20-F 1 d663337d20f.htm FORM 20-F Form 20-F
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ANNUAL REPORT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013

As filed with the Securities and Exchange Commission on May 15, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

[  ]        

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

[x]

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   For the fiscal year ended December 31, 2013
   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 fiscal year ended December 31, 2013

Commission file number 001-32305

CORPBANCA

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

Republic of Chile

(Jurisdiction of incorporation or organization)

Rosario Norte 660

Las Condes

Santiago, Chile

(Address of principal executive offices)

Investor Relations, Telephone: +(562) 2660-2555, Facsimile: +(562) 2660-2476, Address: Rosario Norte 660, Las Condes, 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   Name of each exchange on which registered
American Depositary Shares representing common shares   New York Stock Exchange
Common shares, no par value*   New York Stock Exchange*

 

* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

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

None

(Title of Class)


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

3.125% Senior Notes due January 15, 2018

(Title of Class)

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.

340,358,194,234

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[x] 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        [x] 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.

[x] Yes        [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

[  ] Yes        [x] No

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

 

Large accelerated filer [x]

  Accelerated filer [  ]   Non-accelerated filer [  ]

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 [x]

 

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        [x] 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

 

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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains statements that constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include “believes,” “expects,” “intends,” “plans,” “projects,” “estimates” or “anticipates” and similar expressions. These statements appear throughout this Annual Report, including, without limitation, under “Item 3. Key Information—D. Risk Factors”, “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects”, are not based on historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control and include statements regarding our current intent, belief or expectations with respect to (1) our asset growth and financing plans, (2) trends affecting our financial condition or results of operations, (3) the impact of competition and regulations, (4) projected capital expenditures, and (5) liquidity. Such 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, currency 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, would 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:

 

   

trends affecting our financial condition or results of operations;

   

our dividend policy;

   

changes in the participation of our shareholders or any other factor that may result in a change of control;

   

the amount of our indebtedness;

   

natural disasters;

   

changes in general economic, business, regulatory, political or other conditions in the Republic of Chile, or Chile, or the Republic of Colombia, or Colombia, or changes in general economic or business conditions in Latin America;

   

changes in capital markets in general that may affect policies or attitudes towards lending to Chile or Colombia, Chilean or Colombian companies or securities issued by Chilean companies;

   

the monetary and interest rate policies of the Central Bank of Chile (Banco Central de Chile), or the Central Bank of Chile, or the Central Bank of Colombia (Banco Central de Colombia), or the Central Bank of Colombia;

   

inflation or deflation;

   

unemployment;

   

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

   

unanticipated turbulence in interest rates;

   

movements in currency exchange rates;

   

movements in equity prices or other rates or prices;

   

changes in Chilean, Colombian and foreign laws and regulations;

   

changes in Chilean or Colombian tax rates or tax regimes;

   

competition, changes in competition and pricing environments;

   

our inability to hedge certain risks economically;

   

the adequacy of our loss allowances, provisions or reserves;

   

technological changes;

   

changes in consumer spending and saving habits;

   

successful implementation of new technologies;

   

loss of market share;

   

changes in, or failure to comply with applicable banking, insurance, securities or other regulations;

   

difficulties in successfully integrating recent and future acquisitions into our operations;

   

our ability to successfully integrate Helm Bank S.A. and its consolidated subsidiaries or Helm Bank, with our business;

   

consequences of the potential acquisition of a controlling interest in us by Itaú Unibanco Holding S.A, or Itaú Unibanco, as well as the merger of Banco Itaú Chile, or Itaú Chile, with and into us and the potential acquisition of Itaú BBA Colombia S.A., Corporación Financiera, or Itaú Colombia by us or the merger of Itaú Colombia with and into CorpBanca Colombia, S.A., or CorpBanca Colombia; and

   

the other factors identified or discussed under “Item 3. Key Information—D. Risk Factors” in this Annual Report.

 

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

ENFORCEMENT OF CIVIL LIABILITIES

We are a banking corporation organized under the laws of Chile. The majority of our directors or executive officers are not residents of the United States and a substantial portion of our assets and the assets of these persons are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon us or such persons or to enforce against them or us in the United States or other foreign courts, judgments obtained in the United States predicated upon the civil liability provisions of the federal securities laws of the United States.

No treaty exists between the United States and Chile for the reciprocal enforcement of court judgments. Chilean courts, however, have enforced final judgments rendered in the United States, subject to the review in Chile of the United States judgment in order to ascertain whether certain basic principles of due process and public policy have been respected, without reviewing the merits of the subject matter of the case. If a United States court grants a final judgment in an action based on the civil liability provisions of the federal securities laws of the United States, enforceability of this judgment in Chile will be subject to the obtaining of the relevant “exequatur” (i.e., recognition and enforcement of the foreign judgment) according to Chilean civil procedure law in force at that time, and consequently, subject to the satisfaction of certain factors. Currently, the most important of these factors are the absence of any conflict between the foreign judgment and Chilean laws (excluding for this purpose the laws of civil procedure) and public policies; the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the same facts and circumstances; the absence of any further means for appeal or review of the judgment in the jurisdiction where judgment was rendered; the Chilean courts’ determination that the United States courts had jurisdiction; that service of process was appropriately served on the defendant and that the defendant was afforded a real opportunity to appear before the court and defend its case; and that enforcement would not violate Chilean public policy.

In general, the enforceability in Chile of final judgments of United States courts does not require retrial in Chile.

 

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TABLE OF CONTENTS

 

PART I

     1   

ITEM 1.

  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS      1   

ITEM 2.

  OFFER STATISTICS AND EXPECTED TIMETABLE      1   

ITEM 3.

  KEY INFORMATION      1   

ITEM 4.

  INFORMATION ON THE COMPANY      41   

ITEM 4A.

  UNRESOLVED STAFF COMMENTS      124   

ITEM 5.

  OPERATING AND FINANCIAL REVIEW AND PROSPECTS      124   

ITEM 6.

  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES      152   

THE DIRECTORS COMMITTEE AND AUDIT COMMITTEE

     158   

ITEM 7.

  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS      161   

ITEM 8.

  FINANCIAL INFORMATION      165   

ITEM 9.

  OFFER AND LISTING DETAILS      166   

ITEM 10.

  ADDITIONAL INFORMATION      167   

ITEM 11.

  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT FINANCIAL RISK      208   

ITEM 12.

  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES      247   

PART II

     248   

ITEM 13.

  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES      248   

ITEM 14.

  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS      248   

ITEM 15.

  CONTROLS AND PROCEDURES      248   

ITEM 16.

  RESERVED      249   

ITEM 16A.

  AUDIT COMMITTEE FINANCIAL EXPERT      249   

ITEM 16B.

  CODE OF ETHICS      249   

ITEM 16C.

  PRINCIPAL ACCOUNTANT FEES AND SERVICES      250   

ITEM 16D.

  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES      250   

ITEM 16E.

  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS      250   

ITEM 16F.

  CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT      251   

ITEM 16G.

  CORPORATE GOVERNANCE      251   

ITEM 16H.

  MINE SAFETY DISCLOSURE      253   

PART III

     253   

ITEM 17.

  FINANCIAL STATEMENTS      253   

ITEM 18.

  FINANCIAL STATEMENTS      253   

ITEM 19.

  EXHIBITS      253   

 

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PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

ITEM 3. KEY INFORMATION

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements

We are a Chilean bank and maintain our financial books and records in Chilean pesos and prepare our audited consolidated financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Unless otherwise indicated herein, as used hereafter IFRS refers to the standards issued by the IASB.

As required by local regulations, our consolidated financial statements filed with the Chilean Superintendency of Banks and Financial Institutions (Superintendencia de Bancos e Instituciones Financieras), also referred to as the SBIF, have been prepared in accordance with Chilean accounting principles, or Chilean Bank GAAP, issued by the SBIF. Therefore, our consolidated financial statements filed with the SBIF have been adjusted to IFRS in order to comply with the requirements of the Securities and Exchange Commission, or the SEC. We have included herein certain information in Chilean Bank GAAP with respect to the Chilean financial system.

The selected consolidated financial information included herein as of December 31, 2013 and for the year ended December 31, 2013, together with the selected consolidated financial information as of December 31, 2009, 2010, 2011 and 2012 and for the years ended December 31, 2009, 2010, 2011 and 2012, is derived from, and presented on the same basis as, our consolidated financial statements prepared under IFRS and should be read together with such consolidated financial statements. Readers should exercise caution in determining trends based on prior annual reports. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—The Economy—Critical Accounting Policies and Estimates”.

As discussed in Note 3 “Relevant events” to our audited consolidated financial statements, on August 6, 2013, we acquired a majority interest in Helm Bank and, thus, it became one of our subsidiaries. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—The Economy—Acquisition of Helm Bank”.

Our auditors, Deloitte & Touche Auditores y Consultores Ltda., or Deloitte, an independent registered public accounting firm, have audited our consolidated financial statements as of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013 in accordance with IFRS. See page F-1 to our consolidated financial statements for the 2013 report prepared by Deloitte.

Foreign Currency Markets

In this Annual Report, references to “$,” “US$,” “U.S. dollars” and “dollars” are to United States dollars, references to “Chilean pesos” or “Ch$” are to Chilean pesos, references to “UF” are to Unidades de Fomento and references to “Colombian pesos” or “COP$” are to Colombian pesos. The UF is an inflation-indexed, Chilean peso-denominated unit that is linked to and adjusted daily to reflect changes in the previous month’s Chilean Consumer Price Index of the Chilean National Statics Institute (Instituto Nacional de Estadísticas). As of December 31, 2013, one UF equaled US$44.28, Ch$23,309.56 and COP$85,195.76 and as of May 13, 2014, one UF equaled US$43.44, Ch$23,848.71 and COP$83,299.72. See “Item 5. Operating and Financial Review and Prospects”.

This Annual Report contains translations of certain Chilean peso amounts into U.S. dollars and Colombian pesos at specified rates solely for the convenience of the reader. These translations should not be construed as representations that such Chilean peso amounts actually represent such U.S. dollar or Colombian pesos amounts,

 

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were converted from U.S. dollars or Colombian pesos amounts at the rate indicated in preparing our financial statements or could be converted into U.S. dollars or Colombian pesos amounts at the rate indicated or any particular rate at all. Unless otherwise indicated, such U.S. dollar and Colombian pesos amounts have been translated from Chilean pesos based on our own exchange rate of Ch$526.41 and COP$1,924.34, respectively, per US$1.00 as of December 31, 2013.

Specific Loan Information

Unless otherwise specified, all references in this Annual Report to total loans are to loans and financial leases before deduction for allowances for loan losses, and they do not include loans to banks or unfunded loan commitments. In addition, all market share data and financial indicators for the Chilean banking system when compared to CorpBanca’s financial information, presented in this Annual Report or incorporated by reference into this Annual Report are based on information published periodically by the SBIF, which is published under Chilean Bank GAAP and prepared on a consolidated basis. Non-performing loans include the principal and accrued interest on any loan with one installment more than 90 days overdue. Impaired loans include those loans on which there is objective evidence that customers will not meet some of their contractual payment obligations. Past due loans include all installments and lines of credit more than 90 days overdue, provided that the aggregate principal amount of such loans is not included. Under IFRS, a loan is evaluated on each financial statement reporting date to determine whether objective evidence of impairment exists. A loan will be impaired if, and only if, objective evidence of impairment exists as a result of one or more events that occurred after the initial recognition of the loan, and such event or events have an impact on the estimated future cash flows of such loan that can be reliably estimated. It may not be possible to identify a single event that was the individual cause of the impairment. An impairment loss relating to a loan is calculated as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the effective interest rate. Individually significant loans are individually tested for impairment. The remaining financial assets are evaluated collectively in groups with similar credit risk characteristics. The reversal of an impairment loss occurs only if it can be objectively related to an event occurring after the initial impairment loss was recorded. In the case of loans recorded at amortized cost, the reversal is recorded in income. See “Item 4. Information on the Company—Business Overview—Selected Statistical Information —Classification of Banks and Loans; Allowances and Provisions for Loan Losses.” This disclosure is consistent with IFRS.

According to Decree with Force of Law No. 3 of 1997, as amended, or the Chilean General Banking Law, a bank must have effective net equity of at least 8% of its risk weighted assets, net of required allowance for loan losses, paid in capital and reserves, and basic capital (capital básico), of at least 3% of its total assets, net of required allowance for loan losses.

For these purposes, the effective net equity of a bank is the sum of (1) the bank’s basic capital, (2) subordinated bonds issued by the bank valued at their issue price for an amount of up to 50% of its basic capital; provided that the value of the bonds shall decrease by 20% for each year that elapses during the period commencing six years prior to their maturity and (3) its voluntary allowances for loan losses, for an amount of up to 1.25% of its risk weighted assets to the extent voluntary allowances exceed those that banks are required to maintain by law or regulation; minus (4) certain deductions to be made in accordance with provisions of chapter 12-1 of the Regulations (Recopilación Actualizada de Normas) of the SBIF.

Rounding and Other Matters

Certain figures included in this Annual Report and in our audited consolidated financial statements as of and for the year ended December 31, 2013 have been rounded for ease of presentation. Percentage figures included in this Annual Report have in all cases not 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, 2013. Certain other amounts that appear in this Annual Report may similarly not sum due to rounding.

Inflation figures relating to Chile are those reported by the Chilean National Statistics Institute (Instituto Nacional de Estadísticas), unless otherwise stated herein or required by the context. Inflation figures relating to Colombia are those reported by the Colombian National Administrative Department of Statistics (Departamento Administrativo Nacional de Estadística), unless otherwise stated herein or required by the context. See “—Exchange Rate Information” below.

 

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In this Annual Report, all macro-economic data related to the Chilean economy is based on information published by the Central Bank of Chile and all macro-economic data related to the Colombian economy is based on information published by the Central Bank of Colombia. All market share and other data related to the Chilean financial system is based on information published by the SBIF as well as other publicly available information and all market share and other data related to the Colombian financial system is based on information published by the Colombian Superintendency of Finance (Superintendencia Financiera de Colombia) as well as other publicly available information. As of January 1, 2009, the SBIF publishes the consolidated risk index of the Chilean financial system on a monthly basis. The Colombian Superintendency of Finance publishes every month the consolidated data required to calculate the risk index of the Colombian banking system (loan loss allowances and total loans).

EXCHANGE RATE INFORMATION

Exchange Rates

Chile has two currency markets, the Formal Exchange Market (Mercado Cambiario Formal) and the Informal Exchange Market (Mercado Cambiario Informal). The Formal Exchange Market is comprised of banks and other entities authorized by the Central Bank of Chile. The Informal Exchange Market is comprised of entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Central Bank of Chile is empowered to require that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market. Both the Formal and Informal Exchange Markets are driven by free market forces. Current regulations require that the Central Bank of Chile be informed of certain transactions and that they be effected through the Formal Exchange Market.

The U.S. dollar observed exchange rate (dólar observado), or the Observed Exchange Rate, which is reported by the Central Bank of Chile and published daily in the Official Gazette (Diario Oficial) is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market. Nevertheless, the Central Bank of Chile may intervene by buying or selling foreign currency on the Formal Exchange Market to attempt to maintain the Observed Exchange Rate within a desired range. Even though the Central Bank of Chile is authorized to carry out its transactions at the Observed Exchange Rate, it often uses spot rates instead. Many other banks carry out foreign exchange transactions at spot rates as well.

The Informal Exchange Market reflects transactions carried out at an informal exchange rate. There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can fluctuate above or below the Observed Exchange Rate.

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

As of December 31, 2013, the U.S. dollar exchange rate used by us was Ch$526.41 per US$1.00.

 

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The following table sets forth the annual low, high, average and period-end Observed Exchange Rate for U.S. dollars for the periods set forth below, as reported by the Central Bank of Chile.

 

     Daily Observed Exchange Rate (Ch$ per US$)(1)  
     Low(2)      High(2)      Average(3)      Period-End(4)  

Year ended December 31,

           

2009

             491.09                     643.87                     559.67                     506.43       

2010

     468.37             549.17             510.38             468.37       

2011

     455.91             533.74             483.36             521.46       

2012

     469.65             519.69             486.75             478.60       

2013

     466.50             533.95             495.00             523.76       

Quarterly period

           

2012 1st Quarter

     475.29             519.20             489.53             489.76       

2012 2nd Quarter

     482.12             519.69             496.40             509.73       

2012 3rd Quarter

     469.65             501.84             482.97             470.48       

2012 4th Quarter

     471.54             484.48             477.62             478.60       

2013 1st Quarter

     470.67             479.96             472.50             472.54       

2013 2nd Quarter

     466.50             514.38             484.38             503.86       

2013 3rd Quarter

     496.49             516.83             507.47             502.97       

2013 4th Quarter

     493.36             533.95             516.00             523.76       

2014 1st Quarter

     524.61             573.24             551.48             550.53       

Month ended

           

October 2013

     493.36             508.58             500.81             508.58       

November 2013

     507.64             528.19             519.25             528.19       

December 2013

     523.76             533.95             529.45             523.76       

January 2014

     524.61             550.53             537.03             547.22       

February 2014

     546.94             563.32             554.41             563.32       

March 2014

     550.53             573.24             563.84             550.53       

April 2014

     544.96             563.76             554.64             560.56       

May 2014(5)

     551.36             566.88             561.12             551.36       

 

Source: Central Bank of Chile

(1)

Nominal figures.

(2)

Exchange rates are the actual low and high, on a day-by-day basis for each period.

(3)

The average of the exchange rates on the last day of each month during the period.

(4)

Each annual period ends on December 31, and the respective period-end exchange rate is published by the Central Bank of Chile on the first business day following December 31. Each monthly period ends on the last calendar day of such month and the respective period-end exchange rate is published by the Central Bank of Chile on the first business day following the last calendar day of such month.

(5)

The information for May 2014 is as of May 13, 2014.

The following table sets forth the annual low, high, average and period-end exchange rate for U.S. dollars for the periods set forth below under our policy to calculate our own exchange rate:

 

     Bank’s Exchange Rate Ch$ per US$1  
     Low(2)      High(2)      Average(3)      Period-End  

Year ended December 31,

           

2009

             490.77                     640.60                     559.16                     507.52       

2010

     467.78             547.94             510.18             467.78       

2011

     455.87             535.03             483.49             519.08       

2012

     469.68             518.65             486.68             479.16       

2013

     466.48             533.95             495.31             526.41       

Quarterly period

           

2012 1st Quarter

     475.70             518.65             489.24             488.93       

2012 2nd Quarter

     481.46             518.46             497.15             501.07       

2012 3rd Quarter

     469.68             499.48             482.48             473.94       

2012 4th Quarter

     472.30             484.83             477.88             479.16       

2013 1st Quarter

     470.39             475.26             472.36             471.89       

2013 2nd Quarter

     466.48             513.66             484.94             507.89       

2013 3rd Quarter

     494.43             518.64             507.42             504.22       

2013 4th Quarter

     493.53             533.95             516.37             526.41       

2014 1st Quarter

     526.84             573.21             551.91             550.62       

Month ended

           

October 2013

             493.53                     508.66                     501.29                     506.77       

November 2013

     512.57             531.36             520.52             531.36       

December 2013

     524.02             533.95             529.08             526.41       

January 2014

     526.84             556.39             538.52             556.39       

February 2014

     547.04             563.89             554.43             557.66       

March 2014

     550.62             573.21             563.55             550.62       

April 2014

     544.80             564.85             555.44             564.85       

May 2014(4)

     549.03             567.56             559.07             549.03       

 

 

(1)

Nominal figures.

(2)

Exchange rates are the actual low and high, on a day-by-day basis for each period.

(3)

The average of the exchange rates on the last day of each month during the period.

(4)

The information for May 2014 is as of May 13, 2014.

 

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Exchange Controls Considerations

Investments made in our common shares and our ADRs are subject to the following requirements:

 

   

any foreign investor acquiring common shares to be 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;

   

the entity participating in the Formal Exchange Market through which the funds are brought into Chile must report such investment to the Central Bank of Chile;

   

all remittances of funds from Chile to the foreign investor upon the sale of common shares underlying American Depositary Shares, or 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 of Chile.

When funds are brought into Chile for a purpose other than to acquire common shares to convert them into ADSs and subsequently are used to acquire common shares to be deposited into the ADR facility, such investment must be reported to the Central Bank of Chile 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 of Chile.

All payments made within Chile in foreign currency in connection with ADSs through the Formal Exchange Market must be reported to the Central Bank of Chile 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 of Chile 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.

We cannot assure you that additional Chilean restrictions applicable to the holders of the ADSs, the disposition of 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 restriction 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 the original Spanish version at the Central Bank of Chile’s website at www.bcentral.cl.

 

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A. SELECTED FINANCIAL DATA

The following tables present our selected financial data as of the dates and for the periods indicated. You should read the following information together with our audited consolidated financial statements, including the notes thereto, included in this Annual Report and the information set forth in “Item 5. Operating and Financial Review and Prospects”.

 

    For the fiscal years ended December 31,  
    2009     2010     2011     2012     2013     2013 (1)  
    Ch$     Ch$     Ch$     Ch$     Ch$     US$  
    (in millions of Ch$, in thousands of US$)(2)  

Interest income

    314,115        387,639        528,622        762,992        1,007,106        1,913,159   

Interest expense

    (120,727)        (163,229)        (335,622)        (506,116)        (549,416)        (1,043,704)   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

    193,388        224,410        193,000        256,876        457,690        869,455   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net service fee income

    43,261        58,221        60,362        85,644        117,977        224,116   

Trading and investment, foreign exchange gains and other operating income

    59,285        44,033        80,469        104,398        127,039        241,331   

Total operating expenses

    (122,667)        (132,683)        (152,706)        (253,644)        (362,145)        (687,952)   

Income attributable to investments in other companies

    445        296        250        367        1,241        2,357   

Provisions for loan losses

    (71,271)        (52,351)        (40,754)        (51,575)        (102,072)        (193,902)   

Income before income taxes

    102,441        141,926        140,621        142,066        239,730        455,405   

Income taxes

    (16,249)        (20,353)        (23,303)        (22,913)        (64,491)        (122,511)   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income for the year

    86,192        121,573        117,318        119,153        175,239        332,895   

Net income per common share (3)

    0.39        0.54        0.51        0.43        0.46        0.0009   

Dividend per common share (4)

    0.39        0.54        0.52        0.49        0.18        0.0003   

Dividends per ADS (4) (5)

    583        804        787        736        265        0.50   

Shares of common stock outstanding (in thousands)

    221,236,558.2        226,906,772.0        226,909,290.6        250,358,194.2        340,358,194.2          

 

 

(1)

Amounts stated in U.S. dollars as of December 31, 2013, and for the year ended December 31, 2013 have been translated from Chilean pesos at our exchange rate of Ch$526.41 per US$1.00 as of December 31, 2013.

(2)

Amounts stated in millions of Chilean pesos and thousands of U.S. dollars except for net income per share, dividends per common share and dividend per ADS expressed in Chilean pesos and in U.S. dollars.

(3)

Net income per common share has been calculated on the basis of net income attributable to the equity holders of the Bank divided by the weighted average number of shares outstanding for the period.

(4)

Represents dividends paid in respect of net income earned in the prior fiscal year.

(5)

As of December 31, 2009 and 2010, one ADS equaled 5,000 common shares. As of December 31, 2011, 2012 and 2013, one ADS equaled 1,500 common shares. On February 23, 2011, CorpBanca changed the ratio of the ADSs from 5,000 common shares to 1 ADS to 1,500 common shares to 1 ADS. The dividend per ADS calculation has been made utilizing the ratio of 1,500 common shares to one ADS for the years ended December 31, 2009, 2010, 2011, 2012 and 2013 for comparative purposes only.

 

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    As of December 31,  
    2009     2010     2011     2012     2013     2013  
    Ch$     Ch$     Ch$     Ch$     Ch$     US$  
    (in millions of Ch$, in thousands of US$)  
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION            

Cash and deposits in banks

    110,331        202,339        265,747        520,228        911,088        1,730,757   

Cash in the process of collection

    95,796        79,680        96,230        123,777        112,755        214,196   

Trading portfolio financial assets

    76,156        197,580        166,039        159,898        431,683        820,051   

Investments under agreements to resell

    51,970        75,676        23,251        21,313        201,665        383,095   

Derivative financial instruments

    126,140        204,067        248,982        268,027        376,280        714,804   

Loans and receivables from banks, net

    86,220        63,998        304,098        482,371        217,944        414,019   

Loans and receivables from customers

    4,912,392        5,364,980        6,711,945        9,993,890        12,771,642        24,261,777   

Financial investments available-for-sale

    737,162        746,248        843,250        1,112,435        889,087        1,688,963   

Held to maturity investments

                  21,962        104,977        237,522        451,211   

Investment in other companies

    3,583        3,583        3,583        5,793        15,465        29,378   

Intangible assets

    13,630        13,096        12,239        489,306( *)      836,922        1,589,867   

Property, plant and equipment, net

    55,212        53,430        57,225        65,086        98,242        186,626   

Current taxes

                  6,278                        

Deferred income taxes

    19,060        21,956        25,080        40,584( *)      89,218        169,484   

Other assets

    92,307        104,207        102,775        149,903        293,118        556,825   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

    6,379,959        7,130,840        8,888,684        13,537,588        17,482,631        33,211,054   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

(*)

These figures were restated in our most recent financial statements to reflect accounting changes; Management has determined that the effect of these changes is not material. For more information please see Note 2 to our financial statements.

 

    As of December 31,  
    2009     2010     2011     2012     2013     2013  
    Ch$     Ch$     Ch$     Ch$     Ch$     US$  
    (in millions of Ch$, in thousands of US$)  

Current accounts and demand deposits

    496,270        612,064        682,720        1,112,675        3,451,383        6,556,454   

Cash in the process of collection

    64,854        41,525        36,948        68,883        57,352        108,949   

Obligations under repurchase agreements

    465,513        189,350        130,549        257,721        342,445        650,529   

Time deposits and saving accounts

    3,316,045        3,700,454        4,824,378        7,682,675        7,337,703        13,939,141   

Derivative financial instruments

    114,703        175,261        166,872        193,844        281,583        534,912   

Borrowings from financial institutions

    362,403        503,692        663,626        969,521        1,273,840        2,419,863   

Debt issued

    935,219        1,215,435        1,522,773        1,886,604        2,414,557        4,586,837   

Other financial obligations

    26,853        23,660        20,053        18,120        16,807        31,928   

Current income tax provision

    7,831        7,168               9,057        45,158        85,785   

Deferred income taxes

    15,644        21,244        25,352        120,714 (*)      179,467        340,926   

Provisions

    49,804        67,732        42,030        136,240 (*)      164,932        313,315   

Other liabilities

    17,471        20,998        30,981        79,868 (*)      185,507        352,400   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

        5,872,610            6,578,583            8,146,282            12,535,922            15,750,734            29,921,039   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL SHAREHOLDERS’ EQUITY

    507,349        552,257        742,402        1,001,666 (*)      1,731,897        3,290,015   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY

    6,379,959        7,130,840        8,888,684        13,537,588        17,482,631        33,211,054   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

(*)

These figures were restated in our most recent financial statements to reflect accounting changes; Management has determined that the effect of these changes is not material. For more information please see Note 2 to our financial statements.

 

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     As of and for the fiscal years ended December  31,  
     2009      2010      2011      2012      2013  

CONSOLIDATED RATIOS

              

Profitability and Performance

              

Net interest margin(1)

     3.6%         3.6%         2.7%         2.3%         3.4%   

Return on average total assets(2)

     1.4%         1.8%         1.5%         0.9%         1.1%   

Return on average shareholders’ equity(3)

     18.4%         23.9%         19.6%         13.1%         12.7%   

Efficiency ratio (consolidated)(4)

     41.5%         41.0%         45.7%         56.8%         51.7%   

Dividend payout ratio(5)

     100.0%         100.0%         100.0%         100.0%         50.0%   

Capital

              

Average shareholders’ equity as a percentage of average total assets

     7.7%         7.5%         7.5%         7.2%         8.9%   

Shareholders’ equity as a percentage of total liabilities

     8.6%         8.4%         9.1%         8.0%         11.0%   

Asset Quality

              

Allowances for loan losses as a percentage of overdue loans(6)

         170.3%             165.8%             153.8%             101.8%             76.5%   

Overdue loans as a percentage of total loans(6)

     1.2%         1.1%         1.0%         1.1%         1.3%   

Allowances for loan losses as a percentage of total loans

     1.9%         1.9%         1.5%         1.1%         1.0%   

Past due loans as a percentage of total loans(7)

     0.8%         0.9%         0.7%         0.5%         0.5%   

OTHER DATA

              

Inflation rate

                                       

Foreign exchange rate (Ch$/US$)

     (19.5)%         (7.8)%         11.0%         (7.7)%         9.9%   

Number of employees

     3,127         3,422         3,461         5,163         7,298   

Number of branches and offices

     112         113         116         209         295   

 

 

(1)

Net interest margin is defined as net interest income divided by average interest-earning assets.

(2)

Return on average total assets is defined as net income divided by average total assets.

(3)

Return on average shareholders’ equity is defined as net income divided by average shareholders’ equity.

(4)

Efficiency ratio (consolidated) is defined as total operating expenses as a percentage of operating income before loan losses.

(5)

Dividend payout ratio represents dividends divided by net income.

(6)

Overdue loans consist of all non-current loans (loans to customers).

(7)

Past due loans include all installments and lines of credit more than 90 overdue.

 

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

 

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

 

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D. RISK FACTORS

RISKS ASSOCIATED WITH OUR BUSINESS

The growth and composition of our loan portfolio may expose us to increased loan losses

From December 31, 2010 to December 31, 2013, the compounded annual growth rate of our aggregate gross loan portfolio was 33.7%. Our business strategy is to grow profitably while increasing the size of our loan portfolio.

Our loan portfolio has one segment with the highest level of risk: consumer loans. As of December 31, 2013, the risk index (ratio of allowance for loans losses over total loans) of this segment was 1.7% while other segments of our loan portfolio such as mortgage loans or commercial loans had lower risk indexes of 0.4% and 1.0%, respectively.

Our consumer loans have increased since June 2011 in terms of aggregate amount, but our consumer loans have increased as a percentage of our total loan portfolio only since July 2012. Our consumer loans have been increasing since May 2012 in terms of both aggregate amount, and as a percentage of our total loan portfolio as a result of (i) our acquisition of 91.9% equity interest in CorpBanca Colombia in May 2012, or the Banco Santander Colombia Acquisition, and (ii) our acquisition of a 87.4% equity interest in Helm Bank in August 2013, or the Helm Bank Acquisition. As of December 31, 2013, consumer loans represented 12.6% of our total loan portfolio.

The characteristics of our consumer loan portfolio that make it susceptible to loan losses are the absence of collateral and the risk of unemployment of our consumer borrowers.

We believe our allowance for loan losses is adequate as of the date hereof to cover all known losses in our loan portfolio. The growth of our loan portfolio (particularly in the lower-middle to middle income consumer segments) may expose us to a higher level of loan losses and require us to establish proportionately higher levels of provisions for loan losses, which would offset the increased income that we can expect to receive as our loan portfolio grows.

Our loan portfolio may not continue to grow at the same or similar rate

Past performance of our loan portfolio may not be indicative of future performance. There can be no assurance that in the future our loan portfolio will continue to grow at the same or similar rates as the growth rate that we historically experienced, particularly in light of the growth attributable to the Banco Santander Colombia Acquisition and to the Helm Bank Acquisition. A reversal of the rate of growth of the Chilean or Colombian economy, a slowdown in the growth of customer demand, an increase in market competition or changes in governmental regulations could adversely affect the rate of growth of our loan portfolio and our risk index and, accordingly, increase our required allowances for loan losses. Economic turmoil could also materially and adversely affect the liquidity, businesses and financial condition of our customers, including a general decline in consumer spending and a rise in unemployment, which in turn could lead to decreased demand for borrowings in general.

Our allowances for loan losses may not be adequate to cover the future actual losses to our loan portfolio

As of December 31, 2013, our allowance for loan losses was Ch$126,039 million (excluding allowances for loan losses on loans and receivable to banks), and the risk index was 1.0%. The amount of allowance for loan losses is based on our current assessment of and expectations concerning various factors affecting the quality of our loan portfolio. These factors include, among other things, our customers’ financial condition, repayment abilities and repayment intentions, the realizable value of any collateral, the prospects for support from any guarantor, Chile’s and Colombia’s economy, government macroeconomic policies, interest rates and the legal and regulatory environment. As the recent global financial crisis has demonstrated, many of these factors are beyond our control. In addition, as these factors evolve, the models we use to determine the appropriate level of allowance for loan losses require recalibration, which may lead to increased provision for loan losses. We believe our allowance for loan losses is adequate as of the date hereof for all known losses. If our assessment of and expectations concerning the

 

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above mentioned factors differ from actual developments, or if the quality of our loan portfolio deteriorates or the future actual losses exceed our estimates, our allowance for loan losses may not be adequate to cover actual losses and we may need to make additional allowances for loan losses, which may materially and adversely affect our results of operations and financial condition.

If we are unable to maintain the quality of our loan portfolio, our financial condition and results of operations may be materially and adversely affected

As of December 31, 2013, our past due loans were Ch$64,091 million, which resulted in a past due loans to total loans ratio of 0.5%. As of December 31, 2013, our non-performing loans were Ch$141,667 million, which resulted in a non-performing to total loans ratio of 1.1%. We seek to continue to improve our credit risk management policies and procedures. However, we cannot assure you that our credit risk management policies, procedures and systems are free from any deficiency. Failure of credit risk management policies may result in an increase in the level of non-performing loans and adversely affect the quality of our loan portfolio. In addition, the quality of our loan portfolio may also deteriorate due to various other reasons, including factors beyond our control, such as the macroeconomic factors affecting the Chilean or Colombian economies. If such deterioration were to occur, it could materially adversely affect our financial conditions and results of operations.

Our exposure to individuals and small-to-medium-sized companies could lead to higher levels of past due loans and subsequent loan losses

The quality of our portfolio of loans to individuals and small-to-medium-sized companies, or SMEs, is dependent to a significant extent on prevailing economic conditions in Chile and Colombia. SMEs and lower-middle to middle income individuals are more likely to be more severely affected by adverse developments in the Chilean and Colombian economies than large corporations and higher income individuals. As a result, lending to SMEs and lower-middle to middle income individuals represents a relatively higher degree of risk than lending to other market segments.

A substantial number of our customers consist of individuals and SMEs. Our business results relating to our lower-income individual and SME customers are, however, more likely to be adversely affected by downturns in the Chilean and Colombian economies, including increases in unemployment, than our business from large corporations and high-income individuals. For example, unemployment directly affects the capacity of individuals to obtain and repay consumer loans. Consequently, this could materially and adversely affect the liquidity, business and financial condition of our customers, which may in turn cause us to experience higher levels of past due loans, and result in higher allowances for loan losses, which could in turn materially affect our asset quality, results of operations and financial conditions.

The value of any collateral securing our loans may not be sufficient, and we may be unable to realize the full value of the collateral securing our loan portfolio

From time to time, we require our borrowers to collateralize their loans with guarantees, pledges of particular assets or other security. The value of any collateral securing our loan portfolio may significantly fluctuate or decline due to factors beyond our control, including macroeconomic factors affecting the Chilean and Colombian economies. The real estate market is particularly vulnerable to a negative economic climate and this may affect us as real estate represents a significant portion of the collateral securing our residential mortgages loan portfolio. We may also not have sufficiently recent information on the value of collateral, which may result in an inaccurate assessment for impairment losses of our loans secured by such collateral. If this were to occur, we may need to make additional allowance for loan losses to cover actual impairment losses of our loans, which may materially and adversely affect our results of operations and financial condition.

Additionally, there are certain provisions under Chilean law No. 19,335 of 1994 that may affect the procedures for foreclosing on or liquidating residential mortgages if the residence in question has been declared as “family property” by a court because it is inhabited by the family of the mortgagor. If any party occupying the real estate files a petition with the court requesting that such real estate be declared family property, we may be delayed in foreclosing on such property.

 

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There are also certain provisions of Colombian Law No. 1,676 that may affect our rights to foreclose on or liquidate movable assets pledged in favor of our Colombian subsidiaries. Colombian Law No. 1,676, issued on August 20, 2013, and applicable as of February 21, 2014, created a new registry for liens over movable assets. Creditors registering liens are granted priority based on the date of registration of the liens in the new registry. This “first in time, first in right” rule also applies to those liens granted before the enactment of the law. We are currently registering liens granted in our favor prior to February 21, 2014, however, there is a risk that third parties with conflicting liens may also try to obtain registration over the same assets, in which case the first party to register a lien will have priority over any others. In addition, given the recent enactment of this law, there is uncertainty as to how the law will be interpreted and applied, including how movable assets underlying the securities will be valuated by the registry.

We may be unable to meet requirements relating to capital adequacy

Chilean banks are required by the Chilean General Banking Law to maintain regulatory capital of at least 8% of risk-weighted assets, net of required allowance for loan losses and deductions, and basic capital of at least 3% of total assets, net of required allowance for loan losses. For the purposes of maintaining a high solvency classification from the SBIF and continued compliance with the SBIF’s capital requirements on us, our intention is to have the highest classification from the SBIF. As of December 31, 2013, the ratio of our Bank for International Settlements, or BIS, capital-weighted assets ratio was 13.2%. Certain developments could affect our ability to continue to satisfy the current capital adequacy requirements applicable to us, including:

 

   

the increase of risk-weighted assets as a result of the expansion of our business;

   

the failure to increase our capital correspondingly;

   

losses resulting from a deterioration in our asset quality;

   

declines in the value of our available-for-sale investment portfolio;

   

goodwill and minority interest;

   

changes in accounting rules; and

   

changes in the guidelines regarding the calculation of the capital adequacy ratios of banks in Chile.

As provided in article 68 of the Chilean General Banking Law, if we fail at any time to meet the legal requirements relating to the maintenance of regulatory capital (which is comprised of effective net worth and basic capital, as both concepts are defined in such provision), we must comply with such legal requirements within a period of sixty days. For each day we fail to comply with such legal requirements, we may be subject to a daily penalty equal to one thousandth of the deficit of the effective net worth or basic capital, as the case may be.

Our Colombian operations may be unable to meet requirements relating to capital adequacy

Capital adequacy requirements for Colombian financial institutions (as set forth in Decree 1771 of 2012, as amended) are based on applicable Basel Committee standards. The regulations establish four categories of assets, which are each assigned different risk weights, and require that a credit institution’s Technical Capital (as defined below) be at least 9% of that institution’s total risk-weighted assets.

Technical Capital for the purposes of the regulations consists of the sum of Tier One Capital (basic capital) and Tier Two Capital (additional capital), collectively, Technical Capital. As of December 31, 2013, the consolidated ratio for our Colombian operations (calculated as BIS capital to risk-weighted assets) was 12%. Certain developments could affect the ability of our Colombian operations to continue to satisfy the current capital adequacy requirements applicable to each, including:

 

   

the increase of risk-weighted assets as a result of the expansion of our Colombian operations business;

   

the failure to increase CorpBanca Colombia’s or Helm Bank’s capital;

   

losses resulting from a deterioration in CorpBanca Colombia’s or Helm Bank’s asset quality;

   

declines in the value of CorpBanca Colombia’s or Helm Bank’s available-for-sale investment portfolio;

   

goodwill and minority interest;

   

changes in accounting rules; and

   

changes in the guidelines regarding the calculation of the capital adequacy ratios of banks in Colombia.

 

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For purposes of obtaining from the Colombian Superintendency of Finance the authorization to acquire Helm Bank, CorpBanca Colombia committed to carry out the necessary activities to maintain a solvency ratio of 11.8% for the months following the CorpBanca Colombia and Helm Bank merger.

If our Colombian operations fail to comply with the capital adequacy requirements for Colombian financial institutions, we may be subject to certain penalties and sanctions that are graduated depending on the level of compliance failure, and which may include an administrative take-over by the government with the purpose of administration or liquidation. As a result, our business, results of operations and financial condition may be materially and adversely affected.

We are vulnerable to the current disruptions and volatility in the global financial markets

In the past few years, the global financial system has experienced difficult credit and liquidity conditions and disruptions leading to less liquidity, greater volatility and general widening of spreads. Global economic conditions deteriorated significantly in the second half of 2008, and many countries, including the United States, in past years have been operating in a recessionary period. Many major financial institutions, including some of the world’s largest global commercial banks, investment banks, mortgage lenders, mortgage guarantors and insurance companies, have also been experiencing significant difficulties. In recent years, there have been runs on deposits at several financial institutions, numerous institutions have sought additional capital and many lenders and institutional investors have reduced or ceased providing funding to borrowers (including to other financial institutions).

In Chile and Colombia, the global economic recession in 2008 and 2009 caused an increase in unemployment, a decrease in consumer spending, a decrease in real estate prices and a general decline in economic activity. Nevertheless, the gross domestic product, or GDP, grew in Chile 6% in 2011, 5.6% in 2012 and 4.1% in 2013, accompanied by a high demand for labor and asset price increases. The Colombian GDP grew 6.6% in 2011, 4% in 2012 and 4.3% in 2013, accompanied by a high demand for labor and asset price increases.

However, the continued economic and sovereign debt crisis in some industrialized economies, particularly in Europe, and the continued or worsening disruption and volatility in the global financial markets could have a negative impact on the performance of the Chilean economy, the Colombian economy and a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us, if at all. If capital markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits to attract more customers. Any such increase in capital markets funding costs or deposit rates could have a material adverse effect on our interest margins.

Increased competition and industry consolidation may adversely affect the results of our operations

The Chilean and Colombian markets for financial services are highly competitive. In Chile, we compete with other Chilean private sector domestic and foreign banks, Banco del Estado de Chile, a state owned bank, credit unions and public social security funds (cajas de compensación) that offer consumer and other loans to a large portion of the Chilean population. The lower-middle to middle income segments of the Chilean population and the SME segments have become the target markets of several banks, and competition in these segments is likely to increase. As a result, net interest margins in these segments have declined. Although we believe that demand for financial products and services from the lower-middle to middle income consumer market segments and for small and medium-sized companies will continue to grow during the remainder of the decade, our net interest margins may not be maintained at their current levels.

We also face competition from non-bank and non-finance competitors with respect to some of our credit products, such as credit cards, consumer loans, insurance brokerage, department stores, large supermarket chains and other financial intermediaries who are able to provide large companies with access to the capital markets as an alternative to bank loans and sell other financial products. Non-bank competition from large department stores has become increasingly significant in the consumer lending sector as many leading department store owners and operators began offering consumer credit either alone or in conjunction with various financial institutions. Since 1998, three new private sector banks affiliated with Chile’s largest department stores have initiated operations mainly as consumer and medium-sized corporate niche banks. In addition, we face competition from non-bank finance competitors, such as leasing, factoring and automobile finance companies, with respect to loans and credit products, and from mutual funds, pension funds and insurance companies, with respect to savings products and

 

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mortgage loans. Banks continue to be the main suppliers of leasing, factoring and mutual funds in Chile, and the insurance sales business has seen rapid growth. Nevertheless, non-banking competition, especially department stores, may be able to engage in some types of advertising and promotion in which, by virtue of Chilean banking rules and regulations, we are prohibited from engaging.

The increase in competition within the Chilean banking industry in recent years has led to consolidation in the industry. Further consolidation in the industry, which can result in the creation of larger and stronger competitors, may adversely affect our financial condition and results of operations by decreasing the net interest margins we are able to generate. An increase in the prevalence of this method of financing could reduce our market share for corporate financing and adversely affect our results of operations.

Insurance companies as well as residential mortgage loan managers (Administradoras de Mutuos Hipotecarios) are allowed to participate and compete with banks in the residential mortgage and credit card businesses, further increasing competition in our industry. Furthermore, under the Chilean General Banking Law, representative offices of non-Chilean banks are now allowed to promote the credit products and services of their headquarters and banks, insurance companies, retailers and other financial institutions are required to inform their customers of the all-in costs of the financial services on standardized terms allowing their customers to compare the cost of the products offered by them, all of which have increased, and may further increase, competition in our industry and, thus, have an adverse effect on our results of operation and financial condition.

In Colombia, we operate in a highly competitive environment and increased competitive conditions are to be expected in the jurisdictions where we operate. Intensified merger activity in the financial services industry produces larger, better capitalized and more geographically diverse firms that are capable of offering a wider array of financial products and services at more competitive prices. Our ability to maintain our competitive position in Colombia depends mainly on our ability to fulfill new customers’ needs through the development of new products and services and offer adequate services and strengthen our customer bases through cross-selling. Our Colombian operations will be adversely affected if we are not able to maintain efficient service strategies, or overcome certain delays or difficulties in the transition of the integration of the operational services and activities of CorpBanca Colombia and Helm Bank. In addition, our efforts to offer new services and products may not succeed if product or market opportunities develop more slowly than expected or if the profitability of opportunities is undermined by competitive pressures.

The effectiveness of our credit risk management is affected by the quality and scope of information available in Chile and Colombia

In assessing customers’ creditworthiness, we rely largely on the credit information available from our own internal databases, the SBIF, Dicom (a privately owned company and Chilean nationwide credit data base), the Colombian Superintendency of Finance, DataCredito (a privately owned company) and CIFIN, a division of the Colombian Banking and Financial Entities Association (Asociación Bancaria y de Entidades Financieras de Colombia), and other sources. Due to limitations in the availability of information and the developing information infrastructure in Chile and Colombia, our assessment of the credit risks associated with a particular customer may not be based on complete, accurate or reliable information. In addition, although we have been improving our credit scoring systems to better assess borrowers’ credit risk profiles, we cannot assure you that our credit scoring systems collect complete or accurate information reflecting the actual behavior of customers or that their credit risk can be assessed correctly. Without complete, accurate and reliable information, we have to rely on other publicly available resources, which may not be complete or accurate. As a result, asset quality may be materially adversely affected.

Our risk management system may not be sufficient to avoid losses that could have a material adverse effect on our business, financial condition and results of operations

In addition to granting loans, part of our financial portfolio consists of trading transactions by our treasury division. Accordingly, changes in interest rates, securities prices, currency exchange rates and other indices may adversely affect our results of operations. Our financial success depends on, among other factors, our ability to accurately balance the risks we take and the returns we gain from our transactions. While we focus on the identification, analysis, management and control of our risks, both in favorable and adverse market conditions, there can be no assurance that our risk management efforts will prevent us from experiencing material losses. In particular, we may experience losses that could have a material adverse effect on our business, financial condition and results of operations if:

 

   

we are not capable of identifying all of the risks that may affect our portfolio;

 

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our risk analysis or our measures taken in response to such risks are inadequate or inaccurate;

   

the markets move in an unexpected and adverse way with respect to speed, direction, strength or other aspects and our ability to manage risks in such a scenario is restricted;

   

our clients are affected by unforeseen events resulting in their default or losses in an amount higher than those considered in our risk analyses; or

   

collateral pledged in our favor is insufficient to cover our clients’ obligations to us if they default.

Since our principal sources of funds are short-term deposits, a sudden shortage of funds could cause an increase in costs of funding and a material adverse effect on our revenues

Time deposits and other term deposits are our primary sources of funding, which represented 46.6% of our liabilities as of December 31, 2013. If a substantial number of our depositors withdraw their demand deposits or do not roll over their time deposits upon maturity, our liquidity position, results of operations and financial condition may be materially and adversely affected. We cannot assure you that in the event of a sudden or unexpected shortage of funds, any money markets in which we operate will be able to maintain levels of funding without incurring higher funding costs or the liquidation of certain assets. If this were to happen, our business, results of operations and financial condition may be materially and adversely affected.

Currency fluctuations could adversely affect our financial condition and results of operations and the value of our securities

Government economic policies and any future changes in the value of the Chilean peso or the Colombian peso against the U.S. dollar could affect the dollar value of our securities, since the equity value of CorpBanca is hedged against our base currency Chilean peso. The Chilean peso and the Colombian peso have been subject to significant fluctuations in their value against the U.S. Dollar in the past and could be subject to similar fluctuations in the future. As of December 31, 2010, the Chilean peso appreciated against the U.S. dollar by 7.8% and the Colombian peso appreciated against the U.S. dollar by 6.4%, each as compared to 2009. As of December 31, 2011, the Chilean peso depreciated against the U.S. dollar by 11% and the Colombian peso depreciated against the U.S. dollar by 1.5%, each as compared to 2010. As of December 31, 2012, the Chilean peso appreciated against the U.S. dollar by 7.7% and the Colombian peso appreciated against the U.S. dollar by 9%, each as compared to 2011. As of December 31, 2013, the Chilean peso depreciated against the U.S. dollar by 9.9% and the Colombian peso depreciated against the U.S. dollar by 8.8%, each as compared to 2012.

Our results of operations may be affected by fluctuations in exchange rates between the Chilean peso, the Colombian peso and the U.S. dollar despite our internal policy and Chilean and Colombian regulations relating to the general avoidance of material exchange rate gaps. Entering into forward exchange transactions enables us to reduce the negative impact of material gaps between the balances of our foreign currency-denominated assets and liabilities. As of December 31, 2009, 2010, 2011, 2012 and 2013, the gap between foreign currency denominated assets and foreign currency denominated liabilities, excluding derivatives, was Ch$(279,942) million, Ch$(444,175), Ch$(23,560) million, Ch$241,832 million and Ch$434,942 million, respectively.

We may decide to change our policy regarding exchange rate gaps. Regulations that limit such gaps may also be amended or eliminated. Greater exchange rate gaps could increase our exposure to the devaluation of the Chilean peso and the Colombian peso, and any such devaluation may impair our capacity to service our foreign-currency obligations and may, therefore, materially and adversely affect our financial condition and results of operations. Notwithstanding the existence of general policies and regulations that limit material exchange rate gaps, the economic policies of the Chilean or the Colombian governments and any future fluctuations of the Chilean peso or the Colombian peso against the dollar could materially and adversely affect our financial condition and results of operations.

Trading transactions in Chile of the common shares underlying our ADSs are denominated in Chilean pesos. Cash distributions with respect to our common shares are received in Chilean pesos by the depositary, which then converts such amounts to U.S. dollars at the then-prevailing exchange rate for the purpose of making payments

 

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in respect of our ADSs. If the value of the Chilean peso falls relative to the U.S. dollar, the U.S. dollar value of our ADSs and any distributions to be received from the depositary will be reduced. 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.

Our business is highly dependent on proper functioning and improvement of information technology systems

Our business is highly dependent on the ability of our information technology systems to accurately process a large number of transactions across numerous and diverse markets and products in a timely manner. The proper functioning of our financial control, risk management, accounting, customer service and other data processing systems is critical to our business and our ability to compete effectively. We have backup data for our key data processing systems that could be used in the event of a catastrophe or a failure of our primary systems, and have established alternative communication networks where available. However, we cannot assure you that our business activities would not be materially disrupted if there were a partial or complete failure of any of these primary information technology systems or communication networks. Such failures could be caused by, among other things, software bugs, computer virus attacks or conversion errors due to system upgrading. In addition, any security breach caused by unauthorized access to information or systems, intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, could have a material adverse effect on our business, results of operations and financial condition.

Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and increase our capacity on a timely and cost effective basis. Any substantial failure to improve or upgrade information technology systems effectively or on a timely basis could materially and adversely affect our business, financial condition and results of operations.

Our business in Colombia is highly dependent on a technology service agreement with Banco Santander, S.A.

We entered into a technology service agreement with Banco Santander, S.A. in connection with the Banco Santander Colombia Acquisition. The technology service agreement expires in June 2015; however, we have the option to extend the term of such agreement for an additional year. Our business in Colombia is highly dependent on the service and support of Banco Santander, S.A. provided to us pursuant to the technology service agreement. If Banco Santander, S.A. is unable to service and support our business in Colombia or if we are unable to integrate our information technology systems into our business in Colombia after the expiration of the technology service agreement, then such failure could materially and adversely affect our business, financial condition and results of operations. Helm Bank is expected to be covered by this agreement following the merger of Helm Bank will be with and into CorpBanca Colombia.

Our inability to attract, develop or retain qualified employees, managers and executives could have a material adverse effect on our business, financial condition and results of operations

Our ability to maintain our competitive position and implement our growth strategy is dependent on our ability to attract, develop and retain qualified employees, managers and executives. Following the pending Itaú-CorpBanca Merger (as defined below), Itaú Unibanco and Inversiones Corpgroup Interhold Limitada (our holding company), together with certain affiliates of the latter, or CorpGroup, are expected to sign a shareholders agreement to determine aspects related to corporate governance, dividend policy, transfer of shares and liquidity among others, or the Itaú-CorpBanca Shareholders Agreement. The Itaú-CorpBanca Shareholders Agreement provides that Itaú Unibanco and CorpGroup will collectively be entitled to appoint the majority of the members of our board of directors that CorpGroup or Itaú Unibanco are then entitled to appoint (which collectively will be a majority of our board of directors). Additionally, Itaú Unibanco will be able to appoint the chief executive officer or CEO. Our success is also dependent on our ability to attract, train, develop and retain talented, diverse employees. We cannot assure you that we will be successful in attracting and retaining qualified personnel either before or after the Itaú-CorpBanca Merger. The loss of certain members of our senior management or our inability to retain and attract additional personnel could have a material adverse effect on our business, financial condition and results of operations.

 

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A worsening of labor relations in Chile or Colombia could impact our business

As of December 31, 2013, on a consolidated basis we had 3,750 employees in Chile (including 26 at our New York Branch), of which 50% were unionized and 3,548 employees in Colombia, of which 15.8% were unionized. CorpBanca’s current labor agreement with four of its unions in Chile will expire on December 19, 2014. CorpBanca Colombia’s current labor agreement with its fifteen unions in Colombia was subscribed on September 14, 2013 and expires on August 31, 2015. Less than 1% of Helm Bank’s employees are unionized. We generally apply the terms of our collective bargaining agreement to unionized and non-unionized employees. We have traditionally enjoyed good relations with our employees and their unions, but we cannot assure you that in the future a strengthening of cross-industry labor movements will not result in increased employee or labor costs that could materially and adversely affect our business, financial condition or results of operations.

We may experience operational problems or errors

We, like all large financial institutions, are exposed to many types of operational risks, including the risk of fraud by employees and outsiders, failure to obtain proper authorizations, failure to properly document transactions, equipment failures and errors by employees. Although we maintain a system of operational controls, there can be no assurances that operational problems or errors will not occur and that their occurrence will not have a material adverse effect on our business, financial condition and results of operations.

Our anti-money laundering and anti-terrorist financing measures may not prevent third parties from using us as a conduit for those activities, which could have a material adverse effect on our business, financial condition and results of operations

We believe that we are in compliance with applicable anti-money laundering and anti-terrorist financing laws and regulations and we have adopted various policies and procedures, including internal controls and “know-your customer” procedures, aimed at preventing money laundering and terrorist financing. In addition, because we also rely on our correspondent banks having their own appropriate anti-money laundering and anti-terrorist financing procedures, we use what we believe are commercially reasonable procedures for monitoring our correspondent banks. However, these measures, procedures and compliance may not be entirely effective in preventing third parties from using us (and our correspondent banks) as a conduit for money laundering (including illegal cash operations) or terrorist financing without our (and our correspondent banks’) knowledge or consent. If we were to be associated with money laundering (including illegal cash operations) or terrorist financing, our reputation could be harmed and we could become subject to fines, sanctions or legal enforcement (including being added to any “blacklists” that would prohibit certain parties from engaging in transactions with us), which could have a material adverse effect on our business, financial condition and results of operation.

Banking regulations in Chile may restrict our operations and thereby adversely affect our financial condition and results of operations

We are subject to regulation by the SBIF. In addition, we are subject to regulation by the Central Bank of Chile with regard to certain matters, including reserve requirements, interest rates, foreign exchange mismatches and market risks. During the Chilean financial crisis of 1982 and 1983, the Central Bank of Chile and the SBIF strictly controlled the funding, lending and general business matters of the banking industry in Chile.

