

210

 

 

Effective January 9, 2014, Quiñenco Citigroup Inc. and Citibank Overseas Investment Corporation entered into an amendment to the Framework Agreement, and additionally Quiñenco, Citigroup Chile S.A. and other shareholders of LQIF entered into an amendment to the Shareholders’ Agreement (as defined below) (collectively, the “2014 Amendments”), to, among other things, reduce LQ Inversiones Financieras S.A.’s minimum shareholding in Banco de Chile (direct and indirect) from 58.33% to 51%. Prior to the 2014 Amendments, Citigroup had the right to appoint five of the permanent members of our board of directors, provided that the number of directors Citigroup had the right to appoint was reduced by the number of directors appointed by minority shareholders (subject to a minimum of one permanent director appointed by Citigroup). Pursuant to the 2014 Amendments, Citigroup maintains its right to appoint five of the permanent members of our board of directors, except that in the event our minority shareholders appoint five permanent directors and thus no person proposed by Citigroup can be appointed as a permanent director, then Citigroup shall have the right to appoint two alternate directors.

 

On December 27, 2007, Quiñenco, Citigroup Chile S.A. and the minority shareholders of LQIF entered into a shareholders’ agreement (the “Shareholders’ Agreement”) that formalized the rights of Citigroup Inc. with respect to the governance rights in us as set forth in the Framework Agreement (and as discussed in the preceding paragraph). The Shareholders Agreement became effective on January 1, 2008.

 

On December 27, 2007, we entered into the Global Connectivity Agreement with Citigroup Inc. The Global Connectivity Agreement enables us and our clients to become part of Citigroup’s global network and provides a framework for us and Citigroup Inc. to direct new business to both companies. The agreement sets forth the terms upon which we, Citigroup Inc. and our respective affiliates will develop a relationship with respect to cross-border business and certain related services (such as corporate and investment banking services, international personal banking services and global transactions services, among others). The parties agreed on the following principles with respect to implementing the terms of the agreement: (i) the promotion of global connectivity products among Chilean customers, (ii) the setup of a technology platform, (iii) the training of employees and officers and (iv) the construction of international support networks to carry out the transactions contemplated by the agreement. This agreement was replaced by the new Global Connectivity Agreement dated October 22, 2015, as mentioned below.

 

On December 27, 2007, we entered into a Cooperation Agreement with Citigroup Inc. with the purpose of providing a framework for the integration of Citibank Chile with us following the merger and ensuring a successful relationship between us and Citigroup Inc. In particular, the Cooperation Agreement establishes a communication mechanism between us and Citigroup Inc. to enhance the exchange of ideas and information related to the integration of our business with that of Citibank Chile and provides for certain specific areas of collaboration going forward (such as with respect to our hedging and derivatives strategies). This agreement was replaced by the new Cooperation Agreement dated October 22, 2015, as mentioned below.

 

On December 27, 2007, we also entered into a Trademark License Agreement with Citigroup Inc. in which Citigroup Inc. granted us a non-exclusive paid-up and royalty-free license to use certain of Citigroup Inc.’s trademarks in Chilean territory. In addition, Citigroup Inc. granted us a license to use its domain name solely in connection with marketing and promoting authorized services in Chilean territory. This agreement was replaced by the new Trademark License Agreement dated October 22, 2015 and, later, by the Amended and Restated Trademark License Agreement dated November 29, 2019, as mentioned below.

 

On December 31, 2007, we entered into an Asset Purchase Agreement with Citibank, N.A. (the “Asset Purchase Agreement”), whereby we sold substantially all of the assets and operations of our banking businesses in Miami and New York to Citibank, N.A. and Citibank, N.A. agreed to offer employment to substantially all of the employees in those branches and to assume substantially all of the liabilities related to such assets and operations. In consideration for this sale, we were paid an aggregate purchase price of U.S. $130 million, in addition to the assumption of liabilities. Following the completion of the sale, the Miami and New York branches were placed in voluntary liquidation in January 2008. In March 2008, the banking licenses for both branches were surrendered to the appropriate banking regulator.

 

 C: 

211

 

 

On September 25, 2009, we entered into a Master Services Agreement with Citigroup Inc. This agreement regulates and supplements certain reciprocal services that, before the merger between us and Citibank Chile, had been provided pursuant to the terms of certain service agreements then in effect between Citigroup Inc. (and certain of its affiliates) and Citibank Chile, which were assumed, after the merger, by us as legal successor to Citibank Chile. Furthermore, this agreement seeks to foster global connectivity with respect to the banking and financial services referred to in the Global Connectivity Agreement and in the other agreements executed with Citigroup Inc. mentioned above. This agreement was first replaced by a new Master Service Agreement dated January 26, 2017 and, later, by a Restated Master Service Agreement dated November 29, 2019, as further explained below.

 

On October 22, 2015, we entered into a new Global Connectivity Agreement, a new Cooperation Agreement, and a new Trademark License Agreement with Citigroup Inc., replacing the original agreements mentioned above dated December 27, 2007, which expired on January 1, 2016. As for the new Trademark License Agreement, it was replaced later by the Amended and Restated Trademark License Agreement dated November 29, 2019, for the same term as the Cooperation Agreement stated above.

 

On January 26, 2017, we entered into a new Master Services Agreement with Citigroup Inc. replacing the original agreement dated September 25, 2009, which expired on January 1, 2017. This agreement was retroactively effective on January 1, 2017 and has the same duration of the new Cooperation Agreement as mentioned above. The new Master Services Agreement regulates certain reciprocal services to be provided by the parties and seeks to foster global connectivity with respect to the banking and financial services referred to in the new Global Connectivity Agreement and in the other agreements executed with Citigroup Inc. This agreement was restated and amended on November 29, 2019 for the same term as the Cooperation Agreement stated above.

 

The new Global Connectivity Agreement, the new Cooperation Agreement, the Amended and Restated Trademark License Agreement and the Restated Master Service Agreement mentioned above, each have a duration period of two years, with a next expiration date of January 1, 2022. However, the parties may convene before August 31, 2021 to agree on an extension to these agreements for a period of two years commencing on January 1, 2022 until January 1, 2024. In the event that the parties do not agree to an extension, these agreements will be automatically extended once for a period of one year starting January 1, 2022 until January 1, 2023, the date on which they shall terminate without any formality. If the parties agree to the two-year extension mentioned above, the same renewal procedure may be used by the parties to extend the agreements in the future, as many times as they agree.

 

On December 19, 2016, by means of a public deed signed before the Public Notary Mr. René Benavente Cash, Banco de Chile acquired all of the shares of Promarket S.A. (our subsidiary) held by our subsidiary Banchile Asesoría Financiera S.A. Pursuant to the Chilean Corporations Law Article 103 N° 2, after a period of ten days starting from the date of acquisition, Promarket S.A. was dissolved and Banco de Chile became its legal successor.

 

On December 14, 2018, Banco de Chile and its affiliate Banchile Corredores de Seguros Limitada have entered with Banchile Seguros de Vida S.A. into two agreements, specifically, 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”) both for mortgage loans. The aforementioned agreements were entered into pursuant to Article 40 of DFL 251 of 1931, General Regulation number 330 of the CMF and Order number 3,530 of the SBIF, both dated on March 21, 2012, according to which, the public bid for the Collective Policy for Life Insurances and Total and Permanent Disability 2/3 Insurance Agreement was awarded to Banchile Seguros de Vida S.A., who offered in both cases the lowest rates at 0.0101% per month and 0.0103% per month, respectively, including a 14.00% fee for the insurance broker, Banchile Corredores de Seguros Limitada. Similar agreements were subscribed previously with these affiliates on December 12, 2016. For further information see “Item 7. Major Shareholders and Related Party Transactions” in our annual report on Form 20-F for the year ended December 31, 2019 filed with the SEC on April 29, 2020.

 

 C: 

212

 

 

In addition to the aforementioned regulation set forth in the Chilean Corporations Law, the CMF provides certain rules on related party transactions in Chapter 12-4 of the Recopilación Actualizada de Normas for purpose of regulatory lending limits. To some extent, such regulation differs from the Chilean Corporations Law in the treatment and definition of related party transactions. Further, in accordance with CMF’s Compendio de Normas Contables (“Compendium of Accounting Standards”), a note addressing our transactions with related parties must be included in our audited consolidated financial statements. Such note has to comply with the aforementioned CMF rules on related parties and must be prepared in accordance with Chilean GAAP as issued by the CMF.

 

For more information on our transactions with related parties, see Note 39 to our audited consolidated financial statements as of and for the year ended December 31, 2020, appearing elsewhere in this annual report.

 

Loans to Related Parties

 

As disclosed in Note 39(c) to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report, we incurred an aggregate of Ch$207,328 million in expenses and recorded Ch$69,684 million in income from transactions with related parties in 2020, other than loans.

 

As authorized by the General Banking Act, and within the regulatory lending limits, we hold several outstanding loans owed to us by related parties. All such loans:

 

(i)were made in the ordinary course of business;

 

(ii)were made on terms, including interest rates and collateral, substantially the same as those prevailing at the time for comparable transactions with other persons; and

 

(iii)did not involve more than the normal risk of collectability or present other unfavorable features.

 

We held an aggregate of Ch$369,248 million in loans (before deducting allowances for loan losses) to related parties, including Ch$205,416 million in collateral pledged by related parties, as of December 31, 2020. See Note 39(a) to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report for details concerning on these transactions.

 

 C: 

213

 

 

Item 8Financial Information

 

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

 

Audited Consolidated Financial Statements

 

Please refer to “Item 18. Financial Statements.”

 

Legal Proceedings

 

We and our subsidiaries are subject to claims and are parties to legal proceedings in the normal course of business. A summary of certain current legal proceedings is below.

 

Charges brought under Securities Market Law

 

On October 30, 2014, the SVS (the former capital market regulator before its replacement by the CMF) imposed a fine of UF 50,000 (approximately U.S.$2 million as of December 31, 2014) on Banchile Corredores de Bolsa S.A. (“Banchile Corredores”), based on alleged infringement of Article 53 second paragraph of Law No. 18,045 for a specific transaction of SQM-A’s shares intermediated by Banchile in 2011. In this regard, Article 53 second paragraph of Law No. 18,045 provides that “…no person may engage in transactions or induce or attempt to induce the purchase or sale of securities, whether or not governed by this Act, by means of any misleading or deceptive act, practice, mechanism or artifice…” Banchile filed a claim against that fine with the Santiago Civil Courts requesting to void the fine.

 

On January 16, 2019, Banchile Corredores filed an inapplicability request with the Constitutional Court challenging the enforcement of the then applicable Article 29 of the Decree Law N° 3,538 and requested this court to render such provision as inapplicable in this process, on the grounds that it breaches the Chilean Constitution. On November 14, 2019, the Constitutional Court ruled in favor of Banchile Corredores rendering such provision as inapplicable.

 

On December 2019, the 22nd Santiago Civil Court issued its judgment on Banchile Corredores’ claim, reducing the fine to an amount of UF 7,500, approximately U.S.$275,000, as of December 2019. Both parties in these proceedings – Banchile Corredores and Consejo de Defensa del Estado (Chilean State Defense Board) – challenged this judgment through the procedures of appeal and nullity, both of which are currently pending in the Santiago Court of Appeals.

 

Banchile Corredores de Bolsa’s attorneys in charge of the claim believe that there are solid grounds to obtain a judgment in favor of Banchile Corredores de Bolsa S.A.

 

Setting of Minimum Services and Emergency Teams in Case of a Strike

 

On September 8, 2016, the Chilean Government passed a law reforming the Chilean labor framework, which went into effect on April 1, 2017. Among the changes, such framework establishes a procedure for the applicable labor regulator, after negotiations between a company and its labor unions, to set a company’s minimum services and emergency teams, prior to the commencement of a collective bargaining process.

 

Minimum services refer to those functions of a company which must continue to be provided during a strike because they have been determined to be essential to protect assets and facilities, to prevent accidents, guarantee public utility services, meet the basic needs of the population and prevent environmental damage or harm to health. A company’s emergency teams are made up of the workers assigned by each union to fulfill such minimum services.

 

The revised Chilean labor framework provides that in the event that each union and the company do not reach an agreement, minimum services and emergency teams may be determined through an administrative process.

 

 C: 

214

 

 

The regional labor authority, through Resolution No. 491 dated June 16, 2017, set the minimum services and emergency teams applicable to us, partially accepting our request. We challenged this resolution by appealing to the national labor authority, which in turn responded to our appeal through Resolution No. 823, dated September 20, 2017, partially accepting our claim. Since such resolution was insufficient in addressing our concerns, we filed a claim with the applicable labor court. After several challenges by our legal counsels against the decisions from the labor court, finally, the Santiago Court of Appeals rejected our claim on May 7, 2020. Such decision was uncontested by us since neither precedents nor legal recourse were available for these purposes. Therefore, as of the date of this annual report, this claim is terminated.

 

Dividends

 

General

 

We currently have a single series of common shares and the dividends on our shares are proposed by our board of directors and are approved by our shareholders at the ordinary annual shareholders’ meeting following the year with respect to which the dividends are proposed. Our ordinary annual shareholders’ meeting is required to be held in the first three months of each year. Following shareholder approval, the dividends are declared and paid. Dividends are paid to shareholders of record on the fifth business day preceding the date set for payment of the dividend. The applicable record dates for the payment of dividends to holders of our ADSs are, to the extent practicable, the same. Under the Chilean Corporations Law and regulations issued thereunder, Chilean publicly held corporations are generally required to distribute at least 30% of their consolidated annual earnings as dividends, except to the extent they have accumulated losses. Under the General Banking Act, a Chilean bank may pay dividends upon approval of its shareholders from (i) net earnings of previous fiscal years (i.e., interim dividends are not permitted), (ii) the reserve kept for that purpose or (iii) other funds permitted under Chilean law. In addition, in accordance with the modifications to the General Banking Act introduced in 2019, the amount of the dividends that may be paid by Chilean banks are limited if mandatory additional capital requirements, and/or additional counter-cyclical buffer capital that may be requested by the Central Bank, are not met. For more information on the modifications to the General Banking Act introduced in 2019 and the specific regulations issued by the CMF, see “Item 4. Information on the Company – Regulation and Supervision – Modifications to the General Banking Act.”

 

Until 2019, our dividend distribution was affected to some extent by the rights of SAOS, our affiliate, pursuant to its assumption of the Central Bank indebtedness discussed in “Item 4. Information on the Company—History and Development of the Bank—History—The 1982–1983 Economic Crisis and the Central Bank Subordinated Debt.” Nonetheless, with the full payment of the subordinated debt held by SAOS on April 30, 2019, our dividend distribution no longer depends on this liability.

 

Cash Dividends

 

In March 2018, our shareholders at the ordinary annual shareholders meeting agreed to the distribution and payment of dividend No. 206 in the amount of Ch$3.14655951692 per ordinary share, with a corresponding charge to our 2017 net distributable income.

 

In March 2019, our shareholders at the ordinary annual shareholders meeting agreed to the distribution and payment of dividend No. 207 in the amount of Ch$3.52723589646 per ordinary share, with a corresponding charge to our 2018 net distributable income.

 

In March 2020, our shareholders at the ordinary annual shareholders meeting agreed to the distribution and payment of dividend No. 208 in the amount of Ch$3.47008338564 per ordinary share, with a corresponding charge to our 2019 net distributable income.

 

In March 2021, our shareholders at the ordinary annual shareholders meeting agreed to the distribution and payment of dividend No. 209 in the amount of Ch$ 2.18053623438 per ordinary share, with a corresponding charge to our 2020 net distributable income.

 

 C: 

215

 

 

The following table sets forth the cash dividends declared per common share during the years ended December 2018, 2019 and 2020:

 

   As of and for the Year Ended December 31, 
   2018   2019   2020   2020 
Chile GAAP:  (in Ch$, except percentages)   (in U.S.$) 
Dividend per Common Share(1)–for shares not pledged to the Central Bank    3.15    3.70    3.47    0.005 
Dividend per Common Share(1)–for shares pledged to the Central Bank(2)    5.24    3.11         
Average Dividend per Common Share    3.76    3.53    3.47    0.005 

 

 

(1)Dividends per share are calculated by dividing the amount of the dividend paid during each year by the previous year’s number of shares outstanding.
  

(2)Includes additional payments to the Central Bank by amounts of Ch$61,172 million in 2018. The Central Bank subordinated debt was fully paid in April 30, 2019. For more information, see both “Item 4 Information on the Company History and Development of the Bank The 1982-1983 Economic Crisis and the Central Bank Subordinated Debt” and “Item 7. Major Shareholders and Related Party Transactions–Ownership Structure.”

 

Whether future dividends will be paid will depend upon our earnings, financial condition, capital requirements, governmental regulations and policies and other factors. Accordingly, there can be no assurance that dividends in future years will be paid at a rate similar to dividends paid in past years.

 

On January 28, 2016, our Board of Directors decided to establish a provision for minimum dividends equivalent to 60% of the distributable net income generated each fiscal year, beginning January 2016 and onwards. On March 14, 2019, our Board of Directors resolved to establish a provision for minimum dividends equivalent to 60% of the distributable net income generated during the course of the year. For that purpose, the distributable net income was defined as the amount resulting from the net income for the relevant period minus the inflation effect (or inflation adjustment) on our paid-in capital and reserves, based on the Consumer Price Index variation between the previous month of calculation and the month of November of the previous year. Lastly, on March 12, 2020, our Board of Directors decided it would, for 2020 and onwards, maintain this net income calculation method to distribute as dividends for 2020, while agreeing to provision a 60% over the net income balance so calculated.

 

Stock Dividends

 

At the extraordinary shareholders’ meeting held on March 22, 2018, our shareholders agreed to a stock dividend in connection with the capitalization of 40% of our distributable net income obtained during the fiscal year 2017, through the issuance of fully paid-in shares, of no par value, with a value of Ch$93.73 per share. This stock dividend was distributed to the shareholders at the fixed rate of 0.02238030880 fully paid-in shares per share currently held, subject to the exercise of the options established in Article 31 of Law No. 19,396.

 

During 2019, no stocks dividends, in the form of fully paid-in shares, were distributed to our shareholders.

 

During 2020, no stocks dividends, in the form of fully paid-in shares, were distributed to our shareholders.

 

Capital Increases

 

As mentioned under “—Stock Dividends”, at the extraordinary shareholders’ meeting held on March 22, 2018, our shareholders agreed to a stock dividend in connection with the capitalization of 40% of our distributable net income obtained during the fiscal year 2017, through the issuance of fully paid-in shares, of no par value, with a value of Ch$93.73 per share. This stock dividend was distributed to the shareholders at the fixed rate of 0.02238030880 fully paid-in shares per share currently held, subject to the exercise of the options established under Article 31 of Law No. 19,396. After this capitalization, the Bank’s paid-in capital will amount to Ch$2,418,833,181,067.

 

During 2019, no stocks dividends, in the form of fully paid-in shares, were paid to our shareholders.

 

During 2020, no stocks dividends, in the form of fully paid-in shares, were distributed to our shareholders.

 

ADR Holders

 

Dividends payable to holders of our ADSs are net of conversion expenses of the depositary and are subject to Chilean Withholding Tax currently at the rate of 35%, subject to certain credits. Owners of our ADSs are not charged any fees by us with respect to cash or stock dividends.

 

Pursuant to current Chilean foreign exchange regulations, a shareholder who is not a resident of Chile does not need to be authorized as a foreign investor in order to receive dividends, sale proceeds or other amounts with respect to its shares remitted outside Chile, but the investor must inform the Central Bank about any such transactions and must remit foreign currency through the Formal Exchange Market. See “Item 10. Additional Information—Exchange Controls” for additional information on how ADS holders may remit currency outside Chile.

 

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SIGNIFICANT CHANGES

 

No significant changes in our financial condition have occurred since the date of the most recent audited consolidated financial statements included in this annual report.

 

Item 9The Offer and Listing

 

Nature of Trading Market

 

Shares of our common stock are traded on all Chilean stock exchanges. Our shares have been listed on the Santiago Stock Exchange since 1894 and on the Electronic Stock Exchange since 1989. The Santiago Stock Exchange is the main trading market for our shares.

 

The Chilean securities markets are substantially smaller, less liquid and more volatile than major securities markets in the United States. The Santiago Stock Exchange, which is Chile’s main exchange, had a market capitalization of approximately U.S.$184,186 million as of December 31, 2020. As of the same date, the total annual trading turnover was approximately U.S$40,057 million while the average monthly trading turnover was approximately U.S.$3,338 million. The Santiago Stock Exchange was established in 1893 and is a private company whose equity consists of 48,000,000 shares owned by 58 shareholders as of December 31, 2020. As of the same date, 194 companies by means of 214 series of stocks were listed on the Santiago Stock Exchange.

 

According to information provided by the Santiago Stock Exchange, as of December 30, 2020 (the latest available data), this exchange represented 95.1% of the equity trading in Chile. The remaining amount of equities was traded on the Chilean Electronic Stock Exchange.

 

In addition, as reported by the Santiago Stock Exchange, the ten largest companies in terms of market capitalization represented approximately 45.4% of the Santiago Stock Exchange’s aggregate market capitalization as of December 31, 2020. As of the same date, the ten most traded companies accounted for approximately 64.9% of the Santiago Stock Exchange’s equity trading. During 2020 approximately 32% of the companies listed on the Santiago Stock Exchange had their shares traded on an average of 70% or more of the exchange’s trading days.

 

Our ADSs, each representing 200 shares of common stock, without nominal (par) value, have been listed on the NYSE since January 2, 2002 under the symbol “BCH”. JPMorgan Chase Bank is our depositary for purposes of the ADSs. As of December 31, 2020, a maximum of 4,479,008 ADSs were outstanding (equivalent to 895,801,600 shares of common stock or 0.89% of the total number of issued shares of common stock as of the same date). Since certain of our ADSs are held by brokers or other nominees, the number of record holders in the United States may not be fully indicative of the number of direct beneficial owners in the United States or of where the beneficial owners of such shares are resident.

 

On October 23, 2018 we announced a ratio change to our ADR program from one ADS per 600 of our common shares into one ADS per 200 of our common shares. This modification became effective on November 23, 2018, upon which ADR holders received two additional ADSs for each ADS held as of the record date of November 15, 2018. Additionally, the existing ADRs, continued to be valid as of the effective date and were not exchanged for new ones.

 

In 2002 we listed our shares of common stock on Latibex. Trading of these shares started on October 8, 2002 under the code “XBCH,” grouped in trading units of 600 shares. Effective October 18, 2013, we voluntarily delisted our trading units from Latibex.

 

In addition, on December 20, 2002, we listed our trading units on the London Stock Exchange. Nevertheless, on December 22, 2015 we voluntary delisted our trading units from such exchange.

 

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The table below shows, for the periods indicated, the annual, quarterly and monthly high and low closing prices (in nominal Chilean pesos) of the traded shares of our securities, labeled “Chile” series, on the Santiago Stock Exchange and the Electronic Stock Exchange:

 

   Santiago Stock Exchange   Electronic Stock Exchange 
Period  High   Low   High   Low 
  (Ch$ per share of our common stock)(1)
Annual Price History                
2015     74.6    68.1    74.6    67.3 
2016    79.3    68.6    80.0    68.7 
2017    100.4    76.9    104.0    75.0 
2018    105.3    94.6    105.0    99.0 
2019    105.5    79.0    106.0    79.0 
2020    88.5    57.0    87.6    58.8 
2021 (through April 23)    89.8    73.2    89.8    72.5 
Quarterly Price History                    
2015                    
1st Quarter 2015    73.0    68.9    73.0    68.9 
2nd Quarter 2015    72.0    69.4    72.4    68.8 
3rd Quarter 2015    73.5    69.1    73.7    68.5 
4th Quarter 2015    74.6    68.1    74.6    67.3 
2016                    
1st Quarter 2016    76.3    68.6    76.4    68.7 
2nd Quarter 2016    72.5    69.6    73.6    69.5 
3rd Quarter 2016    75.7    70.1    75.8    70.1 
4th Quarter 2016    79.3    73.7    80.0    73.4 
2017                    
1st Quarter 2017    83.0    76.9    83.0    75.0 
2nd Quarter 2017    87.6    80.1    88.0    79.5 
3rd Quarter 2017    97.6    86.9    97.9    86.1 
4th Quarter 2017    100.4    87.8    104.0    87.5 
2018                    
1st Quarter 2018    105.3    99.0    105.0    99.0 
2nd Quarter 2018    102.0    97.4    101.9    97.5 
3rd Quarter 2018    103.1    96.6    104.0    96.2 
4th Quarter 2018    101.3    94.6    100.9    95.5 
2019                    
1st Quarter 2019    105.5    99.2    106.0    98.8 
2nd Quarter 2019    101.9    96.8    101.9    96.8 
3rd Quarter 2019    105.0    99.0    104.6    99.7 
4th Quarter 2019    103.0    79.0    103.0    79.0 
2020                    
1st Quarter 2020    88.5    57.0    87.6    59.2 
2nd Quarter 2020    78.3    66.5    77.8    66.7 
3rd Quarter 2020    79.0    58.8    79.0    58.8 
4th Quarter 2020    75.0    59.2    76.5    59.4 
2021                    
1st Quarter 2021   89.8    73.2    89.8    72.5 
2nd Quarter 2021 (through April 23)    86.5    82.6    86.2    83.6 
Monthly Price History                    
November 2020    72.0    59.2    73.0    60.0 
December 2020    75.0    70.0    76.5    67.2 
January 2021    80.9    73.2    80.7    72.5 
February 2021    82.9    74.6    81.6    74.6 
March 2021    89.8    80.7    89.8    79.1 
April 2021 (through April 23)    86.5    82.6    86.2    83.6 

 

 

Sources: Santiago Stock Exchange and the Electronic Stock Exchange—Official Quotation Bulletins and Bloomberg.

 

(1)Pesos per share reflect nominal price at trade date.

 

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The table below shows the annual, quarterly and monthly high and low closing prices, as reported by the NYSE and Latibex:

 

   New York Stock Exchange 
Period  High   Low 
   (U.S.$ per ADS)(1) 
Annual Price History        
2015   71.70    57.48 
2016   72.48    56.27 
2017   98.14    69.91 
2018   105.50    27.88 
2019   32.48    19.78 
2020   22.40    13.62 
2021 (through April 23)   24.98    20.12 
Quarterly Price History          
2015          
1st Quarter 2015   70.22    64.30 
2nd Quarter 2015   71.70    64.05 
3rd Quarter 2015   66.78    58.60 
4th Quarter 2015   66.36    57.48 
2016          
1st Quarter 2016   65.35    56.27 
2nd Quarter 2016   65.86    60.20 
3rd Quarter 2016   69.30    63.31 
4th Quarter 2016   72.48    66.32 
2017          
1st Quarter 2017   74.95    69.91 
2nd Quarter 2017   79.04    72.70 
3rd Quarter 2017   92.99    77.89 
4th Quarter 2017   98.14    80.64 
2018          
1st Quarter 2018   105.50    98.75 
2nd Quarter 2018   102.16    92.10 
3rd Quarter 2018   95.00    84.54 
4th Quarter 2018   91.41    27.88 
2019          
1st Quarter 2019   32.48    28.74 
2nd Quarter 2019   30.08    27.76 
3rd Quarter 2019   29.60    27.46 
4th Quarter 2019   28.84    19.78 
2020          
1st Quarter 2020   22.40    13.62 
2nd Quarter 2020   20.52    15.78 
3rd Quarter 2020   19.91    14.91 
4th Quarter 2020   20.82    14.95 
2021          
1st Quarter 2021   24.98    20.12 
2nd Quarter 2021 (through April 23)   24.73    23.30 
Monthly Price History          
November 2020   18.99    15.56 
December 2020   20.82    18.52 
January 2021   22.25    20.12 
February 2021   23.11    20.38 
March 2021   24.98    22.28 
April 2021 (through April 23)   24.73    23.30 

 

 

Source: Bloomberg.

(1)One ADS represents 200 shares of common stock since November 23, 2018. Before that date, one ADS represented 600 shares of common stock.

(2)One Trading Unit represents 600 shares of common stock.

 

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As mentioned earlier, on October 18, 2013, we voluntarily delisted our trading units from the Latibex. Similarly, on December 22, 2015, we voluntary delisted our trading units from the London Stock Exchange.

 

On October 8, 2018, the CMF announced its resolution to revoke the Valparaíso Stock Exchange’s authorization to operate in Chile based on the judgment that the institution did not fully comply with minimum requirements established by law related to the number of brokers.

 

Item 10Additional Information

 

MEMORANDUM AND ARTICLES OF ASSOCIATION

 

Set forth below is a brief summary of the significant provisions of our estatutos (bylaws) and Chilean law. This description contains all material information concerning our shares, but does not purport to be complete and is qualified in its entirety by reference to our estatutos (a copy of which is filed as Exhibit 1.1 to this annual report), the General Banking Act, the Chilean Corporations Law and the Securities Market Law.

 

We are an open stock corporation and are registered with the Chilean Public Registry of Commerce of Santiago under Page 23,859 Number 18,638 of the year 1996, and authorized to operate as a bank by the CMF. The Chilean Corporations Law, the Securities Market Law and the General Banking Act set forth the rules and requirements for establishing, and operating banks in Chile, as well as shareholder rights in a Chilean bank. Additionally, the operation and the shareholder’s rights are also governed by the bank’s estatutos, which effectively serve as both the articles of incorporation and the bylaws of a company incorporated in the United States. Legal provisions in Chile take precedence over any contrary provision set forth in a corporation’s estatutos. Both the Chilean Corporations Law and our estatutos provide that legal actions by shareholders against us (or our officers or directors) to enforce their rights as shareholders or by one shareholder against another in their capacity as such are to be brought in Chile in arbitration proceedings.

 

The Chilean securities markets are principally regulated by the CMF under the Securities Market Law and the Chilean Corporations Law. In the case of banks, compliance with these laws is supervised by the CMF. In accordance with modifications introduced to the General Banking Law in 2019, the CMF assumed all the powers and authorities formerly vested on the Superintendency of Banks and Financial Institutions and replaced it as the Chilean banking regulator. For more information on the timeframe for such replacement and further amendments introduced to the General Banking Act, see “Item 4. Information on the Company—Regulation and Supervision—Modifications to the General Banking Act”.

 

Purpose

 

Our corporate purpose is to undertake all acts, contracts, business and transactions as the General Banking Act allows banking institutions to undertake, without prejudice to expanding or restricting our scope of action consistent with current legal precepts or such as may be established in the future.

 

Capitalization

 

As of April 23, 2021, there are 101,017,081,114 Banco de Chile shares outstanding of our capital stock. All of such shares are fully paid.

 

Our shares are no par value and full voting rights. There are no legal restrictions on the payment of dividends from our net income, except that we may only pay a single dividend per year (i.e., interim dividends are not permitted). Under the Chilean Corporations Law and regulations issued thereunder, Chilean public corporations are generally required to distribute at least 30% of their consolidated annual earnings as dividends, except to the extent they have accumulated losses. Under the General Banking Act, a Chilean bank may pay dividends upon approval of its shareholders from (i) net earnings of previous fiscal years (i.e., interim dividends are not permitted), (ii) the reserve kept for that purpose or (iii) other funds permitted under Chilean law. In addition, in accordance with the modifications to the General Banking Act introduced in 2019, the amount of dividends that may be paid by Chilean banks are limited if mandatory additional capital requirements, and/or additional counter-cyclical buffer capital that may be requested by the Central Bank, are not met. For more information on the timeframe on the modifications to the General Banking Act introduced in 2019 and the specific regulations issued by the CMF, see “Item 4. Information on the Company – Regulation and Supervision – Modifications to the General Banking Act.”

 

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Under Chilean law, the shareholders of a company, acting at an extraordinary shareholders’ meeting, have the power to authorize an increase in the company’s capital. When an investor subscribes for issued shares, the shares are registered in such investor’s name, even if not paid for, and the investor is treated as a shareholder for all purposes, except with regard to receipt of dividends and the return of capital. The investor becomes eligible to receive dividends or the return of capital once it has paid for the shares; if it has paid for only a portion of such shares, it is entitled to reserve a corresponding pro rata portion of the dividends declared with respect to such shares unless the company’s bylaws provide otherwise. If an investor does not pay for shares for which it has subscribed on or prior to the date agreed upon for payment, the company is entitled under Chilean law to auction the shares on a stock exchange and collect the difference, if any, between the subscription price and the auction proceeds. However, until such shares are sold, the subscriber continues to exercise all the rights of a shareholder (except the right to receive dividends or the return of capital). In the case of banks, authorized shares and issued shares that have not been paid for within the period fixed for their payment by the CMF are cancelled and are no longer available for issuance by the company.

 

The Chilean Corporations Law provides that the purchaser of shares of a company implicitly accepts its bylaws and any agreements adopted at shareholders’ meetings.

 

Directors

 

For a description of the provisions of our estatutos relating to our board of directors and our directors/audit committee, see “Item 6. Directors, Senior Management and Employees—Board Practices.”

 

Ownership Restrictions

 

Under the Securities Market Law and the regulations of the CMF, shareholders of open stock corporations are required to report the following to the CMF and the Chilean stock exchanges:

 

any direct or indirect acquisition or sale of shares that results in the holder’s acquiring or disposing of, directly or indirectly, 10% or more of an open stock corporation’s share capital; and

 

any direct or indirect acquisition or sale of shares or options to buy or sell shares, in any amount, if made by a holder of 10% or more of an open stock corporation’s capital or if made by a director, liquidator, main officer, general manager or manager of such corporation.

 

The foregoing requirements also apply to the acquisition or sale of securities or agreements which price or return depends or is conditioned (all or in a significant part) upon changes or movements in the price of such shares. The report shall be made the day following the execution of the transaction.

 

In addition, any person who acquires 10% or more of our shares must include in the report whether the purpose of the acquisition is to acquire control of the company or if the acquisition is just a financial investment. A beneficial owner of ADSs representing 10% or more of our share capital will be subject to these reporting requirements under Chilean law.

 

According to the regulations of the CMF, Chilean banks that issue ADSs are required to inform the CMF if any person, directly or beneficially, acquires ADSs representing 5% or more of the total amount of shares of capital stock issued by such bank.

 

Under the Securities Market Law and the regulations of the CMF, persons or entities intending to acquire control, directly or indirectly, of an open stock corporation, regardless of the acquisition vehicle or procedure, and including acquisitions made through direct subscriptions or private transactions, are also required to inform the public of such intention at least 10 business days before the date on which the transaction is to be completed, but, in any case, as soon as negotiations regarding the change of control begin or as soon as confidential information and documents concerning the target are delivered to the potential acquirer such delivery can occur through a filing with the CMF, the stock exchanges where its securities are traded, companies controlled by and that control the target and through a notice published in two Chilean newspapers, which notice must disclose, among other information, the person or entity purchasing or selling, the price and the material conditions of any negotiations.

 

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Prior to such publication, a written communication to such effect must be sent to the target corporation, to the controlling corporation, to the corporations controlled by the target corporation, to the CMF and to the Chilean stock exchanges. Title XV of the Securities Market Law provides the definition of a controlling power, direct holding and related party.

 

In addition to the foregoing, Article 54A of the Chilean Securities Market Law requires that within two business days of the completion of the transactions pursuant to which a person has acquired control of a publicly traded company, a notice shall be published in the same newspapers in which the notice referred to above was published and notices shall be sent to the same persons mentioned in the preceding paragraphs, as well as posted on their websites, if any.

 

The provisions of the aforementioned articles do not apply when the acquisition is being made through a tender or exchange offer.

 

Title XXV of the Chilean Securities Market Law on tender offers and the regulations of the CMF provide that the following transactions must be carried out through a tender offer:

 

an offer which allows a person to take control of a publicly traded company, unless (i) the shares are being sold by a controlling shareholder of such company at a price in cash which is not substantially higher than the market price and the shares of such company are actively traded on a stock exchange and (ii) those shares are acquired (a) through a capital increase, (b) as a consequence of a merger, (c) by inheritance or (d) through a forced sale;

 

an offer for a controlling percentage of the shares of a listed company if such person intends to take control of the parent company (whether listed or not) of such listed company, to the extent that the listed company represents 75% or more of the consolidated net worth of the parent company; and

 

whenever a controlling shareholder acquires two-thirds of the voting shares of a listed company, such controlling shareholder must offer to purchase the remaining shares from the minority shareholders in a tender offer, unless (i) the controlling shareholder has reached two thirds of the voting shares through a tender offer for all of the shares of the company, or (ii) it reaches such percentage as a result of a reduction of the capital of the company by operation of law.

 

Article 200 of the Chilean Securities Market Law prohibits any shareholder that has taken control of a publicly traded company from acquiring, for a period of 12 months from the date of the transaction in which it gained control of the publicly traded company, a number of shares equal to or greater than 3% of the outstanding issued shares of the target without making a tender offer at a price per share not lower than the price paid at the time of taking control. Should the acquisition from the other shareholders of the company be made on a stock exchange and on a pro rata basis, the controlling shareholder may purchase a higher percentage of shares, if so permitted by the regulations of the stock exchange.

 

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Title XV of the Chilean Securities Market Law sets forth the basis to determine what constitutes a controlling power, a direct holding and a related party. The Chilean Securities Market Law defines control as the power of a person or group of persons acting (either directly or through other entities or persons) pursuant to a joint action agreement to direct the majority of the votes at the shareholders’ meetings of the corporation and to elect the majority of members of its board of directors, or to influence the management of the corporation significantly. Significant influence is deemed to exist in respect of the person or group of persons with an agreement to act jointly that holds, directly or indirectly, at least 25% of the voting share capital, unless:

 

another person or group of persons acting pursuant to joint action agreement, directly or indirectly, controls a stake equal to or greater than the percentage controlled by such person;

 

the person or group does not control, directly or indirectly, more than 40.0% of the voting share capital and the percentage controlled is lower than the sum of the shares held by other shareholders holding more than 5% of the share capital (either directly or pursuant to a joint action agreement); or

 

in cases where the CMF has ruled otherwise, based on the distribution or atomization of the overall shareholding.

 

According to the Chilean Securities Market Law, a joint action agreement is an agreement among two or more parties which, directly or indirectly, own shares in a corporation at the same time and whereby they agree to participate with the same interest in the management of the corporation or in taking control of the same. The law presumes that such an agreement exists between:

 

a principal and its agents;

 

spouses and relatives within certain degrees of kinship;

 

entities within the same business group; and

 

an entity and its controller or any of the members of the controller.

 

Likewise, the CMF may determine that a joint action agreement exists between two or more entities considering, among other things, the number of companies in which they participate and the frequency with which they vote identically in the election of directors, appointment of managers and other resolutions passed at extraordinary shareholders’ meetings.

 

According to Article 96 of the Chilean Securities Market Law, a business group is a group of entities with such ties in their ownership, management or credit liabilities that it may be assumed that the economic and financial action of such members is directed by, or subordinated to, the joint interests of the group, or that there are common credit risks in the credits granted to, or in the acquisition of securities issued by, them. According to the Chilean Securities Market Law, the following entities are part of the same business group:

 

a company and its controller;

 

all the companies with a common controller together with that controller; and

 

all the entities that the CMF declares to be part of the business group due to one or more of the following reasons:

 

a substantial part of the assets of the company is involved in the business group, whether as investments in securities, equity rights, loans or guaranties;

 

the company has a significant level of indebtedness and the business group has a material participation as a lender or guarantor of such indebtedness;

 

the company is a member of a controlling group of any company of those mentioned in the first two bullets above and there are reasons grounded in ties in the ownership, management or credit liabilities to include it in the business group; or

 

the company is controlled by a member of the controller of any of the entities of the business group if the latter is formed by more than one entity and if there is more than one group of controlling entities and there are reasons grounded in ties in the ownership, management or credit liabilities to include it in the business group.

 

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The General Banking Act provides that, as a matter of public policy, no person or company may acquire, directly or indirectly, more than 10% of the shares of a bank without the prior authorization of the CMF, which may not be unreasonably withheld. The prohibition also applies to beneficial owners of ADSs. In the absence of such authorization, any person or group of persons acting in concert would not be permitted to exercise voting rights with respect to the shares or ADSs acquired. In determining whether or not to issue such an authorization, the CMF considers factors given by the General Banking Act..

 

The General Banking Act also requires the prior authorization of the CMF for the following transactions:

 

the merger of two or more banks;

 

the acquisition of all or a substantial portion of a bank’s assets and liabilities by another bank;

 

the control by the same person or controlling group of two or more banks; or

 

a substantial increase in the share ownership by a controlling shareholder of a bank.

 

Such prior authorization may be granted or rejected by the CMF, which is further authorized to set rules or specific requirements in that regard. For further information, see “Item 4. Information on the Company—Regulation and Supervision— Financial Market Commission.”

 

According to the General Banking Act, a bank may not grant loans to related parties on terms more favorable than those generally offered to non-related parties. Article 84 No. 2 of the General Banking Act and the regulations issued by the CMF provides that a natural person will not be considered related to the bank by the mere fact of owning up to 1% of the shares of such bank. Likewise, a legal person will not be considered to be related to the bank by the mere fact of owning directly, indirectly or jointly with other companies with which it forms a unit of economic interest, up to a 1% of the bank’s shares. The foregoing percentages shall be 5% in the case of shareholders, whether natural or legal persons, of a bank whose shares are traded on a stock exchange. Additionally, the General Banking Act imposes certain restrictions on the amounts and terms of loans made by banks to related parties. These provisions would also apply to beneficial owners of ADSs representing more than 1% or 5%, as applicable, of the shares. For further information, see “Item 4. Information on the Company—Regulation and Supervision— Lending Limits.”

 

Article 16 bis of the General Banking Act provides that the individuals or legal entities that, individually or with other people, directly control a bank and who individually own more than 10% of its shares must send to the CMF reliable information on their financial situation in the form and in the opportunity set forth in Resolution No. 3,156 of the CMF.

 

There are no limitations for non-resident or foreign shareholders to hold or exercise voting rights on the securities of a bank.

 

Preemptive Rights and Increases of Share Capital

 

The Chilean Corporations Law provides that whenever a Chilean company issues new shares for cash, it must offer its existing shareholders the right to purchase a number of shares sufficient to maintain their existing ownership percentages in the company. Pursuant to this requirement, preemptive rights in connection with any future issue of shares will be offered by us to the depositary as the registered owner of the shares underlying the ADSs. However, the depositary will not be able to make such preemptive rights available to holders of ADSs unless a registration statement under the Securities Act is effective with respect to the underlying shares or an exemption from the registration requirements thereunder is available.

 

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We intend to evaluate, at the time of any preemptive rights offering, the practicality under Chilean law and Central Bank regulations in effect at the time of making such rights available to our ADS holders, as well as the costs and potential liabilities associated with registration of such rights and the related shares of common stock under the Securities Act, and the indirect benefits to us of thereby enabling the exercise by all or certain holders of ADSs of their preemptive rights and any other factors we consider appropriate at the time, and then to make a decision as to whether to file such registration statement. There can be no assurance that any registration statement would be filed. If we do not file a registration statement and no exemption from the registration requirements under the Securities Act is available, the depositary will sell such holders’ preemptive rights and distribute the proceeds thereof if a premium can be recognized over the cost of such sale. In the event that the depositary is not able, or determines that it is not feasible, to sell such rights at a premium over the cost of any such sale, all or certain holders of ADSs may receive no value for such rights. Non-U.S. holders of ADSs may be able to exercise their preemptive rights regardless of whether a registration statement is filed. The inability of all or certain holders of ADSs to exercise preemptive rights in respect of shares of common stock underlying such ADSs could result in such holders not maintaining their percentage ownership of the common stock following such preemptive rights offering unless such holder made additional market purchases of ADSs or shares of common stock.

 

Under Chilean law, preemptive rights are exercisable or freely transferable by shareholders during a period that cannot be less than 30 days following the grant of such rights. During such period, and for an additional 30-day period thereafter, a Chilean corporation is not permitted to offer any unsubscribed shares for sale to third parties on terms which are more favorable than those offered to its shareholders. At the end of such additional 30-day period, a Chilean open stock corporation is authorized to sell unsubscribed shares to third parties on any terms, provided they are sold on a Chilean stock exchange. Unsubscribed shares that are not sold on a Chilean stock exchange can be sold to third parties only on terms no more favorable for the purchaser than those offered to shareholders.

 

Shareholders’ Meetings and Voting Rights

 

An ordinary annual shareholders’ meeting is held within the first four months of each year. The ordinary annual shareholders’ meeting is the corporate body that approves the annual financial statements, approves all dividends in accordance with the dividend policy determined by our board of directors, elects the members of our board of directors and approves any other matter that does not require an extraordinary shareholders’ meeting. Extraordinary meetings may be called by our board of directors when deemed appropriate, and ordinary or extraordinary meetings must be called by our board of directors when requested by shareholders representing at least 10% of the issued voting shares or by the CMF.

 

Notice to convene the ordinary annual meeting or an extraordinary meeting is given by means of three notices which must be published in a newspaper of our corporate domicile (currently Santiago, Chile) previously determined by our shareholders at the ordinary annual meeting or, in the event an agreement is not reached in the previous ordinary annual meeting or the newspaper ceases to exist or has its distribution suspended for whatever reason, in the Official Gazette in a prescribed manner, and the first notice must be published not less than 15 calendar days nor more than 20 calendar days in advance of the scheduled meeting. Notice must also be given to the CMF, the Santiago Stock Exchange and the Chilean Electronic Stock Exchange. Currently, we publish our official notices in the El Mercurio newspaper of Santiago.

 

In the case of an ordinary annual shareholders’ meeting, shareholders holding a prescribed minimum ownership interest in us must be sent an annual report of our activities that includes audited consolidated financial statements. Shareholders who do not fall into this category but who request it must also be sent a copy of our annual report. In addition to these requirements, we regularly provide, and management currently intends to continue to provide, together with the notice of ordinary annual shareholders’ meeting, a proposal for the final annual dividend.

 

The quorum for a shareholders’ meeting is established by the presence, in person or by proxy, of shareholders representing at least an absolute majority of the issued shares. If a quorum is not present at the first meeting on first call, the meeting can be reconvened (in accordance with the procedures described in the previous paragraphs) and, upon the meeting being reconvened, shareholders present at the reconvened meeting are deemed to constitute a quorum regardless of the percentage of the shares represented.

 

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The shareholders’ meetings pass resolutions by the affirmative vote of an absolute majority of those voting shares present or represented at the meeting. Approval by a two-thirds majority of the issued shares, however, is required at any shareholders’ meeting to approve any of the following actions:

 

a change in corporate form, merger or spin-off;

 

an amendment to our term of existence, if any, or our early dissolution;

 

a change in corporate domicile;

 

a decrease of corporate capital previously approved by the CMF, provided it is not reduced below the minimum legal capital;

 

the approval of capital contributions and appraisal of properties other than cash, in those cases where it is permitted by the General Banking Act;

 

a modification of the powers of shareholders or limitations on the powers of our board of directors;

 

a reduction in the number of members of our board of directors;

 

the transfer of 50% or more of the corporate assets or the implementation or amendment of any business plan that contemplates the transfer of more than 50% of our corporate assets or the transfer of 50% or more of the assets of a subsidiary if such subsidiary represents at least 20% of our total corporate assets, as well as transfer of shares of such subsidiary which would make it lose such status;

 

any non-cash distribution in respect of the shares;

 

a change in the manner of distribution of profits established in our bylaws;

 

the granting of guarantees to secure third-party obligations in excess of 50% of our corporate assets, unless granted to a subsidiary;

 

the repurchase of our shares under the conditions set forth in Articles 27A and 27B of the Chilean Corporations Law;

 

the correction of nullity caused by formal defects of any amendments to our bylaws;

 

approval or confirmation of transactions with related parties, as set forth in Articles 44 and 147 of the Chilean Corporations Law; or

 

certain other matters set forth in our bylaws.

 

Shareholders may accumulate their votes for the election of directors and cast all of their votes in favor of one person.

 

In general, Chilean law does not require a Chilean open stock corporation to provide the level and type of information that U.S. securities laws require a reporting company to provide to its shareholders in connection with a solicitation of proxies. However, shareholders are entitled to examine the books of a company and its subsidiaries within the 15-day period before any ordinary annual shareholders’ meeting.

 

The Chilean Corporations Law provides that a Chilean company’s annual report must include, in addition to the materials provided by the board of directors to shareholders, the comments and proposals made by the directors’ committee, and, whenever shareholders representing 10% or more of the issued voting shares so request, such shareholders’ comments and proposals in relation to the company’s affairs. Similarly, the Chilean Corporations Law provides that whenever the board of directors of an open stock corporation convenes an ordinary annual shareholders’ meeting and solicits proxies for that meeting, or distributes information supporting its decisions or other similar material, it is obligated to include as an annex to its annual report any pertinent comments and proposals that may have been made by the directors’ committee and shareholders owning 10% or more of the company’s voting shares who have requested that such comments and proposals be so included.

 

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Only shareholders registered as such with us on the fifth business day prior to the date of a meeting are entitled to attend and vote their shares. A shareholder may appoint another individual (who need not be a shareholder) as his proxy to attend and vote on his behalf. Every shareholder entitled to attend and vote at a shareholders’ meeting has one vote for every share subscribed, as we do not have special classes of shares with different voting rights.

 

Our shareholders’ meetings held in 2017 were:

 

The ordinary annual shareholders’ meeting held on March 23, 2017, where our shareholders agreed to the distribution and payment of dividend No. 205, in the amount of Ch$2.92173783704 per Banco de Chile common share, with a charge to 2016 net distributable income of Banco de Chile.

 

The extraordinary shareholders’ meeting held on March 23, 2017, where our shareholders agreed to issue a stock dividend in connection with the capitalization of 40% of our distributable net income obtained during the fiscal year 2016 by means of the issuance of fully paid in shares, without par value, with a value of Ch$73.28 per share, which was distributed among the shareholders in the proportion of 0.02658058439 fully paid in shares for each share held, subject to the exercise of the options established in Article 31 of Law No. 19,396.

 

Our shareholders’ meetings held in 2018 were:

 

The ordinary annual shareholders’ meeting held on March 22, 2018, where our shareholders agreed to the distribution and payment of dividend No. 206, in the amount of Ch$3.14655951692 per Banco de Chile common share, with a charge to 2017 net distributable income of Banco de Chile.

 

The extraordinary shareholders’ meeting held on March 22, 2018, where our shareholders agreed to issue a stock dividend in connection with the capitalization of 40% of our distributable net income obtained during the fiscal year 2017 by means of the issuance of fully paid in shares, without par value, with a value of Ch$93.73 per share, which was distributed among the shareholders in the proportion of 0.02238030880 fully paid in shares for each share held, subject to the exercise of the options established in Article 31 of Law No. 19,396.

 

Our shareholders’ meeting held in 2019 were:

 

The ordinary annual shareholders’ meeting held on March 28, 2019, where our shareholders agreed to the distribution and payment of dividend No. 207, in the amount of Ch$3.52723589646 per Banco de Chile common share, with a charge to 2018 net distributable income of Banco de Chile.

 

Our shareholders’ meetings held in 2020 were:

 

The ordinary annual shareholders’ meeting held on March 26, 2020, where our shareholders agreed to the distribution and payment of dividend No. 208, in the amount of Ch$3.47008338564 per Banco de Chile common share, with a charge to 2019 net distributable income of Banco de Chile.

 

As of April 23, 2021, the following shareholders’ meeting had been held:

 

The ordinary annual shareholders’ meeting held on March 25, 2021, where our shareholders agreed to the distribution and payment of dividend No. 210, in the amount of Ch$ 2.18053623438 per Banco de Chile common share, with a charge to 2020 net distributable income of Banco de Chile.

 

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Dividend, Liquidation and Appraisal Rights

 

For a description of the provisions of our estatutos related to our dividends, see “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividends.”

 

Dividends that are declared but not paid by the date set for payment at the time of declaration are adjusted from the date set for payment to the date such dividends are actually paid, and interest is accrued thereon. The right to receive a dividend lapses if it is not claimed within five years from the date the dividend is payable and the funds may be claimed by the Chilean treasury.

 

We may declare a dividend in cash or in shares. When a share dividend is declared above the legal minimum (which minimum must be paid in cash), our shareholders must be given the option to elect to receive cash. A holder of our ADSs may, in the absence of an effective registration statement under the Securities Act or an available exemption from the registration requirement thereunder, effectively be required to receive a dividend in cash. See “Item 10. Additional Information—Memorandum and Articles of Association—Preemptive Rights and Increases of Share Capital.”

 

In the event of our liquidation, the holders of our fully paid shares would participate equally and ratably, in proportion to the number of paid-in shares held by them, in our assets available after payment of all our creditors. The holders of fully paid shares would not be required to contribute additional capital to us in the event of our liquidation.

 

In accordance with the General Banking Act, our shareholders do not have appraisal rights in the event of a business combination or otherwise.

 

Approval of Financial Statements

 

Our board of directors is required to submit our audited consolidated financial statements to the shareholders annually for their approval. The approval or rejection of the audited consolidated financial statements is entirely within our shareholders’ discretion. If our shareholders reject our audited consolidated financial statements, our board of directors must submit new audited consolidated financial statements no later than 60 calendar days from the date of rejection. If our shareholders reject our new audited consolidated financial statements, our entire board of directors is deemed removed from office and a new board of directors shall be elected at the same meeting. Directors who individually approved our audited consolidated financial statements are disqualified from running for re-election for the ensuing period.

 

Registrations and Transfers

 

We act as our own registrar and transfer agent, as is customary among Chilean companies. In the case of jointly owned shares, an attorney-in-fact must be appointed to represent the joint owners in dealings with us.

 

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MATERIAL CONTRACTS

 

See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.”

 

EXCHANGE CONTROLS

 

The Central Bank is responsible for maintaining the stability of the Chilean peso and the normal functioning of internal and external payments. The authority of the Central Bank for these purposes includes regulation of the amount of currency and credit in circulation, the performance of credit transactions and foreign exchange transactions and the issuance of regulatory provisions regarding monetary, credit, financing and foreign exchange matters.

 

Under the Basic Constitutional Act of the Central Bank, Law No. 18,840, foreign exchange transactions can be carried out in Chile by any person, subject to the limitations and restrictions established by the Central Bank. Foreign exchange transactions include buying and selling foreign currency and, in general, any act or agreement that may have the effect of creating, amending, or extinguishing an obligation payable in foreign currency, even if no transfer of funds or drafts to or from Chile is actually involved. Foreign exchange transactions also include transfers of or transactions with respect to gold or instruments representing gold.

 

The Central Bank can impose the following limitations on foreign exchange transactions:

 

The Central Bank can require that the transaction of specified foreign exchange operations, such as foreign investments and foreign credits, be reported to it; and

 

The Central Bank can require that the execution of certain foreign exchange operations, such as money transfers to and from Chile, be made only in the Formal Exchange Market. The Formal Exchange Market consists of banks and other entities authorized by the Central Bank.

 

Also, the Central Bank has the authority to establish certain restrictions on foreign exchange transactions with respect to the Formal Exchange Market. These restrictions may include the following: the obligation to return to Chile in Chilean pesos the value obtained in the export of goods, services, and other payments to foreign persons or entities that have a right of residency in Chile; that a reserve be maintained for credits, deposits and investments in foreign currency from or to a foreign country; and the obligation to obtain approval for payment or remittance of foreign exchange transactions, among others.

 

These restrictions may only be imposed by resolution adopted by the majority of board members of the Central Bank if required for the stability of the currency or the financing of the balance of payments of the country. Additionally, these restrictions may only be imposed for a predetermined period, which, at the most, may extend to a year. The resolution may be subject to veto by the Minister of Finance, in which case the restriction may only be adopted pursuant to a favorable vote of all the board members. The restriction, once the predetermined period has expired, may be renewed subject to the preceding rules.

 

On April 16, 2001, the Central Bank eliminated the prior foreign exchange restrictions, replaced the former Compendium of Foreign Exchange Regulations (“Compendium”) by a new one, and eliminated Chapter XXVI of the old Compendium, which regulated the establishment of an ADR facility by a Chilean company. Notwithstanding such replacement, the special regime of Chapter XXVI continued in force for Banco de Chile’s ADS program until March 7, 2011, when the Central Bank, JPMorgan Chase Bank N.A., as depositary bank, and Banco de Chile executed an agreement that terminated the Convención Cambiaria (“Exchange Convention”). As a consequence of such termination, the special exchange regime established in the Exchange Convention is no longer applicable. Thus, the Deposit Agreement, as amended, and Banco de Chile’s ADS program are subject to the exchange regulations of general applicability of Chapter XIV of the Compendium or such new regulations that may be issued in the future. A copy of the amendment to the deposit agreement, dated February 1, 2011, can be found as an Exhibit to this annual report.

 

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The ADS facility is governed by Chapter XIV of the Compendium on “Regulations applicable to Credits, Deposits, Investments and Capital Contributions from Abroad.” According to Chapter XIV, the establishment of an ADS facility is regarded as an ordinary foreign investment, subject to the above mentioned limitations, and it is not necessary to seek the Central Bank’s prior approval in order to establish an ADS facility. The establishment of an ADS facility only requires that the Central Bank be informed of the transaction, and that the transaction be conducted through the Formal Exchange Market.