Pursuant to the Chilean General Banking Law, all Chilean banks may, subject to the approval of the SBIF, engage in certain businesses in addition to commercial banking depending on the risk associated with such business and their financial strength. Such additional businesses include securities brokerage, mutual fund management, securitization, insurance brokerage, leasing, factoring, financial advisory, custody and transportation of securities, loan collection and financial services. There can be no assurance that regulators will not in the future impose more restrictive limitations on the activities of banks, including us. The Chilean General Banking Law also applies to the Chilean financial system, which is a modified version of the capital adequacy guidelines issued by the Basel Committee on Banking Regulation and Supervisory Practices and limits the discretion of the SBIF to deny new banking licenses.

If enacted, new regulations could require us to inject further capital into our business as well as in businesses we acquire, restrict the type or volume of transactions we enter into, or set limits on or require the change of rates or fees that we charge on certain loans or other products, any of which could lower the return on our investments, assets and equity. We may also face increased compliance costs and limitations on our ability to pursue certain business opportunities.

 

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Historically, Chilean banks have not paid interest on amounts deposited in checking accounts. However, since June 1, 2002, the Central Bank of Chile has allowed banks to pay interest on checking accounts. We have begun to pay interest on some checking accounts under certain conditions. If competition or other factors lead us to pay higher interest rates on checking accounts, to relax the conditions under which we pay interest or to increase the number of checking accounts on which we pay interest, any such change could have a material adverse effect on our business, financial condition and results of operations.

CorpBanca must maintain a capital adequacy index of at least 10% calculated pursuant to the guidelines issued by the Superintendency of Banks and Financial Institutions. This index must be complied with both on the closing date of an acquisition, as well as for at least a year thereafter (in the case of the most recent Helm Bank Acquisition, until August 6, 2014). In line with the future adoption of Basel III regulations in Chile, the SBIF has maintained a proposal to increase the minimum effective BIS capital adequacy ratio from the current 8% to 10.5%. This change requires an amendment to the Chilean General Banking Law by Congress, and when adopted, could require us to inject additional capital in our business in the future. The SBIF has not issued any timetable for adoption of Basel III but has issued guidance to Chilean banks regarding the adoption of Basel III for 2019. Although we have not failed in the past to comply with our capital maintenance obligations, there can be no assurance that we will not do so in the future.

As a result of the recent global financial crisis, there has been an increase in government regulation of the financial services industry in many countries. Such regulation may also be increased in Chile, including the imposition of higher capital requirements, heightened disclosure standards and restrictions on certain types of transaction structures. In addition, numerous novel regulatory proposals have been discussed or proposed. If enacted, new regulations could require us to inject further capital into our business, restrict the type or volume of transactions we enter into, or set limits on or require the modification of rates or fees that we charge on certain loans or other products, any of which could lower the return on our investments, assets and equity. We may also face increased compliance costs and limitations on our ability to pursue certain business opportunities.

Banking regulations in Colombia may restrict our Colombian operations and adversely affect our financial condition and results of operations

Our Colombian operations are subject to regulation by the Central Bank of Colombia, the Colombian Ministry of Finance, or Ministry of Finance, the Colombian Superintendency of Finance, the Superintendency of Industry and Commerce (Superintendencia de Industria y Comercio), or SIC, and the Self-Regulatory Organization (Autorregulador del Mercado de Valores-AMV), or the SRO.

Colombian regulation has evolved from an absolute separation of financial activities between different and separate entities (adopted back in the 1980’s) to an intermediate scheme of multibanking approach, This new scheme was introduced by Law No. 1,328 of 2009, know as the Financial Reform. Pursuant to Article 7 of the Financial Organic Statute (Estatuto Orgánico del Sistema Financiero as amended by the above-mentioned law), Colombian banks may engage in commercial banking business and in certain businesses in addition to traditional commercial banking, including leasing activities.

There can be no assurance that regulators will not in the future impose more restrictive limitations on the activities of banks, including our operations in Colombia.

Capital adequacy requirements for Colombian financial institutions, and CorpBanca Colombia’s commitment to maintain a solvency ratio of 11.8% for the following months after the CorpBanca Colombia and Helm Bank merger occurred could require us to inject further capital into our Colombian operations, or to capitalize dividends, or restrict the type or volume of transactions we enter into, which may lower the return of our investments, assets and equity. We may also face increased compliance costs and limitations on our ability to pursue certain business opportunities.

Colombian accounting principles are moving toward the implementation of IFRS standards. As a result, financial institutions and other supervised entities are required to switch to IFRS on January 1, 2015. Therefore during 2014 we have been preparing financial statements based on both current Colombian GAAP and on IFRS for comparative purposes in the future. Such switch to IFRS may adversely impact our capacity to distribute dividends and the profits of our Colombian operations.

 

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As a result of the recent global financial crisis and worldwide trends, there has been an increase in government regulation of the financial services industry in many countries. Such regulation may also be increased in Colombia, including the imposition of higher capital requirements, heightened disclosure standards and restrictions on certain types of transaction structures. In addition, numerous novel regulatory proposals have been discussed or proposed. If enacted, new regulations could require us to inject further capital into our business in Colombia, restrict the type or volume of transactions we enter into, or set limits on or require the modification of rates or fees that we charge on certain loans or other products, any of which could lower the return on our investments, assets and equity. We may also face increased compliance costs and limitations on our ability to pursue certain business opportunities.

We are subject to regulatory inspections and examinations

We are also subject to various inspections, examinations, inquiries, audits and other regulatory requirements by Chilean and Colombian regulatory authorities. We cannot assure you that we will be able to meet all of the applicable regulatory requirements and guidelines, or that we will not be subject to sanctions, fines, restrictions on our business or other penalties in the future as a result of noncompliance. If sanctions, fines, restrictions on our business or other penalties are imposed on us for failure to comply with applicable requirements, guidelines or regulations, our business, financial condition, results of operations and our reputation and ability to engage in business may be materially and adversely affected.

Failure to protect personal information could materially adversely affect our business, financial condition and results of operations

We manage and hold confidential personal information of customers in the conduct of our banking operations, and offer various internet-based services to our clients, including online banking services. We could be liable for breaches of security in our online banking services, including cybersecurity breaches. The secure transmission of confidential information over the Internet is essential to maintain our clients’ confidence in our online services. In certain cases, we are responsible for protecting customers’ proprietary information as well as their accounts with us. We have security measures and processes in place to defend against these cybersecurity risks

 

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but these cyber attacks are rapidly evolving (including computer viruses, malicious code, phishing or other information security breaches), and we may not be able to anticipate or prevent all such attacks, which could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our customers’ confidential, proprietary and other information. Individuals may also seek to intentionally disrupt our online banking services or compromise the confidentiality of customer information with criminal intent. Although we have procedures and controls to safeguard personal information in our possession, as well as systems and processes that are designed to recognize and assist in preventing security breaches, failure to protect against or mitigate breaches of security or other unauthorized disclosures could constitute a breach of privacy or other laws, subject us to legal actions and administrative sanctions as well as damages, adversely affect our ability to offer and grow our online services, result the loss of customer relationships, negatively impact our reputation, and have an adverse effect on our business, results of operations and financial condition.

Our loan and investment portfolios are subject to risk of prepayment, which may result in reinvestment of assets on less profitable terms

Our loan and investment portfolios are subject to prepayment risk, which results from the ability of a borrower or issuer to pay a debt obligation prior to maturity. Generally, in a declining interest rate environment, prepayment activity increases, which reduces the weighted average lives of our earning assets and adversely affects our operating results. Prepayment risk also has an adverse impact on our residential mortgage portfolio, since prepayments could shorten the weighted average life of this portfolio, which may result in a mismatch in funding or in reinvestment at lower yields. Prepayment risk is inherent to our commercial activity and an increase in prepayments could have a material adverse effect on our business, financial condition and results of operations.

Exposure to government debt could have an adverse effect on our business, financial condition and results of operations

We invest in debt securities issued by the Chilean and Colombian governments, the Central Bank of Chile and the Ministry of Finance that, for the most part, are short-term and highly liquid instruments. As of December 31, 2013, 2.1% of our total assets comprised of securities issued by the Chilean government and 3.1% of our total assets comprised securities issued by foreign government, mostly by the Colombian government. If the Chilean or Colombian governments default on the timely payment of such securities, our business, financial condition and results of operations may be adversely affected.

A further downgrade of CorpBanca’s counterparty credit rating by international or domestic credit rating agencies could materially and adversely affect our debt credit rating for domestic and international debt, our business, our future financial performance, stockholders’ equity and the value of our securities

On August 23, 2013, following the Helm Bank Acquisition, Standard and Poor’s Ratings Services, or Standard and Poor’s, downgraded CorpBanca’s long-term issuer credit rating from BBB+ to BBB. On December 6, 2013, Moody’s Investors Service, or Moody’s, downgraded CorpBanca’s global, local and foreign currency deposit and debt ratings to Baa3 from Baa2, following placement by Moody’s on review for downgrade on August 30, 2013 in connection with our association with our affiliate, SMU S.A., or SMU. Following the announcement of the Itaú-CorpBanca Merger, Standard & Poor´s placed CorpBanca BBB/A-2 ratings on CreditWatch Developing and Moody’s changed our rating review direction to ‘possible upgrade’, from ‘review for downgrade’, on our long and short term ratings, on January 14 and January 31, 2014, respectively.

Any adverse revision to CorpBanca’s credit ratings for domestic and international debt by international and domestic rating agencies may adversely affect our debt ratings, and, as a result, our cost of funding, including interest rates paid on our deposits and securities. If this were to happen, it could have a material adverse effect on our business, future financial performance, stockholders’ equity and the value of our securities.

Maturity of exchange rate and maturity between our loan portfolio and our sources of funds could materially adversely affect our business, financial condition and results of operations and our capacity to expand our loan business

We are exposed to maturity mismatches between our loans and sources of funding. The majority of our loan portfolio consists of fixed interest rate loans, and the yield from our loans depends on our ability to balance our

 

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cost of funding with the interest rates we charge to our borrowers. An increase in market interest rates in Chile or Colombia could increase our cost of funding, especially the cost of time deposits, and could reduce the spread we earn on our loans, materially adversely affecting our business, financial condition and results of operations.

Any mismatch between the maturity of our loan portfolio and our sources of funding would magnify the effect of any imbalance in interest rates, also representing a liquidity risk if we fail to obtain funding on an ongoing basis. In addition, since part of our funding comes from securities denominated in U.S. dollars or other foreign currencies that we issue abroad, any devaluation of the Chilean or Colombian peso against the U.S. dollar or such other foreign currencies could increase the cost of funding in relation to these securities. An increase in our total cost of funds for any of these reasons could result in an increase in the interest rates on our loans, which could, as a result, affect our business, financial condition and results of operations and our ability to attract new customers and expand our loan business.

We are subject to financial and operational risks associated with derivative transactions

We enter into derivative transactions primarily to deliver a service to our clients, hedging and, on a limited basis, trading purposes. These transactions are subject to market, liquidity, counterparty (the risk of insolvency or other inability of a counterparty to perform its obligations to us) and operational risks.

Market practices and documentation for derivative transactions in Chile and Colombia may differ from those in other countries. For example, documentation may not incorporate terms and conditions of derivatives transactions as commonly understood in other countries. In addition, the execution and performance of these transactions depends on our ability to develop adequate control and administration systems and to hire and retain qualified personnel. Moreover, our ability to monitor and analyze these transactions depends on our information technology systems. These factors may further increase risks associated with derivative transactions and, if they are not adequately controlled, this could materially and adversely affect our results of operations and financial condition.

Our level of insurance might not be sufficient to fully cover all liabilities that may arise in the course of our business and insurance coverage might not be available in the future

We maintain insurance for losses resulting from fire, explosions, floods and electrical shorts and outages at our various buildings and facilities. We also have civil liability insurance covering material and physical losses and damages that may be suffered by third parties. We cannot assure you that our level of insurance is sufficient to fully cover all liabilities that may arise in the course of our business or that insurance will continue to be available in the future. In addition, we may not be able to obtain insurance on comparable terms in the future. Our business and results of operations may be adversely affected if we incur liabilities that are not fully covered by our insurance policies.

The occurrence of natural disasters in the regions where we operate could impair our ability to conduct business effectively and could adversely affect our results of operations

We are exposed to the risk of natural disasters such as earthquakes or tsunamis as well as floods, mudslides and volcanic eruptions in the regions where we operate. In the event of a natural disaster, unanticipated problems with our disaster recovery systems could have a material adverse impact on our ability to conduct business in the affected region, particularly if those problems affect our computer-based data processing, transmission, storage and retrieval systems and destroy valuable data. In addition, if a significant number of our local employees and managers were unavailable in the event of a disaster, our ability to effectively conduct business could be severely compromised. A natural disaster, such as the earthquake and tsunami that affected Chile in 2010, could damage some of our branches and ATMs, forcing us to close damaged facilities or locations, increased recovery costs as well as cause economic harm to our clients. A natural disaster or multiple catastrophic events could have a material adverse effect on local businesses in the affected region and could result in substantial volatility or adverse harm in our business, financial condition and results of operations for any fiscal quarter or year.

 

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Future economic conditions may make it more difficult for us to continue funding our business on favorable terms

Historically, one of our principal sources of funds has been time deposits. Time deposits and other term deposits represented 56.3%, 56.1%, 59%, 61.4% and 46.6% of our total liabilities as of December 31, 2009, 2010, 2011, 2012 and 2013, respectively. Large-denominations in time deposits from institutional investors may, under some circumstances, be a less stable source of funding than savings and bonds, such as during periods of significant changes in market interest rates for these types of deposit products and any resulting increased competition for such funds.

Deceleration of economic growth in Asia, Europe the United States and other developed nations may have an adverse effect on the Chilean economy, on our business, financial condition and results of operations and the market value of our securities

We are directly exposed to risks related to the weakness and volatility of the economic and political situation in Asia, the United States and other developed nations, including the downgrade of the U.S. credit rating and the economic crisis in Europe. If these nations’ economic environments deteriorate, the economies in Chile and Colombia could also be affected and could experience slower growth than in recent years thereby adversely affecting our business, financial condition and results of operations as well as the market value of our securities.

RISKS RELATING TO CHILE, COLOMBIA AND OTHER COUNTRIES IN WHICH WE OPERATE

The banking regulatory and capital markets environment in Chile and Colombia is continually evolving and may change

Changes in banking regulations may materially and adversely affect our business, financial condition and results of operations. Chilean laws, regulations, policies and interpretations of laws relating to the financial system are continually evolving and changing. In 2007, new regulations governing the Chilean capital markets, called Reforma al Mercado de Capitales II (also known as MK2), were approved. These regulations, among other things, modified certain provisions set forth in Chilean General Banking Law. Under new legislation, the limit on the amount that a bank is allowed to grant as an unsecured loan to a single individual or entity was increased to 10% of its regulatory capital (and up to 30% of its regulatory capital if any loans granted in excess of the 10% are secured by certain collateral). Previously, these limits were set at 5% and 2.5%, respectively. This limit is set at 5% for certain persons related to the bank (or 25% if loans in excess of 5% are secured by certain collateral). Although any such increase may increase our lending activity, it may also increase the risks associated with the growth of our loan portfolio and increase competition as the number of banks that can compete in the corporate banking sector increases.

In June 2010, additional regulations governing the Chilean capital markets, called Reforma al Mercado de Capitales III (also known as MK3), were approved. MK3, among other things, allows non-Chilean banks with representative offices in Chile to directly promote the credit products and services of their parent companies. Previously, these representative offices could only act as intermediaries between their parent companies and local companies. This change has increased competition by increasing the number of banks that can compete directly in Chile.

In December 2011, the Consumer Protection Act (Ley de Derechos de los Consumidores) was amended to include provisions applicable to financial products and services. Pursuant to this amendment, any agreement for financial products or services between a bank and a customer must expressly provide for certain customer rights and protections, including but not limited to (i) a detailed breakdown of all direct and indirect charges, fees, costs and tariffs that form part of the price of the relevant product or service, including any such charges, fees, costs and tariffs that are part of other products or services simultaneously contracted; (ii) the events of default that may trigger a bank’s right of early termination, a reasonable cure period and the manner by which consumers are to be informed of any such early termination; and (iii) a customer’s right of early termination in its sole and absolute discretion (subject to such customer’s payment in full all of its obligations under the agreement, including any costs arising from such early termination). In addition, the amendment sets forth certain additional customer rights and protections, including, but not limited to, the right to (1) receive information about the total cost of any financial product or service, (2) be informed of the bank’s reasons for rejecting a customer application for a financial product

 

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or service; and (3) be informed of any non-discretionary conditions to which a customer’s access to a particular financial product or services are subject. This amendment, also established a new dispute resolution mechanism, which provides for both mediation and arbitration. In addition, in March 2012, a bill aimed at giving additional enforcement powers to the SERNAC (Chile’s Consumer Protection Agency) regarding financial services became effective and created the SERNAC Financiero, a specific consumer protection agency for the financial industry. The SERNAC Financiero has powers to supervise and regulate Bank probducts and services. The creation of the SERNAC Financiero has also resulted in additional scrutiny regarding prices and contracts for financial products and services, making it more difficult to raise prices and increasing competition among bank and non-bank competitors. The Consumer Protection Act has had an adverse effect on the Chilean finance industry, particularly the banking industry as a consequence of the loss of flexibility in the determination of price and product distribution strategies in the retail banking segment.

In February 2012, Law No. 20,575 (Ley DICOM) was enacted in order to restrict the use of private and personal economic, financial, banking and commercial information of customers set forth in Law No. 19,628 on Protection of Privacy, which is supplemented by Ley DICOM. This new law (i) provides that this data can only be shared with established businesses and companies that engage in business and credit risk assessment for use in connection with such risk assessments; (ii) prohibits the request of this data in connection with recruitment for employment, admission to preschool, grade school or higher education, medical attention or nomination for a public position; (iii) requires distributors of personal information, if requested by the owners of such data, for purposes other than credit process review, to certify solely overdue obligations of such person; (iv) prohibits the sharing or reporting of information related to any obligations that have been renegotiated, novated or remain outstanding in certain forms as well as debts owed to toll road operators; (v) requires the distributors of economic, financial, banking and business information to maintain a registry of persons who request such information, including the reason, date and time of the request; (vi) allows the owners of any such requested information to access the registry, free of charge, every four months, to verify such information for the last 12 months; (vii) imposes on the distributor or other responsible party of such information the obligation to demonstrate compliance with Ley DICOM and (viii) obligates the deletion of unpaid obligations reported through December 31, 2011, provided that the total debt registered by such debtor is for an amount less than Ch$2,500,000, for capital, excluding interest, adjustments or any other item. Ley DICOM has not had a significant impact on our business or our commercial practices because of our anticipation to the changes it introduced, to a large extent, by adjusting the information base and the relevant parameters used in our credit risk-assessment models for granting loans.

Colombian laws, regulations, policies and interpretations of laws relating to the financial system are also continually evolving and changing. In 2013, a new regulation regarding liens over movable assets was enacted (Colombian Law No. 1,676) which may affect our rights to foreclose on or liquidate movable assets pledged in favor of our Colombian subsidiaries. This new law created a new registry for liens over movable assets. Creditors registering liens are granted priority based on the date of registration of the liens in the new registry. This “first in time, first in right” rule also applies to those liens granted before the enactment of the law. We are currently registering liens granted in our favor prior to the enactment of this law, however, there is a risk that third parties with conflicting liens may also try to obtain registration over the same assets, in which case the first party to register a lien will have priority over any others. In addition, given the recent enactment of this law, there is uncertainty as to how the law will be interpreted and applied, including how movable assets underlying the securities will be valuated by the registry.

In 2014, the Colombian government presented to Congress an initiative to create a new type of financial institution that will have the sole purpose of offering electronic deposits and payments in order to promote financial inclusion. If the law is enacted, this could create a new competitive environment in Colombia.

As of the date of this Annual Report, an initiative regarding banking fees is being discussed in Congress, and has been approved in its second debate out of four needed for it to become a law. If the law is enacted in its current form banks would be required to cease collecting transactional and service fees from those individuals whose income is equal or under two legal monthly minimum wage, or SMMLV provided that this benefit would only apply to one savings account per individual. The likelihood of this initiative becoming a law is, however, uncertain given that there have been two similar unsuccessful initiatives discussed in Congress in recent years and the two pending debates would have to be completed before June 2014.

 

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Any of the regulatory changes listed above could have an adverse effect on our operations in Chile or Colombia respectively.

Chile has different corporate disclosure and accounting standards than those you may be familiar with in the United States

As a regulated financial institution, we are required to submit to the SBIF unaudited consolidated and unconsolidated balance sheets and income statements, excluding any related footnote disclosure, on a monthly basis. As of January 2008, the statements have to be prepared in accordance with Circular No. 3,410 “Compendium of Accounting Standards”, or the Compendium, and the rules of the SBIF. The SBIF also makes summary financial information available the first Thursday of the subsequent month after each monthly closing. Although Chilean banks are required to apply IFRS as issued by the IASB as of January 1, 2009, certain exceptions introduced by the SBIF prevent banks from achieving full convergence, for example loan loss provisions, assets received in lieu of payment among others. In those situations which are not addressed by the guidance issued by the SBIF, institutions must follow the generally accepted accounting principles issued by the Association of Chilean Accountants, which coincide with IFRS as issued by the IASB. However, our consolidated annual financial statements as of and for the three years ended December 31, 2013 have been prepared in accordance with IFRS in order to comply with SEC requirements.

Our consolidated financial statements as of and for the year ended December 31, 2011 incorporate the financial statements of CorpBanca, its subsidiaries (except for CorpBanca Colombia and Helm Bank) and the New York Branch. Our consolidated financial statements as of and for the year ended December 31, 2012 incorporate the financial statements of CorpBanca, its subsidiaries (except Helm Bank) and the New York Branch. Our consolidated financial statements as of and for the year ended December 31, 2013 incorporate the financial statements of CorpBanca, all of its subsidiaries and the New York Branch. Our consolidated financial statements include the necessary adjustments and reclassifications to the incorporated financial statements of each of CorpBanca’s subsidiaries and the New York Branch to bring their accounting policies and valuation criteria into line with those applied by the Bank, in accordance with IFRS—IASB.

The securities laws of Chile, which govern open, or publicly listed, companies such as ours, have as one of their principal objectives promoting disclosure of all material corporate information to the public. Chilean disclosure requirements, however, differ from those in the United States in some important respects. In addition, although Chilean law imposes restrictions on insider trading and price manipulation, applicable Chilean laws are different from those in the United States and in certain respects the Chilean securities markets are not as highly regulated and supervised as the United States securities markets.

Chile imposes controls on foreign investment and repatriation of investments that may affect our investors’ investment in, and earnings from, our ADSs

Equity investments in Chile by persons who are not Chilean residents have generally been subject to various exchange control regulations which restrict the repatriation of the investments and earnings therefrom. In April 2001, the Central Bank of Chile eliminated the regulations that affected foreign investors except that investors are still required to provide the Central Bank of Chile with information related to equity investments and conduct such operations within the Formal Exchange Market. See “Item 10. Additional Information—D. Exchange Controls” for a discussion of the types of information required to be provided.

Owners of ADSs are entitled to receive dividends on the underlying shares to the same extent as the holders of shares. Dividends received by holders of ADSs will be converted into U.S. dollars and distributed net of foreign currency exchange fees and fees of the depositary and will be subject to Chilean withholding tax, currently imposed at a rate of 35% (subject to credits in certain cases). If for any reason, including changes in Chilean laws or regulations, the depositary were unable to convert Chilean pesos to U.S. dollars, investors in our ADSs may receive dividends and other distributions, if any, in Chilean pesos.

 

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Additional Chilean restrictions applicable to holders of our ADSs, the disposition of the shares underlying them or the repatriation of the proceeds from such disposition or the payment of dividends could be imposed in the future and we cannot advise you as to the duration or impact of such restrictions if imposed.

The legal restrictions on the exposure of Chilean pension funds may adversely affect our access to funding

Chilean regulations impose restrictions on the share of assets that a Chilean pension fund management company (Administradora de Fondos de Pensiones, or AFP) may allocate: (i) per fund (considering all sub-funds within an AFP (A, B, C, D or E)), to deposits in checking accounts and term deposit accounts and in debt securities issued by a single banking institution (or guaranteed by such bank), investments not exceeding the value of a multiple set forth by the Central Bank of Chile considering such bank’s equity (patrimonio), which shall fluctuate between 0.5 and 1.5 in accordance with article 47 of the Law Decree (Decreto de Ley) 3,500 (and were 1.0 as of December 31, 2013); (ii) per type of sub-fund, to shares, deposits and debt securities of a single banking institution (or guaranteed by such bank), investments not exceeding 9% of the value of the relevant sub-fund; and (iii) per fund (considering all sub-funds), to a single banking institution, investments not exceeding 2.5% of the value of such banking institution subscribed shares with a maximum limit equal to 2.5% of the value of such AFP with respect to banks in which a shareholder owns directly or indirectly more than 50% and less than 65% of its voting capital. Additionally, each fund managed by an AFP is permitted to make deposits with a bank for an amount not to exceed the equivalent of such bank’s equity. If the exposure of a pension fund managed by an AFP to a single bank exceeds such limit for investments in securities, the AFP for such pension fund is required to reduce the fund’s exposure below the limit within three years.

As of December 31, 2013, the aggregate exposure of AFPs to us was Ch$878,519 million or 1.02% of their total assets. If the exposure of any AFP to us exceeds the regulatory limit, we would need to seek alternative sources of funding, which could be more expensive and, as a consequence, may have a material adverse effect on our business, financial condition and results of operations.

Pension funds must also comply with other investment limits. In 2007, MK2 (Chilean Capital Markets Laws) was approved, relaxing the limits on making investments abroad in order to permit pension funds to further diversify their investment portfolios. As of December 31, 2013, the maximum limit on making investments abroad was 80% (per fund, with different limits per each sub-fund). As a result, pension funds may change the composition of their portfolios, including reducing their deposits with local banks. As of December 31, 2013, 3.0% of our time deposits were from AFPs. In the case of banks, each fund managed by an AFP is permitted to make deposits with such bank for an amount, that considering jointly deposits and debt securities issued (or guaranteed by the relevant bank), shall not exceed the equivalent of such bank’s equity. Although the legislation referred to above is intended to promote a gradual relaxation of the investment limits, and we may be able to substitute the reduced institutional funds with retail deposits, there can be no assurance that this occurrence will not have a materially adverse impact on our business, financial condition and results of operations.

Increased regulation of the financial services industry in Chile or Colombia could increase our costs and result in lower profits

As a result of the recent financial crisis, there has been an increase in government regulation of the financial services industry in many countries. Such regulation may also be increased in Chile or Colombia including the imposition of higher capital requirements, heightened disclosure standards and restrictions on certain types of transaction structures. In addition, novel regulatory proposals are abound in the current environment. If enacted, new regulations could require us to inject further capital into our business as well as in businesses we acquire, restrict the type or volume of transactions we enter into, or set limits on or require the modification of rates or fees that we charge on certain loans or other products, any of which could lower the return on our investments, assets and equity. Although we currently comply with the minimum regulatory capital ratio required under the Chilean or Colombian banking regulations, no assurance can be given that in the future we will need to inject additional capital to our business if such regulation is amended. We may also face increased compliance costs and limitations on our ability to pursue certain business opportunities.

 

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Our results of operations are affected by interest rate volatility

Our results of operations depend to a great extent on our net interest income. In 2011, 2012 and 2013, our ratio of net interest income to total operating income was 57.8%, 57.5% and 65.1%, respectively. Changes in market interest rates in Chile or Colombia could affect the interest rates earned on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities leading to a reduction in our net interest income. Interest rates are highly sensitive to many factors beyond our control, including the reserve policies of the Central Bank of Chile and Colombia, deregulation of the financial sector in Chile and Colombia, domestic and international economic and political conditions and other factors. Yields on the Chilean government’s 90-day benchmark rate reached a high of 5.6% and a low of 3.6% in 2011, a high of 5.2% and a low of 4.8% in 2012 and a high of 5.1% and a low of 4.8% in 2013. On the other hand, the Colombian government does not issue short-term bonds of 30, 60 or 90 days as the Chilean government does. Instead, every month a committee of the Central Bank of Colombia determines the benchmark rate in order to achieve a specific goal of inflation. Yields on the Colombian benchmark rate reached a high of 4.75% and a low of 3% for 2011, a high of 5.25% and a low of 4.25% for 2012 and a high of 4.0% and a low of 3.25% for 2013. As of December 31, 2011, 2012, 2013, we had Ch$843,250.0 million, Ch$1,112,435 million and Ch$889,087 million, respectively, in financial investments available-for-sale. In the current global economic climate, there is a greater degree of uncertainty and unpredictability in the policy decisions and the setting of interest rates by the Central Bank of Chile and Central Bank of Colombia and, as a result, any volatility in interest rates could adversely affect us, including our future financial performance and the market value of our securities.

We could be subject to increase in income tax rate.

On April 1, 2014, the Chilean Government submitted to Congress for its approval a bill which contains important amendments to the Chilean tax system, or Tax Reform. Among the proposed changes, the Tax Reform contemplates an increase of the First Category Tax rate, from 20% to 25%, on a progressive basis.

In addition, the Tax Reform contains several other amendments to Chilean tax laws including, among others:

 

   

taxation mechanism of profits attributable to shareholders or owners to be changed from distributed cash basis to accrued basis;

 

   

elimination of the Value Added Tax, or VAT, exemption for construction of houses up to UF2,000;

 

   

increase in stamp tax from 0.4% to 0.8%;

 

   

Decree Law No. 600 to be eliminated no later than 2016, which could adversely affect the Foreign Investment Statute;

 

   

charge VAT tax on all real estate transactions, which could affect the value of our repossessed mortgage properties which today are not charged VAT when sold;

 

   

lowering of higher individual income tax bracket from 40% to 35%; and

 

   

new general anti-avoidance rules, which would strengthen the powers of the Chilean IRS (Servicio de Impuestos Internos) to review and asses certain transactions.

The Tax Reform is expected to be subject to an intense debate in Congress, and some of its provisions may be eliminated or amended substantially.

We are also subject to income tax in Colombia at a rate of 34% with respect to our activities in that country. Beginning in fiscal year 2013, the Colombian corporate income tax rate was reduced from 33% to 25%, and a new income tax called the “CREE” with a tax rate of 9% (8% beginning in fiscal year 2016) was imposed. The CREE reduced the payroll taxes in Colombia from 9% to 4% (social security contributions) on workers who earn less than 10 SMMLV (approximately US$3,059 for 2013) in May 2013 and eliminated the 8.5% employer’s health contribution in January 2014 for this same group of employees.

 

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The taxable base of the CREE is similar to the taxable base of the Colombian income tax. However, it does not allow the subtraction of tax credits and certain tax exemptions permitted for the Colombian income tax. As a result, the CREE could potentially raise our effective rate of tax with respect to our activities in Colombia.

Any future increases in income tax rates could have an adverse effect on our business, financial condition or results of operations.

Colombian tax heaven regulation could adversely affect our business and financial results

Decree 2193 of 2013 designates 44 jurisdictions as tax havens for Colombian tax purposes. It also excludes temporarily seven countries, including Panama, while the Colombian government negotiates tax information exchange agreements with each of them. If Panama and Colombia do not sign a tax information exchange agreement before August 2014, Panama would be considered as a tax haven under Colombian tax regulations. As a result, the clients of our Colombian subsidiaries in Panama who are residents in such jurisdiction would be subject to the following regulations: (i) higher withholding tax rates including a higher withholding rates over financial yields derived from investments in the Colombian securities market), (ii) the Colombian transfer pricing regime and its reporting duties, (iii) an assumption for Colombian authorities of residency for the purposes of qualifying a conduct as abusive under tax regulations, (iv) the disallowance of payments made to residents or entities located in tax havens as costs or deduction, unless the respective withholding tax has been applied and (v) other additional information disclosure requirements.

Colombian new tax reform could adversely affect our business and financial results

There have been several discussions about whether or not an additional tax reform will be required in the near future in Colombia, specifically to address the cost related to the post-conflict obligations that the Colombian government may acquire as a consequence of the peace conversations that are taking place in Havana, Cuba with Fuerzas Armadas Revolucionarias de Colombia, or FARC, guerrilla’s and victims repair, as well as judicial decisions on the amount and liability of Colombian Government to restore and indemnify the conflict victims from guerrilla and paramilitaries. If such new taxes or higher rates in income tax are implemented, or the equity (patrimony) tax is made permanent, those decisions may adversely affect our ability to maintain our profitability trends and the dividends that may be distributed to our shareholders.

Any additional taxes resulting from changes to tax regulations or the interpretation thereof in Chile or Colombia could adversely affect our consolidated results

Uncertainty relating to tax legislation in Chile and Colombia poses a constant risk to CorpBanca. Changes in legislation, regulation and jurisprudence can affect tax burdens by increasing tax rates and fees, creating new taxes, limiting stated expenses and deductions, and eliminating incentives and non-taxed income. In addition, the Colombian government has a significant fiscal deficit that may result in future tax increases. Additional tax regulations could be implemented that could require us to make additional tax payments, negatively affecting our respective results of operations and cash flow. In addition, national or local taxing authorities may not interpret tax regulations in the same way that we do. Differing interpretations could result in future tax litigation and associated costs.

Any downgrading of Chile’s or Colombia’s debt credit rating for domestic and international debt by international credit rating agencies may also affect our ratings, our business, our future financial performance, stockholders’ equity and the value of our securities

Any adverse revisions to Chile’s or Colombia’s credit ratings for domestic and international debt by international rating agencies may adversely affect our ratings, and, as a result, our cost of funding, including interest rates paid on our deposits and securities. If this were to happen, it could have a material adverse effect on our business, future financial performance, stockholders’ equity and the value of our securities.

 

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Our growth and profitability depend on the level of economic activity in Chile, Colombia and other emerging markets

Substantially all of our loans are to borrowers doing business in Chile or Colombia. Accordingly, the recoverability of these loans in particular, our ability to increase the amount of loans outstanding and our results of operations and financial condition in general, are dependent to a significant extent on the level of economic activity in Chile and Colombia. The Chilean and Colombian economies have been influenced, to varying degrees, by economic conditions in other emerging market countries. Changes in Chilean or Colombian economic growth in the future or future developments in or affecting the Chilean or Colombian economies, respectively, including consequences of economic difficulties in emerging and developed markets, including some of our neighbor countries, or a deceleration in the economic growth of Asian or other developed nations to which Chile and Colombia export a majority of their respective goods, could materially and adversely affect our business, financial condition or results of operations.

According to data published by the Central Bank of Chile, the Chilean economy grew by 6% in 2011, 5.6% in 2012 and 4.1% in 2013.

According to data published by the Central Bank of Colombia, the Colombian economy grew by 6.6% in 2011, 4% in 2012 and 4.3% in 2013. Historically, lower economic growth has adversely affected the overall asset quality of the Colombian banking system and CorpBanca Colombia’s loan portfolio.

Our results of operations and financial condition could also be affected by changes in economic or other policies of the Chilean or Colombian governments, which have each exercised and continue to exercise a substantial influence over many aspects of the private sector, or other political or economic developments in Chile.

Although economic conditions are different in each country, investors’ reactions to developments in one country may affect the securities of issuers in other countries, including Chile. Starting in September 2008, the economic and financial crisis in the United States and Europe sparked a series of financial institution failures across the globe. This resulted in a liquidity crisis and a reduction in growth of the global economy as financial institutions tightened risk policies and reduced lending to banks, corporations and individuals. During 2009, the economies of the United States and some European countries contracted, which, in turn, impacted the Chilean and Colombian economies. Although there have recently been signs of recovery in the global economy, Chile and Colombia, this recovery may be fragile and also may reflect temporary benefits from government stimulus programs that may not be sustained. The ability of certain countries, such as Greece, Portugal, Spain and Italy and companies in those countries and in the Euro zone to repay debt obligations remains uncertain. The effect on consumer confidence of any actual or perceived deterioration in the Chilean or Colombian economies may have a material adverse effect on our business, results of operations and financial condition.

In addition, our financial condition and results of operations could also be affected by regulatory changes in administrative practices, changes in economic or other policies of the Chilean or Colombian governments or other political or economic developments in or affecting Chile or Colombia, over which we have no control.

Inflation and government measures to curb inflation could adversely affect our financial condition and results of operations

Although Chilean and Colombian inflation have been low in recent years, Chile and Colombia have experienced high inflation in the double-digit levels in the past. Such high levels of inflation in Chile or Colombia could adversely affect the Chilean and Colombian economies and have an adverse effect on our results of operations if such inflation is not accompanied by a matching devaluation of the local currency. We cannot make any assurances that Chilean or Colombian inflation will not revert to prior levels in the future.

 

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The following table shows the annual rate of inflation during the last five years as measured by changes in the Chilean and Colombian consumer price index, or CPI, and as reported by the: (i) Chilean National Institute of Statistics and (ii) Colombian National Administrative Department of Statistics:

 

Year

  

Chilean UF Variation(1)

  

Chilean Inflation (CPI)

  

Colombian Inflation (CPI)

     (in percentages)

2009

   (2.4)    (1.4)    2.0

2010

   2.4    3.0    3.2

2011

   3.9    4.4    3.7

2012

   2.5    1.5    2.4

2013

   2.1    3.0    1.9

 

Source: Chilean National Institute of Statistics / Colombian National Administrative Department of Statistics.

(1)

The Unidad de Fomento is an inflation index currency unit. The only difference between the UF variation and the CPI is that UF Variation reflects the CPI with one month lag.

In 2009, economic activity slowed significantly in Chile, resulting in 1.4% deflation, and increased in Colombia, resulting in 2% inflation. In 2010, economic growth increased in Chile, ending the year with 3% inflation, in part supported by additional government and private sector spending to finance the reconstruction work required to restore Chile’s productive capacity and financial aid to the areas affected by the 2010 earthquake and tsunami, and grew in Colombia, resulting in 3.2% inflation. During 2010, GDP grew by 5.8% in Chile and grew by 4% in Colombia. During 2011, GDP grew by 6% and the inflation rate increased by 4.4% in Chile and GDP grew by 6.6% and the inflation rate increased by 3.7% in Colombia. During 2012, GDP grew by 5.6% and the inflation rate increased by 1.5% in Chile and GDP grew by 4% and the inflation rate increased by 2.4% in Colombia. During 2013, GDP grew by 4.1% and the inflation rate increased by 3.0% in Chile and GDP grew by 4.3% and the inflation rate increased by 1.9% in Colombia. The Central Bank of Chile decreased the interbank rate from 5% in 2012 to 4.5% in 2013 so that the projected inflation could be placed in the 3.0% horizon defined by the Central Bank of Chile. In Chile, the average interbank rate was 4.9% in 2013. The Central Bank of Colombia decreased the interbank rate from 4.25% in 2012 to 3.25% in 2013 in response to a decrease in inflation expectations driven by decreased economic activity. In Colombia, the average interbank rate was 3.35% in 2013. High levels of inflation or deflation in Chile or Colombia could adversely affect the Chilean or Colombian economies and have an adverse effect on our business, financial condition and results of operations.

We may be unsuccessful in addressing the challenges and risks presented by our operations in countries outside Chile or Colombia

We now operate a banking business in Colombia through CorpBanca Colombia and Helm Bank and in Panamá through subsidiaries of Helm Bank. Our operations are focused on retail banking, as well as wholesale and commercial banking. CorpBanca Colombia provides a broad range of commercial and retail banking services to its customers, operating principally in the cities of Bogotá, Medellín, Cali, Bucaramanga and Barranquilla. Helm Bank focuses on providing financing and deposit services to small-to-medium-sized companies and individuals with medium-high income levels, operating principally in Bogota, Cali, Medellin, Cartagena and Barranquilla.

We have limited experience conducting credit card and consumer finance businesses in countries outside Chile. Accordingly, we may not be successful in managing credit card and consumer finance operations outside of our traditional domestic market in Chile. We may face delays in payments by customers and higher delinquency rates in any market we enter into, which could necessitate higher provisions for loan losses and, consequently, have an adverse effect on our financial performance.

Colombia has experienced internal security issues that have had or could have in the future a negative effect on the Colombian economy

Colombia has experienced internal security issues, primarily due to the activities of guerrilla groups such as the FARC, paramilitary groups and drug cartels. In remote regions of the country with minimal governmental presence, these groups have exerted influence over the local population and funded their activities by protecting, and rendering services to drug traffickers. Despite the Colombian government’s “democratic security” program and current peace conversations with FARC taking place in Havana, Cuba, which have reduced guerrilla and criminal activity, particularly in the form of terrorism attacks, homicides, kidnappings and extortion, such activity persists in Colombia, and possible escalation of such activity and the effects associated with them have had and may have in the future a negative impact on the Colombian economy and on our operations in Colombia, including our customers, employees, results of operations and financial condition.

 

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Tensions with Venezuela and Ecuador may affect the Colombian economy and, consequently, our results of operations and financial condition

Diplomatic relations with Venezuela and Ecuador, two of Colombia’s main trading partners, have from time to time been tense and affected by events surrounding the Colombian armed forces combat of the FARC throughout Colombia, particularly on Colombia’s borders with Venezuela and Ecuador. Any further deterioration in relations with Venezuela and Ecuador may result in the closing of borders, the imposition of trade barriers or a breakdown of diplomatic ties, any of which could have a negative impact on Colombia’s trade balance, economy and general security situation, which may adversely affect our results of operations and financial condition.

Venezuelan political events may affect CorpBanca Colombia’s operations

Venezuela held elections on April 14, 2013 following the death of President Hugo Chavez. Although Nicolas Maduro has been sworn in as President of Venezuela, the opposition parties have contested the result on the basis of alleged voting irregularities. As a result, Venezuelan political conditions remain uncertain. We cannot provide any assurances that political developments in Venezuela, over which CorpBanca Colombia has no control, will not have an adverse effect on CorpBanca Colombia’s business, financial condition or results.

In February 2014, Venezuela experienced political unrest and demonstrations across the country that sparked a series of violent incidents that resulted in several deaths and numerous injuries. As of the date hereof, anti-government demonstrations in Venezuela caused numerous injuries and protestors continue to hold demonstrations calling for new elections. These demonstrations in recent months in Venezuela, which has escalated in violence, resulted in some of the country’s worst political violence, historically, with numerous deaths and injuries, as well as destruction of property. It is unknown how long it may take for the current situation to be resolved and what effects the current demonstrations may have on Venezuela.

Government policies and actions, and judicial decisions in Colombia could significantly affect the local economy and, as a result, our operations in Colombia and our results of operations and financial condition

Our operations in Colombia and our results of operations and financial condition may be adversely affected by changes in Colombian governmental policies and actions, and judicial decisions, involving a broad range of matters, including interest rates, exchange rates, exchange controls, inflation rates, taxation, banking and pension fund regulations and other political or economic developments affecting Colombia. The Colombian government has historically exercised substantial influence over the economy, and its policies are likely to continue to have a significant effect on Colombian companies. The president of Colombia has considerable power to determine governmental policies and actions relating to the economy, and may adopt policies that could negatively affect our business in Colombia. Future governmental policies and actions, or judicial decisions, could adversely impact the results of operations or financial condition of our business in Colombia.

An increase in constitutional collective actions (acciones populares), class actions (acciones de grupo) and other similar legal actions involving claims for significant monetary awards against financial institutions may have an adverse effect on our business and results of operations

Under the Colombian Constitution, individuals may initiate constitutional collective or class actions to protect their collective or class rights, respectively. Colombian financial institutions, including Helm Bank and CorpBanca Colombia, have experienced a substantial increase in the aggregate number of these actions. The great majority of such actions have been related to fees, financial services and interest rates, and their outcome is uncertain. Pursuant to Law No. 1,425 of 2010, monetary awards for plaintiffs in constitutional collective actions (acciones populares) were eliminated as of January 1, 2011. Nevertheless, individuals continue to have the right to initiate constitutional or class actions against Helm Bank and CorpBanca Colombia.

 

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Future restrictions on interest rates or banking fees could materially and adversely affect our profitability and financial results

The Colombian Commerce Code limits the amount of interest that may be charged in commercial transactions. In the future, regulations could impose limitations regarding interest rates or fees we charge. Any such limitations could materially and adversely affect our results of operations and financial position. In the past, there have been disputes in Colombia among merchants, payment services and banks regarding interchange fees. Although such disputes have been resolved, the Colombian Superintendency of Industry and Commerce (Superintendencia de Industria y Comercio), or the SIC, may initiate new investigations relating to the interchange fees.

This possibility may lead to additional decreases in such fees, which in turn could adversely our operations in Colombia and our consolidated financial results.

Furthermore, pursuant to article 62 of Law No. 1,430 of 2010, the Colombian Congress granted the government power and authority to establish and define criteria and formulas applicable to the calculation of banking fees and charges and the authority to define maximum limits to banking fees and charges. On December 20, 2011, the Colombian Government used the authority granted by Law No. 1,430 of 2010 and established in Decree 4,809 of 2011 a cap on the fees banks can charge on withdrawals done from ATMs outside their own networks. Under Colombian regulation, banks are prohibited from charging prepayment penalties or fees on loans except when the outstanding amount of a loan is more than the equivalent of 880 SMMLV (approximately US$350,000). If the outstanding amount of a loan is more than the equivalent of 880 SMMLV, prepayment penalties or fees may be charged but only when expressly contemplated under the governing loan agreement. Further limits or regulations regarding banking fees, and uncertainties with respect thereto could have a negative effect on CorpBanca Colombia and our results of operations and financial condition.

As of the date of this Annual Report, an initiative regarding banking fees is being discussed in the Colombian Congress, and has been approved in its second debate out of four needed for it to become a law. If the law is enacted in its current form, banks would be required to cease collecting transactional and service fees from those individuals whose income is equal or under two SMMLV, provided that this benefit would only apply to one savings account per individual. The likelihood of this initiative becoming a law is, however, uncertain given that there have been two similar unsuccessful initiatives discussed in Congress in recent years and the two pending debates would have to be completed before June 2014.

Historically, Colombian banks have not paid interest on amounts deposited in checking accounts. We pay interest on some checking accounts under certain conditions. If competition or other factors lead us to pay higher interest rates on checking accounts, to relax the conditions under which we pay interest or to increase the number of checking accounts on which we pay interest, any such change could have a material adverse effect on our business, financial condition and results of operations.

Insolvency law in Chile and Colombia may limit our monetary collection and ability to enforce our rights

A new Bankruptcy Act was published in Chile in the Official Gazette on January 9, 2014 and will come into effect on October 9, 2014. Under such act, monetary collection and enforcement of rights by a creditor may face limitations such as those arising from the Insolvency Protection (as defined below) recognized by such act. For more information on these limitations please see Item 4—Information on the Company Risks relating to Chile, Colombia and other countries in which we operate—Recent Regulatory Developments in Chile.

On June 12, 2012, the Congress of Colombia enacted Law 1,564 of 2012, which provides insolvency protection for non-merchant individuals. Under the insolvency regulation, which came into effect on October 1, 2012, once a non-merchant individual has ceased paying its debts, such individual can initiate a voluntary insolvency proceeding before a notary public or mediator to reach an agreement with its creditors. The terms of any agreement reached with a group (two or more) of creditors that represent more than 50% of the total amount of the claims will be mandatorily applicable to all relevant creditors. As a result of these agreements CorpBanca Colombia may not be able to recover the total amount of its claims. The increased debtor protections contemplated in the law, including an automatic stay for a maximum of 90 days, could also make it more difficult for CorpBanca Colombia to enforce debt and other monetary obligations, which could have an adverse impact on CorpBanca Colombia and our results of operations and financial condition. Given the recent enactment of Law 1,564 and its regulatory Decree 2,667, it is currently unclear how this law will be interpreted, including how strictly the requirement that the debtor be a non-merchant will be enforced. In addition, an initiative is currently being discussed by the Congress of Colombia, pursuant to which the voluntary insolvency proceeding set forth by Law 1,564 would be at no cost to the debtor, which, if approved, would presumably increase the number of voluntary insolvency proceedings filed by non-merchant debtors.

 

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The Central Bank of Colombia may impose requirements on our (and other Colombian residents’) ability to obtain loans in foreign currency

The Central Bank of Colombia may impose certain mandatory deposit requirements in connection with foreign currency-denominated loans obtained by Colombian residents, including Helm Bank and CorpBanca Colombia. Although no mandatory deposit requirement is currently in effect, a mandatory deposit requirement was set at 40% in 2008 after the Colombian peso appreciated against foreign currencies. We cannot predict or control future actions by the Central Bank of Colombia in respect of such deposit requirements, which may involve the establishment of a different mandatory deposit percentage. The use of such measures by the Central Bank of Colombia may be a disincentive for Helm Bank and CorpBanca Colombia and their respective clients to obtain loans denominated in a foreign currency.

Our operations in Colombia may be unable to collect on collateral or guarantees securing loans, which may adversely affect our results of operations and financial condition

Helm Bank and CorpBanca Colombia make loans that are secured by collateral, including real estate and other assets that are generally located in Colombia. The value of collateral may significantly fluctuate or decline due to factors beyond their control, including, for example, economic and political conditions in the country. An economic slowdown may lead to a downturn in the Colombian real estate market, which may, in turn, result in declines in the value of real estate securing loans to levels below the principal balances of these loans. Any decline in the value of the collateral securing loans may result in reduced recoveries from collateral realization and have an adverse effect on our results of operations and financial condition.

Helm Bank and CorpBanca Colombia also make loans on the basis of guarantees from relatives, affiliates or associated persons of borrowers. To the extent that guarantors encounter financial difficulties due to economic conditions, personal or business circumstances, or otherwise, the ability of Helm Bank or CorpBanca Colombia to enforce such guarantees may be impaired.

In addition, Helm Bank and CorpBanca Colombia may face difficulties in enforcing their rights as a secured creditor against borrowers, collateral or guarantees. In particular, timing delays and procedural problems in realizing against collateral, as well as a debtor-protective judicial interpretations of the law, may make it difficult to foreclose on collateral, realize against guarantees or enforce judgments in Helm Bank’s or CorpBanca Colombia’s favor, which could materially and adversely affect our results of operations and financial condition.

There are also certain provisions of Colombian Law No. 1,676 that may affect our rights to foreclose on or liquidate movable assets pledged in favor of our Colombian subsidiaries. Colombian Law No. 1,676, issued on August 20, 2013, and applicable as from February 21, 2014, created a new registry for liens over movable assets. Creditors registering liens are granted priority based on the date of registration of the liens in the new registry. This “first in time, first in right” rule also applies to those liens granted before the enactement of the law. We are currently registering liens granted in our favor prior to February 21, 2014, however, there is a risk that third parties with conflicting liens may also try to obtain registration over the same assets, in which case the first party to register a lien will have priority over any others. In addition, given the recent enactment of this law, there is uncertainty as to how the law will be interpreted and applied, including how movable assets underlying the securities will be valuated by the registry.

Our operations in Colombia may face legal and other challenges to maximizing revenue from credit card fees and other fees from customers

Helm Bank’s and CorpBanca Colombia’s credit card businesses face risks relating to the pricing of fees and commissions charged to merchants (merchant discounts) and the pricing of bank interchange fees charged by issuer banks to acquiring banks. Banks and card processors in Colombia have been subject to administrative investigations regarding the fees and commissions that are charged to the merchants by the acquiring banks and in respect to the banking interchange fees.

 

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In the past, the SIC has conducted investigations on the practices of Asociación Gremial de Instituciones Financieras Credibanco (Visa franchisee in Colombia) and Redeban Multicolor S.A. (MasterCard franchisee in Colombia), the entities chosen by most Colombian banks to manage the credit card system in Colombia, relating to alleged price fixing agreements among Colombian banks relating to fees and commissions charged to merchants.

As a result of these investigations, the fees charged to merchants and bank interchange fees could decrease, which could also lead to changes in commercial strategies that could affect Helm Bank’s, CorpBanca Colombia’s and our results of operations and financial condition. In addition, fees charged for other banking services have and may continue to be reduced in the future as a result of regulatory measures and/or pressure from retailers and interest groups.

Our Colombian operations face uncertainty regarding consumer protection laws

Law No. 1,328 of 2009, also referred to as the “financial reform law,” creates a customer protection regime with respect to financial institutions. The financial reform law provides a bill of rights for consumers of financial services and products, including the right to receive clear, complete and reliable information about the services and products offered by financial institutions. The law and the decrees and regulations issued pursuant to it also contain specific obligations for financial institutions, including a duty to maintain a financial ombudsman in charge of consumer protection and procedures regulating the responsibilities and function of the ombudsman, a duty to create a financial consumer attention center pursuant to terms set by the Colombian Superintendency of Finance, an obligation to provide services and products under the same conditions offered to the general public, and a prohibition on the inclusion of predatory or abusive clauses in contracts with consumers. Any violation of this law or the decrees and regulations issued pursuant to this law by Helm Bank or CorpBanca Colombia could result in monetary or administrative sanctions or restrictions on its operations.

Certain payments received by the bank may be subject to U.S. federal withholding tax

Pursuant to Sections 1471 through 1474 of the Code and U.S. Treasury Regulations promulgated thereunder, a 30% U.S. withholding tax may be imposed on all or some of the payments received by the bank from sources in the United States after June 30, 2014 if we fail to comply with certain information reporting, certification and other related requirements. It is presently unclear whether the bank will so comply and whether, and to what extent, the U.S. withholding tax will apply. In the event that the 30% U.S. withholding tax applies to U.S. source payments after June 30, 2014, it could have a material adverse effect on our business, future financial performance and results of operations.

RISKS RELATING TO OUR ACQUISITION OF HELM BANK

We may not be able to manage our growth successfully

We have been expanding the scope of our operations over the past few years, and we expect that this expansion will continue. As we continue to grow, we must improve our operational, technical and managerial knowledge and compliance systems in order to effectively manage our operations across the expanded group. Failure to integrate, monitor and manage expanded operations could have a material adverse effect on our business, reputation and financial results. Our future growth will also depend on our access to internal and external financing sources. We may be unable to access such financing on commercially acceptable terms or at all.

Integration of acquired or merged businesses involves certain risks that may have a material adverse effect on us

We have engaged in a number of mergers and acquisitions in the past, including the acquisition of CorpBanca Colombia in 2012, the Helm Bank Acquisition in 2013, and may make further mergers and acquisitions in the future as part of our growth strategy. We believe that these transactions will contribute to our continued growth and competitiveness in the Chilean, Colombian, and international banking sectors.

Any acquisition and merger of institutions and assets and the integration of such institutions and assets involves certain risks including the risk that:

 

   

integrating new networks, information systems, personnel, financial and accounting systems, risk and other management systems, financial planning and reporting, products and customer bases into our existing business may run into difficulties, cause us to incur unexpected costs and operating expenses and place additional demands on management time;

 

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we may incur unexpected liabilities or contingencies relating to acquired businesses;

   

antitrust and other regulatory authorities may impose restrictions or limitations on the terms of the acquisition or merger, require disposition of certain assets or businesses or withhold their approval of such transaction; and

   

the expected operation and financial synergies and other benefits from such mergers or acquisitions may not be fully achieved.

If we fail to achieve the business growth opportunities, cost savings and other benefits we anticipate from mergers and acquisition transactions, or incur greater integration costs than we have estimated, our results of operations and financial condition may be materially and adversely affected.

Acquisitions and strategic partnerships may not perform in accordance with expectations, may fail to receive required regulatory approvals or may disrupt our operations and adversely affect our business financial condition and results of operations

A component of our strategy is to identify and pursue growth-enhancing strategic opportunities. As part of that strategy we have consummated (i) the Banco Santander Colombia Acquisition in 2012 and (ii) the Helm Bank Acquisition in 2013. Pursuant to applicable Colombian Law, Helm Bank will be merged with and into CorpBanca Colombia on or before August 6, 2014. We will continue to consider additional strategic acquisitions and alliances from time to time, inside and outside of Chile and Colombia. Strategic acquisitions and alliances, including the Helm Bank Acquisition, could expose us to risks with which we have limited or no experience. Future acquisitions may also be subject to regulatory approval, which we may not receive, particularly in view of our increasing market share in the Colombian banking industry.

We must necessarily base any assessment of potential acquisitions and alliances on assumptions with respect to operations, profitability and other matters that may subsequently prove to be incorrect. Future acquisitions and alliances may not produce anticipated synergies or perform in accordance with our expectations and could adversely affect our business, financial condition and results of operations.