 

In Chile, until December 2015, foreign investments could also be made through the Foreign Investment Committee under Decree Law No. 600 of 1974, Foreign Investment Statute, which was an optional mechanism to invest capital in Chile that required, among other items, a foreign investment contract with the State of Chile. However, on September 29, 2014, Law No. 20,780 was published, which repealed Decree 600 effective January 1, 2016. However, this repeal does not apply retroactively. Therefore, foreign investment agreements entered into under Decree Law 600, before its repeal, will continue to be governed by Decree Law 600.

 

Investment in Our Shares and ADSs

 

With regard to exchange controls, investments made in shares of our common stock are subject to the following requirements:

 

any foreign investor acquiring shares of our common stock who brought funds into Chile for that purpose must bring those funds through an entity participating in the Formal Exchange Market;

 

any foreign investor acquiring shares of our common stock to be converted into ADSs or deposited into an ADR facility who brought funds into Chile for that purpose must bring those funds through an entity participating in the Formal Exchange Market;

 

in both cases, the entity of the Formal Exchange Market through which the funds are brought into Chile must report such investment to the Central Bank;

 

all remittances of funds from Chile to the foreign investor upon the sale of the acquired shares of our common stock or from dividends or other distributions made in connection therewith must be made through the Formal Exchange Market;

 

all remittances of funds from Chile to the foreign investor upon the sale of shares underlying ADSs or from dividends or other distributions made in connection therewith must be made through the Formal Exchange Market; and

 

all remittances of funds made to the foreign investor must be reported to the Central Bank by the intervening entity of the Formal Exchange Market.

 

When funds are brought into Chile for a purpose other than to acquire shares to convert them into ADSs or deposit them into an ADR facility and subsequently such funds are used to acquire shares to be converted into ADSs or deposited into an ADR facility, such investment must be reported to the Central Bank by the custodian within ten days following the end of each month within which the custodian is obligated to deliver periodic reports to the Central Bank.

 

When funds to acquire shares of our common stock or to acquire shares to convert them into ADSs or deposit them into an ADR facility are received by us abroad (i.e., outside of Chile), such investment must be reported to the Central Bank directly by the foreign investor or by an entity participating in the Formal Exchange Market within ten days following the end of the month in which the investment was made.

 

All payments in foreign currency in connection with our shares of common stock or ADSs made from Chile through the Formal Exchange Market must be reported to the Central Bank by the entity participating in the transaction. In the event there are payments made outside of Chile, the foreign investor must provide the relevant information to the Central Bank directly or through an entity of the Formal Exchange Market within the first ten calendar days of the month following the date on which the payment was made.

 

There can be no assurance that additional Chilean restrictions applicable to the holders of ADSs, the disposition of shares of our common shares underlying ADSs or the conversion or repatriation of the proceeds from such disposition will not be imposed in the future, nor can we assess the duration or impact of such restrictions if imposed.

 

This summary does not purport to be complete and is qualified by reference to Chapter XIV of the Central Bank Foreign Exchange Regulations, a copy of which is available in Spanish at the Central Bank’s website at www.bcentral.cl.

 

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TAXATION

 

Chilean Tax Considerations

 

The following discussion is based on income tax laws and other applicable regulations and rulings issued by the Chilean Internal Revenue Service (Servicio de Impuestos Internos) that have been enacted in Chile. The discussion summarizes the main Chilean income tax consequences for investments in ADSs or shares of common stock held by individuals without domicile or residence in Chile or legal entities that are neither incorporated under the laws of Chile nor permanently located in Chile. We refer to these investors as “foreign holders” hereafter.

 

For Chilean tax law purposes, under Law No. 21,210 published on February 24, 2020, an individual holder resides in Chile if the individual has resided in Chile for more than 183 days within the last 12 months. On its turn, for Chilean tax law purposes an individual holder is domiciled in Chile if he or she resides in Chile with the real or supposed purpose of staying in the country. Domicile is defined as residence in a place with the intention of staying there. The intention is proved through facts and circumstances. Accordingly, the Chilean Internal Revenue Service has interpreted that an individual without residence in Chile may, nonetheless, be considered as domiciled in Chile since the day of entry into the country if he or she intends to stay in Chile and such intention is evidenced, for example, by circumstances such as the acceptance of a job position in Chile or the relocation of his or her family to the country, among other considerations.

 

From a constitutional perspective, taxes in Chile are governed by the principle of legality, which precludes the creation, suppression, modification, reduction or waiving of taxes, its essential elements, their form of computation, their collection or their form, proportionality or progression by any means other than a law. Chilean tax authorities, however, have the power to interpret tax laws by issuing rulings and regulations of either general or specific application.

 

Chile and the United States have subscribed an income and capital tax treaty for the avoidance of double taxation and the prevention of fiscal evasion, but its effectiveness is contingent upon its ratification by the United States Senate, which is still pending and whose approval date is uncertain.

 

In September 2014, the Chilean Government enacted a law reforming the Chilean tax system. This tax reform (Law No. 20,780) gradually increases the first category tax or corporate tax rate between 2014 and 2018 while establishing two alternative tax regimes from 2017 onwards: (i) the Semi-Integrated Regime and (ii) the Attribution Regime. Nevertheless, following this reform in the Chilean taxation system, in February 2016, a new tax law was enacted (Law No. 20,899), which simplified the previously mentioned reform (Law No. 20,780) by limiting the possibility of choosing between the two alternative tax regimes. According to this new law, publicly-traded companies, like Banco de Chile, will only be subject to a Semi-Integrated Regime. The Chilean IRS has provided instructions regarding these regulations by means of Circular Letter No 49/2016.

 

In August 2018, the Government proposed a new bill to the Chilean Congress seeking to modernize Chilean tax legislation. After almost two years of legislative discussion, Law No. 21,210, which modernizes the local tax system, was passed by the Chilean Congress and enacted by the Chilean Government on February 24, 2020. This law entered into force retroactively on January 1, 2020. The Chilean IRS has provided instructions regarding these regulations by means of Circular Letter No 73/2020. The new law mainly focuses on: (i) entrepreneurship promotion measures by providing SMEs with a special tax regime based on total integration and a statutory tax rate of 25%, as opposed to large companies and corporations whom will continue to be subject to a semi-integrated system while bearing a statutory corporate tax rate of 27%, (ii) initiatives to promote private investment by introducing instantaneous or accelerated depreciation for fixed-assets, reducing the time frame to receive reimbursements of VAT paid on fixed-assets while reducing or eliminating property taxes paid by elderly people, (iii) increasing taxes paid by high-income individuals by means of adding a new tax bracket of 40%, raising taxes on properties that exceed U.S.$500,000 in assessed value, incorporating a regional green tax of 1% levied on investment projects exceeding U.S.$10 million in capital expenditures that were subject to environmental approval, and lowering tax benefits on capital gains obtained in stock markets, (iv) the creation of a Taxpayer Protection & Advisory Agency, which aims to be a counterpoint to the Chilean Internal Revenue Service on taxation matters, and (v) the introduction of a digital approach, which considers both the compulsory use of electronic bill and invoices, aimed at reducing tax evasion, and the imposition of VAT on digital services rendered from foreign countries.

 

This discussion is not intended as tax advice to any particular investor. Such advice would require a complete understanding of an investor’s particular tax situation.

 

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Cash Dividends and Other Distributions

 

Cash dividends distributed by us to foreign holders of our ADSs or shares of common stock are subject to a 35.0% withholding tax, which is withheld, declared and paid to the Chilean Treasury by us (the “Chilean Withholding Tax” hereafter). A tax credit associated with the corporate income tax or the first category tax (the “Corporate Tax” hereafter) actually paid by the company and registered in the Credit Registry may be deducted from the Chilean Withholding Tax levied on cash dividends, up to the amounts registered in the Credit Registry. Finally, distribution of non-taxable income is relieved from Chilean Withholding Tax.

 

For purposes of applying the Chilean Withholding Tax, cash dividends are grossed-up in the amount the Corporate Tax paid by the company, in the proportion corresponding to the ADS holder.

 

All dividends will be attached with a provisional Corporate Tax credit (applying the rate of the first category in effect) that should be confirmed by the company’s taxable income as of December 31st of the year in which the dividend was paid. If such provisional credit is determined to be totally or partially not applicable at the end of the year because retained taxable profits were not enough to cover the distribution, the company will have to pay on behalf of the foreign holders such balance, along with its annual tax return to be filed on April of the following year. Foreign holders shall reimburse the company the excess resulting from the tax difference originated by the provisional credit.

 

Notwithstanding the above, as of January 1, 2017 onwards Banco de Chile has been subject to a semi-integrated system (current general tax regime) by which personal or withholding taxes are only triggered upon distribution of taxable profits to the company’s owners or shareholders, with a tax credit of only 65% of the paid Corporate Tax, unless the owner or shareholder is resident in a country party to a Double Taxation Avoidance Treaty with Chile, in which case a tax credit up to 100% of the corporate tax paid by the company can be used against withholding taxes.

 

However, in order to provide evidence of their tax residence, foreign holders of our ADSs or of our shares of common stock must send to Banco de Chile a certificate of residence issued by their local tax authority.

 

Law No. 21,210 established a legal rule whereby, in the absence of proof to the contrary, the residence of the non-resident shareholders is accredited in the calendar business year by the issuance of a certificate of residence by the tax authority of the respective country of residence. This certificate must be legalized or apostilled and valid at the moment of the distribution of dividends, otherwise the Tax credit will be 65%. In December 2020, the Chilean Internal Revenue Service issued the Exempt Resolution No. 151, which sets the validity of the certificate of residence which will be as defined in the certificate and, in cases where it is not specified in the certificate, it will be valid according to the rules of the country in which it was issued, and in the absence of background information to establish the validity of the certificate, it will be deemed to be valid only until the last day of the issuance year. If the Chilean Internal Revenue Service can validate the certificate with the foreign tax authority by internet or other technological means, it will not be necessary to legalize or apostille the certificate.

 

In our case, we were permitted to deduct dividends paid to SAOS from our taxable base as long as the subordinated debt existed. In accordance with Law No. 19,396, this benefit expired once we earned sufficient net income in order to distribute enough dividends to SAOS to fully repay the Central Bank subordinated debt. SAOS paid off the Central Bank subordinated debt by the end of April 2019, based on dividends distributed by Banco de Chile to its shareholders with a charge to net distributable income for the year ended December 31, 2018. As such, this deduction from our taxable base was applied until 2018. This effect occurs because the installment to be paid by SAOS, with regard to the Central Bank subordinated debt, is determined at the end of the year only to the extent that we have profits. As a consequence, no more such deductions from the taxable base applies for Banco de Chile since the expiration of such benefit.

 

 

 

 

1 In cases where a Double Taxation Avoidance Treaty has only been signed but not yet ratified, Law No. 20.899, enacted on February 8, 2016, established a temporary extension of the use of 100% of corporate tax credit up to 2019. Subsequently, Law No. 21,047 enacted on November 23, 2017 extended the previously mentioned exemption until December 31, 2021. And, finally, Law No. 21,210 further extended this benefit up to 2026, with regard to Double Taxation Treaties signed through January 1, 2020, which is the case with the United States.

 

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Capital Gains

 

Capital gains realized on the sale, exchange or other disposition by a foreign holder of ADSs (or ADRs evidencing ADSs) will not be subject to Chilean taxation, provided that such disposition occurs outside Chile or that it is performed under the rules of Title XXIV of the Chilean Securities Market Law. The deposit and withdrawal of shares of common stock in exchange for ADRs will not be subject to any Chilean taxes.

 

Capital gains recognized on the sale or exchange of shares of common stock (as distinguished from sales or exchanges of ADSs representing such shares of common stock) by a foreign holder will be subject to both Corporate Tax and the Chilean Withholding Tax (Corporate Tax being creditable against the latter) if the seller is a taxpayer who obtains other income effectively taxed as first category. If the transaction does not meet this condition, capital gains will be taxed at the Chilean Withholding Tax of 35.0%, unless the special exemption described in the next paragraph applies.

 

Finally, an exemption regime is available for capital gains produced by the sale of actively traded stocks (under definitions established by the Chilean IRS) provided that the following requirements established by Article N° 107 of the Chilean Income Tax Law are met:

 

a)The seller must have acquired the shares: (i) on a Chilean stock exchange authorized by the CMF; or (ii) pursuant to a regulated tender offer carried out according to Title XXV of the Chilean Securities Market Law; or (iii) at the time of incorporation of the corporation or pursuant to a capital increase; or (iv) pursuant to the exchange of public traded securities convertible in shares (in this case the acquisition cost of the shares corresponds to the exchange price); or (v) in a redemption of securities from mutual funds.

 

In regards to shares acquired in a capital increase process (as mentioned in (iii) above) before the company was publicly listed, only the greatest amount between the portion which exceeds the price of the offering on the stock exchange (closing price on the first day of transactions for the IRS) and the book value on the prior day will be exempted;

 

b)The shares must be sold: (i) on a stock exchange authorized by the CMF; (ii) pursuant to a regulated tender offer; or (iii) in a contribution of securities on mutual funds; and

 

c)The exemption under analysis also applies if the sale or transfer of shares is executed within 90 days following the day on which they were no longer considered as actively traded. In such case, the profits exempted from Chilean taxes will correspond to the average price of said shares within the last 90 days in which they were actively traded. Any profits above the average price will be subject to the general tax regime applicable to the transfer of shares.

 

Regarding ADSs, the acquisition value of the shares of common stock received in exchange for them will represent the tax basis of such shares. The acquisition value is determined by the parties in the relevant deposit agreement, and generally corresponds to the highest price at which they are traded on Chilean stock exchanges on the date when the exchange takes place. Consequently, the conversion of ADSs into shares of common stock and the sale of such shares of common stock for the value established under the deposit agreement will not generate a capital gain subject to taxation in Chile in case the sale of shares is made at the same tax basis as of the time of the conversion.

 

However, as the exchange is generally registered two days after it took place, if the price of the shares goes down, a gain would arise. In order to overcome this situation, on October 1, 1999, the Chilean Internal Revenue Service issued Ruling No. 3,708, allowing Chilean issuers of ADSs to amend the deposit agreements by including a clause stating that when exchanged shares are sold by the ADSs’ holders on a Chilean stock exchange, either on the same day in which the exchange is recorded in the shareholders’ registry of the issuer or within two business days prior to such date, the acquisition price of those exchanged shares will be the price recorded in the invoice issued by the stock broker that participated in the sale. Consequently, if this clause were included in the deposit agreement, the capital gain that may arise if the exchange date was different from the date in which the shares received in exchange for ADSs were sold will not be subject to taxation. Sale of shares at a higher value of the invoice of the broker will be subject to taxes in Chile.

 

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The distribution and exercise of preemptive rights relating to the shares of common stock will not be subject to Chilean taxation. Amounts received in exchange for the shares or assignment of preemptive rights relating to the shares will be subject to both Corporate Tax and Chilean Withholding Tax (the former being creditable against the latter to the extent described above).

 

Stock dividends

 

Stock dividends (distributions of fully paid-in shares) are free of tax at the moment they are received by the shareholder.

 

Until 2019, capital gains obtained on the sale of shares received as stock dividends could be eligible for treatment under the art. 107 regime. Nevertheless, since 2020 capital gains associated with the sale of shares obtained as stock dividends are subject to the general tax regime. Therefore, foreign investors will be subject to Chilean Withholding Tax on capital gains arising as a consequence of the sale of shares received as stock dividends. Law No. 21,210 established that the shares will have no acquisition cost for tax purposes and will not be eligible for sale under Article 107 of the Chilean Income Tax Law, being the total amount of the sale price affected by the general tax regime.

 

Mutual Funds and Investment Funds

 

Law No. 20,712, also known as the “Unitary Funds Act”, regulates all aspects related to mutual funds and investment funds, both public and private (creation, accepted investments, administration, forbidden activities, profit taxation, among others), as well as the activity of administrating third-party funds and individual portfolio management.

 

(1) The main aspects concerning taxation of foreign investments made in mutual and public funds are the following:

 

a)In general, foreign investors are subject to a 10% Sole Tax over dividends and other forms of payment of taxable income originated from the Fund’s investments which would generally be subject to Chilean Withholding Tax, except if they are attributed to non-taxable income or income exempted from Chilean Withholding Tax.

 

b)The rescue of Fund quotas (capital investments) is not subject to Chilean taxes, only to the extent that the fund has been liquidated, only with respect to the capital invested plus its readjustment by inflation.

 

c)The capital gains arising from the sale or redemption of Fund’s quotas for reasons other than the Fund’s termination is subject to a 10% Sole Tax.

 

(2) In the case of Funds that have at least 80% of their investment portfolio invested in certain foreign assets during at least 330 continuous or discontinuous days within the financial year, the foreign investments are taxed according to the following rules:

 

a)Dividends attributed to income proceeding from the Fund’s investments in foreign assets (80% or more) are not subject to taxes in Chile. Dividends attributed to income proceeding from the Fund’s investments in Chilean assets (20% or less) are subject to a 10% Sole Tax, except for those who correspond to non-taxable o exempted income.

 

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b)The capital gains produced by the sale or redemption of fund quotas for reasons other than the Fund’s termination are exempted from Chilean taxes.

 

c)Interests attributed to income proceeding from the Fund’s investments in foreign assets (80% or more) are not subject to taxes in Chile. Interests attributed to income proceeding from the Fund’s investments in certain Chilean assets (20% or less) and other specific kinds of investments are subject to a 4% Sole Tax, except for those who correspond to non-taxable o exempted income. No tax credits available.

 

d)Whatever the percentage of the investment portfolio of the Fund is invested in foreign assets, dividends and interest payments will be subject to the general tax regime (Corporate Tax plus Chilean Withholding Tax with a credit for paid Corporate Tax) if any individual or entity with domicile or residence in Chile holds an interest, or is entitled to benefits, of 5% or more in one of the foreign holders, excluding foreign individuals and institutional investors.

 

This special tax treatment also requires that the internal investment policy of the Fund:

 

(a)be in line with such percentage being invested specific foreign assets during the referred period of time; and

 

(b)mandate that all other income proceeding from the remaining percentage of their portfolio investment (local assets) and not exempted from Chilean Withholding Tax be completely distributed among its participants during that year of their perception or during the 180 day-period following such financial year’s closing.

 

Fixed Income (in force according to the Unitary Funds Act)

 

There are special tax regulations for bonds issued in Chile in a public offering which fulfill specific conditions established in the Chilean Income Tax Law (“104 Bonds”).

 

In February 2017, Law 20,956 came into effect, according to which the Chilean Withholding Tax on interest accrued by Chilean bonds, as a general rule, must be withheld by the issuer.

 

However, if the bond issuance agreement provides so, the Chilean Withholding Tax of 4% shall be withheld by the local custodian that is acting as the local tax agent for the foreign investor.

 

Regarding bonds issued by the Central Bank or by the Chilean Treasury, the withholding tax will always be borne by the issuer.

 

Finally, with regard to bonds whose issuance agreement was executed prior to the effectiveness of Law 20,956, local custodians must withhold the applicable tax unless the issuer adheres to said law by giving notice to the bondholders and to the Chilean Internal Revenue Service.

 

Capital gain produced in the sale of 104 Bonds should be exempted from Chilean taxes regardless of whether they are traded on a Chilean stock exchange in a continuous auction system, or over the counter.

 

The governmental bonds included in a list made by the Treasury Department qualify as 104 Bonds (even if some of the requirements mentioned above are not met) and are suitable for a tax exemption, regardless of its trading system, by virtue of Supreme Decree N° 471 of March 25, 2014.

 

According to the Chilean Income Tax Law, bonds and other debt instruments issued in Chile by Chilean companies are deemed to be located in Chile and therefore, sourced in Chile for income tax purposes.  Therefore, the capital gains arising from their sale is subject to Chilean taxes, even if the seller is a non- resident.  Also, interests arising from debt securities issued through offshore permanent establishments are deemed to be sourced in Chile.

 

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Capital Gains Tax Regime for Foreign Institutional Investors

 

The Unitary Funds Act contains an exemption rule for capital gains obtained by foreign institutional investors in the sale of debt securities and the sale of shares subject to Article 107 of the Chilean Income tax Law.

 

According to this rule, capital gains obtained by foreign institutional investors in the sale of debt securities (public offerings not covered by the regime established in the Article 104 of the Chilean Income Tax Law) are exempted from income tax provided they have been issued prior to May 1, 2014 by companies incorporated in Chile and that the investor meets requirements set by the law.

 

The exemption shall be applicable for securities purchased before the entry in force of Unitary Funds Act (May 1, 2014), provided that the seller complies with the requirements listed in the repealed article 106, even in the case where the transfer of shares has not been made under any of the modalities set out in Article 107 (as described above).

 

Other Chilean Taxes

 

There are no Chilean inheritance, gift or succession taxes applicable to the transfer or disposition of the ADSs by a foreign holder; however, according to the Chilean Internal Revenue Service’s criteria, such taxes will generally apply to the transfer at death or by a gift of shares of common stock by a foreign holder. No Chilean stamp, issue, registration or similar taxes or duties apply to foreign holders of ADSs or shares of common stock.

 

Stamp duties are applied only to documented money credit operations. The tax rate varies depending on the transaction: (i) 0.332% flat fee for operations on demand and (ii) 0.066% per month with a 0.8% cap for operations subject to a maturity date.

 

Other Relevant Aspects

 

Law No. 21,210 mainly focuses on: (i) entrepreneurship promotion measures by providing SMEs with a special tax regime based on total integration and a statutory tax rate of 25%, as opposed to the general tax regime applicable for large companies and corporations, which will continue to be subject to a semi-integrated system with a statutory corporate tax rate of 27%, (ii) initiatives to promote private investment by introducing instantaneous or accelerated depreciation for fixed-assets, reducing the time frame to receive reimbursements of VAT paid on fixed-assets while reducing or eliminating property taxes paid by elderly people, (iii) raising taxes on properties that exceed U.S.$500,000 in assessed value, incorporating a regional green tax of 1% levied on investment projects exceeding U.S.$10 million in capital expenditures that were subject to environmental approval, and lowering tax benefits on capital gains obtained in stock markets, (iv) the creation of a Taxpayer Protection & Advisory Agency, which aims to be a counterpoint to the Chilean Internal Revenue Service on taxation matters, and (v) the introduction of a digital approach, which considers both the compulsory use of electronic bill and invoices, aimed at reducing tax evasion, and the imposition of VAT on digital services rendered from foreign countries.

 

Aside from the changes that have been mentioned previously, the new law increased personal taxes for Chilean residents. In fact, a new tax bracket of 40% was added for higher-income individuals, maintaining a bracket of 35% for the immediately lower segment. This modification became effective on January 1, 2020 and will levied on annual personal income exceeding UTA 310 (approximately U.S.$266,900).

 

Also, starting January 1, 2016, the Stamp Tax rate increased from 0.4% to 0.8%, which mainly affects loans and financing. On April 2, 2020, however, the Chilean Government enacted Law No. 21,225 with the purpose of arranging an Emergency Plan in order to mitigate the effects of COVID-19 on the local economy. This plan is composed of various economic and tax measures to ensure liquidity in the local financial system and financing to SMEs and corporations. One of these measures was a temporary reduction of the Stamp Tax to 0% for all lending operations between April and September 2020.

 

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United States Federal Income Tax Considerations

 

The following discussion is a summary of certain U.S. federal income tax considerations that may be relevant to the acquisition, ownership and disposition of shares of our common stock, as well as the ownership and disposition of ADSs received pursuant to a deposit into the ADR facility of shares of our common stock, by a beneficial owner that is: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust (or otherwise if the trust has a valid election in effect under current U.S. Treasury regulations to be treated as a U.S. person). For purposes of this discussion, we refer to these owners of ADSs or shares of our common stock as “U.S. Holders.” If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds ADSs or shares of our common stock, the tax treatment of a partner generally will depend upon the status of the partner and upon the activities of the partnership. A prospective investor that is a partnership or a partner in a partnership holding ADSs or shares of our common stock should consult its own tax advisors.

 

This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a U.S. Holder’s decision to acquire ADSs or shares of our common stock. In particular, this discussion is directed only to U.S. Holders that will hold ADSs or shares of our common stock as capital assets (generally, property held for investment) and it does not address the Medicare tax on net investment income or any special U.S. federal income tax consequences that may be applicable to U.S. Holders that are subject to special treatment under the Internal Revenue Code of 1986, as amended (“U.S. Code”), such as banks, brokers or dealers in securities or currencies, traders in securities electing the mark-to-market method of accounting, financial institutions, insurance companies, tax-exempt entities, regulated investment companies, real estate investment trusts, partnerships, holders that own or are treated as owning 10% or more of our stock (by vote or by value), persons holding ADSs or shares of our common stock as part of a hedging, conversion or other integrated transaction or a straddle, persons subject to the alternative minimum tax or U.S. Holders whose functional currency is not the U.S. dollar. Prospective investors are advised to satisfy themselves as to the overall U.S. federal, state and local tax consequences of their ownership of ADSs or shares of our common stock by consulting their own tax advisors.

 

Except where specifically described below, this discussion assumes that we are not a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes. Please see the discussion under “—Passive Foreign Investment Companies” below.

 

The statements of U.S. federal income tax laws set out below are based on the laws in force as of the date of this annual report and may be subject to changes in U.S. federal income tax law occurring after that date, including changes that may have retroactive effect.

 

ADRs

 

A U.S. Holder who deposits shares of our common stock into the ADR facility, receiving ADSs in return, will be treated for U.S. federal income tax purposes as the beneficial owner of the underlying shares of our common stock represented by those ADSs and evidenced by ADRs. Deposits and withdrawals of shares of our common stock by U.S. Holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

 

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Taxation of Dividends

 

Subject to the discussion below under “—Passive Foreign Investment Companies,” distributions of cash or property (other than shares of our common stock, if any, distributed pro rata to all of our shareholders, including holders of ADSs) paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) with respect to ADSs or shares of our common stock, including the net amount of the Chilean income tax withheld on the distribution (after taking into account the credit for the first category tax as described in Taxation—Chilean Tax Considerations—Cash Dividends and Other Distributions), will be includible in gross income as ordinary income on the date on which the U.S. Holder receives the distribution, in the case of shares of our common stock, or the date the depositary receives the distribution, in the case of ADSs. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits as determined for U.S. federal income tax purposes, such excess amounts will be treated first as a non-taxable return of capital to the extent of such U.S. Holder’s tax basis in the shares of our common stock and, thereafter, as capital gain. As used below, the term “dividend” means a distribution that constitutes a dividend for U.S. federal income tax purposes. Dividends paid in Chilean pesos generally will be includible in gross income in a U.S. dollar amount calculated by reference to the spot market exchange rate in effect on the date the U.S. Holder receives the dividends, in the case of shares of our common stock, or the date the depositary receives the dividends, in the case of ADSs, regardless of whether the payment is in fact converted into U.S. dollars. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any Chilean pesos received which are converted into U.S. dollars after they are received.

 

Dividends paid to corporate U.S. Holders with respect to ADSs or shares of our common stock will not be eligible for the dividends received deduction allowed to corporations under the U.S. Code. Under current law, dividends received by certain non-corporate U.S. Holders (including individuals) with respect to ADSs will be subject to U.S. federal income tax at preferential rates if the dividends constitute “qualified dividend income” for U.S. federal income tax purposes. Dividends paid on the ADSs will be treated as qualified dividend income if:

 

the ADSs are readily tradable on an established securities market in the United States; and

 

we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a PFIC.

 

The ADSs are listed on the NYSE and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Moreover, as discussed below under “—Passive Foreign Investment Companies,” we believe that we will not be treated as a PFIC for U.S. federal income tax purposes with respect to our 2020 and current taxable year, and based on our current expectations regarding the value and nature of our assets, the sources and nature of our income, relevant market and shareholder data and our current business plans, we do not anticipate becoming a PFIC in the future. However, there can be no assurance in this regard because the PFIC determination is made annually and is based on the portion of our assets (including goodwill) and income that is characterized as passive under the PFIC rules and our continued qualification for an exception to the PFIC rules for certain foreign banks.

 

Based on existing guidance, we do not expect that dividends paid on shares of our common stock will be qualified as dividends because shares of our common stock are not readily tradable on an established securities market in the United States and, although a comprehensive income tax treaty between Chile and the United States has been signed, such treaty is not currently in force.

 

Subject to generally applicable limitations and conditions under the U.S. Code (including a minimum holding period requirement), Chilean income tax withheld from dividends (after taking into account the credit for the first category tax, when it is available) may be treated as a foreign income tax eligible for credit against a U.S. Holder’s U.S. federal income tax liability. If the amount of Chilean income tax initially withheld from a dividend is determined to be in excess of a U.S. Holder’s Chilean tax liability, thereby permitting a U.S. Holder to obtain a refund in respect of such excess tax, such excess tax may not be creditable. Dividends paid on the ADSs or shares of our common stock generally will constitute foreign source income, and for purposes of calculating the foreign tax credit, as “passive category income,” for most U.S. Holders. U.S. Holders are not allowed foreign tax credits for income taxes withheld in respect of certain short-term or hedged positions in securities and may not be allowed foreign tax credits in respect of arrangements in which their expected economic profit is insubstantial. Alternatively, a U.S. Holder may be able to deduct Chilean income taxes paid with respect to dividends on our shares of common stock against its taxable income, assuming such U.S. Holder does not take a credit for any foreign income taxes paid or accrued during the taxable year and certain other conditions are met. U.S. Holders should consult their own advisors concerning the implications of these rules in light of their particular circumstances.

 

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Taxation of Capital Gains or Losses

 

Subject to the discussion below under “—Passive Foreign Investment Companies,” gain or loss realized by a U.S. Holder on the sale, exchange or other taxable disposition of ADSs or shares of our common stock generally will be capital gain or loss and generally will be long-term capital gain or loss if the shares of our common stock have been held for more than one year. The amount of gain or loss realized will be the difference between (i) the amount realized on the sale, exchange or other taxable disposition of ADSs or shares of our common stock over (ii) the U.S. Holder’s adjusted tax basis in such ADSs or shares of our common stock. Long-term capital gain realized by certain U.S. Holders (including individuals) generally is eligible for favorable rates of U.S. federal income tax. The deductibility of capital losses is subject to significant limitations under the U.S. Code.

 

The initial tax basis of shares of our common stock purchased by a U.S. Holder generally will be the U.S. dollar value of the Chilean pesos denominated purchase price determined on the date of purchase. If shares of our common stock are treated as being traded on an “established securities market,” a cash basis U.S. Holder, or, if it elects, an accrual basis U.S. Holder, will determine the U.S. dollar value of the cost of such shares by translating the amount paid at the spot rate of exchange on the settlement date of the purchase. Such an election by an accrual basis U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the U.S. Internal Revenue Service (the “U.S. IRS”). If a U.S. Holder converts U.S. dollars to Chilean pesos and immediately uses the currency to purchase shares of our common stock, such conversion generally will not result in taxable gain or loss to the U.S. Holder.

 

With respect to the sale, exchange or other taxable disposition of shares of our common stock, the amount realized by a U.S. Holder generally will be the U.S. dollar value of the payment received determined on (1) the date of receipt of payment in the case of a cash basis U.S. Holder or (2) the date of disposition in the case of an accrual basis U.S. Holder. If shares of our common stock are treated as being traded on an “established securities market,” a cash basis U.S. Holder, or, if it elects, an accrual basis U.S. Holder, will determine the U.S. dollar value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale.

 

Any gain or loss realized by a U.S. Holder on such a sale, exchange or other taxable disposition of shares of our common stock generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. If Chilean income tax is withheld on such sale, exchange or other taxable disposition (see “Item 10. Additional Information—Taxation—Chilean Tax Considerations—Capital Gains”), a U.S. Holder generally would not be able to utilize foreign tax credits in respect of such Chilean income tax unless the U.S. Holder has other income from foreign sources, for purposes of the foreign tax credit limitation rules. Alternatively, a U.S. Holder may be able to deduct Chilean income taxes paid with respect to a disposition of shares of our common stock against its taxable income, assuming such U.S. Holder does not take a credit for any foreign income taxes paid or accrued during the taxable year and certain other conditions are met. U.S. Holders should consult their own tax advisors regarding the application of the foreign tax credit limitation rules to their investment in, and disposition of, the shares of our common stock.

 

Passive Foreign Investment Companies

 

Special U.S. federal income tax rules apply to U.S. persons owning ADSs or common shares of a PFIC. A foreign corporation generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look through rules with respect to the income and assets of subsidiaries, either:

 

at least 75% of its gross income is “passive income”; or

 

on average at least 50% of the gross value of its assets is attributable to assets that produce passive income or are held for the production of passive income.

 

For this purpose, passive income generally includes, among other things, dividends, interest, rents, royalties, gains from the disposition of passive assets and gains from commodities and securities transactions. In determining whether a foreign corporation is a PFIC, a pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.

 

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Banks generally derive a substantial part of their income from assets that are interest bearing or that otherwise could be considered passive under the PFIC rules. An exception, however, is provided for income derived in the active conduct of a banking business (the “Active Bank Exception”). The application of the Active Bank Exception to banks is unclear under present U.S. federal income tax law. The U.S. IRS has issued a notice and has proposed U.S. Treasury regulations which have different requirements for qualifying as a foreign bank and for determining the banking income that may be excluded from passive income under the Active Bank Exception. Based on our current estimates of our gross income and gross assets, the nature of our business and our interpretation of the proposed U.S. Treasury regulations and notice relating to the Active Bank Exception, we do not expect to be classified as a PFIC for our current taxable year (although the determination cannot be made until the end of such taxable year), and we intend to continue our operations in such a manner that we do not expect to be classified as a PFIC in the foreseeable future. There can be no assurances in this regard, however, because the application of the relevant rules is complex and involves some uncertainty. The PFIC determination is made annually and is based on the portion of our assets (including goodwill) and income that is characterized as passive under the PFIC rules. In addition, the relevant U.S. Treasury regulations addressing the Active Bank Exception may not be finalized in their current form, and our PFIC status may be impacted if and when these U.S. Treasury regulations are finalized. Moreover, our business plans may change, which may affect the PFIC determination in future years.

 

If we are treated as a PFIC for any year, U.S. Holders may be subject to adverse tax consequences upon a sale, exchange or other disposition of ADSs or shares of our common stock, or upon the receipt of certain “excess distributions” (generally distributions in excess of 125% of the average distribution over the shorter of a three-year period or the U.S. Holder’s holding period for shares of our common stock) from us. In this event, unless a U.S. Holder elects to be taxed annually on a mark-to-market basis with respect to ADSs or shares of our common stock, as described below, any gain realized on a sale or other taxable disposition of ADSs or shares of our common stock or excess distributions would be treated as realized ratably over the U.S. Holder’s holding period for such ADSs or shares of our common stock, and amounts allocated to prior years during which we were a PFIC would be taxed at the highest tax rate in effect for each such year. An additional interest charge may apply to the portion of the U.S. federal income tax liability on such gain or distribution treated under the PFIC rules as having been deferred by the U.S. Holder. Amounts allocated to the taxable year in which the sale or excess distribution occurs and to any year before we became a PFIC would be taxed as ordinary income in the taxable year in which the sale or excess distribution occurs. If we were a PFIC, certain subsidiaries and other entities in which we have a direct or indirect interest may also be PFICs (“Lower-tier PFICs”). Under attribution rules, U.S. Holders would be deemed to own their proportionate shares of Lower-tier PFICs and would be subject to U.S. federal income tax according to the rules described above on (i) certain distributions by a Lower-tier PFIC and (ii) a disposition of shares of a Lower-tier PFIC, in each case as if the U.S. Holder held such shares directly, even though such U.S. Holder had not received the proceeds of those distributions or dispositions.

 

If we are treated as a PFIC, the rules described in the foregoing paragraph can be avoided by a U.S. Holder that makes a “mark-to-market” election. A U.S. Holder may make a mark-to-market election for ADSs or shares of our common stock (but not for the shares of any Lower-tier PFIC) if such ADSs or shares of our common stock constitute “marketable stock” as defined in the U.S. Treasury regulations. ADSs and shares of our common stock will be marketable stock if they are regularly traded on a “qualified exchange or other market” within the meaning of the U.S. Treasury regulations. The ADSs are listed on the NYSE and will qualify as regularly traded on an established securities market so long as they are so listed. No assurance can be given, however, that our common stock will be considered regularly traded on an established securities market. In particular, it is unclear whether the Santiago Stock Exchange and the Bolsa Electrónica de Chile would meet the requirements for a “qualified exchange or other market.” A U.S. Holder electing the mark-to-market regime generally would compute gain or loss at the end of each taxable year as if the ADSs or shares of our common stock had been sold at fair market value. Any gain recognized by the U.S. Holder under mark-to-market treatment, or on an actual sale, would be treated as ordinary income, and the U.S. Holder would be allowed an ordinary deduction for any decrease in the value of its ADSs or shares of our common stock as of the end of any taxable year, and for any loss recognized on an actual sale, but only to the extent, in each case, of previously included mark-to-market income not offset by previously deducted decreases in value. Any loss on an actual sale of ADSs or shares of our common stock would be a capital loss to the extent in excess of previously included mark-to-market income not offset by previously deducted decreases in value. A U.S. Holder’s adjusted tax basis in its ADSs or shares of our common stock will be increased by the amount of income inclusion and decreased by the amount of deductions under the mark-to-market rules. U.S. Holders should be aware, however, that if we are determined to be a PFIC, the interest charge regime described above could be applied to indirect distributions or gains deemed to be attributable to U.S. Holders in respect of any of our Lower-tier PFICs, and the mark-to-market election generally would not be effective for such Lower-tier PFICs.

 

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The rules described in the second preceding paragraph can also be avoided by a U.S. Holder that elects to treat us as a “qualified electing fund.” However, this option generally will not be available to U.S. Holders because we do not intend to provide the information necessary for U.S. Holders to make such election.

 

A U.S. Holder that owns ADSs or shares of our common stock during any taxable year that we are treated as a PFIC generally would be required to file U.S. IRS Form 8621. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to ADSs or shares of our common stock, the availability and advisability of making an election to avoid the adverse tax consequences of the PFIC rules should we be considered a PFIC for any taxable year and the application of the reporting requirements on U.S. IRS Form 8621 to their particular situation.

 

Backup Withholding and Information Reporting

 

Dividends paid on, and proceeds from the sale or other disposition of, ADSs or shares of our common stock to a U.S. Holder generally will be subject to the information reporting requirements of the U.S. Code and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that certain required information is timely furnished to the U.S. IRS.

 

In addition, U.S. Holders may be required to comply with certain reporting requirements, including filing a U.S. IRS Form 8938, Statement of Foreign Financial Assets, with respect to the holding of certain foreign financial assets, including stock of foreign issuers, either directly or through certain foreign financial institutions, if the aggregate value of all such assets exceeds U.S.$50,000. U.S. Holders should consult their own tax advisors regarding the application of the information reporting rules to ADSs or shares of our common stock and the application of these reporting requirements to their particular situations.

 

HOLDERS OF ADSs OR SHARES OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE CHILEAN, U.S. FEDERAL INCOME AND OTHER TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF ADSs OR SHARES OF OUR COMMON STOCK, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY NON-U.S., STATE OR LOCAL TAX LAWS.

 

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WHERE TO FIND ADDITIONAL INFORMATION

 

The materials included in this annual report on Form 20-F may be downloaded at the SEC’s website: http://www.sec.gov at http://www.sec.gov. Additional reports and information about us can be downloaded at the SEC’s website.

 

Item 11Quantitative and Qualitative Disclosures About Market Risk

 

For quantitative and qualitative information related to market risk, see Note 42 to our audited consolidated financial statements as of and for the year ended December 31, 2020 appearing elsewhere in this annual report.

 

Item 12Description of Securities Other Than Equity Securities

 

Item 12ADebt Securities

 

Not Applicable.

 

Item 12BWarrants and Rights

 

Not Applicable.

 

Item 12COther Securities

 

Not Applicable.

 

Item 12DAmerican Depositary Shares

 

JPMorgan Chase Bank, N.A. (the “Depositary”) serves as the depositary for our ADSs. ADS holders are required to pay various fees to the Depositary, and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.

 

ADS holders are required to pay the Depositary amounts in respect of expenses incurred by the Depositary or its agents on behalf of ADS holders, including expenses arising from compliance with applicable law, taxes or other governmental charges, facsimile transmission or conversion of foreign currency into U.S. dollars.

 

ADS holders are also required to pay additional fees for certain services provided by the Depositary, as set forth in the table below.

 

Depositary service   Fee payable by ADS holders
(a) Issuance and delivery of ADRs against deposits of shares, including deposits in respect of share distributions, rights and other distributions   Up to U.S.$5.00 per 100 ADSs (or portion thereof)
(b) Distribution of dividends   U.S.$0.02 or less per ADS
(c) Withdrawal of shares underlying ADSs   Up to U.S.$5.00 per 100 ADSs (or portion thereof)
(d) Transfer, combination and split-up of ADRs   U.S.$1.50 per ADS

 

The Depositary may sell (by public or private sale) sufficient securities and property received in respect of share distributions, rights and other distributions prior to the deposit of shares to pay the charges described in (a) and (c) of the table above. In addition, the Depositary may deduct from any distributions on or in respect of deposited securities, or may sell by public or private sale for the account of a holder, any part or all of such deposited securities (after attempting by reasonable means to notify the holder prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of any tax or other governmental charge that may become payable by or on behalf of a custodian or the Depositary with respect to any ADR, any deposited securities represented by ADSs or any distribution thereon.

 

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ADS Split

 

On October 23, 2018 we announced a ratio change to our ADR program from one ADS per 600 of our common shares into one ADS per 200 of our common shares. This modification became effective on November 23, 2018, upon which ADR holders received two additional ADSs for each ADS held as of the record date of November 15, 2018. Additionally, the existing ADRs, as of the effective date continued to be valid and were not exchanged for new ones.

 

Payments by the Depositary

 

The Depositary has agreed to reimburse us for certain reasonable expenses related to the ADS program, subject to a cap agreed between the Depositary and us.  These reimbursable expenses currently include, but are not limited to, legal fees, NYSE listing fees, investor relations servicing, investor related presentations, ADR-related advertising and public relations in those jurisdictions in which the ADRs may be listed or otherwise quoted for trading, and accountants’ fees in relation to our regulatory filings. During the year ended December 31, 2020, we received gross reimbursements from the depositary for an amount of U.S.$76,584.01.

 

Please refer to Exhibits 2.1, 2.2 and 2.3 to this annual report for the remaining information relating to our American Depositary Shares required by Item 12 of Form 20-F.

 

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243

 

 

Part II

 

Item 13Defaults, Dividend Arrearages and Delinquencies

 

None.

 

Item 14Material Modifications to the Rights of Security Holders and Use of Proceeds

 

None.

 

Item 15Controls and Procedures

 

(a) Disclosure Controls and Procedures

 

We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of December 31, 2020.

 

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b) Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The company’s internal control over financial reporting includes those policies and procedures that:

 

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013 framework) in Internal Control-Integrated Framework.

 

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244

 

 

Based on our assessment and those criteria, management believes that the company maintained effective internal control over financial reporting as of December 31, 2020.

 

(c) Report of Independent Registered Public Accounting Firm on Internal Controls

 

Ernst & Young Servicios Profesionales de Auditoría y Asesorías SpA (EY Audit SpA), the independent registered public accounting firm that has audited our financial statements, has issued an attestation report on our internal control over financial reporting as of December 31, 2020. This attestation report appears on page F-3 of our audited consolidated financial statements as of and for the year ended December 31, 2020.

 

(d) Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting during 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 16AAudit Committee Financial Expert

 

Our board of directors has determined that Mr. Alfredo Ergas, a member of our directors/audit committee who satisfies the independence requirements of both Chilean law and Rule 10A-3 under the Exchange Act, qualifies as an “audit committee financial expert” pursuant to the Instruction to paragraph (a) of this Item 16A. Mr. Ergas possesses vast financial experience evidenced by the fact that he was the Regional Chief Financial Officer and Controller at Enersis, Chief Financial Officer at Endesa Chile and Smartcom and Head of the Money Desk at Santiago S.A. Corredores de Bolsa. He is also chairman at Transportadora de Gas del Peru and member of the board of directors at Grupo Costanera S.A., Transelec and Ibest. Further, Mr. Ergas is chairman of the Advisory Committee of the Treasury and Faculty of Business and Economics at Universidad Chile, where he is also a professor of finance. He holds a business administration degree from Universidad de Chile and an MBA from Trium Global Executive, jointly issued by New York University, the London School of Economics and Political Science and the HEC Paris School of Management.

 

Item 16BCode of Ethics

 

In 2008, we adopted a new Code of Ethics, as defined in Item 16B of Form 20-F under the Exchange Act, which we frequently revise and update, and which was last updated in April 2019. The Code of Ethics applies to directors and consultants of our Board, to our chief executive officer, chief financial officer, principal accounting officer and persons performing similar functions, and to all other employees without exception. A current copy of the Code of Ethics, also referred herein as the Code of Professional Ethics, is filed as Exhibit 11.1 to this annual report.

 

The Code of Ethics is available to the general public on our web page at www.bancochile.cl.

 

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Item 16CPrincipal Accountant Fees and Services

 

Audit and Non-Audit Fees

 

The following table sets forth the fees billed to us by our independent auditors, EY Audit SpA, during the fiscal years ended December 31, 2018, 2019 and 2020:

 

   Year ended December 31, 
   2018   2019   2020 
   (in millions of Ch$) 
Audit fees  Ch$756   Ch$817   Ch$772 
Audit-related fees            
Tax fees   42    21    22 
Other fees   129    182     
Total fees  Ch$

927

   Ch$

1,020

   Ch$

794

 

 

“Audit fees” in the above table are the aggregate fees billed by EY Audit SpA in connection with the audit of our annual financial statements. This line item includes: (i) the audit of our statutory accounts, and the audit of the consolidated financial statements required by Item 18 of Form 20-F and limited reviews of financial statements, (ii) reviews and issuances of comfort letters and (iii) other local attestation reports required by local regulators.

 

“Audit-related fees” in the above table are the aggregate fees billed by EY Audit SpA for assurance and related services that are reasonably related to the performance of the audit or review of the Bank’s financial statements and are not reported under “audit fees.” Services such as (i) attestation reports not required by statute or regulations and (ii) merger and acquisition due diligence are included in this line item. During 2018, 2019 and 2020, there were no such services rendered.

 

“Tax fees” in the above table are the aggregate fees billed by EY Audit SpA for permitted tax advisory and tax compliance services.

 

“All Other fees” in the above table are fees incurred in 2018, 2019 and 2020 related to certain consulting services such as: (i) operational risk assessment, (ii) foreign regulations compliance, and (iii) advisory services.

 

Directors/Audit Committee Pre-Approval Policies and Procedures

 

Auditors are pre-approved by our directors/audit committee, whose main duties are disclosed in “Item 6. Directors, Senior Management and Employees—Board Practices.” Furthermore, the selection of external auditors is subject to approval by our shareholders at the ordinary annual shareholders’ meeting. All proposed services carried out by our external auditors as well as corresponding fees related to audit and non-audit services, have been presented to our directors/audit committee, which has determined they are reasonable and consistent with our policies.

 

Item 16DExemptions from the Listing Standards for Audit Committees

 

Mr. Raúl Anaya E. serves on our directors/audit committee in reliance upon the exemption from the independence requirements contained in Rule 10A-3(b)(1)(iv)(D). We do not believe that such reliance would materially adversely affect the ability of the directors/audit committee to act independently and to satisfy the other requirements of Rule 10A-3.

 

Item 16EPurchases of Equity Securities by the Issuer and Affiliated Purchasers

 

We did not make any purchases of our previously issued shares during the fiscal year ended December 31, 2020.

 

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246

 

 

Item 16FChange in Registrant’s Certifying Accountant

 

Not Applicable.

 

Item 16GCorporate Governance

 

Pursuant to Section 303A.11 of the Listed Company Manual of the NYSE, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NYSE listing standards. We are a Chilean bank with shares listed on the Santiago Stock Exchange, the Chilean Electronic Stock Exchange and ADSs listed on the New York Stock Exchange. Our corporate governance practices are governed by our bylaws, the General Banking Act, the Chilean Corporations Law, the Securities Market Law, and the regulations issued by the CMF. Therefore, you may not have the same protections afforded to shareholders of U.S. companies under the NYSE listing standards.

 

The table below discloses the significant differences between our corporate governance practices and the NYSE standards.

 

NYSE Standards   Our Corporate Governance Practice

 

Director Independence. Majority of board of directors must be independent. “Controlled companies,” which would include our company if it were a U.S. issuer, are exempt from this requirement. §303A.01

 

 

Pursuant to the General Banking Act, we are not required to make a determination as to the independence of our directors. However, pursuant to the Chilean Corporations Law, under certain circumstances provided in Article 50b is of such law, we are required to appoint at least one independent director.

    The definition of independence applicable to us pursuant to the Chilean Corporations Law differs in certain aspects from the definition applicable to U.S. issuers under the NYSE rules.
    Under the Chilean Corporations Law, there are several factors that must be observed in order to determine whether a director is deemed to be independent.  These factors are included in Article 50 bis of the Chilean Corporations Law.  In addition, under the regulations of the CMF, members of the directors/audit committee must satisfy international independence criteria set forth by our board of directors.

 

Executive Sessions. Non-management directors must meet regularly in executive sessions without management. Independent directors should meet alone in an executive session at least once a year. §303A.03

 

 

There is no similar requirement under our bylaws or under applicable Chilean law.

 

Audit committee. Audit committee must satisfy the independence and other requirements of Rule 10A-3 under the Exchange Act, and the more stringent requirements under the NYSE standards is required. §§303A.06, 303A.07.

 

 

We are in compliance with Rule 10A-3. The members of our directors/audit committee are not required to satisfy the NYSE independence and other audit committee standards that are not prescribed by Rule 10A-3.

 

Nominating/corporate governance committee. Nominating/corporate governance committee of independent directors is required. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. “Controlled companies,” which would include our company if it were a U.S. issuer, are exempt from these requirements. §303A.04

 

 

We are not required to have, and do not have, a nominating/corporate governance committee.

 

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NYSE Standards

 

Our Corporate Governance Practice

Compensation committee.  Compensation committee of independent directors is required, which must approve executive officer compensation.  The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee.  “Controlled companies,” which would include our company if it were a U.S. issuer, are exempt from this requirement.  §303A.05   We are not required to have a compensation committee.  Pursuant to the Chilean Corporations Law, our directors/audit committee must approve compensation plans.

  

Equity compensation plans. Equity compensation plans require shareholder approval, subject to limited exemptions.

 

  

Equity compensation plans require shareholder approval, subject to limited exemptions.

 

Code of Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers. §303A.10

 

 

We have adopted a code of ethics applicable to all of our executive officers, employees, directors and advisors to our board of directors, a version of which is filed as an exhibit to this Form 20-F. We are required by Item 16B of Form 20-F to disclose any waivers granted to our chief executive officer, chief financial officer, principal accounting officer and persons performing similar functions. Our Code of Ethics sets forth the principles and values that govern personnel conduct as well as other issues such as conflicts of interests, usage of privileged information, internal controls for fraud prevention and labor responsibility, among others.

 

Item 16HMine Safety Disclosure

 

Not applicable.

 

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Part III

 

Item 17Financial Statements

 

Not applicable.

 

Item 18Financial Statements

 

Our audited consolidated financial statements are included in this annual report beginning at page F-1. Our financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

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Consolidated Financial Statements

 

BANCO DE CHILE AND SUBSIDIARIES

 

December 31, 2019 and 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ch$or CLP = Chilean pesos
MCh$ = Millions of Chilean pesos
US$or USD = U.S. dollars
ThUS$ = Thousands of U.S. dollars
JPY = Japanese yen
EUR = Euro
HKD = Hong Kong dollars
CHF = Swiss franc
PEN = Peruvian sol
AUD = Australian dollar
NOK = Norwegian krone
UF or CLF = Unidad de fomento
    (The unidad de fomento is an inflation-indexed, Chilean peso denominated monetary unit set daily in advance on the basis of the previous month’s inflation rate).

 

 C: 

F-1

 

 

Index

 

Reports of Independent Registered Public Accounting Firm   F-3
Consolidated Statements of Financial Position   F-7
Consolidated Statements of Comprehensive Income   F-8
Consolidated Statements of Changes in Equity   F-10
Consolidated Statements of Cash Flows   F-11
1. Company Information   F-12
2. Summary of Significant Accounting Policies   F-12
3. New and Amended Standards and Interpretations   F-39
4. Changes in Accounting Policies, Estimates and Disclosures   F-39
5. Segment Reporting   F-40
6. Cash and Cash Equivalents   F-48
7. Financial Assets Held-for-Trading   F-49
8. Investments under Resale Agreements and Obligations under Repurchase Agreements   F-50
9. Derivative Instruments and Accounting Hedges   F-52
10. Loans and Advances to Banks   F-57
11. Loans to Customers at amortized cost   F-59
12. Financial Assets at Fair Value through Other Comprehensive Income   F-66
13. Investments in Other Companies   F-69
14. Intangible Assets   F-72
15. Property and Equipment and Leased Assets and Lease Liabilities   F-75
16. Investment Properties   F-80
17. Current Taxes and Deferred Taxes   F-80
18. Other Assets   F-83
19. Current Accounts and Other Demand Deposits   F-84
20. Savings Accounts and Time Deposits   F-84
21. Borrowings from Financial Institutions   F-85
22. Debt Issued   F-86
23. Other Financial Obligations   F-89
24. Provisions   F-89
25. Employee Benefits   F-99
26. Other Liabilities   F-101
27. Contingencies and Commitments   F-102
28. Equity   F-105
29. Interest Revenue and Expenses   F-108
30. Income and Expenses from Fees and Commissions   F-109
31. Net Financial Operating Income   F-110
32. Foreign Exchange Transactions, net   F-110
33. Provisions for Expected Credit Losses   F-111
34. Personnel Expenses   F-114
35. Administrative Expenses   F-115
36. Depreciation, Amortization and Impairment   F-116
37. Other Operating Income   F-117
38. Other Operating Expenses   F-118
39. Related Party Transactions   F-118
40. Fair Value of Financial Assets and Liabilities   F-122
41. Maturity of Assets and Liabilities   F-136
42. Risk Management   F-138
43. New Accounting Pronouncements   F-171
44. Subsequent Events   F-172

 

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F-2

 

 

EY Chile
Avda. Presidente
Riesco 5435, piso 4,
Santiago
Tel: +56 (2) 2676 1000
www.eychile.cl

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of Banco de Chile

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statements of financial position of Banco de Chile and subsidiaries (the “Bank”) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Bank as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Bank's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 29, 2021 expressed an unqualified opinion thereon.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on the Bank’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical audit matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

 C: 

F-3

 

 

 

Allowance for loan losses

 

Description of the matter

 

At December 31, 2020, the Bank’s allowance for individual, grouped loan losses and contingent loan risk (ALL) was Ch$ 301,730 million, Ch$ 534,835 million and Ch$ 98,181 million, respectively. As discussed in Note 2 (i) (vii) to the consolidated financial statements, the allowance is calculated using an expected credit loss model (ECL). This allowance represents a probability-weighted amount, which is determined by evaluating a range of possible outcomes and reasonable and supportable information about past events, current conditions and forecasts of future market and economic conditions (Forward looking information – FLI). The allowance is based on the ECL associated with the probability of default in the next twelve months unless there has been a significant increase in credit risk (SICR) since origination or there is objective evidence of impairment. In those cases, the allowance is based on the change in the ECL over the life of the financial instrument.

 

Auditing the allowance for loan losses involves increased complexity and significant auditor judgement, as the process for the assessment of indicators of impairment includes multiple variables, estimates and involves significant judgment, including SICR and FLI. Significant assumptions and judgments with respect to the estimation of the allowance for credit losses includes the determination of significant changes in credit risk (SICR), the forecast of multiple alternative economic scenarios and the probability weighting of those scenarios (FLI) as well as the application of management’s expert credit risk knowledge and judgment. Those assumptions are forward-looking and could be affected by future economic and market conditions.

 

How we addressed the matter in our audit

 

We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Bank’s controls, including those related to information systems used in the determination of the allowance for credit losses. For example, we tested controls over the identification of indicators of impairment, the determination of significant changes in credit risk, and management’s review and approval of models used to calculate the ALL, including the data inputs and outputs of those models. We also tested controls over the risk-rating process, and the governance and oversight controls over the review of the overall ECL.

 

To test the ALL for grouped, individual and contingent loans, our audit procedures included, among others, involving our credit risk modelling specialists to assist in assessing the methodology and assumptions used to estimate ECL; assessing significant changes in credit risk triggers, including the impacts of COVID-19; evaluating management’s forecasting methodology and comparing management’s forward-looking information to publicly available information from independent sources; evaluating the scenario probability weights used in the ECL models; performing independent recalculations and testing the completeness and accuracy of underlying data used in the measurement of the ECL. We also assessed the adequacy of the related financial statements’ disclosures.