In addition, new demands on our existing organization, management and employees resulting from the integration of new acquisitions could disrupt our operations and adversely affect our business, financial condition and results of operations.

We may have problems integrating Helm Bank and its subsidiaries and affiliates to the group

A key element of our expansion strategy consists in the acquisition of existing businesses and their integration into our business model and administration and management processes. Our ability to attain the expected results of the Helm Bank Acquisition will be largely dependent on our ability to integrate Helm Bank’s operations into our existing operations, and to implement our business in a timely and effective manner. We cannot assure you that we will be able to successfully integrate Helm Bank and its subsidiaries into our operations and business model. If we are unable to efficiently operate or integrate Helm Bank or its subsidiaries into our business model, our financial condition, results of operations and liquidity could be adversely affected.

RISKS RELATING TO THE ANNOUNCED ITAÚ-CORPBANCA MERGER

CorpBanca may be unable to fully realize the anticipated benefits of the Itaú-CorpBanca Merger

The Itaú-CorpBanca Merger involves bringing together two large financial institutions that currently operate as independent companies. CorpBanca will be required to devote significant management attention and resources to integrating certain aspects of the business practices and operations of CorpBanca and Itaú Chile.

The success of the Itaú-CorpBanca Merger will depend, in part, on CorpBanca’s ability to realize anticipated revenue synergies, cost savings and growth opportunities resulting from the combination of the businesses of CorpBanca and Itaú Chile. CorpBanca hopes to generate synergies resulting from optimization of

 

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organizational structures, scalable IT systems, savings related to the branch network and reductions in administrative expenses. There is a risk, however, that CorpBanca may not be able to combine the businesses of CorpBanca and Itaú Chile in a manner that permits CorpBanca to realize these revenue synergies, cost savings and growth opportunities in the time, manner or amounts CorpBanca currently expects or at all. Potential difficulties CorpBanca may encounter as part of the merger process include, among other things:

 

   

complexities associated with managing Itaú-CorpBanca;

   

the need to implement, integrate and harmonize various business-specific operating procedures and systems, as well as the financial, accounting, information and other systems of CorpBanca and Itaú Chile;

   

potential loss of key employees as a result of implementing the proposed Transactions;

   

the need to coordinate the existing products and customer bases of CorpBanca and Itaú Chile; and

   

potential unknown liabilities and unforeseen increased expenses or delays associated with the merger and the other transactions described in the Transaction Agreement (as defined below), or the Transactions.

In addition, CorpBanca and Itaú Chile have operated and, until the completion of the merger, will continue to operate separately. It is possible that the integration process could result in:

 

   

diversion of management’s attention from their normal areas of responsibility to address issues related to the Transactions; and

   

the disruption of CorpBanca’s or Itaú Chile’s ongoing businesses or inconsistencies in its standards, controls, procedures and policies,

each of which could adversely affect their ability to maintain good relationships with its customers, suppliers, employees and other constituencies, or to achieve the anticipated benefits of the proposed Transactions, and could increase costs or reduce their earnings or otherwise adversely affect the business, financial condition, results of operations and/or prospects of the merged entity following the completion of the merger, Itaú CorpBanca, which we refer to herein as Itaú-CorpBanca, following the completion of the merger. Actual revenue synergies, cost savings, growth opportunities and efficiency and operational benefits resulting from the merger may be lower and may take CorpBanca longer than it currently expects.

The integration of two large companies also presents significant management challenges. In order to achieve the anticipated benefits of the merger, the operations of the two companies will need to be reorganized and their resources will need to be combined in a timely and flexible manner.

There can be no assurance that CorpBanca will be able to implement these steps as anticipated or at all. If CorpBanca fails to consummate the Itaú-CorpBanca Merger within the time frame that is currently contemplated or to the extent that is currently planned, or if for any other reason the expected revenue synergies, cost savings and growth opportunities fail to materialize, the Transactions, may not produce the benefits that CorpBanca currently anticipates.

CorpBanca has and will continue to incur significant costs and expenses in connection with the Itaú-CorpBanca Merger

CorpBanca has incurred and will continue to incur substantial expenses in connection with the proposed Transaction. These costs and expenses include financial advisory, legal, accounting, consulting and other advisory fees and expenses, reorganization and restructuring costs, filing fees, printing expenses and other related charges. Some of these costs are payable by CorpBanca and Itaú Chile regardless of whether the Itaú-CorpBanca Merger is completed. There are also many processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Itaú-CorpBanca Merger. While CorpBanca has assumed that a certain level of expenses would be incurred in connection with the Transactions, there are many factors beyond CorpBanca’s control that could affect the total amount or the timing of the related expenses.

There may also be additional unanticipated significant costs in connection with the Itaú-CorpBanca Merger that CorpBanca may not recoup. These costs and expenses could, particularly in the near term, exceed the savings that CorpBanca expects to achieve from the elimination of duplicative expenses and the realization of economies of scale, other efficiencies and cost savings. Although CorpBanca expects that these savings will offset these integration and implementation costs over time, this net benefit may not be achieved in the near term or at all.

 

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Itaú Unibanco will control the board of directors of Itaú-CorpBanca

Itaú Unibanco and CorpGroup will collectively appoint a majority of the directors of the board of directors of Itaú-CorpBanca after the completion of the Transactions. The Itaú-CorpBanca Shareholders Agreement to be entered into by Itaú Unibanco and Corp Group contemplates that the directors appointed by them will vote in a block and in accordance with the recommendation of Itaú Unibanco, subject to certain exceptions. Accordingly, Itaú Unibanco will be able to control the actions taken by the board of directors of Itaú-CorpBanca on most matters.

Uncertainties associated with the Itaú-CorpBanca Merger may cause a loss of management personnel and other key employees that could adversely affect CorpBanca, Itaú Chile and/or Itaú-CorpBanca

The success of the Itaú-CorpBanca Merger is dependent, in part, on the experience and industry knowledge of their senior management and other key employees of CorpBanca and Itaú Chile and their ability to execute their business plans. In order to be successful, CorpBanca, Itaú Chile and Itaú-CorpBanca must be able to retain the senior management and other key employees and their ability to attract highly qualified personnel in the future. Current and prospective employees of CorpBanca and Itaú Chile may experience uncertainty about their roles within Itaú-CorpBanca following completion of the Itaú-CorpBanca Merger, which may have an adverse effect on the ability of CorpBanca, Itaú Chile or Itaú-CorpBanca to retain or attract senior management and other key employees, and in turn, on our business, financial condition and results of operations, regardless of the success of the Itaú-CorpBanca Merger.

Itaú-CorpBanca’s future results will suffer if it cannot effectively manage its expanded operations following completion of the Itaú-CorpBanca Merger

Following the completion of the Itaú-CorpBanca Merger, the size of the business of Itaú-CorpBanca will be significantly larger and more complex than the current business of CorpBanca or Itaú Chile. Itaú-CorpBanca’s future success will depend, in part, on CorpBanca’s ability to manage this expanded business, posing substantial challenges for management. There can be no assurances that Itaú-CorpBanca will be successful or that it will realize the expected operating efficiencies, cost savings, revenue synergies and other benefits currently anticipated by CorpBanca and Itaú Chile from the Itaú-CorpBanca Merger.

CorpBanca must obtain approval of its shareholders to the Transactions, which, if delayed or not obtained, may jeopardize or delay its consummation

The Transactions are conditioned on the approval by the affirmative vote of the holders of two-thirds of the outstanding shares of CorpBanca common stock. If the shareholders of CorpBanca do not provide such approval, then CorpBanca and Itaú Chile cannot consummate the Transactions. CorpBanca has not yet scheduled a shareholders meeting for the purpose of obtaining such vote.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met

The Transactions are subject to various customary regulatory approvals that must be obtained from certain bank and other governmental authorities in several jurisdictions. These authorities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the merger or of imposing additional costs or limitations on CorpBanca. Regulatory approvals may not be received at any time, may not be received in a timely fashion, and may contain conditions on the completion of the merger. In addition, CorpBanca and Itaú Chile may elect not to consummate the Itaú-CorpBanca Merger if, in connection with any required regulatory approval, any governmental or regulatory entity imposes any restriction, requirement or condition that would reasonably be expected to have a material adverse effect on either CorpBanca and its subsidiaries, taken as a whole, or Itaú Chile, Itaú Colombia and their subsidiaries, taken as a whole.

 

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Failure to consummate the Itaú-CorpBanca Merger could negatively impact the share price and the future business and financial results of CorpBanca

If the Itaú-CorpBanca Merger is not consummated, the ongoing businesses of CorpBanca may be adversely affected and, without realizing any of the benefits of having consummated the Itaú-CorpBanca Merger, CorpBanca will be subject to a number of risks, including the following:

 

   

CorpBanca and/or Itaú Chile will be required to pay costs and expenses relating to the proposed Transactions;

   

matters relating to the Transactions may require substantial commitments of time and resources by CorpBanca’s management, which could otherwise have been devoted to other opportunities that may have been beneficial to CorpBanca; and

   

the Transaction Agreement restricts CorpBanca, without Itaú Chile’s consent; and subject to certain exceptions, from taking certain actions until the Itaú-CorpBanca Merger is consummated. These restrictions may prevent CorpBanca from pursuing otherwise attractive business opportunities and making other changes to their businesses that may arise prior to consummation of the Transactions.

If the Transactions are not consummated, these risks may materialize and may adversely affect CorpBanca business, financial results and share price.

The Transaction Agreement contains provisions that restrict CorpBanca’s ability to pursue alternative transactions

The Transaction Agreement prohibits the parties from soliciting, discussing, negotiating or entering into alternative transactions. This provision could discourage a third party that may have an interest in acquiring all or a significant part of CorpBanca from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the proposed Transactions.

The Transaction Agreement may be terminated in accordance with its terms and the Transactions may not be completed

The Transaction Agreement is subject to a number of customary closing conditions which must be fulfilled in order to consummate the Itaú-CorpBanca Merger. Those conditions include: approval of the Transaction Agreement by CorpBanca shareholders, receipt of all required regulatory approvals, absence of orders preventing or suspending consummation of the Transactions, receipt of specified consents, the accuracy of the representations and warranties by both parties, performance by both parties of their covenants and agreements, the execution and delivery by both parties of the Shareholders’ Agreement and certain pledge agreements, and the absence of any circumstance, occurrence or change that has had a material adverse effect on any of the parties. These conditions to the closing of the Transactions may not be fulfilled and, accordingly, the merger may not be completed. As discussed in Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings, shareholders have commenced an action that purports to seek an order enjoining the Itaú-CorpBanca Merger. In addition, if the Transactions are not completed by the second anniversary from the date of the Transaction Agreement, either CorpBanca or Itaú Chile may choose not to proceed with the Transactions, and any party can unilaterally decide to terminate the Transaction Agreement.

RISKS RELATING TO OUR SECURITIES

U.S. securities laws do not require us to disclose as much information to investors as a U.S. issuer is required to disclose, and you may receive less information about us than you might otherwise receive from a comparable U.S. company

The corporate disclosure requirements applicable to us may not be equivalent to the requirements applicable to a U.S. company and, as a result, you may receive less information about us than you might otherwise receive in connection with a comparable U.S. company. We are subject to the periodic reporting requirements of the

 

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Securities Exchange Act of 1934, as amended, or the Exchange Act, that apply to “foreign private issuers.” The periodic disclosure required of foreign private issuers under the Exchange Act is more limited than the periodic disclosure required of U.S. issuers.

We are required only to file an annual report on Form 20-F, but we are not required to file any quarterly reports. A U.S. registrant must file an annual report on Form 10-K and three quarterly reports on Form 10-Q.

We are required to furnish current reports on Form 6-K, but the information that we must disclose in those reports is governed primarily by Chilean law disclosure requirements and may differ from Form 8-K’s current reporting requirements imposed on a U.S. issuer.

We are not subject to the proxy requirements of Section 14 of the Exchange Act and our officers, directors and principal shareholders are not subject to the short swing insider trading reporting and recovery requirements under Section 16 of the Exchange Act.

Our status as a controlled company and a foreign private issuer exempts us from certain of the corporate governance standards of the New York Stock Exchange, or the NYSE, limiting the protections afforded to investors

We are a “controlled company” and a “foreign private issuer” within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a controlled company is exempt from certain NYSE corporate governance requirements. In addition, a foreign private issuer may elect to comply with the practice of its home country and not to comply with certain NYSE corporate governance requirements, including the requirements that (i) a majority of our board of directors (directorio), or Board of Directors, consist of independent directors, (ii) a nominating and corporate governance committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (iii) a compensation committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (iv) an annual performance evaluation of the nominating and corporate governance and compensation committees be undertaken, and (v) the members of the audit committee meet the Exchange Act Rule 10A-3(b)(1) independence requirements. We currently use these exemptions and intend to continue using these exemptions. Accordingly, you will not have the same protections afforded to investors in companies that are subject to all NYSE corporate governance requirements. See “Item 16G. Corporate Governance” for a comparison of the corporate governance standards of the New York Stock Exchange and Chilean practice.

Certain actions by our principal shareholder may have an adverse effect on the future market value of our securities and may have interests that differ from those of our other shareholders

Our controlling shareholder is Corp Group Banking S.A., which in turn is controlled by Mr. Alvaro Saieh Bendeck. As of December 31, 2013, together with members of his family, Mr. Saieh Bendeck and his family had an indirect ownership of 75.6% of Corp Group Banking S.A. and 51.4% of CorpBanca’s outstanding common shares through such holding company and also through other investment companies such as Compañía Inmobiliaria y de Inversiones Saga S.A., or Saga, a company owned by Mr. Saieh Bendeck and his family. In addition, Mr. Saieh Bendeck currently holds shares with sufficient voting power under Chilean law to approve substantially all of the forms of corporate action subject to decision by shareholders’ meetings (except for certain actions subject to supermajority approval according to Chilean law), including the distribution of dividends (above the legal minimum of 30% of net profits), to elect a majority of the nine members of the Board of Directors, to direct our management and to control substantially all matters that are to be decided by a vote of shareholders, including fundamental corporate transactions.

 

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Investors may find it difficult to enforce civil liabilities against us or our directors, officers and controlling persons

We are organized under the laws of Chile, and our principal place of business (domicilio social) is in Santiago, Chile. Most of our directors, officers and controlling persons reside outside of the United States. In addition, all or a substantial portion of our assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States on such persons or to enforce in Chile judgments rendered by United States courts against them, including in any action based on civil liabilities under the United States federal securities laws.

RISKS RELATING TO OUR ADSs AND COMMON SHARES

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

A lack of liquidity in the markets may develop for our ADSs, which would negatively affect the ability of the holders to sell our ADSs or the price at which holders of our ADSs will be able to sell them. Future trading prices of our ADSs will depend on many factors including, among other things, prevailing interest rates, our operating results and the market for similar securities.

Our common shares underlying the ADSs are listed and traded on the Santiago Stock Exchange and the Chilean Electronic Exchange, although the trading market for the common shares is small by international standards. As of December 31, 2013, we had 340,358,194,234 common shares. Although ADS holders are entitled to withdraw common shares underlying ADSs from the depositary at any time, the Chilean securities markets are substantially smaller, less liquid and more volatile than major securities markets in the United States. As of December 31, 2013, our non-controlling shareholders held approximately 48.6% of our outstanding common shares. A limited trading market in general and our concentrated ownership in particular may impair the ability of an ADS holder to sell in the Chilean market any common shares obtained upon withdrawal of such common shares from our ADR facility in the amount and at the price and time such holder desires, and could increase volatility of the price of the common shares in the form of ADSs.

In addition, according to article 14 of the Ley de Mercado de Valores, Law No. 18,045, or the Chilean Securities Market Law, the Chilean Superintendency of Securities and Insurance, or SVS, may suspend the offer, quotation or trading of shares of any company listed on the Chilean stock exchanges for up to 30 days if, in its opinion, such suspension is necessary to protect investors or is justified for reasons of public interest. Such suspension may be extended for up to 120 days. If, at the expiration of the extension, the circumstances giving rise to the original suspension have not changed, the SVS will then cancel the relevant listing in the registry of securities. Furthermore, the Santiago Stock Exchange may inquire as to any movement in the price of any securities in excess of 10% and suspend trading in such securities for a day if it is deemed necessary. These and other factors may substantially limit your ability to sell the common shares underlying your ADSs at a price and time at which you wish to do so.

The issuance or sale, of a substantial number of our ADSs and common shares, or the perception of a potential issuance or sale, may adversely affect the market price of our ADSs and common shares

The market price for our common shares may vary significantly in the event a significant number of our common shares is issued or sold by us, our directors and officers or any other relevant shareholders or in the event there is a perception in the market that we, our directors and officers or a relevant shareholder intends to issue or sell, as the case may be, a significant number of common shares.

You may be unable to exercise preemptive rights

The Ley Sobre Sociedades Anónimas, Law No. 18,046 and the Reglamento de Sociedades Anónimas, which we refer to collectively as the Chilean Corporations Law, and applicable regulations establish that whenever we issue new common shares for cash, we are obligated by law to grant preemptive rights to all of our shareholders (including the depositary on behalf of the holders of ADSs), giving them the right to purchase a sufficient number of shares to maintain their existing ownership percentage. However, we may not be able to offer shares to United States holders of ADSs pursuant to preemptive rights granted to our shareholders in connection with any future

 

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issuance of common shares unless a registration statement under the U.S. Securities Act of 1933, as amended, or the Act, is effective with respect to such rights and common shares, or an exemption from the registration requirements of the Act is available.

Our existing shareholders who do not participate in any future preemptive rights offering will suffer an immediate dilution of their percentage equity participation in us. In addition, investors who purchase ADSs or common shares may be subject to dilution of their equity participation in us upon the completion of any future preemptive rights offering. Investors will not know the extent to which they will be diluted until the expiration of any future preemptive rights offering in Chile.

We may also need to seek additional funding in the financial and capital markets in the future. We may resort to public or private offerings of common shares, including common shares in the form of ADSs, or securities convertible or exchangeable into, or that in any other manner allow for the subscription of, common shares, including common shares in the form of ADSs. Any public or private offering of common shares, including common shares in the form of ADSs, or securities convertible or exchangeable into ADSs or common shares, may dilute our existing shareholders’ interests in us or may have an adverse impact on the value of our ADSs and common shares.

You may have fewer and less well defined shareholders’ rights than with shares of a company in the United States

Our corporate affairs are governed by our Estatutos Sociales, or By-laws, 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, under legislation applicable to Chilean banks, our shareholders would not be entitled to appraisal rights in the event of a merger or other business combination undertaken by us.

Holders of ADSs are not entitled to attend shareholders’ meetings, and they may only vote through the depositary

Under Chilean law, a shareholder is required to be registered in our shareholders’ registry at least five business days before a shareholders’ meeting in order to vote at such meeting. A holder of ADSs will not be able to meet this requirement, and accordingly is not entitled to vote at shareholders’ meetings, because the shares underlying the ADSs will be registered in the name of the depositary. While a holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs in accordance with the procedures provided for in the deposit agreement, a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so. In certain instances, a discretionary proxy may vote our shares underlying the ADSs if a holder of ADSs does not instruct the depositary with respect to voting. In addition, the vote of a holder of ADSs may not be necessary to approve certain matters since under Chilean law, substantially all of the forms of corporate action can be approved with the votes of our controlling shareholder in a duly summoned shareholders’ meeting, Corp Group Banking and other investment companies such as Saga, which are owned by Mr. Saieh Bendeck and his family, except for certain matters requiring supermajority approval according to Chilean law.

U.S. holders of our ADSs or common shares could suffer adverse tax consequences if the Company is characterized as a passive foreign investment company.

If you are a U.S. holder (as defined in “Item 10. Additional Information—E. Taxation—U.S. federal income tax considerations”) and we are a passive foreign investment company, or PFIC, for any taxable year during which you own our ADSs or common shares, you could be subject to adverse U.S. tax consequences. As of the date of this Annual Report, we do not expect to be classified as a PFIC for U.S. federal income tax purposes for our current taxable year or for any taxable year in the foreseeable future. However, the determination of whether we are a PFIC is made on an annual basis and will depend on the composition and nature of our income and the composition, nature and value of our assets from time to time, and therefore no assurance can be provided regarding our PFIC status. You should consult your tax advisor regarding the U.S. federal, state and local and other tax consequences of owning and disposing of the ADSs or common shares in your particular circumstances. See Item 10. Additional Information—E. Taxation—U.S. federal income tax considerations”, for additional information related to the PFIC rules and their application to the bank.

 

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Holders of the ADSs or our common shares could be subject to a 30% U.S. withholding tax.

Pursuant to Sections 1,471 through 1,474 of the Code and U.S. Treasury Regulations promulgated thereunder, 30% withholding tax may be imposed on all or some of the payments on the ADSs or our common stock after December 31, 2016 to holders and non-U.S. financial institutions receiving payments on behalf of holders that, in each case, fail to comply with information reporting, certification and related requirements. This withholding tax, if it applies, could apply to any payment made with respect to the ADSs or our common stock, and ADSs or shares of our common stock held through a non-compliant institution may be subject to withholding even if the holder otherwise would not be subject to withholding. U.S. holders are urged to consult their tax advisers regarding the application of these rules to their ownership of the ADSs or our common stock. See Item 10. Additional Information—E. Taxation—U.S. federal income tax considerations”, for additional information related to these rules and their application to holders of ADSs or our common shares.

Exchange controls and withholding taxes in Chile may limit repatriation of your investment.

Equity investments in Chile by persons who are not Chilean residents are generally subject to various exchange control regulations that govern the repatriation of investments and earnings. The ADSs are governed by an agreement among us, the depositary and the Central Bank of Chile, or the Foreign Investment Agreement. The Foreign Investment Agreement grants the depositary and the holders of the ADRs access to Chile’s Formal Exchange Market, permits the depositary to remit dividends it receives from us to the holders of ADSs and permits the holders of ADSs to repatriate the proceeds of the sale of shares withdrawn from the ADR facility, thereby enabling them to acquire on more favorable terms currencies necessary to repatriate investments in the shares and earnings therefrom.

Pursuant to current Chilean law, the Foreign Investment Agreement may not be amended unilaterally by the Central Bank of Chile, and there are judicial precedents (which are not binding with respect to future judicial decisions) indicating that the Foreign Investment Agreement may not be voided by future legislative changes.

Dividends received by holders of ADSs are paid net of foreign currency exchange fees and fees and expenses of the depositary and are subject to Chilean withholding tax, currently imposed at a rate of 35%, subject to credits in certain cases as described under “Item 10. Additional Information—E. Taxation—Chilean Tax Considerations”. In order to facilitate capital movements from and into Chile and to encourage foreign investment, the Central Bank of Chile eliminated foreign exchange restrictions and adopted the Compendium of Foreign Exchange Regulations (Compendio de Normas de Cambios Internacionales) effective April 19, 2001.

We cannot assure you that additional Chilean restrictions applicable to the holders of ADRs, the disposition of the shares underlying the ADRs or the repatriation of the proceeds from such disposition or the payment of dividends will not be imposed in the future, nor can we advise as to the duration or impact of such restrictions if imposed. If for any reason, including changes in the Foreign Investment Agreement or Chilean law, the depositary was able to convert Chilean pesos to U.S. dollars, investors would receive dividends or other distributions, if any, in Chilean pesos.

 

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ITEM 4.            INFORMATION ON THE COMPANY

A.        HISTORY AND DEVELOPMENT OF THE COMPANY

We are a publicly traded company (sociedad anónima) organized under the laws of Chile and licensed by the SBIF to operate as a commercial bank. Our legal and commercial name is CorpBanca. Our principal executive offices are located at Rosario Norte 660, Las Condes, Santiago, Chile. Our telephone number is 56-22-660-8000 and our website is www.CorpBanca.cl. Our agent in the United States is CorpBanca New York Branch, Attention: Fernando Burgos Concha, located at 885 Third Avenue, 33rd Floor, New York, NY 10022. Information set forth on our website does not constitute a part of this Annual Report. CorpBanca is organized under the laws of Chile and its subsidiaries are organized under the laws of Chile and Colombia. The terms “CorpBanca,” “the bank,” “we,” “us” and “our” in this Annual Report refer to CorpBanca together with its subsidiaries unless otherwise specified.

HISTORY

We are Chile’s oldest operating bank, incorporated as Banco de Concepción by Decree No. 180 of the Ministry of Finance on October 3, 1871, and legally began operations as a bank on October 16th of the same year. We were founded by a group of residents of the City of Concepción, Chile, led by Aníbal Pinto, who would later become President of Chile. In 1971, Banco de Concepción was transferred to a government agency, Corporación de Fomento de la Producción (the Chilean Corporation for the Development of Production, or CORFO). Also in 1971, Banco de Concepción acquired Banco Francés e Italiano in Chile, which provided for the expansion of Banco de Concepción into Santiago. In 1972 and 1975, the bank acquired Banco de Chillán and Banco de Valdivia, respectively. In November 1975, CORFO sold its shares of the bank to private business persons, who took control of the bank in 1976. In 1980, the name of the bank was changed to Banco Concepción. In 1983, control of Banco Concepción was assumed by the SBIF. The bank remained under the control of the SBIF through 1986, when it was acquired by Sociedad Nacional de Minería (the Chilean National Mining Society, or SONAMI). Under SONAMI’s control, Banco Concepción focused on providing financing to small- and medium-sized mining interests, increased its capital and sold a portion of its high-risk portfolio to the Central Bank of Chile. Investors led by Mr. Alvaro Saieh Bendeck purchased a majority interest of Banco Concepción from SONAMI in 1996. For over 20 years, Mr. Saieh Bendeck has directed the acquisition, creation and operation of a number of commercial banks, mutual fund companies, insurance companies and other financial entities in Chile and other parts of Latin America.

Following our acquisition by Mr. Alvaro Saieh Bendeck in 1996, we began to take significant steps to improve our credit risk policies, increase operating efficiency and expand our operations. These steps included applying stricter provisioning and charge-off standards to our loan portfolio, cost cutting measures and technological improvements. We also changed our name to CorpBanca and hired a management team with substantial experience in the Chilean financial services industry. Several of our senior officers, prior to joining CorpBanca, were employed by Banco Osorno y La Union prior to its merger with Banco Santander-Chile in 1996. In addition, we significantly expanded our operations in 1998 through the acquisition of the consumer loan division of Corfinsa (which was formerly a consumer loan division of Banco Sud Americano, currently Scotiabank Chile) and the finance company Financiera Condell S.A. In November 2002, we completed the largest equity capital-raising transaction in Chile during that year, providing us with Ch$111,732 million (approximately US$238.9 million using the exchange rate that was in effect as of December 31, 2002) in capital to help implement our growth strategies. During this time, we consolidated our information technology systems into a single, integrated platform, Integrated Banking System, or IBS, a central information system that replaced a number of systems, providing us with a single, central electronic database that gives us up-to-date customer information in each of our business lines and calculates net earnings and profitability of each product and client segment.

On June 22, 2012, we finalized the acquisition from Banco Santander S.A., a sociedad anónima bancaria organized under the laws of the Kingdom of Spain, of (i) 91.9% equity interest in Banco Santander Colombia, now known as CorpBanca Colombia, (ii) a 99.96% (direct and indirect) equity interest in Santander Investment Valores Colombia S.A., now known as CorpBanca Investment Valores Colombia S.A., or CIVAL, a licensed securities broker dealer operating in Colombia and (iii) a 99.99% equity interest in Santander Investment Trust Colombia S.A., now known as CorpBanca Investment Trust Colombia S.A., or CIT Colombia, a financial services company operating in Colombia that specializes in fund administration and trust and custodial services. Banco Santander Colombia, CIVAL and CIT Colombia currently operate under the CorpBanca brand name.

 

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On October 9, 2012, an affiliate of CorpBanca Group entered into the HB Purchase Agreement, with affiliates of Helm Corporation, to acquire up to a 100% equity interest in the common shares of Helm Bank, including its subsidiaries in Colombia, Helm Comisionista de Bolsa S.A. and Helm Fiduciaria S.A., its subsidiaries in Panama, Helm Bank S.A. (Panama) and Helm Casa de Valores S.A. (Panama) and its subsidiary in the Cayman Islands, Helm Bank S.A. (Cayman I.), with the intent to merge Helm Bank with and into CorpBanca Colombia S.A. with CorpBanca Colombia S.A. as the surviving corporation. The total consideration for the acquisition of Helm Bank by CorpBanca Colombia, which includes 100% of the issued and outstanding shares of Helm Bank and its subsidiaries, was approximately US$1,320 million.

On August 6, 2013, and in a first step of the Helm Bank Acquisition, Banco CorpBanca Colombia S.A. acquired 2,387,387,295 ordinary shares of Helm Bank S.A., representing 58.89 % Helm Bank’s ordinary shares (approximately 51.61% of the ordinary and preferred shared issued by Helm Bank) and, therefore, acquired control of Helm Bank S.A. and its subsidiaries, Helm Comisionista de Bolsa S.A., Helm Fiduciaria S.A., Helm Bank S.A. (Panamá), Helm Casa de Valores S.A. (Panamá) and Helm Bank S.A. (I. Caymán). On August 29, 2013, and in a second step of the Helm Bank Acquisition, Banco CorpBanca Colombia S.A. acquired 1,656,579,084 ordinary shares of Helm Bank S.A., representing another 40.86% of the ordinary shares, for a total of approximately 99.75% of the ordinary shares (approximately 87.42% of the ordinary and preferred shared issued by Helm Bank).

In order to finance the Helm Bank Acquisition, CorpBanca Colombia raised capital in an amount equal to US$1,014 million and financed the remainder of the acquisitions with its own funds. The capital increase was subscribed to by (i) CorpBanca (in the amount of approximately US$353 million), (ii) Helm Corporation investing indirectly, together with another main former shareholder of Helm Bank (in the aggregate amount of approximately US$473 million) and (iii) CorpGroup (in the amount of approximately US$188 million). As a result of this capital raise, our stake in CorpBanca Colombia was diluted to 66.39%

In the end of the fourth quarter of 2013, CorpBanca Colombia initiated a public tender offer to repurchase all of the outstanding non-voting preferred shares of Helm Bank. The tender offer was completed in January 2014 and resulted in CorpBanca Colombia purchasing 568,206,073 non-voting preferred shares issued by Helm Bank, representing to 99.38% of the 571,749,928 authorized and issued non-voting preferred shares of Helm Bank. As a result of the purchase through this tender offer, CorpBanca Colombia became a 99.70% owner of Helm Bank, when combined with the 4,044,135,318 common shares already owned by CorpBanca Colombia prior to the tender offer.

As a result of the steps we have taken since the 1996 acquisition, we have developed a number of significant competitive strengths that we believe will continue to contribute to our growth potential. These include operating efficiencies, improved asset quality, an experienced management team, and a strong technological infrastructure. We believe that these strengths position us well for continued growth in the Chilean and Colombian financial services industries.

Our loan portfolio (excluding loans to banks) has grown at a compounded annual growth rate in nominal terms of 33.7% between December 31, 2010 and December 31, 2013. As of December 31, 2013, according to the SBIF, we were the fourth largest private bank in Chile in terms of the overall size of our loan portfolio (11.5% market share on a consolidated basis and 7.3% market share on an unconsolidated basis only taking into account our operations in Chile, each as reported to the SBIF calculated under local regulatory and accounting principles). As of December 31, 2013, we had total assets of Ch$17,482,631 million, including total loans of Ch$12,897,681 million, shareholders’ equity (excluding net income for the trailing twelve months and provision for mandatory dividend) of Ch$1,346,007 million and our return on average shareholders’ equity was 12.4% for the trailing twelve months. For the year ended December 31, 2013, we had net interest income of Ch$457,690 million and net income of Ch$175,239 million.

Our risk management strategy has enabled us to maintain what we believe are solid solvency ratios and risk indicators, notwithstanding recent high levels of volatility in the financial markets. As of December 31, 2013, we had a BIS Ratio of 13.2% and allowance for loan losses to total loans of 1%. We have achieved an average annual return on equity of 18.5% between 2010 and 2013. As of December 31, 2013, we had 123 branches and 504 ATMs in Chile and 172 branches and 182 ATMs in Colombia.

 

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The Announced Itaú-CorpBanca Merger

Pursuant to CorpBanca’s regionalization strategy, during 2013, CorpBanca conducted a process involving several Latin American and global banks as potential partners in order to explore a strategic alliance to further expand CorpBanca’s reach and capabilities. Consequently, after conducting a comprehensive and competitive process for identifying a merger partner, on January 29, 2014, we and our controlling shareholders entered into a Transaction Agreement with Itaú Chile and its parent entity, Itaú Unibanco, whereby we agreed to merge with Itaú Chile, or the Transaction Agreement. As part of that process, we retained two investment banks (Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co.) as financial advisors in connection with the merger transaction and with the purpose of conducting the process. We and our financial advisors contacted multiple well-known international and Chilean banks who were believed to potentially be interested in a merger. The goal of the process was to obtain the best transaction (in terms of value and certainty of closing) for us and all of our shareholders. After a thorough analysis by us and our financial advisors and Chilean and U.S. legal advisors of the indications of interest received from the different parties and discussions with certain of the parties, we concluded that Itaú Chile offered the best available transaction for us and all our shareholders.

The Itaú-CorpBanca Merger is subject to regulatory approvals from the Brazilian, Colombian, Chilean, Panamanian and United States regulators and also subject to the approval of the shareholders of CorpBanca and Itaú Chile. Assuming such approval is granted, and subject to customary closing conditions, Itaú Chile will merge with and into CorpBanca, with CorpBanca as the surviving entity. The name of the merged bank will be Itaú-CorpBanca. We expect the Itaú-CorpBanca Merger to close in the fourth quarter of 2014 or the first quarter of 2015.

After closing of the Itaú-CorpBanca Merger, Itaú Unibanco and our current controlling shareholders will beneficially own 33.58% and 32.92% of our outstanding common shares, respectively. Prior to the closing of the Itaú-CorpBanca Merger, Itaú Unibanco will inject $652 million into Itaú Chile in a capital increase. In connection with the Transaction Agreement, our controlling shareholders have agreed that at the closing of the Itaú-CorpBanca Merger, they will enter into the Itaú-CorpBanca Shareholders Agreement, whereby Itaú Unibanco will control the merged bank, or Itaú-CorpBanca, after the consummation of the Itaú-CorpBanca Merger. For a description of the Itaú-CorpBanca Shareholders Agreement and the Transaction Agreement, see Item 10. Additional Information—C. Material Contracts.

Pursuant to the Transaction Agreement, after the closing of the Itaú-CorpBanca Merger, Itaú-CorpBanca will acquire the operations of Itaú Unibanco in Colombia by acquiring the shares of Itaú Colombia at an aggregate price equivalent to their book value of approximately $170 million. Alternatively, if the minority shareholders of CorpBanca Colombia accept the offer to sell their shares in CorpBanca Colombia to Itaú-CorpBanca after the closing of the Itaú-CorpBanca Merger, Itaú-CorpBanca will acquire the operations of Itaú Unibanco through a merger of Itaú Colombia with and into CorpBanca Colombia. To that effect, Itaú-CorpBanca will offer to acquire the CorpBanca Colombia shares held by the minority shareholders of CorpBanca Colombia representing 33.6% of the outstanding shares (including the shares indirectly owned by Inversiones Corp Group Interhold Limitada, or Interhold and Inversiones Gasa Limitada, or Gasa and together with Interhold, CorpGroup Parent, representing 12.38% of CorpBanca Colombia’s outstanding capital stock and that CorpGroup Parent has agreed to sell to Itaú-CorpBanca), through a cash offer in the aggregate amount of $894 million. This offer to purchase for cash implies a valuation of CorpBanca Colombia of approximately $2.66 billion (which is the same valuation assigned to CorpBanca Colombia for the purpose of determining the valuation of CorpBanca for the Itaú-CorpBanca Merger). If the minority shareholders of CorpBanca Colombia agree to sell their shares, our shareholders could benefit even further from synergies resulting from the merger of CorpBanca Colombia and Itaú Colombia.

The Itaú-CorpBanca Merger is expected to be beneficial to us and all of our shareholders for the following principal strategic reasons:

 

   

Itaú-CorpBanca would be the fourth largest private bank in Chile measured by total loans with a 12.2% market share (compared to the 7.3% market share we have on a stand-alone basis) as of December 31, 2013;

   

we and Itaú Chile have complementary segments, products and lines of business;

   

the combination of both banks would result in a merged bank with a solid capital base and improved funding profile;

 

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the merger’s potential to generate significant synergies; and

   

the combination of our and Itaú Unibanco’s operations in Colombia would provide the merged bank with a strong framework to reach a stronger position in the Colombian market.

We believe that the Itaú-CorpBanca Merger represents a significant opportunity to generate synergies that we believe will translate into financial savings and cost reductions in various aspects of our business starting on the third anniversary of the closing of the merger. From a human resources perspective, we expect to capitalize on relevant synergies relating to the optimization of the merged bank’s organizational structures, which we estimate will result in savings amounting to approximately $15 million to $18 million. Furthermore, we estimate that savings associated with scalable IT systems will amount to approximately $16 million to $19 million and other savings derived from an enhanced branch network will be in the range of approximately $8 million to $10 million. Moreover, we expect reductions in administrative expenses and costs of services by service providers of both Itaú Chile and us in the range of $15 million to $18 million.

In addition, we also expect significant improvements in our funding costs compared to the cost of funding we have today, as well as substantial revenue synergies (which were not considered in the cost synergies described above). Assuming fully phased-in after-tax synergies of approximately $80 million per year during the first three years after the consummation of the Itaú-CorpBanca Merger, and excluding one-time integration costs of approximately $85 million to be incurred during those first three years, the transaction will be accretive from an earnings per share perspective for all our shareholders from the first year after the closing.

We also expect a significant improvement in the capital position of the merged bank. We will combine our current Tier I Capital of approximately $2.7 billion with Itaú Chile’s $1.9 billion, providing the merged bank with a considerably larger capital base to support further growth.

From a commercial and strategic perspective, the Itaú-CorpBanca Merger is expected to create a regional leader and constitute a unique opportunity for us to partner with a leading financial institution in the region. Itaú Unibanco is the largest private financial institution in Brazil and a premier franchise in Latin America, which will allow us to benefit from the strength of a partner with a market capitalization, as of May 14, 2014 of approximately $83 billion in our existing markets while enhancing opportunities for growth in other markets, by leveraging Itaú Unibanco’s global client relationships and enabling the merged bank to expand its banking products’ offering. The enhanced footprint that Itaú-CorpBanca will have in Chile and Colombia is expected to provide greater scale and resources to grow and compete more effectively in those countries, consolidating our position as the fourth largest private bank in Chile measured by total loans with a combined market share of 12.2% as of December 31, 2013 (compared to the 7.3% market share that we had as of December 31, 2013). In addition, this enhanced footprint will function as a platform to expand in the region, in particular into Peru and Central America.

CAPITAL EXPENDITURES

The following table reflects our capital expenditures in the years ended December 31, 2011, 2012 and 2013:

 

     For the Year Ended December 31,  
     2011      2012      2013  
     (in millions of Ch$)  

Land and buildings

     91         173         3,874   

Machinery and equipment

     1,519         3,335         2,908   

Furniture and fixtures

     2,867         2,162         2,894   

Vehicle

             58         3   

Other

     6,434         17,767         24,686   
  

 

 

    

 

 

    

 

 

 

Total

     10,911         23,495         34,366   
  

 

 

    

 

 

    

 

 

 

The Ch$3,701 million increase in land and buildings expenditures was mainly due to acquisitions in Colombia of CorpBanca Colombia’s facilities for its operating and central processing areas. The Ch$24,686 million

 

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in other capital expenditures corresponds to Ch$6,249 million for software and computer equipment acquisitions in Colombia and Ch$18,437 million for investments in IT projects in Chile. Capital expenditures are financed through our own funds.

Capital divestitures resulted in a gain in sale of 31 real estate assets owned by CorpBanca corresponding to the properties where CorpBanca’s branches operate in the amount of Ch$25,164 million as of December 31, 2013 as compared to Ch$1,335 million in 2012 and Ch$17 million in 2011. See Notes 14 and 32 of our audited consolidated financial statements included herein.

 

B.

BUSINESS OVERVIEW

COMPETITIVE STRENGTHS

We believe that our current profitability and competitive advantages are the result of the following strengths:

Strong Market Position and Financial Performance

We believe that our strong position in the Chilean market has assisted us in achieving higher and more stable profits than our competitors. We are among the market leaders in Chile, ranking fourth among private banks in total loans with 11.5% market share on a consolidated basis and 7.3% market share on an unconsolidated basis in the Chilean market only taking into account our operations in Chile and fourth in deposits with 11.1% market share on a consolidated basis and 7.8% market share among private banks on an unconsolidated basis in the Chilean market only taking into account our operations in Chile, each as of December 31, 2013. We have grown our market share in total loans by 416 basis points during the 2010-2013 period on a consolidated basis. During the third quarter of 2013, CorpBanca added US$5.3 billion in loans through the acquisition of Helm Bank, which accounted for the 216 basis points increase in market share on a consolidated basis. This increase in market share was partly offset by a decrease of almost 1% of market share on an unconsolidated basis (only taking into account our operations in Chile) due to our focus on increasing profitability and liquidity in Chile during the third quarter of 2013. In addition to our growth in market share, we achieved record profits for CorpBanca during the 2010-2013 period. For the three years ended December 31, 2013, we had net income of Ch$117,318 million, Ch$119,153 million and 175,239 million, respectively.

Pending Itaú-CorpBanca Merger

We believe that the pending Itaú-CorpBanca Merger will provide us a competitive advantage over our competitors. In particular, the merger is expected to provide us with the opportunity to partner with a premier Latin American franchise and give us the ability to leverage Itaú Unibanco´s strong global client relationships. Itaú-CorpBanca is expected to be the fourth largest private bank in Chile with US$43 billion in assets, US$33 billion in loans and US$27 billion in deposits. With this greater scale, the institution is expected to be able to exploit various cross-selling opportunities benefit from additional synergies through (i) the optimization of cost structures, (ii) savings derived from an enhanced branch network, (iii) savings derived from scalable IT systems, (iv) improvements in the cost of funding and (v) the ability to further leverage Tier I Capital. In addition, we and Itaú Chile have complementary segments, products and lines of business, and the combination of the entities is expected to result in a merged bank with a solid capital base and a strong framework to reach a stronger position in the Colombian market.

Diversified Footprint in Chile and Colombia

We believe that our successful acquisition and integration of Banco Santander Colombia and Helm Bank gives us a distinct advantage over our competitors in Chile and Colombia. We are the first and, as of the date of this Annual Report, the only Chilean based bank to acquire a universal bank in Colombia. The resulting entity is expected to be the fifth largest bank in Colombia.

 

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Experienced Management Team

Our qualified and experienced management teams have played an important role in guiding our growth. Our largest shareholder, Mr. Alvaro Saieh Bendeck who resigned as Chairman of the Board in February 2012, has over 27 years of experience in the Chilean financial industry. Mr. Saieh Bendeck is committed to continuing his relationship with CorpBanca on matters concerning strategic development, control and new business. Our Chairman of the Board of Directors, Mr. Jorge Andrés Saieh Guzmán, who became Chairman of the Board in February 2012, has over 14 years experience as a member of the Board of Directors and more than three years experience as First Vice Chairman. Our CEO, Fernando Massú, has over 30 years of experience in the banking and financial services industry, and is expected to continue to serve as a member of the Board of Directors after the Itaú-CorpBanca Merger has come into effect. Our Chief Financial Officer, or CFO, Eugenio Gigogne, has over 24 years of experience in the banking and financial services industry. The CEO of CorpBanca Colombia, Jaime Munita Valdivieso, has over 20 years of experience in the banking and financial services industry. The members of the board of directors of both CorpBanca Colombia and Helm Bank also have a wealth of experience in the Colombian market and the banking and financial services industry. As set forth in the Transaction Agreement, after closing, the CEO of Itaú-CorpBanca is expected to be Boris Buvinic, who has served in the banking industry for over 20 years in Chile. Although, the composition of the board of directors of Itaú-CorpBanca is expected to materially change given the change of control in favor of Itaú Unibanco, Jorge Andrés Saieh Guzmán is expected to retain his position as Chairman of the board of directors.

Sound Risk Management

We believe that we have asset quality that is superior to the market average. We have maintained our asset quality, as evidenced by our ratio of non-performing loan to total loans of 1.1% as of December 31, 2013, and a ratio of charge-offs to average outstanding loans of 0.9% as of December 31, 2013. We believe that we have a risk management system that enables us to identify risks and resolve potential problems on a timely basis and we have made a series of investments to improve the technology we use to manage risk. We have also employed our risk management system and philosophy to identify potential acquisition targets with high asset quality.

Operating in a Stable Economic Environment within Latin America

We conduct a majority of our business in Chile and a significant amount of our business in Colombia. The Chilean and Colombian economies have demonstrated strong macroeconomic fundamentals in terms of GDP per capita with 4.1% and 4.3% growth and low inflation of 3.0% and 1.9% during 2013 in Chile and Colombia, respectively. The Chilean economy is generally recognized as among the most stable in Latin America, as evidenced by its investment grade ratings of “AA-” by Standard & Poor’s, A+ by Fitch Ratings and “Aa3” by Moody’s, the highest ratings in the region. Chile has consistently received investment-grade credit ratings since Standard & Poor’s and Moody’s started coverage in 1992 and 1994, respectively. Standard & Poor’s and Fitch Ratings have an investment grade rating of Colombia of “BBB”, with a “stable” outlook. Moody’s has an investment grade rating of Colombia of “Baa3”, with a “positive” outlook.

STRATEGY

Our strategy aims at enhancing our market position in the Chilean and Colombian financial services industry in terms of profitability, market share and service coverage. The key elements of our strategy are:

Continue to Grow our Operations Profitably as a Universal Bank

We seek to achieve organic growth by offering competitive products and services to our clients in all of our lines of business in Chile and Colombia. We believe that we have developed a successful wholesale banking business model, which allows us to realize high margins on the cross-selling of our products to our large corporate clients, and we intend to continue to expand our wholesale banking business model to our operations in Colombia. We are focusing our marketing and sales efforts on adapting this business model to apply to our SME clients in Chile and Colombia. Additionally, we believe that our strong franchise in the retail banking segment offers us the potential for significant growth in our loan portfolio, in the low-, mid—and high-income segments. In particular, we believe that there is significant opportunity to expand our wealth management business through the offering of unique investment products and opportunities that we benefit from as a member of CorpGroup. We believe Itaú and

 

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CorpBanca will be complementary banking operations given their market positions, which are expected to enhance our competitive positioning and help in the enrichment of our client servicing models. In addition, we seek to identify and pursue growth-enhancing strategic opportunities. We will continue to consider additional strategic acquisitions and alliances from time to time, inside and outside of Chile and Colombia.

Further Penetrate the Colombian Financial Services Market

We intend to capitalize on the growth of the Colombian market given that we believe that our Colombian operation will offer us significant opportunities for growth in the financial services industry. Specifically, we expect to benefit from the low banking penetration rates and growth in terms of GDP per capita in Colombia. Our Helm Bank Acquisition and the pending Itaú-CorpBanca Merger demonstrates our commitment to the Colombian financial services market. With respect to our current operations in Colombia, in order to improve operational efficiency and increase market share in key sectors, we intend to implement our commercial and operational standards and best practices of CorpBanca Colombia, while capitalizing on the local management expertise, customer base, services and products. We also intend to leverage our relationship with the International Finance Corporation, or IFC, to benefit our operations in Colombia.

Actively Pursue Cross-Selling Opportunities

We intend to increase our market share and profitability by continuing to cross-sell services and products to our existing clients. We have instituted processes that facilitate our ability to offer additional financial services to our clients, which we believe will increase our revenues from fees for value-added services. In addition, we cross-sell loan products to our checking and savings account customers that are tailored to their individual needs and financial situation. We also believe that our relationship with the companies that are controlled by Mr. Saieh Bendeck (that constitute CorpGroup) will allow us to add clients and increase our profitability in the near future. For example, we install our ATM machines and distribute our banking products in CorpGroup retail outlets throughout Chile.

Efficiency

We are committed to continuing to improve our operating efficiency and profitability. We continue to update our branch operations to allow for an increased level of customer “self-help”. We are also working to increase use of internet and mobile banking by our customers, offering better quality. This strategy has allowed us to win for the third year the Global Finance Award as Best Banking Website for Companies in Chile, in recognition of an online service excellence. We have implemented a central information system that provides us with a single, central electronic database that gives us up-to-date customer information in each of our business lines and calculates net earnings and profitability of each transaction, product and client segment savings. Our senior management continued to focus in implementing technological solutions aimed at identifying means of improving our overall profitability and optimize our cost structure, such as time deposits on line which have an innovative product of great success in Chile. Colombia implemented “AzulNet” the portal with new features for customers and optimizing technology platform for business customers and better response times. Through these initiatives, we will continue to strive to improve our efficiency ratio. As of December 31, 2013, we had a consolidated efficiency ratio of 49.3% (defined as operating expenses as a percentage of operating revenue with the aggregate of net interest income, fees and income from services (net), net gains from mark-to-market and trading, exchange differences (net) and other operating income (net)). This percentage represented a slightly decrease compared to 50.9% in 2012. Nevertheless, when we split Chile and Colombia from a management point of view, the recovery trend in Chile is much stronger: 41.8% vs. 47.5% in 2013 and 2012, respectively. On the other hand, Colombia is still very impacted by one-time costs due to the integration process between CorpBanca Colombia and Helm Bank and the intangible assets amortization costs which led to an efficiency ratio of 59.8% in 2013 (62.4% in 2012).

As a result of the recently announced partnership with Itaú, after the CorpBanca-Itaú Merger, we will enjoy several benefits, including a greater scale and resources to compete more effectively and more efficiently. The combined entity has the potential to generate significant synergies in Chile which will result in significant efficiency improvements.

 

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Focus on Building Customer Satisfaction.

The quality of service that we provide to our customers is key to our growth strategy. We not only focus on gaining new customers, but on strengthening and establishing long-term relationships. We believe this is done through a constant effort to identify and understand the needs of our clients and to measure their satisfaction. We continue to develop new processes and technological solutions to provide our clients with excellent customer service. This is a key component of our strategy in order to retain and create value whilst we integrate Helm Bank, CorpBanca and Itaú’s operations in the coming years.

Increase our Profitability by More Effectively Allocating our Capital

We continue to seek attractive opportunities to improve our profitability. The Helm Bank Acquisition is a good example of our strategic commitment to maximize the use of our capital to increase our profitability. Although we are constantly evaluating investment opportunities, our current focus is on integrating our Colombian operations.

OWNERSHIP STRUCTURE

The following diagram shows our ownership structure as of December 31, 2013:

 

LOGO

 

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The following diagram shows our ownership structure as of December 31, 2012:

 

LOGO

 

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PRINCIPAL BUSINESS ACTIVITIES

We provide a broad range of commercial and retail banking services to our customers. In addition, we provide financial advisory services, mutual fund management, insurance brokerage and securities brokerage services through our subsidiaries. The following chart sets forth our principal lines of business on a consolidated basis:

Representative Commercial Structure for CorpBanca and CorpBanca Colombia

 

 

LOGO

 

 

(1)

Also see “Item 5. Operating and Financial Review and Prospects—A. Operating Results” for a financial summary of our lines of business as of December 31, 2011, 2012 and 2013.

(2)

Only for CorpBanca.

The following chart sets forth a breakdown of our revenue by geographic market for the years ended December 31, 2011, 2012 and 2013:

 

     Net Interest Income by geographic market  
     Year ended December 31,  
     2011      2012      2013  
     (in millions of Ch$)  

CorpBanca Chile

     188,136         182,218         253,889   

CorpBanca Colombia(1)

        66,288         196,324   

CorpBanca New York

     4,864         8,370         7,477   
  

 

 

    

 

 

    

 

 

 

Total

     193,000         256,876         457,690   
  

 

 

    

 

 

    

 

 

 

 

 

(1)

Includes Helm Bank.

 

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The following table provides information on the composition of our loan portfolio net of allowances as of December 31, 2011 and 2012:

 

     As of December 31,  
     2011      2012      Variation      Variation  
     (in millions of Ch$)      (%)  

Commercial loans

     4,301,020         6,395,880         2,094,860         48.7%   

Foreign trade loans

     371,271         410,441         39,170         10.6%   

Current account debtors

     13,321         28,649         15,328         115.1%   

Factoring operations

     93,235         85,674         (7,561)         (8.1)%   

Leasing transactions

     289,392         338,018         48,626         16.8%   

Other loans and receivables

     77,756         157,157         79,401                     102.1%   

Subtotals

         5,145,995             7,415,819             2,269,824         44.1%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage loans

           

Letters of credit loans

     101,054         86,871         (14,183)         (14.0)%   

Endorsable mutual mortgage loans

     237,452         214,528         (22,924)         (9.7)%   

Other mutual mortgage loans

     781,734         1,182,672         400,938         51.3%   

Leasing transactions

     137         58         (79)         (57.7)%   

Other loans and receivables

     45,168         41,357         (3,811)         (8.4)%   

Subtotal

     1,165,545         1,525,486         359,941         30.9%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Consumer loans

           

Consumer loans

     251,674         766,277         514,603         204.5%   

Current account debtors

     24,881         28,618         3,737         15.0%   

Credit card

     53,765         154,034         100,269         186.5%   

Consumer leasing transactions

     721         777         56         7.8%   

Other loans and receivables

     69,364         102,879         33,515         48.3%   

Subtotal

     400,405         1,052,585         652,180         162.9%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     6,711,945         9,993,890         3,281,945         48.9%   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table provides information on the composition of our loan portfolio net of allowances as of December 31, 2012 and 2013:

 

     As of December 31,  
     2012      2013      Variation      Variation  
     (in millions of Ch$)      (%)  

Commercial loans

           

Commercial loans

     6,395,880         7,625,381         1,229,501         19.2%   

Foreign trade loans

     410,441         437,102         26,661         6.5%   

Current account debtors

     28,649         27,193         (1,456)         (5.1)%   

Factoring operations

     85,674         73,280         (12,394)         (14.5)%   

Leasing transactions

     338,018         811,462         473,444         140.1%   

Other loans and receivables

     157,157         219,684         62,527         39.8%   

Subtotals

         7,415,819             9,194,102             1,778,283         24.0%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage loans

           

Letters of credit loans

     86,871         73,831         (13,040)         (15.0)%   

Endorsable mutual mortgage loans

     214,528         194,788         (19,740)         (9.2)%   

Other mutual mortgage loans

     1,182,672         1,415,731         233,059         19.7%   

Leasing transactions

     58         260,145         260,087               448,425.9%   

Other loans and receivables

     41,357         37,513         (3,844)         (9.3)%   

Subtotal

     1,525,486         1,982,008         456,522         29.9%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Consumer loans

           

Consumer loans

     766,277         1,046,179         279,902         36.5%   

Current account debtors

     28,618         38,938         10,320         36.1%   

Credit card debtors

     154,034         226,281         72,247         46.9%   

Consumer leasing transactions

     777         21,437         20,660         2,658.9%   

Other loans and receivables

     102,879         262,697         159,818         155.3%   

Subtotal

     1,052,585         1,595,532         542,947         51.6%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

         9,993,890             12,771,642             2,777,752                       27.8%   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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All of the above categories except mortgage loans are combined into “Loans” as described in “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Average Balance Sheets, Income Earned from Interest Earning Assets and Interest Paid on Interest Bearing Liabilities”.

Commercial Banking

We offer a range of products and services to our business clients depending on their size, ownership structure and/or investments under management. Our commercial banking segments are served by two separate business divisions: Large, Corporate and Real Estate Companies. For the years ended 2011, 2012 and 2013, our combined total average corporate loans outstanding for our Large, Corporate and Real Estate Companies division and our Companies division amounted to Ch$4,010,275 million or 68.7% of total average loans and Ch$5,390,953 million or 57.2% of total average loans and Ch$5,631,462 million or 48.9% of total average loans, respectively.