 

/s/EY Audit SpA

We have served as the Bank’s auditor since 2002.

 

Santiago, Chile

 

April 29, 2021

 

 C: 

F-4

 

 

EY Chile
Avda. Presidente
Riesco 5435, piso 4,
Santiago
Tel: +56 (2) 2676 1000
www.eychile.cl

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of Banco de Chile

 

Opinion on Internal Control Over Financial Reporting

 

We have audited Banco de Chile and subsidiaries’ internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Banco de Chile and subsidiaries (the “Bank”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Bank as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated April 29, 2021 expressed an unqualified opinion thereon.

 

Basis for Opinion

 

The Bank’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Bank’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

 

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

 C: 

F-5

 

 

 

Definition and Limitations of Internal Control Over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/EY Audit SpA

 

Santiago, Chile

 

April 29, 2021

 

 C: 

F-6

 

 

BANCO DE CHILE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2019 and 2020
(Expressed in millions of Chilean pesos unless otherwise specified)

 

      2019   2020   2020 
   Notes  MCh$   MCh$   ThUS$ 
ASSETS               
Cash and due from banks  6   2,392,166    2,560,216    3,596,314 
Transactions in the course of collection  6   331,420    163,252    229,319 
Financial assets held-for-trading  7   1,872,355    4,666,156    6,554,510 
Investment under resale agreements  8   142,329    76,407    107,328 
Derivative instruments  9   2,786,215    2,618,004    3,677,488 
Loans and advances to banks  10   1,140,081    2,939,198    4,128,667 
Loans to customers at amortized cost  11   29,384,039    30,101,583    42,283,443 
Financial assets at fair value through other comprehensive income  12   1,366,343    1,068,153    1,500,426 
Investments in other companies  13   48,442    42,338    59,472 
Intangible assets  14   91,717    94,111    132,197 
Property and equipment  15   220,262    217,928    306,122 
Leased assets  15   150,665    118,829    166,918 
Investments properties  16   13,190    12,833    18,026 
Current tax assets  17   357    22,949    32,236 
Deferred tax assets, net  17   231,293    292,517    410,896 
Other assets  18   843,000    556,486    781,691 
TOTAL ASSETS      41,013,874    45,550,960    63,985,053 
LIABILITIES                  
Current accounts and other demand deposits  19   11,326,133    15,167,229    21,305,280 
Transactions in the course of payments  6   98,869    882,944    1,240,264 
Obligations under repurchase agreements  8   308,734    288,917    405,839 
Saving accounts and time deposits  20   10,856,618    8,899,541    12,501,111 
Derivative instruments  9   2,818,421    2,841,653    3,991,646 
Borrowings from financial institutions  21   1,563,277    3,669,753    5,154,872 
Debt issued  22   8,813,414    8,593,595    12,071,351 
Other financial obligations  23   156,229    191,713    269,298 
Lease liabilities  15   146,013    115,017    161,563 
Current tax liabilities  17   76,289    311    437 
Provisions  24   203,374    237,620    333,783 
Employee benefits  25   109,075    111,243    156,262 
Other liabilities  26   631,667    554,343    778,681 
TOTAL LIABILITIES      37,108,113    41,553,879    58,370,387 
EQUITY                  
Attributable to equity holders of the parent:                  
Capital      2,418,833    2,418,833    3,397,715 
Reserves      954,470    965,140    1,355,724 
Other comprehensive income      (44,101)   (42,776)   (60,087)
Retained earnings:                  
Retained earnings from previous periods      150,716    393,186    552,305 
Income for the year      603,744    401,629    564,165 
Less:                  
Provisions for minimum dividend      (177,902)   (138,932)   (195,157)
SUBTOTAL EQUITY      3,905,760    3,997,080    5,614,665 
Non-controlling interest      1    1    1 
TOTAL EQUITY  28   3,905,761    3,997,081    5,614,666 
TOTAL LIABILITIES AND EQUITY      41,013,874    45,550,960    63,985,053 

 

The accompanying notes 1 to 44 are an integral part of these consolidated financial statements

 

 C: 

F-7

 

 

BANCO DE CHILE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

As of December 31, 2018, 2019 and 2020
(Expressed in millions of Chilean pesos unless otherwise specified)

 

      2018   2019   2020   2020 
   Notes  MCh$   MCh$   MCh$   ThUS$ 
                    
A. CONSOLIDATED STATEMENT OF INCOME                   
Interest revenue  29   2,000,617    2,113,548    1,876,795    2,636,318 
Interest expense  29   (679,640)   (742,270)   (560,007)   (786,637)
Net interest income      1,320,977    1,371,278    1,316,788    1,849,681 
                        
Income from fees and commissions  30   505,114    589,172    562,146    789,642 
Expense from fees and commissions  30   (145,159)   (131,870)   (116,178)   (163,194)
Net fees and commissions income      359,955    457,302    445,968    626,448 
                        
Net financial operating income  31   117,142    113,437    (11,279)   (15,844)
Foreign exchange transactions, net  32   2,701    30,886    156,662    220,062 
Other operating income  37   45,295    32,315    26,671    37,465 
Total operating revenues      1,846,070    2,005,218    1,934,810    2,717,812 
                        
Provision for Expected Credit losses  33   (249,771)   (331,601)   (547,106)   (768,515)
OPERATING REVENUES, NET OF PROVISIONS FOR LOAN LOSSES      1,596,299    1,673,617    1,387,704    1,949,297 
                        
Personnel expenses  34   (440,630)   (475,599)   (457,176)   (642,191)
Administrative expenses  35   (331,477)   (329,705)   (318,881)   (447,929)
Depreciation and amortization  36   (37,681)   (70,541)   (73,357)   (103,044)
Impairment property and equipment  36   (334)   (2,555)   (1,661)   (2,333)
Other operating expenses  38   (29,586)   (23,850)   (26,677)   (37,474)
TOTAL OPERATING EXPENSES      (839,708)   (902,250)   (877,752)   (1,232,971)
                        
NET OPERATING INCOME      756,591    771,367    509,952    716,326 
                        
Income attributable to associates  13   6,811    6,039    (5,099)   (7,163)
Income before income taxes      763,402    777,406    504,853    709,163 
Income taxes  17   (159,768)   (173,661)   (103,223)   (144,997)
NET INCOME FOR THE YEAR      603,634    603,745    401,630    564,166 
                        
Attributable to:                       
Equity holders of the parent      603,633    603,744    401,629    564,165 
Non-controlling interest      1    1    1    1 
                        
Net income per share from continued operations attributable to equity holders of the parent:  28   Ch$    Ch$    Ch$    US$ 
Basic net income per share      5.98    5.98    3.98    0.01 
Diluted net income per share      5.98    5.98    3.98    0.01 

 

The accompanying notes 1 to 44 are an integral part of these consolidated financial statements

 

 C: 

F-8

 

 

BANCO DE CHILE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

As of December 31, 2018, 2019 and 2020
(Expressed in millions of Chilean pesos unless otherwise specified)

 

      2018   2019   2020   2020 
   Notes  MCh$   MCh$   MCh$   ThUS$ 
B. CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME                   
                    
NET INCOME FOR THE YEAR      603,634    603,745    401,630    564,166 
                        
Other comprehensive income that will be reclassified subsequently to profit or loss                       
                        
Net unrealized gains (losses):                       
Net change in unrealized gains (losses) on financial instruments at fair value through OCI  12   (13,878)   15,969    (8,540)   (11,996)
Gains and losses on derivatives held as cash flow hedges  9   (30,943)   (37,546)   10,358    14,550 
Cumulative translation adjustment                   
Subtotal Other comprehensive income before income taxes      (44,821)   (21,577)   1,818    2,554 
                        
Income tax      12,112    5,810    (493)   (693)
                        
Total other comprehensive income items that will be reclassified subsequently to profit or loss      (32,709)   (15,767)   1,325    1,861 
                        
Other comprehensive income that will not be reclassified subsequently to profit or loss                       
                        
Actuarial gains (losses)      (127)   (247)   (91)   (128)
                        
Subtotal other comprehensive income before income taxes      (127)   (247)   (91)   (128)
                        
Income taxes      35    66    25    35 
                        
Total other comprehensive income items that will not be reclassified subsequently to profit or loss      (92)   (181)   (66)   (93)
                        
Subtotal other comprehensive income      (32,801)   (15,948)   1,259    1,768 
                        
TOTAL CONSOLIDATED COMPREHENSIVE INCOME      570,833    587,797    402,889    565,934 
                        
Attributable to:                       
Equity holders of the parent      570,832    587,796    402,888    565,933 
Non-controlling interest      1    1    1    1 

 

The accompanying notes 1 to 44 are an integral part of these consolidated financial statements

 

 C: 

F-9

 

 

BANCO DE CHILE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

for the years ended December 31, 2018, 2019 and 2020
(Expressed in millions of Chilean pesos unless otherwise specified)

 

         

Reserves

   Other comprehensive income   Retained earnings             
      Paid-in capital   Other reserves   Reserves from earnings   Unrealized gains (losses) on financial assets at FV through OCI   Cumulative translation adjustment   Cash flow hedge adjustment   Retained earnings from previous periods   Income for the year   Provision for minimum dividends   Attributable to equity holders of the parent   Non-controlling interest   Total equity 
   Notes  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$  

MCh$

  

MCh$

 
                                                    
Balances as of January 1, 2018      2,271,401    99,093    710,464    13,770        (9,394)   (1,989)   572,080    (172,804)   3,482,621    1    3,482,622 
Capitalization of retained earnings      147,432                            (147,432)                
Other retention (release) earnings              50,569                    (50,569)                
Dividends distributions and paid  28                               (374,079)   172,804    (201,275)   (1)   (201,276)
Defined benefit plans adjustment          (92)                               (92)       (92)
Valuation adjustment on financial assets at FV through OCI (net)  28               (10,121)                       (10,121)       (10,121)
Cash flow hedge adjustment, net  28                       (22,589)               (22,589)       (22,589)
Income for the year  28                               603,633        603,633    1    603,634 
Provision for minimum dividends  28                                   (178,462)   (178,462)       (178,462)
Balances as of December 31, 2018      2,418,833    99,001    761,033    3,649        (31,983)   (1,989)   603,633    (178,462)   3,673,715    1    3,673,716 
Restated balances as of January 1, 2019      2,418,833    99,001    761,033    3,649        (31,983)   (1,989)   603,633    (178,462)   3,673,715    1    3,673,716 
Retention of earnings  28                           152,705    (152,705)                
Other retention (release) earnings              94,617                    (94,617)                
Defined benefit plans adjustment  28       (181)                               (181)       (181)
Dividends distributions and paid  28                               (356,311)   178,462    (177,849)   (1)   (177,850)
Valuation adjustment on financial assets at FV through OCI (net)  28               11,641                        11,641        11,641 
Cash flow hedge adjustment, net  28                       (27,408)               (27,408)       (27,408)
Income for the year  28                               603,744        603,744    1    603,745 
Provision for minimum dividends  28                                   (177,902)   (177,902)       (177,902)
Balances as of December 31, 2019      2,418,833    98,820    855,650    15,290        (59,391)   150,716    603,744    (177,902)   3,905,760    1    3,905,761 
Restated balances as of January 1, 2020      2,418,833    98,820    855,650    15,290        (59,391)   150,716    603,744    (177,902)   3,905,760    1    3,905,761 
Retention of earnings  28                           242,470    (242,470)                
Other retention (release) earnings              10,736                    (10,736)                
Defined benefit plans adjustment  28       (66)                               (66)       (66)
Dividends distributions and paid  28                               (350,538)   177,902    (172,636)   (1)   (172,637)
Valuation adjustment on financial assets at FV through OCI (net)  28               (6,236)                       (6,236)       (6,236)
Cash flow hedge adjustment, net  28                       7,561                7,561        7,561 
Income for the year  28                               401,629        401,629    1    401, 630 
Provision for minimum dividends  28                                   (138,932)   (138,932)       (138,932)
Balances as of December 31, 2020      2,418,833    98,754    866,386    9,054        (51,830)   393,186    401,629    (138,932)   3,997,080    1    3,997,081 

 

The accompanying notes 1 to 44 are an integral part of these consolidated financial statements

 

 C: 

F-10

 

 

BANCO DE CHILE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2018, 2019 and 2020
(Expressed in millions of Chilean pesos unless otherwise specified)

 

      2018   2019   2020   2020 
   Notes  MCh$   MCh$   MCh$   ThUS$ 
CASH FLOWS FROM OPERATING ACTIVITIES:                   
Net income for the year      603,634    603,745    401,630    564,166 
Items that do not represent cash flows:                       
Depreciation and amortization  36   37,681    70,541    73,357    103,044 
Impairment property and equipment  36   334    2,555    1,661    2,333 
Provision for Expected Credit losses  33   309,861    376,153    520,307    730,871 
Provisions for contingent loan risks  33   2,041    (45)   73,210    102,837 
Fair value adjustment of financial assets held-for-trading      (663)   294    (909)   (1,277)
Provision for deferred income taxes  17   11,435    (58,733)   (58,895)   (82,729)
Income attributable to associates  13   (6,811)   (6,039)   5,099    7,163 
Net gain on sales of assets received in lieu of payment  37   (3,650)   (2,560)   (3)   (4)
Net gain loss on sales of property and equipment      (3,632)   (90)   (30)   (42)
Other charges (credits) to income that do not represent cash flows      (4,990)   9,477    27,110    38,081 
Net changes in exchange rate, interest and fees accrued on assets and liabilities      43,982    146,774    (7,117)   (9,997)
                        
Changes in assets and liabilities that affect operating cash flows:                       
(Increase) decrease in loans and advances to banks, net      (734,330)   354,308    (1,800,134)   (2,528,633)
(Increase) decrease in loans to customers at amortized cost      (2,686,038)   (2,342,112)   (1,140,644)   (1,602,253)
(Increase) decrease in financial assets held-for-trading, net      (121,167)   149,292    (2,793,801)   (3,924,429)
(Increase) decrease in other assets and liabilities      (155,624)   129,119    304,426    427,625 
Increase (decrease) in current accounts and other demand deposits      668,521    1,738,840    3,843,145    5,398,434 
Increase (decrease) in transactions from reverse repurchase agreements      98,570    1,711    (33,488)   (47,040)
Increase (decrease) in saving accounts and time deposits      579,827    184,946    (1,901,014)   (2,670,339)
Proceeds from sale of assets received in lieu of payment      26,274    30,795    13,730    19,286 
Total cash flows from operating activities      (1,334,745)   1,388,971    (2,472,360)   (3,472,903)
                        
CASH FLOWS FROM INVESTING ACTIVITIES:                       
(Increase) decrease in financial assets at fair value through other comprehensive income      464,060    (301,175)   285,558    401,121 
Payments for lease agreements  15       (29,374)   (28,705)   (40,322)
Net changes in leased assets  15       (1,725)   (847)   (1,190)
Purchases of property and equipment  15   (28,065)   (43,512)   (28,471)   (39,993)
Proceeds from sales of property and equipment      3,640    92    401    563 
Purchases of intangible assets  14   (23,512)   (20,928)   (18,631)   (26,171)
Investments in other companies  13       (671)        
Dividends received from investments in other companies  13   411    552    1,001    1,406 
Total cash flows from investing activities      416,534    (396,741)   210,306    295,414 
                        
CASH FLOWS FROM FINANCING ACTIVITIES:                       
Repayment of mortgage financial bonds      (4,388)   (3,268)   (2,382)   (3,346)
Proceeds from bond issuances  22   2,157,587    2,625,176    889,135    1,248,961 
Redemption from bond issuances      (1,436,232)   (1,546,572)   (1,221,026)   (1,715,165)
Dividends paid  28   (374,079)   (356,311)   (350,538)   (492,398)
Increase (decrease) in borrowings from foreign financial institutions      320,635    44,755    (999,925)   (1,404,586)
Increase (decrease) in other financial obligations      (8,753)   42,664    52,683    74,003 
Increase (decrease) in borrowings from Central Bank of Chile      (1)       3,110,600    4,369,434 
Other long-term borrowings      15             
Payment of other long-term borrowings      (9,814)   (4,005)   (16,963)   (23,827)
Total cash flows from financing activities      644,970    802,439    1,461,584    2,053,076 
                        
TOTAL NET POSITIVE (NEGATIVE) CASH FLOWS FOR THE YEAR      (273,241)   1,794,669    (800,470)   (1,124,413)
Net effect of exchange rate changes on cash and cash equivalents      116,121    34,299    (34,366)   (48,274)
Cash and cash equivalents at beginning of year      1,438,398    1,281,278    3,110,246    4,368,937 
Cash and cash equivalents at end of year  6   1,281,278    3,110,246    2,275,410    3,196,250 
Supplemental disclosure of cash flow information:                       
Cash received (paid ) during the year for:                       
Income taxes (paid) received      20,513    (6,514)   (70,686)   (99,292)
Interest received      1,881,766    2,010,563    1,777,086    2,496,258 
Interest paid      (400,686)   (460,115)   (505,557)   (710,152)

  

The accompanying notes 1 to 44 are an integral part of these consolidated financial statements

 

 C: 

F-11

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.Company Information:

 

Banco de Chile, resulting from the merger of Banco Nacional de Chile, Banco Agrícola and Banco de Valparaíso, was formed on October 28, 1893 in the city of Santiago, in the presence of the Notary Eduardo Reyes Lavalle.

 

Banco de Chile (“Banco de Chile” or the “Bank”) is a Corporation organized under the laws of the Republic of Chile, regulated by the Commission for Financial Market (“CMF”). Banco de Chile also complies with the regulations published by the United States Securities and Exchange Commission (“SEC”) from which the Bank is also subject to its supervision since 2001, due to its registration in the New York Stock Exchange (“NYSE”) through its American Depositary Receipt (“ADR”) program.

 

Banco de Chile offers a broad range of banking services to its customers, ranging from individuals to large corporations. Additionally, the Bank offers international as well as treasury banking services. The Bank’s subsidiaries provide other services including securities brokerage, mutual fund management, factoring, insurance brokerage and financial advisory services.

 

Banco de Chile’s legal address is Ahumada 251, Santiago, Chile and its website is www.bancochile.cl.

 

The consolidated financial statements of the Bank for the year ended December 31, 2020 were authorized for issuance in accordance with the directors’ resolution on April 29, 2021.

 

2.Summary of Significant Accounting Policies:

 

(a)Basis of preparation:

 

The Bank’s consolidated financial statements for the years 2018, 2019 and 2020 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

The Bank presents its statement of financial position broadly in order of liquidity. An analysis regarding recovery or settlement is presented in Note No. 41.

 

The consolidated financial statements comprise the consolidated statement of comprehensive income and the consolidated statements of financial position, changes in equity, cash flows and the related notes. The consolidated financial statements have been prepared under the historical cost convention, except for financial assets at fair value through other comprehensive income, financial assets held for trading measured at fair value through profit or loss and derivative contracts, which have been measured at fair value.

 

The consolidated statement of cash flows shows the changes in cash and cash equivalents arising from operating activities, investing activities and financing activities during the period.

 

 C: 

F-12

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(b)Basis of consolidation:

 

The Financial Statements of Banco de Chile as of and for the years ended December 31, 2019 and 2020 have been consolidated with those of its subsidiaries. The financial statements of the Bank’s subsidiaries are prepared for the same reporting year as for Banco de Chile, using consistent accounting policies.

 

(i)Subsidiaries

 

Consolidated Financial Statements as of December 31, 2019 and 2020 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 has power over the investee when it has existing rights that give it the ability to direct the relevant activities of the investee.

 

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 the Bank has control. The Bank considers all factors and relevant circumstances to evaluate if its voting rights are enough to obtain control, which includes:

 

The amount of voting rights that the Bank has, related to the amount of voting rights of the other stakeholders.

 

Potential voting rights maintained by the Bank, other holders of voting rights or other parties.

 

Rights that emanated from other contractual arrangements.

 

Any additional circumstance that indicate that the Bank has or does not have the ability to manage the relevant activities when decisions need to be made, including voting behavior patterns in previous shareholders meetings.

 

The Financial Statements of the subsidiaries are included in the consolidated Financial Statements from the date control is obtained until the loss of such control. The Financial Statements have been prepared using uniform accounting policies for similar transactions and other events under equivalent circumstances.

 

The following table details the entities in which the Bank, directly or indirectly – owns a controlling interest and that are therefore consolidated in these financial statements:

 

         Functional  Interest Owned 
RUT  Subsidiaries  Country  Currency  Direct   Indirect   Total 
            2019   2020   2019   2020   2019   2020 
            %   %   %   %   %   % 
96,767,630-6  Banchile Administradora General de Fondos S.A.  Chile  Ch$   99.98    99.98    0.02    0.02    100.00    100.00 
96,543,250-7  Banchile Asesoría Financiera S.A.  Chile  Ch$   99.96    99.96            99.96    99.96 
77,191,070-K  Banchile Corredores de Seguros Ltda.  Chile  Ch$   99.83    99.83    0.17    0.17    100.00    100.00 
96,571,220-8  Banchile Corredores de Bolsa S.A.  Chile  Ch$   99.70    99.70    0.30    0.30    100.00    100.00 
96,932,010-K  Banchile Securitizadora S.A. (*)  Chile  Ch$   99.01    99.01    0.99    0.99    100.00    100.00 
96,645,790-2  Socofin S.A.  Chile  Ch$   99.00    99.00    1.00    1.00    100.00    100.00 

 

(*)See Note No. 44.

 

Intercompany transactions and balances between the Bank and its subsidiaries and among its subsidiaries have been eliminated for consolidation purposes. Any non-controlling interest is recognized as a separate item within the Bank’s consolidated equity.

 

 C: 

F-13

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(b)Basis of consolidation, continued:

 

(ii)Investment in Associates and Joint Ventures

 

Associates

 

An associate is an entity over which the Bank has significant influence on its operating and financial management policy decisions, without having control over the associate. Significant influence is generally presumed when the Bank holds between 20% and 50% of the voting rights. Other factors considered 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 despite the Bank holding a participation of less than 20% of the entity’s voting rights.

 

According to the equity method, the Bank’s investments in an associate are initially recorded at cost, and subsequently increased (or decreased) to reflect both the Bank’s pro rata share of the post-acquisition net income (or loss) of the associate and other movements directly recognized in the associate’s equity. Goodwill arising from the acquisition of an associate is included in the carrying value of the investment (net of any accumulated impairment loss). Since goodwill is not reported separately, an associate is not tested individually for impairment. Rather, the entire investment is tested for impairment as described below.

 

After the application of the equity method, the Bank determines whether it is necessary to recognize impairment loss on the Bank’s investment in an associate. The Bank determines at each reporting date whether there is objective evidence, considering information from internal and external sources, that the investment in the associate is impaired. If this is the case, the Bank calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in its income statement under the line “Income attributable to associates”.

 

Joint Ventures

 

Joint Ventures are joint arrangements whereby the parties to the agreement that have joint control over the arrangement have rights to the net assets covered by the arrangement. Joint control exists only when decisions about the relevant activities covered by the arrangement require the unanimous consent of the parties sharing control in the agreement.

 

According to IFRS 11, an entity shall determine the type of joint arrangement: “Joint Operation” or “Joint Venture”.

 

For investments defined as a “Joint Operation”, the assets, liabilities, income and expenses are recognized by the participation in the joint operation.

 

Investments defined as a “Joint Venture” will be registered according to the equity method.

 

Investments in other companies that, for their characteristics, are defined as “Joint Ventures” include the following:

 

Artikos Chile S.A.

 

Servipag Ltda.

 

 C: 

F-14

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(b)Basis of consolidation, continued:

 

(iii)Structured entities

 

Special purpose entities (“SPEs”) are generally created to comply with a specific and well-defined objective, such as securitizing specific assets or carrying out a specific loan transaction. An SPE is consolidated if, based on an assessment of its relationship with the Bank and the risks and benefits over the SPE, the Bank concludes that it has control of the SPE.

 

As of December 31, 2019 and 2020, the Bank does not control and therefore does not consolidate any SPEs.

 

(iv)Asset management services investments and mutual funds

 

The Bank, through its subsidiary Banchile Administradora General de Fondos S.A., manages assets through investment and mutual funds and other investment products on behalf of investors.

 

According to IFRS 10, for consolidation purposes, it is necessary to evaluate the role of the Bank and its subsidiaries in the funds that it manages, determining its role of Agent or Principal. When assessing whether an investor controls an investee, an investor with decision-making rights must determine whether it acts as a Principal or as an Agent for other parties. A number of factors are considered in making this assessment, including the following:

 

Scope to make decision over the investee.

 

Rights held by other parties.

 

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 manage investments and mutual funds on behalf and for the benefit of investors, acting only as an Agent in this relationship. Under this category, and as per the aforementioned rule, these funds are not controlled and therefore not consolidated by the Bank or its subsidiaries.

 

(c)Non-controlling interest:

 

Non-controlling interest represents the share of losses, income and net assets that the Bank does not control, either directly or indirectly. It is presented as a separate item in the Consolidated Statement of Comprehensive Income and the Consolidated Statement of Financial Position.

 

(d)Going Concern:

 

The Bank’s management has made an assessment of its ability to continue as a going concern and is satisfied that it has the resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Bank’s ability to continue as a going concern. Therefore, the Financial Statements continue to be prepared on the going concern basis.

 

 C: 

F-15

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(e)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.

 

(f)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, for profit or loss the exchange rate corresponding to each month-end is applied. All differences are recorded as a charge or credit to income.

 

Assets and liabilities in foreign currencies are shown at their equivalent value in Chilean pesos, calculated using the following exchange rates as of December 31, 2019 and 2020: Ch$751.88 and Ch$711.90 to US$1, Ch$6.91 and Ch$6.89 per JPY1, Ch$843.31 and Ch$874.28 per EUR1.

 

The gain of MCh$156,662 (MCh$30,886 in 2019) for net foreign exchange income shown in the Consolidated Statement of Income includes recognition of the effects of exchange rates 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.

 

(g)Use of estimates and judgment:

 

Preparing Consolidated Financial Statements requires Management to make judgments, estimations and assumptions that affect the application of accounting policies and the valuation of assets, liabilities, income and expenses presented. Actual results could differ from these estimated amounts.

 

Relevant estimates and assumptions are reviewed regularly by senior management in order to quantify certain assets, liabilities, income, expenses and uncertainties. Revisions to accounting estimates are recognized in the year in which the estimate is revised and for any future period that is affected.

 

Some accounting matters particularly involve uncertainties and therefore require a considerable degree of estimation and critical judgment when applying accounting policies. Details on the use of estimates and judgment and their effect on the amounts recognized in the Financial Statements are included in the following notes:

 

-Impairment of loans (Notes No. 10, No. 11 and No. 33)

 

-Impairment of instruments at fair value through OCI (Notes No. 12 and No. 33)

 

-Impairment of contingent loan risks (Notes No. 24 and No. 33)

 

-Useful lives of intangible assets, property and equipment and leased assets and lease liabilities and investment properties (Notes No. 14, No. 15 and No. 16)

 

-Goodwill valuation (Note No. 14)

 

-Deferred taxes and income taxes (Note No. 17)

 

-Provisions (Note No. 24)

 

-Employee benefits (Note No. 25)

 

-Commitments and contingencies (Note No. 27)

 

-Fair value of financial assets and liabilities (Note No. 40)

 

 C: 

F-16

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(h)Financial asset and liability valuation criteria:

 

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 Consolidated Statement of Financial Position and the Consolidated Statement of Other Comprehensive Income. This involves selecting the particular basis or method of measurement.

 

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 on the date they originated. 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. All other assets and liabilities (including assets and liabilities at fair value through profit or loss) are initially recognized as of the trade date on which the Bank becomes a party to the contractual provisions of the instrument.

 

Financial assets or liabilities are initially recognized at fair value plus transaction costs directly attributable to their purchase or issuance, except in the case of financial assets and financial liabilities recorded at fair value through profit or loss (FVPL).

 

(ii)Derecognition of financial assets and liabilities

 

The Bank and its subsidiaries derecognize a financial asset (or where applicable, part of a financial asset) from its 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:

 

(c.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.

 

(c.ii)If the entity has retained control, it will continue to recognize the financial asset to the extent of its continuing involvement in the financial asset.

 

A financial liability is derecognized when the obligation under the liability is discharged or canceled or expires.

 

 C: 

F-17

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(h)Financial asset and liability valuation criteria, continued:

 

(ii)Derecognition of financial assets and liabilities, continued:

 

If an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of the existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the income statement.

 

(iii)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.

 

(iv)Measurement categories of financial assets and liabilities

 

The Bank classifies all of its financial assets based on the business model for managing these assets and each asset’s contractual terms, measured at either amortized cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVPL).

 

The Bank classifies and measures its trading portfolio at FVPL as explained in Note No. 2 (i) (ii). The Bank may designate financial instruments at FVPL, if such designation eliminates or significantly reduces measurement or recognition inconsistencies.

 

Financial liabilities, other than loan commitments and financial guarantees, are measured at amortized cost or at FVPL when they are held for trading and derivative instruments or the fair value designation is applied.

 

Fair value measurements

 

The fair value of a financial instrument is the price that would be received to sell an asset or that would be paid to transfer a liability in an orderly transaction between participants in a main market (or more advantageous) at the measurement date under current market conditions, regardless of whether that price is directly observable or estimated using another valuation technique. 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 interested and duly informed parties that act in mutual independence conditions, 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.

 

 C: 

F-18

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(h)Financial asset and liability valuation criteria, continued:

 

(iv)Measurement categories of financial assets and liabilities, continued:

 

The chosen valuation technique uses 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 and return factors that are inherent in the financial instrument. Periodically, the Bank calibrates the valuation techniques and tests them for validity using prices from observable current market transactions 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 a 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 the 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 incomes.

 

Fair value estimates obtained from models are adjusted for any other factors, such as 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 Bank’s fair value disclosures are included in Note No. 40.

 

(i)Financial assets and liabilities per financial statement line items:

 

(i)Due from banks, Loans to customers, Financial investments at amortized cost

 

The Bank measure due from banks, loans to customers and other financial investments at amortized cost as long as the following conditions are met:

 

-The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows from them.

 

-The contractual terms of the financial asset give rise on specified dates on which cash flows are to be received and such cash flows are solely payments of principal and interest (SPPI) on the principal amount outstanding.

 

For classification process, the Bank performs the SPPI test, which assesses the contractual terms of the financial asset to identify whether they meet the SPPI criterion.

 

‘Principal’ for the purpose of this test is defined as the fair value of the financial asset at initial recognition and may change over the life of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).

 

The most significant elements of interest within a lending arrangement are typically the consideration for the time value of money and credit risk. To make the SPPI assessment, the Bank applies judgement and considers relevant factors, such as the currency in which the financial asset is denominated, and the period for which the interest rate is set.

 

 C: 

F-19

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(i)Financial asset and liability per financial statement line items, continued:

 

(i)Due from banks, Loans to customers, Financial investments at amortized cost, continued

 

In contrast, contractual terms that introduce a more than de minimis exposure to risks or volatility in the contractual cash flows that are unrelated to a basic lending arrangement do not give rise to contractual cash flows that are solely payments of principal and interest on the amount outstanding. In such cases, the financial asset is required to be measured at FVPL.

 

(ii)Financial assets held-for-trading

 

Financial assets held-for-trading are securities acquired in order to generate profits from short-term price fluctuations or as a result of brokerage activities, or which are part of a portfolio on which a short-term profit-generating pattern exists. This item includes mainly Central Bank bonds and deposits from domestic banks.

 

Financial assets held-for-trading are stated at their fair value. Accrued interest, gains or losses from their fair market value adjustments, as well as gains or losses from trading activities, are included in “Net financial operating income” in the Consolidated Statement of Comprehensive Income. Dividends, interest and indexations are reported as “Net financial operating income” in the Consolidated Statement of Comprehensive Income.

 

All purchases and sales of financial assets held-for-trading that must be executed within the period established by market regulations or conventions are recorded using the trade date, which is the date on which the purchase or sale of the asset is committed. Any other purchase or sale is treated as a derivative (forward) until settlement occurs.

 

(iii)Financial assets at FVOCI

 

(iii.1)Debt instruments at FVOCI

 

The Bank applies the new category under IFRS 9 of debt instruments measured through FVOCI when both of the following conditions are met:

 

-The instrument is held within a business model whose, objective is to collect contractual cash flows and sell financial assets.

 

-The contractual terms of the financial asset meet the SPPI test.

 

FVOCI debt instruments are measured at fair value with gains and losses arising due to changes in fair value are recognized in Other Comprehensive Income (OCI). Interest income and foreign exchange gains and losses are recognized in profit or loss. The Expected Credit Losses (ECL), which are measured and recorded pursuant to the IFRS 9 adoption, recorded for debt instruments measured at FVOCI does not reduce the carrying amounts of these financial assets, as these remain at fair value in the statement of financial position, but instead, an amount equal to the allowance that would result from the impairment is recognized in OCI, with a corresponding charge to profit or loss. The accumulated loss recognized in OCI is recycled to profit or loss upon derecognition of the asset.

 

Where the Bank holds more than one investment in the same security, they are deemed to be disposed of on a first–in first–out basis. On derecognition, cumulative gains or losses previously recognized in OCI are reclassified from OCI to profit or loss.

 

 C: 

F-20

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(i)Financial asset and liability per financial statement line items, continued:

 

(iii)Financial assets at FVOCI, continued:

 

(iii.2)Equity instruments at FVOCI

 

Upon initial recognition, the Bank occasionally elects to classify irrevocably some of its equity investments as equity instruments at FVOCI when they meet the definition of Equity under IAS 32 “Financial Instruments: Presentation” and are not held for trading. Such classification is determined on an instrument-by instrument basis.

 

Gains and losses on these equity instruments are never recycled to profit or loss. Dividends are recognized in profit or loss as other operating income. Equity instruments at FVOCI are not subject to an impairment assessment.

 

(iv)Lease contracts

 

Accounts receivable relating to leasing contracts, included under the caption “Loans to customers”, correspond to periodic rent installments of contracts, 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.

 

(v)Factoring transactions

 

They are valued for the amounts disbursed by the Bank in exchange for invoices or other commercial instruments representative of credit, with or without responsibility of the grantor, received in discount. Price differences between the amounts disbursed and the nominal value of the credits are recorded in the result as interest income, through the effective interest method, during the financing period.

 

In those cases where the transfer of these instruments was made without responsibility of the grantor, it is the Bank who assumes the insolvency risks of those required to pay.

 

(vi)Financial guarantees:

 

In its ordinary course of business, the Bank gives financial guarantees consisting of letters of credit, guarantees and acceptances. Financial guarantees are initially recognized in the Financial Statements at fair value being the premium received. Subsequent to initial recognition, the Bank’s liability is measured at the higher of the amount originally recognized less, when appropriate, cumulative amortization recognized in the income statement and the best estimate of expenditure required settling the financial obligation arising as the result of the guarantee. The premium received is recognized in the income statement in “Income from Fees and Commissions” on a straight line basis over the guarantee period.

 

 C: 

F-21

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(i)Financial asset and liability per financial statement line items, continued:

 

(vii)Impairment of loans:

 

(vii.1)Overview of the principles of Expected Credit Loss (ECL)

 

The Bank records an allowance for expected credit loss for all loans and other debt financial assets not held at FVPL, together with loan commitments and financial guarantee contracts, all referred to as ‘financial instruments’. Equity instruments are not subject to impairment under IFRS 9.

 

In this context, and specifically within the scope of the impairment methodology required by IFRS 9, the following key elements are identified among others:

 

Estimate of expected loss based on a scenario analysis.

 

Calculation based on three stages, each as described below.

 

Forward looking analysis of macroeconomic factors and their impact in risk parameters, such as GDP growth, unemployment rates and Central Banks interest rates.

 

(vii.2)Expected Credit Loss (ECL)

 

The expected credit loss reflects the weighted average, across multiple scenarios; for that purpose three scenarios are estimated, for some given probabilities optimistic, central and pessimistic scenarios. Pricing and loan loss provisions should be aligned to those estimates to ensure profitability management of the portfolio.

 

IFRS9 requires that a provision be recognized on the date a loan is originated based on its expected credit loss.

 

IFRS9 proposes to calculate the expected credit loss based on the classification of operations in stages:

 

Stage 1:No significant increase in risk

 

Financial assets whose credit quality is not significantly deteriorated with respect to their credit risk evaluation at the time of their origination. Twelve months expected losses are recognized. This stage also includes those credits which have been reclassified from stage 2.

 

Stage 2:With a significant increase in risk

 

Financial assets that are not in default, however, present a significant increase in risk with respect to the levels anticipated at the time of origination. Stage 2 operations are provisioned considering the financial instrument lifetime; for the discount of the expected losses, the effective rate at the time of origination is used, calculated on the gross amount in the Bank’s books. This stage also includes those credits which have been reclassified from stage 3.

 

Stage 3:Objective impairment evidence

 

For financial assets that present evidence of impairment at the closing date of financial statements, the expected credit losses will consider a lifetime approach. The cash flows discount rate used for this stage corresponds to that of the effective interest rate (EIR) applied at the origination of the credit.

 

 C: 

F-22

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(i)Financial asset and liability per financial statement line items, continued:

 

(vii)Impairment of loans, continued:

 

(vii.2)Expected Credit Loss (ECL), continued:

 

POCI:Purchased or Originated Credit Impaired

 

Purchased or originated credit impaired (POCI) assets are financial assets that are credit impaired on initial recognition. POCI assets are recorded at fair value at original recognition and interest income is subsequently recognized based on a credit-adjusted EIR. ECLs are only recognized or released to the extent that there is a subsequent change in their expected credit losses.

 

The classification of the assets is of special relevance due to the different time horizons considered in the calculation of the provision for customers classified in stage 1 and those classified in stage 2.

 

Therefore, the concept of significant risk increase (SRI) is relevant since the amount of provision depends on the interpretation of this concept.

 

Individual classified loans

 

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.

 

The Bank classifies the debtors and their operations related to loans into one of three categories of loan portfolio: Normal, Substandard and Non-complying Loans. This internal rating considers the quantitative variables used to determine the significant risk increase (SRI) in order to establish the appropriate provisions.

 

i.Normal Loans:

 

Normal loans correspond to borrowers who are up to date on their payment obligations and no sign of impairment in their credit quality are shown. This situation is reflected in the internal rating that varies from A1 to A6. All exposures rated as A1 to A4 are classified as stage 1 in IFRS9; exposures rated A5 or A6 are also classified as stage 1 whenever they are not issued with a higher rating; in that case, they are classified as stage 2.

 

ii.Substandard Loans:

 

Substandard loans include all borrowers with a significant increase in risk and insufficient payment capacity or significant deterioration of payment capacity that it may be reasonably expected that they will not 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.

 

This situation is reflected in the internal rating that varies from B1 to B4. All exposures rated at these levels are classified as stage 2.

 

 C: 

F-23

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(i)Financial asset and liability per financial statement line items, continued:

 

(vii)Impairment of loans, continued:

 

(vii.2)Expected Credit Loss (ECL), continued:

 

iii.Non-complying Loans:

 

Non-complying loans correspond to borrowers 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 outstanding from debtors that have at least one installment payment of interest or principal overdue for 90 days or more.

 

This situation is reflected in the internal rating that varies from C1 to C6. All obligors rated at these levels are classified as stage 3.

 

Group classified loans

 

The group analysis is used to analyze a large number of loans whose individual amounts are homogenous and not significant. For this analysis, the Bank uses models based on attributes of the debtors and their loans, and on the behavior of a group of loans. The categories used to classify the debtors correspond to “Normal loans” and “Non-complying loans”.

 

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.

 

(vii.3)Significant risk increase (quantitative criteria):

 

Significant increase in risk is determined on a quantitative manner, based on changes in Lifetime Probability of Default (LPD). A loan is impaired whenever LPD at calculation date is significantly greater than LPD estimated at the loan origination date. In order to estimate current LPD, macroeconomic factors and their projections are taken into account. In addition, negative behavior records (delinquency over 60 days, default (considering a 4 month probation period) or written off balances) at the public bureau (reporting entities only, banks under supervision of the local regulator) trigger a transition to stage 2.

 

(vii.4)Default events

 

In addition to the quantitative criteria described in the previous section, other aspects are considered as indicators of SRI, for which the following entry conditions to the different stages are considered:

 

A default event is due whenever payments are past due for more than 90 days or a renegotiated loan is originated after the preceding loan has been past due for more than 60 days.

 

Default events are identified on a borrower basis, therefore a default event in any exposure triggers a default across any other exposure but not on residential mortgages. Instead, residential mortgages do trigger a default event on every other exposure.

 

In these cases loans are classified as stage 3.

 

 C: 

F-24

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(i)Financial asset and liability per financial statement line items, continued:

 

(vii) Impairment of loans, continued:

 

(vii.5)Probation period

 

Probation periods have been set in order to regulate transitions from stage 3 to stage 2, and from stage 2 to stage 1 as well. Transitions from stage 3 to stage 1 are not allowed. Transitions are determined on a monthly basis.

 

Transitions from stage 2 to stage 1: In order to be upgraded, exposures in stage 2 should not have had a “significant increase in risk” for the last 4 months previous to the reporting date. “Significant increase in risk” is defined in a different manner for Retail exposures (including SMEs) and Wholesale exposures.

 

Wholesale exposures: an exposure will be considered to have a significant increase in risk if any of the following are true:

 

-The client is rated in one of the two last grades of stage 1, having been downgraded during the last 12 months.

 

-The client is currently rated in the last grade of stage 1 (even in the case of not having been downgraded).

 

-Any of the client’s obligations are past due 60 days or more.

 

-Renegotiated loans that have been past due between 30 and 59 days.

 

Retail exposures: an exposure will be considered to have a significant increase in risk if any of the following are true:

 

-The client has rescheduled a loan while it was past due 60 days or more.

 

-The exposure is past due 30 days or more.

 

-The exposure shows an increase in its default risk, quantitatively defined as follows:

 

Lifetime PD – PD at inception > Average PD

 

Transitions from stage 3 to stage 2: Probation period is aligned with local statutory accounting, therefore it should accomplish the following criteria:

 

-No obligation of the debtor shows a delay in its payment of more than 30 calendar days.

 

-Have not been granted new refinancing to pay the obligations.

 

-At least one of the payments made includes capital amortization.

 

-If the debtor has some credit with partial payments in periods of less than six months, at least two payments have been made.

 

-If the debtor must pay monthly instalments for one or more credits, at least four consecutive instalments have been paid.

 

-All debtor obligations across the Chilean financial system are current, except for insignificant amounts.

 

 C: 

F-25

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(i)Financial asset and liability per financial statement line items, continued:

 

(vii) Impairment of loans, continued:

 

(vii.6)The ECL calculation

 

The Bank calculates the ECL based on probability-weighted scenarios to measure the expected credit losses discounted at its effective interest rate (EIR). Losses are defined as the difference between the cash flows expected to be received by the Bank versus the contractual cash flows.

 

For the calculation of the ECL, the following key parameters should be considered:

 

Probability of Default (PD)

 

The PD parameter is an estimate of the probability with which a client will fall into the non-performing portfolio within a certain time horizon. Point in time estimates are used. Depending on the stage on which the exposure is classified, the time horizon may vary from one year (for stage 1) to lifetime (for stage 2). Naturally, stage 3 exposures carry a PD = 1.

 

Exposure at Default (EAD) and Credit Conversion Factor (CCF)

 

The exposure at default (EAD) parameter represents an estimate of the outstanding loan at the time of a customer’s default. This exposure can be either an asset or a contingent exposure. The latter includes unused limits on revolving facilities such as credit cards, lines of credit, Letters of Credit, etc.; in such cases unused limits are weighted by their CCF, which is an estimate of further utilization before default time.

 

Loss Given Default (LGD)

 

The Loss Given the Default (LGD) parameter is defined as the expected value of the losses that an operation would have in case of default. It is expressed as a percentage of the EAD. Inflows (payments) and outflows are considered in calculating LGD.

 

(viii) Loans write-off

 

Criteria under which loans are written-off when collection efforts have been exhausted, but not later than the following maximum periods:

 

Type of Loan

 

Term

 
Consumer loans – secured and unsecured  6 months 
Other transactions – unsecured  24 months 
Commercial loans – secured  36 months 
Residential mortgage loans  48 months 
Consumer leases  6 months 
Other non-real estate lease transactions  12 months 
Real estate leases (commercial or residential)  36 months 

 

The term represents the time elapsed by a loan from the date on which the unpaid collection or portion is in default.

 

Cash recoveries on written-off loans are recorded directly through the income statement.

 

 C: 

F-26

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(i)Financial asset and liability per financial statement line items, continued:

 

(ix)Renegotiated loans:

 

The Bank attempts to restructure loans rather than to take possession of collateral when economically convenient. This may involve extending the payment arrangements and the agreement of new loan conditions. After having renegotiated the terms, any impairment is measured using the original effective interest rate as calculated before the modification of terms and the loan is no longer considered past due. Renegotiated loans are continuously reviewed by management to ensure that all criteria are met and that future payments are likely to occur. The loans continue to be subject to an individual or collective impairment assessment, calculated using the loan’s original effective interest rate.

 

(x)Collateral valuation:

 

The Bank seeks to use collateral, where possible, to mitigate its risks on financial assets. The collateral comes in various forms such as mortgages, pledges, securities, other non-financial assets and credit enhancements. The fair value of collateral is generally assessed, at a minimum, at inception through a certified appraiser, considering factors such as location, collateral type, and observable market value, among others. Additionally, the settlement costs, the time required to sell off the assets and the potential adverse market conditions are considered as well. However, some types of collateral, such as securities, are valued daily. To the extent possible, the Bank uses active market data for valuing financial assets held as collateral. (See Note No. 42 for further analysis of collateral).

 

For impairment of loans estimates, Collateral is not accounted as an EAD mitigation factor, but as an LGD driver instead.

 

(xi)Modified loans:

 

When the contractual cash flows of a debt financial instrument are renegotiated or modified, the Bank distinguishes the modifications that originate in financial difficulties of the debtor, from those that are of a commercial nature.

 

Contractual modifications due to financial difficulties of the debtor: These occur when the Bank modifies the contractual conditions originally agreed so that the debtor can comply with its payment obligations. When the modification is substantial, it is recorded as a derecognition and the new loan is valued at fair value, and when the modification is not substantial, the loan is not derecognized, and its amortized cost must be adjusted based on the difference between the book value before the modification and the present value of the flows of the modified operation using the effective interest rate (EIR) of the original credit.

 

Contractual modifications for other commercial reasons: These operations normally respond to general market situations at the time of the modification. Such modifications are treated as a total or partial cancellation of the original operation and the recording of a new operation at fair value.

 

(j)Financial and operating leases:

 

The determination of whether an arrangement is a lease, or it contains a lease, is based on the substance of the arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

 

 C: 

F-27

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(j)Financial and operating leases, continued:

 

(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 financial leases. When assets held are subject to a financial 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 financial lease are incorporated into the receivable through the discount rate applied to the lease. Financial 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 financial 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 included within premises and equipment on the Group’s statement of financial position 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.

 

(ii)The Bank acting as lessee

 

A contract is, or contains a lease, if one party has the right to control the use of an identified asset for a period of time in exchange for a regular payment. On the start date of a lease, a right-to-use assets leased is determined at cost, which includes the amount of the initial measurement of the lease liability plus other disbursements made. The amount of the lease liability is measured at the present value of future lease payments that have not been paid on that date, which are discounted using the Bank’s incremental financing interest rate.

 

The right-of-use asset is measured using the cost model, less accumulated depreciation and accumulated losses due to impairment of value, depreciation of the right-of-use asset, is recognized in the Income Statement based on the linear depreciation method from the start date and until the end of the lease term.

 

After the start date, the lease liability is measured by decreasing the carrying amount to reflect the lease payments made and the modifications to the lease.

 

According to IFRS 16 “Leases” the bank does not apply this rule to contracts whose duration are 12 months or less and those that contain an underlying asset of low value. In these cases, payments are recognized as a lease expense.

 

(k)Interest revenue and expense:

 

Interest revenue and expenses are recognized in the Consolidated 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 net 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.

 

 C: 

F-28

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(l)Fees and commissions:

 

Revenue and expenses from fees are recognized in the Consolidated Income Statement using the criteria established in IFRS 15 “Revenue from contracts with customers”.

 

Under IFRS 15, revenues are recognized considering the terms of the contract with customers. Revenue is recognized when, or as the performance obligation is satisfied by transferring the goods or services committed to the customer.

 

Under IFRS 15, revenues are recognized using different criteria depending on their nature. The most significant are:

 

Those that correspond to a singular act, when the act that originates them takes place.

 

Those that originate in transactions or services that are extended over time, during the life of such transactions or services.

 

Commissions on loan commitments and other fees related to credit operations are deferred (together with the incremental costs directly related to the placement) and recognized as an adjustment to the effective interest rate of the placement. In the case of loan commitments, when there is no certainty of the date of effective placement, the commissions are recognized on a linear basis in the duration period of the commitment.

 

The fees registered by the Bank correspond mainly to:

 

Commissions for lines of credit and overdrafts: these commissions are accrued in the period in which the lines of credit and overdrafts are granted. The Bank revenues are recognized at a point in time when performance obligation is satisfied.

 

Commissions for guarantees and letters of credit: these commissions are accrued in the period in which the payment guarantees for real or contingent obligations of third parties are granted. The Bank revenues are recognized over time when performance obligation is satisfied.

 

Commissions for card services: correspond to commissions earned and accrued during the period, related to the use of credit, debit and other cards. The Bank revenues are recognized at a point in time when performance obligation is satisfied

 

Commissions for account management: includes commissions for the maintenance of current accounts and other deposit accounts. The Bank revenues are recognized over time when performance obligation is satisfied.

 

Commissions for collections, collections and payments: correspond to, collection and payments services provided by the Bank. The Bank revenues are recognized at a point in time when performance obligation is satisfied.

 

Commissions for intermediation and management of securities: correspond to income from brokerage service, placements, administration and custody of securities. The Bank revenues are recognized at a point in time when performance obligation is satisfied.

 

Remuneration for insurance commercialization: corresponds to income from the sale of insurance. The Bank revenues are recognized over time when performance obligation is satisfied.

 

Commissions for investments in mutual funds and others: corresponds to commissions originated in the administration of mutual funds. The Bank revenues are recognized at a point in time when performance obligation is satisfied.

 

Other commissions earned: Income generated by currency exchanges, financial advice, use of distribution channels, use of trademark agreement and placement of financial products and cash transfers and recognition of payments associated with commercial alliances, among others, are included. The Bank revenues are recognized at a point in time when performance obligation is satisfied.

 

 C: 

F-29

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(l)Fees and commissions, continued:

 

The expense commissions registered by the Bank correspond mainly to:

 

Remuneration for card operations: corresponds to commissions paid for the operation of credit and debit cards.

 

Inter-bank transactions: corresponds to commissions paid to the automatic clearing house for transactions carried out.

 

Commissions for operations with securities: corresponds to commissions for deposit and custody of securities and brokerage of securities are included.

 

Other commissions: corresponds to commissions for collection, payments and other online services are included.

 

(m)Property and equipment:

 

Property and equipment is stated at cost excluding servicing cost, less accumulated depreciation and accumulated impairment. Changes in the expected useful life are accounted for by changing the depreciation period or method, as appropriate, and treated as changes in accounting estimates.

 

This cost includes expenses that have been directly attributed to the asset’s acquisition.

 

Depreciation is recognized the Consolidated Statements of 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 2019 and 2020 are as follows:

 

Buildings  50 years 
Installations (in general)  10 years 
Equipment  5 years 
Office furniture  5 years 

 

Property and equipment is derecognized on disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is recognized in “Impairments” in the income statement in the year the asset is derecognized.

 

 C: 

F-30

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(n)Intangible assets:

 

Intangible assets are identified as non-monetary assets (separated from other assets) without physical substance that arise as the result of a legal transaction or that are developed internally by the consolidated entities. They are assets whose cost can be reliably estimated and for which the consolidated entities consider that it is probable that future economic benefits will be recognized.

 

(i)Goodwill

 

Goodwill arises on the acquisition of subsidiaries and associates representing the excess of the fair value of the purchase consideration 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 originating from the acquisition of subsidiaries is capitalized and reviewed for impairment annually or more frequently if there are indications that impairment may have occurred. Impairment is determined by comparing the present value of expected future cash flows from each cash generating unit with the carrying value of its net assets, including attributable goodwill. Goodwill is allocated to cash generating units for the purpose of impairment testing considering the business level at which goodwill is monitored for internal management purposes.

 

Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

 

(ii)Software and computer programs

 

Computer software purchased by the Bank and its subsidiaries is accounted for at cost less accumulated amortization and impairment losses.

 

The subsequent expense in software assets is capitalized only when it increases the future economic benefit for the specific asset. All other expenses are capitalized as an expense as incurred.

 

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.

 

Expense for internally developed software is recorded in income for each year.

 

 C: 

F-31

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(o)Collateral repossessed (assets received in lieu of payment):

 

Assets received in lieu of payment are classified under “Other Assets” and they are recorded at the lower of carrying amount and fair value, less cost to sell. Assets that are determined better to be sold are immediately transferred to assets held-for-sale at their fair value at the repossession date in line with the Bank’s policy.

 

(p)Investment Properties:

 

Investment 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 initially measured at cost, including transaction costs. Subsequent to initial recognition, they are carried at cost less accumulated depreciation and impairments using the same accounting policies as property and equipment.

 

(q)Deferred taxes and income taxes:

 

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.

 

(r)Debt issued and other financial liabilities:

 

Financial instruments issued by the Bank are classified under “Debt issued”, 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 or another financial asset for a fixed number of equity shares.

 

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.

 

The Bank applies the same accounting policies for its other financial liabilities.

 

 C: 

F-32

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(s)Derivative instruments:

 

A “Financial Derivative” is a financial instrument whose value changes in response to changes in an observable market variable (such as an interest rate, exchange rate, the price of a financial instrument or a market index, including credit ratings), whose initial investment is very small in relation to other financial instruments with a similar response to changes in market conditions and which is generally settled at a future date.

 

Derivative instruments, which include foreign currency and UF forwards, interest rate forwards, currency and interest rate swaps, currency and interest rate options and other financial derivative instruments, are recorded in the Statement of Financial Position at fair value regardless of whether they are held-for-trading or for non-trading purposes.

 

The fair value is obtained from market quotes, discounted cash flows models and options valuation models, as and where applicable. Derivative contracts are reported as an asset when their fair value is positive and as a liability when negative under the item “Derivative Instruments”.

 

At inception, a derivative contract must be designated by the Bank as a derivative instrument for trading or hedging purposes.

 

Changes in the fair value of derivative contracts held for trading purposes are recorded in “Net financial operating income”, in the Consolidated Statement of Comprehensive Income.

 

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.

 

A hedge relationship for hedge accounting purposes must comply with all of the following conditions:

 

(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.

 

Certain derivatives transactions that do not qualify for hedge accounting are treated and reported as derivatives for trading purposes even though they provide an effective hedge on the risk of net positions.

 

Changes in the fair value of derivative contracts that qualify for hedge accounting are recorded, as follows:

 

If derivative contracts qualify for hedge accounting of changes in the fair value of assets, liabilities or unrecognized firm commitments (Fair Value Hedge), changes in the fair value of both the hedged asset (or liability) and the hedging derivative are recognized in the income statement under “Interest revenue and expenses” and/or “Foreign Exchange Transactions, Net”, depending on the risk being hedged. On the other hand, any ineffective portion of the Fair Value Hedge is recognized in the income statement under “Net Financial Operating Income.”

 

 C: 

F-33

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(s)Derivative instruments, continued:

 

If derivative contracts qualify for hedge accounting of the variability of future cash flows from highly probable future transactions and/or floating rate assets or liabilities (Cash Flow Hedge), the changes in fair value are recorded in Equity under “Other Comprehensive Income”, to the extent that the hedge is effective. Changes in the fair value of the Cash Flow Hedge are subsequently reclassified to the income statement when and where the hedged item affects the Bank’s results (e.g. to Interest Revenues and Expenses and/or Foreign Exchange Transactions when the hedged instrument affects the income statement because of interest rate risk, or exchange rate risk, respectively). On the other hand, any ineffective portion of the Cash Flow Hedge is recognized in the comprehensive statement of income under the “Net Financial Operating Income” line item.

 

Finally, if the hedging instrument does not continue qualifying for hedge accounting and/or it is terminated, sold, suspended or executed, the hedge accounting is discontinued prospectively. In this case, gains/losses already accrued will remain in Equity until the expected transactions occur. In that moment, gains/losses will be recorded in the Income Statement (under “Interest Revenues or Expenses” and/or “Foreign Exchange Transactions” depending on the risk being hedged) as long as transactions occur. Otherwise, if transactions are expected to fail, the changes in fair value are immediately recognized in the Income Statement (under “Interest Revenues or Expenses” and/or “Foreign Exchange Transactions” depending on the risk that was used to be hedged).”