Large, Corporate and Real Estate Companies This division serves large economic groups, state-owned companies, mining companies, utilities, energy, seaports, airports, public hospitals or any business with annual sales in excess of US$60 million. Our Large, Corporate and Real Estate Companies division focuses on offering clients a broad range of services tailored to fit their specific needs. These services include deposit-taking and lending in both Chilean pesos and foreign currencies, trade financing, general commercial loans, working capital loans, letters of credit, interest rate, foreign exchange derivatives (including foreign exchange options) and cash flow management. This division also serves our real estate and project finance customers. As of December 31, 2013, we had 1,631 Large, Corporate and Real Estate Companies banking customers. We also offer our wholesale banking customers securities brokerage and financial advisory services through our subsidiaries as well as those products and services available through our New York branch. (For the years ended 2011, 2012 and 2013, our total average corporate loans outstanding for our Large, Corporate and Real Estate Companies division amounted to Ch$2,798,129 million or 48% of total average loans, Ch$3,867,956 million or 41% of total average loans and Ch$3,843,701 million or 33.4% of total average loans, respectively).

Companies

Our Companies division provides services to businesses with annual sales of less than US$60 million in Santiago and no set limit throughout the rest of Chile, except for large economic groups and state-owned mining companies, utilities and energy companies, ports, airports and public hospitals. This division also serves small and medium-sized businesses and provides support to our factoring and leasing clients. Greater detail of each of these business areas are provided in the paragraphs found below.

This division offers our customers a broad range of financial products, including general commercial loans, working capital loans, trade finance, on-lending of financing originated by CORFO, overdraft credit lines, letters of credit, mortgage loans, term deposits, factoring and leasing. As of December 31, 2013, we had 18,668 customers in our Companies division.

Within our Companies division, we have a special unit focused on small and medium-size companies, with annual sales between US$200,000 and US$2 million. We are able to offer an array of products through our small and medium-sized business unit, including products (such as lines of credit) backed by governmental warranties created to develop small and medium-sized businesses.

 

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Retail Banking

We offer a range of products and services to our individual clients depending on their monthly income and/or net worth. Our retail banking divisions serve retail customers across all income levels, from low-income to high income individuals organized in two divisions: Traditional and Private Banking and Banco Condell.

Traditional and Private Banking

Traditional Banking

Our Traditional Banking Division is mainly oriented toward individuals with medium-high income levels (focused on clients with over Ch$1.2 million monthly income). Our traditional banking services are marketed and operated under the CorpBanca brand name. We offer our traditional and private banking clients products such as checking and deposit accounts, credit lines, credit and debit cards, personal installment loans, mortgage loans, insurance banking and time deposits, among others. In addition, we provide time deposits, mutual funds and savings accounts in Chilean pesos, Euros, UF and U.S. dollars, with a minimum term of seven days and no minimum amount for foreign-currency accounts.

Private Banking

Within our Private Banking Division, we provide private banking services to our high income and high net worth customers. We consider high income individuals to be customers with a monthly income in excess of US$10,000 or a net worth in excess of US$600,000. Each client under our private banking or “Private Banking” program is provided with a liaison officer who oversees the client’s entire relationship with us across all product lines. In addition to the products and services we provide to private banking customers, we offer tailored lending products designed to help keep their businesses growing. As of December 31, 2013, we had 8,415 Private Banking clients, an increase of 10.2% as compared to December 31, 2012.

For the year ended 2013, our Traditional and Private Banking Division had loans with an annual average balance of Ch$2,427,743 million or 21.1% of total average loans (a year-on-year increase of 17.4%).

We offer the following products and services, among others, to our traditional and private banking customers:

Checking and Deposit Accounts. Our main checking account product is our “Integral” checking account, through which customers are provided with a package of services including ATM cards, a credit line, MasterCard and American Express credit cards with credit levels established pursuant to the creditworthiness of the individual, fraud insurance and access to internet and telephone banking. As of December 31, 2013, we had approximately 73,302 retail checking accounts, an increase of 8.6% as compared to December 31, 2012. Additionally, this growth in retail checking accounts has not reduced the average balance per account which increased from Ch$96,531 million in 2012 to Ch$133,889 million in 2013.

Credit and Debit Cards. We issue MasterCard and American Express credit cards to our individual clients. In addition to traditional cards, we offer cards issued under certain specialized customer loyalty programs and tailor our marketing of credit card services to different groups based on personal income. Annual fees are charged to those customers who do not hold “Integral” accounts with us in order to promote cross-selling and provide full service to customers. As of December 31, 2013, we had 156,000 credit cards issued under the brand name CorpBanca, an increase of 6.2% as compared to December 31, 2012. Our promotions such as discounts on gasoline purchases have allowed us to excel in sales as well as usage-rates of this product. Also, we had 106,909 credit cards issued by our subsidiary SMU Corp S.A., or SMU Corp, under the brand name “Unimarc”, an increase of 5.8% as compared to December 31, 2012.

We also offer debit cards, which can be used for banking transactions at ATMs operating on the Redbanc, S.A., or Redbanc, network, as well as at retailers associated with the Redcompra program. Under this agreement, we have access to 8,856 ATMs (including BancoEstado’s ATMs) in Chile.

Mortgage Loans. We offer two types of mortgages: residential mortgages for the purchase of new and existing homes (including refinancing of existing residential mortgages) and other mortgages, which are loans for

 

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other purposes secured by real property owned by the customer. Our residential mortgage loans are UF-denominated and generally have maturities between five and 30 years. All of our mortgage loans are primary lien loans and are secured by a real property mortgage. Our lending criteria require minimum credit scores. These loans can be endorsed to a third party. These generally are financed by our general borrowings.

To reduce our exposure to interest rate fluctuations and inflation with respect to our residential mortgage UF-denominated portfolio, a portion of these mortgages are funded through the issuance of letters of credit loans in the Chilean financial market, which bear a real market rate of interest plus a fixed spread over the rate of variation of the UF. The letters of credit loans are exclusively used to finance certain mortgage loans that as of December 31, 2013 represented only 3.7% of our mortgage loan portfolio. At the time of approval, these types of mortgage loans cannot be more than 75% of the lower of the purchase price or the appraised value of the mortgaged property or such loan will be classified as a commercial loan. Letters of credit loans are general unsecured obligations, and we are liable for all principal and accrued interest on such letters.

Residential mortgage loans are financed with our general funds, particularly through the issuance of long-term subordinated bonds. In addition, we generally require that the monthly payments on residential mortgage loans do not exceed 25% of the borrower’s household after-tax monthly income.

We continue to increase our marketing efforts relating to our mortgage services. Our market penetration for mortgage products has historically been lower than our overall Chilean market share for all banking products, which as of December 31, 2013 was 5.7%. As a result of competitive pricing, product innovation, timely customer service, product knowledge as well as our overall focus on mortgage services, we have been able to achieve our recent results and increase our market share. This is the case as the ratios compare the collateral’s fair value to our loans and receivables portfolio values. Accordingly, our market share for mortgage products has grown from 5.35%, 6.3% and 5.7% as of December 31, 2011, 2012 and 2013, respectively. We intend to continue to grow in this market.

Where appropriate, we obtain collateral in respect of our loans and receivables from customers. The collateral normally takes the form of a real estate mortgage (i.e., urban and rural properties, agricultural lands, maritime vessels and aircraft, mineral rights and other assets) and liens (i.e., inventories, agricultural goods, industrial goods, plantations and other property pledged as security) over the customer’s assets. The existence and amount of collateral generally varies from loan to loan.

Consumer Loans. We offer personal consumer loans for a variety of purposes, including personal loans (with automatic payments deducted from a checking or credit card account and with life, home and/or unemployment insurance); university and post-graduate education loans (including life insurance). Our consumer loans are generally installment loans denominated in Chilean pesos or UF, bear interest at fixed or variable rates and typically have maturities up to five years with the exception of university and post-graduate education loans, which have maturities up to 10 years.

Lower Income Retail Banking (Banco Condell)

Our Lower Income Retail Banking Division operates under the trade name Banco Condell and is focused on clients with an annual income between Ch$2.4 million and Ch$7.2 million. Banco Condell has 56 standalone branches and its own brand identity.

Under the Banco Condell brand, we offer consumer lending, credit card services, mortgage loans, insurance and time deposits to the traditionally underserved low-to-middle income segments of the Chilean population. For the year ended 2013, our Banco Condell division managed loans with an annual average balance of Ch$155,801 million, or 1.4% of total loans. Improved economic conditions in Chile over the past decade have resulted in an increased demand for consumer credit by low- to middle-income individuals, whom we classify as persons with annual income lower than Ch$2.0 million. Many of these individuals have not had prior exposure to banking products or services. Through Banco Condell, we focus on developing and marketing products specifically oriented to individuals in this segment of the population while introducing them to the banking sector. We offer, among others, the following products and services to our lower income retail banking-Banco Condell customers:

Consumer Loans. We offer personal loans under the Banco Condell brand, including personal debt consolidation loans. These loans are generally denominated in Chilean pesos, repayable through equal monthly installments and typically have maturities up to five years. Life and unemployment insurance are mandatory in connection with these loans.

 

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Credit Cards. Under the Banco Condell brand, we provide MasterCard credit cards, which require the payment of an annual fee. However, this fee is waived if the card has transactions such as cash advances or purchases on a monthly basis. As of December 31, 2013, we had 2,340 credit cards issued under the brand name Banco Condell.

Mortgage Loans. Under the Banco Condell brand, we offer mortgage loans for the purchase of new and existing homes denominated in UF. 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.

Treasury and International

Our Treasury and International Division specializes in financial management and is largely responsible for our funding and liquidity as well as management of any gap on our balance sheet. In addition, through our Treasury and International Division we manage proprietary trading functions, market making and distribution and sales of flow and non flow instruments for our corporate clients. This division is responsible for obtaining foreign currency-denominated credit lines from financial institutions outside of Chile.

As of December 31, 2013, our outstanding loans from foreign banks were US$1,902.3 million with approximately 61 institutions in the U.S., Canada, Germany, France, Holland, England, Japan, Singapore, Switzerland and other countries including Latin America. The international global risk assets outstanding as of December 31, 2013 were US$1,567.5 million.

Colombia

CorpBanca Colombia

CorpBanca Colombia provides a broad range of commercial and retail banking services to its customers, operating principally in the cities of Bogotá, Medellín, Cali, Bucaramanga and Barranquilla. As of December 31, 2013, according to the Colombian Superintendency of Finance, CorpBanca Colombia was the eleventh largest bank in Colombia in terms of total assets, the eleventh largest bank in Colombia in terms of total loans and the thirteenth largest bank in Colombia, in terms of total deposits as reported under local regulatory and accounting principles. As of December 31, 2013, CorpBanca Colombia had deposits and financial claims (“current accounts and demand deposits” and “time deposits and savings accounts”) of COP$6,967,356 million (US$3.620.7 million), which consisted of savings deposits, fixed-term deposit certificates, current accounts, financial claims for banking services and other commitments. As of December 31, 2013, CorpBanca Colombia had 115 ATMs and 276,505 individual banking customers and 30,769 commercial banking customers (including SMEs, corporations, institutions and wholesale customers). For the year ended December 31, 2013, CorpBanca Colombia had net income of COP$191,199 million (US$99.4 million). As of December 31, 2013, CorpBanca Colombia had (i) total assets of COP$13,022,058 million (US$6,767.0 million), including total loans of COP$7,775,142 million (US$4,040.4 million); (ii) total shareholders’ equity of COP$2,848,740 million (US$1,480.4 million); and (iii) over 80 branches and offices and 1,509 employees.

Helm Bank

Helm Bank is a commercial and retail bank in Colombia, which was acquired by CorpBanca Colombia in a two-step transaction consummated on August 6, 2013 and August 29, 2013. CorpBanca Colombia owns approximately 99.75% of the ordinary shares of Helm Bank (approximately 87.42% of the ordinary and preferred shared issued by Helm Bank). Helm Bank is a Colombian sociedad anónima that has its main domicile in the city of Bogota, D.C., Colombia and it is regulated by the Colombian Superintendency of Finance. As of December 31, 2013, Helm Bank’s authorized capital was COP$232,650,000,000.00, divided into 4,653,000,000 shares, with a par value of COP$50.00 cents per share, and Helm Bank’s subscribed and paid capital was COP$231,291,307,050 divided into 4,625,826,141 ordinary and preferred shares with a par value of COP$50.00 cents each share, 4,054,076,213 (COP$202,703,810,650) ordinary and nominative shares and 571,749,928 (COP$28,587,496,400) preferred shares. 27,173,859 shares of Helm Bank were authorized but unissued.

 

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Pursuant to applicable Colombian Law, Helm Bank will be merged with and into CorpBanca Colombia on or before August 6, 2014.

Helm Bank focuses on providing financing and deposit services to small-to-medium sized companies and individuals with medium-high income levels, operating principally in Bogota, Cali, Medellin, Cartagena and Barranquilla. As of December 31, 2013, according to the Colombian Superintendency of Finance, Helm Bank was the tenth largest bank in Colombia in terms of total assets, the eighth largest bank in Colombia in terms of total loans and the eighth largest bank in Colombia, in terms of total deposits as reported under local regulatory and accounting principles. As of December 31, 2013, Helm Bank Colombia had deposits and financial claims (“current accounts and demand deposits” and “time deposits and savings accounts”) of COP$4,787,432 million (US$2,478.8 million), which consisted of savings deposits, fixed-term deposit certificates, current accounts, financial claims for banking services and other commitments. As of December 31, 2013, Helm Bank had 67 ATMs, 287,963 individual banking customers and 16,000 commercial banking customers (including SMEs, corporations, institutions and wholesale customers). For the five month period between August 2013 and December 2013 (following the Helm Bank Acquisition), Helm Bank had net income of COP$84,472 million (US$43.9 million). As of December 31, 2013, Helm Bank had (i) total assets of COP$14,749,205 million (US$7,664.6 million), including total loans of COP$10,732,250 million (US$5,577.1 million); (ii) total equity of COP$1,386,673 million (US$720.6 million); and (iii) 87 branches and offices and 2,077 employees.

New York Branch

Our Federal Branch in the city of New York offers a wide range of credit operations and services to both Chilean and non-Chilean retail customers and large and medium-sized companies. Operating with an offshore foreign branch of a Chilean bank is especially attractive to clients abroad as it provides a sense of proximity and it allows us to accompany our customers as they operate abroad, responding to their needs and improving our services. Our target market on the liability side consists of retail customers with sophisticated financial needs, medium and large Chilean companies, Latin American companies, and Chilean and Latin American banks without offshore branch offices, among others.

Our branch supports the commercial needs of Chilean and Latin American companies doing business overseas. Another important service is the participation in syndicated loans, together with other international institutions, to finance a variety of investment projects. From a financial investment perspective, our New York branch makes it possible to trade instruments from different issuers with a wide range of risks and returns. The branch also has a private banking unit to provide current accounts and other associated services.

Financial Services Offered Through Subsidiaries

We have made several strategic long-term investments in financial services companies (each of which are regulated and supervised by the SBIF), which are engaged in activities complementary to our core banking activities. Through these companies, each of which is our wholly-owned subsidiary, we intend to continue to develop a comprehensive financial services group able to meet the diverse financial needs of our current and potential clients. As of December 31, 2013, assets of our subsidiaries represented 1.1% of total consolidated assets compared to 1.8% as of December 31, 2012. For the year ended December 31, 2013, net operating income of our subsidiaries represented 13.5% of total consolidated operating income compared to 15.6% for the year ended December 31, in 2012.

 

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The following table sets forth certain financial information with respect to our financial services subsidiaries as of December 31, 2011, 2012 and 2013, in millions of Chilean pesos. Amounts relating to inter-company transactions have not been removed for purposes of this table.

Financial Services Offered Through Subsidiaries

 

     As of and for the year ended December 31,  
     2011      2012      2013  
     Assets      Shareholder’s
Equity
     Net Income      Assets      Shareholder’s
Equity
     Net Income      Assets      Shareholder’s
Equity
     Net
Income
 
     (in millions of Ch$)  
CorpBanca Corredores de Bolsa S.A.      271,012         88,514         6,640         191,791         44,526         6,011         88,876         40,720         2,206   
CorpBanca Administradora General de Fondos S.A.      8,062         5,301         3,472         4,854         4,011         2,181         9,516         4,433         2,603   
CorpBanca Corredores de Seguros S.A.      7,500         5,259         5,118         8,639         6,008         5,827         16,318         13,875         7,866   
CorpBanca Asesorías Financieras S.A.      10,322         8,099         7,915         10,611         7,677         7,493         12,590         9,230         9,046   
Corp Legal S.A.      1,900         1,589         698         2,216         2,003         414         2,634         2,307         304   
Corp Capital Agencia de Valores S.A      1,958         1,109         132         1,729         987         (122)         1,137         925         (62)   
SMU Corp S.A.      7,436         5,324         (3,723)         9,645         6,274         (4,010)         12,519         4,870         (3,010)   
CorpBanca Investment Trust Colombia S.A.                              15,693         12,914         1,659         16,800         15,555         2,291   
CorpBanca Investment Valores Colombia S.A.                              4,691         3,895         (822)         5,357         4,652         580   
CorpBanca Securities INC-NY                                                      1,037         1,036         (16)   
Helm Corredor de Seguros S.A.                                                      4,818         2,774         516   
Helm Comisionista de Bolsa S.A.                                                      5,741         4,787         98   
Helm Fiduciaria S.A.                                                      12,207         10,967         184   
Helm Casa de Valores (Panamá) S.A.                                                      528         501         50   

CorpBanca Corredores de Bolsa S.A.

Our subsidiary CorpBanca Corredores de Bolsa S.A., or CCB, is a member of the Santiago Stock Exchange and is registered with the SVS as a security broker. CCB’s primary activities are providing brokerage services in equities, fixed income, and foreign currency exchange. CCB’s net income was Ch$6,640 million, Ch$6,011 million and Ch$2,206 million for the years ended December 31, 2011, 2012 and 2013, respectively. CCB had assets under custody of Ch$409,817 million, Ch$359,848 million and Ch$346,211 million as of December 31, 2011, 2012 and 2013, respectively. For the year ended December 31, 2013, CCB’s net income decreased by Ch$3,805 million, or 63.3%, as compared net income for the year ended December 31, 2012.

CorpBanca Administradora General de Fondos S.A.

We incorporated CorpBanca Administradora General de Fondos S.A., or CAGF, to complement banking services offered to individual and corporate clients. CAGF’s current function is to manage mutual fund assets for its clients in fixed and variable income instruments in both the local and foreign markets. For the years ended December 31, 2011, 2012 and 2013, CAGF had net income of Ch$3,472 million, Ch$2,181 million and Ch$2,603 million, respectively. CAGF had total assets of Ch$8,062 million, Ch$4,854 million and Ch$9,516 million as of December 31, 2011, 2012 and 2013, respectively. As of December 31, 2013, CAGF managed 26 mutual funds a including fixed income funds and seven private investment funds and had total assets under management amounting to Ch$874,344 million, an increase of Ch$436,763 million when compared to 2012. The increase in the net income is due to an increase in portfolio management’s revenues and commissions derived from the commercial expansion of CAGF. In 2012, we incorporated as a new business line the structuring and managing of alternative assets, such as real estate, managed through private investment funds, or FIP. Our goal was to build a management structure as strong as our mutual fund management regarding operational and commercial issues, but with alternative investment opportunities, focusing primarily on high net worth customers. As of December 31, 2013 we managed seven FIPs and individual portfolios with assets under management of US$874,344.

CorpBanca Corredores de Seguros S.A.

In accordance with our strategy of expanding the breadth of financial services that we offer, our subsidiary CorpBanca Corredores de Seguros S.A., or CCS, offers a full line of insurance products. Many of these products complement the various banking and loan services that we provide, such as unemployment and life insurance in connection with personal loans and insurance in connection with mortgage lending. Through CCS we also provide non credit-related insurance to existing clients and the general public. For the years ended December 31, 2011, 2012 and 2013, CCS had net income of Ch$5,118 million, Ch$5,827 million and Ch$7,866 million, respectively. CCS had total assets of Ch$7,500 million, Ch$8,639 million and Ch$16,318 million as of December 31, 2011, 2012 and 2013, respectively.

 

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CorpBanca Asesorías Financieras S.A.

CorpBanca Asesorías Financieras S.A., or CAF, provides a broad range of financial advisory services to a variety of corporations and government agencies, including those services related to debt restructurings, syndicated loans, structured loans, structured investment funds, bilateral grants, mergers and acquisitions, privatizations and company valuations. For the years ended December 31, 2011, 2012 and 2013, CAF had net income of Ch$7,915 million, Ch$7,493 million and Ch$9,046 million, respectively. CAF had total assets of Ch$10,322 million, Ch$10,611 million and Ch$12,590 million as of December 31, 2011, 2012 and 2013, respectively.

Corp Legal S.A.

The SBIF granted us authorization for the creation of our subsidiary Corp Legal S.A., or Corp Legal, on January 26, 2007. Corp Legal offers standard procedures of legal services to the bank and its clients.

Corp Capital Agencia de Valores S.A.

CorpBanca Agencia de Valores S.A., or CAV, is registered with the SVS as a securities broker, but because it is not a member of the Santiago Stock Exchange nor of any other Stock Exchange in Chile it provides brokerage services outside of the Stock Exchanges. Its primary activities are to provide financial solutions to high net worth individuals and family offices in Chile.

SMU Corp S.A

In 2009, we created SMU Corp, which is a subsidiary of CorpBanca and a joint venture with SMU. SMU is a retail business holding company owned by our largest shareholder, who indirectly owns retail (including Unimarc supermarkets) and wholesale supermarkets, convenience stores and construction oriented home improvement stores.

SMU Corp is a company whose sole and exclusive purpose of issuing, operation and management of “Unimarc” credit cards to customers of supermarkets associated with SMU. During 2013, our customers purchased more than US$40 million in products and services in over 350 Unimarc supermarkets with the Unimarc card. These sales volumes represent about 1.2% of the sales of Unimarc for the year ended December 31, 2013. Unimarc credit cards were used for more than 800,000 transactions during 2013, including over 5,000 instances of cash advances.

CorpBanca Investment Trust Colombia S.A.

We acquired a 91.9% equity interest equity interest in CIT Colombia in 2012 as part of the acquisition of CorpBanca Colombia. CIT Colombia is a financial services company operating in Colombia that specializes in fund administration and trust and custodial services. As of December 31, 2013, CIT Colombia had Ch$16,800 million in total assets (Ch$15,693 million in 2012), Ch$15,555 million in total loans (Ch$12,914 million in 2012) and Ch$2,291 million in net income (Ch$1,659 million in 2012).

CorpBanca Investment Valores Colombia S.A.

We acquired a 99.96% (direct and indirect) in CIVAL in 2012 as part of the acquisition of CorpBanca Colombia. CIVAL is a licensed securities broker dealer operating in Colombia, operating under the name CorpBanca Investment Valores Colombia S.A. As of December 31, 2013, CIVAL had Ch$5,357 million in total assets (Ch$4,691 million in 2012), Ch$4,652 million in total loans (Ch$3,895 million in 2012) and Ch$580 million in net income (Ch$822 million in 2012).

CorpBanca Securities INC-NY

On May 13, 2013, we incorporated CorpBanca Securities INC-NY, or CSINC. The opening of our own broker-dealer in the United States is expected to provide our customers the ability to operate in a foreign market with more developed financial systems, and we believe that this should enable direct, higher quality monitoring of investments that are presently conducted through other international broker-dealers. As of the date hereof, we are awaiting approval to begin operating.

 

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Helm Corredor de Seguros, S.A.

Helm Corredor de Seguros S.A. is a Colombian sociedad anónima, which acts as an insurance broker. It has its main domicile in the city of Bogota, D.C., Colombia, and is regulated by the Colombian Superintendency of Finance.

Helm Comisionista de Bolsa S.A.

Helm Comisionista de Bolsa S.A., is a Colombian sociedad anónima, which acts as a brokerage firm. It has its main domicile in the city of Bogota, D.C., Colombia and is regulated by the Colombian Superintendency of Finance.

Helm Fiduciaria S.A.

Helm Fiduciaria S.A., is a Colombian sociedad anónima, which is engaged in trust portfolio management, including investment trust management, administration, security and real estate trusts. It has its main domicile in the city of Bogota, D.C., Colombia and is regulated by the Colombian Superintendency of Finance.

Helm Bank S.A. (Panamá)

Helm Bank S.A. (Panamá) is a Panamanian sociedad anónima, which acts as a banking firm. It has its main domicile in the city of Panamá, Panamá and is regulated by the Panamanian Banking Superintendency.

Helm Casa de Valores S.A. (Panamá)

Helm Casa de Valores S.A. (Panamá) is a Panamanian sociedad anónima, which acts as a brokerage firm. It has its main domicile in the city of Panamá, Panamá and is regulated by the Panamanian Superintendency of Securities Market.

Helm Bank S.A. (Cayman Islands)

Helm Bank S.A. (Cayman Islands) is a Cayman sociedad anónima, which acts as banking firm. It has its main domicile Cayman Islands and is regulated by the Cayman Islands Money Authority. We expect to wind-down Helm Bank S.A. (Cayman Islands) prior to the end of 2014.

Distribution Channels, Electronic Banking and Technology

CorpBanca Chile

Our distribution network in Chile provides integrated financial services and products to our customers through several diverse channels, including ATMs, branches, internet banking and telephone banking. As of December 31, 2013, we operated 123 branch offices in Chile, which includes 67 branches operating as CorpBanca and 56 branches operating as Banco Condell, our consumer finance division. In addition, as of December 31, 2013, we owned and operated 504 ATMs in Chile, and our customers have access to 8,856 ATMs (including BancoEstado’s ATMs) in Chile through our agreement with Redbanc. We utilize a number of different sales channels including account executives, telemarketing and the internet to attract new clients. Our branch system serves as the main distribution network for our full range of products and services.

We offer internet banking to our customers 24 hours a day through our password-protected internet site, www.CorpBanca.cl. Our internet site offers a broad range of services, including up-to-date information on balances in deposit, checking, loan, credit card and other accounts and transactional capabilities such as transfers and payments. As of December 31, 2013, we had 173,403 customers with activated internet passwords in Chile, allowing them to access our internet banking services. We are a member of the Sociedad Interbancaria de Transferencias Electrónicas S.A., an organization that facilitates electronic banking transactions on behalf of our customers as well as other Chilean banks. We also provide our customers with access to a 24-hour phone-banking call center that grants them access to account information and allows them to effect certain payments by telephone.

We have developed a specialized internet-based service designed to facilitate and optimize the financial management of our commercial customers. This service, which we market under the name “Cash Management,” includes services such as payroll support and payments to suppliers.

We have entered into several service and lease agreements with IBM de Chile S.A.C., which provides us with the computer hardware and network build-out that we use in our headquarters and branch offices. We have also entered into a software consulting and development agreement with Datapro, Inc., which provides consulting and development for the IBS.

 

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CorpBanca Colombia

CorpBanca Colombia’s distribution channel provides integrated financial services and products to its customers in Colombia through several diverse channels, including ATMs, branches, internet banking and telephone banking. As of December 31, 2013, CorpBanca Colombia operated 80 branch offices in Colombia and owned and operated 115 ATMs in Colombia, but providing its customers with access to 13,679 ATMs through Colombia’s financial institutions. CorpBanca Colombia utilizes a number of different sales channels including account executives, telemarketing and the internet to attract new clients. CorpBanca Colombia’s branch system serves as the main distribution network for its full range of products and services.

CorpBanca Colombia offers internet banking to its customers 24 hours a day through its password-protected internet site, www.bancoCorpBanca.com.co CorpBanca Colombia’s internet site offers a broad range of services, including up-to-date information on balances in deposit, checking, loan, credit card and other accounts and transactional capabilities such as transfers and payments. As of December 31, 2013, CorpBanca Colombia had 30,859 customers with activated internet passwords who used the electronic banking service at least once during the month, allowing them to access CorpBanca Colombia’s internet banking services. CorpBanca Colombia is a member of ACH Colombia S.A. and Cenit S.A., an organization that facilitates electronic banking transactions on behalf of its customers as well as other Colombian banks. CorpBanca Colombia also provides its customers with access to a 24-hour phone-banking call center that grants them access to account information and allows them to effect certain payments by telephone.

CorpBanca Colombia has developed a specialized internet-based service designed to facilitate and optimize the financial management of its commercial customers. This service, which CorpBanca Colombia markets under the name “AzulNet,” includes services such as payroll support and payments to suppliers. CorpBanca Colombia has decided to implement the platform IBS provided by DataPro (this platform is also implemented by CorpBanca in Chile and New York). CorpBanca Colombia is currently in the structuring phase of the project.

Helm Bank

Helm Bank’s distribution channel provides integrated financial services and products to its customers in Colombia through several diverse channels, including ATMs, branches, internet banking and telephone banking. As of December 31, 2013, Helm Bank operated 87 branches and offices in Colombia and owned and operated 67 ATMs in Colombia but providing its customers with access to 13,679 ATMs through Colombia’s financial institutions. Helm Bank utilizes a number of different sales channels including account executives, telemarketing and the internet to attract new clients. Helm Bank’s branch system serves as the main distribution network for its full range of products and services.

Competition

Competition in Chile

Description of the Chilean Financial System.  The Chilean financial services market consists of a variety of largely distinct sectors. The most significant sector, commercial banking, includes 23 privately-owned banks and one state-owned bank, BancoEstado (which operates within the same legal and regulatory framework as the private sector banks). The private sector banks include those that are Chilean-owned, i.e., controlled by a Chilean entity, as well as a number of foreign-owned banks which are operated in Chile but controlled by a foreign entity. In 2013, five private sector banks along with the state-owned bank together accounted for 80.3% of all outstanding loans by Chilean financial institutions as of December 31, 2013: Banco Santander-Chile (18.3%), Banco de Chile (18.3%), Bci (12.6%), CorpBanca (11.5%), Banco Bilbao Vizcaya Argentina, Chile (6.6%) and BancoEstado (13%). All market share statistics in this paragraph are presented as reported to the SBIF calculated under local regulatory and accounting principles on a consolidated basis.

Financial System Evolution in Chile.  The Chilean banking system has experienced a consolidation process in recent years with mergers and acquisitions of banking entities in line with a global trend. Currently, the largest Chilean bank in terms of loans outstanding is Banco Santander-Chile. Between 1994 and 1995, Banco Santander-Chile acquired Fincard and Financeira Fusa, originating its consumer division known as “Banefe”. Also, in April

 

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1996, Banco Santander-Chile acquired control of Banco Osorno y La Unión, Banco O’Higgins and Financiera Fusa forming Banco Santander-Chile. In 1999, following the international merger of Banco Santander de España and Banco Central Hispano, Banco Santander Central Hispano acquired control of Santander-Chile and Banco Santiago. In April 2002, the SBIF authorized Banco Santander Central Hispano to increase its participation in Banco Santiago by way of acquisition of 35.5% of the shares of the latter owned by Central Bank of Chile. In May 2002, the SBIF authorized Santander-Chile and Banco Santiago to merge. This merger enabled these banks to become the largest financial institution in Chile in terms of loans outstanding.

In July 1998, S.A.C.I. Falabella, the largest department store in Chile, acquired ING Bank’s branch in Chile aiming to create an individual niche bank focused on Falabella’s customers. In September 1998, Banco Bilbao Vizcaya Argentina (BBVA) (formerly Banco Bilbao Vizcaya) de España, subscribed a capital increase of Banco Bhif, thus controlling 55% of the bank. In 1998, we acquired the assets of Corfinsa, which pertained to the consumer division of Banco Sud Americano, and then acquired the Financiera Condell S.A., a finance company. In 1999, Citibank acquired Financiera Atlas, a finance company. In July 1999, Bank of Nova Scotia acquired control of Banco Sud Americano, by increasing its interest from 28% to 60.6%, and in late 2001 changed its name to Scotiabank Sud Americano (currently Scotiabank Chile). In early 2001, the Luksic group (which controlled Banco Edwards since 1999) acquired control of Banco de Chile, merging both banks in January 2002. In July 2003, Banco del Desarrollo acquired Banco Sudameris.

In January 2004, Bci acquired 99.9% of Banco Conosur. Also in 2004, Grupo Security S.A., a Chilean financial holding company, acquired Dresdner Bank Lateinamerika AG’s (DBLA) operations in Chile. Afterwards, Grupo Security S.A. and DBLA merged. In early 2007, Itaú Holding Financiera S.A. acquired 100% of BankBoston Chile and the SBIF authorized the sale of Banco Internacional to Inversiones del Rosario S.A. Also in 2007, Rabobank was authorized to purchase HNS Banco and Scotiabank Sud Americano was authorized to acquire 100% of Banco Desarrollo. In January 2008, Banco de Chile and Citibank Chile were authorized to merge operations and as a consequence of these mergers, Citigroup has a significant (but not controlling) indirect participation in the equity of Banco de Chile. In April 2008, Royal Bank of Scotland was granted authorization to acquire 100% of ABN AMRO Bank Chile.

In recent years, several applications for banking licenses have been filed with the SBIF. In 2000, Deutsche Bank initiated operations in Chile. During 2001, the SBIF authorized the formation of HNS Banco, which was focused on small and medium-sized businesses through leasing and factoring financing. In the same year, the SBIF authorized the creation of Banco Monex, which was also focused on small and medium sized businesses through trade finance, exchange transactions and financial derivatives. In May 2002, Banco Ripley initiated operations of consumer loans to mid to low-income individuals. In September 2002, Financiera Conosur filed an application with the SBIF to request its corporate conversion into a bank, which took place in 2003. In July 2004, Banco Paris, linked to former Almacenes Paris department store, was authorized to initiate operations through the acquisition of Banco Santander-Chile’s Santiago Express consumer division. In 2004, Grupo Penta, linked to former shareholders of Banco de Chile, received a banking license for a new bank named “Banco Penta,” which has been operating ever since. It is expected that the trend to create niche banks will continue. In addition, in November 2001, the SBIF authorized HSBC Bank Chile to convert its branch into a subsidiary bank. In May 2008, DnB NOR Bank from Norway requested authorization from the SBIF to open a banking branch and in January 2009 was granted permission. In November 2009, the SBIF authorized the Chilean financial holding Consorcio to acquire Banco Monex (rebranded to Banco Consorcio in 2010). In 2010, Scotiabank Canada acquired Royal Bank of Scotland’s (RBS) Chilean banking operations and almost a year later its bank subsidiary in Chile acquired RBS Chile’s assets. In 2011, Itaú Chile bought the “individuals” loan portfolio of HSBC Chile (representing around 1% of Itaú´s individual’s loans portfolio). In December 2012, the SBIF approved the early termination of the banking license of DnB Bank ASA, Agency in Chile, who will continue to operate in Chile as a representative office.

We believe that our principal competitors are Bci, Banco de Chile and Banco Santander-Chile. As compared to other Chilean banks, we believe our position in the Chilean banking industry has enabled us to compete with international banks seeking to provide loans to companies operating in Chile, especially since we are able to offer alternative sources of financing. We also believe that the close relationships we have developed with our SME customers over the years provide us with a competitive advantage.

Commercial banks, such as us, face increasing competition from other financial intermediaries who can provide larger companies with access to the capital markets as an alternative to bank loans. The enactment of the

 

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Capital Markets Reform Bill (Reforma al Mercado de Capitales) in 2001 has made it more tax-advantageous and easier for companies to issue commercial paper in Chile, adding an additional financing alternative. To the extent permitted by the Chilean General Banking Law, we seek to maintain a competitive position in this respect through the investment banking activities of our subsidiary CAF.

We face competition in our mortgage and consumer loans businesses from insurance companies, which have been permitted to grant mortgage loans. We believe that, in addition to the other banks that operate in Chile, our main competitors in the credit card business are department stores and other non-banking businesses involved in the issuance of private-label credit cards. We intend to remain competitive in the mortgage loan services and credit card markets through product innovation.

We also experience competition from banks that provide international private banking services such as JPMorgan Chase, Deutsche Bank and BNP Paribas, among others. We believe our main competitive advantage in our Private Banking segment has been our ability to provide our customers with tailored lending products and responses to their needs as soon as possible. Our lower income retail banking segment, Banco Condell, competes with consumer divisions of other banks such as Banefe, CrediChile, among others, as well as certain consumer credit providers, including department stores. We believe the main competitive advantage of our Banco Condell brand is our ability to provide responses as soon as possible, know our customers’ needs and provide a fair price structure.

Competition in Colombia

Description of the Colombian Financial System.  In recent years, the Colombian banking system has been undergoing a period of consolidation given the series of mergers and acquisitions that have taken place within the sector, including the Banco Santander Colombia Acquisition and the Helm Bank Acquisition. More specifically, several mergers and acquisitions took place in 2005, including the Bancolombia/Conavi/Corfinsura merger, the acquisition of Banco Aliadas by Banco de Occidente, the merger of Banco Tequendama and Banco Sudameris, as well as the merger of the Colmena and the Caja Social banks. The trend towards mergers and acquisitions continued throughout 2006, with the completion of certain transactions first announced during 2005. These include the acquisition of Banco Superior by Davivienda, of Banco Granahorrar by BBVA Colombia and of Banco Unión by Banco de Occidente. Also during 2006, Banco de Bogota acquired Megabanco and Davivienda announced its acquisition of Bancafé. In 2007, HSBC acquired Banitsmo. In 2008 the Royal Bank of Scotland (RBS) purchased the Colombian arm of ABN Amro Bank and General Electric (GE) Money acquired a 49.7% stake in Colpatria, with an option of increasing this stake by another 25% by 2012. However, in May of 2010, Group Colpatria repurchased this 49.7% stake and in October of 2011, Canadian Scotiabank purchased Colpatria’s 51% for US$1.0 billion. Also, in 2010, Banco de Bogotá acquired BAC-Credomatic, which has operations in several countries in Central America, for a reported purchase price of approximately US$184 million.

The trend toward mergers and acquisitions continued throughout 2013, along with the continued entrance of new players into the Colombian Financial System, including the introduction of operations by Ripley Compañía de Financiamiento S.A. and Banco Santander de Negocios Colombia S.A. in Colombia, Scotiabank Colombia S.A.’s acquisition of Banco Colpatria Multibanca Colpatria S.A. and the conversion of Banco Cooperativo Coopcentral from an upper-rank cooperative organism to a commercial bank. In the same way, at the beginning of the fourth quarter, started operations.

As of December 31, 2013, and according to the Colombian Superintendency of Finance, the principal participants in the Colombian financial system were the Central Bank of Colombia, 24 commercial banks (13 domestic private banks, 10 foreign banks, and one domestic state-owned bank), five finance corporations and 22 financing companies (four leasing companies and 18 traditional financing companies). In addition, trust companies, cooperatives, insurance companies, insurance brokerage firms, bonded warehouse, special state-owned institutions, pension and severance pay funds also participate in the Colombian financial system.

The Financial Reform Act of 2009 (Law 1328 passed July 15, 2009) also made important advances towards a multi-banking framework. This new legislation authorized banks to provide merger and acquisition loans and allowed them to conduct financial leasing operations. As a result, some competitors have absorbed their financial leasing subsidiaries into their banking franchises and some leasing companies are in the process of becoming banks.

 

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Financial System Evolution in Colombia during 2012 and 2013. During 2013, the Colombian economy experienced continued growth due to contributions from construction, agriculture, and mining and oil. In the third quarter of 2013, the financial sector grew 4.9% on an annual basis, compared to 4.4% growth in the third quarter of 2012. Based on information issued by the Colombian Superintendency of Finance, bank lending increased 13.8% in 2013. Monetary policy in Colombia was expansive, beginning the year with a reference interest rate of 4.0% followed by a 25 bps decrease on February and a 50 bps reduction on March. The rate remained stable at 3.25% from March to December 2013.

The demand for business loans granted by banks increased by 12.7% for 2013, compared to 13.5% for 2012. There was a slow down on the dynamics of consumer loans granted by banks, which grew by 11.7% in 2013, compared to 17.6% observed in 2012 and 33.0% registered on 2011. Mortgage and small business loans continued to do well, with increases of 28.1% and 17.7%, respectively, for 2013.

Our system’s level of past-due loans as a percentage of the total loan portfolio remained at 2.8% for December 2013, the same level registered on December 2012. In addition, coverage, measured as the ratio of allowances to past-due loans, ended 2013 at 160.6%, compared to 162.5% at the end of 2012.

During 2013, lending lost some weight in the banks system’s structure. Net loans decreased from 65.3% of total assets at the end of 2012 to 64.6% at the end of 2013, while investment portfolio, as a percentage of total assets, increased from 18.7% at the end of 2012 to 19.1% at the end of 2013.

As of December 31, 2013, the Colombian financial sector recorded COP$427,777,760 million in total assets, representing a 14.8% increase as of December 31, 2012. The Colombian financial system’s total composition of assets shows banks with a market share of 90.9%, followed by financing companies with 5.7%, financial corporations with 2.8% and financial cooperatives with 0.6%.

As of December 31, 2013, the capital adequacy ratio (tier 1 + tier 2) for credit institutions was 15.2% (including banks, finance corporations and financing companies), decreasing by 79 bps when compared to December 31, 2012, and which is well above the minimum legal requirement of 9%. On August 2013, banks, financial corporations and financing companies began reporting the capital adequacy ratio with the new regulation, Decree 1,771 of 2012. As a result, the value of capital ratio for the years ended December 31, 2012 and 2013 may not be comparable.

Loans

As of December 31, 2012 and 2013, our gross loan portfolio was Ch$10,160,598 million and Ch$13,085,663 million, respectively, as reported to the SBIF calculated under local regulatory and accounting principles. This placed us as the fourth largest financial institution among private Chilean banks and fifth place among all banks operating in Chile. Our gross loan portfolio represented 11.5% of the market for loans in the Chilean financial system (comprising all commercial banks) as of such date. During the period from 2010 to 2013, the compounded annual growth rate of our loan portfolio, excluding interbank loans in nominal terms, was 33.7% as compared to an increase of 15.1% in the average market loan portfolio.

The following table sets forth the aggregate outstanding loans for us and the five other private sector banks with the largest market shares in Chile as of December 31 in each of the last three years, based on information as reported to the SBIF calculated under local regulatory and accounting principles:

 

     Bank Loans(1)  
     As of December 31,  
     2011      2012      2013  
     (in millions of Ch$)  

Banco Santander-Chile

     17,347,093         18,876,079         20,935,312   

Banco de Chile

     17,377,793         18,761,765         20,869,511   

Bci

     11,377,851         13,047,497         14,423,318   

CORPBANCA(2)

     6,814,445         10,160,598         13,085,663   

Banco Bilbao Vizcaya Argentaria, BBVA

     6,139,803         7,057,879         7,537,202   

Scotiabank Chile

     4,376,069         4,890,267         5,419,672   

Others

     24,513,446         27,969,100         31,925,978   
  

 

 

    

 

 

    

 

 

 

Total

         87,946,500             100,763,185             114,196,656   
  

 

 

    

 

 

    

 

 

 

 

Source: SBIF monthly consolidated financial information

 

(1)

Excludes interbank loans.

(2)

Our aggregate outstanding loans as calculated under IFRS for the years ended December 31, 2011, 2012 and 2013 were Ch$6,814,445 million, Ch$10,103,491 million and Ch$12,897,681 million, respectively.

 

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Deposits

We had consolidated deposits of Ch$10,789,086 million as of December 31, 2013, as reported under local regulatory and accounting principles, which consisted of our current accounts, bankers’ drafts, savings accounts, time deposits and other commitments. Our market share of 11.1% for deposits and other obligations as of such date ranks us in fourth place among private sector banks in Chile.

The following table sets forth the aggregate deposits for us and the five other private sector banks with the largest market share as of December 31 in each of the last three years, based on information as reported to the SBIF calculated under local regulatory and accounting principles:

 

     Bank Deposits and Other Obligations (1)  
     As of December 31,  
             2011                      2012                      2013          
     (in millions of Ch$)  

Banco Santander-Chile

     13,334,930         14,082,232         15,296,035   

Banco de Chile

     14,177,750         15,083,921         16,387,057   

Bci

     9,921,534         10,840,953         11,628,315   

CORPBANCA(1)

     5,507,098         8,795,350         10,789,086   

Banco Bilbao Vizcaya Argentaria Chile (BBVA)

     4,956,864         5,342,368         5,912,767   

Scotiabank Chile

     2,647,362         3,189,778         3,392,308   

Others

     25,998,714         29,403,392         33,746,086   
  

 

 

    

 

 

    

 

 

 

Total

     76,544,252         86,737,994         97,151,654   
  

 

 

    

 

 

    

 

 

 

 

Source: SBIF monthly consolidated financial information

 

(1)

Our aggregate deposits as calculated under IFRS for the years ended December 31, 2011, 2012 and 2013 were Ch$5,507,098 million and Ch$8,795,350 million and Ch$10,789,086 million, respectively.

Shareholders’ Equity

We were the fourth largest among private sector banks in Chile with Ch$1,333,795 million in shareholders’ equity (excluding net income and accrual for mandatory dividends) as of December 31, 2013, as reported to the SBIF calculated under local regulatory and accounting principles.

The following table sets forth the level of shareholders’ equity for us and the five largest private sector banks in Chile (measured by shareholders’ equity) as of December 31 in each of the last three years, based on information as reported to the SBIF calculated under local regulatory and accounting principles:

 

     Shareholders’ Equity (1)  
     As of December 31,  
             2011                      2012                      2013          
     (in millions of Ch$)  

Banco Santander-Chile

     1,730,464         1,864,083         2,016,330   

Banco de Chile

     1,569,871         1,841,966         2,095,294   

Bci

     1,039,160         1,230,077         1,371,893   

CORPBANCA(2)

     643,218         881,905         1,333,795   

Banco Bilbao Vizcaya Argentaria Chile (BBVA)

     490,608         591,982         631,042   

Scotiabank Chile

     520,676         569,214         606,391   

Others

     2,798,073         3,262,739         3,459,970   
  

 

 

    

 

 

    

 

 

 

Total

     8,792,070         10,241,966         11,514,715   
  

 

 

    

 

 

    

 

 

 

 

Source: SBIF monthly consolidated financial information

 

(1)

Shareholders equity = Equity attributable to shareholders excluding net income and provision for mandatory dividend.

(2)

Our shareholders equity as calculated under IFRS, excluding net income, non-controlling interest, and accrued for mandatory dividends, for the years ended December 31, 2011, 2012 and 2013 were, Ch$657,506 million, Ch$895,095 million and Ch$1,346,007 million, respectively.

 

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Chilean Banking Regulation and Supervision

General

In Chile, only banks may maintain checking accounts for their customers and accept time deposits. The principal authorities that regulate financial institutions in Chile are the SBIF and the Central Bank of Chile. Chilean banks are primarily subject to the Chilean General Banking Law and secondarily, to the extent not inconsistent with such statute, the provisions of the Chilean Corporations Law governing public corporations, except for certain provisions which are expressly excluded.

The modern Chilean banking system dates from 1925 and has been characterized by periods of substantial regulation and state 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 Law. That law, when amended in 2001, granted additional powers to banks, including general underwriting powers for new issues 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, administration of investment funds, factoring, securitization products and financial leasing services. Following the Chilean banking crisis of 1982 and 1983, the SBIF assumed control of 21 financial institutions representing approximately 51% of the total loans in the banking system. As part of the solution to this crisis, the Central Bank of Chile permitted financial institutions to sell to it a certain portion of their distressed loan portfolios, at the book value of such loan portfolios. Each institution then repurchased such loans at their economic value (which, in most cases, was much lower than the book value at which the Central Bank of Chile had acquired the loans) and the difference was to be repaid to the Central Bank of Chile out of future income. Pursuant to Law No. 18,818, which was passed in 1989, this difference was converted into a subordinated obligation with no fixed term, known as deuda subordinada or subordinated debt, which in the event of liquidation of the institution, would be paid after the institution’s other debts had been paid in full.

Central Bank of Chile

The Central Bank of Chile is an autonomous legal entity created by the Chilean Constitution. It is subject to the Chilean Constitution and its own ley orgánica constitucional, or Constitutional Law. To the extent not inconsistent with the Chilean Constitution or the Central Bank of Chile’s Constitutional Law, the Central Bank of Chile is also subject to private sector laws (but in no event is it subject to the laws applicable to the public sector). It is directed and administered by a board of directors composed of five members designated by the President of Chile, subject to the approval of the Senate.

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

 

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SBIF

Banks in Chile are supervised and controlled by the SBIF, an independent Chilean governmental agency. The SBIF authorizes the creation of new banks and has broad powers to interpret and enforce legal and regulatory requirements applicable to banks and other financial institutions. Furthermore, in case of non-compliance with such legal and regulatory requirements, the SBIF has the ability to impose sanctions, including fines payable by the directors, managers and employees of a bank as well as the bank itself. In extreme cases, it can by special resolution appoint, with the prior approval of the board of directors of the Central Bank of Chile, a provisional administrator to manage a bank. It must also approve any amendment to a bank’s by-laws or any increase in its capital.

The SBIF examines all banks from time to time, generally at least once a year. Banks are also required to submit monthly financial statements to the SBIF, and a bank’s financial statements are published at least four times a year in a newspaper with countrywide coverage. In addition, banks are required to provide extensive information regarding their operations at various periodic intervals to the SBIF. Financial statements as of December 31 of any given year must be audited. A bank’s annual financial statements and the opinion of its independent auditors must also be submitted to the SBIF for review.

Any person wishing to acquire, directly or indirectly, more than 10% of the share capital of a bank must obtain the prior approval of the SBIF. The absence of such approval will cause the holder of such shares so acquired to lose the voting rights of such shares. The SBIF may only refuse to grant its approval based on specific grounds set forth in the Chilean General Banking Law.

According to Article 35 bis of the Chilean General Banking Law, the prior authorization of the SBIF is required for:

 

   

the merger of two or more banks;

   

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

   

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.

Such prior authorization is required solely when the acquiring bank or the resulting group of banks would own a significant market share in loans (colocaciones), defined by the SBIF to be more than 15% of all loans in the Chilean banking system. The intended purchase, merger or expansion may be denied by the SBIF. Alternatively, a purchase, merger or expansion, when the acquiring bank or resulting group would own a market share in loans defined by the SBIF to be more than 20% of all loans in the Chilean banking system, may be conditioned on one or more of the following:

 

   

that the bank or banks maintain an effective net equity (as defined under “Capital Adequacy Requirements” below) higher than 8% and up to 14% of their risk weighted assets;

   

that the technical reserve established in Article 65 of the Chilean General Banking Law be applicable when deposits exceed one and a half times the resulting bank’s effective net equity (which is the sum of (x) paid-in capital and reserves, plus (y) subordinated bonds up to 50% of letter (x) above under certain terms, plus (z) certain effective risk voluntary reserves up to 1.25% of its risk weighted assets); or

   

that the margin for interbank loans be diminished to 20% of the resulting bank’s effective net equity.

If the acquiring bank or resulting group would own a market share in loans defined by the SBIF to be more than 15% but less than 20%, the authorization will be conditioned on the bank or banks maintaining an effective net equity not lower than 10% of their risk-weighted assets for the time set forth by the SBIF, which may not be less than one year. The calculation of risk-weighted assets is based on a five category risk classification system applied to a bank’s assets that is based on the Basel Committee recommendations.

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

 

   

banks are required to inform the SBIF of the identity of any person owning, directly or indirectly, 5% or more of such banks’ shares;

   

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

   

the depositary is required to notify the bank as to the identity of beneficial owners of ADSs, who such depositary has registered and the bank, in turn, is required to notify the SBIF as to the identity of the beneficial owners of the ADSs representing 5% or more of such bank’s shares.

 

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In addition, as a public corporation, (i) any person holding 10% or more of its subscribed capital (capital suscrito); (ii) any person who, by means of a shares acquisition acquires such percentage; or (iii) any person who acts as a director or officer and certain persons related to our management, shall inform to the SBIF any acquisition or disposal of CorpBanca shares.

Limitations on Types of Activities

Chilean banks can only conduct those activities allowed by the Chilean General Banking Law: making loans, accepting deposits, issuing bonds, engaging in certain international operations, performing specially entrusted activities (comisiones de confianza) and, subject to limitations, making investments and performing financial services related to banking. Investments are restricted to real estate and physical asset 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, factoring, securitization, financial advisory and leasing activities. Subject to specific limitations and the prior approval of the SBIF and the Central Bank of Chile, Chilean banks may own majority or minority interests in foreign banks.

On March 2, 2002, the Central Bank of Chile authorized banks to pay interest on checking accounts. On March 20, 2002, the SBIF published guidelines establishing that beginning on June 1, 2002, banks could offer a new checking account product that pays interest. The SBIF also stated that these accounts may be subject to minimum balance limits and different interest rates depending on average balances held in the account. This product is optional and banks may charge fees for the use of this new product. For banks with a solvency score of less than A, the Central Bank of Chile imposed additional caps on the interest rate that can be charged.

In June 2007, the Chilean government passed Law No. 20,190, which amended various aspects of Chile’s capital markets regulatory framework, such as the Chilean General Banking Law, Securities, Insurance, Venture Capital and Tax law. Law No. 20,190 is aimed at improving the access to financing for start-up companies and small businesses in order to strengthen confidence in the stock market and to stimulate the development of the financial market in general. The Chilean General Banking Law was amended to achieve these goals by, among other things, revising regulations concerning demand deposits, increasing certain credit limits, and redefining the calculations to determine the proper amount for a bank’s reserves. In addition, the Chilean General Banking Law was amended to allow local banks to engage in derivatives such as options, swaps and forward contracts, thereby eliminating prior existing legal impediments to those practices.

As a consequence of Chile’s accession to the Organization for Economic Co-operation and Development, the Chilean Congress introduced new corporate governance regulations in 2009. The Chilean Corporations Law and the Chilean Securities Markets Law were amended such that public companies with capital above UF1,500,000 that have at least 12.5% of their voting shares owned by shareholders representing less than 10% of the voting shares are required to have at least one independent director in their board of directors. In order to assure the independence of this director, certain requirements were established to protect minority shareholders’ decisions. In addition, regulation was passed to expand the disclosure requirements of publicly-held companies and to hold members of boards of directors liable for not complying with such disclosure obligations.

Deposit Insurance

In Chile, the government guarantees up to 90% of the aggregate amount of certain time deposits savings held by individuals in the Chilean banking system. The government guarantee covers those obligations with a maximum value of UF120 per person (Ch$2.8 million or US$5,313.6 million as of December 31, 2013) in each calendar year.

Reserve Requirements

Deposits are subject to a reserve requirement of 9% for all demand deposits and obligations that are payable on demand, and 3.6% for time deposits and deposits in savings accounts in any currency of any term, judicially ordained deposits, and any other deposit (captación) for a term of up to one year. For purposes of calculating this reserve requirement, banks are authorized to make certain daily deductions from their liabilities in Chilean pesos, the most relevant of which include:

 

   

cash clearance account, which should be deducted from demand deposits for calculating reserve requirements;

 

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certain payment orders issued by pension providers; and

   

the amount subject to “technical reserve” (as described below), which can be deducted from reserve requirements.

In the case of liabilities in foreign currency, banks are authorized to deduct for this purpose the amounts mentioned in the first and third bullet above, among others.

The Central Bank of Chile has statutory authority to require banks to maintain reserves of up to an average of 40% for demand deposits and up to 20% for time deposits (irrespective, in each case, of the currency in which they are denominated) to implement monetary policy. In addition, according to the Chilean General Banking Law and the regulations issued by the SBIF and the Central Bank of Chile, Chilean banks must maintain a technical reserve of 100% of all deposits and obligations a bank has acquired in its financial business that are payable on demand, except for obligations with other banks, whenever such deposits and obligations exceed 2.5 times their basic capital. This technical reserve must be calculated daily, and must be kept in deposits in the Central Bank of Chile or documents issued by the Central Bank of Chile or the Chilean Treasury with a maturity date of no more than 90 days.

Minimum Capital

Under the Chilean General Banking Law, a bank must have a minimum paid-in capital and reserves of UF800,000 (Ch$18,647.6 million or US$35.4 million as of December 31, 2013). However, a bank may begin its operations with 50% of such amount, provided that it has a total capital ratio (defined as effective net equity as a percentage of risk weighted assets) of not less than 12%. When such a bank’s paid-in capital reaches UF600,000 (Ch$13,985.7 million or US$26.6 million as of December 31, 2013) the total capital ratio required is reduced to 10%.