 

(t)Operations under resale and repurchase agreements:

 

The Bank carries out operations under resale agreements as a form of investment. The securities purchased under these agreements are not recognized on the Bank’s Consolidated Statement of Financial Position. The consideration paid is recognized under “Investments under resale agreements” reflecting the transaction’s economic substance as a loan granted by the Bank. The difference between the purchase and the resale price is recorded in “Net Interest Income” and is accrued over the duration of the agreement using its effective interest rate. This treatment reflects the economic substance as a loan to the Bank.

 

The Bank also carries out operations under repurchase agreements as a form of financing. The securities sold under a repurchase agreement at a specific date in the future are not derecognized from the Consolidated Statement of Financial Position because the Bank retains all the risks and rewards of the ownership of the securities. The corresponding cash received is recognized in the balance sheet as an asset, and the corresponding obligation to return the cash, including any accrued interest, is recognized as a liability under “Obligations under repurchase agreements”. The difference between the sale and the repurchase price is treated as “Interest Expense” and is accrued over the duration of the agreement using the effective interest rate.

 

The treatment of secured lending and financing transactions follows the principles laid out above. As of December 31, 2020 and 2019, there were no operations corresponding to securities lending.

 

(u)Customer loyalty programs:

 

The Bank maintains a loyalty program to provide incentives to its customers, which allows acquiring goods and/or services, based on the exchange of prize points (“Dolares-Premio”), which are granted based on the purchases made with Bank’s credit cards and the compliance of certain conditions established in said program. The consideration for the prizes is made by a third party. In accordance with IFRS 15, these associated benefit plans have the necessary provisions to meet the delivery of committed future performance obligations.

 

 C: 

F-34

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(v)Provisions and contingent liabilities:

 

Provisions are liabilities that are characterized by uncertainty in either their amount or maturity. Provisions 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,

 

(ii)as of the date of the Financial Statements it is likely that the Bank or its subsidiaries have to disburse resources to settle the obligation and,

 

(iii)the amount can be reliably measured.

 

A contingent asset or liability is any right or obligation that arises from past events whose existence will be confirmed by one or more uncertain future events which are not within the control of the Bank. Contingent assets and liabilities are not recognized in the Statement of Financial Position according to the above mentioned requirements.

 

Contingent credits are understood as operations or commitments in which the Bank assumes a credit risk by committing itself to third parties, in the event of a future event, to make a payment or disbursement that must be recovered from its clients.

 

The following are classified as contingent credits in the complementary information:

 

(i)Guarantees and sureties: Comprises guarantees, sureties 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.

 

(iii)Documentary letters of credit: Includes documentary letters of credit issued by the Bank, which have not yet been negotiated.

 

(iv)Documented guarantee with promissory notes.

 

(v)Undrawn credit lines: 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).

 

(vi)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 irrevocable lines of credit linked to the progress of projects, or credits for higher studies referred to in Law No. 20,027.

 

(vii)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.

 

 C: 

F-35

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(w)Provisions for minimum dividends:

 

The Bank records within liabilities the portion of net income for the year that should be distributed to comply with the Corporations Law. 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.

 

(x)Employee benefits:

 

(i)Staff accrued 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 over 30 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 (3.17% as of December 31, 2019 and 2.31% as of December 31, 2020).

 

The discount rate used corresponds to the rate of 10-year Bonds in pesos of the Central Bank of Chile (BCP).

 

Actuarial gains and losses are recognized as Other Comprehensive Income at the end of each reporting period. There is no past service costs that would have to be recognized by the Bank.

 

 C: 

F-36

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(y)Equity reserves:

 

The equity reserves recorded in the Bank’s Statement of Financial Position include:

 

Reserves from Earnings:

 

This item includes all the reserves that were originated from earnings and that by legal or statutory dispositions, or agreements of the shareholders’ meeting, will not be distributed in the form of future dividends.

 

Other reserves:

 

This item includes all the reserves that do not come from earnings and that do not correspond to those indicated in previous items.

 

Unrealized gains (losses) on financial assets at fair value through other comprehensive income:

 

This item comprises changes in the fair value of these instruments.

 

(z)Earnings per share:

 

The basic earnings per share is determined by dividing the net income attributed to the Bank’s owners in a period and the weighted average number of shares outstanding during that period.

 

Diluted earnings per share are determined similarly to basic earnings, but the weighted average number of outstanding shares is adjusted to take into account the potential dilutive effect of the options on shares, warrants and convertible debt. As of December 31, 2019 and 2020, there are no dilutive items on basic earnings per share.

 

(aa)Cash and cash equivalents:

 

The Consolidated Statement of Cash Flows shows the changes in cash and cash equivalents derived from operating activities, investment and financing activities during the year. The indirect method has been used in the preparation of this statement of cash flows.

 

For the preparation of Consolidated Financial Statements of Cash Flow the following concepts have been considered:

 

Cash flows: Inflows and outflows of cash and cash equivalents, such as deposits with the Central Bank of Chile, deposits in domestic banks, and deposits in foreign banks. 

 

 C: 

F-37

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

2.Summary of Significant Accounting Policies, continued:

 

(aa)Cash and cash equivalents, continued:

 

(i)Operating activities: corresponds to normal activities of the Bank, as well as other activities that cannot classify, like investing or financing activities.

 

(ii)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.

 

(iii)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.

 

(ab)Segment reporting:

 

The Bank discloses information by segment in accordance with IFRS 8. The Bank’s operating segments are defined based on its different business units, considering the following factors:

 

(i)That it develops 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 decision-making authority for operating decisions, to determine resource allocation for the segment and evaluate its performance; and

 

(iii)That separate financial information is available.

 

(ac)Fiduciary activities:

 

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.

 

(ad)Identifying and measuring impairment on non-financial assets

 

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, or if annual impairment testing for an asset is required, the Bank estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use. Where the carrying amount of an asset or CGU 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.

 

For assets, excluding goodwill, impairment losses recognized in prior years are assessed at each reporting date in case there are any indications that the loss has decreased or disappeared. A previously recognized impairment is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment was recognized. An impairment loss is reversed only to the extent that the book value of the asset does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Such reversal is recognized in the income statement.

 

Impairment losses relating to goodwill cannot be reversed in future periods.

 

 C: 

F-38

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

3.New and Amended Standards and Interpretations:

 

Amendments that resulted from improvements to IFRS to the following standards did not have any significant impact on the accounting policies, financial position or performance of the Bank:

 

IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Clarified the definition of ‘material’ and align the definition used in the Conceptual Framework and the standards.

 

IFRS 9 Financial Instruments, IFRS 7 Financial Instruments: Disclosures and IAS 39 Financial Instruments: Recognition and Measurement. Clarified that entities would continue to apply certain hedge accounting requirements assuming that the interest rate benchmark on which the hedged cash flows and cash flows from the hedging instrument are based will not be altered as a result of interest rate benchmark reform.

 

Amendment to IFRS 16 Leases: The amendment provided lessees with an exemption from assessing whether a COVID-19-related rent concession is a lease modification.

 

4.Changes in Accounting policies, Estimates and Disclosures:

 

In March 2020, COVID-19 was declared as a global pandemic by the World Health Organization. The uncertainty associated with the effects of this pandemic introduces greater complexity in developing reliable estimates.

 

Accordingly, during this year the Bank’s Management has reviewed the relevant estimates and assumptions related to the expected credit lost models for the retail and wholesale portfolios, adjusting the Probability of Default projection models (forward-looking) and Loss Given Default, with the aim of making them more responsive to the nature of the current economic scenario due the COVID-19 pandemic. In accordance with IAS 8 accounting policies and changes in accounting estimates, the impact of changes in the ECL models and assumptions resulted in an additional charge to income of Ch$154,518 million before taxes.

 

During the year ended December 31, 2020, there have been no additional accounting changes other than the one mentioned above.

 

 C: 

F-39

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

5.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 (SMEs) with annual sales up to UF 70,000, 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 UF 70,000, where the product offering focuses primarily on commercial loans, checking accounts and liquidity management services, debt instruments, foreign trade, derivative contracts and leases.

 

Treasury:This segment includes the associated revenues to the management of the investment portfolio and the business of financial transactions and currency trading.

 

Transactions with 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, among others.

 

Subsidiaries:Corresponds to the businesses generated by the companies controlled by the Bank, which carry out activities complementary to the bank business. The companies that comprise this segment are:

 

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.

 

 C: 

F-40

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

5.Segment Reporting, continued:

 

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 Bank obtains the majority of its income from: interest, UF indexation and fees and financial operations and changes, discounting provisions for credit risk and operating expenses. Management is mainly focused on these concepts in its evaluation of segment performance and decision-making regarding goals and allocation of resources for each unit individually. Although the results of the segments reconcile with those of the Bank at total level, this is not necessarily the case for all concepts on an individual basis, since the management is measured and controlled in individual form and additionally applies the following criteria:

 

The net interest margin of loans and deposits is obtained aggregating the net financial margins of each individual operation of credit and uptake made by the Bank. For these purposes, the volume of each operation and its contribution margin are considered, which in turn corresponds to the difference between the effective rate of the customer and the internal transfer price established according to the term and currency of each operation. Additionally, the net margin includes the result of interest and indexation from the accounting hedges.

 

Provisions for credit risk are determined at the customer level based on the characteristics of each of their operations. In the case of additional provisions, these are assigned to the different business segments based on the credit risk weighted assets that each segment has.

 

The capital and financial impacts on outcome have been assigned to each segment based on the risk-weighted assets.

 

Operational expenses are reflected at the level of the different functional areas of the Bank. The allocation of expenses from functional areas to business segments is done using different allocation criteria, at the level of the different concepts and expense items.

  

The Bank did not enter into transactions with any particular customer or third party that collectively generated more than 10% of the Bank’s total income in 2019 and 2020.

 

Taxes are managed at the consolidated level and are not allocated to business segments.

 C: 

F-41

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

5.Segment Reporting, continued:

 

   As of December 31, 2018 
   Retail   Wholesale   Treasury   Subsidiaries   Subtotal   Reclassifications
and adjustments
to conform IFRS
     Total 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   Note  MCh$ 
Net interest income   976,698    356,167    (7,657)   (8,994)   1,316,214    4,763       1,320,977 
Net fees and commissions income   184,494    45,576    (3,651)   145,704    372,123    (12,168)      359,955 
Other operating income   42,490    62,302    61,803    33,341    199,936    (34,798)      165,138 
Total operating revenue   1,203,682    464,045    50,495    170,051    1,888,273    (42,203)  (1)   1,846,070 
Provisions for Expected Credit losses   (287,073)   5,545        118    (281,410)   31,639   (2)   (249,771)
Depreciation and amortization   (29,621)   (5,029)   (20)   (3,011)   (37,681)          (37,681)
Other operating expenses   (563,643)   (152,235)   (3,249)   (105,906)   (825,033)   23,006   (3)   (802,027)
Income attributable to associates   5,454    1,213    126    462    7,255    (444)      6,811 
Income before income taxes   328,799    313,539    47,352    61,714    751,404    11,998       763,402 
Income taxes                       (156,531)   (3,237)  (4)   (159,768)
Income after income taxes                       594,873    8,761       603,634 
                                       
Assets   16,425,483    10,591,702    8,093,850    925,440    36,036,475    (612,545)      35,423,930 
Current and deferred taxes                       262,582    (85,082)      177,500 
Total assets                       36,299,057    (697,627)  (5)   35,601,430 
                                       
Liabilities   10,399,587    9,873,018    11,952,656    764,736    32,989,997    (1,067,190)      31,922,807 
Current and deferred taxes                       4,907           4,907 
Total liabilities                       32,994,904    (1,067,190)  (6)   31,927,714 

 

 C: 

F-42

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

5.Segment Reporting, continued:

 

Reclassifications and adjustments to conform IFRS

 

(1)The total effect due to the elimination adjustments to conform the total operating revenue is MCh$(14,990). In addition the total effect of IFRS adjustments is MCh$(27,213) which mainly stems from the reclassification of interest on repurchase agreements and suspended interest recognition.

 

(2)The total effect relates to IFRS adjustments of MCh$31,639, which mainly stems from differences in the calculation of allowances for ECL.

 

(3)The total effect due to the elimination adjustments to conform other operating expenses is MCh$14,990. In addition the total effect of IFRS adjustments is MCh$8,016, which mainly represents reversal of write-offs of assets received in lieu of payments.

 

(4)The total effect relates to IFRS adjustments of MCh$(3,237), which stems from deferred taxes.

 

(5)The total effect due to the elimination adjustments to conform the consolidated financial position data in assets is MCh$(388,615). In addition the total effect of IFRS adjustments in assets is MCh$(309,012), which mainly stems from differences in the calculation of allowances for loan losses, the acquisition of Citibank Chile and deferred taxes effects and settlement of transactions in the course of collection.

 

(6)The total effect due to the elimination adjustments to conform the consolidated financial position data in liabilities is MCh$(388,615). In addition the total effect of IFRS adjustments in liabilities is MCh$(678,575), which mainly stems from provision for minimum dividends and differences in the calculation of allowances for loan losses.

 

 C: 

F-43

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

5.Segment Reporting, continued:

 

   As of December 31, 2019 
   Retail   Wholesale   Treasury   Subsidiaries   Subtotal   Reclassifications and adjustments to conform IFRS     Total 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   Note  MCh$ 
Net interest income   1,020,346    366,638    (13,511)   (7,650)   1,365,823    5,455       1,371,278 
Net fees and commissions income   268,345    49,492    (2,917)   153,330    468,250    (10,948)      457,302 
Other operating income   37,225    62,153    42,087    53,931    195,396    (18,758)      176,638 
Total operating revenue   1,325,916    478,283    25,659    199,611    2,029,469    (24,251)  (1)   2,005,218 
Provisions for Expected Credit losses   (332,833)   (14,375)       (66)   (347,274)   15,673   (2)   (331,601)
Depreciation and amortization   (57,826)   (6,605)   (264)   (5,846)   (70,541)          (70,541)
Other operating expenses   (588,997)   (151,949)   (2,967)   (111,499)   (855,412)   23,703   (3)   (831,709)
Income attributable to associates   4,826    1,020    111    493    6,450    (411)      6,039 
Income before income taxes   351,086    306,374    22,539    82,693    762,692    14,714       777,406 
Income taxes                       (169,683)   (3,978)  (4)   (173,661)
Income after income taxes                       593,009    10,736       603,745 
                                       
Assets   18,215,859    10,765,728    11,351,141    964,695    41,297,423    (515,199)      40,782,224 
Current and deferred taxes                       321,305    (89,655)      231,650 
Total assets                       41,618,728    (604,854)  (5)   41,013,874 
                                       
Liabilities   10,735,252    9,160,441    17,337,471    781,052    38,014,216    (982,392)      37,031,824 
Current and deferred taxes                       76,289           76,289 
Total liabilities                       38,090,505    (982,392)  (6)   37,108,113 

 

 C: 

F-44

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

5.Segment Reporting, continued:

 

Reclassifications and adjustments to conform IFRS

 

(1)The total effect due to the elimination adjustments to conform the total operating revenue is MCh$(14,949). In addition the total effect of IFRS adjustments is MCh$(9,302) which mainly stems from the reclassification of interest on repurchase agreements and suspended interest recognition.

 

(2)The total effect relates to IFRS adjustments of MCh$15,673, which mainly stems from differences in the calculation of allowances for ECL.

 

(3)The total effect due to the elimination adjustments to conform other operating expenses is MCh$14,949. In addition the total effect of IFRS adjustments is MCh$8,754, which mainly represents reversal of write-offs of assets received in lieu of payments.

 

(4)The total effect relates to IFRS adjustments of MCh$(3,978), which stems from deferred taxes.

 

(5)The total effect due to the elimination adjustments to conform the consolidated financial position data in assets is MCh$(345,395). In addition the total effect of IFRS adjustments in assets is MCh$(259,459), which mainly stems from differences in the calculation of allowances for loan losses, the acquisition of Citibank Chile and deferred taxes effects and settlement of transactions in the course of collection.

 

(6)The total effect due to the elimination adjustments to conform the consolidated financial position data in liabilities is MCh$(345,395). In addition the total effect of IFRS adjustments in liabilities is MCh$(636,997), which mainly stems from provision for minimum dividends and differences in the calculation of allowances for loan losses.

 

 C: 

F-45

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

5.Segment Reporting, continued:

 

   As of December 31, 2020 
   Retail   Wholesale   Treasury   Subsidiaries   Subtotal   Reclassifications and adjustments to conform IFRS      Total 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   Note  MCh$ 
Net interest income   940,088    377,301    (3,603)   (1,923)   1,311,863    4,925      1,316,788 
Net fees and commissions income   265,233    55,704    (1,969)   143,863    462,831    (16,863)      445,968 
Other operating income   26,233    49,186    74,119    35,991    185,529    (13,475)      172,054 
Total operating revenue   1,231,554    482,191    68,547    177,931    1,960,223    (25,413)  (1)   1,934,810 
Provisions for Expected Credit losses   (325,852)   (136,448)       (380)   (462,680)   (84,426)  (2)   (547,106)
Depreciation and amortization   (59,933)   (7,155)   (271)   (5,998)   (73,357)          (73,357)
Other operating expenses   (569,247)   (151,367)   (3,249)   (106,591)   (830,454)   26,059   (3)   (804,395)
Income attributable to associates   (5,139)   97    (91)   472    (4,661)   (438)      (5,099)
Income before income taxes   271,383    187,318    64,936    65,434    589,071    (84,218)      504,853 
Income taxes                       (125,962)   22,739   (4)   (103,223)
Income after income taxes                       463,109    (61,479)      401,630 
                                       
Assets   18,800,897    10,811,021    15,400,139    830,910    45,842,967    (607,473)      45,235,494 
Current and deferred taxes                       380,894    (65,428)      315,466 
Total assets                       46,223,861    (672,901)  (5)   45,550,960 
                                       
Liabilities   13,647,952    9,980,003    18,208,458    660,869    42,497,282    (943,714)      41,553,568 
Current and deferred taxes                       311           311 
Total liabilities                       42,497,593    (943,714)  (6)   41,553,879 

 

 C: 

F-46

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

5.Segment Reporting, continued:

 

Reclassifications and adjustments to conform IFRS

 

(1)The total effect due to the elimination adjustments to conform the total operating revenue is MCh$(21,480). In addition the total effect of IFRS adjustments is MCh$(3,933) which mainly stems from the reclassification of interest on repurchase agreements and suspended interest recognition.

 

(2)The total effect relates to IFRS adjustments of MCh$(84,426), which mainly stems from differences in the calculation of allowances for ECL.

 

(3)The total effect due to the elimination adjustments to conform other operating expenses is MCh$21,480. In addition the total effect of IFRS adjustments is MCh$4,579, which mainly represents reversal of write-offs of assets received in lieu of payments.

 

(4)The total effect relates to IFRS adjustments of MCh$22,739, which stems from deferred taxes.

 

(5)The total effect due to the elimination adjustments to conform the consolidated financial position data in assets is MCh$(128,730). In addition the total effect of IFRS adjustments in assets is MCh$(544,171), which mainly stems from differences in the calculation of allowances for loan losses, the acquisition of Citibank Chile and deferred taxes effects and settlement of transactions in the course of collection.

 

(6)The total effect due to the elimination adjustments to conform the consolidated financial position data in liabilities is MCh$(128,730). In addition the total effect of IFRS adjustments in liabilities is MCh$(814,984), which mainly stems from provision for minimum dividends and differences in the calculation of allowances for loan losses.

 

 C: 

F-47

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

6.Cash and Cash Equivalents:

 

(a)Details of cash and cash equivalents and its reconciliation to the Statement of Cash Flows at each year-end are as follows:

 

   2019   2020 
   MCh$   MCh$ 
Cash and due from banks:          
Cash (*)   889,911    615,842 
Current account with the Central Bank (*)   178,429    641,890 
Deposits in other domestic banks   75,651    14,506 
Deposits abroad   1,248,175    1,287,978 
Subtotal - Cash and due from banks   2,392,166    2,560,216 
           
Transactions in the course of collection   232,551    (719,692)
Highly liquid financial instruments (**)   371,063    400,014 
Repurchase agreements   114,466    34,872 
Total cash and cash equivalents   3,110,246    2,275,410 

 

(*)Amounts in cash and Central Bank deposits are mandatory reserve deposits for which the Bank must maintain a minimum specified monthly average balance.

(**)It corresponds to negotiation instruments and investment instruments, whose terms do not exceed three months from the date of acquisition.

 

  2019   2020 
  MCh$   MCh$ 
Highly liquid financial instruments:        
Financial Assets Held-for-trading   371,063    400,014 
Total   371,063    400,014 

 

(b)Transactions in the course of collection:

 

Transactions in the course of collection 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:

 

   2019   2020 
   MCh$   MCh$ 
Assets        
Documents drawn on other banks (clearing)   222,261    123,267 
Funds receivable   109,159    39,985 
Subtotal transactions in the course of collection   331,420    163,252 
           
Liabilities          
Funds payable   (98,869)   (882,944)
Subtotal transactions in the course of payment   (98,869)   (882,944)
Total transactions in the course of collection   232,551    (719,692)

 

 C: 

F-48

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

7.Financial Assets Held-for-Trading:

 

The details of financial instruments classified as held-for-trading at each period are as follows:

 

   2019   2020 
   MCh$   MCh$ 
Instruments issued by the Chilean Government and Central Bank:          
Central Bank bonds   16,490    3,186 
Central Bank promissory notes   1,008,035    4,006,490 
Other instruments issued by the Chilean Government and Central Bank   99,164    149,616 
           
Other instruments issued in Chile          
Bonds from other domestic companies   1,556    5,396 
Bonds from domestic banks   55,094    5,494 
Deposits in domestic banks   315,415    93,905 
Other instruments issued in Chile   3,272    1,003 
           
Instruments issued by foreign institutions          
Other instruments issued abroad       164 
           
Mutual fund investments          
Funds managed by related companies   373,329    400,902 
Funds managed by third-party        
Total   1,872,355    4,666,156 

 

Under “Instruments issued by the Chilean Government and Central Bank of Chile” are classified some instruments as sold under resale agreements to customers and financial institutions, by an amount of Ch$217,614 million as of December 31, 2020 (Ch$15,243 million as of December 31, 2019). Repurchase agreements had a 4 days average expiration at the end of year 2020 (3 days average expiration in 2019). Additionally, under this line are maintained instruments to comply with the requirements for the constitution of the technical reserve for an amount equivalent to Ch$2,986,000 million (Ch$699,400 million in December 2019).

 

Moreover, under this same item, other financial instruments are maintained as collateral guaranteeing the derivative transactions executed through Comder Contraparte Central S.A. for an amount of Ch$57,639 million as of December 31, 2019. As of December 31, 2020 there is no amount for this concept.

 

“Other instruments issued in Chile” include instruments sold under repurchase agreements with customers and financial instruments amounting to Ch$52,809 million as of December 31, 2020 (Ch$251,158 million as of December 31, 2019). Agreements to repurchase have an average expiration of 9 days at the end of year 2020 (7 days in December 2019).

 

Additionally, the Bank holds financial investments in mortgage financial bonds issued by itself in the amount of Ch$5,156 million as of December 31, 2020 (Ch$8,029 million as of December 31, 2019), which are presented as a reduction of the liability line item “Debt issued”.

 

 C: 

F-49

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

8.Investments under Resale Agreements and Obligations under Repurchase Agreements:

 

(a)Rights arising from resale repurchase agreements: The Bank provides financing to its customers through Repurchase Agreements and securities lending, in which the financial instrument serves as collateral. As of December 31, 2019 and 2020, the Bank has the following receivables resulting from such transactions:

 

   Up to 1 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 
   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Instruments issued by the Chilean Governments and Central Bank of Chile                                                        
Central Bank bonds   11,184                                                11,184     
Central Bank promissory notes                                                        
Other instruments issued by the Chilean Government and Central Bank   18,459    10,006                                            18,459    10,006 
Subtotal   29,643    10,006                                            29,643    10,006 
Other Instruments issued in Chile                                                                      
Deposit promissory notes from domestic banks                                                        
Mortgage bonds from domestic banks                                                        
Bonds from domestic banks   15,407                                                15,407     
Deposits in domestic banks                                                        
Bonds from other Chilean companies                                                        
Other instruments issued in Chile   57,007    29,089    29,393    20,591    10,879    16,721                            97,279    66,401 
Subtotal   72,414    29,089    29,393    20,591    10,879    16,721                            112,686    66,401 
Instruments issued by foreign institutions                                                                      
Instruments from foreign governments or Central Bank                                                        
Other instruments                                                        
Subtotal                                                        
Total   102,057    39,095    29,393    20,591    10,879    16,721                            142,329    76,407 

 

Securities received:

 

As part of investments under resale agreements the Bank has received securities that it is allowed to sell or give as collateral in case the owner of these instruments enters into default or in bankruptcy. As of December 31, 2020 the Bank held securities with a fair value of Ch$82,585 million (Ch$142,370 million in 2019).

 

 C: 

F-50

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

8.Investments under Resale Agreements and Obligations under Repurchase Agreements, continued:

 

(b)Obligations arising from repurchase agreements: The Bank obtains financing by selling financial instruments and agreeing to repurchase them in the future, plus interest at a prefixed rate. As of December 31, 2019 and 2020, the repurchase agreements are the following:

 

   Up to 1 month   Over 1 month
and up to 3
months
   Over 3 months
and up to 12 m
nths
   Over 1 year
and up to 3
years
   Over 3 years
and up to 5
years
   Over 5 years   Total 
   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Instruments issued by the Chilean Governments and Central Bank of Chile                                                        
Central Bank bonds   7,301                                                7,301     
Central Bank promissory notes   9,067    183,083                                            9,067    183,083 
Other instruments issued by the Chilean Government and Central Bank       47,763                                                47,763 
Subtotal   16,368    230,846                                            16,368    230,846 
Other Instruments issued in Chile                                                                      
Deposit promissory notes from domestic banks                                                        
Mortgage bonds from domestic banks                                                        
Bonds from domestic banks                                                        
Deposits in domestic banks   280,696    57,648    8,583    43                                    289,279    57,691 
Bonds from other Chilean companies                                                        
Other instruments issued in Chile   1,647    380            1,440                                3,087    380 
Subtotal   282,343    58,028    8,583    43    1,440                                292,366    58,071 
Instruments issued by foreign institutions                                                                      
Instruments from foreign governments or central bank                                                        
Other instruments issued by foreign                                                        
Subtotal                                                        
Total   298,711    288,874    8,583    43    1,440                                308,734    288,917 

 

Securities sold:

 

The fair value of the financial instruments delivered as collateral by the Bank and its subsidiaries, in sales transactions with repurchase agreements and securities lending as of December 31, 2020 amounts to Ch$288,523 million (Ch$305,593 million in December 2019). In the event that the Bank and its subsidiaries enter into default or bankruptcy, the counterparty is authorized to sell or deliver these investments as collateral.

 

 C: 

F-51

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

9.Derivative Instruments and Accounting Hedges:

 

(a)As of December 31, 2019 and 2020, the Bank’s portfolio of derivative instruments is detailed as follows:

 

   As of December 31, 2019 
   Notional amount   Fair value 
   contract   Asset   Liability 
   MCh$   MCh$   MCh$ 
Derivatives held for hedging of fair value            
Cross currency swap   8,166        2,547 
Interest rate swap   86,317    32    6,739 
Total derivatives held for hedging purposes   94,483    32    9,286 
Derivatives held as cash flow hedges               
Interest rate swap and cross currency swap   1,181,882    61,562    34,443 
Total Derivatives held as cash flow hedges   1,181,882    61,562    34,443 
                
Derivatives held-for-trading purposes               
Currency forward   34,499,472    956,632    673,932 
Interest rate swap   61,411,254    888,581    886,963 
Cross currency swap and interest rate swap   18,575,756    873,371    1,210,059 
Call currency options   178,414    4,961    1,529 
Put currency options   158,672    1,076    2,209 
Total derivatives held-for-trading purposes   114,823,568    2,724,621    2,774,692 
Total   116,099,933    2,786,215    2,818,421 

 

   As of December 31, 2020 
   Notional amount   Fair value 
   contract   Asset   Liability 
   MCh$   MCh$   MCh$ 
Derivatives held for hedging of fair value            
Cross currency swap   5,031        1,646 
Interest rate swap   29,508    

    4,873 
Total derivatives held for hedging purposes   34,539        6,519 
Derivatives held as cash flow hedges               
Interest rate swap and cross currency swap   1,217,457    51,062    65,172 
Total Derivatives held as cash flow hedges   1,217,457    51,062    65,172 
                
Derivatives held-for-trading purposes               
Currency forward   21,751,181    551,964    637,164 
Interest rate swap   44,189,444    1,167,416    1,189,828 
Cross currency swap and interest rate swap   18,893,219    845,831    940,565 
Call currency options   71,914    269    306 
Put currency options   57,395    1,462    2,099 
Total derivatives held-for-trading purposes   84,963,153    2,566,942    2,769,962 
Total   86,215,149    2,618,004    2,841,653 

 

 C: 

F-52

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

9.Derivative Instruments and Accounting Hedges, continued:

 

(b)Fair Value Hedges (notional):

 

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 variable 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, 2019 and 2020:

 

   As of December 31, 
   2019   2020 
   MCh$   MCh$ 
Notional Amounts          
Hedged element          
Commercial loans   8,166    5,031 
Corporate bonds   86,317    29,508 
           
Hedge instrument          
Cross currency swap   8,166    5,031 
Interest rate swap   86,317    29,508 

 

(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 and foreign exchange of borrowings from banks and bonds issued abroad in US Dollars, Hong Kong dollars, Swiss Franc, Japanese Yens, Peruvian Sol, Australian Dollars, Euros and Norwegian kroner. 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 Income Financial Statements.

 

 C: 

F-53

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

9.Derivative Instruments and Accounting Hedges, continued:

 

(c)Cash flow Hedges, continued:

 

(c.2) Below are the cash flows of borrowings from banks and bonds issued abroad objects of these hedges and the cash flows of the asset part of the derivative: 

 

   Up to 1 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 
   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Hedge element                                                                      
Outflows:                                                                      
Corporate Bond EUR                   (1,421)   (1,473)   (2,842)   (2,946)   (2,842)   (44,037)   (91,089)   (51,871)   (98,194)   (100,327)
Corporate Bond HKD                   (12,829)   (13,352)   (25,627)   (90,988)   (91,034)   (78,369)   (320,604)   (269,894)   (450,094)   (452,603)
Corporate Bond PEN           (894)   (775)   (894)   (775)   (3,575)   (3,098)   (3,575)   (3,098)   (49,651)   (41,484)   (58,589)   (49,230)
Corporate Bond CHF                   (798)   (829)   (1,597)   (94,332)   (90,095)   (121,182)   (116,765)       (209,255)   (216,343)
Corporate Bond USD                   (1,600)   (1,515)   (3,200)   (3,030)   (3,200)   (3,030)   (43,994)   (40,140)   (51,994)   (47,715)
Obligation USD   (216)   (202)   (336)   (76)   (884)   (157,455)   (166,592)                       (168,028)   (157,733)
Corporate Bond JPY           (34,638)       (2,121)   (2,115)   (38,596)   (38,110)   (3,482)   (3,472)   (193,625)   (191,351)   (272,462)   (235,048)
Corporate Bond AUD           (428)   (970)   (3,274)   (3,928)   (7,399)   (9,796)   (7,401)   (9,799)   (156,499)   (206,991)   (175,001)   (231,484)
Corporate Bond NOK                   (2,341)   (2,275)   (4,682)   (4,550)   (4,682)   (4,550)   (75,919)   (71,491)   (87,624)   (82,866)
                                                                       
Hedge instrument                                                                      
Inflows:                                                                      
Cross Currency Swap EUR                   1,421    1,473    2,842    2,946    2,842    44,037    91,089    51,871    98,194    100,327 
Cross Currency Swap HKD                   12,829    13,352    25,627    90,988    91,034    78,369    320,604    269,894    450,094    452,603 
Cross Currency Swap PEN           894    775    894    775    3,575    3,098    3,575    3,098    49,651    41,484    58,589    49,230 
Cross Currency Swap CHF                   798    829    1,597    94,332    90,095    121,182    116,765        209,255    216,343 
Cross Currency Swap USD                   1,600    1,515    3,200    3,030    3,200    3,030    43,994    40,140    51,994    47,715 
Cross Currency Swap USD   216    202    336    76    884    157,455    166,592                        168,028    157,733 
Cross Currency Swap JPY           34,638        2,121    2,115    38,596    38,110    3,482    3,472    193,625    191,351    272,462    235,048 
Cross Currency Swap AUD           428    970    3,274    3,928    7,399    9,796    7,401    9,799    156,499    206,991    175,001    231,484 
Cross Currency Swap NOK                   2,341    2,275    4,682    4,550    4,682    4,550    75,919    71,491    87,624    82,866 
                                                                       
Net cash flows                                                        

 

 C: 

F-54

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

9.Derivative Instruments and Accounting Hedges, continued:

 

(c)Cash flow Hedges, continued:

 

(c.2)Below are the cash flows of the underlying assets portfolio and the cash flow of the liability part of the derivatives:

 

   Up to 1 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 
   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Hedge element                                                                      
Inflows:                                                                      
Cash flows in CLF   156    160    33,648    280    21,062    186,116    234,065    213,673    280,074    246,244    795,068    741,654    1,364,073    1,388,127 
                                                                       
Hedge instrument                                                                      
Outflows:                                                                      
Cross Currency Swap HKD   (156)   (160)           (8,798)   (9,035)   (17,906)   (72,728)   (69,035)   (76,073)   (268,034)   (206,514)   (363,929)   (364,510)
Cross Currency Swap PEN           (47)   (48)   (48)   (49)   (188)   (194)   (189)   (194)   (31,223)   (31,965)   (31,695)   (32,450)
Cross Currency Swap JPY           (33,570)       (4,096)   (4,195)   (40,344)   (40,526)   (6,424)   (6,596)   (199,778)   (201,852)   (284,212)   (253,169)
Cross Currency Swap USD                   (1,275)   (165,634)   (161,941)   (1,311)   (1,281)   (1,317)   (37,242)   (37,584)   (201,739)   (205,846)
Cross Currency Swap CHF                   (3,858)   (3,929)   (7,653)   (91,923)   (197,107)   (114,409)           (208,618)   (210,261)
Cross Currency Swap EUR                   (1,857)   (1,912)   (3,715)   (3,805)   (3,718)   (44,464)   (85,686)   (45,439)   (94,976)   (95,620)
Cross Currency Swap AUD           (31)   (232)   (521)   (738)   (1,103)   (1,939)   (1,104)   (1,942)   (108,622)   (152,709)   (111,381)   (157,560)
Cross Currency Swap NOK                   (609)   (624)   (1,215)   (1,247)   (1,216)   (1,249)   (64,483)   (65,591)   (67,523)   (68,711)
                                                                       
Net cash flows                                                        

 

 C: 

F-55

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

9.Derivative Instruments and Accounting Hedges, continued:

 

(c)Cash flow Hedges, continued:

 

With respect to CLF assets hedged, these are revalued monthly according to the variation of the UF, which is equivalent to monthly reinvestment of the assets until maturity of the relationship hedging.

 

(c.3)The unrealized results generated during the year 2020 by those derivative contracts that conform the hedging instruments in this cash flow hedging strategy have been recorded in equity in an amount totaling Ch$10,358 million (a charge to equity for Ch$37,546 million in 2019 and a charge to equity for Ch$30,943 million in 2018). The net effect of tax credit to equity amounts for Ch$7,561 million in 2020 (a charge to equity for Ch$27,408 million in 2019 and a charge to equity for Ch$22,589 million in 2018).

 

The accumulated balance for this concept net of income tax as of December 31, 2020 corresponds to a debit to equity amounting Ch$51,830 million (a debit to equity amounting to Ch$59,391 million in 2019 and a debit to equity for Ch$31,983 million in 2018).

 

(c.4)The effect of the cash flow hedging derivatives that offset the result of the hedged instruments corresponds to a charge to income of Ch$39,449 million in 2020 (a credit to income for Ch$84,684 million in 2019 and a credit to income for Ch$85,659 million in 2018).

 

(c.5)As of December 31, 2020 and 2019, there was no inefficiency in the Bank’s cash flow hedge, because as both the hedge item and hedge instruments are mirrors of the other, all variation of value attributable to rate and revaluation components are almost entirely netted.

 

(c.6)As of December 31, 2020 and 2019, the Bank had no hedges of net investments in foreign businesses.

 

 C: 

F-56

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

10.Loans and Advances to Banks, net:

 

(a)As of December 31, 2019 and 2020, loans and advance to banks, net are detailed as follows:

 

   2019   2020 
  

MCh$

  

MCh$

 
Domestic Banks          
Interbank loans   150,007    260,002 
Other credits with domestic banks        
Provisions for loans to domestic banks   (33)   (214)
Subtotal   149,974    259,788 
           
Foreign Banks          
Loans to foreign banks   289,337    185,858 
Credits with third countries   8,934    167 
Chilean export trade banks   61,860    113,596 
Provisions for loans to foreign banks   (77)   (244)
Subtotal   360,054    299,377 
           
Central Bank of Chile          
Central Bank deposits   630,053    2,380,033 
Other Central Bank credits        
Subtotal   630,053    2,380,033 
Total   1,140,081    2,939,198 

 

(b)Impairment allowance for due from banks:

 

i.The credit quality and the maximum exposure to credit risk based on the Bank’s internal credit rating system and year-end stage classification as of December 31, 2019 and 2020, is as follows:

 

   2019   2020 
  

Stage 1
Individual

  

Stage 2
Individual

  

Stage 3
Individual

   Total  

Stage 1
Individual

  

Stage 2
Individual

  

Stage 3
Individual

   Total 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Domestic Banks                                        
Normal   150,007            150,007    260,002            260,002 
Substandard                                
Non-complying                                
Subtotal   150,007            150,007    260,002            260,002 
                                         
Foreign Banks                                        
Normal   238,491    121,640        360,131    299,621            299,621 
Substandard                                
Non-complying                                
Subtotal   238,491    121,640        360,131    299,621            299,621 
                                         
Central Bank of Chile                                        
Normal   630,053            630,053    2,380,033            2,380,033 
Substandard                                
Non-complying                                
Subtotal   630,053            630,053    2,380,033            2,380,033 
Total   1,018,551    121,640        1,140,191    2,939,656            2,939,656 

 

 C: 

F-57

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

10.Loans and Advances to Banks, net, continued:

 

(b)Impairment allowance for due from banks, continued:

 

ii.Changes in gross carrying amount and corresponding allowance for ECL by stage as of December 31, 2019 and 2020, is as follows:

 

   Changes as of December 31, 2019 
   Stage 1
Individual
   Stage 2
Individual
   Stage 3
Individual
  

Total

 
  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
ECL allowances as of January 1, 2019   1,467,502    937    27,894    75            1,495,396    1,012 
Net change on Balance*   (321,373)   (832)   (6,339)   (48)           (327,712)   (880)
Transfer to Stage 1   16,405    26    (16,405)   (26)                
Transfer to Stage 2   (126,709)   (27)   126,709    27                 
Transfer to Stage 3                                
Impact on year-end ECL of exposures transferred between stages during the year **                                
Changes to models and assumptions                                
Amounts written off                                
Foreign exchange adjustments   (17,274)   (20)   (10,219)   (2)           (27,493)   (22)
Total   1,018,551    84    121,640    26            1,140,191    110 

 

   Changes as of December 31, 2020 
   Stage 1
Individual
   Stage 2
Individual
   Stage 3
Individual
   Total 
  

Gross carrying amount

  

ECL

  

Gross carrying
amount

  

ECL

  

Gross carrying
amount

  

ECL

  

Gross carrying
amount

  

ECL

 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
ECL allowances as of January 1, 2020   1,018,551    84    121,640    26            1,140,191    110 
Net change on Balance *   1,845,572    (84)   (45,547)   (26)           1,800,025    (110)
Transfer to Stage 1   86,986        (86,986)                    
Transfer to Stage 2                                
Transfer to Stage 3                                
Impact on year-end ECL of exposures transferred between stages during the year **                                
Changes to models and assumptions       458                        458 
Amounts written off                                
Foreign exchange adjustments   (11,453)       10,893                (560)    
Total   2,939,656    458                    2,939,656    458

 

*Net change between assets originated and assets repaid, excluding write offs.

**Represents the change in the year-end ECLs of exposures that were transferred from one stage to another during the year.

 

 C: 

F-58

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

11.Loans to Customers at amortized cost:

 

(a)Loans to Customers:

 

As of December 31, 2019 and 2020, the composition of our portfolio of loans is the following:

 

   As of December 31, 2019   As of December 31, 2020 
   Assets before Allowances   Allowances established   Net assets   Assets before Allowances  

Allowances established

(3)

   Net assets 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Commercial loans (2)                        
Commercial loans   12,144,720    (197,530)   11,947,190    14,398,446    (381,243)   14,017,203 
Foreign trade loans   1,431,794    (12,306)   1,419,488    967,646    (18,341)   949,305 
Current account debtors   265,762    (9,443)   256,319    120,539    (6,293)   114,246 
Factoring transactions   688,198    (4,878)   683,320    373,903    (5,673)   368,230 
Student loans   56,219    (2,442)   53,777    57,552    (2,390)   55,162 
Commercial lease transactions (1)   1,619,772    (18,746)   1,601,026    1,592,905    (51,175)   1,541,730 
Other loans and accounts receivable   87,747    (9,456)   78,291    90,606    (16,275)   74,331 
Subtotal   16,294,212    (254,801)   16,039,411    17,601,597    (481,390)   17,120,207 
Mortgage loans                              
Mortgage bonds   14,808    (174)   14,634    9,363    (57)   9,306 
Transferable mortgage loans   32,386    (157)   32,229    24,105    (76)   24,029 
Other residential real estate mortgage loans   9,148,811    (43,363)   9,105,448    9,198,834    (33,501)   9,165,333 
Credits from ANAP   4        4    2        2 
Other loans and accounts receivable   10,718    (14)   10,704    155,068    (1,018)   154,050 
Subtotal   9,206,727    (43,708)   9,163,019    9,387,372    (34,652)   9,352,720 
Consumer loans                              
Consumer loans in installments   3,039,560    (281,437)   2,758,123    2,711,541    (257,574)   2,453,967 
Current account debtors   296,374    (14,450)   281,924    158,756    (6,441)   152,315 
Credit card debtors   1,195,614    (54,304)   1,141,310    1,077,445    (55,625)   1,021,820 
Consumer lease transactions (1)   69        69    302    (2)   300 
Other loans and accounts receivable   716    (533)   183    677    (423)   254 
Subtotal   4,532,333    (350,724)   4,181,609    3,948,721    (320,065)   3,628,656 
Total   30,033,272    (649,233)   29,384,039    30,937,690    (836,107)   30,101,583 

 

(1)In this item, the Bank finances its clients’ purchases of assets, including real estate and other personal property, through financial lease agreements. As of December 31, 2020, Ch$803,238 million corresponds to financial leases for real estate (Ch$779,682 million in December 2019) and Ch$789,969 million corresponds to financial leases for other assets (Ch$840,159 million in December 2019).

(2)As of December 31, 2020, under the Commercial Loans item, operations are maintained that guarantee obligations maintained with the Central Bank of Chile as part of the Loan Increase Conditional Credit Facility program (FCIC by its Spanish initials) for an approximate amount of Ch$2,021,688 million.
(3)Include an additional overlay related to the measures associated with the COVID-19 contingency. See Note No. 42(2)(l).

 

 C: 

F-59

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

11.Loans to Customers at amortized cost, continued:

 

(b)Impairment allowance for loans to customers:

 

i.The credit quality and the maximum exposure to credit risk based on the Bank’s internal credit rating system and year-end stage classification as of December 31, 2019 and 2020, are as follows:

 

   2019 
   Stage 1   Stage 2   Stage 3         
   Individual   Group   Individual   Group   Individual   Group   POCI   Total 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Commercial loans                                
Normal   9,880,799    3,369,494    1,987,763    561,831        779        15,800,666 
Substandard           71,718                    71,718 
Non-complying   

    

    

    

    152,972    267,220    1,636    421,828 
Subtotal   9,880,799    3,369,494    2,059,481    561,831    152,972    267,999    1,636    16,294,212 
                                         
Mortgage loans                                        
Normal       8,209,100        822,524                9,031,624 
Non-complying   

    

    

    

    

    175,103    

    175,103 
Subtotal   

    8,209,100    

    822,524    

    175,103    

    9,206,727 
                                         
Consumer loans                                        
Normal       3,860,973        372,814        7,555        4,241,342 
Non-complying   

    

    

    

    

    290,903    88    290,991 
Subtotal   

    3,860,973    

    372,814    

    298,458    88    4,532,333 
Total   9,880,799    15,439,567    2,059,481    1,757,169    152,972    741,560    1,724    30,033,272 

 

   2020 
   Stage 1   Stage 2   Stage 3       
   Individual   Group   Individual   Group   Individual   Group   POCI   Total 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Commercial loans                                
Normal   8,918,334    4,291,198    3,467,569    199,810    964    613    42    16,878,530 
Substandard           194,242                1,627    195,869 
Non-complying   

    

    

    

    203,485    321,511    2,202    527,198 
Subtotal   8,918,334    4,291,198    3,661,811    199,810    204,449    322,124    3,871    17,601,597 
                                         
Mortgage loans                                        
Normal       8,664,761        401,997        1,078        9,067,836 
Non-complying   

    

    

    

    

    319,122    414    319,536 
Subtotal   

    8,664,761    

    401,997    

    320,200    414    9,387,372 
                                         
Consumer loans                                        
Normal       3,295,502        324,440        2,419    28    3,622,389 
Non-complying   

    

    

    

    

    324,683    1,649    326,332 
Subtotal   

    3,295,502    

    324,440    

    327,102    1,677    3,948,721 
Total   8,918,334    16,251,461    3,661,811    926,247    204,449    969,426    5,962    30,937,690 

 

 C: 

F-60

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

11.Loans to Customers at amortized cost, continued:

 

(b)Impairment allowance for loans to customers, continued:

 

ii.Changes in gross carrying amount and corresponding allowance for ECL by stage as of December 31, 2019 and 2020, is as follows:

 

   Changes as of December 31, 2019 
   Stage 1   Stage 2   Stage 3         
   Individual   Group   Individual   Group   Individual   Group   POCI   Total 
  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Commercial loans                                                                
Balance as of January 1, 2019   9,426,420    24,880    3,049,264    21,594    2,134,848    32,343    460,251    21,167    120,564    32,694    246,436    95,887    615    299    15,438,398    228,864 
Net change on Balance *   861,027    (14,709)   452,929    3,915    (231,267)   (3,240)   57,965    5,054    (9,953)   7,859    (13,173)   36,913    1,027    (13)   1,118,555    35,779 
Transfer to Stage 1   873,349    9,699    1,005,072    49,310    (873,232)   (9,606)   (1,002,422)   (48,694)   (117)   (93)   (2,650)   (616)                
Transfer to Stage 2   (1,120,580)   (4,449)   (1,118,008)   (19,312)   1,130,960    7,184    1,168,875    28,065    (10,380)   (2,734)   (50,867)   (8,754)                
Transfer to Stage 3   (2,593)   (99)   (13,769)   (1,050)   (65,157)   (10,055)   (121,315)   (12,628)   67,750    10,153    135,084    13,679                 
Impact on year-end ECL of exposures transferred between stages during the year**       (7,346)       (36,508)       7,092        39,878        9,378        16,666                29,160 
Changes to models and assumptions       944        (82)       18,860        (861)               (470)       (5)       18,386 
Amounts written off           (55)   (55)   (65)   (65)   (371)   (371)   (8,587)   (8,587)   (46,614)   (46,614)   (6)   (6)   (55,698)   (55,698)
Foreign exchange adjustments   (156,824)   25    (5,939)   (69)   (36,606)   (107)   (1,152)   (83)   (6,305)   (1,374)   (217)   (82)           (207,043)   (1,690)
Subtotal Commercial loans   9,880,799    8,945    3,369,494    17,743    2,059,481    42,406    561,831    31,527    152,972    47,296    267,999    106,609    1,636    275    16,294,212    254,801 
                                                                                 
Mortgage loans                                                                                
Balance as of January 1, 2019           6,893,619    724            993,085    16,895            165,369    16,711            8,052,073    34,330 
Net change on Balance *           1,312,226    739            (117,481)   6,768            (32,301)   552            1,162,444    8,059 
Transfer to Stage 1           1,516,595    16,318            (1,516,155)   (16,281)           (440)   (37)                
Transfer to Stage 2           (1,513,235)   (742)           1,532,523    2,239            (19,288)   (1,497)                
Transfer to Stage 3           (105)               (69,448)   (2,770)           69,553    2,770                 
Impact on year-end ECL of exposures transferred between stages during the year**               (15,913)               19,262                2,225                5,574 
Changes to models and assumptions               285                3,250                                3,535 
Amounts written off                                           (7,790)   (7,790)           (7,790)   (7,790)
Foreign exchange adjustments                                                                
Subtotal Mortgage loans   

    

    8,209,100    1,411    

    

    822,524    29,363    

    

    175,103    12,934    

    

    9,206,727    43,708 
                                                                                 
Consumer loans                                                                                
Balance as of January 1, 2019           3,166,290    49,273            975,898    110,292            293,973    162,619            4,436,161    322,184 
Net change on Balance *           493,973    60,685            (212,059)   (48,295)           67,033    139,704    88    44    349,035    152,138 
Transfer to Stage 1           1,688,787    243,865            (1,679,389)   (240,444)           (9,398)   (3,421)                
Transfer to Stage 2           (1,472,886)   (90,968)           1,588,909    129,954            (116,023)   (38,986)                
Transfer to Stage 3           (12,204)   (2,646)           (299,286)   (78,223)           311,490    80,869                 
Impact on year-end ECL of exposures transferred between stages during the year**               (161,427)               203,042                84,786                126,401 
Changes to models and assumptions                                                                
Amounts written off           (120)   (120)           (978)   (978)           (248,614)   (248,614)           (249,712)   (249,712)
Foreign exchange adjustments           (2,867)   (126)           (281)   (113)           (3)   (48)           (3,151)   (287)
Subtotal Consumer loans   

    

    3,860,973    98,536    

    

    372,814    75,235    

    

    298,458    176,909    88    44    4,532,333    350,724 
Total   9,880,799    8,945    15,439,567    117,690    2,059,481    42,406    1,757,169    136,125    152,972    47,296    741,560    296,452    1,724    319    30,033,272    649,233 

 

*Net change between assets originated and assets repaid, excluding write offs.
**Represents the change in the year-end ECLs of exposures that were transferred from one stage to another during the year.

 

 C: 

F-61

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

11.Loans to Customers at amortized cost, continued:

 

(b)Impairment allowance for loans to customers, continued:

 

   Changes as of December 31, 2020 
   Stage 1   Stage 2   Stage 3         
   Individual   Group   Individual   Group   Individual   Group   POCI   Total 
  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

  

Gross carrying amount

  

ECL

 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Commercial loans                                                                
Balance as of January 1, 2020   9,880,799    8,945    3,369,494    17,743    2,059,481    42,406    561,831    31,527    152,972    47,296    267,999    106,609    1,636    275    16,294,212    254,801 
Net change on Balance *   786,574    26,720    551,556    26,706    17,987    110,560    114,618    12,959    (26,075)   7,313    13,863    41,847    2,527    1,328    1,461,050    227,433 
Transfer to Stage 1   501,608    3,278    1,640,602    76,242    (501,608)   (3,278)   (1,636,469)   (75,140)           (4,133)   (1,102)                
Transfer to Stage 2   (2,224,652)   (6,538)   (1,236,055)   (16,158)   2,232,210    7,431    1,308,926    32,656    (7,558)   (893)   (72,871)   (16,498)                
Transfer to Stage 3   (5,865)   (17)   (32,996)   (1,000)   (84,410)   (15,037)   (146,784)   (14,807)   90,275    15,054    179,780    15,807                 
Impact on year-end ECL of exposures transferred between stages during the year**       (2,031)       (55,735)       35,905        31,119        12,246        21,137                42,641 
Changes to models and assumptions       15,097        36,476        (8,106)       (2,555)       11,812        (22,816)       (27)       29,881 
Amounts written off           (77)   (77)   (1,561)   (1,561)   (3,710)   (3,710)   (1,446)   (1,446)   (62,107)   (62,107)   (292)   (292)   (69,193)   (69,193)
Foreign exchange adjustments   (20,130)   (82)   (1,326)   (42)   (60,288)   (2,131)   1,398    54    (3,719)   (1,671)   (407)   (301)           (84,472)   (4,173)
Subtotal Commercial loans   8,918,334    45,372    4,291,198    84,155    3,661,811    166,189    199,810    12,103    204,449    89,711    322,124    82,576    3,871    1,284    17,601,597    481,390 
                                                                                 
Mortgage loans                                                                                
Balance as of January 1, 2020           8,209,100    1,411            822,524    29,363            175,103    12,934            9,206,727    43,708 
Net change on Balance *           302,255    (317)           (81,433)   (7,192)           (26,928)   11,593    414    37    194,308    4,121 
Transfer to Stage 1           1,456,154    29,878            (1,455,965)   (29,859)           (189)   (19)                
Transfer to Stage 2           (1,231,376)   (1,244)           1,274,646    4,951            (43,270)   (3,707)                
Transfer to Stage 3           (71,361)   (243)           (153,543)   (7,104)           224,904    7,347                 
Impact on year-end ECL of exposures transferred between stages during the year**               (28,455)               20,805                9,804                2,154 
Changes to models and assumptions               6,638                (511)               (7,788)       (7)       (1,668)
Amounts written off           (11)   (11)           (4,232)   (4,232)           (9,420)   (9,420)           (13,663)   (13,663)
Foreign exchange adjustments                                                                
Subtotal Mortgage loans   

    

    8,664,761    7,657    

    

    401,997    6,221    

    

    320,200    20,744    414    30    9,387,372    34,652 
                                                                                 
Consumer loans                                                                                
Balance as of January 1, 2020           3,860,973    98,536            372,814    75,235            298,458    176,909    88    44    4,532,333    350,724 
Net change on Balance *           (243,577)   (15,947)           (126,358)   (34,347)           34,201    113,480    1,614    650    (334,120)   63,836 
Transfer to Stage 1           963,136    189,887            (957,243)   (187,255)           (5,893)   (2,632)                
Transfer to Stage 2           (1,216,941)   (78,494)           1,302,454    117,252            (85,513)   (38,758)                
Transfer to Stage 3           (68,493)   (6,780)           (264,083)   (68,958)           332,576    75,738                 
Impact on year-end ECL of exposures transferred between stages during the year**               (134,853)               141,034                83,947                90,128 
Changes to models and assumptions               93,176                10,048                (37,619)       (149)       65,456 
Amounts written off           (122)   (122)           (3,272)   (3,272)           (246,703)   (246,703)   (25)   (25)   (250,122)   (250,122)
Foreign exchange adjustments           526    (4)           128    52            (24)   (5)           630    43 
Subtotal Consumer loans   

    

    3,295,502    145,399    

    

    324,440    49,789    

    

    327,102    124,357    1,677    520    3,948,721    320,065 
                                                                                 
Total   8,918,334    45,372    16,251,461    237,211    3,661,811    166,189    926,247    68,113    204,449    89,711    969,426    227,677    5,962    1,834    30,937,690    836,107 

 

*Net change between assets originated and assets repaid, excluding write offs.
**Represents the change in the year-end ECLs of exposures that were transferred from one stage to another during the year.

 

 C: 

F-62

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

11.Loans to Customers at amortized cost, continued:

 

(c)Allowances for loan losses:

 

Changes in allowances for loan losses during 2019 and 2020 are as follows:

 

   Commercial   Mortgage   Consumer   Total 
   MCh$   MCh$   MCh$   MCh$ 
Balance as of January 1, 2019   228,864    34,330    322,184    585,378 
Charge-offs   (55,698)   (7,790)   (249,712)   (313,200)
Sales or transfers of credits                
Allowances (released) established, net   81,635    17,168    278,252    377,055 
Balance as of December 31, 2019   254,801    43,708    350,724    649,233 
Charge-offs   (69,193)   (13,663)   (250,122)   (332,978)
Sales or transfers of credits   (107)           (107)
Allowances (released) established, net   295,889    4,607    219,463    519,959 
Balance as of December 31, 2020   481,390    34,652    320,065    836,107 

 

(d)Financial Lease Contracts:

 

As of December 31, 2019 and 2020, the Bank’s scheduled cash flows to be received from financial leasing contracts have the following maturities as follows:

 

   Total receivable   Unearned income   Net lease receivable (*) 
   2019   2020   2019   2020   2019   2020 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Due within one year   544,067    521,445    (58,871)   (52,438)   485,196    469,007 
Due after 1 year but within 2 years   392,832    373,304    (42,302)   (37,958)   350,530    335,346 
Due after 2 years but within 3 years   258,331    245,667    (27,329)   (25,084)   231,002    220,583 
Due after 3 years but within 4 years   163,847    161,492    (18,361)   (17,433)   145,486    144,059 
Due after 4 years but within 5 years   108,192    110,743    (13,242)   (12,841)   94,950    97,902 
Due after 5 years   335,695    350,679    (30,313)   (28,994)   305,382    321,685 
Total   1,802,964    1,763,330    (190,418)   (174,748)   1,612,546    1,588,582 

 

(*)The net balance receivable does not include the total overdue portfolio totaling Ch$7,295 million and Ch$4,625 million as of December 31, 2019 and 2020, respectively. This overdue portfolio only reflects the past due portion without considering the remaining outstanding principal and interest.