Capital Adequacy Requirements

The Chilean General Banking Law applies to the Chilean financial system, which is a modified version of the capital adequacy guidelines issued by the Basel Committee. It provides that the capital and reserves of a bank, or basic capital, cannot be less than 3% of total assets net of allowances, and its “effective net equity” cannot be less than 8% of its risk-weighted assets net of required loan loss allowances. For a discussion about our capital adequacy requirements imposed by the SBIF in connection with the Banco Santander Colombia Acquisition, see “Item 4—Information on the Company—A. History and Development of the Company—History.”

Basic capital is defined as a bank’s paid-in capital and reserves and is similar to Tier 1 capital except that it does not include 30% of net income for the period (considered as a deduction for minimum mandatory dividends).

Regulatory capital or “effective net equity” is defined as the aggregate of:

 

   

a bank’s paid-in capital and reserves;

   

its subordinated bonds, valued at their placement price (but decreasing by 20% for each year during the period commencing six years prior to maturity), for an amount up to 50% of its basic capital;

   

goodwill or premiums, paid balances and investments in companies that are not part of the consolidation, which shall be deducted;

   

its voluntary allowances for loan losses for an amount of up to 1.25% of risk-weighted assets; and

   

other adjustments as instructed by the SBIF.

In cases where a limit is required to be applied on an unconsolidated basis, capital attributable to subsidiaries and foreign branches shall be excluded.

The Chilean General Banking Law contains a five-category risk classification system to be applied to bank assets that is based on the Basel Committee recommendations.

In 2009, the SBIF postponed the application of the third pillar of Basel II in Chile, which includes the implementation of capital limits with market risk and operational risk-weighted assets. These changes must be approved by Congress as it involves a modification to the Chilean General Banking Law.

 

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Within the scope of Basel II in Chile, further changes in regulation may occur. See “Item 3. Key Information—D. Risk Factors— Risks relating to Chile and other countries in which we operate—Chile’s banking regulatory and capital markets environment is continually evolving and may change”.

Lending Limits

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

 

   

a bank cannot extend to any entity or individual (or any one group of related entities), directly or indirectly, unsecured credit in an amount that exceeds 10% of the bank’s effective net equity, or in an amount that exceeds 30% (previously 25%) of its effective net equity if the excess over 10% (previously 5%) is secured by certain assets with a value equal to or higher than such excess. In the case of foreign export trade financing, the ceiling for unsecured credits is also 10% (previously 5%) and the ceiling for secured credits is also established at 30%. In the case of financing infrastructure projects built through the concession mechanism, the 10% (previously 5%) ceiling for unsecured credits is 15% if secured by a pledge over the concession, or if granted by two or more banks or finance companies which have executed a credit agreement with the builder or holder of the concession, while the ceiling for secured credits remains at 30% (previously 25%);

   

a bank cannot extend loans to another financial institution subject to the Chilean General Banking Law in an aggregate amount exceeding 30% of its effective net equity;

   

a bank cannot directly or indirectly grant a loan whose purpose is to allow an individual or entity to acquire shares of the lender bank;

   

a bank cannot lend, directly or indirectly, to a director or any other person who has the power to act on behalf of the bank; and

   

a bank cannot grant loans to related parties (which relation can arise from management or for ownership reasons, including holders of more than 1% of its shares, except in the case of companies which are actively traded on the Santiago Stock Exchange, like CorpBanca, in which case the limit is 5%) on more favorable terms than those generally offered to non-related parties. Loans granted to related parties are subject to the limitations described in the first bullet point above. In addition, the aggregate amount of loans to a single group of related parties cannot exceed 5% of the bank’s effective net equity, or 25% if the excess thereof is secured by certain assets with a value equal to or greater than such excess, or by certain other collateral specified in the Chilean General Banking Law. The definitions of “related” and “group” for these purposes are determined by the SBIF. The aggregate amount of all credits granted to related parties of the bank cannot exceed its effective net equity.

To determine the lending limits with respect to a particular person, the obligations undertaken by partnerships in which the relevant person is an unlimited partner or by companies of any nature in which such person has more than 50% of their capital or receives more than 50% of their profits, will be accounted as obligations of such person. Likewise, if the participation of the relevant person in a company is higher than 2% but not higher than 50% of its capital, then the obligations of such company will be accounted for as obligations of such person in proportion to its actual participation. Finally, when there is a plurality of debtors of the same obligation, then the obligation will be deemed joint and several with respect to each and all of the debtors, unless expressly undertaken in other terms.

Current Regulations Relating to Classification of Banks and Loans; Allowances for Loan Losses

The method of determining the provision and allowance for loan losses described in this section represents Chilean GAAP accounting and is a regulatory required disclosure. This information has been provided in order to provide the reader with a more in-depth analysis. Notwithstanding, our allowance and provision for loan losses as recorded in our financial statements included herein have been determined in accordance with IFRS.

Differences in allowance methodology between IFRS and SBIF requirements exist in the individually significant loan category due to the fact that the percentages prescribed by the SBIF to provision on individually significant loans are based on benchmarking within the Chilean market and also have a starting point which is an estimated range of losses. The benchmarking or the point estimate used by the bank within the estimated range of loss (which usually does not vary to a point outside of the range of loss provided by the SBIF with the exception of any loans which, for SBIF purposes, are required to be provisioned on an “expected loss” basis) may vary risk category by risk category under IFRS.

 

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Classification of Banks and Loan Portfolios

Solvency and Management.  Chilean 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 (1) level A in terms of solvency and level B in terms of management, (2) level B in terms of solvency and level A in terms of management, or (3) 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 (1) level B in terms of solvency and level B in terms of management for two or more consecutive review periods, (2) level A in terms of solvency and level C in terms of management, or (3) level B in terms of solvency and level C in terms of management.

   

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 management rating level.

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.

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.

Provisioning Requirements for Consumer Lending

Pursuant to provisioning requirements for consumer lending established by the SBIF, a bank must review the credit rating of all loans made to a particular borrower if the bank renegotiates any loan with that borrower. In addition, a bank must classify all consumer loans of a single borrower according to the borrower’s worst-rated loan. Finally, a bank must establish and abide by more stringent follow-up procedures relating to a borrower’s consumer loans with other financial institutions. A bank, for example, must automatically review a borrower’s rating when the borrower’s records display a non-performing loan or other kind of negative credit behavior in the databases of the SBIF or private information services, even if the borrower is not in default vis-à-vis the bank.

Capital Markets

Under the Chilean General Banking Law, 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 in financial leasing, mutual fund and investment fund administration, investment advisory services and merger and acquisition services. These subsidiaries are regulated by the SBIF and, in some cases, also by the SVS, the regulator of the Chilean securities market and of open-stock (public) corporations.

MK3, approved by the Chilean Congress in June 2010, includes, among other things, the possibility for non-Chilean banks with representative offices in Chile to promote the credit products of their headquarters directly. Before this reform, representative offices of non-Chilean Banks were only able to act as intermediaries between their parent companies and local companies.

Subsidiaries and Affiliated Companies

Chilean banks are authorized to create subsidiaries to engage in (1) brokerage of securities, (2) management of mutual funds, investment funds, offshore funds, housing funds or all the foregoing, (3) insurance brokerage, (4) leasing operations, (5) factoring operations, (6) securitization, (7) financial advisory, (8) custody and transportation of funds, (9) provision of other financial services as authorized by the SBIF, (10) real estate leasing, and (11) social security advice. These subsidiaries are regulated by the SBIF except for the cases referred to in (1), (2), (3) and (6) in which the SBIF may request information but the entities are regulated by the SVS or, with respect to social security, by the Superintendency of Pensions (Superintendencia de Pensiones). Currently, banks are not authorized to create or engage in the business of insurance companies (other than brokers) and pension funds or health insurance administrators.

 

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Banks may also create and participate in companies exclusively destined to the carrying out of activities in support of the main banking operations, such as credit card or debit card operators.

Legal Provisions Regarding Banking Institutions with Economic Difficulties

Chilean banks may not be declared bankrupt, except when undergoing voluntary liquidation. The Chilean General Banking Law provides that if specified adverse circumstances exist at any bank, its board of directors must correct the situation within 30 days from the date of receipt of the relevant financial statements. If the board of directors is unable to do so, it must call a special shareholders’ meeting to increase the capital of the bank by the amount necessary to return the bank to financial stability. If the shareholders reject the capital increase, or if it is not effected within the term and in the manner agreed to at the meeting, or if the SBIF does not approve the board of directors proposal, the bank will be barred from increasing its loan portfolio beyond that stated in the financial statements presented to the board of directors and from making any further investments in any instrument other than in instruments issued by the Central Bank of Chile. In such a case, or in the event that a bank is unable to make timely payment in respect of its obligations or if a bank is under provisional administration of the SBIF, the Chilean General Banking Law provides that the bank may receive a two-year term loan from another bank. The terms and conditions of such a loan must be approved by the directors of both banks, as well as by the SBIF, but need not be submitted to the borrowing bank’s shareholders for their approval. In any event, a creditor bank cannot grant interbank loans to an insolvent bank in an amount exceeding 25% of the creditor bank’s effective net equity. The board of directors of a bank that is unable to make timely payment of its obligations must present a reorganization plan to its creditors in order to capitalize the credits, extend their respective terms, forgive debts or take other measures for the payment of the debts. If the board of directors of a bank submits a reorganization plan to its creditors and such arrangement is approved, all subordinated debt issued by the bank, whether or not matured, will be converted by operation of law into common shares in the amount required for the ratio of effective net equity to risk-weighted assets not to be lower than 12%. If a bank fails to pay an obligation, it must notify the SBIF, which shall determine if the bank is solvent.

Dissolution and Liquidation of Banks

The SBIF may establish that a bank must be liquidated for the benefit of its depositors or other creditors when such bank does not have the necessary solvency to continue its operations. In such case, the SBIF must revoke a bank’s authorization to exist and order its mandatory liquidation, subject to agreement by the Central Bank of Chile. The SBIF must also revoke a bank’s authorization if the reorganization plan of such bank has been rejected twice. The resolution by the SBIF must state the reason for ordering the liquidation and must name a liquidator, unless the Superintendent of Banks assumes this responsibility. When a liquidation is declared, all checking accounts, other demand deposits received in the ordinary course of business, other deposits unconditionally payable immediately are required to be paid by using existing funds of the bank, its deposits with the Central Bank of Chile or its investments in instruments that represent its reserves.

If these funds are insufficient to pay these obligations, the liquidator may seize the rest of the bank’s assets, as needed. If necessary and in specified circumstances, the Central Bank of Chile 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. Within certain limits, banks in Chile may invest in such debt securities, in the event such debt securities qualify as securities issued or guaranteed by (1) foreign sovereign states or their central banks or (2) other foreign or international financial institutions of which Chile is a member or bonds issued by foreign corporations. Such foreign currency securities must have a minimum rating as follows:

 

Rating Agency

       Short Term            Long Term    

Moody’s

   P-2    Baa3

Standard and Poor’s

   A-2    BBB-

Fitch Rating Service

   F2    BBB-

Dominion Bond Rating Service (DBRS)

   R-2    BBB (low)

 

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A Chilean bank may invest in securities having a minimum rating as follows, provided that in case the total amount of these investments exceeds 20% (or 30% for banks with a BIS ratio equal or exceeding 10%) of the effective net equity of the bank, a provision of 100% of the excess shall be established by the bank:

 

Rating Agency

       Short Term            Long Term    

Moody’s

   P-2    Ba3

Standard and Poor’s

   A-2    BB-

Fitch Rating Service

   F2    BB-

Dominion Bond Rating Service

   R-2    BB (low)

If investments in these securities and certain loans referred to below exceed 70% of the effective net equity of the bank, a provision for 100% of the excess shall be established, unless the excess, up to 70% of the bank’s effective net equity, is invested in securities having a minimum rating as follows:

 

Rating Agency

       Short Term            Long Term    

Moody’s

   P-1    Aa3

Standard and Poor’s

   A-1+    AA-

Fitch Rating Service

   F1+    AA-

Dominion Bond Rating Service

   R-1 (high)    AA (low)

Additionally, a Chilean bank may invest in foreign securities, with ratings equal to or exceeding those set forth in Table 3 above, in: (1) overnight and term deposits with foreign banks, subject to a limit of up to 30% of the effective net equity of the Chilean bank that makes the investment (or limit of 25% of its effective net equity regarding deposits with certain related parties); and (2) securities issued or guaranteed by sovereign states or their central banks or those securities issued or guaranteed by international institutions of which Chile is a part, subject to a limit of up to 50% of the effective net equity of the Chilean bank.

Subject to specific conditions, a bank may grant loans in dollars to subsidiaries or branches of Chilean companies located abroad, to companies listed on foreign stock exchanges authorized by the Central Bank of Chile and, in general, to individuals and entities domiciled abroad, as long as the Central Bank of Chile is kept informed of such activities. A bank may also grant loans in dollars to finance exports to or from Chile.

In the event that the sum of the investments of a bank in foreign currency and of the commercial and foreign trade loans granted to foreign individuals and entities exceeds 70% of the effective net equity of such bank, the excess is subject to a mandatory reserve of 100%.

The Bicentennial Capital Markets Agenda

In May 2010, the Chilean government announced a new capital markets reform entitled “Bicentennial Capital Markets Agenda” (Agenda del Mercado de Capitales Bicentenario), which the Chilean government intends to implement through various legislative initiatives and administrative reforms. The agenda seeks to further enhance the international integration of Chile’s financial market, create a regulatory framework that fosters innovation and entrepreneurship, continue the adoption of the best international practices on competition, supervision and transparency, increase the depth and liquidity of the financial system and widen its access to it.

The main features of this new agenda include:

 

   

the regulation and reform of the tax treatment of the fixed-income, derivatives and the administration of funds;

 

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the creation of a national financial consumer agency to protect customers of financial services;

   

the adoption of legislative measures to reduce cyclical variations in the credit supply and render the system more secure, solvent and liquid;

   

the creation of incentives to encourage transparency and proper price formation by allowing the integration of local stock exchanges with others in Latin America, increasing price information in the foreign exchange market, certificating financial professionals and limiting use of market-sensitive information;

   

the adoption of measures to strengthen the governance of the SVS and increasing the autonomy of the SBIF;

   

the reform of the Bankruptcy Law;

   

the improvement of access of individuals and small—and medium-size business to the capital markets, increase bank penetration, reduce the costs associated with initial public offerings and create new incentives for innovation and venture capital; and

   

the development of new markets and financial products that result in lower-cost financing alternatives.

Implementation of this agenda is underway. Several administrative measures, such as the creation of the Financial Stability Council, were adopted. Some bills of law remain under discussion in Congress, such as the bill on competition in the financial system. However, some of the topics mentioned above, including the first, second and sixth bullets have been totally or partially implemented through laws already enacted.

Financial Stability Council

Decree No. 953 of 2011 of the Ministry of Finance created a Financial Stability Council composed by the three different superintendents with powers over the financial market (SVS, SBIF and the Superintendent of Pensions, or SAFP). The main purpose of the Financial Stability Council is for these different market regulators to exchange information and oversee the financial market as a whole.

Anti-Money Laundering, Anti-Terrorist Financing and Foreign Corrupt Practices Act Regulations

United States

We, as a foreign private issuer whose securities are registered under the U.S. Securities Exchange Act of 1934, are subject to the U.S. Foreign Corrupt Practices Act, or the FCPA. The FCPA generally prohibits such issuers and their directors, officers, employees and agents from using any means or instrumentality of U.S. interstate commerce in furtherance of any offer or payment of money to any foreign official or political party for the purpose of influencing a decision of such person in order to obtain or retain business. It also requires that the issuer maintain books and records and a system of internal accounting controls sufficient to provide reasonable assurance that accountability of assets is maintained and accurate financial statements can be prepared. Penalties, fines and imprisonment of our officers and/or directors can be imposed for violations of the FCPA. Furthermore, we may be subject to a variety of U.S. anti-money laundering and anti-terrorist financing laws and regulations, such as the Bank Secrecy Act of 1970, as amended, and the USA PATRIOT ACT of 2001, as amended, and a violation of such laws and regulations may result in substantial penalties, fines and imprisonment of our officers and/or directors.

Chile

The Anti-Money Laundering Act, or the AML Act requires banks, among others, to report any “suspicious transactions or activities” that they may become aware of in the ordinary course of their businesses to the Chilean Financial Analysis Unit (Unidad de Análisis Financiero), or FAU. “Suspicious activities or transactions” are defined by the AML Act as any act, operation or transaction that, in accordance with the uses and customs of the relevant activity, is considered unusual or devoid of apparent economic or legal justification, whether carried out in an isolated or recurrent basis.

In accordance with the AML Act, banks must keep special records for any transaction in cash for amounts exceeding UF 450, and report them to the FAU if so required by the latter authority.

With regard to Chilean banks the SBIF has also provided guidelines for banks to set up an AML and Combating Financing of Terrorism, or CFT, prevention system applicable in their ordinary course of business, which must take into consideration the volume and complexity of their transactions, including their affiliates and supporting entities, and their international presence. In case of non-compliance of these guidelines, the SBIF may impose administrative sanctions upon the infringing bank such as fines and warnings. Among other requirements, such system shall include at least (1) “know your customer” policies, (2) a manual of policies and procedures, (3)

 

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the appointment of a compliance officer, and (4) all necessary technological tools to develop red-flag systems to identify and detect unusual operations. For more information on our Anti-Money Laundering Committee, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Other Committees—Anti-money laundering and anti-terrorism finance prevention committee”.

Colombia

The regulatory framework to prevent and control money laundering is contained in, among others, Decree 663 of 1993 and External Circular No. 07 of 1996 (Basic Legal Circular), Title 1, Chapter XI, “Standards for Risk Management Laundering and Terrorist Financing”, issued by the Colombian Superintendency of Finance, as well as Law 599 of 2000 (Colombian Criminal Code, as amended).

Colombian laws adopt the latest guidelines related to anti-money laundering and other terrorist activities established by the Financial Action Task Force on Money Laundering, or FATF. Colombia, as a member of the GAFI-SUD (Grupo de Acción Financiera de Sudamérica) (a FATF style regional body), follows all of FATF’s 40 recommendations. Finally, the Colombian criminal code introduced criminal rules and regulations to prevent, control, detect, eliminate and adjudicate all matters related to financing terrorism and money laundering. The criminal rules and regulations cover the omission of reports on cash transactions, mobilization or storage of cash, and the lack of controls.

Anti-money laundering provisions have been complemented with provisions aimed at deterring terrorism financing. For that purpose, by means of the Basic Legal Circular, the Colombian Superintendency of Finance has issued regulations requiring the implementation by financial institutions of a risk management system for money laundering and terrorism financing. These regulations emphasize “know your customer” policies and knowledge of customers and markets. They also establish processes and parameters to identify and monitor a financial institution’s customers. According to these regulations, financial institutions must cooperate with the appropriate authorities to prevent and control money laundering and terrorism.

Finally, the Colombian Criminal Code includes rules and regulations to prevent, control, detect, eliminate and adjudicate all matters related to financing terrorism and money laundering. The criminal rules and regulations cover the omission of reports on cash transactions, and the lack of controls.

Recent Regulatory Developments in Chile

Capital Adequacy Requirements

In line with the future adoption of Basel II regulations in Chile, in 2010 the SBIF disclosed a proposal to increase the minimum regulatory capital ratio from the current 8% to 10%. This change requires an amendment to the Chilean General Banking Law by Congress. Although as of December 31, 2013, we had a regulatory capital ratio of 13.2% measured as Effective Equity / Credit Risk weighted average assets, this change, if adopted, could require us to inject additional capital in our business in the future.

Ley DICOM

In February 2012, Ley DICOM was enacted in order to restrict the use of private and personal economic, financial, banking and commercial information of customers set forth in Law No. 19,628 on Protection of Privacy, which is supplemented by Ley DICOM. This new law (i) provides that this data can only be shared with established businesses and companies that engage in risk assessment in order to assess business risk and credit process review; (ii) prohibits the request of this data in connection with recruitment for employment, admission to preschool, school or higher education, medical attention or nomination for a public position; (iii) allows the owners of the data to request distributors of personal information certifications for purposes other than credit process review, in which case the distributor must issue a certificate containing the overdue obligations of the applicant; (iv) prohibits the sharing or reporting of information related to obligations renegotiated, novated or pending in certain forms as well as debts incurred by users of the toll road concessions; (v) requires the distributors of economic, financial, banking and business information to have a system that records the access and delivery of background information contained in them, identifies the name of the person who has requested such information and the reason, date and time of the request; (vi) allows the owners of the information contained in such record to access the registry, free of charge, every four months, to check the information for the last 12 months; (vii) introduces mechanisms to facilitate the exercise of the rights of the holders of the information by imposing on the distributor or responsible party of the data

 

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bank the obligation to evidence compliance with Ley DICOM and (viii) obligates the deletion of unpaid obligations reported through December 31, 2011, provided that the total debts registered by such debtor are for an amount less than Ch$2,500,000, for capital, excluding interest, adjustments or any other item. We do not expect Ley DICOM to have a significant impact on our business or our commercial practices because we have anticipated the changes it introduced, to a large extent, by adjusting the information base and the relevant parameters used in our credit risk-assessment models for granting loans.

Financial National Consumer Service (Sernac Financiero)

In July 2012 the government enacted the regulations that implement Law No. 20,555, which address mortgage loans, consumer loans, credit cards, the “Sernac Seal” (Sello Sernac), and other financial products and services. The new regulations govern, among other matters, the form and content of communications that financial institutions must periodically provide to their customers. Likewise, the new regulations implement the so-called “Summary Sheet” (Hoja Resumen), which must precede the contracts that consumers enter into with financial institutions. The Summary Sheet is intended to provide a clear and understandable summary of the terms and conditions that govern financial products and services.

The Sernac Seal is a new concept introduced by Law No. 20,555 and consists of a non-mandatory certification granted by the Chilean government agency in charge of consumer protection (Servicio Nacional del Consumidor, or Sernac), by which that agency confirms that the contracts used by a financial institution when providing products and services comply with the Consumer Protection Act. In this regard, the new regulation establishes the specific requirements for financial institutions to obtain such certification as well as the events that may lead to its termination. Among the requirements to obtain the certification, financial institutions must provide a consumer service and adopt a dispute resolution procedure as defined by Law 20,555 and its regulation.

New Insurance Brokerage Regulation

On December 1, 2013, a new regulation affecting all insurance brokerage businesses in Chile became effective. This regulation is a result of Law No. 20,667 that was enacted on May 9, 2013 and Circular No. 2,114 issued by the SVS on July 26, 2013. The new 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 and any other commissions. We do not expect these new refund obligations to have a material effect on the results of our operations. 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 new regulation became effective. Prior to this new regulation, unearned premiums were refunded only if the early termination took place within the later of forty-five days after the issuance of the insurance policy, or one-tenth of the total term of the insurance policy (from the date of issuance).

In addition, Circular No. 2,131, issued by the SVS on November 28, 2013, added additional requirements regarding customer service for insurance customers. We do not expect these new regulations to have a material effect on our results of operations.

Finally, Circular No. 2,137, issued by the SVS on January 13, 2014, requires the adoption of IFRS by insurance brokerage companies beginning in 2015. We expect this requirement to initially affect the revenues of our subsidiary CorpBanca Corredora de Seguros, in its capacity as an insurance broker.

Funds Law (Ley Única de Fondos)

Law No. 20,712 on funds was published in the Chilean Official Gazette on January 7, 2014, or the Funds Law. The Funds Law is a single legal set of regulations enacted to provide for general and special regimes applicable to all Chilean funds, setting basic provisions governing their structure, management, dividend distribution, redemption of quotas and taxation, among other things. This law is expected to have a positive effect on the operations of our subsidiary CorpBanca Administradora General de Fondos S.A., in its capacity as fund manager.

 

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Maximum Interest Rate

A new Chilean law regarding maximum interest rates was enacted on December 13, 2013 upon publication of Law 20,715 in the Chilean Official Gazette. This legislation affects all Chilean businesses that charge interest (including all banks) on loans up to UF 200 (approximately U.S.$8,900), including installment loans, credit cards, credit line loans and overdue loans. This regulation requires, among other things, a new method for calculating the maximum legal interest rate for loans not indexed to inflation with terms longer than 90 days, which results in a reduction of the maximum legal interest rate applicable to such debtors. We do not expect the enactment of this law to have a material effect on our results of operations.

Bankruptcy Law

The Chilean Congress approved a new Bankruptcy Act on October 29, 2013, which was published in the Official Gazette on January 9, 2014 and will come into effect on October 9, 2014. The new Bankruptcy Act eliminates the distinction between merchants and other debtors, and eliminates the classification of bankruptcies as negligent or fraudulent, even though it modifies the Chilean Criminal Code in order to recognize certain criminal offences related to the conduct of the business of the debtor prior to the declaration of its bankruptcy, among other changes.

Under the new Bankruptcy Act, there are two types of proceedings, (i) liquidation proceedings which are very similar to existing bankruptcy proceedings, although they will be headed by a liquidator rather than a trustee, and (ii) reorganization proceedings. Reorganization proceedings are more oriented to the continuation of the debtor’s business and, therefore, allow the debtor to seek protection of the courts, or Insolvency Protection, for a term of 30 days, as from the date the reorganization proceeding commenced during which, among other effects, it cannot be put into liquidation, its assets cannot be foreclosed, the agreements entered into by it cannot be unilaterally terminated by the other party, the maturity of the indebtedness of the debtor cannot be accelerated or the securities granted by the debtor cannot be enforced by the creditor based on the debtor’s insolvency. In the event that a creditor breaches this provision, its credit shall rank junior after all the other debts of the debtor. This 30-day term could be extended for 30 or 60 days if supported by creditors representing 30% or 50% of the debtors’ unrelated liabilities, respectively.

Pursuant to the provisions of the new Bankruptcy Act, it is now possible for a debtor to commence a reorganization procedure not only through a court process, but also as an out-of-court agreement with its creditors, which shall then be approved by the court through a simple process. It is also now possible for the debtor and its creditors to agree in reorganization proposal including different conditions for different categories of creditors (e.g., secured and unsecured), which must be expressly approved by the remaining creditors.

The new Bankruptcy Act also allows the debtor under Insolvency Protection to contract debt to finance its operations (up to 20% of the debt it had at the commencement of the procedure), which shall rank senior with respect to the existing creditors (except for a few statutory preferences which shall remain in force) in case the reorganization agreement is not approved and the judge orders the liquidation of the company.

The new Bankruptcy Act amends claw-back period rules such that as a general rule any transfer, encumbrance or other transaction executed or granted by the debtor during the term of two years prior to the commencement of the reorganization or liquidation proceedings may be rendered ineffective if its proved before the court that such transfer, encumbrance or transaction: (i) was entered with the counterparty knowledge of the debtor’s bad business condition; and (ii) caused damages to the bankruptcy estate or has affected the parity that shall exist among creditors (e.g. that the transaction has not been entered into terms and conditions similar to those usually prevailing in the market at the time of its execution).

Notwithstanding the above, the new Bankruptcy Act maintains certain specific cases of ineffectiveness of any transfer, encumbrance or other transaction executed or granted during the term of one year prior to the commencement of the insolvency proceedings (which may be extended to two years in certain events), based on objective grounds, such as pre-payments, payments in terms different as originally agreed by the parties and the creation of security interests to guarantee pre-existing obligations.

 

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Finally, the new Bankruptcy Act regulates for the first time cross-border insolvency issues, allowing the recognition in Chile of foreign bankruptcy/liquidation proceedings. We do not expect the enactment of this law to have a material effect on our results of operations.

Colombian Banking Regulation and Supervision

Colombian Banking Regulators

Pursuant to Colombia’s Constitution, the Colombian Congress has the power to prescribe the general legal framework within which the government may regulate the financial system. The agencies vested with the authority to regulate the financial system are the board of directors of the Central Bank of Colombia, the Colombian Ministry of Finance, or Ministry of Finance, the Colombian Superintendency of Finance, the Superintendency of Industry and Commerce, or SIC, and the Self-Regulatory Organization (Autorregulador del Mercado de Valores-AMV), or the SRO.

Central Bank of Colombia

The Central Bank of Colombia exercises the customary functions of a central bank, including price stabilization, monetary policy, regulation of currency circulation, regulation of credit, exchange rate monitoring and management of international reserves. Its board of directors is the regulatory authority for monetary, currency exchange and credit policies, and is responsible for the direction of the Central Bank of Colombia’s duties. The Central Bank of Colombia also acts as lender of last resort to financial institutions.

Ministry of Finance and Public Credit

One of the functions of the Ministry of Finance is to regulate all aspects of finance and insurance activities. As part of its duties, the Ministry of Finance issues decrees relating to financial matters that may affect banking operations in Colombia. In particular, the Ministry of Finance is responsible for regulations relating to capital adequacy, risk limitations, authorized operations, disclosure of information and accounting of financial institutions.

Colombian Superintendency of Finance

The Colombian Superintendency of Finance is the authority responsible for supervising and regulating financial institutions, including commercial banks such as CorpBanca Colombia and Helm Bank, finance corporations, finance companies, financial services companies and insurance companies. The Colombian Superintendency of Finance has broad discretionary powers to supervise financial institutions, including the authority to impose fines on financial institutions and their directors and officers for violations of applicable regulations. The Colombian Superintendency of Finance can also conduct on-site inspections of Colombian financial institutions.

The Colombian Superintendency of Finance is also responsible for monitoring and regulating the market for publicly traded securities in Colombia and for monitoring and supervising securities market participants, including the Colombian Stock Exchange, brokers, dealers, mutual funds and issuers.

Financial institutions must obtain the prior authorization of the Colombian Superintendency of Finance before commencing operations.

Violations of the financial system rules and regulations are subject to administrative, and in some cases, criminal sanctions.

Law 1564 of 2012 (with effect from January 1, 2014), vested certain judicial duties in the Colombian Superintendency of Finance, regarding controversies among customers and banks.

Self-Regulatory Organization

The SRO is a private entity responsible for the regulation of entities participating in the Colombian capital markets. The SRO may issue mandatory instructions to its members and supervise its members’ compliance and impose sanctions for violations.

 

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All capital market intermediaries, including CorpBanca Colombia, Helm Bank and their respective subsidiaries (CIVAL and CIT Colombia, Helm Fiduciaria and Helm Comisionista), must become members of the SRO and are subject to its regulations.

Superintendency of Industry and Commerce

The SIC is the authority responsible for supervising and regulating competition in several industrial sectors, including financial institutions. The SIC is authorized to initiate administrative proceedings and impose sanctions on banks, including CorpBanca Colombia, whenever the financial entity behaves in a manner considered to be anti-competitive.

Capital Adequacy Requirements

Capital adequacy requirements for Colombian financial institutions (as set forth in Decree 2555 of 2010, as amended) are based on applicable Basel Committee standards. Decree 2555 of 2010, establishes four categories of assets, which are each assigned different risk weights, and require that a credit institution’s Technical Capital (as defined below) be at least 9% of that institution’s total risk-weighted assets.

On August 2013, new regulation (Decree 1771 of 2012) was enacted, and all financial institutions (including CorpBanca Colombia and Helm Bank) were required to calculate Technical Capital as the sum of Ordinary Basic Capital (Common Equity Tier One), Additional Basic Capital (additional Tier One), and Additional Capital (Tier Two Capital). The total solvency ratio remains at a minimum of 9% of the financial institution’s total risk-weighted assets; but each entity must also comply with a minimum basic solvency ratio of 4.5%, which is defined as the Ordinary Basic Capital after deductions, divided by the financial institution’s total risk-weighted assets. In addition to these regulatory minimum basic solvency requirements, CorpBanca Colombia has committed to maintain a solvency ratio of 11.8% for a period of time following the CorpBanca Colombia and Helm Bank merger. Notwithstanding these minimums, when the solvency ratio of a financial institution is below 10%, the Colombian Superintendency of Finance implements a closer supervision on banking activities of the entity based on the supervision policy implemented by the Colombian Superintendency of Finance.

Minimum Capital Requirements

The minimum capital requirement for banks on an unconsolidated basis is established in Article 80 of the Financial Organic Statute. The minimum capital requirement for 2013 was COP$75,550 million and such minimum capital requirement for 2014 is COP$77,016 million (for Banking Institutions). Failure to meet such requirement can result in the taking of possession (toma de posesión) of any financial institution, including CorpBanca Colombia or Helm Bank, by the Colombian Superintendency of Finance. Minimum capital requirements are updated annually in January by the same percentage as the inflation percentage for the prior year. The levels of minimum capital requirements for each type of financial institution (financial corporations, financing companies, trust companies, etc) are different, with banks having the highest minimum amount. Additionally, there are capital requirements above this minimum for the purposes of credit exposure and derivatives transactions.

Capital Investment Limit

All investments in subsidiaries and other authorized capital investments, other than those made in order to abide by legal requirements, may not exceed 100% of the total aggregate of capital, equity reserves and the equity re-adjustment account of the respective bank, financial corporation or commercial finance company, excluding unadjusted fixed assets and including deductions for accumulated losses.

Mandatory Investments

Central Bank of Colombia regulations require financial institutions, including CorpBanca Colombia and Helm Bank, to make mandatory investments in securities issued by Finagro, a Colombian public financial institution that finances production and rural activities, to support the agricultural sector. The amount of these mandatory investments is calculated based on the current peso-denominated obligations of the relevant financial institution.

Foreign Currency Position Requirements

According to External Resolution 9 of 2013 issued on December 20, 2013 by the board of directors of the Central Bank of Colombia as amended, or Resolution 4, a financial institution’s foreign currency position (posición propia en moneda extranjera) is the difference between such institution’s foreign currency-denominated assets and liabilities (including any off-balance sheet items), made or contingent, including those that may be sold in Colombian legal currency.

 

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Resolution 9 provides that the average of a bank’s foreign currency position for three business days cannot exceed the equivalent in Colombian pesos of 20% of the bank’s Technical Capital. Currency exchange intermediaries such as CorpBanca Colombia are permitted to hold a three business days’ average negative foreign currency position not exceeding the equivalent in foreign currency of 5% of its Technical Capital (with penalties being payable after the first business day).

Resolution 9 also defines foreign currency position in cash (posición propia de contado en moneda extranjera) as the difference between all foreign currency-denominated assets and liabilities. A bank’s three business days average foreign currency position in cash cannot exceed 50% of the bank’s Technical Capital. In accordance with Resolution 9, the three day average must be calculated on a daily basis and the foreign currency position in cash cannot be negative.

Finally, Resolution 9 requires banks to comply with a gross position of leverage (posición bruta de apalancamiento). Gross position of leverage is defined as the sum of (i) the rights and obligations of term and future contracts denominated in foreign currency, plus (ii) foreign currency cash operations with settlement higher or equal to one banking day, plus (iii) the exchange rate risk exposure associated with debtor and creditor contingencies acquired in the trading of exchange rate options and derivatives.

Resolution 9 sets a limit on the gross position of leverage, which cannot exceed 550% of the Technical Capital.

Deposit Insurance

In Colombia, the deposit insurance fund, FOGAFIN (Fondo de Garantías de Instituciones Financieras), guarantees up to COP$20 million (US$10,380 as of December 31, 2013) per person, for each institution calculated as the aggregate amount of time, savings and demand deposits held by individuals in a Colombian financial institution. Payment will be made in case of an administrative compulsory liquidation of the financial institution.

Reserve Requirements

Commercial banks are required by the board of directors of the Central Bank of Colombia to satisfy reserve requirements with respect to deposits and other cash demands. Such reserves are held by the Central Bank of Colombia in the form of cash deposits. According to Resolutions 5 and 11 of 2008 issued by the board of directors of the Central Bank of Colombia, as amended, the reserve requirements for Colombian banks are measured bi-weekly and the amounts depend on the class of deposits.

Credit institutions must maintain reserves of 11% over the following deposits and cash demands:

 

   

Private demand deposits;

   

Government demand deposits;

   

Other deposits and liabilities; and

   

Savings deposits.

In addition, credit institutions must maintain reserves of 4.5% for term deposits with maturities fewer than 540 days and 0% for term deposits with maturities of more than 540 days.

Credit institutions may maintain these reserves in their accounts at the Central Bank of Colombia.

Marginal reserve requirements were eliminated by the Central Bank of Colombia in 2008. Since 2009, the reserve requirements have no remuneration.

Foreign Currency Loans

Residents of Colombia may obtain foreign currency loans from foreign residents, and from Colombian currency exchange intermediaries or by placing debt securities abroad. Foreign currency loans must be either disbursed through a foreign exchange intermediary or deposited in offshore compensation accounts.

 

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According to regulations issued by the Central Bank of Colombia, every Colombian resident and institution borrowing funds in foreign currency is generally required to post with the Central Bank of Colombia non-interest bearing deposits for a specified term, although the size of the required deposit is currently zero.

Notwithstanding the foregoing, such deposits would not be required in certain cases established in Article 26 of External Resolution 8 of 2000, including in the case of foreign currency loans aimed at financing Colombian investments abroad or for short-term exportation loans, provided that such loan is disbursed against the funds of Banco de Comercio Exterior—Bancoldex. Moreover, Article 59-1(c) of External Resolution 8 of 2000 sets forth a number of restrictions and limitations as to the use of proceeds in the case of foreign currency loans obtained by Colombian currency exchange intermediaries (including CorpBanca Colombia and Helm Bank) and also provides that deposits would not be required in the event such restrictions and limitations are observed. Such foreign currency loans may be used, among others, for lending activities in a foreign currency with a tenor equal to, or shorter than, the tenor of the foreign financing.

Interest payments to foreign currency loans granted by foreign banks to Colombian residents are currently subject to a 33% or 14% withholding tax, as a general rule.

Finally, pursuant to Law 9 of 1991, the board of directors of the Central Bank of Colombia is entitled to impose conditions and limitations on the incurrence of foreign currency indebtedness, as an exchange control policy, in order to avoid pressure in the currency exchange market.

Non-Performing Loan Allowance

The Colombian Superintendency of Finance maintains guidelines on non-performing loan allowances for financial institutions. This information has been provided in order to provide the reader with a more indepth analysis. Notwithstanding, our allowance and provision for loan losses as recorded in our financial statements included herein have been determined in accordance with IFRS.

Lending Activities

Decree 2555 of 2010, as amended, sets forth the maximum amounts that a financial institution may lend to a single borrower (including for this purpose all related fees, expenses and charges). These maximum amounts may not exceed 10% of a bank’s Technical Capital. However, there are several circumstances under which the limit may be raised. In general, the limit is raised to 25% when amounts lent above 5% of Technical Capital are secured by guarantees that comply with the financial guidelines provided in Decree 2555 of 2010, as amended. Also, according to Decree 2555 of 2010, a bank may not make loans to any shareholder that holds directly more than 10% of its capital stock for one year after such shareholder reaches the 10% threshold. In no event may a loan to a shareholder holding directly or indirectly 20% or more of CorpBanca Colombia’s capital stock exceed 20% of the Bank’s Technical Capital. In addition, no loan to a single financial institution may exceed 30% of CorpBanca Colombia’s Technical Capital, with the exception of loans funded by Colombian development banks which are not subject to such limit.

Also, Decree 2555 of 2010 sets a maximum limit for risk concentrated in one single party, equivalent to 30% of CorpBanca Colombia’s Technical Capital, the calculation of which includes loans, leasing operations and equity and debt investments.

The Central Bank of Colombia also has the authority to establish maximum limits on the interest rates that commercial banks and other financial institutions may charge on loans. However, interest rates must also be consistent with market terms with a maximum limit certified by the Colombian Superintendency of Finance.

Selected Statistical Information

The following information is included for analytical purposes and should be read in conjunction with our financial statements as well as “Item 5. Operating and Financial Review and Prospects”. Unless otherwise indicated, financial data in the following tables as of December 31, 2011, 2012 and 2013 has been expressed in Chilean pesos as of December 31, 2013. The UF is linked to, and is adjusted daily to reflect changes in, the previous month’s CPI.

 

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Average Balance Sheets, Income Earned From 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, have been calculated on the basis of daily balances on an unconsolidated basis. Unless otherwise set forth herein, such average balances as they apply to the operations of our subsidiaries were calculated on the basis of month-end balances. Such average balances are presented in Chilean pesos, in UFs and in foreign currencies (principally US$).

The nominal interest rate has been calculated by dividing the amount of interest and principal readjustment due to changes in the UF index (gain or loss) during the period by the related average balance, both amounts expressed in Chilean pesos. The nominal rates calculated for each period have been converted into real rates using the following formulas:

 

Rp=      1 + Np      -1         Rd=       (1 + Nd)(1 + D)      -1   
   1 + 1          1 + 1   

Where:

Rp= real average rate for Chilean peso-denominated assets and liabilities (in Ch$ and UF) for the period,

Rd= real average rate for foreign currency denominated assets and liabilities for the period,

Np= average nominal rate for Chilean peso-denominated assets and liabilities for the period,

Nd= average nominal rate for foreign currency denominated assets and liabilities for the period,

D= devaluation rate of the Chilean peso to the U.S. dollar for the period, and

I= inflation rate in Chile for the period (based on the variation of the Chilean consumer price index).

The real interest rate can be negative for a portfolio of Chilean peso-denominated loans when the inflation rate for the period is higher than the average nominal rate of the loan portfolio for the same period. A similar effect could occur for a portfolio of foreign currency denominated loans when the inflation rate for the period is higher than the sum of the devaluation rate for the period and the corresponding average nominal rate of the portfolio. The formula for the average real rate for foreign currency denominated assets and liabilities (Rd) reflects a gain or loss in purchasing power caused by the difference between the devaluation rate of the Chilean peso and the inflation rate in Chile during the period.

The following example illustrates the calculation of the real interest rate for a dollar-denominated asset bearing a nominal annual interest rate of 10% (Nd = 0.10), assuming a 5% annual devaluation rate (D = 0.05) and a 12% annual inflation rate (I = 0.12):

 

Rd=      (1 + 0.10)(1 + 0.05)    -1= 3.125% per year
   1 + 0.12   

In the example, since the inflation rate was higher than the devaluation rate, the real rate is lower than the nominal rate in dollars. If, for example, the annual devaluation rate were 15%, using the same numbers, the real rate in Chilean pesos would be 12.9%, which is higher than the nominal rate in U.S. dollars. Using the initial example, if the annual inflation rate were greater than 15.5%, the real rate would be negative.

Interest and average balances have been calculated by taking into consideration the following:

 

   

Foreign exchange gains or losses on foreign currency denominated assets and liabilities have not been included in interest income or expense;

   

Interest on financial investments does not include trading gains or losses on these investments;

 

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Past due loans only include the payments that are 90 or more days overdue, and do not include the portion of such loan that is not overdue (principal amount) or those payments which are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan. This practice differs from that normally followed in the United States where the amount classified as past due would include the total principal, payments and interest on all loans which have any portion overdue;

   

Penalty interest is not recognized on past due payments (loans with more than one payment) or past due loans (one payment).

   

The interest earned from past due loans is only the proportion of interest earned on each of these payments. We do not accrue penalty interest on these payments;

   

Loans that are not yet 90 days or more overdue have been included in each of the various categories of loans, and affect the various averages;

   

Non-performing commercial loans (those loans which do not accrue interest) consist of loans included in Categories C4-C6 and loans (or portions thereof) that are overdue;

   

Included in loans and receivables to banks are interbank deposits maintained in the Central Bank of Chile and foreign banks. Such assets have a distorting effect on the average interest rate earned on total interest-earning assets because currently balances maintained in Chilean peso amounts do not earn interest, and the only balances held in a foreign currency that earn interest are those maintained in U.S. dollars, but those only earn interest on the amounts that are legally required to be held for liquidity purposes. Additionally, this account includes interest earned by overnight investments. Consequently, the average interest earned on such assets is comparatively low. We maintain these deposits in these accounts to comply with statutory requirements and to facilitate international business, rather than to earn income; and

   

The monetary gain or loss on interest-earning assets and interest bearing liabilities is not included as a component of interest income or interest expense because inflation effects are taken into account in the calculation of real interest rates.

The following tables show, by currency of denomination, average balances and, where applicable, interest amounts, nominal rates and rates for our assets and liabilities for the years ended December 31, 2011, 2012 and 2013.

 

     Year ended December 31,  
     2011      2012      2013  
     Average
Balance
     Interest
Earned
     Average
Nominal
Rate
    Average
Real
Rate
     Average
Balance
     Interest
Earned
     Average
Nominal
Rate
     Average
Real
Rate
     Average
Balance
     Interest
Earned
     Average
Nominal
Rate
     Average
Real
Rate
 
     (in millions of Ch$ except for percentages)  
INTEREST EARNING ASSETS                                   
Deposits in Central Bank                                   
Ch$      63,919         1,921         3.0     (0.9)%         86,538         1,695         2.0%         (0.5)%         86,059         1,527         1.8%         (1.2%)   
UF                                                                                               
Foreign currency      29,122                        6.8%         35,025                 0.0%         (9.1)%         54,891                 0.0%         6.7%   
  

 

 

 

Total

     93,041         1,921         3.0%        1.5%         121,563         1,695         1.4%         (2.3)%         140,950         1,527         1.8%         1.9%   
  

 

 

 
Financial investments                                   
Ch$      153,956         8,155         5.3%        1.3%         301,502         15,174         5.0%         3.5%         295,940         14,704         5.0%         1.9%   
UF      562,021         35,198         6.3%        2.3%         490,627         26,562         5.4%         3.9%         242,954         10,107         4.2%         1.1%   
Foreign currency      33,420         1,743         5.2%        12.4%         233,115         10,928         4.7%         (4.8)%         378,737         14,906         3.9%         10.9%   
  

 

 

 

Total

             749,467         45,096         6.0%        2.5%         1,025,244         52,664         5.1%         1.8%         917,630         39,718         4.3%         5.4%   
  

 

 

 
Total loans                                   
Ch$      2,495,764         237,702         9.5%        5.4%         3,023,707         299,441         9.9%         8.3%         3,281,015         328,549         10.0%         6.8%   
UF      2,516,218         209,996         8.3%        4.3%         3,332,277         235,439         7.1%         5.5%         3,651,479         245,383         6.7%         3.6%   
Foreign currency      822,164         23,159         2.8%        9.8%         3,069,808         158,377         5.2%         (4.4)%         4,573,453         359,714         7.9%         15.1%   
  

 

 

 

Total

     5,834,146         470,857         8.1%        5.5%         9,425,792         693,257         7.4%         3.2%         11,505,946         933,646         8.1%         9.1%   
  

 

 

 

 

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Interbank loans

                                   

Ch$

     95,575         1,280         1.3%         (2.5)%         193,604         9,445         4.9%         3.3%         261,151         12,510         4.8%         1.7   

UF

                                                                                               

Foreign currency

     70,462         1,704         2.4%         9.4%         169,603         2,079         1.2%         (7.9)%         122,894         2,164         1.8%         8.6   
  

 

 

 

Total

     166,037         2,984         1.8%         2.6%         363,207         11,524         3.2%         (1.9)%         384,045         14,673         3.8%         3.9%   
  

 

 

 
Investment under resale agreements                                    

Ch$

     52,424         3,001         5.7%         1.8%         19,730         1,394         7.1%         5.5%         31,514         1,930         6.1%         3.0%   

UF

     1,813         18         1.0%         (2.8)%         1,022         71         6.9%         5.4%         1,021         20         2.0%         (1.0)%   

Foreign currency

     1,176         16         1.4%         (2.4)%         127,426         210         0.2%         (8.9)%         122,577         13,185         10.8%         18.2%   
  

 

 

 

Total

     55,413         3,035         5.5%         1.5%         148,178         1,675         1.1%         (6.9)%         155,110         15,135         9.8%         15.0%   
  

 

 

 
Other interest earning assets                                    

Ch$

                                     3                 0.0%         0.0%         23                 0.0%         0.0%   

UF

                                                     0.0%         0.0%                         0.0%         0.0%   

Foreign currency

     122,226         4,729         3.9%         11.0%         329,593         2,177         0.7%         (8.5%)         551,272         2,407         0.4%         7.2%   
  

 

 

 

Total

     122,226         4,729         3.9%         11.0%         329,596         2,177         0.7%         8.5%)         551,295         2,407         0.4%         7.2%   
  

 

 

 
Total interest earning assets                                    

Ch$

     2,861,638         252,059         8.8%         4.7%         3,625,084         327,149         9.0%         7.4%         3,955,700         359,220         9.1%         5.9%   

UF

     3,080,122         245,212         8.0%         3.9%         3,823,926         262,072         6.9%         5.3%         3,895,453         255,511         6.6%         3.5%   

Foreign currency

     1,078,570         31,351         2.9%         9.9%         3,964,570         173,771         4.4%         (5.1)%         5,803,822         392,376         6.8%         13.9%   
  

 

 

 

Total

           7,020,330         528,622         7.5%         5.2%         11,413,580         762,992         6.7%         2.4%         13,654,975         1,007,106         7.4%         8.6%   
  

 

 

 

 

     Year ended December 31,
     2011    2012    2013
     Average
Balance
     Interest
Earned
     Average
Nominal
Rate
   Average
Real

Rate
   Average
Balance
     Interest
Earned
     Average
Nominal
Rate
   Average
Real
Rate
   Average
Balance
     Interest
Earned
     Average
Nominal
Rate
   Average
Real
Rate
     (in millions of Ch$)

NON-INTEREST

EARNING ASSETS

                                   

Cash

                                   

Ch$

     222,333                  262,602                  291,785            

UF

                                                  

Foreign currency

     76,004                  146,211                  156,375            
  

 

 

             

 

 

             

 

 

          

Total

     298,337                  408,813                  448,160            
  

 

 

             

 

 

             

 

 

          
Allowance for loan losses                                    

Ch$

     102,788                  104,575                  112,627            

UF

                                                  

Foreign currency

     391                  58,900                  114,653            
  

 

 

             

 

 

             

 

 

          

Total

     103,179                  163,475                  227,280            
  

 

 

             

 

 

             

 

 

          
Property, plant and equipment                                    

Ch$

     55,184                  55,913                  47,642            

UF

                                                  

Foreign currency

     104                  12,337                  30,532            
  

 

 

             

 

 

             

 

 

          

Total

     55,287                  68,250                  78,164            
  

 

 

             

 

 

             

 

 

          

Derivatives

                                   

Ch$

     231,888                  269,632                  291,884            

UF

                                                  

Foreign currency

     1,157                  13,846                  27,085            
  

 

 

             

 

 

             

 

 

          

Total

     233,044                  283,478                  318,970            
  

 

 

             

 

 

             

 

 

          

Other assets

                                   

Ch$

     407,913                  497,644                  555,959            

UF

     51,811                  10,426                  2,901            

Foreign currency

     18,704                  197,836                  566,368            
  

 

 

             

 

 

             

 

 

          

Total

     478,429                  705,906                  1,125.228            
  

 

 

             

 

 

             

 

 

          

Total non-interest

earning assets

                                   

Ch$

     814,530                  981,216                  1,074,643            

UF

     51,811                  10,426                  2,901            

Foreign currency

     95,578                  311,330                  665,698            
  

 

 

             

 

 

             

 

 

          

Total

     961,919                  1,302,972                  1.743.242            
              

 

 

             

 

 

          

Total assets(1)

                                   

Ch$

     3,676,168         252,059               4,606,300         327,149               5,030,344         359,220         

UF

     3,131,933         245,212               3,834,352         262,072               3,898,354         255,511         

Foreign currency

     1,174,148         31,351               4,275,900         173,771               6,469,521         392,376         
  

 

 

    

 

 

          

 

 

    

 

 

          

 

 

    

 

 

       

Total

         7,982,251             528,622                   12,716,552             762,992                   15,398,217             1,007,106         
  

 

 

    

 

 

          

 

 

    

 

 

          

 

 

    

 

 

       

 

 

 

(1)

Represents total of interest earning and non-interest earning assets.

 

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     Year ended December 31,  
     2011      2012      2013  
     Average
Balance
     Interest
Earned
     Average
Nominal
Rate
     Average
Real
Rate
     Average
Balance
     Interest
Earned
     Average
Nominal
Rate
     Average
Real
Rate
     Average
Balance
     Interest
Earned
     Average
Nominal
Rate
     Average
Real
Rate
 
     (in millions of Ch$ except for percentages)  
INTEREST BEARING LIABILITIES                                    
Time Deposits                                    
Ch$      3,154,752         179,666         5.7%         1.7%         4,219,993         267,721         6.3%         4.8%         4,020,819         240,879         6.0%         2.9%   
UF      292,358         18,171         6.2%         2.2%         568,003         33,422         5.9%         4.3%         550,376         30,390         5.5%         2.4%   
Foreign currency      552,498         6,781         1.2%         8.1%         1,851,521         58,498         3.2%         (6.2)%         2,484,695         90,374         3.6%         10.6%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

       3,999,608           204,618         5.1%         2.7%           6,639,517           359,641         5.4%         1.7%           7,055,890           361,643         5.1%         5.6%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Central Bank borrowings                                    
Ch$                                      39                                                           
UF                                                                                                
Foreign currency                                                                                                
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

                                     39                                                           
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Repurchase agreements                                    
Ch$      161,020         8,147         5.1%         1.1%         209,370         12,085         5.8%         4.2%         95,836         4,924         5.1%         2.1%   
UF      2,629         315         12.0%         7.8%         575         54         9.4%         7.8%                 167         0.0%         (2.9)%   
Foreign currency                                      134,348         3,612         2.7%         (6.6)%         173,583         9,645         5.6%         12.6%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     163,649         8,462         5.2%         1.2%         344,293         15,751         4.6%         0.0%         269,419         14,736         5.5%         8.9%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Mortgage finance bonds                                    
Ch$      188         3         1.6%         (2.2%)         90         2         2.2%         0.7%         20         1         5.0%         1.9%   
UF      198,297         15,965         8.1%         4.0%         161,493         10,997         6.8%         5.2%         130,971         8,322         6.4%         3.3%   
Foreign currency                                                                                                
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     198,485         15,968         8.0%         4.0%         161,583         10,999         6.8%         5.2%         130,991         8,323         6.4%         3.3%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Bonds                                    
Ch$      36,366         6,632         18.2%         13.8%         45,526         14,046         30.9%         28.9%         46,211         32,076         69.4%         64.5%   
UF      1,162,123         85,845         7.4%         3.4%         1,468,606         79,905         5.4%         3.9%         1,547,176         73,895         4.8%         1.7%   
Foreign currency      8,933         137         1.5%         (2.3%)         76,830         3,605         4.7%         (4.8)%         606,158         13,917         2.3%         9.1%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,207,422         92,614         7.7%         3.6%         1,590,962         97,556         6.1%         4.2%         2,199,545         119,888         5.5%         5.1%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Other interest bearing liabilities                                    
Ch$      366,949         4,549         1.2%         (2.6%)         420,574         4,099         1.0%         (0.5)%         519,568         (3,888)         (0.7%)         (3.6%)   
UF      22,679         2,409         10.6%         6.5%         19,458         2,222         11.4%         9.8%         16,224         1,459         9.0%         5.8%   
Foreign currency      649,637         7,002         1.1%         (2.7%)         1,645,130         15,848         1.0%         (8.2)%         1,747,481         47,255         2.7%         (0.3%)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,039,265         13,960         1.3%         (2.5%)         2,085,162         22,169         1.1%         (6.5)%         2,283,273         44,826         2.0%         (1.0%)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Total interest bearing liabilities                                    
Ch$      3,719,275         198,997         2.3%         (1.5%)         4,895,592         297,953         6.1%         4.5%         4,682,454         273,992         2.3%         (0.7%)   
)%UF      1,678,086         122,705         5.7%         1.7%         2,218,135         126,600         5.7%         4.1%         2,244,747         114,233         5.7%         2.6%   
Foreign currency      1,211,068         13,920         1.1%         (2.6%)         3,707,829         81,563         2.2%         (7.1)%         5,011,917         161,191         3.2%         0.2%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     6,608,429         335,622         5.1%         (0.9%)         10,821,556         506,116         4.7%         0.5%         11,939,118         549,416         4.6%         0.3%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

84


Table of Contents
     Year ended December 31,
     2011    2012    2013
     Average
Balance
     Interest
Earned
     Average
Nominal
Rate
   Average
Real
Rate
   Average
Balance
     Interest
Earned
     Average
Nominal
Rate
   Average
Real
Rate
   Average
Balance
     Interest
Earned
     Average
Nominal
Rate
   Average
Real
Rate
     (in millions of Ch$)
NON-INTEREST EARNING LIABILITIES                                    
Non-interest-bearing demand deposits                                    
Ch$      282,470                  352,402                  383,346            
UF      2,202                  3,951                  10,412            
Foreign currency      100,146                  160,581                  1,077,716            
  

 

 

             

 

 

             

 

 

          

Total

     384,818                  516,934                  1,471,475            
  

 

 

             

 

 

             

 

 

          
Derivatives                                    
Ch$      161,012                  187,866                  210,393            
UF                                                   
Foreign currency      1,362                  17,083                  20,286            
  

 

 

             

 

 

             

 

 

          

Total

     162,374                  204,949                  230,679            
  

 

 

             

 

 

             

 

 

          
Other non-interest-bearing                                    
Ch$      221,532                  150,297                  185,812            
UF      1,933                  1,689                  1,190            
Foreign currency      4,690                  109,685                  193,931            
  

 

 

             

 

 

             

 

 

          

Total

     228,155                  261,671                  380,933            
  

 

 

             

 

 

             

 

 

          
Shareholders’ equity                                    
Ch$      598,474                  809,239                  1,218,551            
UF                                                   
Foreign currency                       102,203                  157,461            
  

 

 

             

 

 

             

 

 

          

Total

     598,474                  911,442                  1,376,012            
Total non-interest-bearing liabilities and shareholders’ equity                                    
Ch$      1,263,488                  1,499,804                  1,998,102            
UF      4,135                  5,640                  11,602            
Foreign currency      106,198                  389,552                  1,449,395            
  

 

 

             

 

 

             

 

 

          

Total

     1,373,821                  1,894,996                  3,459,098            
Total liabilities and shareholders’ equity (1)                                    
Ch$      4,982,763         198,997               6,395,396         297,953               6,680,556         273,992         
UF      1,682,221         122,705               2,223,775         126,600               2,256,349         114,233         
Foreign currency      1,317,266         13,920               4,097,381         81,563               6,461,312         161,191         
  

 

 

    

 

 

          

 

 

    

 

 

          

 

 

    

 

 

       

Total

     7,982,250         335,622               12,716,552         506,116               15,398,217         549,416         
  

 

 

    

 

 

          

 

 

    

 

 

          

 

 

    

 

 

       

 

 

 

(1)

Represents total of interest bearing and non-interest bearing liabilities and shareholders’ equity.