 

The leasing contracts are related to real estate, industrial machinery, vehicles and transport equipment. The leasing contracts have an average life of between 2 and 15 years.

 

 C: 

F-63

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

11.Loans to Customers at amortized cost, continued:

 

(e)Loans by industry sector:

 

The following table details the Bank’s loan portfolio (before allowances for loans losses) as of December 31, 2019 and 2020 by the customer’s industry sector and their respective economic activity:

 

   Location                 
   Chile   Abroad   Total 
   2019   2020   2019   2020   2019  

% of Loan

   2020   % of Loan  
   MCh$   MCh$   MCh$   MCh$   MCh$   Portfolio   MCh$   Portfolio 
Agriculture, Livestock, Forestry, Agribusiness, Fishing:                                
Agriculture and livestock   677,421    642,941            677,421    2.26    642,941    2.08 
Fruit   793,997    849,625            793,997    2.64    849,625    2.75 
Forestry and wood extraction   152,050    154,661            152,050    0.51    154,661    0.50 
Fishing   140,706    135,487            140,706    0.47    135,487    0.44 
Mining and Petroleum:                                        
Mining and quarries   604,660    470,607            604,660    2.01    470,607    1.52 
Natural gas and crude oil extraction                                
Manufacturing:                                        
Tobacco, food and beverages   571,663    539,144            571,663    1.90    539,144    1.74 
Textiles, clothing and leather goods   49,062    40,344            49,062    0.16    40,344    0.13 
Wood and wood products   54,052    68,892            54,052    0.18    68,892    0.22 
Paper, printing and publishing   36,958    42,988            36,958    0.12    42,988    0.14 
Oil refining, carbon and rubber   304,619    86,358            304,619    1.01    86,358    0.28 
Production of basic metal, non-mineral, machine and equipment   416,361    403,924            416,361    1.39    403,924    1.31 
Other manufacturing industries   192,257    166,118            192,257    0.64    166,118    0.54 
Electricity, Gas and Water:                                        
Electricity, gas and water   325,143    395,598            325,143    1.08    395,598    1.28 
Construction:                                        
Residential buildings   2,041,437    2,328,498            2,041,437    6.80    2,328,498    7.53 
Other constructions   101,262    125,081            101,262    0.34    125,081    0.40 
Commerce:                                        
Wholesale   1,108,578    1,137,766    2,355        1,110,933    3.70    1,137,766    3.68 
Retail, restaurants and hotels   946,605    1,399,039    8,834    7,341    955,439    3.18    1,406,380    4.55 
Transport, Storage and Communications:                                        
Transport and storage   1,193,450    1,239,443            1,193,450    3.97    1,239,443    4.01 
Communications   40,637    214,961            40,637    0.14    214,961    0.69 
Financial Services:                                        
Financial and insurance companies   2,268,538    2,019,017    3,060        2,271,598    7.56    2,019,017    6.53 
Real estate and other financial services   315,961    330,868        1,448    315,961    1.05    332,316    1.07 
Community, Social and Personal Services:                                        
Community, social and personal services   2,267,433    3,052,513    436    1,681    2,267,869    7.55    3,054,194    9.87 
Others   1,676,677    1,747,254            1,676,677    5.59    1,747,254    5.67 
Consumer Loans   4,532,333    3,948,721            4,532,333    15.09    3,948,721    12.76 
Residential Mortgage Loans   9,206,727    9,387,372            9,206,727    30.66    9,387,372    30.33 
Total   30,018,587    30,927,220    14,685    10,470    30,033,272    100.00    30,937,690    100.00 

 

 C: 

F-64

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

11.Loans to Customers at amortized cost, continued:

 

(f)Purchase of loan portfolio

 

During the year ended December 31, 2019 and 2020 the Bank did not acquire portfolio loans.

 

(g)Sale or transfer of credits from the loans to customers:

 

During 2018, 2019 and 2020 the Bank has carried out transactions of sale or transfer of the loan portfolio according to the following:

 

  

As of December 31, 2018 

 
   Carrying
amount
   Allowances
released
   Sale price   Effect on income
(loss) gain (*)
 
  

MCh$ 

  

MCh$ 

  

MCh$ 

  

MCh$ 

 
Sale of outstanding loans   22,567    (958)   21,876    267 
Sale of write-off loans                
Total   22,567    (958)   21,876    267 

 

  

As of December 31, 2019 

 
   Carrying
amount
   Allowances
released
   Sale price   Effect on income
(loss) gain (*)
 
  

MCh$ 

  

MCh$ 

  

MCh$ 

  

MCh$ 

 
Sale of outstanding loans   12,420        12,420          — 
Sale of write-off loans                
Total   12,420        12,420     

 

  

As of December 31, 2020 

 
   Carrying
amount
   Allowances
released
   Sale price   Effect on income
(loss) gain (*)
 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Sale of outstanding loans   43,957    (107)   43,889    39 
Sale of write-off loans                
Total   43,957    (107)   43,889    39 

 

(*)See Note No. 31

 

(h)Own assets securitizations:

 

During 2019 and 2020 the Bank did not execute securitization transactions involving its own assets.

 

 C: 

F-65

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

12.Financial Assets at Fair Value through Other Comprehensive Income:

 

As of December 31, 2019 and 2020, financial assets are detailed as follows:

 

   2019   2020 
  

MCh$

  

MCh$

 
Debt instruments at fair value through OCI   1,357,846    1,060,523 
Equity instruments valued at fair value through OCI   8,497    7,630 
Total   1,366,343    1,068,153 

 

(a)Debt instruments at fair value through OCI:

 

(a.1)The breakdown of the balance under the heading “Debt instruments at fair value through OCI” as of December 31, 2019 and 2020 is, as follows:

 

   2019   2020 
  

MCh$

  

MCh$

 
Instruments issued by the Chilean Government and the Central Bank of Chile:          
Bonds issued by the Chilean Government and the Central Bank of Chile   76,358    109 
Promissory notes issued by the Chilean Government and the Central Bank of Chile   16,466     
Other instruments   16,238    163,491 
           
Other instruments issued in Chile:          
Mortgage bonds from domestic banks   122,291    128,763 
Bonds from domestic banks   15,927    15,887 
Deposits from domestic banks   1,020,842    685,392 
Bonds from other Chilean companies   1,395    34,539 
Other instruments   68,476    32,342 
           
Instruments issued by foreign institutions:          
Other instruments   19,853     
Total   1,357,846    1,060,523 

 

Instruments of the Government and the Central Bank of Chile include instruments sold under repurchase agreements to clients and financial institutions for an amount of Ch$13,268 million in December 2020. The repurchase agreements have an average maturity of 5 days in December 2020. As of December 31, 2019 there is no amount for this concept.

 

Under the instruments issued abroad mainly include bonds of local companies issued abroad.

 

As of December 31, 2020, the portfolio of financial assets at FVOCI includes a net unrealized gain of Ch$9,054 million, recorded in other comprehensive income within equity (Ch$15,290 million as of December 31, 2019).

 

As of December 31, 2020 the impairment for debt instruments at Fair Value through OCI was Ch$3,084 million (Ch$7,736 million as of December 31, 2019).

 

 C: 

F-66

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

12.Financial Assets at Fair Value through Other Comprehensive Income, continued:

 

(a)Debt instruments at fair value through OCI, continued:

 

(a.2)The credit ratings of the issuers of debt instruments as of December 31, 2019 and 2020, are as follows:

 

   As of December 31, 2019   As of December 31, 2020 
  

Stage 1

Individual

  

Stage 2

Individual

  

Stage 3

Individual

  

Total

Individual

  

Stage 1

Individual

  

Stage 2

Individual

  

Stage 3

Individual

  

Total

Individual

 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Debt Instrument                                        
Investment grade   1,269,516            1,269,516    1,027,965    216        1,028,181 
Non-investment grade                                
Without rating   88,330            88,330    32,342            32,342 
Total   1,357,846            1,357,846    1,060,307    216        1,060,523 

 

(a.3)Analysis of changes in the fair value and corresponding allowance for ECL by stage for debt instruments measured at FVOCI as of December 31, 2019 and 2020, is as follows:

 

  

Stage 1

Individual

  

Stage 2

Individual

  

Stage 3

Individual

   Total 
  

Fair value

  

ECL

  

Fair value

  

ECL

  

Fair value

  

ECL

  

Fair value

  

ECL

 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Balance as of January 1, 2019   1,043,440    4,268                    1,043,440    4,268 
Net change on Balance *   275,797    327    (19)   (1)           275,778    326 
Change in fair value   32,995                        32,995     
Transfer to Stage 1                                
Transfer to Stage 2   (19)   (1)   19    1                 
Transfer to Stage 3                                
Impact on year-end ECL of exposures transferred between stages during the year **                                
Impact of net re-measurement of year-end ECL       3,102                        3,102 
Amounts written off                                
Foreign exchange adjustments   5,633    40                    5,633    40 
Balance as of December 31, 2019   1,357,846    7,736                    1,357,846    7,736 
                                         
Balance as of January 1, 2020   1,357,846    7,736                    1,357,846    7,736 
Net change on Balance *   (306,649)   1,519    (255)   (7)           (306,904)   1,512 
Change in fair value   14,217        (6)               14,211     
Transfer to Stage 1                                
Transfer to Stage 2   (477)   (12)   477    12                 
Transfer to Stage 3                                
Impact on year-end ECL of exposures transferred between stages during the year **               1                1 
Impact of net re-measurement of year-end ECL       (6,120)                       (6,120)
Amounts written off                                
Foreign exchange adjustments   (4,630)   (45)                   (4,630)   (45)
Balance as of December 31, 2020   1,060,307    3,078    216    6            1,060,523    3,084 

 

*Net change between assets purchased and assets derecognized, excluding write offs.

**Represents the change in the year-end ECLs of exposures that were transferred from one stage to another during the year.

 

 C: 

F-67

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

12.Financial Assets at Fair Value through Other Comprehensive Income, continued:

 

(b)Equity instruments at fair value through OCI:

 

The breakdown of the balance under the heading “Equity instruments at fair value through OCI” as of December 31, 2019 and 2020 is as follows:

 

   2019   2020 
   MCh$   MCh$ 
Equity instruments issued in Chile   7,446    6,869 
Equity instruments issued by foreign institutions   1,051    761 
Total   8,497    7,630 

 

The equity investments issued by foreign institutions represent shares of currency exchange offices and servicing companies that the Bank is obliged to hold in order to benefit from these services. Shares that do not have an active market and their value cannot be reliably measured are presented at cost, the difference between cost and fair value is not expected to be significant.

 

(c)Realized and unrealized profits:

 

Realized profits and losses are calculated as the proceeds from sales less the cost (specific identification method) of the investments identified as for sale and fair value through OCI. In addition, any unrealized profit or loss previously recorded in other comprehensive income for these investments is reclassified when recorded in the income statements.

 

The gross gains (losses) realized in sale of financial instruments, as of December 31, 2018, 2019 and 2020, is recorded in the item “Net financial operating income” (Note No. 31).

 

Change in profits and losses unrealized on the sale of debt instruments for the periods ended December 31, 2018, 2019 and 2020 are as follows:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Net gain (loss) on financial assets before income tax (1)   (13,878)   15,969    (8,540)
Tax (expense) benefit   3,757    (4,328)   2,304 
Net of tax amount (2)   (10,121)   11,641    (6,236)

 

(1)As of December 31, 2018, 2019 and 2020, realized gains reclassified to the income statement line item “Net financial operating income” amounted to Ch$400 million, Ch$4,716 million and Ch$22,735 million, respectively.

(2)This amount corresponds to the unrealized gain or loss, net of deferred tax and which are included in “Consolidated Statement of Changes in Equity”.

 

 C: 

F-68

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

13.Investments in Other Companies:

 

(a)This item includes investments in other companies for an amount of Ch$48,442 million and Ch$42,338 million as of December 31, 2019 and 2020, respectively, detailed as follows:

 

      Ownership        Investment 
      Interest   Equity   Assets   Income 
      2019   2020   2019   2020   2019   2020   2018   2019   2020 
Company  Shareholder  %   %   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Associates                                       
Transbank S.A.  Banco de Chile   26.16    26.16    82,667    67,337    21,973    17,613    3,262    3,505    (4,360)
Administrador Financiero del Transantiago S.A.  Banco de Chile   20.00    20.00    19,174    19,171    3,985    3,951    582    390    389 
Redbanc S.A.  Banco de Chile   38.13    38.13    9,221    8,663    3,549    3,307    325    330    (242)
Centro de Compensación Automatizado S.A.  Banco de Chile   33.33    33.33    6,464    8,182    2,184    2,787    305    294    603 
Sociedad Operadora de Tarjetas de Crédito Nexus S.A.  Banco de Chile   29.63    29.63    17,675    8,626    5,238    2,556    735    5    (2,682)
Sociedad Interbancaria de Depósitos de Valores S.A.  Banco de Chile   26.81    26.81    4,811    5,526    1,359    1,564    204    231    276 
Servicios de Infraestructura de Mercado OTC S.A.  Banco de Chile   12.33    12.33    12,470    12,248    1,538    1,510    56    59    (24)
Sociedad Operadora de la Cámara de Compensación de Pagos de Alto Valor S.A.  Banco de Chile   15.00    15.00    6,290    6,436    958    980    58    29    29 
Subtotal                158,772    136,189    40,784    34,268    5,527    4,843    (6,011)
                                                 
Joint Venture                                                
Servipag Ltda.  Banco de Chile   50.00    50.00    12,292    13,268    6,271    6,631    701    572    359 
Artikos Chile S.A.  Banco de Chile   50.00    50.00    2,399    2,547    1,387    1,439    583    624    553 
Subtotal                14,691    15,815    7,658    8,070    1,284    1,196    912 
                                                 
Total                173,463    152,004    48,442    42,338    6,811    6,039    (5,099)

 

 C: 

F-69

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

13.Investments in Other Companies, continued:

 

(b)The total carrying amount of the Bank’s associates as of December 31, 2019 and 2020 is explained as follows:

 

   2019 
Associate’s statement of financial position  Centro de Compensación Automatizado S.A.   Sociedad Operadora de la Cámara de Compensación de Pagos de Alto Valor S.A.   Sociedad Operadora de Tarjetas de Crédito Nexus S.A.   Sociedad Interbancaria de Depósitos de Valores S.A.   Redbanc S.A.   Transbank S.A.   Administrador Financiero del Transantiago S.A.   Sociedad Imerc OTC S.A.   Total 
  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Current assets   5,087    6,019    9,586    113    7,047    1,118,388    54,120    21,585    1,221,945 
Non-current assets   3,463    1,353    21,561    4,961    16,366    99,060    592    8,216    155,572 
Total Assets   8,550    7,372    31,147    5,074    23,413    1,217,448    54,712    29,801    1,377,517 
                                              
Current liabilities   1,947    769    7,951    263    7,688    1,130,800    34,234    16,789    1,200,441 
Non-current liabilities   139    313    5,521        6,504    3,981    1,304    533    18,295 
Total Liabilities   2,086    1,082    13,472    263    14,192    1,134,781    35,538    17,322    1,218,736 
Equity   6,464    6,290    17,675    4,811    9,221    82,667    19,174    12,470    158,772 
Minority interest                               9    9 
Total Liabilities and Equity   8,550    7,372    31,147    5,074    23,413    1,217,448    54,712    29,801    1,377,517 
                                              
Associate’s revenue and profit                                             
Operating income   3,384    3,386    49,944    15    38,024    222,912    3,707    6,291    327,663 
Operating expenses   (2,229)   (3,348)   (49,699)   (57)   (36,693)   (133,128)   (2,224)   (5,725)   (233,103)
Other income (expenses)   (13)   159    (304)   903    (195)   (72,143)   979    179    (70,435)
Gain before tax   1,142    197    (59)   861    1,136    17,641    2,462    745    24,125 
Income tax   (261)   (4)   75        (270)   (4,239)   (514)   (267)   (5,480)
Gain for the year   881    193    16    861    866    13,402    1,948    478    18,645 

 

   2020 
Associate’s statement of financial position  Centro de Compensación Automatizado S.A.   Sociedad Operadora de la Cámara de Compensación de Pagos de Alto Valor S.A.   Sociedad Operadora de Tarjetas de Crédito Nexus S.A.   Sociedad Interbancaria de Depósitos de Valores S.A.   Redbanc S.A.   Transbank S.A.   Administrador Financiero del Transantiago S.A.   Sociedad Imerc OTC S.A.   Total 
  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Current assets   7,438    5,190    10,687    140    7,123    893,293    49,239    22,796    995,906 
Non-current assets   3,696    1,968    8,523    5,700    18,361    112,844    602    5,391    157,085 
Total Assets   11,134    7,158    19,210    5,840    25,484    1,006,137    49,841    28,187    1,152,991 
                                              
Current liabilities   2,534    516    6,957    314    6,997    937,137    30,670    13,843    998,968 
Non-current liabilities   418    206    3,627        9,824    1,663        2,088    17,826 
Total Liabilities   2,952    722    10,584    314    16,821    938,800    30,670    15,931    1,016,794 
Equity   8,182    6,436    8,626    5,526    8,663    67,337    19,171    12,248    136,189 
Minority interest                               8    8 
Total Liabilities and Equity   11,134    7,158    19,210    5,840    25,484    1,006,137    49,841    28,187    1,152,991 
                                              
Associate’s revenue and profit                                             
Operating income   4,519    3,623    45,137    10    36,111    463,087    3,836    6,044    562,367 
Operating expenses   (2,066)   (3,495)   (44,326)   (41)   (36,683)   (417,401)   (2,195)   (6,268)   (512,475)
Other income (expenses)   (42)   68    (13,339)   1,060    (364)   (68,833)   809    91    (80,550)
Gain before tax   2,411    196    (12,528)   1,029    (936)   (23,147)   2,450    (133)   (30,658)
Income tax   (601)   (6)   3,477    1    292    6,477    (506)   (59)   9,075 
Gain for the year   1,810    190    (9,051)   1,030    (644)   (16,670)   1,944    (192)   (21,583)

 

 C: 

F-70

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

13.Investments in Other Companies, continued:

 

(c)Joint Ventures:

 

The Bank has a 50% interest in Servipag Ltda. and a 50% interest in Artikos Chile S.A., two jointly controlled entities. The Bank’s interest in both entities is accounted for using the equity method in the consolidated financial statements.

 

The table below presents summarized financial information as of December 31, 2019 and 2020 of the entities the Bank controls jointly:

 

   Artikos Chile S.A.   Servipag Ltda. 
   2019   2020   2019   2020 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Current assets   1,701    1,856    74,748    71,711 
Non-current assets   1,944    1,799    18,005    16,102 
Total Assets   3,645    3,655    92,753    87,813 
                     
Current liabilities   1,083    1,108    74,745    70,887 
Non-current liabilities   163        5,716    3,658 
Total Liabilities   1,246    1,108    80,461    74,545 
Equity   2,399    2,547    12,292    13,268 
Total Liabilities and Equity   3,645    3,655    92,753    87,813 
                     
Operating income   3,643    3,632    43,259    40,138 
Operating expenses   (2,452)   (2,534)   (41,708)   (38,841)
Other income (expenses)   11    4    (315)   (31)
Profit before tax   1,202    1,102    1,236    1,266 
Income tax   46    3    (343)   (290)
Profit for the year   1,248    1,105    893    976 

 

(d)The reconciliation between opening and ending balance of investments in other companies that are not consolidated in 2018, 2019 and 2020 is detailed as follows:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Balance as of January 1,   35,771    42,252    48,442 
Capital increase       671     
Participation in net income   6,811    6,039    (5,099)
Dividends received   (411)   (552)   (1,001)
Other   81    32    (4)
Balance as of December 31,   42,252    48,442    42,338 

 

(e)During the year ended as of December 31, 2019 and 2020 no impairment has incurred in these investments.

 

 C: 

F-71

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

14.Intangible Assets:

 

(a)As of December 31, 2019 and 2020 intangible assets are detailed as follows:

 

   Useful Life   Average remaining
amortization
   Gross balance   Accumulated
Amortization
   Net balance 
   2019   2020   2019   2020   2019   2020   2019   2020   2019   2020 
   Years   Years   Years   Years   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Other Intangible Assets:                                        
Goodwill               16,714    16,714            16,714    16,714 
Intangible assets arising from business combinations               56,249    56,249    (39,553)   (39,553)   16,696    16,696 
Software or computer programs  6   6   5   4    163,511    180,695    (105,204)   (119,994)   58,307    60,701 
Total                   236,474    253,658    (144,757)   (159,547)   91,717    94,111 

 

 C: 

F-72

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

14.Intangible Assets, continued:

 

(b)Changes in intangible assets during the 2019 and 2020 periods are as follows:

 

   Goodwill (1)   Intangible assets arising
from business
combinations 
(2)
   Software or
computer
programs
   Total 
   MCh$   MCh$   MCh$   MCh$ 
Gross Balance                    
Balance as of January 1, 2019   16,714    56,249    144,968    217,931 
Acquisitions           20,928    20,928 
Disposals/write-downs           (1,759)   (1,759)
Reclassification           (276)   (276)
Impairment (*)           (350)   (350)
Balance as of December 31, 2019   16,714    56,249    163,511    236,474 
Acquisitions           18,631    18,631 
Disposals/write-downs           (387)   (387)
Reclassification           (16)   (16)
Impairment (*)           (1,044)   (1,044)
Balance as of December 31, 2020   16,714    56,249    180,695    253,658 
                     
Accumulated Amortization                    
Balance as of January 1, 2019       (39,553)   (92,907)   (132,460)
Amortization for the year           (12,875)   (12,875)
Disposals/write-downs           316    316 
Reclassification           262    262 
Impairment (*)                
Balance as of December 31, 2019   

    (39,553)   (105,204)   (144,757)
Amortization for the year           (15,865)   (15,865)
Disposals/write-downs           660    660 
Reclassification                
Impairment (*)           415    415 
Balance as of December 31, 2020   

    (39,553)   (119,994)   (159,547)
                     
Net balance as of December 31, 2019   16,714    16,696    58,307    91,717 
Net balance as of December 31, 2020   16,714    16,696    60,701    94,111 

 

(1)Goodwill corresponds mainly to business combination with Citibank Chile whose amount is of MCh$12,576 that represents the value of synergies to be generated in the combination process and the acquisition of know-how.

(2)Intangible assets arising from business combinations include assets with indefinite useful lives acquired in the business combination with Citibank Chile.

(*)See Note No. 36 Depreciation, Amortization and Impairment.

 

As of December 31, 2019 and 2020, the Bank had made the following commitments for technological developments:

 

   Amount of Commitment 
   2019   2020 
  

MCh$

  

MCh$

 
Software and licenses   7,151    3,830 

 

 C: 

F-73

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

14.Intangible Assets, continued:

 

(c)Impairment testing of Goodwill

 

For goodwill impairment purposes, testing is carried out at the level of business segments described above and in Note No. 5 to the financial statements. This methodology is in line with IAS 36, where business segments represent the lowest level within the entity at which the goodwill is monitored for internal management purposes.

 

Accordingly, for impairment testing purposes, goodwill acquired through business combinations has been allocated to four individual business segments, as follows:

 

   2019   2020 

Business Segments

 

MCh$

  

MCh$

 
Retail   5,928    5,928 
Wholesale   2,135    2,135 
Treasury and money market operations   4,513    4,513 
Subsidiaries   4,138    4,138 
Total   16,714    16,714 

 

Below are the key assumptions used for determining the value in use for impairment testing purposes:

 

The Bank determines the recoverable amount of its business segments on the basis of value in use and employs a discounted cash flows (“DCF”) valuation model. The DCF model determines the present value of the estimated future earnings that would be distributed to shareholders, once the respective regulatory capital requirements are satisfied.

 

For purposes of the goodwill impairment testing, the DCF model uses earnings projections for a ten-year period. A ten-year period is deemed as the Bank assumes that over that period it is possible to achieve the goals set in the long-term business strategy.

 

Earnings projections result from business growth, particularly associated with projected expansion rates for the local economy, the industry’s loan book and the Bank’s strategic goals. Then, based on historical data and a linear regression analysis, the Bank determines a multiplier of loan expansion (real terms) over GDP growth for the local economy. Given the impact of the COVID-19 pandemic, the multiplier for 2021 has been reduced 0.75 times. However, this multiplier is expected to return to normal levels from 2022 onwards (an average of approximately 1.68 times between 2022 and 2030) although it is expected to decrease overtime as long as banking penetration increases across the diverse business segments.

 

Following the estimation of growth rates for the Chilean economy and the banking industry, expansion rates of the Bank’s loan book are determined by considering the achievement of the Bank’s long-term strategic goals. Therefore, real growth rates are considered to be slightly higher than the industry rates within the ten-year period, assuming that a market share of 17.0% is achieved at year three and remains constant onwards.

 

 C: 

F-74

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

14.Intangible Assets, continued:

 

(c)Impairment testing of Goodwill, continued:

 

For purposes of business segments valuation, the DCF model considers discount rates that are determined by carrying out a linear regression analysis based on historical data of monthly stock returns for the Bank and the market portfolio or overall stock index (IGPA index in Chile). In order to do this, an index linear model is applied, which is widely used in finance for these purposes. After estimating the model parameters (alpha and beta), the Capital Asset Pricing Model (“CAPM”) is utilized in order to determine the cost of equity or discount rate for shareholders’ cash flows. When using CAPM, a 7.1% discount rate is computed by assuming equilibrium scenarios for risk-free rates and inflation. We also use alternative methods, such as historical return-on-equity (net income over market capitalization) and implicit return-on-equity on price-to-earnings ratios projected by market analysts. By means of these methods, the Bank is able to reach a discount rate of 7.2% in both cases. By using such evidence, the Bank determined a cost of equity of 9.0% as a baseline scenario for discount rates used for valuation purposes. The Bank also carries out a sensitivity analysis by setting discounts rates of 8.0% and 10.0%. 

 

(d)Annual goodwill impairment test:

 

The annual goodwill impairment tests for the years ended December 31, 2019 and 2020 did not result in an impairment loss on the goodwill of the Bank’s business segments as their economic values were higher than their carrying amounts.

 

(e)Restrictions:

 

Banco de Chile and its subsidiaries have no restrictions on intangible assets as of December 31, 2019 and 2020. Additionally, no intangible assets have been pledged as collateral to secure the fulfillment of any financial obligation. Moreover, there are no amounts owed by the Bank on intangible assets as of the aforementioned dates.

 

15.Property and Equipment and Leased Assets and Lease Liabilities:

 

(a)The properties and equipment as of December 31, 2019 and 2020 are composed as follows:

 

   Useful Life  Average
remaining
depreciation
  Gross balance   Accumulated
Depreciation
   Net balance 
   2019  2020  2019  2020  2019   2020   2019   2020   2019   2020 
   Years  Years  Years  Years  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Type of property and equipment:                                          
Land and Buildings  26  26  21  20   301,619    304,951    (136,394)   (142,543)   165,225    162,408 
Equipment  5  5  4  4   207,605    222,624    (162,560)   (175,141)   45,045    47,483 
Others  7  7  4  4   55,519    55,898    (45,527)   (47,861)   9,992    8,037 
Total               564,743    583,473    (344,481)   (365,545)   220,262    217,928 

 

 C: 

F-75

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

15.Property and Equipment and Leased Assets and Lease Liabilities, continued:

 

(b)As of December 31, 2019 and 2020, this account and its changes are detailed as follows:

 

   Land and
Buildings
   Equipment   Other   Total 
   MCh$   MCh$   MCh$   MCh$ 
(a.1) Cost                    
                     
Balance as of January 1, 2019   320,585    183,220    53,500    557,305 
Reclassification   (25,654)   (37)       (25,691)
Additions   12,555    28,118    2,839    43,512 
Write-down and sales of the year   (5,437)   (3,115)   (762)   (9,314)
Impairment loss (*) (***)   (430)   (581)   (58)   (1,069)
Balance as of December 31, 2019   301,619    207,605    55,519    564,743 
                     
Balance as of January 1, 2020   301,619    207,605    55,519    564,743 
Additions   6,303    20,658    1,510    28,471 
Write-down and sales of the year   (2,903)   (5,606)   (1,105)   (9,614)
Impairment loss (*) (***)   (68)   (33)   (26)   (127)
Balance as of December 31, 2020   304,951    222,624    55,898    583,473 
                     
(a.2) Accumulated Depreciation                    
                     
Balance as of January 1, 2019   (150,099)   (148,455)   (42,879)   (341,433)
Reclassification   21,278    37        21,315 
Depreciation charges of the year (*) (**)   (8,613)   (16,819)   (3,403)   (28,835)
Write-down and sales of the year   1,040    2,692    740    4,472 
Transfers       (15)   15     
Accumulated Depreciation as of December 31, 2019   (136,394)   (162,560)   (45,527)   (344,481)
                     
Balance as of January 1, 2020   (136,394)   (162,560)   (45,527)   (344,481)
Depreciation charges of the year (*) (**)   (8,844)   (17,273)   (3,371)   (29,488)
Write-down and sales of the year   2,695    4,692    1,025    8,412 
Impairment (*) (***)           12    12 
Accumulated Depreciation as of December 31, 2020   (142,543)   (175,141)   (47,861)   (365,545)

 

(*)See Note No. 36 about Depreciation, Amortization and Impairment.

(**)It does not include depreciation for the year for Investment Properties, which it registered under the item “Investment Properties” for an amount of Ch$357 million (Ch$359 million in 2019).

(***)This amount does not include charge-offs of Property and Equipment of Ch$916 million (Ch$949 million as of December 2019).

 

 C: 

F-76

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

15.Property and Equipment and Leased Assets and Lease Liabilities, continued:

 

(c)The composition of the rights over leased assets as of December 31, 2019 and 2020 is as follows:

 

  

Gross Balance

   Accumulated Depreciation  

Net Balance

 
   December   December   December   December   December   December 
   2019   2020   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Categories                              
Buildings   130,853    123,215    (18,722)   (33,560)   112,131    89,655 
Floor space for ATMs   41,960    40,445    (9,091)   (16,496)   32,869    23,949 
Improvements to leased properties   27,254    26,579    (21,589)   (21,354)   5,665    5,225 
Total   200,067    190,239    (49,402)   (71,410)   150,665    118,829 

 

(d)The changes of the rights over leased assets as of December 31, 2019 and 2020 is as follows:

 

   2019 
   Buildings   Floor space
for ATMs
   Improvements to leased properties   Total 
   MCh$   MCh$   MCh$   MCh$ 
Gross Balance                
Balance as of January 1, 2019   116,577    27,920        144,497 
Reclassification           26,332    26,332 
Additions   14,276    14,040    1,725    30,041 
Write-downs           (803)   (803)
Total   130,853    41,960    27,254    200,067 
                     
Accumulated Depreciation                    
Balance as of January 1, 2019                
Reclassification           (21,546)   (21,546)
Depreciation of the year (*)   (18,722)   (9,091)   (659)   (28,472)
Write-downs           616    616 
Total   (18,722)   (9,091)   (21,589)   (49,402)
                     
Balance as of December 31, 2019   112,131    32,869    5,665    150,665 

 

(*)See Note No.36 Depreciation, Amortization and Impairment.

 

 C: 

F-77

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

15.Property and Equipment and Leased Assets and Lease Liabilities, continued:

 

(d)The changes of the rights over leased assets as of December 31, 2019 and 2020 is as follows continued:

 

   2020 
   Buildings   Floor space
for ATMs
   Improvements to leased properties   Total 
   MCh$   MCh$   MCh$   MCh$ 
Gross Balance                    
Balance as of January 1, 2020   130,853    41,960    27,254    200,067 
Additions   7,907    1,319    847    10,073 
Write-downs (*)   (15,538)   (1,197)   (1,522)   (18,257)
Remeasurement   (7)   (1,637)       (1,644)
Total   123,215    40,445    26,579    190,239 
                     
Accumulated Depreciation                    
Balance as of January 1, 2020   (18,722)   (9,091)   (21,589)   (49,402)
Depreciation of the year (*)   (18,867)   (7,774)   (1,006)   (27,647)
Write-downs (*)   4,029    369    1,241    5,639 
Total   (33,560)   (16,496)   (21,354)   (71,410)
                     
Balance as of December 31, 2020   89,655    23,949    5,225    118,829 

 

(*)See Note No.36 Depreciation, Amortization and Impairment. Does not include provision for impairment of Ch$1 million

 

(e)The following are the future maturities of the lease liabilities as of December 31, 2019 and 2020:

 

   December 2019 
   Up to
1 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 
Lease associated with:  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Buildings   1,726    3,519    15,286    37,063    24,899    38,526    121,019 
ATMs   809    1,618    7,131    18,125    5,403    679    33,765 
Total   2,535    5,137    22,417    55,188    30,302    39,205    154,784 

 

   December 2020 
  

Up to
1 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

 
Lease associated with:  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Buildings   1,646    3,371    14,501    28,663    20,869    30,865    99,915 
ATMs   824    1,644    7,229    14,467    419    483    25,066 
Total   2,470    5,015    21,730    43,130    21,288    31,348    124,981 

 

 C: 

F-78

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

15.Property and Equipment and Leased Assets and Lease Liabilities, continued:

 

The Bank and its subsidiaries maintain contracts with certain renewal options and for which there is reasonable certainty that said option shall be carried out. In such cases, the lease period used to measure the liability and assets corresponds to an estimate of future renewals.

 

The changes of the obligations under capitalized leases and cash flows are as follows:

 

  

Total cash flow for the year

 
Lease liability  MCh$ 
Balances as of January 1, 2019   144,497 
Liabilities for new lease agreements   24,431 
Interest expenses   2,574 
Payments of capital and interests   (29,374)
Others   3,885 
Balances as of December 31, 2019   146,013 
      
Balances as of January 1, 2020   146,013 
Liabilities for new lease agreements   5,768 
Interest expenses   2,532 
Payments of capital and interests   (28,705)
Remeasurement   (1,644)
Derecognized contracts   (12,337)
Others   3,390 
Balances as of December 31, 2020   115,017 

 

(f)The future cash flows related to short-term lease agreements in effect as of December 31, 2020 correspond to Ch$6,814 million (Ch$8,611 as of December 31, 2019).

 

 C: 

F-79

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

16.Investment Properties:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Net Balance as of January 1,   14,306    13,938    13,190 
Additions resulting from business combinations            
Reclassifications       (389)    
Disposals            
Depreciation charges in the period   (368)   (359)   (357)
Impairment            
Net Balance as of December 31,   13,938    13,190    12,833 

 

Estimated useful lives applied by the Bank are presented in Note No. 2(m) on Property and equipment.

 

As of December 31, 2020, the fair value of the investment properties held by the Bank is Ch$47,370 million (Ch$46,613 million as of December 31, 2019).

 

In 2020, the Bank earned income of Ch$4,546 million (Ch$6,136 million in 2019) renting out their investment properties. In the same period the Bank incurred corresponding expenses of Ch$3,131 million and Ch$2,944 million per year in 2019 and 2020.

 

17.Current Taxes and Deferred Taxes:

 

(a)Current Tax:

 

The Bank and its subsidiaries at the end of each year, have constituted a First Category Income Tax Provision, which was determined based on current tax regulations, and has been reflected in the statement of financial position net of taxes to be recovered or payable, as applicable, as of December 31, 2019 and 2020, according to the following detail:

 

   2019   2020 
   MCh$   MCh$ 
Income taxes   222,266    153,084 
Less:          
Monthly prepaid taxes (PPM)   (143,200)   (172,683)
Credit for training expenses   (1,900)   (1,900)
Other   (1,234)   (1,139)
Total tax (receivable) payable, net   75,932    (22,638)

 

   2019   2020 
   MCh$   MCh$ 
Current tax assets   357    22,949 
Current tax liabilities   (76,289)   (311)
Total tax receivable (payable), net   (75,932)   22,638 

 

 C: 

F-80

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

17.Current Taxes and Deferred Taxes, continued:

 

(b)Income Tax:

 

The Bank’s tax expense recorded for the years ended December 31, 2018, 2019 and 2020 is detailed as follows:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Income tax expense:               
Current year taxes   143,136    232,404    161,869 
Tax from previous period   2,574    (331)   813 
Subtotal   145,710    232,073    162,682 
(Credit) charge for deferred taxes:               
Origin and reversal of temporary differences   11,435    (58,733)   (58,895)
Effect of changes in tax rate   

    

    

 
Subtotal   11,435    (58,733)   (58,895)
Other   2,623    321    (564)
Net charge to income for income taxes   159,768    173,661    103,223 
                
Tax Rate   27.00%   27.00%   27.00%

 

(c)Reconciliation of effective tax rate:

 

The following table reconciles the income tax rate to the effective rate applied to determine the Bank’s income tax expense as of December 31, 2018, 2019 and 2020:

 

   2018   2019   2020 
   Tax rate %   MCh$   Tax rate %   MCh$   Tax rate %   MCh$ 
Income tax calculated on net income before tax   27.00    206,116    27.00    209,901    27.00    136,310 
Subordinated Debt Payment (*)   (3.21)   (24,515)                
Additions or deductions (**)   (4.18)   (31,894)   (5.10)   (39,612)   (7.76)   (39,195)
Effect of changes in tax rate                        
Other   1.32    10,061    0.43    3,372    1.21    6,108 
Effective rate and income tax expense   20.93    159,768    22.34    173,661    20.45    103,223 

 

(*)The tax expense related to the subordinated debt held by SAOS S.A, ended during the fiscal year 2019, as a result of the generation of sufficient resources to pay off the total debt.

(**)The deductions of the tax rate for 2018, 2019 and 2020 mainly relate to permanent differences between tax and financial accounting rules.

 

 C: 

F-81

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

17.Current Taxes and Deferred Taxes, continued:

 

(d)Effect of deferred taxes on income and equity:

 

The effects of deferred taxes on assets, liabilities and income accounts are detailed as follows:

 

   Balance as of
January 1,
   Effect   Balance as of
December 31,
   Effect   Balance as of
December 31,
 
  

2019

   Income   Equity   2019   Income   Equity   2020 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Debit differences:                                   
Allowances for loan losses   141,875    9,606        151,481    65,880        217,361 
Personnel provisions   13,277    3,720        16,997    (481)       16,516 
Staff vacations   7,241    203        7,444    1,720        9,164 
Accrued interest and indexation adjustments from past due loans   3,232    442        3,674    896        4,570 
Staff severance indemnities provision   1,484    (59)   66    1,491    (95)   25    1,421 
Provisions of credit card expenses   9,813    (1,592)       8,221    (262)       7,959 
Provisions of accrued expenses   6,908    3,656        10,564    3,519        14,083 
Derivative instruments adjustments   1,356    114        1,470    (109)       1,361 
Adjustment for valuation and impairment of financial assets at fair value through OCI   946        (946)                
Leasing   33,218    8,574        41,792    (12,957)       28,835 
Other adjustments   1,014    35,510    (1)   36,523    965        37,488 
Total debit differences   220,364    60,174    (881)   279,657    59,076    25    338,758 
Credit differences:                                   
Depreciation of property and equipment and investment properties   14,990    534        15,524    1,732        17,256 
Adjustment for valuation and impairment of financial assets at fair value through OCI       (937)   3,382    2,445    1,256    (2,304)   1,397 
Transitory assets   5,514    2,815        8,329    (1,796)       6,533 
Derivative instruments adjustments                            
Accrued interest to effective rate   1,564    (183)       1,381    1,393        2,774 
Advance payment of lump-sum under union contracts   6,699    (3,365)       3,334    (1,100)       2,234 
Intangible assets amortization   5,503            5,503            5,503 
Other adjustments   9,271    2,577    

    11,848    (1,304)   

    10,544 
Total credit differences   43,541    1,441    3,382    48,364    181    (2,304)   46,241 
Total Assets (Liabilities), net   176,823    58,733    (4,263)   231,293    58,895    2,329    292,517 

 

 C: 

F-82

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

18.Other Assets:

 

As of December 31, 2019 and 2020, other assets are detailed as follows:

 

   2019   2020 
   MCh$   MCh$ 
Assets held for leasing (*)   139,389    85,626 
           
Assets received or awarded as payment (**):          
Assets awarded at judicial sale   10,967    5,571 
Assets received in lieu of payment   7,770    1,182 
Provisions for assets received in lieu of payment   (1,349)   (506)
Subtotal   17,388    6,247 
           
Other Assets          
Deposit by derivatives margin   475,852    232,732 
Other accounts and notes receivable   44,727    63,796 
Documents intermediated (***)   40,911    84,993 
Prepaid expenses   34,934    29,654 
Recoverable income taxes   33,136    8,691 
Commissions receivable   14,191    11,810 
Other   42,472    32,937 
Subtotal   686,223    464,613 
Total   843,000    556,486 

 

(*)These assets correspond to property and equipment to be given under a financial lease.

(**)Assets received in lieu of payment are valued at fair value, which is calculated considering the lesser between appraised value and value of award, less cost of sell.

(***)Documents intermediated refers to securities lending agreements managed by the Bank’s subsidiary Banchile Corredores de Bolsa S.A.

 

 C: 

F-83

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

19.Current Accounts and Other Demand Deposits:

 

As of December 31, 2019 and 2020, current accounts and other demand deposits are detailed as follows:

 

   2019   2020 
   MCh$   MCh$ 
Current accounts   8,951,527    12,477,719 
Other demand deposits   1,662,950    1,431,904 
Other deposits and accounts   711,656    1,257,606 
Total   11,326,133    15,167,229 

 

20.Saving Accounts and Time Deposits:

 

As of December 31, 2019 and 2020, saving accounts and time deposits are detailed as follows:

 

   2019   2020 
   MCh$   MCh$ 
Time deposits   10,537,614    8,442,536 
Term savings accounts   239,850    342,550 
Other term balances payable   79,154    114,455 
Total   10,856,618    8,899,541 

 

 C: 

F-84

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

21.Borrowings from Financial Institutions:

 

As of December 31, 2019 and 2020, borrowings from financial institutions are detailed as follows:

 

   2019   2020 
   MCh$   MCh$ 
Domestic banks          
Banco do Brasil   3,900    7,100 
Banco Scotiabank       1,257 
Banco Santander   2,314     
Subtotal domestic banks   6,214    8,357 
           
Foreign banks           
Foreign trade financing          
The Bank of Nova Scotia   133,539    121,085 
Citibank N.A. United State   285,974    114,525 
Wells Fargo Bank   139,845    85,734 
Zürcher Kantonalbank   78,872    39,116 
Commerzbank AG   2,201    21,687 
Bank of New York Mellon   224,812    21,389 
Bank of America   194,704    20,475 
Sumitomo Mitsui Banking   213,534    11,394 
Standard Chartered Bank   70,128    715 
Toronto Dominion Bank   22,556     
JP Morgan Chase Bank   60,150     
ING Bank   10,987     
Others   89    40 
           
Borrowings and other obligations          
Wells Fargo Bank   113,377    106,965 
Deutsche Bank Trust Company Americas   6    7,333 
Citibank N.A. United States   5,183     
Citibank N.A. United Kingdom   1,015    233 
Others   91    105 
Subtotal foreign banks   1,557,063    550,796 
           
Central Bank of Chile (*)       3,110,600 
           
Total   1,563,277    3,669,753 

 

(*)Financing provided by the Central Bank of Chile to deliver liquidity to the economy and support the flow of credit to households and companies, among which are the Loan Increase Conditional Credit Facility program (FCIC by its Spanish initials) and the Liquidity Credit Line (LCL).

 

The limit for the FCIC line is up to 15% of the base portfolio (sum of commercial and consumer loans), which was expanded with the establishment of a second program announced during the month of June called FCIC2 with similar financial conditions to the first, aimed at deepening and extending commercial credit to respond to the prolongation of the health emergency caused by COVID-19. As of December 31, the Bank has made use of these financing facilities for an amount of Ch$3,110,600 million. To access the FCIC, the Bank has established guarantees in favor of the Central Bank of Chile for a total amount of approximately Ch$2,371,842 million, corresponding to commercial loans of the individual portfolio of high credit quality for Ch$2,021,688 million, and fixed income securities for an approximate amount of Ch$350,154 million. In the case of the LCL, the guarantee provided corresponds to the legal banking reserve held by the Bank.

 

 C: 

F-85

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

22.Debt Issued:

 

As of December 31, 2019 and 2020, Debt issued is detailed as follows:

 

   2019   2020 
   MCh$   MCh$ 
Mortgage bonds   10,898    6,786 
Bonds   7,912,621    7,700,402 
Subordinated bonds   889,895    886,407 
Total   8,813,414    8,593,595 

 

During the year ended as of December 31, 2019, Banco de Chile issued bonds by an amount of Ch$2,625,176 million, from which corresponds to Short-Term Bonds, Current Bonds and Subordinated Bonds by an amount of Ch$944,413 million, Ch$1,465,406 and Ch$215,357 million respectively, according to the following details:

 

Short-term Bonds

 

Counterparty  Currency   Amount MCh$   Annual interest rate %  Issued date  Maturity date  
Citibank N.A.  USD    40,937   2.91  04/01/2019  04/04/2019  
Wells Fargo Bank  USD    40,264   2.85  17/01/2019  24/04/2019  
Citibank N.A.  USD    33,598   2.80  22/01/2019  22/04/2019  
Citibank N.A.  USD    53,250   2.67  04/04/2019  02/07/2019  
Citibank N.A.  USD    27,886   2.67  09/04/2019  09/08/2019  
Citibank N.A.  USD    33,257   2.66  11/04/2019  11/07/2019  
Wells Fargo Bank  USD    33,257   2.68  11/04/2019  11/10/2019  
Citibank N.A.  USD    33,051   2.66  12/04/2019  22/07/2019  
Wells Fargo Bank  USD    3,966   2.67  12/04/2019  12/09/2019  
Citibank N.A.  USD    27,184   2.67  29/04/2019  29/10/2019  
Wells Fargo Bank  USD    33,838   2.60  30/04/2019  30/07/2019  
Citibank N.A.  USD    34,795   2.61  17/05/2019  18/11/2019  
Citibank N.A.  USD    34,842   2.59  23/05/2019  22/08/2019  
Bank of America  USD    34,208   2.50  21/06/2019  22/08/2019  
Wells Fargo Bank  USD    3,421   2.50  24/06/2019  25/07/2019  
Citibank N.A.  USD    547   2.40  24/06/2019  15/10/2019  
Citibank N.A.  USD    13,620   2.50  25/06/2019  05/08/2019  
Citibank N.A.  USD    13,575   2.51  28/06/2019  01/08/2019  
Citibank N.A.  USD    34,070   2.38  11/07/2019  09/10/2019  
Citibank N.A.  USD    29,883   2.25  09/08/2019  12/11/2019  
Wells Fargo Bank  USD    3,525   2.03  13/08/2019  08/05/2020  
Citibank N.A.  USD    35,676   2.20  22/08/2019  21/11/2019  
Wells Fargo Bank  USD    21,350   2.20  10/09/2019  09/12/2019  
Wells Fargo Bank  USD    7,117   2.20  11/09/2019  16/12/2019  
Wells Fargo Bank  USD    28,466   2.20  11/09/2019  10/12/2019  
Citibank N.A.  USD    15,799   2.10  07/10/2019  07/01/2020  
Citibank N.A.  USD    36,206   2.07  09/10/2019  09/01/2020  
Citibank N.A.  USD    36,212   2.00  24/10/2019  29/01/2020  
Bank of America  USD    36,212   2.00  24/10/2019  24/01/2020  
Citibank N.A.  USD    18,200   2.00  25/10/2019  03/02/2020  
Citibank N.A.  USD    31,819   1.91  04/11/2019  13/01/2020  
Citibank N.A.  USD    31,239   1.97  12/11/2019  12/02/2020  
Citibank N.A.  USD    4,554   2.05  22/11/2019  07/08/2020  
Citibank N.A.  USD    7,989   2.05  22/11/2019  07/08/2020  
Citibank N.A.  USD    18,750   2.07  04/12/2019  07/08/2020  
Citibank N.A.  USD    23,268   2.05  09/12/2019  09/04/2020  
Wells Fargo Bank  USD    3,877   2.04  09/12/2019  05/06/2020  
Wells Fargo Bank  USD    15,395   2.04  11/12/2019  27/03/2020  
Citibank N.A.  USD    1,792   2.03  30/12/2019  20/07/2020  
Wells Fargo Bank  USD    7,518   2.10  30/12/2019  15/12/2020  
Total as of December 31, 2019       944,413            

 

 C: 

F-86

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

22.Debt Issued, continued:

 

Current Bonds Long-Term

 

Series  Currency  

Amount MCh$

  

Terms Years

  Annual issue rate %  Issue date  Maturity date  
BCHIEC0817  UF    83,470   5  1.55  30/01/2019  30/01/2024  
BCHIED1117  UF    41,711   5  1.54  14/03/2019  14/03/2024  
BCHIED1117  UF    5,587   5  1.45  19/03/2019  19/03/2024  
BCHIED1117  UF    36,317   5  1.45  20/03/2019  20/03/2024  
BCHIDW1017   UF    84,359   2  0.93  09/05/2019  09/05/2021  
BCHIDW1017   UF    57,091   2  0.57  24/06/2019  24/06/2021  
BCHIEH0917   UF    58,867   7  1.04  01/07/2019  01/07/2026  
BCHIEB1117   UF    86,682   4  0.83  01/07/2019  01/07/2023  
BCHIEH0917   UF    29,514   7  1.00  02/07/2019  02/07/2026  
BCHIEI1117   UF    60,697   7  0.66  19/07/2019  19/07/2026  
BCHIEI1117   UF    22,063   7  0.51  30/07/2019  30/07/2026  
BCHIEI1117   UF    8,613   7  0.45  01/08/2019  01/08/2026  
BCHICC0815   UF    71,703   12  0.54  05/08/2019  05/08/2031  
BCHICA1015   UF    71,221   11  0.54  05/08/2019  05/08/2030  
BCHICB1215   UF    14,496   11  0.44  07/08/2019  07/08/2030  
BCHIEI1117   UF    7,764   7  0.30  07/08/2019  07/08/2026  
BCHIEI1117   UF    20,212   7  0.28  08/08/2019  08/08/2026  
BCHICB1215   UF    57,926   11  0.45  08/08/2019  08/08/2030  
BCHIEI1117   UF    3,108   7  0.29  08/08/2019  08/08/2026  
BCHIBV1015   UF    71,063   10  0.37  20/08/2019  20/08/2029  
BCHIEV1117   UF    132,366   10  0.34  05/09/2019  05/09/2029  
BCHIEK1117   UF    117,493   13  1.38  11/12/2019  11/12/2032  
Subtotal UF       1,142,323               
                        
BONO JPY  JPY    63,041   20  1.00  14/05/2019  14/05/2039  
BONO HKD  HKD    32,725   12  2.90  19/07/2019  19/07/2031  
BONO AUD  AUD    36,519   20  3.50  28/08/2019  28/08/2039  
BONO PEN  PEN    29,969   15  5.40  04/09/2019  04/09/2034  
BONO AUD  AUD    24,547   15  3.13  09/09/2019  09/09/2034  
BONO NOK  NOK    60,951   10  3.50  07/11/2019  07/11/2029  
BONO AUD  AUD    39,067   20  3.55  11/11/2019  11/11/2039  
BONO JPY  JPY    36,264   10  1.00  19/11/2019  19/11/2029  
Subtotal Others currency       323,083               
Total as of December 31, 2019       1,465,406               

 

Subordinated bonds

 

Series  Currency  

Amount

   Terms Years  Annual issue rate %  Issue date  Maturity date  
       MCh$               
UCHI-J1111  UF    61,471   23  1.05  20/08/2019  20/08/2042  
UCHI-J1111  UF    65,973   23  1.04  20/08/2019  20/08/2042  
UCHI-J1111  UF    48,799   23  0.99  21/08/2019  21/08/2042  
UCHI-I1111  UF    39,114   21  0.96  24/09/2019  24/09/2040  
Total as of December 31, 2019       215,357               

 

 C: 

F-87

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

22.Debt Issued, continued:

 

During the year ended as of December 31, 2020, Banco de Chile issued bonds by an amount of Ch$889,135 million, from which corresponds to Short-Term Bonds and Current Bonds by an amount of Ch$634,952 million and Ch$254,183 million respectively, according to the following details:

 

Short-term Bonds

 

Counterparty  Currency    Amount MCh$   Annual interest rate %  Issued date  Maturity date  
Citibank N.A.  USD     23,078   2.00  07/01/2020  07/07/2020  
Citibank N.A.  USD     38,371   1.95  09/01/2020  09/04/2020  
Citibank N.A.  USD     34,886   1.91  13/01/2020  13/04/2020  
Citibank N.A.  USD     11,629   1.87  14/01/2020  14/04/2020  
Citibank N.A.  USD     31,667   1.91  29/01/2020  31/07/2020  
Citibank N.A.  USD     7,917   1.91  29/01/2020  31/07/2020  
Citibank N.A.  USD     27,709   1.86  29/01/2020  29/05/2020  
Citibank N.A.  USD     10,350   1.85  30/01/2020  01/06/2020  
Citibank N.A.  USD     19,720   1.85  03/02/2020  03/06/2020  
Citibank N.A.  USD     31,391   1.55  08/04/2020  05/06/2020  
Citibank N.A.  USD     21,262   1.30  13/04/2020  12/05/2020  
Citibank N.A.  USD     12,758   1.30  13/04/2020  13/05/2020  
Citibank N.A.  USD     34,020   1.30  13/04/2020  13/05/2020  
Citibank N.A.  USD     25,593   1.55  16/04/2020  16/06/2020  
Citibank N.A.  USD     25,593   1.55  16/04/2020  18/06/2020  
Citibank N.A.  USD     34,158   1.61  17/04/2020  21/08/2020  
Wells Fargo Bank  USD     42,697   1.60  17/04/2020  21/08/2020  
Wells Fargo Bank  USD     42,858   1.50  22/04/2020  14/08/2020  
Wells Fargo Bank  USD     42,943   1.45  24/04/2020  29/01/2021  
Wells Fargo Bank  USD     4,175   1.30  29/04/2020  29/10/2020  
Citibank N.A.  USD     32,834   0.45  18/05/2020  20/07/2020  
Citibank N.A.  USD     5,089   0.45  18/05/2020  20/07/2020  
Wells Fargo Bank  USD     74,254   0.45  07/12/2020  06/12/2021  
Total as of December 31, 2020        634,952            

 

Current Bonds Long-Term

 

Series  Currency   Amount MCh$   Terms Years  Annual issue rate %  Issue date  Maturity date  
BCHIEM0817   UF    93,096   7  0.80  06/01/2020  06/01/2027  
BCHIEL0717   UF    123,957   8  0.72  04/02/2020  04/02/2028  
Subtotal UF       217,053               
                        
BONO AUD  AUD    37,130   15  2.65  02/03/2020  02/03/2035  
Subtotal Others currency       37,130               
Total as of December 31, 2020       254,183               

 

Subordinated bonds

 

During the year ended December 31, 2020, the Bank did not issue any subordinated bonds.

 

 C: 

F-88

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

23.Other Financial Obligations:

 

As of December 31, 2019 and 2020, other financial institutions are detailed as follows:

 

   2019   2020 
   MCh$   MCh$ 
Other Chilean obligations   138,575    191,258 
Public sector obligations   17,654    455 
Total   156,229    191,713 

 

24.Provisions:

 

(a)As of December 31, 2019 and 2020, provisions are detailed as follows:

 

  

2019

  

2020

 
   MCh$   MCh$ 
Provision for minimum dividends   177,902    138,932 
Provisions for contingent loan risks   24,971    98,181 
Provisions for other contingencies   501    507 
Total   203,374    237,620 

 

(b)The following table details the changes in provisions during 2019 and 2020:

 

  

Minimum dividends MCh$

  

Contingent loan risks

MCh$

  

Other

MCh$

  

Total

MCh$

 
                 
Balances as of January 1, 2019   178,462    25,016    468    203,946 
Provisions established   177,902        33    177,935 
Provisions used   (178,462)   (45)       (178,507)
Provisions released                
Balances as of December 31, 2019   177,902    24,971    501    203,374 
                     
Balances as of January 1, 2020   177,902    24,971    501    203,374 
Provisions established   138,932    73,210    6    212,148 
Provisions used   (177,902)           (177,902)
Provisions released                
Balances as of December 31, 2020   138,932    98,181    507    237,620 

 

(c)Impairment losses on contingent loan risks:

 

Provisions for contingent loan risks are detailed as follows:

 

   Outstanding exposure   ECL 
   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$ 
Warranty by endorsement and sureties   280,838    224,079    63    6,068 
Confirmed foreign letters of credit   94,673    58,299    4    10 
Issued foreign letters of credit   316,916    343,663    51    235 
Performance guarantees   2,283,390    2,214,370    4,037    13,124 
Undrawn credit lines   7,870,260    7,650,382    20,816    78,744 
Other commitments   155,163    107,707         
Total   11,001,240    10,598,500    24,971    98,181 

 

 C: 

F-89

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

24.Provisions, continued:

 

(c)Impairment losses on contingent loan risks, continued:

 

An analysis of changes in the gross carrying amount and the corresponding allowance for impairment losses in relation to each contingent loan risk is as follow:

 

a.Warranty by endorsement and sureties:

 

The table below shows the credit quality and the maximum exposure to credit risk based on the Bank’s internal credit rating system and year-end stage classification as of December 31, 2019 and 2020.

 

    As of December 31, 2019  
   

Stage 1

   

Stage 2

   

Stage 3

         
   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

    Total MCh$  
Normal    249,306    395    30,761                280,462 
Substandard            376                376 
Non—complying                             
Total    249,306    395    31,137    

    

    

    280,838 

 

    As of December 31, 2020  
   

Stage 1

   

Stage 2

   

Stage 3

         
   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

    Total MCh$  
Normal   186,051    131    31,911                218,093 
Substandard           356                356 
Non—complying                   5,630        5,630 
Total   186,051    131    32,267    

    5,630    

    224,079 

 

An analysis of changes in the outstanding exposures on warranty by endorsement and sureties during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3      
   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

    Total MCh$  
Outstanding exposure as of January 1, 2019   332,965    138    8,573                341,676 
Net change on exposures   (47,268)   273    7,604    7            (39,384)
Transfer to Stage 1   5,243    7    (5,243)   (7)            
Transfer to Stage 2   (22,454)       22,454                 
Transfer to Stage 3                            
Foreign exchange adjustments   (19,180)   (23)   (2,251)               (21,454)
Exposure as of December 31, 2019   249,306    395    31,137    

    

    

    280,838 
                                    
Outstanding exposure as of January 1, 2020   249,306    395    31,137                280,838 
Net change on exposures   (31,759)   (231)   (19,038)   (62)           (51,090)
Transfer to Stage 1   29,099        (29,099)                
Transfer to Stage 2   (55,270)   (65)   55,270    65             
Transfer to Stage 3           (6,069)       6,069         
Foreign exchange adjustments   (5,325)   32    66    (3)   (439)       (5,669)
Exposure as of December 31, 2020   186,051    131    32,267    

    5,630    

    224,079 

 

 C: 

F-90

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

24.Provisions, continued:

 

(c)Impairment losses on contingent loan risks, continued:

 

a.Warranty by endorsement and sureties, continued:

 

An analysis of changes in ECL exposures on warranty by endorsement and sureties during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3     
   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

    Total MCh$  
ECL exposures  as of January 1, 2019   428                        428 
Net change on exposures   (366)       18                (348)
Transfer to Stage 1   8        (8)                
Transfer to Stage 2   (6)       6                 
Transfer to Stage 3                            
Impact on year-end ECL of exposures transferred between stages during the year   (1)                       (1)
Changes to models and assumptions   (32)       7                (25)
Foreign exchange adjustments   10        (1)               9 
ECL as of December 31, 2019   41        22                63 
                                    
ECL exposures  as of January 1, 2020   41        22                63 
Net change on exposures   (19)       2,838                2,819 
Transfer to Stage 1   1        (1)                
Transfer to Stage 2   (18)       18                 
Transfer to Stage 3           (3,034)       3,034         
Impact on year-end ECL of exposures transferred between stages during the year           159        2,815        2,974 
Changes to models and assumptions   167        226                393 
Foreign exchange adjustments   2        36        (219)       (181)
ECL as of December 31, 2020   174        264        5,630        6,068 

 

b.Confirmed foreign letters of credit:

 

The table below shows the credit quality and the maximum exposure to credit risk based on the Bank’s internal credit rating system and year-end stage classification.

 

    As of December 31, 2019  
   Stage 1   Stage 2   Stage 3      
   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

    Total MCh$  
Normal   94,673                        94,673 
Substandard                            
Non—complying                            
Total   94,673    

    

    

    

    

    94,673 

 

    As of December 31, 2020  
   Stage 1   Stage 2   Stage 3      
   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

   

Individual MCh$

   

Group MCh$

    Total MCh$  
Normal   58,063    236                        58,299 
Substandard                                
Non—complying                                
Total   58,063    236                        58,299 

 

 C: 

F-91

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

24.Provisions, continued:

 

(b)Impairment losses on contingent loan risks, continued:

 

b.Confirmed foreign letters of credit, continued:

 

An analysis of changes in the outstanding exposures on confirmed foreign letters of credit during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Outstanding exposure as of January 1, 2019   56,764                        56,764 
Net change on exposures   46,648                        46,648 
Transfer to Stage 1                            
Transfer to Stage 2                            
Transfer to Stage 3                            
Foreign exchange adjustments   (8,739)                       (8,739)
Exposure as of December 31, 2019   94,673    

    

    

    

    

    94,673 
                                    
Outstanding exposure as of January 1, 2020   94,673                        94,673 
Net change on exposures   (34,528)   236                    (34,292)
Transfer to Stage 1                            
Transfer to Stage 2                            
Transfer to Stage 3                            
Foreign exchange adjustments   (2,082)                       (2,082)
Exposure as of December 31, 2020   58,063    236    

    

    

    

    58,299 

 

An analysis of changes in ECL exposures on confirmed foreign letters of credit during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
ECL exposures as of January 1, 2019   29                             29 
Net change on exposures   (24)                            (24)
Transfer to Stage 1                                 
Transfer to Stage 2                                 
Transfer to Stage 3                                 
Impact on year-end ECL of exposures transferred between stages during the year                                 
Changes to models and assumptions   (1)                                      (1)
Foreign exchange adjustments                                 
ECL as of December 31, 2019   4                             4 
                                              
ECL exposures as of January 1, 2020   4                             4 
Net change on exposures                                 
Transfer to Stage 1                                 
Transfer to Stage 2                                 
Transfer to Stage 3                                 
Impact on year-end ECL of exposures transferred between stages during the year                                 
Changes to models and assumptions   7                             7 
Foreign exchange adjustments   (1)                            (1)
ECL as of December 31, 2020   10                             10 

 

 C: 

F-92

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

24.Provisions, continued:

 

(c)Impairment losses on contingent loan risks, continued:

 

c.Issued foreign letters of credit:

 

The table below shows the credit quality and the maximum exposure to credit risk based on the Bank’s internal credit rating system and year-end stage classification.

 

    As of December 31, 2019  
   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Normal   149,753    1,308    165,538    317            316,916 
Substandard                            
Non-complying                            
Total   149,753    1,308    165,538    317    

    

    316,916 

 

    As of December 31, 2020  
   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Normal   298,841    1,881    42,927                343,649 
Substandard           14                14 
Non-complying                            
Total   298,841    1,881    42,941    

    

    

    343,663 

 

An analysis of changes in the outstanding exposures on issued foreign letters of credit during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Outstanding exposure as of January 1, 2019   344,874    1,585    41,823    114            388,396 
Net change on exposures   (41,247)   (362)   (21,391)   371            (62,629)
Transfer to Stage 1   20,794    491    (20,794)   (491)            
Transfer to Stage 2   (167,024)   (333)   167,024    333             
Transfer to Stage 3                            
Foreign exchange adjustments   (7,644)   (73)   (1,124)   (10)           (8,851)
Exposure as of December 31, 2019   149,753    1,308    165,538    317    

    

    316,916 
                                    
Outstanding exposure as of January 1, 2020   149,753    1,308    165,538    317            316,916 
Net change on exposures   53,462    830    (20,836)   (530)           32,926 
Transfer to Stage 1   136,838    866    (136,838)   (866)            
Transfer to Stage 2   (37,319)   (1,048)   37,319    1,048             
Transfer to Stage 3                            
Foreign exchange adjustments   (3,893)   (75)   (2,242)   31            (6,179)
Exposure as of December 31, 2020   298,841    1,881    42,941    

    

    

    343,663 

 

 C: 

F-93

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

24.Provisions, continued:

 

(c)Impairment losses on contingent loan risks, continued:

 

c.Issued foreign letters of credit, continued:

 

An analysis of changes in ECL exposures on issued foreign letters of credit during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3     
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
ECL exposures  as of January 1, 2019   83    10                    93 
Net change on exposures   (61)   (8)   10    18            (41)
Transfer to Stage 1                            
Transfer to Stage 2   (3)   (1)   3    1             
Transfer to Stage 3                            
Impact on year-end ECL of exposures transferred between stages during the year           (2)               (2)
Changes to models and assumptions   1                        1 
Foreign exchange adjustments                            
ECL as of December 31, 2019   20    1    11    19            51 
                                    
ECL exposures  as of January 1, 2020   20    1    11    19            51 
Net change on exposures   7    3    (13)   (19)   (1)       (23)
Transfer to Stage 1   2        (2)                
Transfer to Stage 2   (10)   (4)   10    4             
Transfer to Stage 3                            
Impact on year-end ECL of exposures transferred between stages during the year   1        10    (4)           7 
Changes to models and assumptions   111        92        1        204 
Foreign exchange adjustments   (2)       (2)               (4)
ECL as of December 31, 2020   129        106                235 

 

d.Performance guarantees:

 

The table below shows the credit quality and the maximum exposure to credit risk based on the Bank’s internal credit rating system and year-end stage classification.

 

    As of December 31, 2019  
   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Normal   1,804,374    44,325    414,621    10,970            2,274,290 
Substandard           5,806                5,806 
Non—complying                   2,194    1,100    3,294 
Total   1,804,374    44,325    420,427    10,970    2,194    1,100    2,283,390 

 

    As of December 31, 2020  
   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Normal   1,573,058    46,523    568,005    615            2,188,201 
Substandard           21,833                21,833 
Non—complying                   3,851    485    4,336 
Total   1,573,058    46,523    589,838    615    3,851    485    2,214,370 

 

 C: 

F-94

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

24.Provisions, continued:

 

(c)Impairment losses on contingent loan risks, continued:

 

d.Performance guarantees. continued:

 

An analysis of changes in the outstanding exposures on Performance guarantees during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Outstanding exposure as of January 1, 2019   1,685,980    54,523    485,075    3,544    2,310    1,250    2,232,682 
Net change on exposures   129,463    (10,568)   (38,887)   8,898    (2,950)   (1,203)   84,753 
Transfer to Stage 1   249,755    18,249    (249,755)   (18,092)       (157)    
Transfer to Stage 2   (229,813)   (17,111)   230,906    17,417    (1,093)   (306)    
Transfer to Stage 3   (74)   (729)   (3,884)   (792)   3,958    1,521     
Foreign exchange adjustments   (30,937)   (39)   (3,028)   (5)   (31)   (5)   (34,045)
Exposure as of December 31, 2019   1,804,374    44,325    420,427    10,970    2,194    1,100    2,283,390 
                                    
Outstanding exposure as of January 1, 2020   1,804,374    44,325    420,427    10,970    2,194    1,100    2,283,390 
Net change on exposures   (33,951)   (8,832)   (6,254)   1,305    (5,241)   (1,226)   (54,199)
Transfer to Stage 1   128,944    29,217    (128,944)   (29,180)       (37)    
Transfer to Stage 2   (314,572)   (17,839)   314,683    18,347    (111)   (508)    
Transfer to Stage 3   (459)   (326)   (6,511)   (826)   6,970    1,152     
Foreign exchange adjustments   (11,278)   (22)   (3,563)   (1)   39    4    (14,821)
Exposure as of December 31, 2020   1,573,058    46,523    589,838    615    3,851    485    2,214,370 

 

An analysis of changes in ECL exposures on Performance guarantees during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3     
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
ECL exposures  as of January 1, 2019   2,308    509    765        495    3    4,080 
Net change on exposures   (1,717)   (178)   767    789    (791)   471    (659)
Transfer to Stage 1   287    20    (287)   (20)            
Transfer to Stage 2   (249)   (233)   919    233    (670)        
Transfer to Stage 3   (2)   (22)   (192)   (17)   194    39     
Impact on year-end ECL of exposures transferred between stages during the year   (18)   182    (684)   (231)   1,263    (39)   473 
Changes to models and assumptions   (15)       152                137 
Foreign exchange adjustments   7    (1)                   6 
ECL as of December 31, 2019   601    277    1,440    754    491    474    4,037 
                                    
ECL exposures  as of January 1, 2020   601    277    1,440    754    491    474    4,037 
Net change on exposures   359    (160)   6,341    (674)   (8,647)   (454)   (3,235)
Transfer to Stage 1   48    78    (48)   (68)       (10)    
Transfer to Stage 2   (222)   (169)   237    179    (15)   (10)    
Transfer to Stage 3       (2)   (4,038)   (6)   4,038    8     
Impact on year-end ECL of exposures transferred between stages during the year   2    235    362    (172)   6,261    (8)   6,680 
Changes to models and assumptions   2,002    658    2,138    (10)   851        5,639 
Foreign exchange adjustments           (10)       13        3 
ECL as of December 31, 2020   2,790    917    6,422    3    2,992        13,124 

 

 C: 

F-95

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

24.Provisions, continued:

 

(c)Impairment losses on contingent loan risks, continued:

 

e.Undrawn credit lines:

 

The table below shows the credit quality and the maximum exposure to credit risk based on the Bank’s internal credit rating system and year-end stage classification.

 

    As of December 31, 2019  
   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Normal   1,135,118    6,434,148    81,990    207,646            7,858,902 
Substandard           1,468                1,468 
Non—complying                   359    9,531    9,890 
Total   1,135,118    6,434,148    83,458    207,646    359    9,531    7,870,260 

 

    As of December 31, 2020  
   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Normal   1,055,119    6,244,331    138,432    182,812    20        7,620,714 
Substandard           3,896                3,896 
Non—complying                   837    24,935    25,772 
Total   1,055,119    6,244,331    142,328    182,812    857    24,935    7,650,382 

 

An analysis of changes in the outstanding exposures undrawn credit lines during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Outstanding exposure as of January 1, 2019   1,279,611    5,512,504    178,586    786,663    328    11,633    7,769,325 
Net change on exposures   (182,381)   668,090    (50,111)   (96,818)   (204)   (8,651)   329,925 
Transfer to Stage 1   162,455    1,058,685    (162,453)   (1,058,572)   (2)   (113)    
Transfer to Stage 2   (118,673)   (593,536)   118,848    598,413    (175)   (4,877)    
Transfer to Stage 3   (57)   (1,970)   (365)   (9,938)   422    11,908     
Foreign exchange adjustments   (5,837)   (209,625)   (1,047)   (12,102)   (10)   (369)   (228,990)
Exposure as of December 31, 2019   1,135,118    6,434,148    83,458    207,646    359    9,531    7,870,260 
                                    
Outstanding exposure as of January 1, 2020   1,135,118    6,434,148    83,458    207,646    359    9,531    7,870,260 
Net change on exposures   (28,109)   20,484    11,628    (102,141)   (568)   (7,903)   (106,609)
Transfer to Stage 1   80,990    516,008    (80,990)   (515,854)       (154)    
Transfer to Stage 2   (129,707)   (597,956)   129,751    606,469    (44)   (8,513)    
Transfer to Stage 3   (183)   (18,407)   (949)   (14,838)   1,132    33,245     
Foreign exchange adjustments   (2,990)   (109,946)   (570)   1,530    (22)   (1,271)   (113,269)
Exposure as of December 31, 2020   1,055,119    6,244,331    142,328    182,812    857    24,935    7,650,382 

 

 C: 

F-96

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

24.Provisions, continued:

 

(c)Impairment losses on contingent loan risks, continued:

 

e.Undrawn credit lines, continued:

 

An analysis of changes in ECL exposures on undrawn credit lines during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3     
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
ECL exposures  as of January 1, 2019   1,634    9,123    137    4,194        5,298    20,386 
Net change on exposures   (1,229)   4,832    25    (1,245)   63    (848)   1,598 
Transfer to Stage 1   88    6,162    (87)   (6,141)   (1)   (21)    
Transfer to Stage 2   (113)   (6,056)   191    7,838    (78)   (1,782)    
Transfer to Stage 3       (149)   (12)   (792)   12    941     
Impact on year-end ECL of exposures transferred between stages during the year   (35)   (389)   (129)   (1,116)   83    1,006    (580)
Changes to models and assumptions   (112)   (269)   63    (28)           (346)
Foreign exchange adjustments   1    (119)   (3)   (66)   (1)   (54)   (242)
ECL as of December 31, 2019   234    13,135    185    2,644    78    4,540    20,816 
                                    
ECL exposures  as of January 1, 2020   234    13,135    185    2,644    78    4,540    20,816 
Net change on exposures   181    (1,726)   502    (1,262)   (174)   (1,004)   (3,483)
Transfer to Stage 1   19    7,348    (19)   (7,301)       (47)    
Transfer to Stage 2   (93)   (5,942)   101    9,664    (8)   (3,722)    
Transfer to Stage 3       (317)   (67)   (766)   67    1,083     
Impact on year-end ECL of exposures transferred between stages during the year   (1)   (293)   77    (1,035)   349    8,479    7,576 
Changes to models and assumptions   899    53,001    267    1,294    116    (1,429)   54,148 
Foreign exchange adjustments   (3)   (128)   (8)   30    (8)   (196)   (313)
ECL as of December 31, 2020   1,236    65,078    1,038    3,268    420    7,704    78,744 

 

f.Other commitments:

 

The table below shows the credit quality and the maximum exposure to credit risk based on the Bank’s internal credit rating system and year-end stage classification as of December 31, 2019 and 2020.

 

    As of December 31, 2019  
   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Normal   155,163                        155,163 
Substandard                            
Non—complying                            
Total   155,163    

    

    

    

    

    155,163 

 

    As of December 31, 2020  
   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Normal   107,707                        107,707 
Substandard                            
Non—complying                            
Total   107,707    

    

    

    

    

    107,707 

 

 C: 

F-97

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

24.Provisions, continued:

 

(c)Impairment losses on contingent loan risks, continued:

 

f.Other commitments, continued:

 

An analysis of changes in the outstanding exposures on other commitments during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Outstanding exposure as of January 1, 2019   46,561                        46,561 
Net change on exposures   108,602                        108,602 
Transfer to Stage 1                            
Transfer to Stage 2                            
Transfer to Stage 3                            
Foreign exchange adjustments                            
Exposure as of December 31, 2019   155,163    

    

    

    

    

    155,163 
                                    
Outstanding exposure as of January 1, 2020   155,163                        155,163 
Net change on exposures   (47,456)                       (47,456)
Transfer to Stage 1                            
Transfer to Stage 2                            
Transfer to Stage 3                            
Foreign exchange adjustments                            
Exposure as of December 31, 2020   107,707    

    

    

    

    

    107,707 

 

An analysis of changes in ECL exposures on other commitments during the 2019 and 2020 periods are as follows:

 

   Stage 1   Stage 2   Stage 3      
   Individual   Group   Individual  Group   Individual   Group   Total 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
ECL exposures as of January 1, 2019                            
Net change on exposures                            
Transfer to Stage 1                            
Transfer to Stage 2                            
Transfer to Stage 3                            
Impact on year-end ECL of exposures transferred between stages during the year                            
Changes to models and assumptions                            
Foreign exchange adjustments   

    

    

    

    

    

    

 
ECL as of December 31, 2019   

    

    

    

    

    

    

 
                                    
ECL exposures as of January 1, 2020                            
Net change on exposures                            
Transfer to Stage 1                            
Transfer to Stage 2                            
Transfer to Stage 3                            
Impact on year-end ECL of exposures transferred between stages during the year                            
Changes to models and assumptions                            
Foreign exchange adjustments   

    

    

    

    

    

    

 
ECL as of December 31, 2020   

    

    

    

    

    

    

 

 

 C: 

F-98

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

25.Employee Benefits:

 

(a)Provisions for personnel benefits and payroll:

 

   2019   2020 
   MCh$   MCh$ 
Short-term personnel benefits (a.2)   51,051    43,941 
Vacation accrual (a.3)   27,609    33,993 
Employee defined benefit plan (a.1)(*)   7,566    7,581 
Other Benefits   22,849    25,728 
Total   109,075    111,243 

 

(*)See Note No. 2 (x) (iii).

 

(a.1)Employee defined benefit plan:

 

   2019   2020 
   MCh$   MCh$ 
Current service cost   101    367 
Interest cost on benefit obligation   222    160 
Actuarial gains and losses   247    91 
Net benefit expense   570    618 

 

The net benefit expense is recognized under “Personnel Expenses” (Note No. 34).

 

The principal assumptions used in determining pension obligations for the Bank’s plan are shown below:

 

   December 31,   December 31, 
   2019   2020 
   %   % 
Discount rate   3.17    2.31 
Annual salary increase   4.42    4.04 
Payment probability   99.99    99.99 

 

The most recent actuarial valuation of the staff severance indemnities provision was carried out during December 2020.

 

 C: 

F-99

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

25.Employee Benefits, continued:

 

Changes in the present value of the defined benefit obligation are as follows:

 

   2019   2020 
   MCh$   MCh$ 
Opening defined benefit obligation, January 1,   7,754    7,566 
Increase in provision   323    527 
Benefits paid   (758)   (603)
Actuarial gains and losses   247    91 
Closing defined benefit obligation   7,566    7,581 

 

(a.2)The following table details the changes in provisions for incentive plans during 2019 and 2020:

 

   2019   2020 
   MCh$   MCh$ 
Balances as of January 1,   47,797    51,051 
Provisions established   45,792    34,138 
Provisions used   (42,538)   (41,248)
Provisions released        
Balances as of December 31,   51,051    43,941 

 

(a.3)The following table details the changes in provisions for vacation during 2019 and 2020:

 

   2019   2020 
   MCh$   MCh$ 
Balances as of January 1,   26,855    27,609 
Provisions established   7,257    11,512 
Provisions used   (6,503)   (5,128)
Provisions released        
Balances as of December 31,   27,609    33,993 

 

(b)Provisions for share-based employee benefits:

 

As of December 31, 2019 and 2020, the Bank and its subsidiaries did not have a stock-based compensation plans.

 

 C: 

F-100

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

26.Other Liabilities:

 

As of December 31, 2019 and 2020, other liabilities are detailed as follows:

 

   2019   2020 
  

MCh$

  

MCh$

 
Accounts and notes payable   231,465    273,143 
Documents intermediated (*)   80,190    137,546 
Income received in advance (**)   125,418    68,907 
Cobranding   30,186    29,213 
VAT payable   4.523    5,742 
Securities unliquidated   135,547    2,725 
Insurance payments   1,157    1,802 
Outstanding transactions   792    725 
Others   22,389    34,540 
Total   631,667    554,343 

 

(*)This item mainly includes financing of simultaneous operations performed by subsidiary Banchile Corredores de Bolsa S.A.

(**)On January 28, 2019, Banco de Chile and its subsidiary Banchile Corredores de Seguros Ltda. informed that they had entered into a strategic alliance with the insurance companies Chubb Seguros Chile S.A. and Chubb Seguros de Vida Chile S.A. The framework of the strategic alliance establishes the general terms and conditions pursuant to which the Bank will grant, for a period of 15 years, exclusive access to the said insurance companies to provide insurance to clients via the face-to-face and digital channels of the Bank, through Banchile, as well as, granting access to existing clients of the Bank, subject to the exceptions agreed upon by the parties.

 

The aforementioned agreement included an initial payment on the date of the signing of the contracts, in accordance with the terms and conditions thereof, and annual payments subject to compliance with insurance sales objectives during the agreement lifetime.

 

On June 4, 2019, Banco de Chile received the payment from these insurance companies for an amount of Ch$149,061 million, which was recorded according to IFRS 15. The related income is recognized at the time of providing access to existing clients to these insurance companies and over time, depending on compliance with the associated performance obligations.

 

 C: 

F-101

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

27.Contingencies and Commitments:

 

(a)Commitments accounted for in off-balance-sheet accounts:

 

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.

 

   2019   2020 
  

MCh$

  

MCh$

 
Off-balance-sheet accounts          
Warranty by endorsement and sureties   280,838    224,079 
Confirmed foreign letters of credit   94,673    58,299 
Issued foreign letters of credit   316,916    343,663 
Performance guarantees   2,283,390    2,214,370 
Undrawn credit lines   7,870,260    7,650,382 
Other commitments   155,163    107,707 
           
Transactions on behalf of third parties          
Collections   144,043    157,671 
Third-party resources managed by the Bank:          
Financial assets managed on behalf of third parties   6,418    16,024 
Other assets managed on behalf of third parties        
Financial assets acquired on its own behalf   73,140    80,788 
           
Fiduciary activities          
Securities held in safe custody in the Bank   2,677,353    2,023,313 
Securities held in safe custody in other entities   18,719,297    18,467,801 
Total   32,621,491    31,344,097 

 

(b)Lawsuits and legal proceedings:

 

(b.1)Legal contingencies within the ordinary course of business:

 

At the date of issuance of these consolidated financial statements, there are legal actions filed against the Bank and its subsidiaries in the ordinary course of business. As of December 31, 2020, the Bank and its subsidiaries maintain provisions for legal contingencies amounting to Ch$244 million (Ch$237 million as of December 31, 2019), which are part of the item “Provisions” in the Statement of Financial Position.

 

The following table presents the estimated date of completion of the respective litigation:

 

   As of December 31, 2020 
   2021   2022   2023   2024   2025   Total 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Legal contingencies   43    30    4    167        244 

 

(b.2)Contingencies for significant lawsuits:

 

As of December 31, 2019 and 2020, there are not significant lawsuits that affect or may affect these Consolidated Financial Statements.

 

 C: 

F-102

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

27.Contingencies and Commitments, continued:

 

(c)Guarantees granted:

 

(i)In subsidiary Banchile Administradora General de Fondos S.A.:

 

In compliance with article 12 of Law No. 20,712, 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 3,778,100, maturing January 8, 2021 (UF 3,090,000 maturing January 10, 2020 in December 2019). The subsidiary took a policy with Mapfre Seguros Generales S.A. for the Real State Funds by a guaranteed amount of UF 877,000.

 

As of December 31, 2019 and 2020 the Bank had no guaranteed mutual funds.

 

(ii)In subsidiary Banchile Corredores de Bolsa S.A.:

 

For the purposes of ensuring correct and complete compliance with all of its obligations as a broker-dealer entity, in conformity with the provisions of article 30 and subsequent articles of Law No. 18,045 on Securities Markets, the subsidiary established a guarantee in an insurance policy for UF 20,000, insured by Mapfre Seguros Generales S.A., that matures on April 22, 2022, whereby the Securities Exchange of the Santiago Stock Exchange was appointed as the subsidiary’s creditors to representative.

 

   2019   2020 
  

MCh$

  

MCh$

 
Guarantees:          
Shares delivered to cover simultaneous forward sales transactions:          
Santiago Securities Exchange, Stock Exchange   85,302    47,684 
Electronic Chilean Securities Exchange, Stock Exchange   6,843    20,227 
           
Fixed income securities to guarantee CCLV system:          
Santiago Securities Exchange, Stock Exchange   7,985    10,000 
Shares delivered to guarantee equity lending and short-selling:          
Santiago Securities Exchange, Stock Exchange   382    2,858 
Total   100,512    80,769 

 

 C: 

F-103

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

27.Contingencies and Commitments, continued:

 

(c)Guarantees granted, continued:

 

(ii)In subsidiary Banchile Corredores de Bolsa S.A., continued:

 

In conformity with the internal regulation of the stock exchange in which this subsidiary participates, and for the purpose of securing the broker’s correct performance, the Company established a pledge over 1,000,000 shares of the Santiago Stock Exchange, in favor of that institution, as stated in the Public Deed dated September 13, 1990 before the notary of Santiago Mr. Raul Perry Pefaur, and over 100,000 shares of the Electronic Chilean Stock Exchange, in favor of that Institution, as stated in a contract signed between both entities dated May 16, 1990.

 

Banchile Corredores de Bolsa S.A. keeps an insurance policy current with Chubb Seguros Chile S.A. that expires April 2, 2021, this considers matters of employee fidelity, physical losses, falsification or adulteration, and currency fraud with a coverage amount equivalent to US$20,000,000.

 

It also provided a bank guarantee No. 3610198 in the amount of UF 253,800 for the benefits of investors in portfolio management contracts. This bank guarantee is revaluated in UF to fixed term, non-endorsable and has a maturity date of January 8, 2021.

 

It also provided a cash guarantee in the amount of US$122,494.32 for the purpose of complying with the obligations to Pershing, for any operations conducted through that broker.

 

(iii)In subsidiary Banchile Corredores de Seguros Ltda.

 

According to established in article 58, letter D of D.F.L. 251, as of December 31, 2020 the entity maintains two insurance policies with effect from April 15, 2020 to April 14, 2021 which protect it against of potential damages caused by infractions of the law, regulations and complementary rules that regulate insurance brokers, especially when the non-compliance comes from acts, errors or omissions of the broker, its representatives, agents or dependents that participate in the intermediation.

 

The policies contracted are the following:

 

Matter insured  Amount Insured (UF) 
Errors and omissions liability policy   60,000 
Civil responsibility policy   500 

 

(d)By Exempt Resolution No. 270, dated October 30, 2014, the Superintendency of Securities and Insurance (current Commission for the Financial Market) imposed a fine of UF 50,000 to Banchile Corredores de Bolsa S.A. for violations of the second paragraph of article 53 of the Securities Market Law, said company filed a claim with the competent Civil Court requesting the annulment of the fine. On December 10, 2019, a judgement in the case was issued reducing the fine to the amount of UF 7,500. The judgment indicated has been subject to cassation appeals filed by both parties, which are pending before the Court of Appeals of Santiago.

 

The company has not made provisions considering that the Bank’s legal advisors in charge of the procedure estimate that there are solid grounds that the claim filed by Banchile Corredores de Bolsa S.A. can be accepted.

 

 C: 

F-104

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

28.Equity:

 

(a)Authorized, subscribed and paid shares:

 

As of December 31, 2020, the paid-in capital of Banco de Chile is represented by 101,017,081,114 registered shares (101,017,081,114 in 2019), with no par value, subscribed and fully paid.

 

(b)Shares:

 

The following table shows the share movements from December 31, 2018 to December 31, 2020:

 

  

Total
Ordinary

Shares

 
Total shares as of December 31, 2018   101,017,081,114 
Total shares as of December 31, 2019   101,017,081,114 
Total shares as of December 31, 2020   101,017,081,114 

 

(c) Shareholders’ composition:

 

As of December 31, 2019, the shareholder composition was as follows:

 

Corporate Name or Shareholder’s Name

 

Shares

  

% of Equity
Holding

 
LQ Inversiones Financieras S.A.   46,815,289,329    46.34 
Banchile Corredores de Bolsa S.A.   5,708,422,261    5.65 
Inversiones LQ-SM Limitada   4,854,988,014    4.81 
Other minority shareholders   43,638,381,510    43.20 
Total   101,017,081,114    100.00 

 

As of December 31, 2020, the shareholder composition was as follows:

 

Corporate Name or Shareholder’s Name  Shares   % of Equity
Holding
 
LQ Inversiones Financieras S.A.   46,815,289,329    46.34 
Banchile Corredores de Bolsa S.A.   6,119,467,747    6.06 
Inversiones LQ-SM Limitada   4,854,988,014    4.81 
Other minority shareholders   43,227,336,024    42.79 
Total   101,017,081,114    100.00 

 

 C: 

F-105

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

28.

Equity, continued:

 

(d)Approval and payment of dividends:

 

At the Bank Ordinary Shareholders’ Meeting held on March 26, 2020, the distribution and payment of dividend No. 208 of Ch$3.47008338564 per share of the Banco de Chile was approved, with charge to the net distributable income for the year ended as of December 31, 2019. The dividends paid in the year 2020 amounted to Ch$350,538 million.

 

At the Bank Ordinary Shareholders’ Meeting held on March 28, 2019, the distribution and payment of dividend No. 207 of Ch$3.52723589646 per share of the Banco de Chile was approved, with charge to the net distributable income for the year ended as of December 31, 2018. The dividends paid in the year 2019 amounted to Ch$356,311 million.

 

The following dividends were declared and paid by the Bank for the year ended as of December 31, 2018, 2019 and 2020:

 

   2018   2019   2020 
Dividends on ordinary shares MCh$ :   374,079    356,311    350,538 
Dividends per ordinary share Ch$ (*):   3.76    3.53    3.47 

 

(*)Dividends per share are calculated by dividing the amount of the dividend paid during each year by the previous year’s number of shares outstanding.

 

(e)Provision for minimum dividends:

 

The Chilean Corporations Law mandates a minimum distribution of 30% of distributable income. Accordingly, the Bank recorded a liability under the line item “Provisions” for an amount of Ch$138,932 million (Ch$177,902 million in December 31, 2019) against “Retained earnings”.

 

(f)Other comprehensive income:

 

In accordance with Note No. 2(i) (iii), the fair market value adjustment for financial assets at fair value through other comprehensive income is generated by fluctuations in the fair value of that portfolio, with a charge or credit to equity, net of deferred taxes (see Note No. 12). For the year ended 2020, there was a net charge to equity in an amount of Ch$6,236 million (a net credit to equity for Ch$11,641 million in 2019).

 

Cash flow hedge adjustment consists of the portion of income of hedge instruments registered in equity produced in a cash flow hedge. For the year ended December 31, 2020, there was a net credit to equity in an amount of Ch$7,561 million (a net charge to equity for Ch$27,408 million for the period 2019).

 

(g)Retained earnings from previous years:

 

During the year 2020, the Ordinary Shareholders Meeting of Banco de Chile agreed to deduct and withhold from the 2019 liquid income, an amount equivalent to the value effect of the monetary unit of paid capital and reserves according to the variation in the Consumer Price Index, which occurred between November 2018 and November 2019, amounting to Ch$92,240 million. Additionally, the Board determined to withhold 30% of the remaining liquid income, which was equivalent to Ch$150,230 million.

 

 C: 

F-106

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

28.Equity, continued:

 

(h)Earnings per share:

 

Earnings per share is calculated by dividing the net profit for the year attributable to the ordinary equity holders of the Bank by the weighted average number of ordinary shares outstanding during the year.

 

The following table shows the income and share data used in the calculation of EPS:

 

   As of December 31, 
  

2018

  

2019

  

2020

 
Basic and diluted earnings per share:               
Net profits attributable to ordinary equity holders of the Bank (MCh$)   603,633    603,744    

401,629

 
Weighted average number of ordinary shares (*)   101,017,081,114    101,017,081,114    101,017,081,114 
Earnings per share (Ch$)   5.98    5.98    3.98 

 

(*)During 2018, the Bank capitalized 1,572,948,922 shares respectively, which are considered in the earnings per share calculation as if they had been outstanding during all periods presented.

 

During the periods presented the Bank did not have any instruments that could lead to a dilution of its ordinary shares.

 

There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of the completion of these financial statements.

 

 C: 

F-107

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

29.Interest Revenue and Expenses:

 

(a)As of each year-end below, interest revenue is detailed as follows:

 

   2018   2019   2020 
  

MCh$

  

MCh$

  

MCh$

 
Commercial loans   851,328    910,229    826,440 
Consumer loans   613,293    638,198    533,267 
Residential mortgage loans   502,832    532,009    520,271 
Financial investments   52,909    45,294    36,748 
Repurchase agreements   2,767    2,480    1,406 
Loans and advances to banks   24,138    27,457    10,797 
Gain (loss) from accounting hedges   (58,560)   (59,874)   (62,826)
Other interest revenue   11,910    17,755    10,692 
Total   2,000,617    2,113,548    1,876,795 

 

The amount of interest recognized on a received basis for impaired portfolio in 2020 amounts to Ch$3,811 million (Ch$4,415 million as of December 31, 2019).

 

(b)As of each year-end below, interest expenses are detailed as follows:

 

   2018   2019   2020 
  

MCh$

  

MCh$

  

MCh$

 
Savings accounts and time deposits   301,251    313,142    142,623 
Debt issued   352,351    386,015    403,989 
Other financial obligations   1,482    918    413 
Repurchase agreements   8,901    7,048    1,853 
Borrowings from financial institutions   29,275    43,570    27,830 
(Gain) loss from accounting hedges   (23,694)   (25,888)   (32,040)
Demand deposits   9,380    14,408    11,559 
Lease liabilities       2,574    2,532 
Other interest expenses   694    483    1,248 
Total   679,640    742,270    560,007 

 

(c)As of each year-end below, loss from accounting hedge is the following:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Cash Flow hedge   (33,031)   (28,690)   (22,293)
Fair value hedge   (1,835)   (5,296)   (8,493)
Total   (34,866)   (33,986)   (30,786)

 

 C: 

F-108

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

30.Income and Expenses from Fees and Commissions:

 

The income and expenses for fees and commissions shown in the Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2019 and 2020 refer to the following items:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Income from fees and commissions               
Debit and credit card services   167,201    185,878    156,786 
Investments in mutual funds and others   91,173    101,046    92,514 
Use of distribution channel and access to customers   20,974    65,243    75,074 
Collections and payments   52,717    56,389    54,730 
Portfolio management   46,730    47,816    50,272 
Fees for insurance transactions   32,886    37,035    33,049 
Guarantees and letter of credit   25,021    26,101    27,824 
Trading and securities management   24,632    21,878    22,017 
Brand use agreement   14,840    16,494    19,835 
Lines of credit and overdrafts   4,837    4,716    4,568 
Financial advisory services   5,046    4,393    4,487 
Other fees earned   19,057    22,183    20,990 
Total income from fees and commissions   505,114    589,172    562,146 
                
Expenses from fees and commissions               
Credit card transactions   (113,403)   (97,823)   (79,893)
Interbank transactions   (16,554)   (20,133)   (24,843)
Collections and payments   (6,546)   (6,284)   (4,927)
Securities transactions   (7,544)   (5,943)   (4,411)
Sales force   (258)   (404)   (244)
Other fees   (854)   (1,283)   (1,860)
Total expenses from fees and commissions   (145,159)   (131,870)   (116,178)

 

 C: 

F-109

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

31.Net Financial Operating Income:

 

The gain (losses) from trading and brokerage activities for the years ended December 31, 2018, 2019 and 2020 is detailed as follows:

 

   2018   2019   2020 
  

MCh$

  

MCh$

  

MCh$

 
Net income on financial assets held-for-trading   42,605    44,274    24,715 
Gain (loss) from mark to market   8,038    32,128    33,216 
Financial assets held-for-trading   50,643    76,402    57,931 
Sale of financial assets at fair value through other comprehensive income   1,118    4,789    27,091 
Sale of loan portfolio   267        39 
Net (loss) gain of other transactions   384    (145)   29 
Derivative instruments   64,730    32,391    (96,369)
Total   117,142    113,437    (11,279)

 

32.Foreign Exchange Transactions, net:

 

The detail of foreign exchange transactions for the years ended December 31, 2018, 2019 and 2020 is the following:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Gain (loss) from accounting hedges   118,690    113,374    (17,156)
Indexed foreign currency   (125,598)   (88,772)   176,469 
Exchange difference, net   9,609    6,284    (2,651)
Total   2,701    30,886    156,662 

 

 C: 

F-110

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

33.Provisions for Expected Credit Losses:

 

The changes in provisions for expected credit losses during 2018, 2019 and 2020 are the following:

 

   Loans and   Loans to customers as of December 31, 2018   Debt
instruments
at fair value
         
   advance to banks   

Commercial

loans

  

Mortgage

loans

  

Consumer

loans

   Subtotal   through
OCI
   Contingent
loan risks
   Total  
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Provisions established:                                
Individual provisions   (240)                       (2,368)   (2,608)
Group provisions       (61,702)   (7,546)   (241,244)   (310,492)           (310,492)
Provisions established net   (240)   (61,702)   (7,546)   (241,244)   (310,492)       (2,368)   (313,100)
                                         
Provisions released:                                        
Individual provisions       871            871    1,552        2,423 
Group provisions                           327    327 
Provisions released net       871            871    1,552    327    2,750 
                                         
Recovery of written-off assets       13,579    4,572    42,428    60,579            60,579 
                                         
Provisions net allowances for credit risk   (240)   (47,252)   (2,974)   (198,816)   (249,042)   1,552    (2,041)   (249,771)

 

 C: 

F-111

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

33.Provisions for Expected Credit Losses, continued:

 

   Loans and   Loans to customers as of December 31, 2019   Debt
instruments
at fair value
         
   advance to banks   

Commercial

loans

  

Mortgage

loans

  

Consumer

loans

   Subtotal   through
OCI
   Contingent
loan risks
   Total  
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Provisions established:                                
Individual provisions       (17,143)           (17,143)   (3,468)       (20,611)
Group provisions       (64,492)   (17,168)   (278,252)   (359,912)       (2,707)   (362,619)
Provisions established net       (81,635)   (17,168)   (278,252)   (377,055)   (3,468)   (2,707)   (383,230)
                                         
Provisions released:                                        
Individual provisions   902                        2,752    3,654 
Group provisions                                
Provisions released net   902                        2,752    3,654 
                                         
Recovery of written-off assets       12,253    5,114    30,608    47,975            47,975 
                                         
Provisions net allowances for credit risk   902    (69,382)   (12,054)   (247,644)   (329,080)   (3,468)   45    (331,601)

 

 C: 

F-112

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

33.Provisions for Expected Credit Losses, continued:

 

   Loans and   Loans to customers as of December 31, 2020   Debt instruments
at fair value
         
   advance to banks   

Commercial

loans

  

Mortgage

loans

  

Consumer

loans

   Subtotal   through
OCI
   Contingent
loan risks
   Total  
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
Provisions established:                                
Individual provisions   (348)   (207,611)           (207,611)       (18,084)   (226,043)
Group provisions       (88,278)   (4,607)   (219,463)   (312,348)       (55,126)   (367,474)
Provisions established net   (348)   (295,889)   (4,607)   (219,463)   (519,959)       (73,210)   (593,517)
                                         
Provisions released:                                        
Individual provisions                       4,652        4,652 
Group provisions                                
Provisions released net                       4,652        4,652 
                                         
Recovery of written-off assets       8,599    3,377    29,783    41,759            41,759 
                                         
Provisions net allowances for credit risk   (348)   (287,290)   (1,230)   (189,680)   (478,200)   4,652    (73,210)   (547,106)

 

 

 

 C: 

F-113

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

34.Personnel Expenses:

 

Personnel expenses for the year ended December 31, 2018, 2019 and 2020 are detailed as follows:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Remuneration   244,919    254,886    258,918 
Bonuses and incentives   62,675    71,028    61,526 
Variable Compensation   36,901    37,281    34,151 
Gratifications   26,275    27,889    28,167 
Lunch and health benefits   26,698    27,618    27,388 
Staff severance indemnities   19,941    35,100    22,994 
Training expenses   3,909    3,626    1,832 
Other personnel expenses   19,312    18,171    22,200 
Total   440,630    475,599    457,176 

 

 C: 

F-114

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

35.Administrative Expenses:

 

For the year ended December 31, 2018, 2019 and 2020, administrative expenses are detailed as follows:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
General administrative expenses               
Information technology and communications   79,300    92,264    99,763 
Maintenance and repair of property and equipment   36,716    50,297    48,218 
External advisory services and professional services fees   16,690    21,099    14,650 
Office supplies   8,535    9,366    11,094 
Surveillance and securities transport services   11,828    11,533    10,787 
Insurance premiums   5,286    5,851    8,273 
External service of financial information   4,787    5,461    5,912 
Energy, heating and other utilities   5,676    5,697    5,556 
Expenses for short-term leases and low value       5,801    4,729 
Postal box, mail, postage and home delivery services   6,045    5,131    4,218 
Legal and notary expenses   4,398    3,996    4,182 
External service of custody of documentation   3,088    3,315    3,359 
Donations   1,982    2,238    2,818 
Representation and travel expenses   3,763    3,657    2,780 
Other expenses of obligations for lease agreements       2,797    2,684 
Office rental and equipment and ATM   34,773         
Other general administrative expenses   8,591    5,227    4,495 
Subtotal   231,458    233,730    233,518 
                
Outsource services               
Credit pre-evaluation   21,952    19,159    12,241 
External technological developments expenses   9,984    9,459    11,371 
Data processing   8,562    10,129    9,333 
Certification and technology testing   6,823    7,460    6,062 
Other   3,577    3,470    2,435 
Subtotal   50.898    49,677    41,442 
                
Board expenses               
Board of Directors Compensation   2,511    2,509    2,795 
Other Board expenses   298    194    30 
Subtotal   2,809    2,703    2,825 
                
Marketing expenses               
Advertising   31,375    27,808    23,561 
Subtotal   31,375    27,808    23,561 
                
Taxes, payroll taxes and contributions               
Contribution to the banking regulator   9,548    10,285    11,408 
Real estate contributions   2,823    2,856    4,054 
Patents   1,243    1,209    1,284 
Other taxes   1,323    1,437    789 
Subtotal   14,937    15,787    17,535 
Total   331,477    329,705    318,881 

 

 C: 

F-115

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

36.Depreciation, Amortization and Impairment:

 

(a)Amounts charged to income for depreciation and amortization during the year ended December 31, 2018, 2019 and 2020 are detailed as follows:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Depreciation and amortization               
Depreciation of property and equipment (Note No.15(b) and Note No. 16)   27,185    29,194    29,845 
Depreciation of rights over leased assets (Note No. 15(d))       28,472    27,647 
Amortization of intangibles assets (Note No.14(b))   10,496    12,875    15,865 
Total   37,681    70,541    73,357 

 

(b)As of December 31, 2018, 2019 and 2020, the impairment loss is detailed as follows:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Impairment loss               
Impairment loss on property and equipment (Note No.15(b))   334    2,018    1,031 
Impairment loss on intangibles assets (Note No.14(b))       350    629 
Impairment of rights over leased assets (Note No. 15(d))       187    1 
Total   334    2,555    1,661 

 

 C: 

F-116

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

37.Other Operating Income:

 

During the year ended December 31, 2018, 2019 and 2020, the Bank and its subsidiaries presented the following under other operating income:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Income for assets received in lieu of payment               
Income from sale of assets received in lieu of payment   3,650    2,560    3 
Other income   56    40    87 
Subtotal   3,706    2,600    90 
                
Release of provisions for contingencies               
Other provisions for contingencies   7,526         
Subtotal   7,526         
                
Other income               
Release of provisions and expense recovery   4,218    9,002    6,497 
Rental investment properties   9,013    8,387    5,748 
Reimbursements for insurance policies   6,346    349    4,414 
Recovery from correspondent banks   2,591    2,816    2,841 
Income from sale leased assets   2,586    1,166    1,956 
Revaluation of prepaid monthly payments   1,224    1,731    1,569 
Credit card income   2,504    4,037    459 
Others   5,581    2,227    3,097 
Subtotal   34,063    29,715    26,581 
                
Total   45,295    32,315    26,671 

 

 C: 

F-117

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

38.Other Operating Expenses:

 

During the year ended December 31, 2018, 2019 and 2020, the Bank and its subsidiaries incurred the following other operating expenses:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Provisions and expenses for assets received in lieu of payment               
Provisions for assets received in lieu of payment   3,930    3,246    1,539 
Expenses to maintain assets received in lieu of payment   1,749    1,225    1,021 
Subtotal   5,679    4,471    2,560 
                
Provisions for contingencies               
Country risk provisions            
Other provisions   3    33    7 
Subtotal   3    33    7 
                
Other expenses               
Write-offs for operating risks   11,378    5,586    10,625 
Leasings operational expenses   4,504    5,111    5,430 
Card administration   2,640    2,490    2,599 
Correspondent banks   882    1,569    1,804 
Expenses for charge-off leased assets recoveries   2,287    1,072    597 
Others   2,213    3,518    3,055 
Subtotal   23,904    19,346    24,110 
                
Total   29,586    23,850    26,677 

  

39.Related Party Transactions:

 

Related parties are considered to be those natural or legal persons who are in positions to directly or indirectly have significant influence through their ownership or management of the Bank and its subsidiaries.

 

According to the above, the Bank has considered as related parties those natural or legal persons who have a direct participation or through third parties on bank ownership, where such participation exceeds 5% of the shares, and also people who, regardless of ownership, have authority and responsibility for planning, management and control of the activities of the entity or its subsidiaries. There also are considered as related the companies in which the parties related by ownership or management of the Bank have a share which reaches or exceeds 5%, or has the position of director, general manager or equivalent.

 

 C: 

F-118

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

39.Related Party Transactions, continued:

 

(a)Loans with related parties:

 

The following table details loans and accounts receivable and contingent loans, corresponding to related entities as of December 31, 2019 and 2020.

 

   Productive and Services Companies (*)   Investment
Companies (**)
   Individuals (***)   Total 
   2019   2020   2019   2020   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Loans and accounts receivable:                                        
Commercial loans   174,370    122,716    130,237    164,213    13,563    12,445    318,170    299,374 
Residential mortgage loans                   58,477    61,131    58,477    61,131 
Consumer loans                   9,862    8,743    9,862    8,743 
Gross loans   174,370    122,716    130,237    164,213    81,902    82,319    386,509    369,248 
Allowance for loan losses   (782)   (1,264)   (243)   (802)   (889)   (390)   (1,914)   (2,456)
Net loans   173,588    121,452    129,994    163,411    81,013    81,929    384,595    366,792 
                                         
Contingent loans:                                        
Guarantees and sureties   5,531    7,277    9,470    9,469            15,001    16,746 
Letters of credits   2,365    2,885    328                2,693    2,885 
Foreign letters of credits                                
Banks guarantees   32,650    25,129    43,478    35,733    57        76,185    60,862 
Undrawn credit lines   52,916    46,887    14,364    14,308    21,519    20,306    88,799    81,501 
Other contingencies loans                                
Total contingent loans   93,462    82,178    67,640    59,510    21,576    20,306    182,678    161,994 
Provision for contingencies loans   (214)   (218)   (52)   (55)   (37)   (51)   (303)   (324)
Contingent loans, net   93,248    81,960    67,588    59,455    21,539    20,255    182,375    161,670 
                                         
Amount covered by guarantee:                                        
Mortgage   30,807    15,575    57,456    54,891    69,165    82,777    157,428    153,243 
Warrant                                
Pledge                                
Others (****)   37,794    33,474    12,921    12,117    5,250    6,582    55,965    52,173 
Total collateral   68,601    49,049    70,377    67,008    74,415    89,359    213,393    205,416 

 

(*)For these effects are considered productive companies, those that meet the following conditions:

(i)They engage in operating activities and generate a separable flow of income;

(ii)Less than 50% of their assets are trading securities or investments.

Service companies are considered entities whose main purpose is oriented to rendering services to third parties.

(**)Investment companies include those legal entities that do not comply with the conditions for operating companies and are profit-oriented.

(***)Individuals include key members of the management and correspond to those who directly or indirectly have authority and responsibility for planning, administrating and controlling the activities of the organization, including directors. This category also includes their family members who influence or are influenced by such individuals in their interactions with the organization.

(****)These guarantees correspond mainly to warranty by endorsement and sureties, state guarantees and other financial guarantees.

 

 C: 

F-119

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

39.Related Party Transactions, continued:

 

(b)Other assets and liabilities with related parties as of December 31, 2019 and 2020:

 

   2019   2020 
  

MCh$

  

MCh$

 
Assets          
Cash and due from banks   99,802    261,386 
Transactions in the course of collection   63,969    35,833 
Financial assets held-for-trading   880    96 
Derivative instruments   495,378    252,748 
Investment instruments   12,141    31,548 
Other assets   76,548    96,362 
Total   748,718    677,973 
           
Liabilities          
Demand deposits   227,377    239,139 
Transactions in the course of payment   16,202    37,799 
Obligations under repurchase agreements   54,030    24,500 
Savings accounts and time deposits   396,028    338,732 
Derivative instruments   432,669    355,099 
Borrowings from financial institutions   292,172    114,758 
Lease liabilities   11,888    10,354 
Other liabilities   151,335    14,699 
Total   1,581,701    1,135,080 

 

(c)Income and expenses from related party transactions during the year ended December 31, 2018, 2019 and 2020:

 

   2018   2019   2020 
   Income   Expense   Income   Expense   Income   Expense 
Type of income or expense recognized  MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Interest and revenue expenses   21,736    7,196    19,039    2,619    15,790    258 
Fees and commission income   70,286    74,205    72,931    65,383    41,166    39,988 
Net financial operating income                              
Derivative instruments (*)   85,500    42,365    124,967    73,252    12,219    46,593 
Other financial operations           87    119    40     
Release or established of provision for credit risk       34        106        1,226 
Operating expenses       105,734        120,559        119,259 
Other income and expenses   446    45    542    26    469    4 

 

(*)The outcome of derivative operations is presented net at each related counterparty level. Additionally, this line includes operations with local counterpart banks (unrelated) which have been novated by Comder Contraparte Central S.A. (Related entity) for centralized clearing purposes, which generated a net gain of Ch$4,997 million as of December 31, 2020 (net gain of Ch$123,461 million as of December 31, 2019 and net gain of Ch$71,297 million as of December 31, 2018).

 

 C: 

F-120

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

39.Related Party Transactions, continued:

 

(d)Directors’ expenses and remunerations and payments to key management personnel:

 

   2018   2019   2020 
   MCh$   MCh$   MCh$ 
Personnel remunerations   3,926    4,148    3,918 
Short-term benefits   3,476    3,255    3,642 
Severance pay   1,037    1,264    1,550 
Directors’ remunerations and fees (*)   2,511    2,509    2,795 
Total   10,950    11,176    11,905 

 

(*)It includes fees paid to members of the Advisory Committee of Banchile Corredores de Seguros Ltda, of Ch$14 million (Ch$13 million in December 2019 and Ch$12 million in December 2018).

 

No fees were paid to the advisors of the Board of Directors during the 2020 (Ch$90 million in 2019 and Ch$206 million in 2018). Travel and other related expenses amount to Ch$30 million in 2020 (Ch$104 million in 2019 and Ch$92 million in 2018).

 

Composition of key personnel:

 

   N° of executives 
Position  2019   2020 
CEO  1   1 
CEOs of subsidiaries  6   6 
Division Managers  13   14 
Directors Bank and subsidiaries  19   19 
Total  39   40 

 

 C: 

F-121

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities:

 

Banco de Chile and its subsidiaries have defined a corporate framework for valuation and control related with the process to the fair value measurement.

 

Within the established framework includes the Product Control Unit (PCU), which is independent of the business areas and reports to the Financial Management and Control Division Manager. This function befalls on the Financial Control and Treasury Manager, through the Financial Risk Information and Control Section is responsible for independent verification of price and results of trading (including derivatives) and investment operations and all fair value measurements.

 

To achieve the appropriate measurements and controls, the Bank and its subsidiaries, take into account at least the following aspects:

 

(i)Industry standard valuation.

 

To value financial instruments, Banco de Chile uses industry standard modeling and inputs, including quota value, share price, discounted cash flows and valuation of options through Black-Scholes-Merton, according to the case. The input parameters for the valuation correspond to rates, prices and levels of volatility for different terms and market factors that are traded in the national and international market and that are provided by main sources of the market.

 

(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 (such as Bolsa de Comercio de Santiago, Bloomberg, LVA and Risk America, etc.). This quote represents the price at which these instruments are regularly traded in the financial markets.

 

(iii)Valuation techniques.

 

If no specific quotes are available for the instrument to be valued, valuation techniques will be used to determine the fair value.

 

Due to the fact that, in general, the valuation models require a set of market parameters as inputs, the aim is to maximize information based on observable or prices-related quotations for similar instruments in active markets. To the extent there is no information available in direct from the markets, data from external suppliers of information, prices of similar instruments and historical information are used to validate the valuation parameters.

 

 C: 

F-122

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(iv)Fair value adjustments.

 

Part of the fair value process considers two adjustments to the market value of each instrument calculated based on the market parameters. The Bid/offer adjustment represents the impact on the valuation of an instrument depending on whether the position corresponds to a long (bought) or a short (sold). To calculate this adjustment is used the direct quotes from active markets or indicative prices or derivatives of similar assets depending on the instrument, considering the Bid, Mid and Offer, respectively. Finally, the adjustment made for CVA and DVA for derivatives corresponds to the credit risk recognition of the issuer, either of the counterparty (CVA) or of Banco de Chile (DVA).

 

(v)Fair value control.

 

A process of independent verification of prices and rates is executed daily, in order to control the market parameters used by Banco de Chile in the valuation of the financial instruments relating to the current state of the market and from them the best estimate derived of the fair value. The objective of this process is to control that the official market parameters provided by the respective business area, before being entered into the valuation, are within acceptable ranges of differences when compared to the parameters prepared independently by the Financial Risk Information and Control Section. As a result, value differences are obtained at the level of currency, product and portfolio.

 

In the event significant differences exist, these differences are scaled according to the amount of individual materiality of each market factor and aggregated at the portfolio level, according to the grouping levels within previously defined ranges. These ranges are approved by the Finance, International and Financial Risk Committee.

 

Complementary and in parallel, the Financial Risk Information and Control Section generates and reports on a daily basis Profit or Loss (“P&L”) and Exposure to Market Risks, which allow for proper control and consistency of the parameters used in the valuation.

 

 C: 

F-123

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(vi)Judgmental analysis and information to Management.