Interest-earning Assets—Net Interest Margin

The following tables analyze, by currency of denomination, our levels of average interest-earning assets and net interest, and illustrate the comparative margins obtained, for each of the periods indicated:

 

     For the Year Ended December 31,  
     2011      2012      2013  
     (in million of Ch$ except for percentages)  

Total average Interest earning assets

        

Ch$

     Ch$2,861,638         3,625,084         3,955,700   

UF

     3,080,122         3,823,926         3,895,453   

Foreign currency

     1,078,570         3,964,570         5,803,822   
  

 

 

    

 

 

    

 

 

 

Total

             Ch$7,020,330                 Ch$11,413,580                 Ch$13,654,975   
  

 

 

    

 

 

    

 

 

 

Net interest earned (1)

        

Ch$

     Ch$53,062         29,196         85,228   

UF

     122,507         135,472         141,278   

Foreign currency

     17,431         92,208         231,184   
  

 

 

    

 

 

    

 

 

 

Total

     Ch$193,000         Ch$256,876         Ch$457,690   
  

 

 

    

 

 

    

 

 

 

Net interest margin, nominal basis(2)

        

Ch$

     1,9%         0.8%         2.2%   

UF

     4.0%         3.5%         3.6%   

Foreign currency

     1.6%         2.3%         4.0%   
  

 

 

    

 

 

    

 

 

 

Total

     2.7%         2.3%         3.4%   
  

 

 

    

 

 

    

 

 

 

 

 

 

(1)

Net interest earned is defined as interest revenue earned less interest expense incurred.

(2)

Net interest margin is defined as net interest earned divided by average interest earning assets.

 

85


Table of Contents

Changes in Net Interest Income and Interest Expense—Volume and Rate Analysis

The following tables allocate, by currency of denomination, changes in our net interest income between changes in the average volume of interest-earning assets and interest bearing liabilities and changes in their -respective nominal interest rates from 2011 to 2012 and 2012 to 2013. Volume and rate variances have been calculated based on movements in average balances over the year and changes in nominal interest rates, 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 due to volume and the change due to rate.

 

     Increase (Decrease)
from 2011 to 2012 due to changes in
     Net Change from 2011
to 2012
 
     Volume      Rate      Rate and
Volume
    
     (in millions of Ch$)         

ASSETS

           

INTEREST EARNING ASSETS

           

Deposits in Central Bank

           

Ch$

     681         (7)         (900)         (226)   

UF

                               

Foreign currency

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     681         (7)         (900)         (226)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Investments

           

Ch$

     7,815         (4)         (792)         7,019   

UF

     (4,475)         (48)         (4,113)         (8,636)   

Foreign currency

     10,413                 (1,228)         9,185   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     13,753         (52)         (6,133)         7,568   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Loans

           

Ch$

     50,283         95         11,361         61,739   

UF

     68,106         (322)         (42,341)         25,443   

Foreign currency

     63,312         193         71,713         135,218   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     181,701         (34)         40,733         222,400   
  

 

 

    

 

 

    

 

 

    

 

 

 

Interbank Loans

           

Ch$

     1,313         34         6,818         8,165   

UF

                               

Foreign currency

     2,398         (8)         (2,015)         375   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,711         26         4,803         8,540   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment under resale agreements

           

Ch$

     (1,872)         7         258         (1,607)   

UF

     (8)         1         60         53   

Foreign currency

     1,769                 (1,575)         194   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     (111)         8         (1,257)         (1,360)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Other interest earning assets

           

Ch$

                               

UF

                               

Foreign currency

     8,023         (39)         (10,536)         (2,552)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     8,023         (39)         (10,536)         (2,552)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total interest earning assets

           

Ch$

     58,220         125         16,745         75,090   

UF

     63,623         (369)         (46,394)         16,860   

Foreign currency

     85,915         146         56,359         142,420   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

         207,758         (98)             26,710             234,370   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

86


Table of Contents
     Increase (Decrease)
from 2011 to 2012 due to changes in
     Net Change from 2011
to 2012
 
     Volume      Rate      Rate and
Volume
    
     (in millions of Ch$)         

LIABILITIES

           

INTEREST BEARING LIABILITIES

           

Time Deposits

           

Ch$

     60,666         205         27,184         88,055   

UF

     17,132         (10)         (1,871)         15,251   

Foreign currency

     15,943         107         35,667         51,717   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     93,742         302         60,980         155,023   
  

 

 

    

 

 

    

 

 

    

 

 

 

Central Bank borrowings

           

Ch$

                               

UF

                               

Foreign currency

                               

Total

                               

Repurchase Agreements

           

Ch$

     2,446         11         1,481         3,938   

UF

     (246)         (1)         (14)         (261)   

Foreign currency

                     3,612         3,612   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,200         10         5,079         7,289   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage finance bonds

           

Ch$

                               

UF

     (2,963)         (25)         (1,982)         (4,969)   

Foreign currency

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     (2,963)         (25)         (1,982)         (4,969)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Bonds

           

Ch$

     1,670         46         5,698         7,414   

UF

     22,640         (226)         (28,353)         (5,940)   

Foreign currency

     1,041         3         2,424         3,468   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     25,351         (177)         (20,231)         4,942   
  

 

 

    

 

 

    

 

 

    

 

 

 

Other interest bearing liabilities

           

Ch$

     665         (10)         (1,105)         (450)   

UF

     (342)         2         153         (187)   

Foreign currency

     10,730         (7)         (1,877)         8,846   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     11,053         (15)         (2,829)         8,209   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total interest bearing liabilities

           

Ch$

     65,447         252         33,258         98,957   

UF

     36,221         (260)         (32,067)         3,894   

Foreign currency

     27,714         103         39,826         67,643   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

         129,382         95             41,017             170,494   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

87


Table of Contents
     Increase (Decrease)
from 2012 to 2013 due to changes in
     Net Change from 2012
to 2013
 
     Volume      Rate      Rate and
Volume
    
     (in millions of Ch$)         

ASSETS

           

INTEREST EARNING ASSETS

           

Deposits in Central Bank

           

Ch$

     (8)         (2)         (156)         (167)   

UF

                               

Foreign currency

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     (8)         (2)         (156)         (167)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Investments

           

Ch$

     (280)         (2)         (188)         (470)   

UF

     (13,408)         (62)         (2,984)         (16,454)   

Foreign currency

     6,826                 (2,848)         3,978   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     (6,892)         (62)         (6,021)         (12,946)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Loans

           

Ch$

     25,481         33         3,593         29,108   

UF

     22,553         (115)         (12,495)         9,944   

Foreign currency

     77,576         831         122,930         201,337   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     125,610         749         114,029         240,388   
  

 

 

    

 

 

    

 

 

    

 

 

 

Interbank Loans

           

Ch$

     3,296         (2)         (230)         3,064   

UF

                               

Foreign currency

     (573)         9         648         85   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,723         7         420         3,150   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment under resale agreements

           

Ch$

     832         (2)         (294)         536   

UF

             (1)         (50)         (51)   

Foreign currency

     (8)         135         12,848         12,975   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     824         133         12,503         13,460   
  

 

 

    

 

 

    

 

 

    

 

 

 

Other interest earning assets

           

Ch$

                               

UF

                               

Foreign currency

     1,464         (7)         (1,228)         229   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,464         (7)         (1,228)         229   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total interest earning assets

           

Ch$

     29,320         26         2,724         32,071   

UF

     9,146         (176)         (15,529)         (6,561)   

Foreign currency

     85,285         967         132,351         218,604   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

         123,751         818             119,547             244,114   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

88


Table of Contents
     Increase (Decrease)
from 2012 to 2013 due to changes in
     Net Change from 2012
to 2013
 
     Volume      Rate      Rate and
Volume
    
     (in millions of Ch$)         

LIABILITIES

           

INTEREST BEARING LIABILITIES

           

Time Deposits

           

Ch$

     (12,636)         (149)         (14,056)         (26,842)   

UF

     (1,037)         (21)         (1,974)         (3,032)   

Foreign currency

     20,005         88         11,783         31,876   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     6,332         (81)         (4,248)         2,003   
  

 

 

    

 

 

    

 

 

    

 

 

 

Central Bank borrowings

           

Ch$

                               

UF

                               

Foreign currency

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Repurchase Agreements

           

Ch$

     (6,553)         (13)         (594)         (7,161)   

UF

     (54)         (1)         168         113   

Foreign currency

     1,055         39         4,940         6,033   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     (5,552)         25         4,513         (1,015)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage finance bonds

           

Ch$

     (2)                 2           

UF

     (2,078)         (7)         (589)         (2,675)   

Foreign currency

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     (2,080)         (7)         (588)         (2,675)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Bonds

           

Ch$

     211         176         17,643         18,030   

UF

     4,275         (98)         (10,187)         (6,010)   

Foreign currency

     24,837         (18)         (14,506)         10,312   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     29,323         60         (7,050)         22,332   
  

 

 

    

 

 

    

 

 

    

 

 

 

Other interest bearing liabilities

           

Ch$

     965         (72)         (8,878)         7,897   

UF

     (369)         (5)         (390)         (763)   

Foreign currency

     986         286         30,135         31,407   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,580         209         20,866         22,657   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total interest bearing liabilities

           

Ch$

     (18,015)         (59)         (5,854)         (23,960)   

UF

     737         (131)         (12,962)         (12,367)   

Foreign currency

     46,882         395         32,351         79,628   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

         29,603         205             13,494             43,301   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Return on Equity and Assets

The following tables set forth our return on average shareholders’ equity and average total assets and related information for each of the periods indicated.

 

     Years ended
December 31,
 
             2011                      2012                      2013          
     (in millions of Ch$, except for percentages)  

Net Income

     117,318         119,153         175,239   

Net income attributable to the equity holders of the Bank

     119,142         119,102         162,422   

Average total assets

     7,982,251         12,716,553         15,398,217   

Average equity

     598,474         911,442         1,376,012   

Net income as a percentage of:

        

Average total assets

     1.47 %         0.94 %         1.14 %   

Average equity

     19.6 %         13.07 %         12.74 %   

Average equity as a percentage of:

        

Average total assets

     7.50 %         7.17 %         8.94 %   

Proposed cash

     122,849         60,040         88,403   

Dividend payout ratio, based on net income attributable to shareholders

     100 %         50 %         57 %   

Investment Portfolio

Financial investments are classified at the time of the purchase, based on management’s intentions, as either trading or investment instruments, the latter of which are categorized as available-for-sale or held to maturity.

 

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Financial investments as of December 31, 2011, 2012 and 2013 are as follows:

 

     As of December 31,  
             2011                      2012                      2013          
     (in millions of Ch$)  

Held-for-trading:

        

Chilean Central Bank and Government securities:

        

Chilean Central Bank bonds

     9,541         2,543         746   

Chilean Central Bank notes

     5,613                   

Other Chilean Central Bank and Government securities

                     9,106   

Other national institution securities:

        

Bonds

     2,012         2,102           

Notes

     125,319         28,218         18,582   

Other securities

     11,102         276         133   

Foreign institution securities:

        

Bonds

     840         101,114         326,141   

Notes

                       

Other securities

     968         3,409         64,443   

Mutual funds investments

        

Funds managed by related organizations

     3,420         6,336         12,495   

Funds managed by third parties

     7,224         15,900         37   
  

 

 

    

 

 

    

 

 

 

Total

     166,039         159,898         431,683   
  

 

 

    

 

 

    

 

 

 

Available-for-sale

 

     As of December 31,  
             2011                      2012                      2013          
     (in millions of Ch$)  

Chilean Central Bank and Government securities

        

Chilean Central Bank and Government securities

     307,122         329,066         334,718   

Chilean Central Bank Notes

     4,336         69,706         847   

Other Government securities

     57,480         46,203         21,769   

Other financial instruments

        

Promissory notes related to deposits in local banks

     380,284         338,747         78,712   

Chilean mortgage finance bonds

     1,056         349         313   

Chilean financial institutions bonds

     41,702         66,231         17,985   

Other local investments

     44,109         41,019         136,623   

Financial instruments issued abroad

        

Foreign government and central banks instruments

             206,296         212,280   

Other foreign investments

     7,161         14,818         85,840   

Impairment provision

                       

Unquoted securities in active markets

        

Chilean corporate bonds

                       

Other investments

                       

Impairment provision

                       
  

 

 

    

 

 

    

 

 

 

Total

     843,250         1,112,435         889,087   
  

 

 

    

 

 

    

 

 

 

 

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     As of December 31,  
             2011                      2012                      2013          
Held to maturity    (in millions of Ch$)  

Central Bank and Government securities

        

Chilean Central Bank securities

                       

Chilean treasury bonds

                       

Other Government securities

                       

Other financial instruments

        

Promissory notes related to deposits in local banks

                       

Chilean mortgage finance bonds

        

Chilean financial institution bonds

                       

Other local investments

     11,580         10,099         8,632   

Financial instruments issued abroad

        

Foreign government and central banks instruments

             74,259         93,750   

Other foreign investments

     10,382         20,619         135,140   

Impairment provision

                       

Unquoted securities in active markets

        

Chilean corporate bonds

                       

Other investments

                       

Impairment provision

                       
  

 

 

    

 

 

    

 

 

 

Total

     21,962         104,977         237,522   
  

 

 

    

 

 

    

 

 

 

We do not hold securities of any issuer other than the Central Bank of Chile and the Colombian Ministry of Finance, which the aggregate book value of the investment exceeds 10% of our shareholders’ equity as of the end of the latest reported period.

The following table sets forth an analysis of our investments, by time remaining to maturity and the weighted average nominal rates of such investments, as of December 31, 2013:

 

Held-for-trading    In one
year or
less
     Weighted
average
Nominal
Rate
     After
one
year
through
five
years
     Weighted
average
Nominal
Rate
     After
five
years
through
ten
years
     Weighted
average
Nominal
Rate
     After
ten
years
     Weighted
average
Nominal
Rate
     Total  
     Ch$      %      Ch$      %      Ch$      %      Ch$      %      Ch$  
     (in millions of Ch$, except for percentages)  

Central Bank and Government securities:

                          

Chilean Central Bank securities

                     746         4.0                                         746   

Chilean Central Bank notes

                                                                       

Others Government securities

                     9,106         3.3                                         9,106   

Other national institution securities:

                          

Bonds

                                                                       

Notes

     18,582         0.5                                                         18,582   

Other securities

                     41         4.6                         92         4.2         133   

Foreign institution securities:

                          

Bonds

     215,282         4.2         109,091         5.5         66         4.1         1,701                 326,141   

Notes

                                                                       

Other securities

     19,796         3.7         44,419         7.3         169         3.2         60         3.1         64,443   

Mutual fund investments:

                          

Funds managed by related organizations

     12,495                                                                 12,495   

Funds managed by third parties

     37                                                                 37   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Held-for-trading

     266,191         3.7         163,403         5.8         235         3.4         1,853         0.3         431,683   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents
Available-for-sale    In one
year or less
     Weighted
average
Nominal
Rate
     After
one year
through
five years
     Weighted
average
Nominal
Rate
     After five
years
through
ten years
     Weighted
average
Nominal
Rate
     After ten
years
     Weighted
average
Nominal
Rate
     Total  
     Ch$      %      Ch$      %      Ch$      %      Ch$      %      Ch$  
     (in millions of Ch$, except for percentages)  
Chilean Central Bank and Government securities:                           

Chilean Central Bank securities

     102,189         1.3         232,529         4.6                                         334,718   

Chilean treasury bonds

                     847         4.7                                         847   

Others Government securities

     15,765         3.9         6,094         3.5                                         21,769   

Other financial instruments:

                          

Promissory notes related to deposits in local banks

     78,402         2.2         310         2.5                                         78,712   

Chilean mortgage finance bonds

     2         3.3         132         3.5         2         3.6         178         3.9         313   

Chilean financial institution bonds

                     17,031         3.3         954         3.4                         17,985   

Other local investments

                     15,281         5.1         90,845         5.5         30,497         4.0         136,623   

Financial instruments issued abroad:

                          

Foreign Government and central bank instruments

     78,339         4.5         50,107         6.7         19,441         5.8         64,393         10.5         212,280   

Other foreign investments

     9,808         10.4         5,272         12.5         34,271         12.1         36,489         9.2         85,840   

Impairment provision

                                                                       

Unquoted securities in active markets

                          

Chilean corporate bonds

                                                                       

Other foreign investments

                                                                       

Impairment provision

                                                                       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     284,415         2.9         327,603         4.9         145,513         7.1         131,556         8.6         889,087   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Held to maturity    In one
year or less
     Weighted
average
Nominal
Rate
     After
one year
through
five years
     Weighted
average
Nominal
Rate
     After five
years
through
ten years
     Weighted
average
Nominal
Rate
     After ten
years
     Weighted
average
Nominal
Rate
     Total  
     Ch$      %      Ch$      %      Ch$      %      Ch$      %      Ch$  
     (in millions of Ch$, except for percentages)  
Chilean Central Bank and Government securities:                           

Chilean Central Bank securities

                                                                       

Chilean treasury bonds

                                                                       

Other Government securities

                                                                       

Other financial instruments:

                                                                       

Promissory notes related to deposits in local banks

                                                                       

Chilean mortgage finance bonds

                                                                       

Chilean financial institution bonds

                          

Other local investments

                     8,632         3.4                                         8,632   

Financial instruments issued abroad:

                          

Foreign government and central bank instruments

     52,853         1.3         5,803                                 35,093         8.4         93,750   

Other foreign investments

     112,668         2.5         21,368         3.2         1,104         0.04                         135,140   

Impairment provision

                                                                       

Unquoted securities in active markets

                          

Chilean corporate bonds

                                                                       

Other investments

                                                                       

Impairment provision

                                                                       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     165,521         2.1         35,803         2.7         1,104         0.0         35,093         8.4         237,522   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Loan portfolio

The following table presents our loans by type of loan. Except where otherwise specified, all loan amounts stated below are before deduction for the allowance for loan losses. Total loans reflect our loan portfolio, including past due principal amounts.

 

     As of December 31,  
     2009      2010      2011      2012      2013  
     (in millions of Ch$)  

Commercial loans

              

Commercial loans

     3,144,217         3,367,491         4,345,731         6,453,176         7,689,427   

Foreign trade loans

     233,478         260,976         388,981         424,824         459,074   

Current account debtors

     48,320         52,362         13,499         29,245         27,935   

Factoring operations

     53,548         66,616         95,026         87,622         75,384   

Leasing transactions

     295,857         280,535         293,726         341,294         811,882   

Other loans and receivables

     1,450         1,261         78,433         158,699         221,754   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotals

         3,776,870             4,029,241             5,215,396             7,494,860             9,285,456   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage loans

              

Letters of credit loans

     144,707         122,933         102,377         87,211         74,049   

Endorsable mutual mortgage loans

     212,468         272,829         241,653         216,627         196,359   

Other mutual mortgage loans

     393,290         585,104         785,537         1,186,207         1,419,811   

Leasing transactions

     160         146         138         61         260,883   

Other loans and receivables

     56,110         51,627         46,223         41,869         37,874   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotals

     806,735         1,032,639         1,175,928         1,531,975         1,988,976   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Consumer loans

              

Consumer loans

     294,396         276,296         266,953         779,735         1,061,996   

Current account debtors

     26,437         24,901         25,454         29,398         40,012   

Credit card debtors

     55,359         54,386         55,278         156,939         228,776   

Consumer leasing transactions

     523         708         729         782         21,582   

Other loans and receivables

     51,336         51,024         74,707         109,802         270,883   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotals

     428,051         407,315         423,121         1,076,656         1,623,249   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal Loans

     5,011,656         5,469,195         6,814,445         10,103,491         12,897,681   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loans and receivables to banks

     86,226         64,187         304,622         482,549         218,081   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total(1)

     5,097,882         5,533,382         7,119,067         10,586,040         13,115,762   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

(1)

All of the above categories, except mortgage loans and loans and receivables to banks, are combined into “Loans” as reported in the tables set forth under “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Average Balance Sheets, Income Earned from Interest Earning Assets and Interest Paid on Interest Bearing Liabilities.”

 

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The loan categories are as follows:

Commercial loans

General commercial loans.  General commercial loans are long-term and short-term loans granted to Chilean corporations and individuals in Chilean pesos, UF or US$ on an adjustable or fixed rate basis, primarily to finance working capital or investments. Commercial loans represent the largest portion of our loan portfolio. Interest accrues daily on a 30-day or 360-day basis. Loan payments are scheduled monthly, biannually or yearly, depending on the terms of the loan. Although we determine the interest rate, it cannot exceed the maximum rate for commercial loans.

Foreign trade loans.  Foreign trade loans are fixed rate, short-term loans made in foreign currencies (principally US$) to finance imports and exports.

Current account debtors.  The term “current account debtors” refers to our customers that receive short-term operating loans with a pre-approved credit limit.

Factored receivables.  Factored receivables are derived from our factoring operations, which consist of purchasing outstanding loan portfolios, such as bills, invoices, notes, or contracts, advancing a payment representing the future cash flows from such assets, and then performing the related collection function. The receivables are sold with recourse in the event accounts become uncollectible.

Leasing contracts.  Leasing contracts are contracts that include a clause granting a lessee a purchase option on leased assets at the end of the contract.

Other outstanding loans.  Other outstanding loans include other commercial loans not classified in the above categories, which are financed by our general borrowings.

Mortgage loans

These loans are either inflation-indexed (denominated in UF) or denominated in Chilean pesos at fixed rates. These loans are long-term with monthly payments of principal and interest secured by a real property mortgage. Mortgage loans represent the largest portion of our portfolio of loans to individuals. As required by the SBIF, mortgage loans include the loans granted to individuals in order to acquire, expand, repair or construct their houses. Mortgage loans include letters of credit loans, endorsable mutual mortgage loans or other mutual mortgage loans. In relation to the letters of credit loans, Chapter 9-1 of the Updated Compendium of Rules, or RAN, issued by the SBIF states that the banks may originate these products only in the granting of loans for acquisition, construction or extension of houses, as long as the loans are granted to the final users of such properties. In the other loans that are granted, such as those to construction companies for the construction of one or more houses, we are required to use letters of credit for general purposes. Regarding endorsable mortgage loans, Chapter 8-4 of RAN of the SBIF, states that the banks are allowed to grant endorsable loans with mortgage guarantees, subject to the provisions stipulated in No. 7 of Article 69 of the General Law on Banks and in the previously mentioned Chapter. Other mortgage loans includes the complementary credits to the loans granted for these same purposes and the linkage credits granted before the granting of the mortgage loans. It considers also the leasing operations for housing and

 

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other accounts receivable. Any credit granted to pay or restructure all or part of the previously mentioned credits, shall also be included in this item. Mortgage loans denominated in UF are financed in two ways: traditional mortgage loans are financed by letters of credit loans that we issue and sell in the Chilean financial market, and new and flexible mortgages are financed by our own funds. Mortgage loans denominated in Chilean pesos are financed by our own funds and through liabilities denominated in Chilean pesos with durations of two to five years. We no longer offer mortgage loans denominated in Chilean pesos because there was low demand for that product. At the time of approval, the amount of a mortgage loan cannot be more than 75% of the lower of the purchase price or the appraised value of the mortgaged property. Interest accrues daily based on a 360-day year. Although we have allowances for mortgage loan losses, mortgage loans are ultimately secured by the mortgaged property.

The balances of the renegotiated mortgage loans as of December 31, 2011, 2012 and 2013 were as follows:

 

     As of December 31,  
             2011                        2012                         2013          
     (in millions of Ch$)  

Opening Balance(1)

     1,063         1,794         1,748   

Renegotiated(2)

     735         699         4,744   

Recovery(3)

     (4)         (745)         (2,828)   

Write-offs(4)

                     (574)   
  

 

 

    

 

 

    

 

 

 

Final Balance

     1,794          1,748          3,090    
  

 

 

    

 

 

    

 

 

 

 

 

(1)

Corresponds to the renegotiated portfolio opening balance.

(2)

Corresponds to the additions to the renegotiated loans portfolio during each respective period.

(3)

Corresponds to the recovery (which may include payments, or settlements by judicial action) obtained from renegotiated loans during each respective period.

(4)

Corresponds to write-offs of renegotiated loans during each respective period.

Consumer loans

These are loans to individuals, granted in Chilean pesos, generally on a fixed rate basis, to finance the purchase of consumer goods or to pay for services. They also include credit card balances subject to interest charges. Interest accrues daily on a 30—or 360-day basis. Loan payments are due monthly. Although we determine the interest rate, it cannot exceed the maximum rate for consumer loans established by the SBIF.

The balances of the renegotiated consumer loans as of December 31, 2011, 2012 and 2013 were as follows:

 

     As of December 31,  
             2011                     2012                     2013          
     (in millions of Ch$)  

Opening Balance(1)

     47,987        49,977        58,803   

Renegotiated(2)

     29,519        40,674        68,049   

Recovery(3)

     (16,281     (21,930     (31,182

Write-offs(4)

     (11,248     (9,918     (13,187
  

 

 

   

 

 

   

 

 

 

Final Balance

     49,977        58,803        82,483   
  

 

 

   

 

 

   

 

 

 

 

 

 

(1)

Corresponds to the renegotiated portfolio opening balance.

(2)

Corresponds to the additions to the renegotiated loans portfolio during each respective period.

(3)

Corresponds to the recovery (which may include payments, or settlements by judicial action) obtained from renegotiated loans during each respective period.

(4)

Corresponds to write-offs of renegotiated loans during each respective period.

As part of our business model we seek to be able to assist our customers when they are experiencing financial problems that cause them to fall behind on their payments. As a result, we make certain concessions when we renegotiate a loan, which may include the following: (i) extension of payment period; (ii) modifications to the interest rate based on each customer’s ability to pay; and (iii) forgiveness of interest payments.

 

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The above-mentioned concessions are considered on a case-by-case basis. The grant of any concessions will depend on the situation of each customer and pursuant to the analysis by the branch agent in charge of such loan. The bank does not quantify the balance of consumer loans we have renegotiated by type of concession.

Past due loans, include with respect to any loan, the amount of principal or interest that is 90 days or more overdue, and do not include the installments of such loan that are not overdue or that are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance.

Loans and receivables from banks, include interbank loans to local and foreign banks and deposits in the Central Bank of Chile.

Contingent loans, consist of guarantees granted by us in Ch$, UF and foreign currencies (principally US$), as well as open and unused letters of credit. Under IFRS contingent liabilities are required to be held off balance sheet. See Note 1 “General Information and summary of significant accounting policies” and Note 22 “Contingencies, commitments and responsibilities” to our audited consolidated financial statements included herein for a better understanding and analysis of the figures held off the balance.

Any collateral provided generally consists of a mortgage on real estate, a pledge of marketable securities, a letter of credit or cash. The existence and amount of collateral generally varies from loan to loan.

We use several types of concessions, frequently used in the market, to renegotiate our loans such as payment extensions, new operations or external refinancing to reduce the probability of losing the amount of the loan that the client has with us and improve collections.

With respect to the renegotiated loan portfolio, most of the loans are classified as impaired, and therefore the associated allowance for loan losses are based on the fair value less estimated cost to sell of the underlying collateral of each loan. To reclassify a renegotiated loan out of the impaired classification we conduct an individualized analysis of each customer. We consider if the customer has paid its loan for a reasonable period of time and the expected behavior of the customer for paying the remainder of the loan. In order to remove the renegotiated status from a loan, a customer must have improved its payment ability (credit risk profile) and must also demonstrate an improvement in its payment history. Once a minimum period of 4 to 6 months has passed, and a debtor’s situation has been duly rectified and documented, an executive in the commercial loan department may request that the renegotiated status of such loan be removed by the Assets Control Management team (which is an independent group in the commercial loan department that has the sole authority to change the risk classification of a loan). An executive in the commercial loan department has the exclusive authority to request a new classification on behalf of a customer.

The method of determining the allowance and provision for loan losses described in this section represents Chilean GAAP accounting and is a regulatory required disclosure. This information has been provided in order to provide the reader with a more in-depth analysis. Notwithstanding, our allowance and provision for loan losses as recorded in our financial statements included herein have been determined in accordance with IFRS.

Normalization Portfolio

The balances of the Normalization Portfolio for 2011, 2012 and 2013 are as follows:

 

     As of December 31,  
             2011                      2012                      2013          
     (in millions of Ch$)  

Opening Balance(1)

     131,656         125,742         124,047   

Renegotiated(2)

     40,294         41,667         88,797   

Recovery(3)

     (29,234)         (27,810)         (43,748)   

Write-offs(4)

     (16,974)         (15,552)         (24,348)   
  

 

 

    

 

 

    

 

 

 

Final Balance(5)

     125,742          124,047          144,748    
  

 

 

    

 

 

    

 

 

 

 

 

(1)

Corresponds to the renegotiated portfolio opening balance.

(2)

Corresponds to the additions to the renegotiated loans portfolio during each respective period.

 

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(3)

Corresponds to the recovery (which may include payments, or settlements by judicial action) obtained from renegotiated loans during each respective period.

(4)

Corresponds to write-offs of renegotiated loans during each respective period.

(5)

Corresponds to final balance the renegotiated portfolio.

The Bank has a group that handles loans referred to as our Normalization Portfolio. The activities of such group include:

 

   

Analysis of the status of borrowers to assess the chances of recovery;

   

Establishing strategies and action plans to arrive at negotiated payment schedules;

   

Making the decision, based on the compliance with negotiated payment schedules, whether to transfer debtors to court collection;

   

Supervising and monitoring the progress of legal collection; and

   

Establishing mechanisms for the control and monitoring of impaired customers and the transfer of such customers to the functional area of Normalization.

Given that the group acts as one unit and the group’s aim is the management of this portfolio as a whole, we believe that the activity in the table presented above best represents the activities that the Bank undertakes with respect to those loans. The main difference between Normalization Portfolio and renegotiated portfolio for commercial loans, is that loans may be transferred to the Normalization Portfolio prior to the commencement of the renegotiation process to the extent, as defined internally, that the loan has demonstrated evidence of credit deterioration through deterioration in rating category, among others, requiring specific portfolio management procedures.

Treatment of debtors with commercial operations higher than UF1,000:

A loan from a customer classified as Large Companies, Corporate and Real Estate, Corporate Banking, SME Banking and Private Banking segments, which meet one of the following conditions, will be transferred to the normalization portfolio:

 

   

Customers with a risk grade of C3 or worse.

   

Customers in default (for 90 days or more). After a 90-day period, the customer will be transferred to the normalization portfolio if such customer is unable to remedy the default.

   

Customers that experience a sudden and severe deterioration in their financial position, and/or customers that have entered into any payment arrangements with their creditors, and/or customer that need a higher commitment, regardless of their credit risk grade.

   

Any customer that could possibly result in a loss to the Bank, even if they are not in default.

   

Treatment for debtors with commercial operations less than UF1,000:

   

Management and collection will be under the supervision of the executive in the segment where such loan originated.

   

Debtors with loan balances exceeding UF50 and in default for more than 90 days, unless under exceptional circumstances, will be transferred to collection, which will be under the supervision of the executive within the commercial loan segment.

The loan or loans that will be transferred to the Normalization Portfolio following any of the aforementioned conditions must be transferred with the debtor’s entire portfolio consisting of all of the transactions and balance of such customer with the Bank. The normalization portfolio management team is responsible for determining any action that will be taken against the customer (renegotiation of the loan or collection), within a period not exceeding 30 days.

No customer with a risk higher than UF1,000 can be sent to collection without first being transferred to the normalization portfolio.

Any customer in default for more than 120 days and with a debt higher than UF50, and not having completed renegotiation of the loan, must be sent to collection. Any exception to this deadline must be approved by the normalization portfolio management team.

 

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Risk Index of Our Loan Portfolio

The risk index is calculated as ratio of the allowance for loan losses over total loans. Beginning in January 2008, in relation to the reclassifications of the balance sheet to conform to IFRS, our risk index for commercial loans is calculated by including commercial current account debtors, foreign trade loans, commercial leases, factoring and other commercial loans. Mortgage loans include mortgage leasing arrangements and consumer mortgage loans, which include consumer leasing.

Commercial loans.  Our risk index as of December 31, 2011, 2012 and 2013 was 1.3%, 1.1% and 1.0% respectively, this last decrease is due to an adjustment of Ch$110,022 million in loan loss allowances. Without the adjustment, our risk index would have been 2.1%. The quality of our commercial loans depends on Chilean GDP growth, interest rates, changes in regulations, the general level of indebtedness and other economic conditions. Commercial loans include foreign trade loans, leasing contracts and factored receivables.

The main objective of our credit risk division is to maintain an adequate risk-return ratio for our assets, providing balance between commercial business goals and sound risk acceptance criteria, in accordance with our strategic objectives. This division’s work is based on its associates’ experience in evaluating credit risk using specialized, segmented management techniques, which has enabled it to build a sound, risk-conscious culture aligned with the bank’s strategy.

Such division helps define credit processes for the companies segment, including approval, monitoring and collections practices, using a regulatory and preventative outlook on credit risk. It also actively participates in loan approval and monitoring processes, which has helped spread a risk-focused culture throughout the bank, reinforced by ongoing training for sales and risk executives. The division also directly manages higher risk loans in order to maximize recovery using a specialized approach.

During 2013, the division achieved the following milestones: (i) forming the credit risk management area for foreign companies; (ii) helping standardize loan policies and processes for the bank’s subsidiary in Colombia; (iii) consolidating a customer service model differentiated by business segment and the complexity of the financing; (iv) and actively participating in defining and implementing loan policies for the bank’s subsidiaries.

Finally, the division’s assets quality indicators evolved favorably with respect to 2012. This includes the risk index and the past-due loans, both of which outperformed the financial system.

Mortgage loans.  The risk index of our mortgage loans reached 0.4% as of December 31, 2013 because of the adjustment to loan loss allowances of Ch$15,327 million. The risk index of our residential mortgage loans was 0.9% and 0.4% as of December 31, 2011 and 2012, respectively. On an adjusted basis, the risk index remained stable in 2013. Without the adjustment, our residential mortgage loan risk index would have been 1.1%.

Consumer loans.  The risk index of our consumer loans was 1.7% as of December 31, 2013, due to an adjustment to loan loss allowances of Ch$56,491 million, compared to 5.4% and 2.2% as of December 31, 2011 and 2012, respectively. On an adjusted basis, the risk index decreased partly due to a new allowance for losses model implemented in Chile during 2013. This new model was developed based on statistical modeling and detailed analysis and review of the consumer loan portfolio behavior during the last five years, ensuring compliance with modeling standards and regulations. Without the adjustment, our consumer loan risk index would have been 5.0%.

Collections management was strengthened during 2013, demonstrating improved productivity since 2010. This allowed for increased recovery of outstanding amounts throughout the entire retail banking division.

The year ended with the development of the provisioning model for mortgage loans, which provided a model of expected losses, regularized standards and improved a set of provisioning models for the segment.

Lastly, the division also created a risk committee, comprised of directors and senior executives that continuously monitor division activities based on the objectives of the bank and the business segment.

 

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Maturity and Interest Rate Sensitivity of Loans

The following table sets forth an analysis of our loans by type and time remaining to maturity as of December 31, 2013:

 

    Balance as of
December 31,
2013
    Due in
one
month or
less
    Due after 1
month
through 6
months
    Due after
6 month
through 1

year
    Due after
1 year
through
3 years
    Due after
3 years
through
5 years
    Due after
5 years
    Total  
    (in millions of constant Ch$ as of December 31, 2013)  

Commercial loans

    7,689,427        375,729        1,298,236        1,594,226        1,671,016        1,055,922        1,694,298        7,689,427   

Foreign trade loans

    459,074        360,265        15,146        19,383        40,030        20,116        4,135        459,074   

Current account debtors

    27,935        18,398        3,182        5,542        609        205        -        27,935   

Factoring operations

    75,384        17,550        50,487        3,177        2,686        618        865        75,384   

Leasing transactions

    811,882        2,027        17,008        19,753        121,968        124,404        526,724        811,882   

Other loans and

receivables

    221,754        4,175        8        12,597        733        1,304        202,937        221,754   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    9,285,456        778,144        1,384,067        1,654,677        1,837,042        1,202,568        2,428,959        9,285,456   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Letters of credit loans

    74,049        397        1,985        2,382        9,527        9,527        50,232        74,049   

Endorsable mutual

mortgage loans

    196,359        1,246        6,230        7,476        29,905        29,905        121,596        196,359   

Mutual loans financed

mortgage bonds

    -        -        -        -        -        -        -        -   

Other mutual mortgage

loans

    1,419,811        27,329        26,749        24,947        111,375        221,979        1,007,432        1,419,811   

Leasing transactions

    260,883        -        1        3        81        438        260,359        260,883   

Other loans and

receivables

    37,874        190        921        1,105        4,420        4,420        26,819        37,874   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    1,988,976        29,162        35,886        35,913        155,308        266,269        1,466,437        1,988,976   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Consumer loans

    1,061,996        13,277        713        21,886        334,074        376,018        316,028        1,061,996   

Current account debtors

    40,012        4,588        13,741        17,847        3,824        13        -        40,012   

Credit card debtors

    228,776        151,032        -        77,744        -        -        -        228,776   

Consumer leasing

transactions

    21,582        2        35        75        1,897        3,134        16,440        21,582   

Other loans and

receivables

    270,883        197,745        -        73,120        18        -        -        270,883   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    1,623,249        366,643        14,489        190,672        339,813        379,165        332,468        1,623,249   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans and receivables to

customers

    12,897,681        1,173,948        1,434,441        1,881,263        2,332,163        1,848,003        4,227,864        12,897,681   

Loans and receivables to

banks

    218,081                 
 

 

 

               

Total loans

    13,115,762                 
 

 

 

               

 

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     Due in 1
year

or less
     Due after 1
year
through 5
years
     Due after
5 years
     Balance as of
December 31,
2013
 
     (in millions of constant Ch$ as of December 31, 2013)  

Commercial loans

     3,268,191         2,726,938         1,694,298         7,689,427   

Foreign trade loans

     394,794         60,145         4,135         459,074   

Current account debtors

     27,121         814         —           27,935   

Factoring operations

     71,214         3,305         865         75,384   

Leasing transactions

     38,787         246,371         526,724         811,882   

Other loans and receivables

     16,780         2,037         202,937         221,754   
  

 

 

    

 

 

    

 

 

    

 

 

 

Subtotals

     3,816,887         3,039,610         2,428,959         9,285,456   
  

 

 

    

 

 

    

 

 

    

 

 

 

Letters of credit loans

     4,763         19,054         50,232         74,049   

Endorsable mutual mortgage loans

     14,953         59,810         121,596         196,359   

Mutual loans financed mortgage bonds

     —           —           —           —     

Other mutual mortgage loans

     79,025         333,354         1,007,432         1,419,811   

Leasing transactions

     4         519         260,359         260,883   

Other loans and receivables

     2,216         8,839         26,819         37,874   
  

 

 

    

 

 

    

 

 

    

 

 

 

Subtotals

     100,962         421,577         1,466,437         1,988,976   
  

 

 

    

 

 

    

 

 

    

 

 

 

Consumer loans

     35,876         710,092         316,028         1,061,996   

Current account debtors

     36,175         3,837         —           40,012   

Credit card debtors

     228,776         —           —           228,776   

Consumer leasing transactions

     111         5,031         16,440         21,582   

Other loans and receivables

     270,865         18         —           270,883   
  

 

 

    

 

 

    

 

 

    

 

 

 

Subtotals

     571,804         718,978         332,468         1,623,249   
  

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal loans

     4,489,652         4,180,165         4,227,864         12,897,681   

Loans and receivables to banks

              218,081   
           

 

 

 

Total loans

              13,115,762   
           

 

 

 

The following table presents the interest rate sensitivity of our outstanding loans due after one year as of December 31, 2013.

 

     As of December 31, 2013  

Variable rate

  

Ch$

     1,218,888   

UF

     1,169,399   

Ch$ indexed to US$

     14,661   

Foreign currency

     1,383,046   

Subtotal

     3,785,994   

Fixed rate

  

Ch$

     1,688,264   

UF

     1,238,145   

Ch$ indexed to US$

     14,270   

Foreign currency

     1,681,356   

Subtotal

     4,622,034   
  

 

 

 

Total

     8,408,029   
  

 

 

 

The following table sets forth an analysis of our foreign loans by type and time remaining to maturity as of December 31, 2013:

 

     Due in 1
year

or  less
     Due after 1
year
through 5
years
     Due
after 5
years
     Total  
     (in millions of Ch$)  

Commercial loans

     2,665         40,480         35,793         78,938   

Foreign trade loans(*)

     1,598,587         1,418,093         2,334,499         5,351,180   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,601,253         1,458,573         2,370,292         5,430,118   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

(*)

Includes commercial, mortgage and consumer loans.

 

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Loans by Economic Activity

The following table sets forth as of the dates indicated, an analysis of our loan portfolio before provisions based on the borrower’s principal business activity:

 

    Domestic Loans     Foreign Loans as of     Total Loans     Distribution percentage  
    as of December 31,  
    2011     2012     2013     2011     2012     2013     2011     2012     2013     2011     2012     2013  
Manufacturing     510,232        569,720        499,037        10,525        247,564        332,767        520,757        817,284        831,804        7.64%        8.09%        6.45%   
Mining     241,514        244,407        328,377        32,494        112,302        457,884        274,008        356,709        786,261        4.02%        3.53%        6.10%   
Electricity, Gas and Water     423,276        237,908        146,316        10,473        179,737        351,301        433,749        417,645        497,617        6.37%        4.13%        3.86%   
Agriculture and livestock     193,598        236,327        179,008        20,053        26,963        123,906        213,651        263,290        302,914        3.14%        2.61%        2.35%   
Forestry and wood extraction     39,280        38,836        23,650                      8,875        39,280        38,836        32,525        0.58%        0.38%        0.25%   
Fishing     68,395        48,611        1,212                      0        68,395        48,611        1,212        1.00%        0.48%        0.01%   
Transport     163,843        153,111        196,092        604        50,871        165,982        164,447        203,982        362,074        2.41%        2.02%        2.81%   
Communications     35,867        16,845        3,423               54,137        111,671        35,867        70,982        115,094        0.53%        0.70%        0.89%   
Construction     598,671        865,713        854,452        848        98,660        257,438        599,519        964,373        1,111,890        8.80%        9.54%        8.62%   
Commerce     450,957        519,220        434,713        3,187        395,650        1,034,412        454,144        914,870        1,469,125        6.66%        9.05%        11.39%   
Services     2,041,235        2,861,452        2,695,813        137,037        228,715        980,883        2,178,272        3,090,167        3,676,696        31.97%        30.59%        28.51%   
Others     233,307        223,316        70,829               84,795        27,415        233,307        308,111        98,244        3.42%        3.05%        0.76%   
Subtotal Commercial Loans     5,000,175        6,015,466        5,432,922        215,221        1,479,394        3,852,534        5,215,396        7,494,860        9,285,456        76.53%        74.18%        71.99%   
Mortgage Loans(1)     1,175,928        1,382,442        1,529,701               149,533        459,275        1,175,928        1,531,975        1,988,976        17.26%        15.16%        15.42%   
Consumer Loans(1)     423,121        476,275        504,940               600,381        1,118,309        423,121        1,076,656        1,623,249        6.21%        10.66%        12.59%   
Total     6,599,224        7,874,183        7,467,563        215,221        2,229,308        5,430,118        6,814,445        10,103,491        12,897,681        100.00%        100.00%        100.00%   

 

 

(1)

Figures prepared according to IFRS. We have classified our loan portfolio taking into account the debtor that receives the loan.

Foreign Country Outstanding Loans

Our cross-border outstanding loans are principally trade-related. These loans include loans granted mainly to foreign financial institutions. The table below lists our total amounts outstanding to borrowers in foreign countries as of December 31 of each of the last three years. This table does not include foreign trade-related loans to Chilean borrowers.

 

     As of December 31  
     2011      2012      2013  
     (in millions of constant Ch$)  

Argentina (1)

     8,147         7,675         7,401   

Bolivia (1)

     42         -         -   

Brazil (1)

     30,135         45,111         39,265   

Cayman Islands

     32,397         23,892         8,249   

China

     27,247         -         -   

Colombia

     -         1,908,520         5,142,110   

Costa Rica

     -         8,621         6,478   

England

     -         7,188         -   

Japan

     -         9,545         8,548   

Holland

     24,771         55,999         64,366   

Luxembourg

     -         23,989         -   

Mexico

     -         39,827         81,729   

Panama

     52,007         -         10,490   

Peru (1)

     6,412         9,220         31,060   

Spain

     -         35,840         -   

Switzerland

     20,053         39,975         23,450   

United States

     14,009         13,906         6,972   
  

 

 

    

 

 

    

 

 

 

Total

     215,220         2,229,308         5,430,118   
  

 

 

    

 

 

    

 

 

 

 

 

(1)

Foreign loans are mainly interbank or commercial loans.

 

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We also maintain deposits abroad (primarily demand deposits) in foreign banks, as needed to conduct our foreign trade transactions. The table below lists the amounts of foreign deposits by country as of December 31, 2011, 2012 and 2013.

 

     As of December 31  
     2011      2012      2013  
     (in millions of constant Ch$)  

Australia

     40         58         81   

Barbados

     -         -         792   

Belgium

     1,548         283         147   

Canada

     289         385         481   

China

     -         3         4   

Colombia

     -         13         392,106   

Denmark

     9         12         16   

France

     -         86,550         21   

Germany

     6,698         1,326         8,664   

Hong Kong

     -         48         -   

Italy

     107         21         15   

Japan

     37         50,624         628   

Mexico

     -         15         81   

Norway

     40         15         5   

Panama

     -         -         37,297   

Spain

     174         337         7   

Sweden

     5         6         21   

Switzerland

     109         61         55   

United Kingdom

     196         1,845         758   

United States

     175,023         206,465         261,317   

Venezuela

     -         -         13   

Total

                184,275                    348,067                    702,509   

Companies Credit Risk Division

The goal of the Companies Credit Risk Division is to maintain an adequate ratio of risk to return for the corporate loan portfolio, provide a balance between commercial business goals, and to maintain sound acceptance criteria. These objectives are all in accordance with our strategic objectives.

To accomplish this goal, this division combines the following elements: (i) personnel with significant experience from various divisions, (ii) a sound, risk-conscious culture aligned with the bank’s strategy, (iii) a well defined corporate credit process, in terms of approval, monitoring and collection procedures, (iv) a regulatory and preventive outlook on risk, (v) active participation in the loan approval process, complete with a market-segmented structure, (vi) supervision of the loan approval process via Monitoring, Default and Ex-post Review Committees, (vii) dissemination of a risk-conscious culture throughout the bank, (viii) continuous training for executives in the commercial and risk areas, and (ix) direct participation through the Risk Division in managing and collecting on deteriorated loans.

In addition, we have a number of credit committees with the ability to approve loans within certain amounts and terms depending on the credit risk rating of the potential borrower. Various risk managers of different levels of seniority participate in the credit approval process when certain predefined credit levels are surpassed.

Credit Review Process

We perform a credit analysis of our entire commercial and retail (consumer) borrowers. Credit risk presented by our current or potential borrowers is evaluated in accordance with policies and standards which have been approved by the Board of Directors.

 

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A potential commercial borrower’s evaluation focuses primarily on the credit history and reputation of its owners and management, its market position and the demand for its products or services, its production processes and facilities, its current and projected cash flows, its solvency and when it applies, the guarantees offered in connection with the loan. We also use tools such as sector reports, standard risk models for major industries, and reports relating to the potential commercial borrower’s sales patterns.

In the case of individual retail borrowers, the credit approval process is based primarily on an evaluation of the borrower’s credit behavior which combines the applicant’s commercial behavioral variables such as current debt levels, ability to pay and socio-economic level, among others, along with centralized evaluation and decision-making systems in cases where the applicant does not fit the standard model. The information presented by a prospective borrower is evaluated by considering the individual’s income, expenses, personal assets, credit history and our previous experience (if any) with the individual.

Prior to extending credit to a commercial borrower, we assign a credit risk rating to such potential borrower based on our analysis that helps identify each applicant’s risk profile. These ratings are based on a scale of 1 to 10, with a rating of 1 being excellent and rating of 10 corresponding to certain loss. In general, we consider ratings 1 through 6 to be acceptable ratings, and ratings 7 through 10 to be indicative of probable losses. Loan approvals are made at various levels and with varying degrees of involvement by different categories of executives (A through I) depending on the credit risk rating we have assigned to the potential borrower, the size of the loan under consideration and the collateral offered, if any. Collateral granted for loans generally consists of mortgages on real estate. In all cases, the approval of at least three officers is required in order to approve a loan.

Our evaluation of a potential transaction with a borrower is based on the concept of total customer risk. Total customer risk takes into account (i) the direct risk (actual and potential), (ii) the indirect risk, and (iii) the risks related to the client, such as having common partners, being part of an economic group or common guarantees.

The following table shows the category of executives that were required to approve secured and unsecured commercial borrowing transactions, according to the credit risk rating of the potential borrower and the Chilean pesos amount of the total customer risk based on exchange rates in effect prior to end of December 2013:

 

      Risk Category
      Debtors in risk individual’s categories from A1 to A5  and
debtors in risk group’s categories G1 and G2
  Debtors in risk individual’s categories A6,
and debtors in  risk group’s categories from G3 and
G8 and non-performing portfolio
      Corporate and Real Estate   Enterprises & Private
Banking
  Corporate and Real
Estate
  Enterprises &
Private Banking
Committee     RD+RI   RT   RD+RI   RT   RD+RI   RT   RD+RI   RT
Executive     From      4,500+1   8,000+1   3,500+1   6,000+1   2,250+1   4,000+1   1,750+1   3,000+1
Divisional     Up to      4,500   8,000   3,500   6,000   2,250   4,000   1,750   3,000
Managers ‘A’     Up to      2,500   4,000   2,000   3,000   1,250   2,000   1,000   1,500
Managers     Up to      1,400   2,100   1,400   2,100   700   1,050   700   1,050
Level ‘C1’+‘A’     Up to      1,000   1,500   1,000   1,500   500   750   500   750
Level A     Up to      700   1,100   700   1,100   350   550   350   550
Risks     Up to      700   1,100   700   1,100   350   550   350   550
Level ‘C1’+‘B’     Up to      500   750   500   750   250   375   250   375
Sub managers     Up to      400   600   400   600   200   300   200   300
Level “B”     Up to      250   400   250   400   125   200   125   200
Level “C1”     Up to      250   400   250   400   200   300   125   200

 

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The following table details the maximum limits of customer credit risk in Chilean pesos that executives of each category were permitted to approve prior to end of December 2013. This table applies to all potential borrowers with credit risk ratings of 1 to 5 and varies according to whether the customer credit risk is comprised of secured or unsecured obligations.

 

       Approval limits only for debtors with Risk
Category A5 or  G2, or Special Surveillance

Continue as maximum (1)

Level of Necessary Authority

     Risk RD+R1    Total Risk
(RD+RI+RR)

Level “C” Executive

     Up to           100    150

Level “D” Executive

     Up to           60    100

Level “E” Executive

     Up to           40    60

Level “F” Executive

     Up to           20    30

Level “G” Executive

     Up to           10    20

Level “H” Executive

     Up to           5    10

Level “I” Executive

     Up to           3    6

Level “J” Executive

     Up to           2    2

Level “K” Executive

     Up to           1    1

 

 

  (1)

Credit or loan operations with debtors who are in Risk Category A6 or worst or G3 or worst, or in Substandard Portfolio or Non-Performing Portfolio, or in Special Surveillance Out, Structured Out, Decrease or Guarantee, shall be approved at least for a Level of Authority “C1” or “B”. This restriction will not be applied to those debtors who are still being managed by the Normalization Management.

All transactions at the Risk Committee level or higher are reviewed by our credit risk managers. All transactions resulting in total customer credit risk in excess of the amounts that can be reviewed by the Superior Committee as shown in the above table must be authorized by the Directors Committee of our Board of Directors, the CEO and three other members of the Board of Directors.

Our Credit Risk Divisions also monitor compliance with the terms of loans we have granted, such as payment dates, conditions and covenants. The monitoring process includes verification of the use of proceeds and contractual conditions, continuing financial analysis of the borrower and any guarantors, on-site visits to the borrower’s place of business, confirmation of credit information and analysis of the economic environment as it affects the borrower or its sector, among other tools. Generally, the Credit Risk Department performs this monitoring on a yearly basis. If a debtor exhibits an elevated level of risk based on the results of our yearly monitoring, we may place such debtor on a special watch list. We monitor debtors on the watch list on a monthly basis. The Credit Risk Department regularly meets to decide whether to take any action (such as reducing outstanding loan amounts or requesting collateral) in respect of debtors on the watch list. In addition, our Credit Risk Department has a unit dedicated to administering the loan accounts of debtors with respect to which losses are expected or have occurred. This unit supervises the process of collections and legal proceedings.

We also monitor the quality of the loan portfolio on a continuous basis. The purpose of this special supervision is to maintain constant scrutiny of the portions of the portfolio that represent the greatest risk and to anticipate any deterioration. Based on this ongoing review of the loan portfolio, we believe we are able to detect problem loans and make a decision on a client’s status. This includes measures such as reducing or extinguishing a loan, or requiring better collateral from the client. The control systems require that loans be reviewed at least three times per year for those clients in the lowest category of credit watch.

Classification of Loan Portfolio

Loans are divided into: (1) consumer loans (including loans granted to individuals for the purpose of financing the acquisition of consumer goods or payment of services); (2) residential mortgage loans (including loans granted to individuals for the acquisition, construction or repair of residential real estate, in which the value of the property covers at least 100% of the amount of the loan); and (3) commercial loans (including all loans other than consumer loans and residential mortgage loans). The models and methods used to classify our loan portfolio and establish credit loss allowances must follow the following guiding principles, which have been approved by our Board of Directors.

Loans Analyzed on an Individual Basis

For individually large loans under IFRS, the Bank uses internal models to assign a risk category level to each customer and their respective loans. We consider the following risk factors: industry or sector in which the customer operates, owners or managers of the customer, customer’s financial situation, its payment capacity and payment history to calculate the estimated incurred loan loss.

Through this categorization, we differentiate the normal loans from the impaired ones.

 

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These are our risk categories:

1. Customers classified in risk categories A1, A2, A3, A4, A5, or A6 are current or have less than 30 days overdue on their payment obligations and show no significant sign of deterioration in their credit quality. Customers classified in risk categories B1, B2, B3 or B4 are overdue between 30 and 89 days on their payment obligations, thus showing a certain level of indication of deterioration in credit quality. B category is different from the A because of a history of late payments.

2. Customers classified as C1, C2, C3, C4, C5, or C6 include clients whose loans with us have been charged off or are being administered by a specialized area.

For loans classified as A1, A2, A3, A4, A5, A6, B1, B2, B3 and B4, we assign a specific allowance percentage on an individual basis to each customer. The amount of the allowance for loan losses is determined based on debt servicing capacity, the company´s financial history, solvency and capacity of shareholders and management and projections for the industry sector in which the customer operates. There is a determined allowance percentage by group of customers with similar characteristics, i.e., A1, A2, A3, A4, A5, A6, B1, B2, B3 and B4).

Estimated Incurred Loan Loss = Allowance for Loan Losses

The estimated incurred loss is determined by multiplying the risk factors as defined in the following equation:

 

EIL

  

=

  

EXP X PNP X SEV

EXP    

  

=        

  

Exposure

PNP

  

=

  

Probability of Non-Performance

SEV

  

=

  

Severity

EIL

  

=

  

Estimated Incurred Loss.

EIL = Estimated Incurred Loss” means the amount that could be lost in the event a client does not perform the obligations under the loan agreement.

EXP = Exposure” means the value of the loan (unpaid principal balance).

PNP = Probability of Non-Performance” means the probability, expressed as a percentage, that a customer will default within the next 12 months. This percentage is associated with the rating that we give to each client, which is determined by analyzing such parameters as debt servicing capacity (including, usually, projected cash flows), the customer’s financial history, the solvency and capacity of shareholders and management of the customer, and projections for the economic sector in which the customer operates.

SEV = Severity” means the effective loss rate given for default for customer in the same risk category, which is determined statistically based on the historical effective losses.

Every year the PNP and SEV assumptions are evaluated by our Credit Department, which could result in modifications to the PNP and the SEV of a client. These tests focus on the validation of the sufficiency of our allowances, and consist of comparisons between actual write-offs to allowances established by the model, and the coverage of the total allowance to actual write-offs in the most current periods. Individual loan classification and improvements to any customer classification are also presented for approval to our Credit Risk Committee.

Allowances for loan losses for each C risk category are based mainly on the fair value of the collateral, adjusted for the estimated cost to sell (7% on average), of each of these loans. The allowance percentage for each category is then based on the level of collateral, or the expected future cash flow from the loan. Our internal policies obligate us to update appraisals for collateral values every 24 months which does not vary by loan product. This period can be changed if market conditions in general or for a specific sector warrant an adjustment to appraisal value by the Risk Department which updated appraisal information is factored into our provision for loan loss calculations. We make no adjustments between appraisals to account for changes in fair value. A change in appraisal value may change the risk category or profile of a client leading to the establishment of more provisions or the removal of provisions.

 

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As of December 31, 2013, loans classified in the C risk categories had the following allowance for loan losses:

 

Classification

     Allowance percentage     Exposure      Allowance  
             (Millions of Ch$)              (Millions of Ch$)      

C1

   2%     42,242         846   

C2

   10%     12,170         1,217   

C3

   25%     6,680         1,670   

C4

   40%     47,844         19,137   

C5

   65%     21,956         14,272   

C6

   90%     32,700         29,431   

Total

       163,592         66,573   

As of December 31, 2012, loans classified in the C risk categories had the following allowance for loan loss requirement:

 

Classification

     Allowance percentage     Exposure      Allowance  
             (Millions of Ch$)              (Millions of Ch$)      

C1

   2%     21,617         432   

C2

   10%     7,282         728   

C3

   25%     7,472         1,868   

C4

   40%     3,515         1,406   

C5

   65%     22,800         14,820   

C6

   90%     13,941         12,547   

Total

       76,627         31,801   

Models used on Collective Evaluation of Commercial Borrowers of Less than Ch$200 million

There is no difference between our SBIF provision and IFRS provisions for loans collectively evaluated for impairment.

With respect to our portfolio of consumer loans, mortgage loans, and commercial loans under Ch$200,000 million (loans collectively evaluated for impairment (consumer and commercial)), allowances for loan losses are determined by mathematical models. The population is first profiled primarily using the characteristics of payment behavior, aging of the balance of the loan, “probability of default” factors indicating transfer into the normalization portfolio, and socioeconomic status.

Each profile in the commercial loan portfolio has information aggregated by the bank – basically, historical loss experience (less recoveries).

This historical loss experience which represents the derived loan loss allowance percentage is applied by profile to the commercial loan portfolio, taking into consideration, if applicable, any additional factors, such as increase in the unemployment rate in the country, economic downswings, etc. based upon more recent experience, should they affect the level of necessary loan loss reserves.

The profiles in the consumer loan portfolio are based on a wider range of variables than those in the commercial model and the variables are weighted and scored. In the aggregate, the sufficiency of the provision is analyzed first by the number of months coverage of historical write-offs. Should the coverage appear inadequate (either high or low or fluctuating significantly in comparison with previous months), vintage model calculations (where loss models are based on the age of the accounts as formulated by a curve which generally reaches, at an identified point in time, a stabilized loss rate) are performed to determine the appropriate allowance percentages to apply. At a minimum, vintage model analysis is performed every six months and the results of such analysis are reported to the Risk Committee.

In contrast to the mathematical models used for provisioning of the commercial and consumer loan portfolio, the provisioning of the mortgage loan portfolio is performed using a statistical model based on the formula SEV x PNP X EXP as explained above in relation to individually significant loans. Segmentation is set up in a

 

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different way from the individually significant loans. There are profiles primarily using factors such as demographic characteristics, delinquency, collateral ratio to loan balance and external credit ratings which associated results are “scored” and then assigned to a segment where each has an allowance percentage assigned based on the above formula.

Total Loans – models based on group analysis

 

     As of December 31, 2011  
             Total Loans                   Allowances for loan losses            Risk Index (%)    
     (in millions of Ch$ except for percentages)  

Commercial

     392,555         10,708         2.7

Leasing commercial

     29,423         484         1.6

Factoring commercial

     4,598         382         8.3

Consumer

     422,392         22,708         5.4

Leasing consumer

     729         8         1.1

Mortgage

     1,175,790         10,381         0.9

Leasing mortgage

     138         1         1.0
     As of December 31, 2012  
             Total Loans                   Allowances for loan losses            Risk Index (%)    
     (in millions of Ch$ except for percentages)  

Commercial

     519,565         15,175         2.9

Leasing commercial

     31,519         374         1.2

Factoring commercial

     5,825         223         3.8

Consumer

     1,075,874         24,066         2.2

Leasing consumer

     782         5         0.6

Mortgage

     1,531,914         6,486         0.4

Leasing mortgage

     61         3         4.9
     As of December 31, 2013  
             Total Loans                   Allowances for loan losses            Risk Index (%)    
     (in millions of Ch$ except for percentages)  

Commercial

     648,247         12,195         1.9

Leasing commercial

     100,151         340         0.3

Factoring commercial

     7,698         183         2.4

Consumer

     1,601,667         27,572         1.7

Leasing consumer

     21,582         145         0.7

Mortgage

     1,728,093         6,230         0.4

Leasing mortgage

     260,883         738         0.3

Consumer Loans – models based on group analysis

 

     As of December 31, 2011  
             Total Loans                   Allowances for loan losses            Risk Index (%)    
     (in millions of Ch$ except for percentages)  

Credit cards

     55,277         1,512         2.7

Lines of credit

     25,453         573         2.3

Others revolving

     43         5         10.6

Installment Consumer loans

     243,793         9,173         3.8

Student loans

     18,268         423         2.3

Salary discount loans

     29,377         1,335         4.5

Renegotiation

     50,022         9,625         19.2

Others

     159         62         39.0

 

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     As of December 31, 2012  
             Total Loans                   Allowances for loan losses            Risk Index (%)    
     (in millions of Ch$ except for percentages)  

Credit cards

     156,939         2,905         1.9

Lines of credit

     29,398         780         2.7

Others revolving

     27         2         7.6

Installment Consumer loans

     803,718         10,538         1.3

Student loans

     13,705         212         1.5

Salary discount loans

     13,093         642         4.9

Renegotiation

     58,802         8,908         15.1

Others

     192         79         41.2
     As of December 31, 2013  
             Total Loans                  Allowances for loan losses            Risk Index (%)    
     (in millions of Ch$ except for percentages)  

Credit cards

     228,776         2,495         1.1

Lines of credit

     40,012         1,074         2.7

Others revolving

     4,322         105         2.4

Installment Consumer loans

     791,692         7,688         1.0

Student loans

     9,971         127         1.3

Salary discount loans

     442,364         7,788         1.8

Renegotiation

     82,483         8,048         9.8

Others

     2,047         246         12.0

With respect to our portfolio of consumer loans and commercial loans under Ch$200,000 million, allowances for loan losses are determined by mathematical models. The population is first profiled primarily using the characteristics of payment behavior, aging of the balance of the loan, “probability of default” factors indicating transfer into the normalization portfolio, and socioeconomic status.

Each profile in the commercial loan portfolio has information aggregated by the bank – basically, historical loss experience (less recoveries).

This historical loss experience which represents the derived loan loss allowance percentage is applied by profile to the commercial loan portfolio, taking into consideration, if applicable, any additional factors, such as increase in the unemployment rate in the country, economic downswings, etc. based upon more recent experience, should they affect the level of necessary loan loss reserves.

The profiles in the consumer loan portfolio are based on a wider range of variables than those in the commercial model and the variables are weighted and scored. In the aggregate, the sufficiency of the provision is analyzed first by the number of months coverage of historical write-offs. Should the coverage appear inadequate (either high or low or fluctuating significantly in comparison with previous months), vintage model calculations (where loss models are based on the age of the accounts as formulated by a curve which generally reaches, at an identified point in time, a stabilized loss rate) are performed to determine the appropriate allowance percentages to apply. At a minimum, vintage model analysis is performed every 6 months and the results of such analysis are reported to the Risk Committee.

Models based on collective analysis for consumer loans and mortgage loans (Retail Banking)

Retail Credit Risk Division

Our Retail Credit Risk Division is responsible for the whole credit cycle management of three business units: Banco Condell (Low income segment (C3-D)), which primarily originates consumer loans, credit cards and a few mortgage loans, SMU Corp (Private Label Credit Card, mainly for our low income segment C3-D) and Retail Banking for higher income segments (our medium-high income segments (ABC1-C2)), which is primarily unsecured lending, consumer loans, revolving lines of credit, credit cards and mortgage loans.

 

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Our credit risk management segment works to provide our branches with the best and simplest available information and tools to maximize the value of their profits and losses. The credit risk management process is composed of the following:

Credit Initiation

We strive to have in place a high quality underwriting process. An excellence in our credit decision-making process means healthy portfolios with very low early delinquency incident rates and profitable asset portfolios. Our credit initiation process consists of:

 

   

Credit Initiation Tools.  Credit scoring, credit bureau information (60 months of positive and negative information) check lists to support our credit analysis (a five step process), credit policies and daily training.

   

Accountability and Responsibility (tied to incentive plans).  Branch managers know their customers and they are responsible for credit decisions but they must first seek approval with an underwriter (Risk Division). Credit authorization will be delegated based on the results of an internal credit initiation report.

   

Analytical Driven Sales Process.  We know the customers we want and we seek them out. On a monthly basis, our credit division selects names to offer credit cards and revolving credit lines for all segments, current customers or prospective customers.

   

Control Environment.  A four or five month review of accounting records is required to understand sales quality, to assess early delinquency rates and a sales scoring mix is reviewed on a daily basis. Also, branch managers are trained to understand their loan authorization ability (approving credit worthy customers and declining non-credit worthy customers).

Maintenance

We strive to have high market share in the most profitable segments (low-medium risk and medium-high usage) and low market share in the lowest profitable segments (high risk or low usage). The result of which means a higher revenue share. The maintenance process is composed of:

 

   

Renewals/Non-Renewals (Revolving Products).  Renewals and non-renewals are based on customer payment behavior and profitability.

   

Campaigns.  Top-up and cross-selling offers are implemented. On a monthly basis, the Risk Division selects our best customers to offer refinancing options on their current loans. Our goal is to have 100% of a customers’ “share of wallet” in our most profitable segments, which provides us with a healthy balance of investments among the products and services we offer.

Collection

We strive to have in place a high quality collection process, consisting of the right strategy, vendors and products and policies.

 

   

Collection Strategy.  Our collection strategy is currently based on geographic coverage and delinquency buckets. It includes reporting delinquent customers to the credit bureau (15 days past due). The next steps include customer risk segmentation to define our end-to-end collection strategy (intensity of calls, letters, mms (multimedia messaging), scripts, skip tracing and remedial offers). Our collection strategy is also included in the branch manager’s responsibilities.

   

Vendors.  Our vendors provide cover, benchmarks and sometimes testing (champion/challenger). Also, the continuity of our business plan requires the use of vendors in cases of emergency and union instability, among others.

   

Policies and Products.  Rewrites, remedial offers and settlements are made as needed. We must maximize capital recovery.

   

Technology. Our systems, Predictive Dialer and Collection System, are in place.

   

Control Environment.  Customer surveys and strong Management Information Systems enable us to have a controlled process.

 

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Write-off Policy, Recovery and Planning

The write-off policy, recovery and planning process consists of:

 

   

Write-off Policy.  Our write-off policy is triggered for an unsecured portfolio at 180 days past due and 4 years for mortgages.

   

Loan Loss Reserve.  History of write-offs and recoveries are used to calculate each portfolio. On a monthly basis a Back Testing Analysis is performed in order to ensure the right coverage, as well as model performance.

Management Information Systems (MIS) and Portfolio Management

We strive to develop strong MIS to understand our portfolio performance in real time. The MIS and Portfolio Management processes consist of:

 

   

MIS.  Reports are prepared to understand the credit portfolio behavior by main segmentations (sales quality, by sales channel, scoring, type of customer, location (branch), products and loan to value (for mortgages), etc.). Also, the Risk Credit Division has the capability to enhance the scope of any analysis if necessary.

   

Sales Indicators.  Sales indicators include total applications, approvals and denials, scoring mix, approval rates, through the door analysis and vintage coincidence, among others (30+, 60+, 90+, write-off and recovery).

   

Portfolio Review Indicators.  Portfolio review indicators include delinquencies by bucket, net flows (roll forward, roll back, stay), is-was analysis, gross write-off, recoveries, net credit losses, charge off, vintage analysis, rewrite of sales, payments, pre-payments and refinance rate, etc.

   

Portfolio Management.  Periodic review against budgets and forecasts in order to adjust and make decisions, if necessary.

Analysis of our Loan Classification

The following tables provide statistical data regarding the classification of our loans as of the end of each of the five years, applying the classification explained in prior pages:

 

2009                                                                                           
     Individual Portfolio      Group Portfolio  
  

 

 

 
     A1      A2      A3      B1      B2      B3      C      Impaired      Total      Normal      Impaired      Total      General
Total
 
  

 

 

 
     (in millions of Ch$)  

Loans and receivables to banks

     72,636         9,524         4,066         -         -         -         -         -         86,226         -         -         -         86,226   

Loans and receivables to customers

                                      

Commercial loans

                                      

General commercial loans

     9,005         24,269         1,301,811         891,532         503,887         -         -         115,919         2,846,023         248,326         49,867         298,193         3,144,216   

Foreign trade loans

     -         -         57,910         47,411         45,758         -         -         68,736         219,815         12,603         1,059         13,662         233,477   

Lines of credit and overdrafts

     -         -         1,724         5,879         11,431         -         -         1,466         20,500         25,831         1,990         27,821         48,321   

Factored receivables

     -         -         -         -         -         -         -         -         -         50,034         3,514         53,548         53,548   

Leasing contracts

     -         22,435         27,013         82,705         103,085         -         -         23,554         258,792         29,733         7,332         37,065         295,857   

Other outstanding loan

     -         -         157         114         210         -         -         18         499         853         99         952         1,451   
  

 

 

 

Subtotal commercial loans

     9,005         46,704         1,388,615         1,027,641         664,371         -         -         209,293         3,345,629         367,380         63,861         431,241         3,776,870   

Consumer loans

     -         -         -         -         -         -         -         -         -         399,344         28,707         428,051         428,051   

Mortgage loans

     -         -         -         -         -         -         -         -         -         778,143         28,592         806,735         806,735   
  

 

 

 

Total loans and receivables to customers

     9,005         46,704         1,388,615         1,027,641         664,371         -         -         209,293         3,345,629         1,544,867         121,160         1,666,027         5,011,656   

Financial investments

     -         -         -         -         -         -         -         -         -         -         -         -         -   
  

 

 

 

 

111


Table of Contents
2010                                                                                           
     Individual Portfolio      Group Portfolio  
  

 

 

 
     A1      A2      A3      B1      B2      B3      C      Impaired      Total      Normal      Impaired      Total      General
Total
 
  

 

 

 
     (in millions of Ch$)  

Loans and receivables to banks

     8,604         -         41,920         12,857         777         -         -         29         64,187         -         -         -         64,187   

Loans and receivables to customers

                                      

Commercial loans

                                      

General commercial loans

     76,742         38,027         1,239,111         897,967         727,483         -         -         115,575         3,094,905         205,482         67,104         272,586         3,367,491   

Foreign trade loans

     -         -         48,093         72,944         69,549         -         -         51,998         242,584         17,063         1,329         18,392         260,976   

Lines of credit and overdrafts

     -         -         1,044         5,691         17,652         -         -         1,133         25,520         21,069         5,773         26,842         52,362   

Factored receivables

     461         -         16,871         9,360         32,156         -         -         1,615         60,463         4,354         1,799         6,153         66,616   

Leasing contracts

     -         22,349         18,569         61,219         117,040         -         -         30,495         249,672         20,174         10,689         30,863         280,535   

Other outstanding loan

     -         -         73         40         267         -         -         12         392         833         36         869         1,261   
  

 

 

 

Subtotal commercial loans

     77,203         60,376         1,323,761         1,047,221         964,147         -         -         200,828         3,673,536         268,975         86,730         355,705         4,029,241   

Consumer loans

     -         -         -         -         -         -         -         -         -         381,235         26,080         407,315         407,315   

Mortgage loans

     -         -         -         -         -         -         -         -         -         999,636         33,033         1,032,639         1,032,639   
  

 

 

 

Total loans and receivables to customers

     77,203         60,376         1,323,761         1,047,221         964,147         -         -         200,828         3,673,536         1,649,846         145,813         1,795,659         5,469,195   

Financial investments

     -         -         -         -         -         -         -         -         -         -         -         -         -   
  

 

 

 

 

112


Table of Contents
2011            
    Individual Portfolio        
 

 

 

 
    Normal Portfolio     Impaired Portfolio  
 

 

 

 
    A1     A2     A3     A4     A5     A6     B1     B2     Total     B3     B4     C1     C2     C3     C4     C5     C6     Total     Total  
 

 

 

 
    (in millions of Ch$)  

Loans and receivables to banks

    200,028        36,851        67,701        42        -        -        -        -        304,622        -        -        -        -        -        -        -        -        -        304,622   

Loans and receivables to customers

                                     

Commercial loans

                                     

General commercial loans

    236,229        1,002,989        1,227,123        1,039,390        439,597        9,011        14,203        4,594        3,973,136        2,554        619        27,711        7,153        7,467        9,679        11,747        6,244        73,174        4,036,310   

Foreign trade loans

    -        53,245        93,925        144,847        36,568        7,432        357        -        336,374        -        -        2,857        990        18,618        15,907        3,749        69        42,190        378,564   

Current account debtors

    -        1,299        5,526        245        1,066        1        49        4        8,190        -        -        72        43        -        -        9        11        135        8,325   

Factored receivables

    -        8,755        28,677        36,988        15,308        290        54        -        90,072        95        129        105        -        -        -        27        -        356        90,428   

Leasing contracts

    -        11,495        16,698        106,405        89,018        592        2,439        -        226,647        -        -        27,010        6,142        979        1,099        2,015        410        37,655        264,302   

Other outstanding loan

    -        171        42        519        125        12        -        2        871        1        -        1        7        -        5        4        4        22        893   
 

 

 

 

Subtotal commercial loans

    236,229        1,077,954        1,371,991        1,328,394        581,682        17,338        17,102        4,600        4,635,290        2,650        748        57,756        14,335        27,064        26,690        17,551        6,738        153,532        4,788,822   

Consumer loans

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -   

Mortgage loans

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -   
 

 

 

 

Total loans and receivables to customers

    236,229        1,077,954        1,371,991        1,328,394        581,682        17,338        17,102        4,600        4,635,290        2,650        748        57,756        14,335        27,064        26,690        17,551        6,738        153,532        4,788,822   

Financial investments

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -   

 

2011      
    Group Portfolio  
    Normal
Portfolio
    Impaired
Portfolio
    Total     General
Total
 
    (in millions of Ch$)  

Loans and receivables to banks

    -        -        -        304,622   

Loans and receivables to customers

       

Commercial loans

       

General commercial loans

    231,295        68,126        299,421        4,345,731   

Foreign trade loans

    8,151        2,266        10,417        388,981   

Current account debtors

    4,008        1,166        5,174        13,499   

Factored receivables

    2,647        1,951        4,598        95,026   

Leasing contracts

    19,428        9,996        29,424        293,726   

Other outstanding loan

    77,281        259        77,540        78,433   
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal commercial loans

    342,810        83,764        426,574        5,215,396   

Consumer loans

    398,365        24,756        423,121        423,121   

Mortgage loans

    1,141,396        34,532        1,175,928        1,175,928   

Total loans and receivables to customers

    1,882,571        143,053        2,025,624        6,814,446   
 

 

 

   

 

 

   

 

 

   

 

 

 

Financial investments

    -        -        -        -   

 

113


Table of Contents
2012            
    Individual Portfolio        
 

 

 

 
    Normal Portfolio     Impaired Portfolio  
 

 

 

 
    A1     A2     A3     A4     A5     A6     B1     B2     Total     B3     B4     C1     C2     C3     C4     C5     C6     Total     Total  
 

 

 

 
    (in millions of Ch$)  

Loans and receivables to banks

    463,159        9,080        10,310        -        -        -        -        -        482,549        -        -        -        -        -        -        -        -        -        482,549   

Loans and receivables to customers

                                     

Commercial loans

                                     

General commercial loans

    127,381        1,068,995        1,548,114        1,967,759        911,992        36,551        61,696        22,809        5,745,297        4,625        16,253        16,160        6,215        7,069        2,553        13,991        11,312        78,178        5,823,475   

Foreign trade loans

    -        18,758        162,015        132,106        39,748        20,515        23,009        2,856        399,007        -        8,737        347        91        -        -        8,216        645        18,036        417,043   

Lines of credit and overdrafts

    -        492        6,336        11,285        2,530        126        100        44        20,913        10        97        13        6        -        -        -        60        186        21,099   

Factored receivables

    -        -        19,817        36,031        23,673        1,505        415        35        81,476        29        76        101        -        -        -        -        116        322        81,798   

Leasing contracts

    -        5,455        19,130        123,453        111,864        10,336        20,683        218        291,139        1,124        8,505        4,582        958        402        912        534        1,619        18,636        309,775   

Other outstanding loan

    -        234        358        2,026        392        51        16        2        3,079        3        96        414        13        -        51        59        190        826        3,905   
 

 

 

 

Subtotal commercial loans

    127,381        1,093,934        1,755,770        2,272,660        1,090,199        69,084        105,919        25,964        6,540,911        5,791        33,764        21,617        7,283        7,471        3,516        22,800        13,942        116,184        6,657,095   

Consumer loans

    -        -        -        -        -        -        -        -        -        -          -          -        -        -        -        -        -   

Mortgage loans

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -   
 

 

 

 

Total loans and receivables to customers

    127,381        1,093,934        1,755,770        2,272,660        1,090,199        69,084        105,919        25,964        6,540,911        5,791        33,764        21,617        7,283        7,471        3,516        22,800        13,942        116,184        6,657,095   

Financial investments

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -     

 

2012      
    Group Portfolio  
    Normal
Portfolio
    Impaired
Portfolio
    Total    

General

Total

 
 

 

 

 
    (in millions of Ch$)  

Loans and receivable to banks

    -        -        -        482,549   

Loans and receivable to customers

       

Commercial loans

       

General commercial loans

       

Foreign trade loans

    591,842        37,859        629,701        6,453,176   

Lines of credit and overdrafts

    7,524        257        7,781        424,824   

Factored receivables

    7,885        261        8,146        29,245   

Leasing contracts

    5,631        193        5,824        87,622   

Other outstanding loan

    30,208        1,311        31,519        341,294   
    154,508        286        154,794        158,699   
 

 

 

 

Subtotal commercial loans

    797,598        40,167        837,765        7,494,860   

Consumer loans

    1,043,027        33,629        1,076,656        1,076,656   

Mortgage loans

    1,499,243        32,732        1,531,975        1,531.975   
 

 

 

 

Total loans and receivable to customers

    3,339,868        106,528        3,446,396        10,103,491   

Financial investments

    -        -        -        -   

 

114


Table of Contents
2013                  
    Individual Portfolio              
    Normal Portfolio     Impaired Portfolio        
 

 

 

 
    A1     A2     A3     A4     A5     A6     B1     B2     Total     B3     B4     C1     C2     C3     C4     C5     C6     Total     Total  
 

 

 

 
    (in millions of Ch$)  

Loans and receivable to banks

    140,017        30,469        47,595        -        -        -        -        -        218,081        -        -        -        -        -        -        -        -        -        218,081   

Loans and receivable to customers

                                     

Commercial loans

                                     

General commercial loans

    190,904        1,309,328        2,544,546        2,158,738        613,593        39,635        188,112        32,091        7,076,947        42,356        41,650        33,615        9,348        3,005        27,266        9,597        30,450        197,287        7,274.234   

Foreign trade loans

    14,671        141,600        159,657        63,862        21,765        -        12,900        2,737        417,192        -        1,383        1,259        326        -        18,532        9,157        848        31,505        448,697   

Lines of credit and overdrafts

    1        1,592        4,833        7,530        1,629        154        201        33        15,973        97        165        153        4        -        14        17        116        566        16,539   

Factored receivables

    -        1,501        32,596        31,539        1,160        -        718        -        67,514        -        -        -        -        -        -        -        172        172        67,686   

Leasing contracts

    1,031        11,664        146,350        339,226        139,767        8,497        29,465        3,752        679,752        2,899        10,228        6,815        2,488        3,638        2,022        3,100        789        31,979        711,731   

Other outstanding loan

    1        277        2,692        4,660        1,594        49        205        43        9,521        13        78        400        4        37        10        85        325        952        10,473   
 

 

 

 

Subtotal commercial loans

    206,608        1,465,962        2,890,674        2,605,555        779,508        48,335        231,601        38,656        8,266,899        45,365        53,504        42,242        12,170        6,680        47,844        21,956        32,700        262,461        8,529,360   

Consumer loans

    -        -        -        -        -        -        -        -        -        -          -          -        -        -        -        -        -   

Mortgage loans

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -   
 

 

 

 

Total loans and receivable to customers

    206,608        1,465,962        2,890,674        2,605,555        779,508        48,335        231,601        38,656        8,266,899        45,365        53,504        42,242        12,170        6,680        47,844        21,956        32,700        262.461        8,529,360   

Financial investments

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -     

 

2013      
    Group Portfolio  
    Normal
Portfolio
    Impaired
Portfolio
    Total     General
Total
 
 

 

 

   

 

 

   

 

 

   

 

 

 
    (in millions of Ch$)  

Loans and receivable to banks

    -        -        -        218,081   

Loans and receivable to customers

       

Commercial loans

       

General commercial loans

       

Foreign trade loans

    370,663        44,530        415,193        7,689,427   

Lines of credit and overdrafts

    10,050        327        10,377        459,074   

Factored receivables

    10,952        444        11,396        27,935   

Leasing contracts

    7,588        110        7,698        75,384   

Other outstanding loan

    94,132        6,019        100,151        811,882   
    210,801        480        211,281        221,754   
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal commercial loans

    704,186        51,910        756,096        9,285,456   

Consumer loans

    1,579,321        43,928        1,623,249        1,623.249   

Mortgage loans

    1,954,173        34,803        1,988,976        1,988,976   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total loans and receivable to customers

    4,237,680        130,641        4,368,321        12,897,681   

Financial investments

    -        -        -        -   

 

115


Table of Contents

The following table sets forth our allowances for loan losses:

 

     As of December 31,  
     2011      2012      2013  
     (in millions of Ch$ except for percentages)  

Required allowances

     102,500         109,601         126,039   

Voluntary allowances

     -         -         -   

Total allowances for loan losses

     102,500         109,601         126,039   

Total loan allowances as a percentage of total loans

     1.5%         1.1%         1.0%   

Total loans

     6,814,445         10,103,491         12,897,681   

Classification of Loan Portfolio Based on the Customer’s Payment Performance

The following tables set forth the amounts that are current as to payments of principal and interest and the amounts that are overdue under IFRS, as of the dates indicated:

Domestic Loans

 

     As of December 31,  
     2009      2010      2011      2012      2013  
     (in millions of Ch$)  

Current

     4,892,417         5,290,096         6,532,592         7,786,077         7,379,542   

Overdue 1-29 days

     7,087         7,832         9,046         31,530         38,531   

Overdue 30-89 days

     9,512         8,190         11,207         13,622         13,092   

Overdue 90 days or more (“past due”)

     41,672         46,851         46,379         42,954         36,396   

Total loans

     4,950,688         5,352,969         6,599,224         7,874,183         7,467,563   

Foreign Loans

              
     As of December 31,  
     2009      2010      2011      2012      2013  
     (in millions of Ch$)  

Current

     60,968         116,226         215,221         2,209,789         5,353,411   

Overdue 1-29 days

     -         -         -         9,486         39,349   

Overdue 30-89 days

     -         -         -         1,715         9,664   

Overdue 90 days or more (“past due”)

     -         -         -         8,318         27,694   

Total loans

     60,968         116,226         215,221         2,229,308         5,430,118   

Total Loans

              
     As of December 31,  
     2009      2010      2011      2012      2013  
     (in millions of Ch$, except for percentages)  

Current

     4,953,385         5,406,322         6,747,813         9,995,866         12,732,953   

Overdue 1-29 days

     7,087         7,832         9,046         41,016         77,880   

Overdue 30-89 days

     9,512         8,190         11,207         15,337         22,757   

Overdue 90 days or more (“past due”)

     41,672         46,851         46,379         51,272         64,091   

Total loans

     5,011,656         5,469,195         6,814,445         10,103,491         12,897,681   

Overdue loans expressed as a percentage of total loans

     1.2%         1.1%         1.0%         1.1%         1.3%   

Past due loans as a percentage of total loans

     0.8%         0.9%         0.7%         0.5%         0.5%   

 

 

(1)

Past due loans include all installments and lines of credit more than 90 days overdue. Does not include the aggregate principal amount of such loans.

(2)

Overdue loans consist of all non-current loans (loans to customers).

 

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Analysis of Impaired Loans and Amounts Past Due

The following tables analyze our impaired loans and past due loans and the allowances for loan losses existing as of the dates indicated:

 

     As of December 31,  
         2009              2010              2011              2012              2013      
     (in millions of Ch$ except for percentages)  

Total loans (excludes interbank loans)

     5,011,656         5,469,195         6,814,445         10,103,491         12,897,681   

Impaired loans(1)

     330,453         346,641         296,584         222,712         393,102   

Allowance for loan losses

     99,264         104,215         102,500         109,601         126,039   

Impaired loans as a percentage of total loans

     6.6%         6.3%         4.4%         2.2%         3.0%   

Amounts past due (2)

     41,672         46,851         46,379         51,272         64,091   

To the extent secured(3)

     25,934         22,773         18,849         31,324         27,294   

To the extent unsecured

     15,738         24,078         27,530         19,948         36,797   

Amounts past due as a percentage of

              

Total loans

     0.8%         0.9%         0.7%         0.5%         0.5%   

To the extent secured (3)

     0.5%         0.4%         0.3%         0.3%         0.2%   

To the extent unsecured

     0.3%         0.4%         0.4%         0.2%         0.3%   

Non-performing loans(4)

     93,751         111,421         107,978         117,937         141,667   

Non-performing loans as a percentage of total loans

     1.9%         2.0%         1.6%         1.2%         1.1%   

Allowance for loans losses as a percentage of:

              

Total loans

     2.0%         1.9%         1.5%         1.1%         1.0%   

Total impaired loans

     30.0%         30.1%         34.6%         49.2%         32.1%   

Total amounts past due

     238.2%         222.4%         221.0%         213.8%         196.7%   

Total amounts past due-unsecured

     630.7%         432.8%         372.3%         549.4%         342.5%   

 

 

(1)

Impaired loans include those loans on which there is objective evidence that debtors will not meet some of their contractual payment obligations.

(2)

Past due loans include all installments and lines of credit more than 90 days overdue. Does not include the aggregate principal amount of such loans.

(3)

Security generally consists of mortgages on real estate (i.e., urban and rural properties, agricultural lands, maritime vessels and aircraft, mineral rights and other assets) and liens (i.e., inventories, agricultural goods, industrial goods, plantations and other property pledged as security).

(4)

Non-performing loans include the principal and accrued interest on any loan with one installment more than 90 days overdue.

The following table provides further information on our past due loans:

 

     As of December 31,  
         2009              2010              2011              2012              2013      
     (in millions of Ch$)  

Overdue 90 days or more (“Past Due”)

     41,672         46,851         46,379         51,272         64,091   

Domestic Loans

     41,672         46,851         46,379         42,954         36,396   

Foreign Loans

     -         -         -         8,318         27,695   

Total Loans Past Due

     41,672         46,851         46,379         51,272         64,091   

Amounts Past Due (1)

              

To the extent secured (2)

     25,934         22,773         18,849         31,324         27,294   

To the extent unsecured

     15,738         24,078         27,530         19,948         36,797   

 

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As of December 31,

2013

   Between 90-
180 days
     Between 181-240
days
     Between 241-360
days
     More than 360
days
     Total  
     (in millions of Ch$)                      

Loans and receivables to customers

              

Commercial Loans

     15,934         9,938         11,935         14,229         52,035   

Mortgages Loans

     1,246         204         671         2,494         4,614   

Consumer Loans

     7,442         -         -         -         7,442   

Total

     24,621         10,141         12,606         16,723         64,091   

As of December 31,

2012

   Between 90-
180 days
     Between 181-240
days
     Between 241-360
days
     More than 360
days
         Total      
     (in millions of Ch$)                      

Loans and receivables to customers

              

Commercial Loans

     9,064         7,756         6,475         18,496         41,791   

Mortgages Loans

     1,802         221         455         2,542         5,020   

Consumer Loans

     4,461         -         -         -         4,461   

Total

     15,327         7,977         6,930         21,038         51,272   

As of December 31,

2011

   Between 90-
180 days
     Between 181-240
days
     Between 241-360
days
     More than 360
days
     Total  
     (in millions of Ch$)                      

Loans and receivables to customers

              

Commercial Loans

     10,584         3,560         5,715         18,467         38,326   

Mortgages Loans

     4,741         199         289         745         5,974   

Consumer Loans

     2,079         -         -         -         2,079   

Total

     17,404         3,759         6,003         19,213         46,379   

As of December 31,

2010

   Between 90-
180 days
     Between 181-240
days
     Between 241-360
days
     More than 360
days
     Total  
     (in millions of Ch$)                      

Loans and receivables to customers

              

Commercial Loans

     6,147         1,930         11,703         17,853         37,633   

Mortgages Loans

     1,446         321         457         4,487         6,711   

Consumer Loans

     2,507         -         -         -         2,507   

Total

     10,100         2,251         12,160         22,340         46,851   

As of December 31,

2009

   Between 90-
180 days
     Between 181-240
days
     Between 241-360
days
     More than 360
days
     Total  
     (in millions of Ch$)                      

Loans and receivables to customers

              

Commercial Loans

     6,090         3,895         6,834         14,566         31,385   

Mortgages Loans

     1,560         243         688         4,545         7,036   

Consumer Loans

     3,251         -         -         -         3,251   

Total

     10,901         4,138         7,522         19,111         41,672   

 

 

 

(1)

Interest income and expense are recorded on an accrual basis using the effective interest method. However, we cease accruing interest when a given operation or transaction is past due by 90 days or more, when it originated from a refinancing or renegotiation, or when the Bank believes that the debtor poses a high risk of default.

(2)

Security generally consists of mortgages on real estate, pledges of marketable securities, letters of credit or cash.

 

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Analysis of Allowances for Loan Losses

The following table analyzes our provisions for loan losses charged to income and changes in the allowances attributable to write-offs, allowances released, recoveries, allowances on loans acquired:

 

     As of December 31,  
     2009      2010      2011      2012      2013  
     (in millions of Ch$ except for percentages)  

Allowances for loan losses at beginning of period

     75,487         99,264         104,215         102,500         109,601   

Allowances on acquired loans

              

Charge-offs

     (60,772)         (61,926)         (54,434)         (59,619)         (107,558)   

Provisions established

     104,318         93,145         94,170         119,467         331,009   

Provisions released (1)

     (19,769)         (26,268)         (41,451)         (52,682)         (211,438)   

Acquisition of Helm Bank and Affiliates

     -         -         -         -         -   

Debt Exchange

     -         -         -         -         (4,565)   

Exchange rate difference (2)

     -         -         -         (65)         8,990   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Allowances for loan losses at end of period

           99,264               104,215               102,500               109,601               126,039   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratio of charge-offs to average loans

     1.3%         1.2%         0.9%         0.6%         0.9%   

Allowances for loan losses at end of period as a percentage of total loans

     2.0%         1.9%         1.5%         1.1%         1.0%   

Allowances for loan losses at end of period

     99,264         104,215         102,500         109,601         126,039   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

 

(1)

Represents the aggregate amount of provisions for loan losses released during the year as a result of charge-offs, recoveries or a determination by management that the level of risk existing in the loan portfolio has been reduced.

(2)

Reflects the effect of inflation on the allowances for loan losses at the beginning of each period, adjusted to constant Chilean pesos as of December 31, 2013.

Our policy with respect to write-offs1 is as disclosed in Note 1 to our financial statement included herein. The following table shows the write-offs breakdown by loan category:

 

     As of December 31,  
         2009              2010              2011              2012              2013      
     (in millions of Ch$)  

Consumer loans

     51,412         45,645         31,676         38,764         62,296   

Mortgage loans

     524         537         1,782         3,907         2,831   

Commercial loans

     8,836         15,744         20,976         16,948         42,431   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     60,772         61,926         54,434         59,619         107,558   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table shows loan loss recoveries by loan category for the periods indicated:

 

     As of December 31,  
         2009              2010              2011              2012              2013      
     (in millions of Ch$)  

Bank debt

                     19                   

Consumer loans

     11,329         11,893         9,598         10,014         10,803   

Mortgage loans

     111         90         574         1,039         1,627   

Commercial loans

     1,776         2,726         1,787         3,824         5,037   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     13,216         14,709         11,978         14,877         17,467   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net provisions—i.e., new provisions adjusted by provisions reversed—have been determined so that provisions for loan losses as a percentage of total loans follow the overall loan quality and consequently the movement in the risk index. Total loan allowances consist of allowances for commercial loans, consumer loans and residential mortgage loans.

 

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Based on information available regarding our debtors, we believe that our allowances for loan losses are sufficient to cover known probable losses and losses inherent in a loan portfolio of the size and nature of our loan portfolio.

Allocation of Allowances for Loan Losses

The following tables set forth, as of December 31 for each of the last three years, the proportions of our required minimum allowances for loan losses that were attributable to our commercial, consumer and mortgage loans as of each such date. Under IFRS, the fair value of a loan portfolio acquired should be shown as recorded upon acquisition under IFRS 3, business combination.

 

     As of December 31, 2013  
     Allowance
amount
     Allowance Amount
as a percentage of
loans in category
     Allowance Amount
as a percentage of
total loans(1)
     Loans in
category as
percentage of
total
 
     (in millions of Ch$ except for percentages)  

Commercial loans

     91,354         1.0%         0.7%         70.8%   

Consumer loans

     27,717         1.7%         0.2%         12.4%   

Residential mortgage loans

     6,968         0.4%         0.1%         15.2%   

Loans and receivables to banks

     137         0.1%                 1.7%   

Total allocated allowances

         126,176         1.0%         1.0%         100.0%   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2012  
     Allowance
amount
     Allowance Amount
as a percentage of
loans in category
     Allowance Amount
as a percentage of
total loans(1)
     Loans in
category as
percentage of
total
 
     (in millions of Ch$ except for percentages)  

Commercial loans

     79,041         1.1%         0.7%         70.8%   

Consumer loans

     24,071         2.2%         0.2%         10.2%   

Residential mortgage loans

     6,489         0.4%         0.1%         14.5%   

Loans and receivables to banks

     178         0.0%         0.0%         4.6%   

Total allocated allowances

         109,779         1.0%         1.0%         100.0%   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2011  
     Allowance
amount
     Allowance Amount
as a percentage of
loans in category
     Allowance Amount
as a percentage of
total loans(1)
     Loans in
category as
percentage of
total
 
     (in millions of Ch$ except for percentages)  

Commercial loans

     69,401         1.3%         1.0%         73.3%   

Consumer loans

     22,716         5.4%         0.3%         5.9%   

Residential mortgage loans

     10,383         0.9%         0.1%         16.5%   

Loans and receivables to banks

     524         0.2%         0.0%         4.3%   

Total allocated allowances

         103,024         1.4%         1.4%         100.0%   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

 

(1)

Based on our loan classification, for the purpose of determining the allowance for loan losses.

 

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Table of Contents

Composition of Deposits and Other Commitments

The following table sets forth the composition of our deposits and similar commitments as of December 31, 2011, 2012 and 2013.

 

     As of December 31,  
     2011      2012      2013  
     (in millions of Ch$)  

Checking accounts

     467,506         839,588         1,468,622   

Other demand liabilities

     206,554         273,087         1,982,761   

Savings accounts

     8,707         390,570         32,630   

Time deposits

     4,806,608         7,248,774         7,273,216   

Other commitments

     17,723         43,331         31,857   
  

 

 

    

 

 

    

 

 

 

Total

     5,507,098         8,795,350         10,789,086   
  

 

 

    

 

 

    

 

 

 

Maturity of Deposits

The following table sets forth information regarding the currency and maturity of our deposits as of December 31, 2013, expressed in percentages. UF-denominated deposits are similar to Chilean peso-denominated deposits in all respects, except that the principal is readjusted periodically based on variations in the CPI.

 

     As of December 31, 2013  
     Ch$      UF      Foreign
Currency
     Total  
     (in millions of constant Ch$, except for percentages)  

Demand deposits

     18.38%         2.97%         45.57%         32.28%   

Savings accounts

             2.06         0.43         0.30   

Time deposits:

           

Maturing within 3 months

     66.39         33.64         27.81         44.65   

Maturing after 3 but within 6 months

     11.21         33.76         6.96         9.78   

Maturing after 6 but within 12 months

     2.92         11.15         10.70         7.36   

Maturing after 12 months

     1.10         16.42         8.53         5.62   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total time deposits

     81.62         94.97         54.01         67.41   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total deposits

     100.00%         100.00%         100.00%         100.00%   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table sets forth information regarding the maturity of the outstanding time deposits in excess of US$100,000 (or its equivalent) issued by us as of December 31, 2013.

 

     As of December 31, 2013  
     Ch$      UF      Foreign
Currency
     Total  
     (in millions of constant Ch$)  

Maturing within 3 months

     2,579,723         122,496         1,654,924         4,357,143   

Maturing after 3 but within 6 months

     516,578         132,537         338,608         987,722   

Maturing after 6 but within 12 months

     131,490         43,644         650,271         825,405   

Maturing after 12 months

     51,261         64,983         483,939         600,183   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total time deposits

     3,279,052         363,660         3,127,741         6,770,454   
  

 

 

    

 

 

    

 

 

    

 

 

 

Minimum Capital Requirements

As of December 31, 2011, 2012 and 2013 the table sets forth our minimum capital requirements set as follows:

 

     As of December 31,  
     2011      2012      2013  
     (in millions of constant Ch$ except for percentages)  

Net capital base

     739,793         941,945         1,411,341   

3% total assets net of provisions

     (298,327)         (446,373)         (567,929)   
  

 

 

    

 

 

    

 

 

 

Excess over minimum required equity

     441,466         495,572         843,413   
  

 

 

    

 

 

    

 

 

 

Net capital base as a percentage of the total assets, net of provisions

     7.44%         6.33%         7.30%   

Effective net equity

     1,118,908         1,270,202         1,991,289   

8% of the risk-weighted assets

     (611,482)         (919,553)         (1,204,683)   
  

 

 

    

 

 

    

 

 

 

Excess over minimum required equity

     507,426         350,649         786,606   
  

 

 

    

 

 

    

 

 

 

Effective equity as a percentage of the risk-weighted assets

     14.64%         11.05%         13.22%   

 

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Short-term Borrowings

Our short-term borrowings (other than deposits and other obligations) totaled Ch$314,603 million, Ch$798,728 million and Ch$973,833 million as of December 31, 2011, 2012 and 2013, respectively, in accordance with IFRS.

The principal categories of our short-term borrowings are amounts borrowed under foreign trade lines of credit, domestic interbank loans and repurchase agreements. The table below presents the amounts outstanding at the end of each period indicated and the weighted average nominal interest rate for each such period by type of short-term borrowing.

 

     As of and for the Year Ended December 31,  
     2011      2012      2013  
     Year End
Balance
     Weighted
Average
Nominal
Interest Rate
     Year End
Balance
     Weighted
Average
Nominal
Interest
Rate
     Year End
Balance
     Weighted
Average
Nominal
Interest
Rate
 
     (in millions of constant Ch$ except for percentages)  

Investments under repurchase agreements

     70,014         1.45%             124,597         0.36%             342,445         0.43%       

Central Bank borrowings

     60,535         0.38%             133,124         0.15%                     –       

Domestic interbank loans

     511         –                     –                     –       

Borrowings under foreign trade credit lines

     183,543         1.96%             541,007         0.51%             631,388         0.60%       

Total short-term borrowings

     314,603         1.54%             798,728         0.43%             973,833         0.54%       
     

 

 

       

 

 

       

 

 

 

The following table shows the average balance and the weighted average nominal rate for each short-term borrowing category during the periods indicated:

 

     As of and for the Year Ended December 31,  
     2011      2012      2013  
     Average
Balance
     Weighted
Average
Nominal
Interest Rate
     Average
Balance
     Weighted
Average
Nominal
Interest
Rate
     Average
Balance
     Weighted
Average
Nominal
Interest
Rate
 
     (in millions of Ch$ except for percentages)  

Investments under repurchase agreements

     154,371         0.66%             327,641         0.14%             247,148         0.55%       

Central Bank borrowing

     9,278         2.51%             16,652         1.18%             21,870         5.01%       

Domestic interbank loans

     12,450         –             3,167         –             728         –       

Subtotal

     176,100            347,460            269,746         –       

Borrowings under foreign trade credit lines

     172,047         2.09%             504,009         0.55%             537,236         0.57%       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total short-term borrowings

     348,147         2.05%             851,468         0.80%             806,982         0.68%       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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The following table presents the maximum month-end balances of our principal sources of short-term borrowings during the periods indicated:

 

     Maximum 2011
Month-End
Balance
     Maximum 2012
Month-End
Balance
     Maximum 2013
Month-End
Balance
 
     (in millions of constant Ch$)  

Investments under repurchase agreements

     138,212         133,124         408,760   

Central Bank borrowings

     267,595         721,251         133,583   

Domestic interbank loans

     114,512         1,433         1,550   

Borrowings under foreign trade credit lines

     663,115         1,001,936         776,559   

Other obligations

     23,767         20,742         17,583   

 

C. ORGANIZATIONAL STRUCTURE

The following diagram presents our current corporate structure, including our principal subsidiaries, as of the date of this Annual Report.

 

LOGO

For more information about the services our subsidiaries and our New York Branch provide see “Item 4. Information on the Company—B. Business Overview—Principal Business Activities—Financial Services Offered Through Subsidiaries”.

 

D. PROPERTY

Our principal executive offices are located at Rosario Norte 660, Las Condes, Santiago, Chile since 2007. As of December 31, 2013, we owned 36 of the 295 properties where our branches were located. The remaining 259 branch locations were leased. Total branch space as of December 31, 2013 was approximately 94,465 square meters (1,016,812.8 square feet). Our branches are located throughout Chile, including the Santiago metropolitan region, and Colombia, including in the cities of Bogotá, Medellín, Cali, Bucaramanga and Barranquilla.

 

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ITEM 4A.            UNRESOLVED STAFF COMMENTS

None.

ITEM 5.            OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

A.

OPERATING RESULTS

The following discussion should be read in conjunction with our consolidated financial statements, together with the notes thereto, included elsewhere in this Annual Report, and in conjunction with the information included under “Item 3A. Selected Financial Data” and “Item 4B. Business Overview – Selected Statistical Information”. Our consolidated annual financial statements as of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013 have been prepared in accordance with IFRS. Our consolidated results of operations for years ended December 31, 2011 and 2012 are not comparable because of the consolidation of CorpBanca Colombia and CIT Colombia as a result of our acquisition of these companies in 2012. Our consolidated results of operations for periods years ended December 31, 2012 and 2013 are not comparable because of the consolidation of Helm Bank as a result of the Helm Bank Acquisition in 2013. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from these discussed in forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Information” and “Item 3D. Risk Factors.”

INTRODUCTION

We are a banking corporation organized under the laws of Chile. Our common shares are listed on the Santiago Stock Exchange and our ADSs are listed on the NYSE. We are regulated by the SBIF. We offer general commercial and consumer banking services and provide other services, including factoring, collection, leasing, securities and insurance brokerage, asset management and investment banking.

The following classification of revenues and expenses is based on our consolidated financial statements:

Revenues

We have three main sources of revenues, which include both cash and non-cash items:

Interest income

We earn interest income from our interest-earning assets, which are mainly represented by loans to customers.

Income from service fees

We earn income from service fees related to checking accounts, loans, mutual funds, credit cards and other financial services.

Other operating income

We earn income relating to changes in the fair value of our securities portfolio, other trading activities and foreign exchange transactions.

Expenses

We have three main sources of expenses, which include both cash and non-cash items:

Interest expense

We incur interest expense on our interest bearing liabilities, such as deposits, short-term borrowings and long-term debt.

Provisions for loan losses

We establish provisions for loan losses in accordance with SBIF regulations based on the size of our loan portfolio and our expectations regarding the ability of our customers to repay their loans. Notwithstanding, our allowance and provision for loan losses as recorded in our financial statements included herein have been determined in accordance with IFRS.

 

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Other operating expenses

We incur expenses relating to salaries and benefits, administrative expenses and other non-interest expenses.

THE ECONOMY

Primary Markets in which we Operate

A majority of our investments are located in Chile and Colombia. Accordingly, our financial condition and results of operations are substantially dependent upon economic conditions prevailing in Chile and Colombia.

Developments in the Chilean economy

Chile experienced profound economic reforms during the 1970s and 1980s. The Chilean economy grew at rates averaging more than 7% per annum from 1985 until the onset of the Asian economic crisis in 1997. The average rate of growth from 1998 to 2006 decreased to 3.6%, with a period of higher growth in 2007 with a rate of 5.1%. In 2008, this rate slowed to 3.5% as a worldwide recession hit many developed nations. The 2008 global financial crisis and the ensuing liquidity crisis and fear of further bank failures unleashed an accelerated reduction in indebtedness within the global financial system, with massive liquidations of assets and costly attempts to recapitalize banks, both in the United States and Europe.

Chile began to experience the impact of these negative global conditions towards the end of 2008, principally in the form of write-downs of local assets, a deceleration in the margin of some activity indicators and a moderation in the strong inflationary pressure felt during the first three quarters of 2008. First, the global fall in demand for riskier financial assets was reflected internally in a decrease in the value of local assets (more than 20% if measured in local currency) and the depreciation of the Chilean peso with respect to the U.S. dollar (also approximately 20%). During the second half of 2008, the local economy performed worse overall than in the first half of the year, driven by the deceleration of non-tradable goods sectors (construction, commerce and services), which were not offset by positive performances in the energy sector, explained by greater availability of water for generating electricity, and the telecommunications sector, because of increases in broadband access. According to the Central Bank of Chile, copper prices increased from US$1.40 to US$3.30 as of December 31, 2008 and 2009, respectively. The high copper prices in prior years and the ability of the government to save these revenues produced significant solvency in external accounts, playing an important role for the funding of future fiscal stimulus packages.

The first three quarters of 2008 were characterized by significant absorption of external inflation, which caused domestic prices to rise. This resulted in high local inflation figures that, as of October 2008, showed a nearly 10% variation over the prior twelve months, far exceeding the goal of 3% established by local monetary authorities (as of December 2008, inflation reached 7.1%). In this highly inflationary environment, the Central Bank of Chile decided to act by successively increasing the monetary policy rate during the year. Thus, the monetary rate that began the year at 6% reached approximately 8.3% by September 2008 and closed the year at the same level. Nevertheless, at year-end, the international value of some energy-related commodities dropped, which lowered inflation for the last quarter, with 2008 accumulated inflation of approximately 7.1%, significantly lower than previously forecasted figures.

During 2009, the Chilean economy suffered its worst contraction in the last 30 years, as a result of the impact of the global crisis that originated in developed countries and spread to emerging economies. As a result, the local economy significantly contracted, which was influenced by the deterioration of the industrial, mining and commercial sectors. The global crisis put severe stress on financial markets around the world with the ability to obtain credit being adversely affected, thereby stifling the productive capacity of many countries around the world. In particular, the leading commercial regions (US, the European Union and Japan) suffered the worst economic downturn in decades.

During the third quarter of 2009, the global economy began on a path towards recovery, particularly in developed economies with large industrial sectors. Asian countries, such as China, and some South American countries began to exhibit fast growth rates in manufacturing production. This growth in manufacturing production reversed the course of a decrease in the volume of commercial goods produced around the world. However, the

 

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growth in the third quarter of 2009 was in large part the result of specific stimulus packages initiated by governments around the world, whereby governments heavily increased their spending to compensate for the shrinking demand in the private sector. Nevertheless, the more developed economies experienced a seemingly stable recovery due to the lingering influence of uncertainty in the financial markets. As a result, the labor markets in several countries suffered and many consumption-based economies began some form of debt reduction processes.

During 2009, the Chilean GDP decreased by 1.7%, which was the worst decrease in GDP since the 1980’s. In Chile, the labor market was the sector that was impacted the most, with the unemployment rate reported to have reached a peak of 10.8% in the third quarter of 2009. As a result of a fall in the price of goods and the appreciation of the U.S. dollar, Chile experienced deflation for the first time in 74 years (at a rate of (1.4%)). As a result, the Central Bank of Chile’s monetary rate reached a historic low of 0.5%, which remained as such throughout 2009. In addition, the Central Bank of Chile adopted non-traditional monetary policies such as establishing a liquidity fund for banks to utilize to finance plant maintenance programs. Towards the end of 2009, the weakening of the U.S. dollar and the stable rise in the price of copper helped appreciate the Chilean peso.