 

In particular, in cases where there are no market quotations for the instrument to be valued and there are no prices for similar transactions instruments or indicative parameters, a specific controls and reasoned analysis must be carried out in order to estimate the fair value of the operation. Within the valuation framework described in the Reasonable Value Policy (and its procedure) approved by the Board of Directors of Banco de Chile, a required level of approval is set in order to carry out transactions where market information is not available or it is not possible to infer prices or rates from it.

 

(a)Fair value hierarchy

 

Banco de Chile and its subsidiaries, classify all the financial instruments among the following levels:

 

Level 1:These are financial instruments whose fair value is calculated at quoted prices (unadjusted) in extracted from liquid and deep markets. For these instruments there are observable market prices (return internal rates, quote value, price) the observable market, so that assumptions are not required to determine the value.

 

In this level, the following instruments are considered: currency futures, debt instruments issued by the Treasury and the Central Bank of Chile, which belong to benchmarks, mutual fund investments and equity shares.

 

For the instruments of the Central Bank of Chile and the General Treasury of the Republic, all those mnemonics belonging to a Benchmark, in other words corresponding to one of the following categories published by the Santiago Stock Exchange, will be considered as Level 1: Pesos-02, Pesos-03, Pesos-04, Pesos-05, Pesos-07, Pesos-10, UF-02, UF-04, UF-05, UF-07, UF-10, UF-20, UF-30. A Benchmark corresponds to a group of mnemonics that are similar in duration and are traded in an equivalent way, i.e., the price (return internal rates in this case) obtained is the same for all the instruments that make up a Benchmark. This feature defines a greater depth of market, with daily quotations that allow classifying these instruments as Level 1.

 

In the case of debt issued by the Chilean Government, the internal rate of return of the market is used to discount all flows to present value. In the case of mutual funds and equity shares, the current market price per share, this multiplied by the number of instruments results in the fair value.

 

The preceding described valuation methodology is equivalent to the one used by the Bolsa de Comercio de Santiago (Santiago Stock Exchange) and corresponds with the standard methodology used in the market and is in accordance with standards used in IFRS.

 

 C: 

F-124

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

Level 2:They are financial instruments whose fair value is calculated based on prices other than in quoted in Level 1 that are observable for the asset or liability, directly (that is, as prices or internal rates of return) or indirectly (that is, derived from prices or internal rates of return from similar instruments). These categories include:

 

a)Quoted prices for similar assets or liabilities in active markets.

b)Quoted prices for identical or similar assets or liabilities in markets that are not active.

c)Inputs data other than quoted prices that are observable for the asset or liability.

d)Inputs data corroborated by the market.

 

At this level there are mainly derivatives instruments, debt issued by banks, debt issued by Chilean and foreign companies, issued in Chile or abroad, mortgage notes, financial brokerage instruments and some issuances by the Central Bank of Chile and the General Treasury of Chile, which do not belong to benchmarks.

 

To value derivatives, depends on whether they are impacted by volatility as a relevant market factor in standard valuation methodologies; for options the Black-Scholes-Merton formula is used; for the rest of the derivatives, forwards and swaps, discounted cash flows method is used.

 

For the remaining instruments at this level, as for debt issues of Level 1, the valuation is done through cash flows model by using an estimated yield to maturity that can be derived or estimated from internal rates of return of similar securities as mentioned above.

 

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 have observable quoted price in active markets. These models incorporate various market variables, including the credit quality of counterparties, exchange rates and interest rate curves.

 

 C: 

F-125

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

Valuation Techniques and Inputs for Level 2 Instrument:

 

Type of Financial
Instrument

Valuation
Method
Description: Inputs and Sources

Local Bank and
Corporate Bonds

 

Discounted cash flows model

Prices (internal rates of return) are provided by third party price providers that are widely used in the Chilean market.

 

Model is based on a Base Yield (Central Bank Bonds) and issuer spread.

 

The model is based on daily prices and risk/maturity similarities between Instruments.

Offshore Bank and
Corporate Bonds

 

Prices (internal rates of return) are provided by third party price providers that are widely used in the Chilean market.

 

Model is based on daily prices.

Local Central Bank
and Treasury Bonds

 

Prices (internal rates of return) are provided by third party price providers that are widely used in the Chilean market.

 

Model is based on daily prices.

Mortgage
Notes

 

Prices (internal rates of return) are provided by third party price providers that are widely used in the Chilean market.

 

Model is based on a Base Yield (Central Bank Bonds) and issuer spread.

 

The model takes into consideration daily prices and risk/maturity similarities between instruments.

Time
Deposits

 

Prices are provided by third party price providers that are widely used in the Chilean market.

 

Model is based on daily prices and considers risk/maturity similarities between instruments.

Cross Currency Swaps,
Interest Rate Swaps,
FX Forwards, Inflation
Forwards

 

Forward Points, Inflation forecast and local swap rates are provided by market brokers that are widely used in the Chilean market

 

Offshore rates and spreads are obtained from third party price providers that are widely used in the Chilean market.

 

Zero Coupon rates are calculated by using the bootstrapping method over swap rates.

FX Options

Black-Scholes Model

Prices for volatility surface estimates are obtained from market brokers that are widely used in the Chilean market.

 

 C: 

F-126

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

Level 3:These are financial instruments whose fair value is determined using non-observable inputs data neither for the assets or liabilities under analysis nor for similar instruments. An adjustment to an input that is significant to the entire measurement can result in a fair value measurement classified within Level 3 of the fair value hierarchy, if the adjustment uses significant non-observable data entry.

 

The instruments likely to be classified as Level 3 are mainly Corporate Debt by Chilean and foreign companies, issued both in Chile and abroad.

 

Valuation Techniques and Inputs for Level 3 Instrument:

 

Type of Financial
Instrument

Valuation
Method
Description: Inputs and Sources
Local Bank and Corporate Bonds Discounted cash flows model Since inputs for these types of securities are not observable by the market, we model interest rate of returns for them based on a Base Yield (Central Bank Bonds) and issuer spread. These inputs (base yield and issuer spread) are provided on a daily basis by third party price providers that are widely used in the Chilean market.
Offshore Bank and Corporate Bonds Discounted cash flows model Since inputs for these types of securities are not observable by the market, we model interest rate of returns for them based on a Base Yield (US-Libor) and issuer spread. These inputs (base yield and issuer spread) are provided on a weekly basis by third party price providers that are widely used in the Chilean market.

 

 C: 

F-127

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(b)Level hierarchy classification and figures:

 

The following table shows the figures by hierarchy, for instruments recorded at fair value in the statement of financial position as of December 31, 2019 and 2020.

 

   Level 1   Level 2   Level 3   Total 
   2019   2020   2019   2020   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Financial Assets                                
Financial assets held-for-trading                                
From the Chilean government and Central Bank   93,032    75,701    1,030,657    4,083,591            1,123,689    4,159,292 
Other instruments issued in Chile   3,272    1,002    316,971    99,302    55,094    5,494    375,337    105,798 
Instruments issued abroad       164                        164 
Mutual fund investments   373,329    400,902                    373,329    400,902 
Total   469,633    477,769    1,347,628    4,182,893    55,094    5,494    1,872,355    4,666,156 
Derivative Instruments                                        
Derivative contracts for trading purposes                                        
Forwards           956,632    551,964            956,632    551,964 
Swaps           1,761,952    2,013,247            1,761,952    2,013,247 
Call options           4,961    269            4,961    269 
Put options           1,076    1,462            1,076    1,462 
Futures                                
Subtotal           2,724,621    2,566,942            2,724,621    2,566,942 
Hedge derivative contracts                                        
Fair value hedge (Swaps)           32                32     
Cash flow hedge (Swaps)           61,562    51,062            61,562    51,062 
Subtotal           61,594    51,062            61,594    51,062 
Total           2,786,215    2,618,004            2,786,215    2,618,004 
Financial assets at fair value through other comprehensive income                                        
Debt instruments (1):                                        
From the Chilean government and Central Bank   66,953        42,109    163,600            109,062    163,600 
Instruments issued in Chile           1,221,862    860,327    7,069    36,596    1,228,931    896,923 
Instruments issued abroad           19,853                19,853     
Subtotal   66,953        1,283,824    1,023,927    7,069    36,596    1,357,846    1,060,523 
Equity instruments:                                        
Instruments issued in Chile           7,446    6,869            7,446    6,869 
Instruments issued abroad   955    670            96    91    1,051    761 
Subtotal   955    670    7,446    6,869    96    91    8,497    7,630 
Total   67,908    670    1,291,270    1,030,796    7,165    36,687    1,366,343    1,068,153 
Total Financial Assets   537,541    478,439    5,425,113    7,831,693    62,259    42,181    6,024,913    8,352,313 
                                         
Financial liabilities                                        
Derivative contracts for trading purposes                                        
Forwards           673,932    637,164            673,932    637,164 
Swaps           2,097,022    2,130,393            2,097,022    2,130,393 
Call options           1,529    306            1,529    306 
Put options           2,209    2,099            2,209    2,099 
Futures                                
Subtotal           2,774,692    2,769,962            2,774,692    2,769,962 
Hedge derivative contracts                                        
Fair value hedge (Swaps)           9,286    6,519            9,286    6,519 
Cash flow hedge (Swaps)           34,443    65,172            34,443    65,172 
Subtotal           43,729    71,691            43,729    71,691 
Total Financial liabilities           2,818,421    2,841,653            2,818,421    2,841,653 

 

(1)As of December 31, 2020, 100% of instruments of level 3 have denomination “Investment Grade”. Also, 100% of total of these financial instruments correspond to domestic issuers.

 

 C: 

F-128

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(c)Level 3 Reconciliation

 

The following tables show the reconciliation between the beginning and ending balances of instruments classified as Level 3, whose fair value is reflected in the Financial Statements.

 

   2019 
  

Balance as of
January 1,
2019

  

Gain (Loss)
Recognized in
Income (1)

  

Gain (Loss)
Recognized in
Equity (2)

  

Purchases

  

Sales

  

Transfer from
Level 1 and 2

  

Transfer to
Level 1 and 2

  

Balance as of
December 31,
2019

 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Financial Assets                                        
Financial assets held-for-trading:                                        
Other instruments issued in Chile   20,866    (38)       48,017    (26,504)   13,368    (615)   55,094 
Subtotal   20,866    (38)       48,017    (26,504)   13,368    (615)   55,094 
                                         
Financial assets at fair value through OCI:                                        
Debt instruments:                                        
Other instruments issued in Chile   23,021    968    (517)       (18,177)   1,774        7,069 
Equity instruments:                                        
Instruments issued abroad   89        7                    96 
Subtotal   23,110    968    (510)       (18,177)   1,774        7,165 
                                         
Total   43,976    930    (510)   48,017    (44,681)   15,142    (615)   62,259 

 

   2020 
  

Balance as of
January 1,
2020

  

Gain (Loss)
Recognized in
Income (1)

  

Gain (Loss)
Recognized in
Equity (2)

  

Purchases

  

Sales 

  

Transfer from
Level 1 and 2

  

Transfer to
Level 1 and 2

  

Balance as of
December 31,
2020

 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Financial Assets                                        
Financial assets held-for-trading:                                        
Other instruments issued in Chile   55,094    (708)       49,424    (98,316)           5,494 
Subtotal   55,094    (708)       49,424    (98,316)           5,494 
                                         
Financial assets at fair value through OCI:                                        
Debt instruments:                                        
Other instruments issued in Chile   7,069    323    (647)   71,539    (70,897)   29,209        36,596 
Equity instruments:                                        
Instruments issued abroad   96        (5)                   91 
Subtotal   7,165    323    (652)   71,539    (70,897)   29,209        36,687 
                                         
Total   62,259    (385)   (652)   120,963    (169,213)   29,209        42,181 

 

(1)It is recorded in the income statement under “Net financial operating income”

(2)It is recorded in Equity under “Other Comprehensive Income”

 

 C: 

F-129

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(d)Transfers between levels:

 

The following tables show transfers between levels for financial assets and liabilities whose fair value is recorded in the consolidated financial statements:

 

   Transfers from
level 1 to
level 2
 
Financial assets  2019 
   MCh$ 
Financial assets held-for-trading instruments     
From the Chilean Government and Central Bank   84 
      
Instruments issued abroad     
From the Chilean Government and Central Bank    

 

   Transfers from
level 2 to
level 1
 
Financial assets  2019 
  MCh$ 
Financial assets held-for-trading instruments     
From the Chilean Government and Central Bank   17 
      
Instruments issued abroad     
From the Chilean Government and Central Bank    

 

   Transfers from
level 1 to
level 2
 
Financial assets  2020 
  MCh$ 
Financial assets held-for-trading instruments     
From the Chilean Government and Central Bank   425 
      
Financial assets at fair value through OCI     
From the Chilean Government and Central Bank    

 

   Transfers from
level 2 to
level 1
 
Financial assets  2020 
 

MCh$

 
Financial assets held-for-trading instruments     
From the Chilean Government and Central Bank   109 
      
Financial assets at fair value through OCI     
From the Chilean Government and Central Bank    

 

 C: 

F-130

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(e)Sensitivity of level 3 instruments to changes in key assumptions of the input parameters for the valuation model:

 

The following table shows the impact on the fair value of Level 3 financial instruments using alternative assumptions that are reasonably possible. It is believed that the positive and negative impacts are similar:

 

   As of December 31, 2019   As of December 31, 2020 
   Level 3  

Sensitivity to
changes

in key assumptions of models

   Level 3   Sensitivity to
changes
in key assumptions of models
 
Financial Assets  MCh$   MCh$   MCh$   MCh$ 
Financial assets held-for-trading                    
Other instruments issued in Chile   55,094    (466)   5,494    (8)
Subtotal   55,094    (466)   5,494    (8)
Financial assets at fair value through OCI                    
Debt instrument:                    
Other instruments issued in Chile   7,069    (86)   36,596    (525)
Equity instrument:                    
Instruments issued abroad   96        91     
Subtotal   7,165    (86)   36,687    (525)
Total   62,259    (552)   42,181    (533)

 

With the purpose of determining the sensitivity of the financial investments to changes in significant market factors, the Bank has made alternative calculations at fair value, changing those key parameters for the valuation and which are not directly observable in screens. In the case of the financial assets listed in the table above, which correspond to Bank Bonds and Corporate Bonds, it was considered that, since there are no current observables prices, the input prices will be based on brokers’ quotes. The prices are usually calculated as a base rate plus a spread. For Local Bonds it was determined to apply a 10% impact on the price, while for the Off Shore Bonds it was determined to apply a 10% impact only on the spread, since the base rate is covered by interest rate swaps instruments in the so-called accounting hedges. The 10% impact is considered reasonable, taking into account the market performance of these instruments and comparing it against the bid / offer adjustment that is provisioned by these instruments.

 

 C: 

F-131

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(f)Other assets and liabilities not measured at fair value:

 

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   Fair Value 
   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$ 
Assets                
Cash and due from banks   2,392,166    2,560,216    2,392,166    2,560,216 
Transactions in the course of collection   331,420    163,252    331,420    163,252 
Investments under resale agreements   142,329    76,407    142,329    76,407 
Subtotal   2,865,915    2,799,875    2,865,915    2,799,875 
Loans and advances to banks                    
Domestic banks   149,974    259,788    149,974    259,788 
Central Bank of Chile   630,053    2,380,033    630,053    2,380,033 
Foreign banks   360,054    299,377    358,542    297,778 
Subtotal   1,140,081    2,939,198    1,138,569    2,937,599 
Loans to Customers at amortized cost                    
Commercial loans   16,039,411    17,120,207    15,988,330    16,968,143 
Residential mortgage loans   9,163,019    9,352,720    9,888,506    10,075,011 
Consumer loans   4,181,609    3,628,656    4,215,509    3,711,582 
Subtotal   29,384,039    30,101,583    30,092,345    30,754,736 
Total   33,390,035    35,840,656    34,096,829    36,492,210 
                     
Liabilities                    
Current accounts and other demand deposits   11,326,133    15,167,229    11,326,133    15,167,229 
Transactions in the course of payment   98,869    882,944    98,869    882,944 
Obligations under repurchase agreements   308,734    288,917    308,734    288,917 
Saving accounts and time deposits   10,856,618    8,899,541    10,795,125    8,885,015 
Borrowings from financial institutions   1,563,277    3,669,753    1,555,129    3,415,959 
Other financial obligations   156,229    191,713    160,361    217,311 
Subtotal   24,309,860    29,100,097    24,244,351    28,857,375 
Debt issued                    
Letters of credit for residential purposes   10,229    6,532    11,081    7,201 
Letters of credit for general purposes   669    254    725    280 
Bonds   7,912,621    7,700,402    8,340,272    8,390,594 
Subordinated bonds   889,895    886,407    1,004,621    1,004,196 
Subtotal   8,813,414    8,593,595    9,356,699    9,402,271 
Total   33,123,274    37,693,692    33,601,050    38,259,646 

 

 C: 

F-132

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(f)Other assets and liabilities not measured at fair value, continued:

 

Other financial assets and liabilities not measured at their fair value, but for which a fair value is estimated, even if not managed based on such value, include assets and liabilities such as placements, deposits and other time deposits, debt issued, and other financial assets and obligations with different maturities and characteristics. The fair value of these assets and liabilities is calculated using the Discounted Cash Flow model and the use of various data sources such as yield curves, credit risk spreads, etc. In addition, because some of these assets and liabilities are not traded on the market, periodic reviews and analyzes are required to determine the suitability of the inputs and determined fair values.

 

(g)Levels of other assets and liabilities:

 

The table below sets forth the fair value of Financial Assets/Liabilities not measured at fair value on the balance sheet, for the years ended December 31, 2019 and 2020:

 

   Level 1   Level 2   Level 3   Total 
   Estimated Fair Value   Estimated Fair Value   Estimated Fair Value   Estimated Fair Value 
   2019   2020   2019   2020   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Assets                                
Cash and due from banks   2,392,166    2,560,216                    2,392,166    2,560,216 
Transactions in the course of collection   331,420    163,252                    331,420    163,252 
Investments under resale agreements   142,329    76,407                    142,329    76,407 
Subtotal   2,865,915    2,799,875                    2,865,915    2,799,875 
Loans and advances to banks                                        
Domestic banks   149,974    259,788                    149,974    259,788 
Central Bank of Chile   630,053    2,380,033                    630,053    2,380,033 
Foreign banks                   358,542    297,778    358,542    297,778 
Subtotal   780,027    2,639,821            358,542    297,778    1,138,569    2,937,599 
Loans to Customers at amortized cost                                        
Commercial loans                   15,988,330    16,968,143    15,988,330    16,968,143 
Residential mortgage loans                   9,888,506    10,075,011    9,888,506    10,075,011 
Consumer loans                   4,215,509    3,711,582    4,215,509    3,711,582 
Subtotal                   30,092,345    30,754,736    30,092,345    30,754,736 
Total   3,645,942    5,439,696            30,450,887    31,052,514    34,096,829    36,492,210 
                                         
Liabilities                                        
Current accounts and other demand deposits   11,326,133    15,167,229                    11,326,133    15,167,229 
Transactions in the course of payment   98,869    882,944                    98,869    882,944 
Obligations under repurchase agreements   308,734    288,917                    308,734    288,917 
Savings accounts and time deposits                   10,795,125    8,885,015    10,795,125    8,885,015 
Borrowings from financial institutions                   1,555,129    3,415,959    1,555,129    3,415,959 
Other financial obligations                   160,361    217,311    160,361    217,311 
Subtotal   11,733,736    16,339,090            12,510,615    12,518,285    24,244,351    28,857,375 
Debt Issued                                        
Letters of credit for residential purposes           11,081    7,201            11,081    7,201 
Letters of credit for general purposes           725    280            725    280 
Bonds           8,340,272    8,390,594            8,340,272    8,390,594 
Subordinate bonds                   1,004,621    1,004,196    1,004,621    1,004,196 
Subtotal           8,352,078    8,398,075    1,004,621    1,004,196    9,356,699    9,402,271 
Total   11,733,736    16,339,090    8,352,078    8,398,075    13,515,236    13,522,481    33,601,050    38,259,646 

 

 C: 

F-133

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(g)Levels of other assets and liabilities, continued:

 

We estimate fair values for these assets/liabilities, as follows:

 

Short-Term Financial Assets/Liabilities: For assets and liabilities with no specific maturity (on demand) or terms of less than three months we use the carrying or book values as proxies of their fair value, since their tenors are not believed to significantly affect their valuation. As a result, these assets/liabilities are categorized in Level 1. This assumption is applied to the following assets/liabilities:

 

Assets

 

Liabilities

- Cash and due from banks   - Current accounts and other demand deposits
- Transactions in the course of collection   - Transactions in the course of payments
- Investment under resale agreements   - Obligations under repurchase agreements
- Loans and advance to domestic banks    

 

Loans to Customers at amortized cost and Advance to foreign banks: Fair value is determined by using the discounted cash flow model and internally generated discount rates, based on internal transfer rates derived from our internal transfer price process. Once the present value is determined, we deduct the related loan loss allowances in order to incorporate the credit risk associated with each contract or loan. As we use internally generated parameters for valuation purposes, we categorize these instruments in Level 3.

 

Letters of Credit and Bonds: In order to determine the present value of contractual cash flows, we apply the DCF model by using market interest rates that are available in the market, either for the instruments under valuation or instruments with similar features that fit valuation needs in terms of currency, maturities and liquidity. The market interest rates are obtained from third party price providers widely used by the market. As a result of the valuation technique and the quality of inputs (observable) used for valuation, we categorize these financial liabilities in Level 2.

 

Saving Accounts, Time Deposits, Borrowings from Financial Institutions, Subordinated Bonds and Other borrowings financial: The DCF model is used to obtain the present value of committed cash flows by applying a bucket approach and average adjusted discount rates that are derived from both market rates for instruments with similar features and our internal transfer price process. As we use internally generated parameters and/or apply significant judgmental analysis for valuation purposes, we categorize these financial assets/liabilities in Level 3.

 

 C: 

F-134

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

40.Fair Value of Financial Assets and Liabilities, continued:

 

(h)Offsetting of financial assets and liabilities:

 

In accordance with IAS 32 Financial Instruments: Presentation, the Bank should report financial assets and financial liabilities on a net basis on the balance sheet only if there is a legally enforceable right to set off the recognized amounts and there is intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. Because Bank’s netting agreements do not qualify for balance sheet netting, it presents its financial instruments on a gross basis on the balance sheet.

 

The following table shows the impact of netting arrangements on all derivative financial instruments that are subject to enforceable master netting agreements or similar agreements (including financial collaterals), but do not qualify for balance sheet netting.

 

The “Net amounts” presented below are not intended to represent the Bank’s actual exposure to credit risk, as a variety of credit mitigation strategies are employed in addition to netting and collateral arrangements.

 

  

Effect of offsetting on balance sheet

  

Related amount not offset

 
   Gross amount   Amounts offset   Net amounts reported on the balance sheet   Financial Instruments   Financial Collateral   Net amount 
As of December 31, 2019 

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Derivative financial assets   2,786,215        2,786,215    (2,113,970)   (43,337)   628,908 
Derivative financial liabilities   2,818,421        2,818,421    (2,113,970)   (418,988)   285,463 

 

  

Effect of offsetting on balance sheet 

  

Related amount not offset 

 
   Gross amount   Amounts offset   Net amounts reported on the balance sheet   Financial Instruments   Financial Collateral   Net amount 
As of December 31, 2020 

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Derivative financial assets   2,618,004        2,618,004    (2,258,554)   (85,614)   273,836 
Derivative financial liabilities   2,841,653        2,841,653    (2,258,554)   (218,329)   364,770 

 

Derivative assets and liabilities

 

The “Financial Instruments” column identifies financial assets and liabilities that are subject to set off under netting agreements, such as the ISDA Master Agreement of derivative exchange or clearing counterparty agreements, whereby all outstanding transactions with the same counterparty could be offset and close-out netting applied across all outstanding transaction covered by the agreements if an event of default or other predetermined events occur (“early contract termination”).

 

Financial collateral refers to cash and non-cash collateral obtained, typically daily or weekly, to cover the net exposure between counterparties by enabling the collateral to be realized in an event of default or if other predetermined events occur (“early contract termination”).

 

 C: 

F-135

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

41.Maturity of Assets and Liabilities:

 

The table below shows the classification of assets and liabilities as current and non-current as the balance sheet is presented in the order of liquidity without indicating this information:

 

   2019 
   Demand   Up to
1 month
  

Over

1 month and
up to
3 months

   Over
3 month and
up to
12 months
   Subtotal
up to 1
year
   Over
1 year
and up to
3 years
   Over
3 year
and up to
5 years
  

Over

5 years

   Subtotal over
1 year
   Total 
Assets  MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$ 
Cash and due from banks   2,392,166                2,392,166                    2,392,166 
Transactions in the course of collection       331,420            331,420                    331,420 
Financial Assets held-for-trading       1,872,355            1,872,355                    1,872,355 
Investments under resale agreements       102,057    29,393    10,879    142,329                    142,329 
Derivative instruments       158,873    314,446    621,036    1,094,355    543,469    411,470    736,921    1,691,860    2,786,215 
Loans and advances to banks (*)       876,119    97,585    166,487    1,140,191                    1,140,191 
Loans to customers at amortized cost (*)       4,175,064    2,340,320    5,685,646    12,201,030    5,624,031    3,198,639    9,009,572    17,832,242    30,033,272 
Financial Assets at Fair Value through Other Comprehensive Income       23,786    225,772    779,872    1,029,430    106,930    30,080    199,903    336,913    1,366,343 
Financial assets held-to-maturity                                        
Total financial assets   2,392,166    7,539,674    3,007,516    7,263,920    20,203,276    6,274,430    3,640,189    9,946,396    19,861,015    40,064,291 

 

       2020 
   Demand   Up to
1 month
   Over
1 month and
up to 3
months
   Over
3 month and
up to 12
months
   Subtotal
up to
1 year
   Over
1 year and up to 3
years
   Over
3 year and up to 5
years
  

Over

5 years

   Subtotal
over
1 year
   Total 
Assets  MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$ 
Cash and due from banks   2,560,216                2,560,216                    2,560,216 
Transactions in the course of collection       163,252            163,252                    163,252 
Financial Assets held-for-trading       4,666,156            4,666,156                    4,666,156 
Investments under resale agreements       39,095    20,591    16,721    76,407                    76,407 
Derivative instruments       131,978    211,871    423,431    767,280    593,691    405,153    851,880    1,850,724    2,618,004 
Loans and advances to banks (*)       2,743,134    71,401    125,121    2,939,656                    2,939,656 
Loans to customers at amortized cost (*)       3,135,874    2,173,685    5,791,178    11,100,737    6,876,058    3,711,756    9,249,139    19,836,953    30,937,690 
Financial Assets at Fair Value through Other Comprehensive Income       78,180    140,367    487,075    705,622    162,683    16,856    182,992    362,531    1,068,153 
Financial assets held-to-maturity                                        
Total financial assets   2,560,216    10,957,669    2,617,915    6,843,526    22,979,326    7,632,432    4,133,765    10,284,011    22,050,208    45,029,534 

 

(*)

The respective provisions, which amount to Ch$649,233 million and Ch$836,107 million in 2019 and 2020, respectively, for loans to customers and Ch$110 million and Ch$458 million for loans and advances to banks, have not been deducted from these balances.

 

 C: 

F-136

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

41.Maturity of Assets and Liabilities, continued

 

   2019 
   Demand   Up to
1 month
   Over
1 month and
up to
3 months
   Over
3 month and
up to
12 months
   Subtotal
up to
1 year
   Over
1 year and
up to
3 years
   Over
3 year and
up to
5 years
  

Over

5 years

   Subtotal over
1 year
   Total 
Liabilities  MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$ 
Current accounts and other demand deposits   11,326,133                11,326,133                    11,326,133 
Transactions in the course of payment       98,869            98,869                    98,869 
Obligations under repurchase agreements       298,711    8,583    1,440    308,734                    308,734 
Savings accounts and time deposits (**)       6,130,583    1,979,110    2,224,778    10,334,471    281,384    492    421    282,297    10,616,768 
Derivative instruments       156,291    237,743    616,472    1,010,506    608,516    469,861    729,538    1,807,915    2,818,421 
Borrowings from financial institutions       69,711    349,478    1,049,781    1,468,970    94,307            94,307    1,563,277 
Debt issued:                                                  
Mortgage bonds       1,102    1,212    2,622    4,936    3,868    1,579    515    5,962    10,898 
Bonds       423,966    211,648    413,485    1,049,099    1,460,318    1,746,745    3,656,459    6,863,522    7,912,621 
Subordinate bonds       3,041    2,460    115,933    121,434    38,525    18,251    711,685    768,461    889,895 
Other financial obligations       140,449    1,436    6,490    148,375    6,383    1,471        7,854    156,229 
Lease liabilities       2,353    4,776    20,841    27,970    51,571    28,463    38,009    118,043    146,013 
Total financial liabilities   11,326,133    7,325,076    2,796,446    4,451,842    25,899,497    2,544,872    2,266,862    5,136,627    9,948,361    35,847,858 

 

   2020 
   Demand   Up to
1 month
   Over 1
month and
up to
3 months
   Over 3
month and
up to
12 months
   Subtotal
up to 1
year
   Over 1
year and
up to
3 years
   Over 3
year and
up to
5 years
  

Over

5 years

   Subtotal over
1 year
   Total 
Liabilities  MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$   MM$ 
Current accounts and other demand deposits   15,167,229                15,167,229                    15,167,229 
Transactions in the course of payment       882,944            882,944                    882,944 
Obligations under repurchase agreements       288,874    43        288,917                    288,917 
Savings accounts and time deposits (**)       5,909,865    1,945,177    642,125    8,497,167    58,441    1,232    151    59,824    8,556,991 
Derivative instruments       185,093    243,096    442,551    870,740    666,493    427,190    877,230    1,970,913    2,841,653 
Borrowings from financial institutions       76,018    141,809    341,188    559,015    1,020,138    2,090,600        3,110,738    3,669,753 
Debt issued:                                                  
Mortgage bonds       806    793    1,714    3,313    2,321    838    314    3,473    6,786 
Bonds       220,455    113,448    891,973    1,225,876    1,704,497    1,586,221    3,183,808    6,474,526    7,700,402 
Subordinate bonds       3,547    1,221    113,397    118,165    29,354    16,688    722,200    768,242    886,407 
Other financial obligations       191,303    40    163    191,506    189    18        207    191,713 
Lease liabilities       2,271    4,621    20,025    26,917    39,697    19,424    28,979    88,100    115,017 
Total financial liabilities   15,167,229    7,761,176    2,450,248    2,453,136    27,831,789    3,521,130    4,142,211    4,812,682    12,476,023    40,307,812 

 

(**)Excludes term saving accounts, which amount to Ch$342,550 million (Ch$239,850 million in December 2019).

 

 C: 

F-137

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management:

 

(1)Introduction

 

The Bank’s global risk management is comprehensive and takes a differentiated perspective, taking into account the business segments served by the Bank and its subsidiaries. This global management is essential in its strategy and in the sustainability of the business over time.

 

Our risk management policies are established in order to identify and analyze the risks faced by the Bank, set appropriate risk limits and controls, and to monitor the risks and compliance with the limits. Through its administration policies and procedures, the Bank develops a disciplined and constructive control environment. Policies, as well as risk management standards, procedures and systems are regularly reviewed.

  

For this, the Bank has teams with extensive experience and knowledge in each area associated with risks, ensuring comprehensive and consolidated management of the same, including the Bank and its subsidiaries.

 

(a)Risk Management Structure

 

Credit and Market Risk Management are at the all levels of the Organization, with a structure that recognizes the relevance of the different risk areas that exist.

 

The Board is responsible for approving the policies and establishing the structure for the proper administration of the various risks faced by the organization. The Board is permanently informed of the evolution of the different risk areas, participating through its Finance, International and Financial Risk, Credit, Portfolio Risk Committee and Higher Operational Risk Committee, in which the status of credit and market risks are reviewed.

 

The Board of Directors of Banco de Chile is responsible for establishing policies, the risk appetite framework, the guidelines for the development and validation of models, approving the provisioning models and making a pronouncement on the sufficiency of provisions, along with establishing the structure for the proper management of the various risks faced by the organization.

 

The Administration, for its part, is responsible for the control and compliance with the dispositions of the Board of Directors and the establishment of associated rules and procedures.

 

The Bank’s Corporate Governance considers the active participation of the Board, who is permanently informed of the evolution of the different risk areas, participating through its Finance, International and Financial Risk, Credit and Portfolio Risk Committee, in which the status of credit and market risks are reviewed. Directors and executives of Senior Management participate in these committees, which are described in the next paragraphs.

 

At the management level, the Retail Credit Risk Division and Global Risk Control, the Wholesale Credit Risk Division and the Cybersecurity Division constitute the corporate risk governance structure, which, through specialized teams, added to a robust regulatory framework of processes and procedures allow optimal and effective management of the matters they address.

 

The first two Divisions are responsible for credit risk in the admission, monitoring and recovery phases, in the respective Retail and Wholesale segments. Along with this, the Retail Credit Risk and Global Risk Control Division develops the different methodologies related to regulatory and risk management aspects, as well as the monitoring and validation of risk models and the development of the regulatory framework.

 

In turn, the Wholesale Credit Risk Division has a Market Risk Area responsible for measuring, limiting, controlling and reporting said risk together with the definition of valuation standards and Asset Management.

 

 C: 

F-138

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(1)Introduction, continued:

 

(a)Risk Management Structure, continued:

 

For its part, the Cybersecurity Division is aimed at protecting and monitoring the organization’s most sensitive assets, being able to provide security and trust to customers and collaborators. It is made up of the Cyber Defense, Cybersecurity Assurance, Cybersecurity Engineering and Technological Risk Areas.

 

(i)Finance, International and Financial Risk Committee

 

This committee functions are to design policies and procedures related to price and liquidity risk; design a structure of limits and alerts of financial exposures, and ensure a correct and timely measurement, control and reporting thereof; track exposures and financial risks; analyze impacts on the valuation of operations and / or results due to potential adverse movements in the values of market variables or liquidity narrowness; review the stress test assumptions and establish action plans where appropriate; ensure the existence of independent units that value financial positions, and analyze the results of financial positions; track the international financial exposure of liabilities; review the main credit exposures of Treasury products (derivatives, bonds); ensure that the management guidelines for price and liquidity risks in subsidiaries are consistent with those of the Bank, and be aware of the evolution of their main financial risks.

 

The Finance, International and Financial Risk Committee, sessions are held monthly and are comprised of the Chairman of the Board, three Directors or Advisors to the Board, General Manager, Financial Management and Control Division Manager, Wholesale Credit Risk Division Manager, Treasury Division Manager and Market Risk Area Manager. If deemed appropriate, the Committee may invite certain persons to participate, on a permanent or occasional basis, in one or more sessions.

 

(ii)Credit Committees

 

The credit approval process is done mainly through various credit committees, which are composed of qualified professionals and with the necessary attributions to take decisions required.

 

Each committee is responsible for defining the terms and conditions under which the Bank accepts counterparty risks and the Wholesale Credit Risk and Retail Credit Risk Divisions and Global Risk Control participate independently and autonomously of the commercial areas. They are constituted according to the commercial segments and the amounts to approve and have different meeting periodicities.

 

Within the risk management structure of the Bank, the maximum approval instance is the Credit Committee of Directors. Sessions are held weekly and are comprised of the Chairman of the Board, regular and alternate directors, General Manager and the Wholesale Credit Risk Division Manager. This Committee is responsible for knowing, analyzing and resolving all credit operations associated with clients and / or economic groups whose total amount subject for approval is equal to or greater than UF 750,000. It also has to know, analyze and resolve all those credit operations that, in accordance with the established in the Bank’s internal rules, must be approved by this Committee, with the exception of the special powers delegated by the Board to the Administration

 

 C: 

F-139

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(1)Introduction, continued:

 

(a)Risk Management Structure, continued:

 

(iii)Portfolio Risk Committee

 

The main function is to know the evolution of the composition, concentration and risk of the loan portfolio of the different banks and segments, covering the complete cycle of credit risk management with the processes of admission, monitoring and recovery of the credits granted. Review the main debtors and the different risk indicators of the portfolio, proposing differentiated management strategies. Approves and proposes to the Board the different credit risk policies. It is responsible for reviewing, approving and recommending to the Board of Directors, for its final approval, the different portfolio evaluation methodologies and provision models. It is also responsible for reviewing and analyzing the adequacy of provisions for the different banks and segments. Its function is also to review the guidelines and methodological advances for the development of internal models of credit risk, together with monitoring the concentration by sectors and segments according to the sectoral limits policy. In general, it participates in any matter that involves Credit Risk in which senior management must pronounce itself.

 

The Portfolio Risk Committee meets monthly and is comprised of the Chairman of the Board, two regular and alternate Directors, General Manager, Wholesale Credit Risk Division Manager, Retail Credit Risk Division Manager and Global Risk Control, Commercial Division Manager, Risk Management and Information Control Manager.

 

(iv)Technical Committee for the Supervision of Internal Models

 

The Committee is responsible for establishing a framework of methodological guidelines for the development, monitoring and documentation of the different statistical models used in the mass segments for credit risk management, as well as ensuring consistency among the models. In addition, it is responsible for reviewing the development of the different models, verifying compliance with the defined guidelines and reviewing the monitoring of the quality of the models and generating alerts when warranted. All models that require approval by the Portfolio Risk Committee or the Board of Directors must previously have the recommendation of this Technical Committee.

 

The Committee is comprised of the managers of the Retail Credit Risk and Global Risk Control Division, Areas of Risk Monitoring, Studies and Planning, People Business Development, Risk Models by the Managers of Retail Monitoring and Models, Big Data and Regulatory Systems, Validation of Risk Models, Pre-approved Admission, Regulatory Models and the Head of the Provisions Models Department. The Committee meets monthly.

 

(b)Measurement Methodology

 

Regarding Credit Risk, provision levels and portfolio expenses are the basic measures for determining the credit quality of our portfolio.

 

Banco de Chile permanently evaluates its loan portfolio, timely recognizing the associated level of risk of the loan portfolio. For this assessment, there are policies, standards, procedures, along with models in accordance with the instructions issued by regulators and approved by the Board of Directors.

 

As a result of this evaluation, on both individual and group portfolios, the level of provisions that the bank should constitute is determined, in the event of customers payment default.

 

 C: 

F-140

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(1)Introduction, continued:

 

(b)Measurement Methodology, continued

 

The individual evaluation mainly applies to the Bank’s portfolio of legal persons that, due to their size, complexity or indebtedness, requires a more detailed level of knowledge and a case-by-case analysis. Each debtor is assigned one of the 16 risk categories, in order to establish the provisions in a timely and appropriate manner. The review of the portfolio risk classifications is carried out permanently considering the financial situation, payment behavior and the environment of each client.

 

The group evaluation mainly applies to the portfolio of natural persons and smaller companies. These assessments are carried out monthly through statistical models that allow estimating the appropriate level of provisions necessary to cover the portfolio risk. The consistency of the models is analyzed through an independent validation of the unit that develops them and, subsequently, through the analysis of retrospective tests that allow to compare the real losses with the expected ones.

 

In the context of the COVID-19 health emergency, the CMF ordered the application of a series of temporary measures (rescheduling or extensions, FOGAPE-COVID credit, among others), which Banco de Chile implemented in a timely manner throughout of the year in time and form.

 

In addition, within the year, the Bank made a series of adjustments to the provisioning models, in particular to their PD forecasting (forward-looking) and LGD parameters. The LGD parameters were slightly reduced due to better recovery forecasts, and the Bank has followed a conservative approach regarding its PD forecasting models based on historical stress scenarios.

 

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. The sufficiency test of the Chilean GAAP allowance and the related review by the Board of Directors has not resulted in supplementary provisions for our Chilean GAAP allowance. Due to the fact that our IFRS impairment model leverages our existing Chilean GAAP models, any adjustment to the latter would have an impact on our allowances, which has not happened.

 

The monitoring and control of risks are carried out mainly based on limits established by the Board of Directors. These limits reflect the Bank’s business and market strategy, as well as the level of risk that it is willing to accept, with additional emphasis on the selected industries.

 

 C: 

F-141

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk:

 

Credit risk considers the likelihood that the counterparty in the credit operation will not be able to fulfill its contractual obligation due to incapacity or financial insolvency, and this leads to a potential credit loss.

 

For the Bank, credit risk management has a relevant focus on the adequate risk-return relation, is permanent and considers the processes of admission, monitoring and recovery of loans granted. Look for an adequate risk-return ratio and an adequate balance of the risks assumed.

 

Based on the foregoing, credit risk management has a permanent challenge to respond to commercial dynamism, regulatory requirements, be part of the digital transformation and contribute from the risk perspective to the different businesses served by the Bank.

 

The credit policies and processes established by the Bank are materialized in the following management principles, which recognize the singularities of the different markets and segments, which are approached with a specialized treatment according to the characteristics of each one of them:

 

1.Apply a rigorous evaluation in the admission process, taking into consideration the established credit policies and procedures, together with the availability of sufficient and accurate information. Under this principle, the generation of flows and solvency of the client to meet their payment commitments and, when the characteristics of the operation merit it, must constitute adequate collateral that allow mitigating the risk incurred with the client.

 

2.Have permanent and robust portfolio tracking processes, through systems that alert both the potential signs of impairment of clients, in relation to the conditions of origin, as well as the possible business opportunities with those that present a better payments quality and behavior.

 

3.To develop advanced modeling and data management tools that allow for efficient decision-making at different stages of the credit process.

 

4.Have a collection structure with timely, agile and efficient processes that allow management to be carried out in accordance with the different types of clients and the types of breaches that arise, always in strict adherence to the regulatory framework and the Bank’s reputational policies.

 

5.Maintain an efficient administration in team work organization, tools and availability of information that allow an optimal credit risk management.

 

The credit risk divisions, within the regulatory scope and risk defined by the entity, have the mission of establishing the Credit Risk management framework for the different segments of the Bank, through a portfolio vision that allows managing, resolving and control the process of approval in an efficient and proactive manner.

 

Based on the management principles indicated above, the credit risk divisions contribute to the business and anticipate threats that may affect the solvency and quality of the portfolio. In particular, during this year the solidity of these principles and the role of credit risk have made it possible to respond adequately to the challenges derived from the pandemic, providing timely responses to clients while maintaining the solid fundamentals that characterize the Bank’s portfolio in its different segments and products.

 

During 2020, due to the COVID-19 pandemic, various measures to support clients were implemented early in the pandemic, such as the rescheduling of loans (mortgage, commercial, consumer), active participation in the credit program associated with the Fund FOGAPE-COVID and its associated extensions, making collection measures more flexible, among other measures that seek to make payment conditions more flexible temporarily.

 

Although the impact of the COVID-19 pandemic on our operating results is difficult to quantify, we have seen and can continue to anticipate certain factors such as: (i) uncertainty in certain economic sectors, (ii) low interest rates for a long period of time, (iii) low levels of internal demand, (iv) high levels of unemployment, (v) total or partial quarantines affecting commercial activities, and (vi) mobility restrictions that will have an adverse effect on our operating revenues, loan loss provisions and operating expenses. Although these effects have been significant and will persist over time, the overall magnitude will depend on the duration and depth of the effects of the COVID-19 pandemic.

 

Within the framework of risk management, the potential affected portfolios have been permanently monitored, with emphasis on those economic sectors with a higher degree of impact and the results of the temporary measures implemented.

 C: 

F-142

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(a)Retail Segment

 

Admission management in these segments is mainly carried out through a risk evaluation that uses scoring tools and an adequate model of credit attributions, which are required to approve each operation. These evaluations take into consideration the level of indebtedness, payment capacity and the maximum acceptable exposure for the client.

 

In these segments, the Bank has segregated functions, distributed in the following areas:

 

Model Area, has the responsibility of constructing statistical models, establishing the variables and their respective weightings. These models are validated by the Model Validation Area and submitted to the “Technical Committee for the Supervision and Development of Internal Models” before approval in the Portfolio Risk Committee or the Board of Directors, as appropriate.

 

Retail Admission and Regulatory Area, performs the evaluation of operations and clients, with specialization by regions and segments, which favors their knowledge of clients. It also maintains a framework of policies and standards that ensure the quality of the portfolio according to the desired risk, defining guidelines for the admission of clients that are released to commercial and risk areas through programs and continuous training. In addition, it contains the Integration in Management function, in charge of incorporating the statistical models in the credit evaluation processes, ensuring an adequate link between their decisions.

 

Retail Tracking and Models Area, is in charge of measuring the behavior of portfolios especially through the monitoring of the main indicators of the aggregate portfolio and the analysis of layers, reported in management reports, generating relevant information for decision-making in different instances defined. Also, special follow-ups are generated according to relevant events in the environment. This Area also ensures adequate execution of the strategy, meeting the risk quality objectives. Additionally, through the Model Tracking function, they monitor risk models, ensuring that they comply with the defined standards to ensure that they maintain their predictive and discriminating power, identifying the possible associated risks.

 

Models Validation Area, performs an independent review of the models, both in the construction and implementation stages, providing guarantees to the management and is essential to early detect potential adverse effects for the Bank, that are originated by Models. It considers the validation of compliance with the guidelines established by the Board of Directors, addressing aspects such as governance, data quality, modeling and implementation techniques, and documentation.

 

Collection Area, performs a cross-collection management in the Bank and centralizes recovery management in retail segments through Socofin, Bank’s subsidiary. Define refinancing criteria and payment agreements with customers, maintaining an adequate risk-return ratio, together with the incorporation of robust tools for a differentiated collection management according to the policies defined by the Bank.

 

 C: 

F-143

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(b)Wholesale Segment

 

Admission management in these segments is done through an individual evaluation of the client and if it belongs to a group of companies, the relationship of the rest of the group with the Bank is also considered. Said individual and group evaluation, if applicable, considers, among others, the generation capacity, exposure levels, the financial capacity with emphasis on equity solvency, generation capacity, exposure levels, industry variables, evaluation of partners and management and aspects of the operation such as financing, term, products and possible collaterals.

 

This process is supported by a rating model that allows greater homogeneity in the evaluation of the client and his group. Additionally, for the evaluation of clients, there are specialized areas in some segments that, due to their nature, require expert knowledge, such as real estate, construction, agricultural, financial, and international, among others.

 

In a centralized manner, a permanent monitoring of the portfolio is carried, both at the individual level, as well as by business segments and economic sectors, based on periodically updated information from both the client and the industry, also generating alerts through this process that ensure the correct and timely recognition of the risk of the individual portfolio. Along with the above, the special conditions established in the admission stage are monitored, such as financial covenant controls, coverage of certain collaterals and conditions imposed at the time of approval.

 

Additionally, within the Admission areas, joint tasks are carried out that allow monitoring the development of operations from their gestation to their recovery, in order to ensure that portfolio risks are well recognized and in a timely manner, and to manage in advance those cases with higher risk levels.

 

Upon detection of clients that show signs of impairment or default with any condition, the commercial area to which the client belongs together with the Wholesale Credit Risk Division, establish action plans to regularize said situation. In those cases where there are problems in the recovery of their credits or that the nature of the problem requires specialized collection management, the Special Assets Management area, belonging to the Wholesale Credit Risk Division, is directly in charge of collection management, establishing action plans and negotiations based on the particular characteristics of each client.

 

 C: 

F-144

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued

 

(c)Derivative Transactions

 

We produce own models which are used for credit risk management purposes, known as the pre-settlement exposure (PSE). Generally, the PSE is computed as follows:

 

PSE = Maximum (CMTM + CEF * Notional, 0)

 

CMTM: Current Mark-to-Market of the transaction

 

Notional: Transaction notional amount

 

CEF: Credit Exposure Factor, which reflects the peak exposure within the life of the transaction, under 95% of confidence level.

 

The portfolio approach is taken into account when computing exposures of several transactions closed with one single counterpart.

 

Credit mitigating conditions for derivative transactions have become popular in the local financial markets. There are financial institutions that have accepted early termination clauses, and netting is also possible with corporations when appropriate documentation under a regular Master Agreement is signed.

 

Collateral agreements have been requested by certain banks for inter-banking transactions within other financial institutions, but its effective application under Chilean Law make advisable not to include it in the exposure measurement.

 

Derivative transactions closed with counterparts residing abroad (mostly global banks) are documented utilizing ISDA and CSA. Netting and cash collateral above a certain threshold level are the typical credit mitigations schemes in place for this kind of transactions.

 

This metric is used for measuring, limiting, controlling and reporting credit exposures by counterparty.

 

 C: 

F-145

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(d)Portfolio Concentration:

 

The maximum exposure to credit risk, by client or counterparty, without taking into account guarantees or other credit enhancements as of December 31, 2019 and 2020 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, 2019:

 

   Chile   United States   Brazil   Other   Total 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Financial Assets                         
Cash and Due from Banks   1,144,109    1,145,703        102,354    2,392,166 
                          
Financial Assets held-for-trading                         
From the Chilean Government and Central Bank of Chile   1,123,689                1,123,689 
Other instruments issued in Chile   375,337                375,337 
Instruments issued abroad                    
Mutual fund investments   373,329                373,329 
Subtotal   1,872,355                1,872,355 
                          
Investments under resale agreements   142,329                142,329 
                          
Derivative Contracts for Trading Purposes                         
Forwards   872,481    53,923        30,228    956,632 
Swaps   1,142,174    167,818        451,960    1,761,952 
Call Options   4,961                4,961 
Put Options   807    11        258    1,076 
Futures                    
Subtotal   2,020,423    221,752        482,446    2,724,621 
                          
Hedge Derivative Contracts                         
Forwards                    
Swaps   5,864    25,780        29,950    61,594 
Call Options                    
Put Options                    
Futures                    
Others                    
Subtotal   5,864    25,780        29,950    61,594 
                          
Loans and advances to Banks (before allowances)                         
Central Bank of Chile   630,053                630,053 
Domestic banks   150,007                150,007 
Foreign banks           244,969    115,162    360,131 
Subtotal   780,060        244,969    115,162    1,140,191 
                          
Loans to Customers at amortized cost (before allowances)                         
Commercial loans   16,279,527            14,685    16,294,212 
Residential mortgage loans   9,206,727                9,206,727 
Consumer loans   4,532,333                4,532,333 
Subtotal   30,018,587            14,685    30,033,272 
                          
Financial assets available-for-sale                         
Debt Instruments:                         
From the Chilean government and Central Bank of Chile   109,062                109,062 
Other instruments issued in Chile   1,228,931                1,228,931 
Instruments issued abroad               19,853    19,853 
Subtotal   1,337,993            19,853    1,357,846 
Equity Instruments:                         
Instruments issued in Chile   7,446                7,446 
Instruments issued abroad               1,051    1,051 
Subtotal   7,446            1,051    8,497 
Total   1,345,439            20,904    1,366,343 

 

 C: 

F-146

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(d)Portfolio Concentration, continued:

 

  

Central Bank
of Chile

   Government   Retail
(Individuals)
   Financial
Services
   Trade   Manufacturing   Mining   Electricity, Gas
and Water
   Agriculture and
Livestock
   Fishing   Transportation and Telecom   Construction   Services   Other   Total 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Financial Assets                                                                           
Cash and Due from Banks   178,429            2,213,737                                            2,392,166 
Financial Assets held-for-trading                                                                           
From the Chilean Government and Central Bank of Chile   1,024,525    99,164                                                    1,123,689 
Other instruments issued in Chile               375,337                                            375,337 
Instruments issued abroad                                                            
Mutual fund investment               373,329                                            373,329 
Subtotal   1,024,525    99,164        748,666                                            1,872,355 
Investments under resale agreements       18,460    278    66,285    40,642        2,067    1,533    902    35    8,665    21        3,441    142,329 
Derivative Contracts for Trading Purposes                                                                           
Forwards           1,532    480,269    16,225    79    2,856    22,903    14,103    642    1,930    277    497    415,319    956,632 
Swaps           4    1,693,048    9,813    7,718    19    14,184    10,232    4,275    12,526    210        9,923    1,761,952 
Call Options               1,196    1,569    280            1,433    171        84    190    38    4,961 
Put Options               554    522                                        1,076 
Futures                                                            
Subtotal           1,536    2,175,067    28,129    8,077    2,875    37,087    25,768    5,088    14,456    571    687    425,280    2,724,621 
Hedge Derivative Contracts                                                                           
Forwards                                                            
Swaps               61,594                                            61,594 
Call Options                                                            
Put Options                                                            
Futures                                                            
Subtotal               61,594                                            61,594 
Loans and advances to Banks                                                                           
Central Bank of Chile   630,053                                                        630,053 
Domestic banks               150,007                                            150,007 
Foreign banks               360,131                                            360,131 
Subtotal   630,053            510,138                                            1,140,191 
Loans to Customers at amortized cost                                                                           
Commercial loans               2,587,559    2,066,372    1,624,972    604,660    325,143    1,623,465    140,709    1,234,087    2,142,699    2,267,869    1,676,677    16,294,212 
Residential mortgage loans           9,206,727                                                9,206,727 
Consumer loans           4,532,333                                                4,532,333 
Subtotal           13,739,060    2,587,559    2,066,372    1,624,972    604,660    325,143    1,623,465    140,709    1,234,087    2,142,699    2,267,869    1,676,677    30,033,272 
Financial Assets at Fair Value through OCI                                                                           
Debt Instruments:                                                                           
From the Chilean Government and Central Bank of Chile   92,824    16,238                                                    109,062 
Other instruments issued in Chile               994,658                9,667                178,444        46,162    1,228,931 
Instruments issued abroad               19,853                                            19,853 
Subtotal   92,824    16,238        1,014,511                9,667                178,444        46,162    1,357,846 
Equity Instruments:                                                                           
Instruments issued in Chile               7,446                                            7,446 
Instruments issued abroad               1,051                                            1,051 
Subtotal               8,497                                            8,497 
Total   92,824    16,238        1,023,008                9,667                178,444        46,162    1,366,343 

 C: 

F-147

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(d)Portfolio Concentration, continued:

 

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, 2020:

 

   Chile   United States   Brazil   Other   Total 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Financial Assets                         
Cash and Due from Banks   1,272,238    1,158,637        129,341    2,560,216 
                          
Financial Assets held-for-trading                         
From the Chilean Government and Central Bank of Chile   4,159,292                4,159,292 
Other instruments issued in Chile   105,798                105,798 
Instruments issued abroad       164            164 
Mutual fund investments   400,902                400,902 
Subtotal   4,665,992    164            4,666,156 
                          
Investments under resale agreements   76,407                76,407 
                          
Derivative Contracts for Trading Purposes                         
Forwards   415,349    73,805        62,810    551,964 
Swaps   1,184,563    83,776        744,908    2,013,247 
Call Options   269                269 
Put Options   1,462                1,462 
Futures                    
Subtotal   1,601,643    157,581        807,718    2,566,942 
                          
Hedge Derivative Contracts                         
Forwards                    
Swaps   1,511    18,964        30,587    51,062 
Call Options                    
Put Options                    
Futures                    
Subtotal   1,511    18,964        30,587    51,062 
                          
Loans and advances to Banks (before allowances)                         
Central Bank of Chile   2,380,033                2,380,033 
Domestic banks   260,002                260,002 
Foreign banks           150,230    149,391    299,621 
Subtotal   2,640,035        150,230    149,391    2,939,656 
                          
Loans to Customers at amortized cost (before allowances)                         
Commercial loans   17,591,127            10,470    17,601,597 
Residential mortgage loans   9,387,372                9,387,372 
Consumer loans   3,948,721                3,948,721 
Subtotal   30,927,220            10,470    30,937,690 
                          
Financial assets available-for-sale                         
Debt Instruments:                         
From the Chilean government and Central Bank of Chile   163,600                163,600 
Other instruments issued in Chile   896,923                896,923 
Instruments issued abroad                    
Subtotal   1,060,523                1,060,523 
Equity Instruments:                         
Instruments issued in Chile   6,869                6,869 
Instruments issued abroad               761    761 
Subtotal   6,869            761    7,630 
Total   1,067,392            761    1,068,153 

 

 C: 

F-148

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(d)Portfolio Concentration, continued:

 

   Central Bank of Chile   Government   Retail (Individuals)   Financial Services   Trade   Manufacturing   Mining   Electricity, Gas and Water   Agriculture and Livestock   Fishing   Transportation and Telecom   Construction   Services   Other   Total 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Financial Assets                                                            
Cash and Due from Banks   641,890    

    1,918,326    

    

    

    

    

    

    

    

    

    

    

    2,560,216 
Financial Assets held-for-trading                                                                           
From the Chilean Government and Central Bank of Chile   4,009,676    149,616                                                    4,159,292 
Other instruments issued in Chile               105,798                                            105,798 
Instruments issued abroad               164                                            164 
Mutual fund investment               400,902                                            400,902 
Subtotal   4,009,676    149,616         506,864                                            4,666,156 
Investments under resale agreements       10,006    950    64,554    130                            146        621    76,407 
Derivative Contracts for Trading Purposes                                                                           
Forwards               351,833    17,280    16,078    4,456    6,253    1,071    30    2,269    265        152,429    551,964 
Swaps               1,943,033    4,579    4,031    18    17,637    10,237    913    21,163    662        10,974    2,013,247 
Call Options               13    205                40            11            269 
Put Options               148    1,314                                        1,462 
Futures                                                            
Subtotal               2,295,027    23,378    20,109    4,474    23,890    11,348    943    23,432    938        163,403    2,566,942 
Hedge Derivative Contracts                                                                           
Forwards                                                                           
Swaps                                                            
Call Options               51,062                                            51,062 
Put Options                                                            
Futures                                                            
Subtotal               51,062                                            51,062 
Loans and advances to Banks                                                                           
Central Bank of Chile   2,380,033                                                        2,380,033 
Domestic banks               260,002                                            260,002 
Foreign banks               299,621                                            299,621 
Subtotal   2,380,033            559,623                                            2,939,656 
Loans to Customers at amortized cost                                                                           
Commercial loans               2,351,333    2,544,146    1,347,770    470,607    395,598    1,647,226    135,488    1,454,404    2,453,579    3,054,194    1,747,252    17,601,597 
Residential mortgage loans           9,387,372                                                9,387,372 
Consumer loans           3,948,721                                                3,948,721 
Subtotal           13,336,093    2,351,333    2,544,146    1,347,770    470,607    395,598    1,647,226    135,488    1,454,404    2,453,579    3,054,194    1,747,252    30,937,690 
Financial Assets at Fair Value through OCI                                                                           
Debt Instruments:                                                                           
From the Chilean Government and Central Bank of Chile   109    163,491                                                    163,600 
Other instruments issued in Chile               851,468        4,465        8,089            5,334            27,567    896,923 
Instruments issued abroad                                                            
Subtotal   109    163,491        851,468        4,465        8,089            5,334            27,567    1,060,523 
Equity Instruments:                                                                           
Instruments issued in Chile               6,869                                            6,869 
Instruments issued abroad               761                                            761 
Subtotal               7,630                                            7,630 
Total   109    163,491        859,098        4,465        8,089            5,334            27,567    1,068,153 

 C: 

F-149

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(e)Collateral 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 loans 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 240,087 collateral assets, the majority of which consist of real estate.

 

The following table contains guarantees values as of December 31, 2019 and 2020:

 

       Fair value of collateral and credit enhancements held as of December 31, 2019         
   Maximum
exposure to
credit risk
   Mortgages   Pledge (*)   Securities   Warrants   Net collateral   Net exposure 
Loans to customers: 

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Corporate lending   12,117,724    2,660,585    82,365    345,246    2,182    3,090,378    9,027,346 
Small business lending   4,176,488    3,208,206    30,466    26,674        3,265,346    911,142 
Consumer lending   4,532,333    362,140    966    2,045        365,151    4,167,182 
Mortgage lending   9,206,727    8,019,519    51    176        8,019,746    1,186,981 
Total   30,033,272    14,250,450    113,848    374,141    2,182    14,740,621    15,292,651 

 

       Fair value of collateral and credit enhancements held as of December 31, 2020     
   Maximum
exposure to
credit risk
   Mortgages   Pledge (*)   Securities   Warrants   Net collateral   Net exposure 
Loans to customers: MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Corporate lending   12,810,975    3,091,284    128,366    565,761    2,842    3,788,253    9,022,722 
Small business lending   4,790,622    3,178,176    28,832    14,242        3,221,250    1,569,372 
Consumer lending   3,948,721    333,191    795    2,518        336,504    3,612,217 
Mortgage lending   9,387,372    8,499,584    113    87        8,499,784    887,588 
Total   30,937,690    15,102,235    158,106    582,608    2,842    15,845,791    15,091,899 

 

(*)Includes agricultural and industrial pledges, and pledges without conveyance.

 

 C: 

F-150

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(e)Collateral and Other Credit Enhancements, continued:

 

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.

 

The value of the guarantees that the Bank maintains related to the loans individually classified as impaired as of December 31, 2019 and 2020 is Ch$100,133 million and Ch$98,653 million, respectively.

 

The value of the guarantees that the Bank maintains related to non-impaired loans as of December 31, 2019 and 2020 totaled Ch$344,098 million and Ch$133,949 million, respectively.

 

(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.

 

 C: 

F-151

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(f)Credit Quality by Asset Class, continued:

 

Analysis of age of portfolio loan, over-due loans by financial asset class. Additionally to the overdue portion, the amounts detailed include remaining balance of the past due credits are featured below:

 

As of December 31, 2019:

 

   Default 
   1 to 29 days   30 to 59 days   60 to 89 days 
   MCh$   MCh$   MCh$ 
Loans and advances to banks   31,249    

    

 
Subtotal past-due loans and advances to banks   31,249         
Commercial loans   213,574    54,980    27,255 
Import-export financing   9,337    712    1,158 
Factoring transactions   32,002    3,031    339 
Commercial lease transactions   53,756    8,098    4,735 
Other loans and receivables   1,947    259    115 
Residential mortgage loans   152,599    73,838    32,932 
Consumer loans   221,162    102,344    51,976 
Subtotal past-due loans to customers   684,377    243,262    118,510 
Total   715,626    243,262    118,510 

 

As of December 31, 2020:

 

   Default 
   1 to 29 days   30 to 59 days   60 to 89 days 
   MCh$   MCh$   MCh$ 
Loans and advances to banks   14,454    

    

 
Subtotal past-due loans and advances to banks   14,454         
Commercial loans   133,625    29,240    13,039 
Import-export financing   5,246    71    223 
Factoring transactions   16,255    1,464    157 
Commercial lease transactions   17,889    3,904    979 
Other loans and receivables   1,449    135    162 
Residential mortgage loans   90,462    24,875    9,795 
Consumer loans   136,147    53,786    22,764 
Subtotal past-due loans to customers   401,073    113,475    47,119 
Total   415,527    113,475    47,119 

 

 C: 

F-152

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(f)Credit Quality by Asset Class, continued:

 

As of December 31, the aging analysis of loans is as follows:

 

        

Past due but not impaired(*)

      

   Neither past due nor impaired   Up to 30 days   Over 30 days and up to
60 days
   Over 60 days and up to
90 days
   Over 90 days   Total 
As of December 31,   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
2019    28,320,599    599,844    159,756    57,946    595    29,138,740 
2020    29,425,612    272,409    51,812    13,531    451    29,763,815 

 

(*)These amounts include installments that are overdue, plus the remaining balance of principal and interest on such loans.

 

(g)Assets Received in Lieu of Payment:

 

The Bank has received assets in lieu of payment totaling Ch$18,737 million and Ch$6,753 as of December 31, 2019 and 2020, respectively, the majority of which are properties. All of these assets are managed for sale.

 

(h)Renegotiated Assets:

 

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.

 

The following table details the book value of loans with renegotiated terms per financial asset class:

 

Financial assets  2019   2020 
 

MCh$

  

MCh$

 
Loans and advances to banks        
Domestic banks          
Foreign banks          
Subtotal   

    

 
Loans to Customers at amortized cost          
Commercial loans   220,056    288,094 
Residential mortgage loans   11,980    253,907 
Consumer loans   366,339    532,420 
Subtotal   598,375    1,074,421 
Total renegotiated financial assets   598,375    1,074,421 

 

As a result of the effects of the pandemic on people’s income, the Bank has made great efforts to support its customers in the retail segment. These actions are part of the proposals formulated by the CMF, the regulatory body for banking in Chile, and the government authorities towards the country’s banks regarding the support of banks to clients in this segment.

 

 C: 

F-153

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(h)Renegotiated Assets, continued:

 

This has resulted in a strong increase in the stock of renegotiated consumer and mortgage loans. Basically, these actions consisted of the postponement of installments or dividends at the end of their respective payment schedule.

 

The Bank calculates ECLs either on a group or an individual basis, which are described in more detail in Note 2(i)(vii).

 

The renegotiated portfolio of Banco de Chile represents 3.47% of the total loans.

 

The most common type of modification is to extend the term of the loan. For payment extensions, depending on the characteristics of each credit, the Bank can agree with the client changes in the initial conditions in terms of interest rate and payment schedule. With regard to the forgiveness of the principal, the Bank normally does not give this benefit. The Board of Directors might on rare occasions approve debt forgiveness for a portion of principal on certain credit-operations that have been impaired and provisioned previously. Only those borrowers which are considered viable are renegotiated. If the debtor is not considered to be financially viable, the Bank proceeds to the legal collection of debts.

 

The table below includes Stage 2 and 3 assets that were modified and, therefore, treated as forborne during the 2020 period, with the related modification loss suffered by the Bank.

 

  

2020

 
   MCh$ 
Amortized costs of financial assets modified during the period   212,655 
Net modification loss   109,743 

 

Although the Bank does not have systematized information related to the balance of modified loans by type of concession, it continuously monitors its impaired portfolio as defined in note 2 (i) vii). Also, for internal purposes the renegotiated loan portfolio is analyzed and reviewed as part of the impaired portfolio. Therefore, for management and regulatory (local and IFRS) reporting purposes the Bank does not frequently use information on loans modified by types of concession.

 

The table below shows the gross carrying amount of previously modified financial assets for which loss allowances has changed to 12 month Expected Credit Losses (12mECL) measurement during the 2020 period:

 

  

December 31, 2020

 
  

Post modification

  

Pre-modification

 
  

Gross carrying amount

  

Corresponding ECL

  

Gross carrying amount

  

Corresponding ECL

 
   MCh$   MCh$   MCh$   MCh$ 
Facilities that have cured since modification and are now measured using 12mECLs (Stage 1)   24,432    1,907    24,759    3,474 
Facilities that reverted to (Stage 2/3) lifetime ECLs having once cured   8,620    2,130    8,634    908 

 

 C: 

F-154

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(h)Renegotiated Assets, continued:

 

The Bank determines the appropriate amount of allowance for loan losses as follows:

 

The commercial loan renegotiations are always evaluated and approved individually by the credit committee with all the background and history of previous approvals, including financial records, delinquencies or other previous renegotiations of the debtor. In this step of renegotiation approval, a reevaluation of the provision level is always carried out for each debtor.

 

Among the variables that the credit committee considers in establishing the level of provisions for the individual portfolio are payment behavior, payment capacity and collateral coverage are mainly considered.

 

On the other hand, for the portfolio evaluated for provisioning purposes as a group, the models contain past behavior variables, incorporating delinquencies and default prior to renegotiation for six months, recognizing the increased risk and generating a higher level of provisions. The provision can only be decreased if the renegotiated client has good payment behavior (an overdue period of less than 30 days), in a period of over seven months.

 

In both segments, the approvals of the renegotiation operations are submitted to specialized credit committees, whose members have attributions adjusted to this risk.

 

Moreover, an operation identified as renegotiation never leaves this classification for purposes of monitoring and provisioning.

 

(i)Impairment Testing

 

The main tools used to test loan impairment include an analysis of whether principal or interest payments are more than 90 days past due or if the counterparty is experiencing any known cash flow problems, reductions in credit ratings or default of the original contractual terms.

 

(j)Off balance sheet accounts

 

In order to meet our customers’ financial needs, the Bank has extended several irrevocable commitments and contingent obligations. Even though these obligations are not recognized in the balance sheet, they involve credit risk and thus form part of the Bank’s general risk exposure.

 

Credit risk exposure generated by contingent obligations is disclosed in Note No. 27.

 

 C: 

F-155

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(k)Measures associated with the COVID-19 Contingency:

 

During 2020, and due to the health emergency caused by the COVID-19 pandemic, the Bank implemented measures that sought to make payments more flexible on a temporary basis and provided financing that allows to sustain working capital during this period, having in the first case credit refinancing (mortgage, commercial, consumer) and in the second case and by order of the Chilean Government, through the Ministry of Finance, Central Bank of Chile and the Commission for the Financial Market, measures to facilitate the granting of loans with state guarantee (FOGAPE-COVID) with the aim of being used as working capital or reactivating the activities of companies that demonstrate having been affected by the COVID-19 pandemic.

 

COVID refinancing:

 

The following tables show both the balance of loans, the number of operations and amount of provisions associated with these measures as of December 31, 2020:

 

     

Commercial

Individual

  

Commercial

Group

   Consumer   Mortgage   Total 
Bank Programs (*)                            
Number of Operations      664    39,473    187,428    91,928    319,493 
Loan value of customers  MCh$   20,436    102,398    149,918    141,403    414,155 
% from the portfolio  %   0.2%   2.1%   3.8%   1.5%   1.3%
Provisions  MCh$   592    3,005    12,462    684    16,743 

 

          Stage 1   Stage 2   Stage 3   Total 
Bank Programs (*)                            
Gross carrying amount  MCh$                354,632    36,850    22,674    414,155 
% of portfolio  %        1.4%   0.8%   1.9%   1.3%
ECL  MCh$        9,914    3,074    3,756    16,743 
% of total ECL  %        3.5%   1.3%   1.2%   2.0%

 

 

(*)The granting of refinancing of operations associated with credit cards for MCh$147,918 is not included.

 

 C: 

F-156

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(k)Measures associated with the COVID-19 Contingency, continued:

 

FOGAPE COVID credits:

 

During April 2020, the Chilean Government announced the increase of the Guarantee Fund for Small Entrepreneurs (“FOGAPE”) up to US$3,000 million, in order to guarantee financing of up to US$25,000 million. The objective of this initiative was to facilitate access to working capital loans for individuals and legal entities with annual sales of less than UF 1,000,000 affected by the COVID-19 pandemic. The guarantee coverage of these loans ─differentiated according to sales tranche─ is between 60% and 85% of financing, after applying a deductible that does not exceed 5% of the guaranteed amount. From the beginning of the program and until December 31, 2020, the Bank has carried out 39,245 operations for an aggregate amount of Ch$1,875,298 million. For such purposes, the Bank established the parameters, requirements and conditions, in addition to those provided in the respective FOGAPE-COVID regulations, to review any FOGAPE loan request made of it, and the financing amounts that would be granted based on the above, taking into consideration, the levels of sale and the circumstance indicated below, among other aspects. Additionally, the Administration rules applicable to the COVID-19 guarantee lines, considered the option of refinancing any principal amortization of preexisting commercial loans that mature in the 6 months following the moment of granting the financing with the COVID-19 Guarantee

 

The following tables show both the balance of loans, the number of operations and amount of provisions associated with these measures as of December 31, 2020:

 

     

Commercial

Individual

  

Commercial

Group

   Consumer   Mortgage   Total 
Government Programs                            
Number of Operations      4,036    35,209            39,245 
Loan value of customers  MCh$   856,922    1,031,933            1,888,855 
% from the portfolio  %   6.7%   21.4%           6.1%
Provisions (*)  MCh$   21,378    8,353            29,731 

 

            

Stage 1

  

Stage 2

  

Stage 3

  

Total

 
Government Programs                              
Gross carrying amount   MCh$        1,395,886    482,575    10,394    1,888,855 
% of portfolio   %        5.5%   10.5%   0.9%   6.1%
ECL   MCh$        10,324    17,971    1,436    29,731 
% of total ECL   %        3.7%   7.7%   0.5%   3.6%

 

The granting conditions to these loans include a deductible amount that is available from an annual sales level of each institution (between 2.5% and 5%) according to the following table:

 

   Annual Income       % Deductible 
  

Minimum

UF

  

Maximum

UF

   % Coverage   until June
2020
   after June
2020
 
Micro and small companies       25,000    85.00    5.00    2.50 
Medium-sized companies   25,000    100,000    80.00    3.50    2.50 
Large companies I   100,000    600,000    70.00    2.50    2.50 
Large companies II   600,000    1,000,000    60.00    2.50    2.50 

 

In order to cover the Bank’s exposure to potential losses associated with granting these state-guaranteed loans, a provision equivalent to 100% of each operation’s deductible amount is set. As of December 31, 2020 the total allowance related to state-guaranteed loans amounted to Ch$49,848 million and was registered under the line-item “Loans to customers at amortized cost” as ECL provision. This amount is not included in the table “Government Programs – ECL” set forth above.

 

The payment behavior of these loans (COVID refinancing and FOGAPE COVID) in their first months of maturity, in both cases have a similar behavior to the rest of the Bank’s loan portfolio.

 C: 

F-157

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(2)Credit Risk, continued:

 

(l)Management overlays

 

As indicated in Note No. 4, during 2020 the Bank carried out a review of the Probability of Default projection models used in the calculation of the ECL of its loan portfolio. These models incorporate upward adjustment elements (dichotomous variables) when certain adverse macroeconomic conditions are met, which were estimated based on a previous crisis. Those adjustment elements aim to reflect the non-linear nature of the ECL more accurately.

 

Notwithstanding the foregoing, for certain market segments such as Private Banking, Preferential Banking and Micro Entrepreneurs, the forecasted scenarios do not meet the conditions set forth in the models because the current context has no comparable historical precedents. In those cases, the loading associated to those dichotomous variables were included, despite the fact that those conditions are not met.

 

This effect has been recognized as an overlay for an amount equivalent to Ch$24,370 million and was registered under the asset item line “Loans to customers at amortized cost” as ECL provision.

 

(m)Modificated financial assets:

 

When the bank modifies the contractual conditions originally agreed so that the debtor can fulfill its payment obligations, it is evaluated considering the following:

 

-In the event that the modification is substantial due to financial difficulties of the debtor, it is recorded as derecognition and the new loan is valued at fair value.
   
-In the event that the modification is not substantial, the loan is not written off and its amortized cost must be adjusted based on the difference between the book value before the modification and the present value of the flows of the modified operation using the effective interest rate (EIR) of the original loan.

 

The resulting amount for adjusting the amortized cost of the financial asset when the modification does not result in derecognition and was registered under the line item “Provision for Expected Credit losses”. For the year 2020 the impact due this effect was not material.

  

(3)Market Risk:

 

Market Risk refers to the loss that the Bank could face due to a liquidity shortage to honor the payments, or to close financial transactions in a timely manner (Liquidity Risk), or due to adverse movements in the values of market variables (Risk Price).

 

Liquidity Risk:

 

Liquidity Risk Measurement and Limits

 

The Bank manages the Liquidity Risk separately for each sub-category: Trading Liquidity Risk and Funding Liquidity Risk.

 

Trading Liquidity Risk is the inability to close, at current market prices, the financial positions opened mainly from the Trading Book (which is daily valued at market prices and the value differences instantly reflected in the Income Statement). This risk is controlled by establishing limits on the positions amounts of the Trading Book in accordance with what is estimated to be closed in a short time period. Additionally, the Bank incorporates a negative impact on the Income Statement whenever it considers that the size of a certain position in the Trading Book exceeds the reasonable amount, negotiated in the secondary markets, which would allow the exposure to be offset without altering market prices.

 

Funding Liquidity Risk refers to the Bank’s inability to obtain sufficient cash to meet its immediate obligations. This risk is managed by a minimum amount of highly liquid assets called liquidity buffer, and establishing limits and controls of internal metrics, among which the Market Access Report (“MAR”) stands out, which estimates the amount of funding that the Bank would need from wholesale financial counterparties, for the next 30 and 90 days in each of the relevant currencies of the balance sheet, to face a cash need as a result of the operation under business as usual conditions.

 

The use of MAR within year 2020 is illustrated below (LCCY = local currency; FCCY = foreign currency):

 

   

MAR LCCY + FCCY

  

MAR FCCY

 
    MMM$   MMUS$ 
    1 – 30 days   1 – 90 days   1 – 30 days   1 – 90 days 
Maximum   3,040   5,708   1,239   2,488 
Minimum   -1,063   1,602   -390   790 
Average   1,358   3,853   504   1,811 

 

The Bank also monitors the amount of assets denominated in local currency that is funded by liabilities denominated in foreign currency, including all tenors and the cash flows generated by full delivery derivatives payments. This metric is referred to as Cross Currency Funding. The Bank oversees and limits this amount in order to take precautions against not only Banco de Chile’s event but also against a systemic adverse environment generated by a country risk event that might trigger lack of foreign currency funding.

 

 C: 

F-158

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(3)Market Risk, continued:

 

(a)Liquidity Risk, continued:

 

The use of Cross Currency Funding within year 2020 is illustrated below:

 

  

Cross Currency Funding

 
   MMUS$ 
Maximum   3,122 
Minimum   1,724 
Average   2,417 

 

The Bank establishes thresholds that alert behaviors outside the expected ranges at a normal or prudent level of operation, in order to protect other dimensions of liquidity risk such as, for example, maturities concentration of fund providers, the diversification of sources of funds either by type of counterparty or type of product, among others.

 

The evolution over time of the Bank’s financial ratios that can detect structural changes in its balance sheet characteristics is monitored, such as those presented in the following table and whose relevant use values during the year 2020 are shown below:

 

  

Liquid Assets/

Net Funding <30 days

  

Liabilities>1 year/

Assets >1 year

  

Deposits/

Loans

 
Maximum   165%   100%   67%
Minimum   101%   84%   61%
Average   135%   94%   64%

 

Additionally, some market index, prices and monetary decisions taken by the Central Bank of Chile are monitored to detect structural changes in market conditions that can trigger a liquidity shortage or even a financial crisis.

 

Furthermore, the Liquidity Risk Management Policy enforces performance of stress tests periodically which are controlled against potentially accessible action plans in each modeled scenario, according with the guidelines established in the Liquidity Contingency Plan. This process is essential in determining the liquidity risk appetite framework of the institution.

 

The Bank measures and controls the mismatch of cash flows under regulatory standards with the C46 index report, which represents the net cash flows expected over time as a result of the contractual maturity of almost all assets and liabilities. Additionally, the Commission for the Financial Market (hereinafter, “CMF”) authorized Banco de Chile, among others, to report the adjusted C46 index. This allows the Bank to report, in addition to the regular C46 index, outflow behavior assumptions of certain specific elements of the liability, such as demand deposits and time deposits. In addition, the regulator also requires some rollover assumptions for the loan portfolio.

 

 C: 

F-159

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(3)Market Risk, continued:

 

(a)Liquidity Risk, continued:

 

The CMF establish the following limits for the C46:

 

Foreign Currency balance sheet items: 1-30 days C46 index < 1 x Tier-1 Capital

All Currencies balance sheet items: 1-30 days C46 index < 1 x Tier-1 Capital

All Currencies balance sheet items: 1-90 days C46 index < 2 x Tier-1 Capital

 

The use of this index in year 2020 is illustrated below:

 

  

Adjusted C46 All CCYs

as part of Tier-1 Capital

  

Adjusted C46 FCCY

as part of Tier-1 Capital

 
   1 – 30 days   1 – 90 days   1 – 30 days 
Maximum   0.48    0.66    0.33 
Minimum   (0.13)   (0.06)   0.15 
Average   0.15    0.27    0.22 
Regulatory Limit   1.0    2.0    1.0 

 

Additionally, the regulatory entities have introduced other metrics that the Bank uses in its management, such as the Liquidity Coverage Ratio (“LCR”) and Net Stable Financing Ratio (“NSFR”), using assumptions similar to those used in the international banking. Only for the first one, a limit implementation calendar has been established and that during the year 2020 was with a minimum level of 70%. The evolution of the LCR and NSFR metrics during the year 2020 are shown below:

 

   LCR   NSFR 
Maximum   2.47    1.10 
Minimum   1.07    0.99 
Average   1.89    1.06 
Regulatory Limit   0.7(*)   N/A 

 

(*)This is the current minimum value for the year 2020 and that increases 0.1 annually until reaching 1.0 in the year 2023.

 

 C: 

F-160

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(3)Market Risk, continued:

 

(a)Liquidity Risk, continued:

 

The contractual maturity profile of the financial liabilities of Banco de Chile and its subsidiaries (consolidated basis), as of 2019 and 2020 end-of-year, is illustrated below:

 

   Up to
1 month
   1 to 3
months
   3 to 12 months   1 to 3
years
   3 to 5
years
  

Over

5 years

  

Total

 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Liabilities as of December 31, 2019                                   
Current accounts and other demand deposits   11,326,133                        11,326,133 
Transactions in the course of payment   98,869                        98,869 
Obligations under repurchase agreements   297,011    8,582                    305,593 
Savings accounts and time deposits   6,421,107    1,985,948    2,250,153    284,073    491    421    10,942,193 
Full delivery derivative transactions   378,151    351,351    1,132,429    974,371    669,851    797,191    4,303,344 
Borrowings from financial institutions   68,843    348,228    934,144    206,811            1,558,026 
Other financial obligations   142,010    292    17,529    727    167        160,725 
Debt instruments issued   178,310    190,329    576,309    2,091,841    2,081,579    5,017,172    10,135,540 
Total (excluding non-delivery derivative transactions)   18,910,434    2,884,730    4,910,564    3,557,823    2,752,088    5,814,784    38,830,423 
Non - delivery derivative transactions   501,461    839,534    1,461,804    796,805    738,830    1,650,402    5,988,836 

 

   Up to
1 month
   1 to 3
months
   3 to 12
months
   1 to 3
years
   3 to 5
years
  

Over

5 years

  

Total

 
   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$   MCh$ 
Liabilities as of December 31, 2020                                   
Current accounts and other demand deposits   15,167,229                        15,167,229 
Transactions in the course of payment   882,944                        882,944 
Obligations under repurchase agreements   289,777    43                     289,820 
Savings accounts and time deposits   6,243,204    1,964,350    648,974    59,038    1,222    156    8,916,944 
Full delivery derivative transactions   396,599    364,793    1,305,210    1,088,925    549,777    934,097    4,639,401 
Borrowings from financial institutions   74,424    140,455    340,532    1,020,126    2,090,600        3,666,137 
Other financial obligations   189,003    80    334    386    37        189,840 
Debt instruments issued   53,438    90,285    1,082,282    2,194,406    1,886,936    4,452,831    9,760,178 
Total (excluding non-delivery derivative transactions)   23,296,618    2,560,006    3,377,332    4,362,881    4,528,572    5,387,084    43,512,493 
Non - delivery derivative transactions   401,144    570,084    929,211    787,866    644,420    1,542,088    4,874,813 

 

 C: 

F-161

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(3)Market Risk, continued:

 

(b)Price Risk:

 

Price Risk Measurement and Limits

 

The measurement and management of Price Risk are carried out through the use of several metrics developed internally by the Bank, both for the Trading Book and for the Accrual Book (the Accrual Book includes all balance sheet items, even those of the Trading book but in such case these are reported at an interest rate adjustment period of one day, thus not generating accrual interest rate risk). In addition, the Bank reports metrics to regulatory entities according to the models defined by them.

 

The bank has established internal limits for the exposures of the Trading Book. In fact, FX positions (FX delta), Equity positions (Equity delta), interest rate sensitivities generated by the derivatives and debt securities portfolios (DV01 or also referred as to rho) and the FX volatility sensitivity (vega) are measured, reported and controlled against their limits. Limits are established on an aggregate basis but also for some specific tenor points. The use of these limits is daily monitored, controlled and reported by independent control functions to the senior management of the bank. The internal governance framework also establishes that these limits must be approved by the board and reviewed at least annually.

 

The Bank measures and controls the risk for the Trading Book portfolios using the Value-at-Risk (VaR). The model uses a 99% confidence level and the most recent one-year observed rates, prices and yields data.

 

The use of VaR within year 2020 is illustrated below:

 

    Value-at-Risk 
   

99% one-day

confidence level

 
    MCh$ 
Maximum    3,697 
Minimum    215 
Average    1,319 

 

Additionally, the Bank performs measuring, limiting, controlling and reporting interest rate exposures and risks for the Accrual Book using internally developed methodologies based on the differences in the amounts of assets and liabilities considering the interest rate repricing dates. Exposures are measured according to the Interest Rate Exposure or IRE metric and their corresponding risks using the Earnings-at-Risk or EaR metric.

 

 C: 

F-162

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(3)Market Risk, continued:

 

(b)Price Risk, continued:

 

The use of EaR within year 2020 is illustrated below:

 

    12- months Earnings-at-Risk 
   

99% confidence level

3 months defeasance period

 
    MCh$ 
Maximum    100,191 
Minimum    57,038 
Average    80,271 

 

The regulatory risk measurement for the Trading Book (C41 report) is produced by utilizing guidelines provided by the Central Bank of Chile (hereinafter, “BCCh”) and the CMF, which are adopted based on standardized BIS methodologies. The referred methodologies estimate the potential loss that the bank may incur considering standardized fluctuations of the value of market factors such as FX rates, interest rates and volatilities that may adversely impact the value of FX spot positions, interest rate exposures, and volatility exposures, respectively. In addition, correlation factors are included to represent non-parallel changes in the yield curve. The CMF does not set an individual limit for this particular risk, but a global one that includes this risk (also called Market Risk Equivalent or MRE) and the Credit Risk Weighted Assets.

 

The risk measurement for the Banking Book, according to normative guidelines (C40 report), as a result of interest rate fluctuations is carried out through the use of standardized methodologies provided by regulatory entities (BCCh and CMF). The report includes models for reporting interest rate gaps and standardized adverse interest rate fluctuations. In addition to this, the regulatory entity has requested banks to establish internal limits for this regulatory risk measurement. Limits must be established separately for short-term and long-term balance. The short-term risk limit should be expressed as a percentage of the Net Interest Margin or NIM plus the revenue collected from commissions that depend on the level of the interest rate; the long-term risk limit cannot exceed a specific percentage of the amount of effective equity.

 

In addition to the above, the Market Risk Policy of Banco de Chile enforces to perform daily stress tests for the Trading Book and monthly for the Accrual Book. The output of the stress testing process is monitored against corresponding trigger levels: in the case those triggers are breached, the senior management is notified in order to implement further actions, if necessary. In addition, the results during the month for the trading activities are controlled against defined loss levels and in case such levels are exceeded, senior management is also notified.

 

 C: 

F-163

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(3)Market Risk, continued:

 

(b)Price Risk, continued:

 

The following table illustrates the interest rate cash-flows of the Banking Book, considering the interest rate repricing dates on an individual basis, as of December 31, 2019 and 2020:

 

   Up to
1 month
   Between
1 and 3 months
   Between
3 and 12 months
   Between
1 and 3 years
   Between
3 and 5 years
   More than
5 years
   Total 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Assets as of December 31, 2019                                   
Cash and due from banks   2,310,055                        2,310,055 
Transactions in the course of collection   230,605                        230,605 
Investment under resale agreements   45,056                        45,056 
Derivative instruments under hedge-accounting treatment   774    36,304    28,302    257,909    348,950    1,069,919    1,742,158 
Inter-banking loans   876,508    98,673    167,287                1,142,468 
Customer loans   3,179,665    2,524,282    6,473,441    6,979,231    3,980,097    10,744,559    33,881,275 
Financial Assets at Fair Value through OCI   26,180    241,326    805,844    115,805    25,219    142,005    1,356,379 
Total assets   6,668,843    2,900,585    7,474,874    7,352,945    4,354,266    11,956,483    40,707,996 
                                    
Assets as of December 31, 2020                                   
Cash and due from banks   2,496,891                        2,496,891 
Transactions in the course of collection   96,444                        96,444 
Investment under resale agreements   10,007                        10,007 
Derivative instruments under hedge-accounting treatment   260    1,800    182,709    250,612    282,219    995,168    1,712,768 
Inter-banking loans   2,743,250    71,543    125,574                2,940,367 
Customer loans   3,180,598    2,339,929    6,504,393    8,134,601    4,437,666    10,877,247    35,474,434 
Financial Assets at Fair Value through OCI   94,086    145,272    456,613    185,995    31,465    145,987    1,059,418 
Total assets   8,621,536    2,558,544    7,269,289    8,571,208    4,751,350    12,018,402    43,790,329 

 

   Up to
1 month
   Between
1 and 3 months
  

Between
3 and 12 months

   Between
1 and 3 years
   Between
3 and 5 years
   More than
5 years
   Total 
  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

  

MCh$

 
Liabilities as of December 31, 2019                                   
Current accounts and demand deposits   11,382,462                        11,382,462 
Transactions in the course of payment   3,423                        3,423 
Obligations under repurchase agreements   9,068                        9,068 
Savings accounts and interest-bearing deposits   6,421,107    1,985,948    2,250,153    284,073    491    421    10,942,193 
Derivative instruments under hedge-accounting treatment   156    33,740    23,300    251,136    317,886    1,117,967    1,744,185 
Inter-banking borrowings   60,331    348,228    934,144    206,811            1,549,514 
Long-term debt (*)   178,310    190,329    576,309    2,091,841    2,081,579    5,017,172    10,135,540 
Other liabilities   142,010    292    17,529    727    167        160,725 
Total liabilities   18,196,867    2,558,537    3,801,435    2,834,588    2,400,123    6,135,560    35,927,110 
                                    
Liabilities as of December 31, 2020                                   
Current accounts and demand deposits   15,245,137                        15,245,137 
Transactions in the course of payment   816,294                        816,294 
Obligations under repurchase agreements   13,255                        13,255 
Savings accounts and interest-bearing deposits   6,243,204    1,964,350    648,974    59,038    1,222    156    8,916,944 
Derivative instruments under hedge-accounting treatment   160    291    192,625    230,742    280,421    1,057,369    1,761,608 
Inter-banking borrowings   72,935    140,455    340,532    1,020,126    2,090,600        3,664,648 
Long-term debt (*)   53,438    90,285    1,082,282    2,194,406    1,886,936    4,452,831    9,760,178 
Other liabilities   189,003    80    334    386    37        189,840 
Total liabilities   22,633,426    2,195,461    2,264,747    3,504,698    4,259,216    5,510,356    40,367,904 

 

(*)Amounts shown here are different from those reported in the liabilities report which is part of the liquidity analysis, due to differences in the treatment of mortgage bonds issued by the Bank in both reports.

 

 C: 

F-164

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(3)Market Risk, continued:

 

(b)Price Risk, continued:

 

Price Risk Sensitivity Analysis

 

The Bank uses stress tests as the main sensitivity analysis tool for Price Risk. The analysis is implemented for the Trading Book and the Accrual Book separately. The Bank has adopted this tool as it is considered more useful than fluctuations in business as usual scenario, such as VaR or EaR, given that:

 

(i)The financial crisis show market factors fluctuations that are materially larger than those used in the VaR with 99% of confidence level or EaR with 99% of confidence level.

 

(ii)The financial crisis also show that correlations between these fluctuations are materially different from those used in the VaR computation, since a crisis precisely indicates severe disconnections between the behaviors of market factors fluctuations respect to the patterns observed under normal conditions.

 

(iii)Trading liquidity dramatically diminishes during financial distress and especially in emerging markets. Therefore, the overnight VaR number might not be representative of the loss for trading portfolios in such environment since closing exposures period may exceed one business day. This may also happen when calculating EaR, even considering three months as the closing period.

 

The impacts are determined by mathematical simulations of fluctuations in the values of market factors, and also, estimating the changes of the economic and /or accounting value of the financial positions

 

In order to comply with IFRS 7.40, the following exercise was included illustrating an estimation of the impact of extreme but reasonable fluctuations of interest rates, swaps yields, FX rates and exchange volatility, which are used for valuing 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 extreme but realistic Chilean inflation changes forecasts.

 

The exercise is implemented by multiplying the sensitivities by the fluctuations obtained as the results of mathematical simulations over a two-week time horizon and using the maximum historical volatility, within a significant period of time, in each of the market factors; Accrual portfolios impacts are estimated by multiplying cumulative gaps by forward interest rates fluctuations modeled over a three-month time horizon and using the maximum historical volatility of interest fluctuations but limited by maximum fluctuations and / or levels observed within a significant period of time. It is relevant to note that the methodology might ignore some portion of the interest rates convexity, since it is not captured properly when large fluctuations are modeled. In any case, given the magnitude of the changes, the methodology may be reasonable enough for the purposes and scope of the analysis.

 

 C: 

F-165

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(3)Market Risk, continued:

 

(b)Price Risk, continued:

 

The following table illustrates the fluctuations resulting from the main market factors in the maximum stress test exercise, or more adverse, for the Trading Book.

 

The directions or signs of these fluctuations are those that correspond to those that generate the most adverse impact at the aggregate level.

 

Average Fluctuations of Market Factors for Maximum Stress Scenario

Trading Book

 

    CLP
Derivatives
    CLP
Bonds
    CLF
Derivatives
    CLF
Bonds
    

USD Offshore Libor

Derivatives

    

Spread USD

On/Off

Derivatives

 
    (bps)     (bps)     (bps)     (bps)     (bps)     (bps)  
Less than 1 year   -4    53    -11    44    -9    -350 
Greater than 1 year   5    63    2    58    -15    -334 

 

bps = basis points

 

The worst impact on the Bank’s Trading Book as of December 31, 2020, as a result of the simulation process described above, is as follows:

 

Most Adverse Stress Scenario P&L Impact
Trading Book
 
(MCh$) 
CLP Interest Rate        (3,564)
Derivatives   (29)     
Debt instruments   (3,535)     
CLF Interest Rate        (395)
Derivatives   81      
Debt instruments   (476)     
Interest rate USD offshore        (284)
Domestic/offshore interest rate spread USD        (8,164)
Total Interest rates        (12,407)
Total FX        (20)
Total FX Options        (78)
Total        (12,505)

 

The modeled scenario would generate losses in the Trading Book for approximately MCh$12,505. In any case, such fluctuations would not result in material losses compared to Basic Capital (Tier-1) or to the P&L estimate for the next 12-months.

 

 C: 

F-166

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(3)Market Risk, continued:

 

(b)Price Risk, continued:

 

The impact on the Accrual Book for the next 12 months as of December 31, 2020, which does not necessarily mean a net loss / gain but a greater/lower net income from funds generation (resulting net interest rate generation), is illustrated below:

 

Most Adverse Stress Scenario 12-Month Revenue
Accrual Book

 

(MCh$)  
Impact by Base Interest Rate shocks   (194,559)
Impact due to Spreads Shocks   (6,591)
Higher / (Lower) Net revenues   (201,150)

 

The main negative impact on the Trading Book would occur as a result of an increase in local interest rates and in a drastic decrease in the cross border spread. The lowest potential income in the next 12 months in the Accrual Book would occur in a scenario of a sharp inflation price fall. In any case, the impacts would be less than the annual budgeted profits of the Bank.

 

 C: 

F-167

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(4)Capital Requirements and Capital Management:

 

The main objectives of the Bank’s capital management are to ensure compliance with regulatory requirements, maintain a solid credit rating and sound capital ratios. During 2020, the Bank has successfully met the required capital requirements.

 

As part of its Capital Management Policy, the Bank has established capital adequacy alerts, which are stricter than those required by the regulator, which are monitored on a monthly basis. During 2020, none of the internal alerts defined in the Capital Management Policy were activated.

 

The Bank manages capital by making adjustments in light of changes in economic conditions and the risk characteristics of its business. For this purpose, the Bank may modify the amount of dividend payments to its shareholders or issue equity instruments. The capital adequacy of the Bank is monitored using, among other measures, the indexes and rules established by the CMF.

 

Regulatory Capital

 

According to the Chilean General Banking Law, Banks must maintain a minimum ratio of 8%, net of required provisions, as a result of dividing the Equity by the sum of the Consolidated Weighted Assets by Risk. In addition, banks must maintain a minimum ratio of Basic Capital to Total Consolidated Assets of 3%, net of required provisions. As a result of the merger of Banco de Chile with Citibank Chile in 2008, the CMF established that the institution was obliged to maintain the first reason Less than 10%. In this way, the regulatory body ratified the validity of the minimum of 10% that it had already set in December 2001 by authorizing the merger by absorption of Banco Edwards into Banco de Chile.

 

Equity is determined from Capital and Reserves or Basic Capital with the following adjustments: (a) the balance of subordinated bonds issued with a maximum equivalent to 50% of the Basic Capital is added and weighted according to their term at maturity; (b) the additional provisions for loans are added, (c) the balance of the assets corresponding to goodwill or overpaid and investments in companies not included in the consolidation is deducted, and (d) the balance of noncontrolling interest is added.

 

Assets are weighted according to the risk categories, which are assigned a risk percentage that would reflect the amount of capital needed to support each of those assets. There are 5 risk categories (0%, 10%, 20%, 60% and 100%) in addition to an intermediate category with a weighting percentage of 2% for derivative instruments cleared and settled through a Central Counterpart Entity. For example, cash, deposits in other banks and financial instruments issued by the Central Bank of Chile have 0% risk, which means that, according to current standards, no capital is required to back these assets. Properties and equipment have a 100% risk, which means that they must have a minimum capital equivalent to 8% of the amount of these assets and in the case of the Bank of Chile 10%.

 

 C: 

F-168

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(4)Capital Requirements and Capital Management, continued:

 

All derivative instruments traded outside of stock exchanges are considered in the determination of risk assets with a conversion factor over the notional values, thus obtaining the amount of exposure to credit risk (or “credit equivalent”). The contingent credits out of balance are also considered by a “credit equivalent”, for their weighting.

 

The risk-weighted assets and TIER 1 and TIER 2 Capital, as of December 31, 2019 and 2020 are the following:

 

   Consolidated assets   Risk-weighted assets 
   2019   2020   2019   2020 
   MCh$   MCh$   MCh$   MCh$ 
Balance sheet assets (net of provisions)                
Cash and due from banks   2,392,166    2,560,216    38,250    105,878 
Transactions in the course of collection   331,420    163,252    167,781    151,138 
Financial Assets held-for-trading   1,872,355    4,666,156    462,177    442,307 
Investment under resale agreements   142,329    76,407    142,329    76,407 
Derivative instruments (*)   1,555,749    1,137,195    1,124,730    828,330 
Loans and advances to banks   1,140,081    2,939,198    389,417    351,068 
Loans to Customers at amortized cost   29,384,039    30,101,583    25,668,329    24,998,600 
Financial assets at fair value through OCI   1,366,343    1,068,153    323,160    249,239 
Financial assets held to maturity                
Investments in other companies   48,442    42,338    50,758    44,649 
Intangible assets   91,717    94,111    58,307    60,701 
Property and equipment   220,262    217,928    220,262    217,928 
Leased assets   150,665    118,829    150,665    118,829 
Investment properties   13,190    12,833         
Current tax assets   357    22,949    36    2,295 
Deferred tax assets   231,293    292,517    32,095    35,794 
Other assets   843,000    556,486    862,968    400,098 
Subtotal   39,783,408    44,070,151    29,691,264    28,083,261 
                     
Off-balance-sheet assets                    
Contingent loans   4,365,922    4,140,133    2,616,074    2,483,310 
Total   44,149,330    48,210,284    32,307,338    30,566,571 

 

(*)Financial derivative contracts are presented as an equivalent credit risk for the purposes of calculating consolidated assets.

 

 C: 

F-169

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

42.Risk Management, continued:

 

(4)Capital Requirements and Capital Management, continued:

 

The amounts and ratios determined for the limit of basic capital and effective equity as of December 2019 and 2020 are:

 

   As of December 31, 
   2019    2020 
   MCh$   MCh$ 
Basic capital (*) (**)   3,528,222    3,726,267 
Effective equity   4,569,090    4,878,500 
Total consolidated assets (**)   44,408,789    48,754,455 
Total consolidated assets weighted by credit risk   32,307,338    30,566,571 

 

(*)The Basic Capital corresponds to the equity of the owners of the Bank in the Consolidated Statement of Financial Position.

(**)The total consolidated assets is presented in accordance with Chilean Generally Accepted Accounting Principles as issued by the Chilean Commission for Financial Market (“CMF”). As a result, it is not directly comparable with this Consolidated Statement of Financial Position.

 

These ratios as of December 31, 2019 and 2020 were:

 

   Ratio 
   As of December 31, 
   2019   2020 
   %   % 
Basic capital / consolidated assets   7.94    7.64 
Effective equity / consolidated assets weighted by risk   14.14    15.96 

 

During 2019, the CMF began the regulatory process for the implementation of the Basel III standards in Chile, in accordance with the established in Law No. 21,130 that modernizes the Banking Legislation. During 2020, various regulations have been published aimed at the adoption of the Basel III standard. 

 C: 

F-170

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

43.New Accounting Pronouncements:

 

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 are not yet effective as of December 31, 2020:

 

IAS 28 — Investments in Associates and Joint Venture, and IFRS 10 — Consolidated Financial Statements.

 

In September 2014, the IASB published this modification, which clarifies the scope of the profits and losses recognized in a transaction that involves an associate or joint venture, and that this depends on whether the asset sold or contribution constitutes a business. Therefore, the IASB concluded that all gains or losses should be recognized against loss of control of a business. Likewise, the gains or losses that result from the sale or contribution of a subsidiary that does not constitute a business (definition of IFRS 3) to an associate or joint venture should be recognized only to the extent of unrelated interests in the associate or joint venture.

 

During December 2015, the IASB agreed to set the effective date of this modification in the future, allowing its immediate application.

 

Banco de Chile and its subsidiaries will have no impact on the Consolidated Financial Statements as a result of the application of this amendment.

 

Limited Scope Amendments and Annual Improvements 2018-2020.

 

In May 2020, the IASB published a package of amendments of limited scope, as well as the 2018- 2020 Annual Improvements, whose changes clarify the wording or correct minor consequences, omissions or conflicts between the requirements of the Standards.

 

Among other modifications, it contains amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets which specify the costs that an entity should include when evaluating whether a contract will cause losses.

 

These amendments will be effective as of January 1, 2022 and it is estimated that Banco de Chile and its subsidiaries will not have significant impacts on the Consolidated Financial Statements as a result of the application of these amendments.

 

IFRS 9 Financial Instruments, IFRS 7 Financial Instruments: Disclosures and IAS 39 Financial Instruments: Recognition and Measurement IFRS 4 Insurance Contracts and IFRS 16 Leases. Interest Rate Benchmark Reform.

 

In August 2020, the IASB issued a set of amendments related to phase two of the Interest Rate Benchmark Reform which modifies IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.

 

The amendments complement the changes issued during 2019 and focus on the effects on the Financial Statements when a company replaces the old interest rate benchmark with an alternative benchmark rate. The amendments in phase two refer to changes that affect the contractual cash flows. A company does not need to write off / adjust the book value of financial instruments for changes, but rather update the effective interest rate to reflect the change to an alternative benchmark. In the case of hedge accounting, a company does not need to discontinue hedge accounting because it makes the changes required by the reform if the hedge meets other hedge accounting criteria. Regarding disclosures, the company must disclose information about the new risks arising from the reform and how it manages the transition to the alternative benchmark rates.

 

The amendments are effective for annual reporting periods beginning on or after January 1, 2021. Early adoption of modifications is also allowed.

 

Banco de Chile and its subsidiaries will not realize a significant impact on the Financial Statements resulting from the application of this amendment

 

 C: 

F-171

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued

 

44.Subsequent Events:

 

a)On January 19, 2021, the Financial Market Commission stated that by means of a resolution adopted in Ordinary Session No. 218 of January 13, 2021, it resolved to approve Banco de Chile’s request to early dissolve its subsidiary, Banchile Securitizadora S.A. On February 4, 2021, the subsidiary Banchile Securitizadora S.A. in an Extraordinary Shareholders’ meeting agreed on the early dissolution of this subsidiary.

 

b)On January 28, 2021, the Board of Directors of Banco de Chile agreed to convene an Ordinary Shareholders Meeting on March 25, 2021 in order to propose, among other matters, the following distribution of profits for the year ended on December 31, 2020:

 

i.Deduct and withhold from the net income of the year, an amount equivalent to the effect of inflation of the paid capital and reserves according to the variation of the Consumer Price Index that occurred between November 2019 and November 2020, amounting to Ch$95,989,016,547 which will be added to retained earnings from previous periods.

 

ii.From the resulting balance, distribute in the form of a dividend 60% of the remaining liquid profit, corresponding to a dividend of Ch$2.18053623438 to each of the 101,017,081,114 shares of the Bank, retaining the remaining 40%.

 

Consequently, the distribution as a dividend that will be proposed will amount to 47.6% of the profits for the year ended December 31, 2020.

 

c)On March 25, 2021, at the Bank’s Ordinary Shareholders’ Meeting, our shareholders approved the distribution of dividend No. 209 of $2.18053623438 per share, to be charged to the income obtained during the fiscal year 2020.

 

Additionally, the shareholders proceeded to make the definitive appointment of Mr. Raúl Anaya Elizalde as Titular Director of Banco de Chile, a position that he will hold until the next renewal of the Board of Directors.

 

d)On April 20, 2021, Law No. 21,320 that modifies consumer protection law (Law No. 19,496), prohibiting and limiting certain extrajudicial debt collection actions was enacted. Among other matters, this new law (i) limits the number and type of out-of-court collection measures, (ii) requires keeping detailed records of such actions up to two years after they have been initiated, and (iii) prohibits continuing with out-of-court collection actions once a collection has been initiated in court.

 

In the Bank's opinion, this legislation could affect its ability to recover non-performing loans from the loan portfolio granted to individuals and SMEs, affect portfolio expenses, as well as increase collection costs.  

 

In Management’s opinion, there are no other significant subsequent events that affect or could affect the Consolidated Financial Statements of Banco de Chile and its subsidiaries between December 31, 2020 and the date of issuance of these Consolidated Financial Statements.

 

 C: 

F-172

 

 

Item 19Exhibits

 

LIST OF EXHIBITS

 

Exhibit No.   Exhibit
1.1   Estatutos of Banco de Chile, which serve as our articles of incorporation and bylaws (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2018, and incorporated herein by reference).
2.1   Form of Deposit agreement among Banco de Chile, JPMorgan Chase Bank as depositary, and the holders from time to time of ADSs (incorporated by reference to our registration statement on Form F-4 (File No. 333-14020) filed on October 18, 2001).

2.2

 

Amendment No. 1, dated February 1, 2011, to the Deposit Agreement among Banco de Chile, JPMorgan Chase Bank, N.A. as depositary and holders from time to time of ADSs (incorporated by reference to our registration statement on Form F-6 (Registration No. 333-171999) filed on February 1, 2011).

2.3   Amendment No. 2, dated October 23, 2018, to the Deposit Agreement among Banco de Chile, JPMorgan Chase Bank, N.A. as depositary and holders from time to time of ADSs (incorporated by reference to our registration statement on Form F-6 (Registration No. 333-171999) filed on October 23, 2018).
4.1   Master Joint Venture Agreement between Quiñenco S.A., Citigroup, Inc. and Citibank Overseas Investment Corporation, dated July 19, 2007 (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2007, and incorporated herein by reference).
4.2   Shareholders Agreement between Quiñenco, S.A., Citigroup Chile S.A. and the minority shareholders of LQIF, dated December 27, 2007 (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2007, and incorporated herein by reference).
4.3   Amendment to the Master Joint Venture Agreement between Quiñenco S.A., Citigroup, Inc. and Citibank Overseas Investment Corporation, dated December 19, 2008 (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2008, and incorporated herein by reference).
4.4   Amendment to the Shareholders Agreement between Quiñenco, S.A., Citigroup Chile S.A. and the minority shareholders of LQIF, dated January 9, 2014 (English translation) (filed as an exhibit to our current report on Form 6-K dated January 14, 2014, and incorporated herein by reference).
4.5   Amendment to the Master Joint Venture Agreement between Quiñenco S.A., Citigroup, Inc. and Citibank Overseas Investment Corporation, dated January 9, 2014 (English translation) (filed as an exhibit to our current report on Form 6-K dated January 14, 2014, and incorporated herein by reference).
4.6   Merger Agreement between Banco de Chile and Citibank Chile, dated December 26, 2007 (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2007, and incorporated herein by reference).
4.7   Cooperation Agreement between Banco de Chile and Citigroup Inc., dated October 22, 2015 (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2015, and incorporated herein by reference).
4.8   Global Connectivity Agreement between Banco de Chile and Citigroup Inc., dated October 22, 2015 (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2015, and incorporated herein by reference).

 

 C: 

250

 

 

Exhibit No.   Exhibit
4.9   Asset Purchase Agreement between Banco de Chile and Citibank, N.A., dated December 31, 2007 (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2007, and incorporated herein by reference).
4.10   Amended and Restated Trademark License Agreement between Banco de Chile and Citigroup Inc., dated November 29, 2019 (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2019, and incorporated herein by reference).
4.11   Amended and Restated Master Services Agreement between Banco de Chile and Citigroup Inc., dated November 29, 2019 (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2019, and incorporated herein by reference).
4.12   Extension No. 1 to Cooperation Agreement between Banco de Chile and Citigroup Inc., dated August 24, 2017 (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2017, and incorporated herein by reference).
4.13   Second Extension to the Cooperation Agreement between Banco de Chile and Citigroup Inc., dated  November 29, 2019 (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001-15266) for the year ended December 31, 2019, and incorporated herein by reference).
8.1*   List of subsidiaries.
11.1   Code of Professional Ethics (English translation) (filed as an exhibit to our annual report on Form 20-F (File No. 001 15266) for the year ended December 31, 2018, and incorporated herein by reference).
12.1*   Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*   Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
13.1*   Certification under Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*   XBRL Instance Document.
101.SCH*   XBRL Taxonomy Extension Schema Document.
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*   XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

*Filed herewith.

 

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to our long-term debt, none of which authorizes securities in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the SEC requests.

 

 C: 

251

 

 

SIGNATURE

 

The registrant, Banco de Chile, hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

Date: April 30, 2021

 

  BANCO DE CHILE
     
  By /s/ Eduardo Ebensperger O.
  Name:  Eduardo Ebensperger O.
  Title: Chief Executive Officer

 

 

252

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
1/1/24
6/30/23
1/1/23
12/31/22
4/22/22
1/1/22
12/31/2120-F
12/1/216-K
11/30/216-K
8/31/216-K
7/31/21
Filed on:4/30/216-K
4/29/216-K
4/27/21
4/23/21
4/20/21
4/19/21
4/14/21
4/11/21
4/8/21
4/2/21
3/31/216-K
3/25/216-K
3/24/21
3/5/21
2/12/21
2/4/216-K
1/28/216-K
1/19/21
1/13/21
1/8/21
1/1/21
For Period end:12/31/20
12/30/20
12/1/20
11/2/20
9/2/20
8/24/20
6/14/20
6/1/20
5/7/206-K
4/29/2020-F,  6-K
4/24/20
4/15/20
4/8/20
4/6/20
4/2/20
3/31/20
3/30/20
3/26/206-K
3/23/20
3/18/20
3/16/20
3/12/206-K
2/24/20
1/29/20
1/10/20
1/1/20
12/31/1920-F
12/30/19
12/10/19
11/29/196-K
11/28/19
11/15/19
11/14/19
10/18/19
8/27/19
6/4/196-K
4/30/19
4/26/1920-F,  6-K
4/4/19
3/28/196-K
3/27/19
3/14/196-K
1/28/196-K
1/16/19
1/12/19
1/1/19
12/31/1820-F
12/28/18
12/27/186-K
12/14/186-K
11/23/18
11/20/18
11/15/18
10/23/18F-6 POS
10/8/18
10/3/18
10/2/18
8/23/18
7/6/18
5/31/18
5/24/18
5/4/18
3/22/186-K
3/13/18
1/1/18
12/31/1720-F
12/19/17
12/5/17
11/23/17
9/20/17
8/24/176-K
7/27/17
6/16/17
6/12/17
4/1/17
3/23/176-K
1/26/176-K
1/1/17
12/31/1620-F
12/19/16
12/12/16
9/8/16
4/1/16
2/8/16
1/28/166-K
1/1/16
12/31/1520-F
12/22/156-K
10/22/156-K
1/23/15
12/31/1420-F
10/30/146-K
9/29/14
5/30/14
5/1/14
3/25/14
1/29/14424B7,  6-K
1/9/146-K
12/31/1320-F
10/18/136-K
8/31/13
12/31/1220-F
9/27/126-K
5/31/12
4/5/12
3/21/12
12/31/1120-F,  6-K
3/7/11
2/1/11F-6EF
7/31/10
4/30/10
3/15/10
2/27/10
1/29/10
12/29/09
9/25/09
12/27/08
12/19/08
1/1/08
12/31/0720-F,  6-K
12/27/076-K
7/20/076-K,  UPLOAD
7/19/076-K
4/12/07
3/24/05
12/20/026-K
10/8/02
1/2/02
1/1/02
12/6/01
10/18/01
4/16/01
10/1/99
9/17/96
 List all Filings 


9 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/30/20  Bank of Chile                     20-F       12/31/19  254:51M                                    EdgarAgents LLC/FA
 4/26/19  Bank of Chile                     20-F       12/31/18  227:92M                                    Toppan Merrill/FA
10/23/18  JPMorgan Chase Bank N… Depositary F-6 POS    10/23/18    3:252K Bank of Chile                     E-Data Systems, Inc./FA
 4/27/18  Bank of Chile                     20-F       12/31/17  207:66M                                    Toppan Merrill/FA
 4/28/16  Bank of Chile                     20-F       12/31/15   11:18M                                    Toppan Merrill/FA
 1/14/14  Bank of Chile                     6-K         1/14/14    3:64K                                    Donnelley … Solutions/FA
 2/01/11  JPMorgan Chase Bank N… Depositary F-6EF       2/01/11    4:324K Bank of Chile                     E-Data Systems, Inc./FA
 6/29/09  Bank of Chile                     20-F       12/31/08   11:5.7M                                   Donnelley … Solutions/FA
 6/27/08  Bank of Chile                     20-F       12/31/07   14:6.1M                                   Donnelley … Solutions/FA
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