During 2010, Chile experienced a notable economic recovery. After the 1.7% decrease in GDP during 2009, the Chilean economy grew by 5.2% in 2010 and domestic demand increased by 13.6% in 2010. The unemployment rate returned to pre-crisis levels and the inflation rate decreased to 3% at year end. The Chilean peso appreciated 7.8% against the U.S. Dollar as a result of the improvement of the Chilean economy and the rise in the price of copper. A 47% increase in the price of copper during 2010 was the main factor in Chile’s economic growth and the appreciation in the value of the Chilean peso. In line with the recovery of economic activity and employment, a strong credit recovery was observed throughout 2010. The recovery of conditions for extending credit, as shown in the surveys conducted by the Central Bank of Chile, contributed to this strong performance. According to the Central Bank of Chile’s national accounts, investment played a key role in this positive economic development, with investment growth of 12.2% in 2010. The Chilean government ended 2010 with a moderate surplus as a result of increased revenue (particularly from taxes on copper) and lower spending than budgeted (about 4% instead of 9%).

During 2011, the Chilean real GDP grew by 6%, internal demand increased 9.3%, private investment increased 15.7%, and private consumption increased 9%. The increase in real GDP was greater than projected by market consensus. Unemployment also decreased, from 8.3% in 2010 to 7.2% in 2011. Part of this growth can be explained by the strong rebound in economic activity compared to a weaker first half of 2010 that was negatively affected by the February 2010 earthquake and tsunami. The growth in the Chilean economy during 2011 was highlighted by a strong contribution from construction, retail and other service industry sectors. Nevertheless, the industrial products and mining industries continued to experience anemic growth due to their dependence on external factors. Yet, in 2011, Chile experienced an increase in the local mining industry with major investment projects in the north of Chile. According to the Central Bank of Chile’s national accounts, investment played a key role in this positive economic development, with investment growth of 17.6% in 2011.

During 2012, the Chilean real GDP grew by 5.6%, internal demand increased 7.1%, private investment increased 12.3%, and private consumption increased 6.1%. The increase in real GDP was greater than projected by market consensus. Unemployment also decreased, from 7.2% in 2011 to 6.5% in 2012. According to the Central Bank of Chile’s national accounts, investment played a key role in this positive economic development, with investment growth of 12.3% in 2012. Current international economic conditions have affected the Chilean economy. For example, the Chilean economy is experiencing decreases of its exports, especially to Europe, which has seen on average a 43% nominal decline in exports during 2012. The expanding monetary policy in the developed markets, however, has contributed to the increase in foreign direct investments substantially. Foreign direct investments reached a historical record of US$30,323 million in 2012, up 32.3% from the previous year. This increase in foreign direct investments, together with consumption, has also supported economic growth. Private consumption expansion has been substantially supported by durable goods, which increased 12.8% in 2012. This increase can be explained, in part, by a weak U.S. dollar resulting from the expanding monetary policy pursued by the US Federal Reserve.

During 2013, the Chilean real GDP grew by 4.1%, internal demand increased by 3.4%, private investment increased by 0.4%, and private consumption increased by 5.6%. The increase in real GDP was less than projected by market consensus. Unemployment also decreased, from 6.5% in 2012 to 6.0% in 2013. According to the Central Bank of Chile’s national accounts, investment played a key role in this positive economic development, with investment growth of 12.3% in 2012. Current international economic conditions have affected the Chilean economy.

 

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For example, the Chilean economy is experiencing decreases of its exports, especially to Europe, which has seen on average a 13.1% and 4.2% nominal decline in exports during 2012 and 2013. The expanding monetary policy in the developed markets, however, has contributed to the increase in foreign direct investments substantially. Foreign direct investments reached a historical record of US$30,323 million in 2012, with foreign direct investment of US$20,258 million in 2013. This increase in foreign direct investments, together with consumption, has also supported economic growth. Private consumption expansion has been substantially supported by durable goods, which increased by 13.0% in 2012 and 14.5% in 2013. This increase can be explained, in part, by a weak U.S. dollar resulting from the expanding monetary policy pursued by the US Federal Reserve.

As a result our acquisition of CorpBanca Colombia and Helm Bank, our operations in Chile accounted for 75.6% and 57.0% of our gross operational margin for the years ended December 31, 2012 and 2013. Consequently, our financial condition and results of operations are substantially dependent on economic conditions prevailing in Chile.

As a result of the economic recovery, the CPI has been increasing slowly and interest rates have been decreasing. In 2013, CPI reached 3.0%, an increase of 1.5% against 2012, compared to an increase of 2.9% in 2012 against 2011. As a result of decrease in inflation expectations and higher economic activity, interest rates also decreased in 2013. The overnight interbank rate set by the Central Bank of Chile for 2013 was 4.5%. The Central Bank of Chile has targeted a medium-term CPI of 3.0% as of December 31, 2013.

Developments in the Colombian economy

The Colombian economy has demonstrated relatively stable growth in recent years. Despite recent international economic conditions, Colombia’s GDP increased 6.6% in 2011, 4.0% in 2012 and increased to 4.3% in 2013. According to the Central Bank of Colombia, GDP growth has been fueled by local consumption and certain sectors such as mining and quarrying, that grew 14.5% in 2011, with slower growth of 5.5% in 2012 and 4.9% in 2013. In contrast, the construction sector accelerated in 2013 to 9.8%, from 5.9% in 2012 and 9.8% in 2013.

Recent economic activity indicators have also posted positive results, with industrial production stagnating in 2012 (at negative 1.1%) and 2013 (at negative 1.2%), but entering positive territory by the end of 2013, with an increase of 1.5% on a year-on-year basis, or yoy, in December 2013, a decreased of 0.1% YoY in January 2014 and an increase of 2.8% yoy in February 2014. We expect this trend to continue growing this year. The retail sector, which grew by 4.3% last year and has behaved in a stable manner for the past three years, also grew recently, with an increase of 6.5% yoy in January 2014 and an increase of 6.7% yoy in February 2014. In addition, local cement production rebounded strongly in March 2014, by 16.2% yoy. The area licensed for housing also grew by 9.5% yoy in February 2014, especially the social housing area (VIS), which grew by 14.5% yoy. Imports grew by only 2.1% in 2013 but grew by 11.3% yoy in February 2014. However, exports recently contracted by 8.5% in February 2014, following a decrease of 1.5% in January 2014 and an increase of 5.3% in 2013.

Inflation

General

Chile has experienced high levels of inflation in the past, which have significantly affected our financial condition and results of operations. The rate of inflation in Chile spiked to 7.1% in 2008. In 2009, for the first time in 74 years, Chile experienced deflation of 1.4%, in part due to the contraction of the economy related to the global economic crisis. In 2010, 2011, 2012 and 2013, the inflation rate was 3%, 4.4%, 1.5% and 3.0%, respectively. Our results of operations reflect the effect of inflation in the following ways:

 

   

a substantial portion of our assets and liabilities are denominated in UF. The UF is a unit of account, the peso value of which is indexed daily to reflect inflation recorded in the previous month. The net increase or decrease in the nominal peso value of our UF-denominated assets and liabilities is reflected as income or loss in our income statement, and

 

   

the rates of interest earned and paid on peso-denominated assets and liabilities reflect, to a certain degree, inflation and expectations regarding inflation.

 

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Under Chilean law, banks are authorized to earn interest income on loans that are adjustable for the effects of inflation. Most banks, including CorpBanca, charge an interest rate that includes an estimate of future inflation. In addition, the peso-denominated value of our assets and liabilities that are denominated in UF fluctuates as the UF is adjusted based on inflation. In the case of assets, these fluctuations are recorded as income (for increases in the peso-denominated value) and losses (for decreases in the peso-denominated value). In the case of liabilities, these fluctuations are recorded as losses (for increases in the peso-denominated value) and income (for decreases in the peso-denominated value).

Colombia has experienced similarly high levels of inflation in the past. However, the rate of inflation in Colombia in 2011, 2012 and 2013 were 3.7%, 2.4% and 1.9% respectively. The components that led to such level of inflation in 2013 were education (a 4.4% increase from 2012), healthcare (a 4.4% increase from 2012) and housing (a 2.7% increase from 2012). The 12-month core inflation rate for 2013 came to 2.4%, thereby remaining within the Central Bank of Colombia’s targeted inflation range of 2.0% to 4.0%. The price increase in regulated goods and services, such as utilities, urban transportation and gasoline was 1.1%.

UF-denominated Assets and Liabilities

The UF is revalued by the Chilean National Institute of Statistics on a monthly basis. Every day in the period beginning the tenth day of the current month through the ninth day of the succeeding month, the nominal Chilean peso value of the UF is indexed up (or down in the event of deflation) in order to reflect each day a proportional amount of the prior calendar month’s change in the CPI. One UF was equal to Ch$22,294.03, Ch$22,840.75 and Ch$23,309.56 as of December 31, 2011, 2012 and 2013, respectively. The effect of any changes in the nominal Chilean peso value of our UF-denominated assets and liabilities is reflected in our results of operations as an increase (or decrease, in the event of deflation) in interest income and expense, respectively. Our net interest income is positively affected by increases in inflation to the extent that our average UF-denominated assets exceed our average UF-denominated liabilities. Conversely, our net interest income will be negatively affected by inflation in any period in which our average UF-denominated liabilities exceed our average UF-denominated assets. Our average UF-denominated assets exceeded our average UF-denominated liabilities by Ch$1,449,712 million, Ch$1,610,577 million and Ch$1,642,003 million during the years ended December 31, 2011, 2012 and 2013, respectively. See “Item 4. Information on the Company—B. Business Overview—Principal Business Activities—Selected Statistical Information—Average Balance Sheets, Income Earned from Interest Earning Assets and Interest Paid on Interest Bearing Liabilities”.

Chilean Peso-denominated Assets and Liabilities

Interest rates prevailing in Chile are materially affected by the current rate of inflation during the period and market expectations concerning future inflation. The responsiveness to such prevailing rates of our Chilean peso-denominated interest-earning assets and interest bearing liabilities varies. See “—Interest Rates” and “—Results of Operations” below and “Item 11. Quantitative and Qualitative Disclosures about Financial Risk”. We maintain a substantial amount of non-interest bearing Chilean peso-denominated demand deposits. The ratio of the average balance of such demand deposits to average interest-earning assets was 4%, 3.1% and 2.8% during the years ended December 31, 2011, 2012 and 2013, respectively. Because such deposits are not sensitive to inflation or changes in the market interest rate environment, any decline in interest rates or the rate of inflation adversely affects our net interest margin on assets funded with such deposits and any increase in the rate of inflation increases the net interest margin on such assets. From 2012 to 2013, we increased our percentage of foreign currency based loans in our total loan portfolio from 31.5% to 48.8%.

Interest Rates

Interest rates earned and paid on our assets and liabilities, respectively, reflect, to a certain degree, inflation, expectations regarding inflation, shifts in short-term interest rates set by the Central Bank of Chile and movements in long-term real rates. The Central Bank of Chile manages short-term interest rates based on its objectives of balancing inflation and economic growth. Because our liabilities generally re-price to reflect interest rate changes more frequently than our interest-earning assets, changes in the rate of inflation or in the monetary policy interest rate published by the Central Bank of Chile are reflected in the interest rates we pay on our liabilities before such changes are reflected in the interest rates we earn on our assets. Therefore, when short-term interest rates fall, our net interest margin is positively impacted, but when short-term rates increase, our interest margin is negatively affected. At the same time, our net interest margin tends to be adversely affected in the short term by a decrease in

 

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inflation because generally our UF-denominated assets exceed our UF-denominated liabilities. See “Item 5. Operating and Financial Overview and Prospects—A. Operating Results—The Economy—Developments in the Chilean Economy” and “—UF-denominated Assets and Liabilities” above. An increase in long-term interest rates also has a positive effect on our net interest margin, because our interest-earning assets generally have a longer duration than our interest bearing liabilities.

In addition, because our Chilean peso-denominated liabilities have relatively short re-pricing periods, they are generally more responsive to changes in inflation or short-term rates than our UF-denominated liabilities. As a result, during periods when current inflation or expected inflation exceeds the previous month’s inflation, customers often switch funds from Chilean peso-denominated deposits to more expensive UF-denominated deposits, thereby adversely affecting our net interest margin. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sources of Liquidity—Financial Investments”.

Currency Exchange Rates

A material portion of our assets and liabilities is denominated in foreign currencies, principally the U.S. dollar. Our reported income is affected by changes in the value of the Chilean peso with respect to foreign currencies (principally the U.S. dollar and Colombian pesos) because such 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 to Chilean pesos in preparing our financial statements. The Chilean government’s economic policies and any future changes in the value of the Chilean peso against the U.S. dollar could adversely affect our financial condition and results of operations. In the past, the Chilean peso has been subject to significant volatility when compared to the U.S. dollar. In 2011, the Chilean peso depreciated against the U.S. dollar by 11% as compared to 2010. In 2012, the Chilean peso appreciated against the U.S. dollar by 7.7% as compared to 2011. In 2013, the Chilean peso depreciated against the U.S. dollar by 9.9% as compared to 2012. The exchange rate between the Chilean peso and the U.S. dollar as of December 31, 2011, 2012 and 2013 was Ch$519.08, Ch$479.16 and Ch$526.41 per US$1.00, respectively. The Chilean peso may be subject to significant fluctuations in the future. In July 2006, we began calculating our foreign exchange rates in accordance with Circular No. 3,345 issued by the SBIF and its related amendments. See “Item 3. Key Information—Exchange Rate Information.”

Entering into forward exchange transactions enables us to reduce the negative impact of material gaps between the balances of our foreign currency-denominated assets and liabilities. As of December 31, 2011, 2012 and 2013, the gap between foreign currency denominated assets and foreign currency denominated liabilities, including forward contracts, was Ch$(27,951) million, Ch$301,285 million and Ch$503,333, respectively.

Acquisition of Banco Santander Colombia

In a three step transaction, on May 29, 2012, June 22, 2012 and June 29, 2012 we acquired (1) a 91.9% equity interest in Banco Santander Colombia (now known as CorpBanca Colombia), (2) a 99.96% (direct and indirect) equity interest in CIVAL, a licensed securities broker-dealer operating in Colombia, and (3) a 91.9% equity interest in CIT Colombia, a financial services company operating in Colombia that specializes in fund administration and trust and custodial services, in each case other than the CIT Colombia interest, from Banco Santander, S.A., a sociedad anónima bancaria organized under the laws of the Kingdom of Spain, and certain of its affiliates pursuant to the BSC Purchase Agreement for US$1.2 billion. Banco Santander Colombia, CIVAL and CIT Colombia currently operate under the CorpBanca brand name.

CorpBanca Colombia provides a broad range of commercial and retail banking services to its customers, operating principally in the cities of Bogotá, Medellín, Cali, Bucaramanga and Barranquilla. As of December 31, 2013, according to the Colombian Superintendency of Finance, CorpBanca Colombia was the eleventh largest bank in Colombia in terms of total assets, the eleventh largest bank in Colombia in terms of total loans and the thirteenth largest bank in Colombia, in terms of total deposits as reported under local regulatory and accounting principles. As of December 31, 2013, CorpBanca Colombia had deposits and financial claims (“current accounts and demand deposits” and “time deposits and savings accounts”) of COP$6,967,356 million, which consisted of savings deposits, fixed-term deposit certificates, current accounts, financial claims for banking services and other commitments. As of December 31, 2013, CorpBanca Colombia had 115 ATMs, 276,505 individual banking customers and 30,769 commercial banking customers (including SMEs, corporations, institutions and wholesale customers). For the year ended December 31, 2013, CorpBanca Colombia had net income of COP$191,199 million.

 

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As of December 31, 2013, CorpBanca Colombia had (i) total assets of COP$13,022,058 million, including total loans of COP$7,775,142 million; (ii) total shareholders’ equity of COP$2,848,740 million; and (iii) over 80 branches and offices and 1,509 employees. For further details see Notes 3 and 11 to our audited consolidated financial statements.

As a consequence of the Banco Santander Colombia Acquisition, one of the key factors to be considered when analyzing our financial condition and results of operations as of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013 is the consolidation of CorpBanca Colombia into our financial statements since May 29, 2012. As a result of our results of operations for periods ended December 31, 2012 and thereafter are not comparable to the respective periods prior to that date.

In addition, to provide meaningful disclosure with respect to our results of operations for the year ended December 31, 2012, management uses, and we present, in addition to our audited results of operations for that period, certain full year 2012 financial information excluding the results of CorpBanca Colombia. CorpBanca Colombia was our subsidiary during the last seven months of 2012 and this presentation is intended only to subtract from our reported results for 2012 the amounts contributed by CorpBanca Colombia. This information does not purport to represent what our results of operations would have been had we not acquired CorpBanca Colombia. Management believes that any such additional expense or revenue was not material. The following table shows our results of operations for the year ended December 31, 2012, the amounts contributed by CorpBanca Colombia in that period, and our reported results less amounts contributed by CorpBanca Colombia.

 

     For the year ended December 31, 2012  
     As reported less
    CorpBanca Colombia    
       CorpBanca  
Colombia
         As reported      
     (in millions of Ch$)  
Interest income      636,373         126,619         762,992   
Interest expense      (445,785)         (60,331)         (506,116)   

Net interest income

     190,588         66,288         256,876   

Income from service fees

     83,361         21,817         105,178   

Expenses from service fees

     (15,611)         (3,923)         (19,534)   

Net service fee income

     67,749         17,895         85,644   

Trading and investment income, net

     34,115         20,879         54,994   

Foreign exchange gains net

     28,586         2,110         30,696   

Other operating income

     8,575         10,133         18,708   

Trading and investment, foreign exchange gains and other operating income

     71,276         33,122         104,398   

Operating income before provision for loan losses

     329,614         117,304         446,918   

Provisions for loan losses

     (30,794)         (20,781)         (51,575)   

Total operating income net of loan losses, interest and fees

     298,819         96,524         395,343   

Personnel salary and expenses

     (96,155)         (24,559)         (120,714)   

Administration expenses

     (59,924)         (28,859)         (88,783)   

Depreciation and amortization

     (12,960)         (5,132)         (18,092)   

Impairment

     -         -         -   

Other operating expenses

     (20,746)         (5,309)         (26,055)   

Total operating expenses

     (189,784)         (63,860)         (253,644)   

Total net operating income

     109,035         32,664         141,699   

Income from companies accounted for by the equity method

     714         (347)         367   

Income before income taxes

     109,749         32,317         142,066   

Income taxes

     (14,895)         (8,018)         (22,913)   

Net income for the year

     94,854         24,299         119,153   

Acquisition of Helm Bank

On October 9, 2012, an affiliate of CorpGroup entered into the HB Purchase Agreement, with affiliates of Helm Corporation, to acquire up to a 100% equity interest in the common shares of Helm Bank, including its

 

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subsidiaries in Colombia, Helm Comisionista de Bolsa S.A. and Helm Fiduciaria S.A., its subsidiaries in Panama, Helm Bank (Panama) and Helm Casa de Valores S.A. (Panama) and its subsidiary in the Cayman Islands, Helm Bank S.A. (Cayman I.), with the intent to merge Helm Bank with and into CorpBanca Colombia, with CorpBanca Colombia as the surviving corporation.

On August 6, 2013, and in a first step of the transaction, CorpBanca Colombia acquired 2,387,387,295 common shares of Helm Bank, representing 58.89% Helm Bank’s common shares (approximately 51.61% of the total subscribed and paid capital of Helm Bank) and, therefore, acquired control of Helm Bank and its subsidiaries, Helm Comisionista de Bolsa S.A., Helm Fiduciaria S.A., Helm Bank S.A. (Panama), Helm Casa de Valores S.A. (Panama) and Helm Bank S.A. (Cayman I.). On August 29, 2013, and in a second step of the transaction, CorpBanca Colombia acquired 1,656,579,084 common shares of Helm Bank, representing another 40.86% of the common shares, for a total of approximately 99.75% of the ordinary shares (approximately 87.42% of the total suscribed and paid capital of Helm Bank).

In order to finance the Helm Bank Acquisition, CorpBanca Colombia raised capital in an amount equal to US$1,014 million and financed the remainder of the acquisitions with its own funds. The capital increase was subscribed to by CorpBanca for approximately US$353 million, by Helm Corporation’s affiliates and other main former shareholder of Helm Bank for approximately US$473 million and by CorpGroup for approximately US$188 million.

In the end of the fourth quarter of 2013, CorpBanca Colombia initiated a public tender offer to repurchase all of the outstanding non-voting preferred shares of Helm Bank. The tender offer was completed in January 2014 and resulted in CorpBanca Colombia purchasing 568,206,073 non-voting preferred shares issued by Helm Bank, representing 99.38% of the 571,749,928 authorized and issued non-voting preferred shares of Helm Bank. As a result of the purchase through this tender offer, CorpBanca Colombia became a 99.78% owner of Helm Bank, when combined with the 4,044,135,318 common shares already owned by CorpBanca Colombia prior to the tender offer.

As a consequence of the Helm Bank Acquisition, one of the key factors to be considered when analyzing our financial condition and results of operations as of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013 is the consolidation of Helm Bank in our financial statements since August 6, 2013. As a result, our results of operations for periods ended December 31, 2013 and thereafter are not comparable to the respective periods prior to that date.

In addition, to provide meaningful disclosure with respect to our results of operations for the year ended December 31, 2013, management uses, and we present, in addition to our audited results of operations for that period, certain full year 2013 financial information excluding the results of Helm Bank. Helm Bank was our subsidiary during the last five months of 2013, and this presentation is intended only to subtract from our reported results for 2013 the amounts contributed by Helm Bank. This information does not purport to represent what our results of operations would have been had we not acquired Helm Bank. Management believes that any such additional expense or revenue was not material. The following table shows our results of operations for the year ended December 31, 2013, the amounts contributed by Helm Bank in that period, and our reported results less amounts contributed by Helm Bank.

 

     For the year ended December 31, 2013  
         As reported less    
Helm Bank
         Helm Bank              As reported      
     (in millions of Ch$)  

Interest income

     891,976         115,130         1,007,106   

Interest expense

     (502,213)         (47,203)         (549,416)   

Net interest income

     389,763         67,927         457,690   

Income from service fees

     128,246         16,531         144,777   

Expenses from service fees

     (23,023)         (3,777)         (26,800)   

Net service fee income

     105,224         12,753         117,977   

Trading and investment income, net

     91,401         9,886         101,287   

Foreign exchange gains net

     (18,505)         4,599         (13,906)   

Other operating income

     34,281         5,377         39,658   

Trading and investment, foreign exchange gains and other operating income

     107,177         19,862         127,039   

Operating income before provision for loan losses

     602,164         100,542         702,706   

Provisions for loan losses

     (93,958)         (8,114)         (102,072)   

Total operating income net of loan losses, interest and fees

     508,205         92,429         600,634   

Personnel salary and expenses

     (140,587)         (24,422)         (165,009)   

Administration expenses

     (115,708)         (23,906)         (139,614)   

Depreciation and amortization

     (36,421)         (5,867)         (42,288)   

Impairment

     -         -         -   

Other operating expenses

     (10,917)         (4,317)         (15,234)   

Total operating expenses

     (303,634)         (58,511)         (362,145)   

Total net operating income

     204,571         33,918         238,489   

Income attributable to investment in other companies

     1,083         158         1,241   

Income before income taxes

     205,654         34,076         239,730   

Income taxes

     (53,526)         (10,965)         (64,491)   

Net income for the year

     152,128         23,111         175,239   

 

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Critical Accounting Policies and Estimates

General

In our filings with the SEC, we prepare our consolidated financial statements in accordance with IFRS. In preparing our consolidated financial statements, we use estimates and assumptions to account for certain assets, liabilities, revenues, expenses and other transactions. While we review these estimates and assumptions in the ordinary course of business, the portrayal of our financial condition and results of operations often require our management to make judgments regarding the effects on our financial condition and results of operations on matters that are inherently uncertain. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The following discussion describes those areas that require the most judgment or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial condition and results of operations. Actual results may differ from those estimated under different variables, assumptions or conditions, and if these differences could have a material impact on our reported results of operations. Note 1 to our financial statements contains a summary of our significant accounting policies.

Allowance for Loan Losses

We have established allowances to cover probable loan losses in accordance with IFRS. The allowance for loan losses requires us to make estimates and judgments about inherently subjective matters in determining the classification of individual loans and, consequently, we regularly evaluate our allowance for loan losses by taking into consideration factors such as changes in the nature and volume of our loan portfolio, trends in forecasted portfolio credit quality and economic conditions that may affect our borrowers’ ability to pay. Increases in our allowance for loan losses are reflected as provisions for loan losses in our income statement. Loans are charged off when management determines that the loan or a portion thereof is uncollectible. Write-offs are recorded as a reduction of the allowance for loan losses. See “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Current Regulations Relating to Classification of Banks and Loans; Allowances for Loan Losses”.

For a further description of regulations relating to loan classification and provisioning, see “Item 4. Information on the Company—B. Business Overview—Principal Business Overview—Chilean Banking Regulation and Supervision—Current Regulations Relating to Classification of Banks and Loans; Allowances for Loan Losses”.

We consider the accounting estimates related to allowance for loan losses to be “critical accounting estimates” because (i) they are highly susceptible to change from period to period because our assumptions about the risk of loss used to classify our loans are updated for recent performance experience which may increase or decrease our risk index that is used to determine our global allowance, (ii) our specific allowances are also updated to reflect recent performance which may result in an increase or decrease in our specific allowances, (iii) it requires management to make estimates and assumptions about loan classification and the related estimated probable loss if

 

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any and (iv) any significant difference between our estimated losses (as reflected in the specific and general provisions) as of the balance sheet date and our actual losses will require us to adjust our allowance for loan losses that may result in additional provisions for loan losses in future periods which could have a significant impact on our future net income and/or financial condition. As of December 31, 2013, our allowance for loan losses was Ch$126,039 million (excluding allowances and impairment for interbank loans).

Derivative Financial Instruments

Derivative financial instruments are recorded at fair value. Fair values are based on market quotes, discounted cash flow models and option valuations, as appropriate. If market information is limited or in some instances, not available, management applies its professional judgment. Other factors that may also affect estimates are incorrect model assumptions, market dislocations and unexpected correlations. Notwithstanding the level of subjectivity in determining fair value, we believe our estimates of fair value are adequate. The use of different models or assumptions could lead to changes in our reported results.

In addition, we make loans and accept deposits in amounts denominated in foreign currencies, principally the U.S. dollar. Such assets and liabilities are translated at the applicable exchange rate at the balance sheet date.

Financial Investments

Financial investments are summarized as follows:

Trading Instruments.  Instruments for trading are securities acquired for which we have the intent to generate earnings from short-term price fluctuations or through brokerage margins, or that are included in a portfolio created for such purposes. Instruments for trading are valued at their fair value according to market prices on the closing date of the balance sheet.

Investment Instruments.  Investment instruments are classified into two categories: held to maturity investments and instruments available-for-sale. Held to maturity investments only include those instruments for which we have the intent and ability to hold to maturity. Investment instruments not classified as held to maturity or trading are considered to be available-for-sale. Investment instruments are recorded initially at cost. Instruments available-for-sale are valued at each subsequent period-end at their fair value. Gains or losses from changes in fair value are recognized in other comprehensive income within line item “financial instruments available for sale”. All purchases and sales of investment instruments to be delivered within the deadline stipulated by market regulations and conventions are recognized on the trade date, which is the date on which the commitment is made to purchase or sell the asset. Other purchases or sales are treated as forwards until they are liquidated.

We enter into security repurchase agreements as a form of borrowing. The liability for the repurchase of the investment is classified as “obligations under repurchase agreements” and is carried at cost plus accrued interest.

We also enter into resale agreements as a form of investment. Under these agreements we purchase securities, which are included as assets under the caption “investments under agreements to resell” and are carried at cost plus accrued interest.

Recently Adopted and New Accounting Pronouncements

See Note 2 of our consolidated financial statements for a detailed description of recently adopted and new accounting pronouncements in IFRS.

Results of Operations for the Years Ended December 31, 2011, 2012 and 2013

Net Income

Our consolidated net income as reported on our consolidated financial statement for the year ended December 31, 2013 was Ch$175,239 million, a 47.1% or Ch$56,086 million increase from Ch$119,153 million in 2012, which represented a 1.6% or Ch$ 1,835 million increase from Ch$117,318 in 2011. CorpBanca reached these revenues in a highly competitive scenario with a low variation in the value of the UF40 basis points less than last year. The increase in our consolidated net income for the year ended December 31, 2013 was due to (i) the consolidation of CorpBanca Colombia into our financial statements for a full year, (ii) the consolidation of Helm Bank into our financial statements since August 6, 2013, (iii) the increase in the cost of funding due to liquidity stress faced during the third quarter 2013 and (iv) the initial cost of the merger process of Helm Bank.

 

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The following table sets forth the components of our net income for the years ended December 31, 2011, 2012 and 2013:

 

     For the Year Ended      % Change
from
  2013/2012  
     % Change
from
  2012/2011  
 
     December 31,        
    

 

2011

     2012      2013        
     (in millions of constant Ch$ except for percentages)  
Components of net income:               
Net interest income      193,000         256,876         457,690         78.2%         33.1%   
Net service fee income      60,362         85,644         117,977         37.8%         41.9%   
Trading and Investment, foreign exchange gains and other operating income      80,469         104,398         127,039         21.7%         29.7%   
Provisions for loan losses      (40,754)         (51,575)         (102,072)         97.9%         26.6%   
Income attributable to investment in other companies      250         367         1,241         238.1%         46.8%   
Total operating expenses      (152,706)         (253,644)         (362,145)         42.8%         66.1%   
Income before income taxes      140,621         142,066         239,730         68.7%         1.0%   
Income taxes      (23,303)         (22,913)         (64,491)         181.5%         (1.7)%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net income for the year

             117,318             119,153             175,239                 47.1%                 1.6%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Interest Income

The following table sets forth the components of our net interest income for the years ended December 31, 2011, 2012 and 2013:

 

     For the year ended December 31,      % Change
from

   2013/2012  
     % Change
from

   2012/2011  
 
    

 

    2011    

         2012              2013            
     (in millions of constant Ch$ except for percentages)  

Interest income

     528,622         762,992         1,007,106         32.0%         44.3%   

Interest expense

     (335,622)         (506,116)         (549,416)         8.6%         50.8%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net interest income

             193,000             256,876             457,690                 78.2%                 33.1%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table sets forth information as to components of our interest income for the years ended December 31, 2011, 2012 and 2013:

 

     For the year ended December 31,      % Change
from
  2013/2012  
     % Change
from
  2012/2011  
 
  

 

    2011    

         2012              2013            
     (in millions of constant Ch$ except for percentages)  

Interest income

     528,622         762,992         1,007,106         32.0%         44.3%   

Average interest-earning assets:

              

Loans

     5,834,146         9,425,792         11,505,946         22.1%         61.6%   

Financial investments

     749,467         1,025,244         917,630         (10.5%)         36.8%   

Interbank deposits

     166,037         363,207         384,045         5.7%         118.8%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total average interest-earning assets

             6,749,650                 10,814,243             12,807,621                 18.4%                 60.2%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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The following table sets forth the components of our interest expense for the years ended December 31, 2011, 2012 and 2013:

 

     For the year ended December 31,      %  Change
from
2013/2012
     %  Change
from
2012/2011
 
  

 

2011

     2012      2013        
     (in millions of constant Ch$ except for percentages)  

Interest expense

     335,622         506,116         549,416         8.6%         50.8%   

Average interest-earning liabilities:

              

Bonds

     1,207,422         1,590,962         2,199,545         38.3%         31.8%   

Time deposits

     3,999,608         6,639,517         7,055,890         6.3%         66.0%   

Central Bank borrowings

     -         39         -         -         -   

Repurchase agreements

     163,649         344,293         269,419         (21.7%)         110.4%   

Mortgage finance bonds

     198,485         161,583         130,991         (18.9%)         (18.6)%   

Other interest-bearing liabilities

     1,039,265         2,085,162         2,283,273         9.5%         100.6%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total average interest-bearing liabilities

             6,608,429                 10,821,556             12,488,534                 15.4%                 63.8%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

2013 Compared to 2012:

Our interest income was Ch$1,007,106 million for the year ended December 31, 2013, an increase of 32% as compared to Ch$762,992 million for the year ended December 31, in 2012. Our interest expense increased by 8.6% to Ch$549,416 for the year ended December 31, 2013, as compared to Ch$ 506,116 for the year ended December 31, 2012. As a result, our net interest income increased by 78.2% to Ch$457,690 million for the year ended December 31, 2013, as compared to Ch$ 256,876 million for the year ended December 31, 2012.

The increase in interest income was the result of (i) the consolidation of CorpBanca Colombia into our financial statements for a full year, (ii) the consolidation of Helm Bank’s loan portfolio since August 6, 2013, as a result of the Helm Bank Acquisition, which accounted for 104.0% of our average total loan portfolio increase and 93.0% of our average loan portfolio increase in Colombia and (iii) lower inflation rates and their effect on results through the UF variation in 2013 compared to 2012 (2.05% versus 2.45%). Our average loans grew to Ch$11,505,946 million for the year ended December 31, 2013, from Ch$9,425,792 million for the year ended December 31, 2012. The increase in our interest income was higher than the increase in our total average interest-earning assets due to (i) the consolidation of CorpBanca Colombia for a full year in 2013, compared with seven months in 2012 and (ii) the consolidation of Helm Bank since August 6, 2013. These benefits were partly offset by (i) a lower variation in the UF of 2.45% vs. 2.05% in 2012 and 2013, respectively and (ii) the sale of Ch$667,065 million (US$1,267.2 million) of our loan portfolio in Chile during the second half of 2013 (equivalent to 5.5% of the average total loan portfolio).

The increase in our interest expense was the result of (i) the consolidation of Colombia for a full year in 2013, compared with seven months in 2012, (ii) the consolidation of Helm Bank since August 6, 2013 and (iii) a 38.3% increase in our average interest-earning liabilities for bonds due to the issuance of US$800 million senior unsecured notes in January 2013. This increase was partly offset by (i) the decrease in the Central Bank of Chile’s interest rate for monetary policy purposes which remained stable in 2012 at 5%, compared to 4.5% in 2013 and (ii) a decrease in the cost of funding in pesos (a 34 basis points average reduction in time deposits).

Net interest margin (net interest income divided by average interest-earning assets) increased by 50.6% as a result of the above-mentioned factors relating to our interest income and interest expenses.

2012 Compared to 2011:

Our interest income was Ch$ 762,992 million for the year ended December 31, 2012, an increase of 44.3% as compared to Ch$528,622 million for the year ended December 31, 2011. Our interest expense also increased by 50.8% to Ch$ 506,116 for the year ended December 31, 2012, as compared to Ch$ 335,622 for the year ended December 31, 2011. As a result, our net interest income increased by 33.1% to Ch$ 256,876 million for the year ended December 31, 2012, as compared to Ch$ 193,000 million for the year ended December 31, 2011.

The increase in interest income was the result of (i) the consolidation of CorpBanca Colombia’s loan portfolio since May 29, 2012, following the first step of the Banco Santander Colombia Acquisition, which

 

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accounted for 49.9% of our average total loan portfolio increase and (ii) organic growth in our total average loans Chilean operations, which accounted for 50.1% of our average total loan portfolio increase. This increase was partly offset by the negative impact of the variation of the UF that benefit in our interest income. Our average loans grew to Ch$9,425,792 million for the year ended December 31, 2012, from Ch$5,834,146 million, as compared to the year ended December 31, 2011. The increase in our interest income was lower than the increase in our total average interest-earning assets due to a lower variation in the UF of 3.9% vs. 2.5% in 2011 and 2012, respectively, which partly offset the increase in Central Bank of Chile’s interest rate for monetary policy purposes from 3.25% to 5.25% during 2011, while remaining stable in 2012 at 5.0%.

The increase in our interest expense was the result of (i) the consolidation of CorpBanca Colombia since May 29, 2012, (ii) a 66.0% increase in our average time deposits, (iii) a 100.6% increase in our average other interest-bearing liabilities as described in the table above, (iv) a negative effect with respect to the variation of the UF, (v) additional premiums on CorpBanca’s debt securities that increased slightly due to a significant increase in our commercial portfolio and (vi) the portion of the financing of the Banco Santander Colombia Acquisition that was not paid with our capital increase in June 2012 (but rather funded by our long-term liabilities). The implicit premiums on our debt securities are due to a relatively higher risk compared to our main competitors, which consist of larger banks with slightly lower ratings (“AA+” or “AAA” vs. “AA” on a local scale); as well as our increased level of operations (including an increase in our total loan portfolio) that have required a larger amount of financing (primarily through deposits and bonds).

Net interest margin (net interest income divided by average interest-earning assets) decreased by 18.1% as a result of the above mentioned factors relating to our interest income and interest expenses.

Allowances for Loan Losses

The following table sets forth information relating to our allowances for loan losses as of December 31, 2011, 2012 and 2013:

 

     As of December 31,  
         2011              2012              2013          % Change
from
  2013/2012  
     % Change
from
  2012/2011  
 
     (in millions of constant Ch$ except for percentages)  

Total loans (excludes interbank loans)

     6,814,445         10,103,491         12,897,681         27.7%         48.3%   

Past due loans(1)

     46,379         51,272         64,091         25.0%         10.6%   

Non-performing loans(2)

     107,978         117,937         141,667         20.1%         9.2%   

Impaired loans(3)

     296,584         222,712         393,102         76.5%         (24.9)%   

Allowances for loan losses(4)

     102,500         109,601         126,039         15.0%         6.9%   

Allowances for loan losses as a percentage of total loans

     1.5%         1.1%         1.0%         (9.9)%         (27.9)%   

Allowances for loan losses as a percentage of non-performing loans

     94.9%         92.9%         89.0%         (4.3)%         (2.1)%   

Allowances for loan losses as a percentage of impaired loans

     34.6%         49.2%         32.1%         (34.8)%         42.4%   

Non-performing loans as a percentage of total loans

     1.6%         1.2%         1.1%         (5.9)%         (26.3)%   

Allowances for loan losses as a percentage of past due loans

     221.0%         213.8%         196.7%         (8.0)%         (3.3)%   

 

 

(1)

Past due loans include all installments and lines of credit more than 90 days overdue. Does not include the aggregate principal amount of such loans.

(2)

Non-performing loans include the principal and interest on any loan with one installment more than 90 days overdue.

(3)

Impaired loans include those loans on which there is objective evidence that debtors will not meet some of their contractual payment obligations.

(4)

Reflects allowance for loan losses (excluding allowances for loan loss on loans and receivables to banks).

2013 Compared to 2012:

Allowances for loan losses (excluding allowances for loan loss on loans and receivables to banks) increased by 15% to Ch$126,039 million as of December 31, 2013 compared to Ch$109,601 million as of December 31, 2012. The increase in our allowances for loan losses was due to the consolidation of CorpBanca Colombia in 2012 and the consolidation of Helm Bank in 2013. The decrease in our allowances for loan losses as a percentage of total loans by 9.9% to 1.0% as of December 31, 2013 when compared to 1.1% as of December 31, 2012 was due to an increase in loans as a result of the consolidation of Helm Bank in 2013. We believe our allowances for loan losses are adequate as of the date hereof to cover all known losses in our loan portfolio.

 

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2012 Compared to 2011:

Allowances for loan losses (excluding allowances for loan loss on loans and receivables to banks) increased by 6.9% to Ch$109,601 million as of December 31, 2012 compared to Ch$102,500 million as of December 31, 2011. The increase in our allowances for loan losses was due to the consolidation of CorpBanca Colombia in 2012.

Provisions for Loan Losses

2013 Compared to 2012:

Provisions for loan losses increased by 97.9% to Ch$102,072 million as of December 31, 2013, compared to Ch$51,575 million as of December 31, 2012 as a result of (i) an increase in Chile by Ch$23,751 million, (ii) an increase in CorpBanca Colombia by Ch$17,388 million and (iii) a provision of Ch$8,114 million for Helm Bank in 2013. The increase in our provisions for loan losses in 2013 was the result of (i) the consolidation of CorpBanca Colombia in 2013, (ii) the consolidation of Helm Bank in 2013, (iii) specific corporate loan provisions in Chile, particularly for those loans related to SMU or loans with SMU risk that totaled approximately Ch$6,000 million, (iv) an increase in provisions in our consumer loan portfolio in Colombia and (v) adjustments for the homogenization in the treatment of the commercial loan portfolio in Helm Bank.

2012 Compared to 2011:

Provisions for loan losses increased by 26.6% to Ch$51,575 million as of December 31, 2012, as compared to Ch$40,754 million as of December 31, 2011 as a result of an increase in Chile by Ch$6,461 million, and the consolidation of CorpBanca Colombia in 2012, which accounted for Ch$4,360 million.

Net Service Fee Income

2013 Compared to 2012:

Our net service fee income (including income from financial advisory services as described below) for the year ended December 31, 2013 was Ch$117,977 million, representing a 37.8% increase when compared to Ch$85,644 million, for the year ended December 31, 2012. Our income from service fees during the year ended December 31, 2013 increased by 37.6% to Ch$144,777 million from Ch$105,178 million for the year ended December 31, 2012. This increase was partly offset by a 37.2% increase in expenses from service fees from Ch$19,534 million for the year ended December 31, 2012 to Ch$26,800 million for the year ended December 31, 2013.

The increase in our expenses from service fees was driven by (i) the consolidation of CorpBanca Colombia for a full year in 2013, compared with seven months in 2012, (ii) the consolidation of Helm Bank since August 6, 2013, as a result of the Helm Bank Acquisition and (iii) an increase in commissions in credit card transactions to Ch$12,367 million for the year ended December 31, 2013 from Ch$9,089 million for the year ended December 31, 2012. The increase in our income from service fees was partially offset by increases in our expenses from service fees during the year ended December 31, 2013.

2012 Compared to 2011:

Our net service fee income (including income from financial advisory services as described below) for the year ended December 31, 2012 was Ch$ 85,644 million, representing a 41.9% increase when compared to Ch$60,362 million for the year ended December 31, 2011. Our total income from service fees during the year ended December 31, 2012 increased by 45.3% to Ch$ 105,178 million from Ch$ 72,404 million for the year ended December 31, 2011. This increase was partly offset by a 62.2% increase in expenses from service fees from Ch$12,042 million for the year ended December 31, 2011 to Ch$19,534 million for the year ended December 31, 2012.

 

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The increase in our income from service fees was the result of (i) the consolidation of CorpBanca Colombia on May 29, 2012, following the first step of the Banco Santander Colombia Acquisition, (ii) the increase in collections, billings and payments income from Ch$9,586 million for the year ended December 31, 2011 to Ch$20,591 million for the year ended December 31, 2012, (iii) the increase in fees from letters of credit and guarantees to Ch$7,915 million for the year ended December 31, 2012 from Ch$4,460 million for the year ended December 31, 2011 and (iv) the increase in income from card service fees to Ch$16,479 million for the year ended December 31, 2012, from Ch$10,602 million for the year ended December 31, 2011. The increase in these income categories is due to the organic growth in Chile during 2012, which resulted in a larger volume of operations.

The increase in our income from service fees was partially offset by increases in our expenses from service fees during the year ended December 31, 2012. The increase in our expenses from service fees was driven by (i) the consolidation of CorpBanca Colombia since May 29, 2012, following the first step of Banco Santander Colombia Acquisition, (ii) the increase in brokerage fees and commissions from Ch$259 million for the year ended December 31, 2011 to Ch$2,480 for the year ended December 31, 2012, (iii) the increase in commissions spent by loans and services to customers to Ch$1,365 million for the year ended December 31, 2012 from Ch$0 for the year ended December 31, 2011 and (iv) the increase in commissions in credit card transactions to Ch$9,089 million for the year ended December 31, 2012 from Ch$6,963 million for the year ended December 31, 2011. The increase in these expenses categories is related to the larger size of the bank with a larger number of new operations.

Other Net Operating Income

The following table sets forth the components of our other net operating income for the years ended December 31, 2011, 2012 and 2013:

 

       For the year ended December 31,                  
       2011          2012          2013        % Change
from 2013/2012
     % Change  from
2012/2011
 
     (in millions of constant Ch$ except for percentages)  

Trading and investment income, net

     97,745         54,994         101,287         84%         (43.7%)   

Foreign exchange gains (losses), net

     (26,783)         30,696         (13,906)         (145.3%)         214.6%   

Other operating income

     9,507         18,708         39,658         112%         96.8%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Trading and investment, foreign exchange gains and other operating income

     80,469         104,398                 127,039                 21.7%                 29.7%   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

2013 Compared to 2012:

In the year ended December 31, 2013, we recorded other net operating income of Ch$127,039 million, or a 21.7% increase from Ch$104,398 million for the year ended December 31, 2012. The increase in other net operating income was primarily due to the sale of real estate assets, corresponding to the properties where CorpBanca’s 31 branches operate, to Sociedad Inmobiliaria Descubrimiento S.A, or SID, during the fourth quarter of 2013. The aggregate sale price of all 31 properties was UF1,811,000 (approximately US$84 million). For this transaction, we recognized total revenues of Ch$23,254 million. CorpBanca leased back from SID the same properties for a 15 year term and will continue to operate the branches located at such properties.

Net trading and investment increased by 84% to Ch$101,287 million for the year ended December 31, 2013 from Ch$54,994 million for the year ended December 31, 2012, while net foreign exchange gains (losses) decreased to a loss of Ch$13,906 million during 2013 from a gain of Ch$30,696 million for the year ended December 31, 2012. This higher net result of net trading and investment activities for the year ended December 31, 2013 is due to (i) a higher valuation of the trading portfolio in Chile, given the positive movements in the swap curves observed in the last months of the year and (ii) a positive contribution of CorpBanca Colombia as a result of the increase in the valuation of both the trading portfolio and the available for sale portfolio, partly offset by a negative effect of interest rates associated with the derivatives to cover the impact that the volatility in the exchange rate had on tax expenses related to the investment in Colombia (a loss of Ch$6,448 million in 2013).

The full year consolidation of CorpBanca Colombia and the “positive currency effect” associated with the derivatives used to cover the effect on the tax base relating to the investment in Colombia, along with the consolidation of Helm Bank, contributed to the increase in other operating income. On the other hand, the significant decrease in foreign exchange gains in Chile, due to the unfavorable market conditions in 2013, the significant volatility in the exchange rate and the long position in U.S. dollars, offset the favorable performance of the profits from financial operations.

 

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We recognized net foreign exchange losses of Ch$13,906 million for the year ended December 31, 2013, compared to a net foreign exchange gain of Ch$30,696 million for the year ended December 31, 2012. The significant decrease in net foreign exchange gains in Chile, due to (i) the unfavorable market conditions observed in the year, (ii) the significant volatility in the exchange rate and (iii) the long position in U.S. dollars, offset almost fully the favorable performance of the profits from financial operations.

2012 Compared to 2011:

In 2012, we recorded trading and investment, foreign exchange gains and other operating income of Ch$104,398 million, or a 29.7% increase from Ch$80,469 million for the year ended December 31, 2011. The increase in trading and investment, foreign exchange gains and other operating income was primarily the result of the consolidation of CorpBanca Colombia since May 29, 2012, following the first step of Banco Santander Colombia Acquisition.

Net trading and investment income decreased by Ch$42,751 million or 43.7% to Ch$54,994 million for the year ended December 31, 2012 from Ch$97,754 million for the year ended December 31, 2011, while net foreign exchange gains increased by Ch$57,479 million to Ch$30,696 million during 2012 from a loss of Ch$26,783 million for the year ended December 31, 2011. This higher net result of net trading and investment income and net foreign exchange gains for the year ended December 31, 2012 is due to a great extent to the Banco Santander Colombia Acquisition, which more than offset the negative effect that volatile foreign exchange and interest rates had on the hedging derivatives portfolio in Chile. The increase from CorpBanca Colombia resulted primarily from trading gains from an improvement in its investment portfolio, which consists mainly of Colombian treasury bonds. The positive impact of the variation in the rates of these bonds was the largest contributing factor.

Operating Expenses

The following table sets forth the components of our operating expenses for the years ended December 31, 2011, 2012 and 2013:

 

     For the year ended December 31,      % Change from      % Change from  
     2011      2012      2013      2013/2012      2012/2011  
     (in millions of constant Ch$ except for percentages)  

Personnel salary and expenses

     76,461         120,714         165,009         36.7%         57.9%           

Administration expenses

     55,141         88,783         139,614         57.3%         61.0%           

Depreciation and amortization

     7,461         18,092         42,288         133.7%         142.5%           

Other operating expenses

     13,643         26,055         15,234         (41.5)%         91.0%           
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

       152,706           253,644           362,145         42.8%         66.1%           
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

2013 Compared to 2012:

Operating expenses increased by 42.8% to Ch$362,145 million for the year ended December 31, 2013 from Ch$253,644 million for the year ended December 31, 2012. The increase in operating expenses was primarily the result of the consolidation of CorpBanca Colombia for a full year and the consolidation of Helm Bank since August 6, 2013, including an increase in administration expenses by 57.3%, personnel’s salaries expenses by 36.7% and increase in depreciation and amortization by 133.7%.

CorpBanca accounted for 7.5% of the increase in consolidated operating expenses for the year ended December 31, 2013, CorpBanca Colombia accounted for 47.1% of the increase and Helm Bank accounted for 45.4% of the increase. Of the operating expenses attributable to our operations in Colombia for the year ended December 31, 2013, 8.7% were attributable to costs incurred in connection with the Helm Bank Acquisition and amortization of goodwill for Helm Bank.

 

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2012 Compared to 2011:

Operating expenses increased by Ch$100,938 million, or 66.1%, for the year ended December 31, 2012 from Ch$152,706 million for the year ended December 31, 2011. The increase in operating expenses was primarily the result of the consolidation of CorpBanca Colombia since May 29, 2012, following the first step of the Banco Santander Colombia Acquisition, including an increase in administration expenses by 61.0%, personnel salary and expenses by 57.9% and other operating expenses by 91.0% (relating to our rebranding efforts in Colombia in connection with the Banco Santander Colombia Acquisition as described in more detail below).

The increase in our personnel’s salaries expenses was also attributable to an increase in the number of employees hired to assist with the management of our growing loan portfolio. As of December 31, 2012, CorpBanca had 5,163 employees, a 49.2% increase compared to the same date in 2011. Personnel salaries and expenses increased by 57.9%, or Ch$44,253 million as a result of an increase in the number of employees in all segments as a result of an increase in our total loan portfolio, the expansion of our geographic footprint and an increase in the diverse financial products we offer, and also due to 2011 personnel performance bonuses paid in 2012 in the amount of Ch$4,944 million. We also had an increase of 61.0% in administration expenses due to the one-time expenses mentioned above, including CorpBanca Colombia’s rebranding and personnel performance bonuses, and an increase in depreciation and amortization of 142.5% as a result of the amortization of the intangibles assets related to Banco Santander Colombia Acquisition.

Income Taxes

2013 Compared to 2012:

Our income tax expenses increased to Ch$64,491 million for the year ended December 31, 2013 from Ch$22,913 million for the year ended December 31, 2012. For the year ended December 31, 2013, income before income tax increased by 68.7% compared to December 31, 2012 which, along with a higher effective tax rate due to the variation of the exchange rate and its impact in the valuation of the investment in Colombia impacted the provision of income tax.

2012 Compared to 2011:

Our income tax expenses decreased to Ch$22,913 million for the year ended December 31, 2012 from Ch$23,303 million for the year ended December 31, 2011. The decrease in our income tax expenses was primarily due to a depreciation of the “observed U.S. dollar rate” of the Central Bank of Chile, which affected the value of the Banco Santander Colombia Acquisition, generating a tax loss. For tax purposes, our investment in Colombia is U.S. dollar denominated, and as of December 31, 2012 there was a tax reduction in Chile, which resulted in lower tax expense.

Results of our operating segments

The following discussion should be read in conjunction with our consolidated financial statements, especially Note 4 regarding segment information included elsewhere in this annual report. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from these discussed in forward-looking statements as a result of various factors, including those set in forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3D. Risk Factors”.

Overview

We have seven reportable segments: (i) Large, Corporate and Real Estate Companies, (ii) Companies, (iii) Traditional and Private Banking, (iv) Lower Income Retail Banking, (v) Treasury and International, (vi) Financial Services Offered Through Subsidiaries and (vii) Colombia. Below we describe our seven primary operating segments:

Commercial Banking:

 

   

Large, Corporate and Real Estate Companies includes companies that belong to major economic groups, specific industries, and companies with sales over US$60 million; this reportable segment also includes real estate companies and financial institutions.

 

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Companies includes a full range of financial products and services for companies with annual sales under US$60 million. Leasing and factoring have been included in this business segment.

Retail Banking:

 

   

Traditional and Private Banking offers, among other products, checking accounts, consumer loans, credit cards and mortgage loans to middle and upper income customers.

 

   

Lower Income Retail Banking, which corresponds to Banco Condell, offers, among other products, consumer loans, credit cards and mortgage loans to the traditionally underserved low-to-middle income segments.

Treasury and International:

 

   

Treasury and International primarily includes treasury activities such as financial management, funding and liquidity, as well as international businesses.

Financial Services Offered Through Subsidiaries:

 

   

Financial Services Offered Through Subsidiaries includes services rendered by our subsidiaries, which include insurance brokerage, financial advisory service, asset management and securities brokerage.

Colombia:

 

   

Our Colombia segment includes services rendered by CorpBanca Colombia, Helm Bank and their respective subsidiaries, primarily within the Colombian domestic market, including commercial and retail banking services.

2013 Results

The following table presents summary information related to each of our reportable segments for the year ended December 31, 2013:

 

     As of December 31, 2013  
     Commercial Banking      Retail Banking                              
     Large
Corporate and
Real Estate
Companies
     Companies      Traditional  and
Private
Banking
     Lower
Income
Retail
Banking
     Treasury and
International
     Non-
Banking
Financial
Services
     Columbia      Total  
     (in millions of Ch$)  
Net interest income      50,436         69,128         65,535         22,126         21,612         32,529         196,324         457,690   
Net services fees income      36,701         14,390         21,413         8,976         (442)         (8,033)         44,972         117,977   
Trading and investment income, net      (1,658)         -         3,294         -         48,851         8,681         42,119         101,287   
Foreign exchange gains (losses), net      14,153         5,988         389         2         (50,115)         1,778         13,899         (13,906)   
Other operating income      -         2,450         -         -         -         29,413         7,795         39,658   

Provision for loan losses

     (20,544)         (21,240)         (8,099)         (6,238)         -         903         (46,854)         (102,072)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Gross operational margin      79,088         70,716         82,532         24,866         19,906         65,271         258,255         600,634   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Other income and expenses      -         -         -         -         -         493         748         1,241   
Total operating expenses      (15,926)         (28,450)         (63,247)         (17,358)         (11,744)         (52,445)         (172,975)         (362,145)   
Income before taxes      63,162         42,266         19,285         7,508         8,162         13,319         86,028         239,730   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Average loans      3,843,701             1,787,761         2,427,743             155,801         63,969         154             3,226,817             11,505,946   
Average investments      -         -         -         -         622,551         -         295,079         917,630   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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2012 Results

The following table presents summary information related to each of our reportable segments for the year ended December 31, 2012:

 

     As of December 31, 2012  
     Commercial Banking      Retail Banking                                     
     Large
Companies
and
Corporate
     Companies      Traditional
and Private
Banking
     Lower
Income
Retail
Banking
     Treasury
and
International
     Non-
Banking
Financial
Services
     Columbia      Other      Total  
     (in millions of Ch$)  

Net interest income

     41,751         56,120         56,972         18,664         3,010         14,071         66,288         -         256,876   

Fees and income from services, net

     21,802         13,052         21,693         6,517         (237)         4,923         17,894         -         85,644   

Trading and investment income, net

     1,525         -         3,650         -         19,316         9,624         20,879         -         54,994   

Foreign exchange gains (losses), net

     13,579         5,537         679         -         9,791         (1,000)         2,110         -         30,696   

Other operating revenue

     -         2,461         726         -         -         5,388         10,133         -         18,708   

Provision for loan losses

     (2,146)         (14,567)         (6,915)         (7,724)         -         558         (20,781)         -         (51,575)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Gross operational margin

     76,511         62,603         76,805         17,457         31,880         33,564         96,523         -         395,343   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other income expenses

     7,899         31         (685)         -         -         (6,531)         (347)         -         367   

Operating expenses

     (19,276)         (28,935)         (60,511)         (18,870)         (14,513)         (47,680)         (58,653)         (5,206)         (253,644)   

Income before tax

     65,134         33,699         15,609         (1,413)         17,367         (20,647)         37,523         (5,206)         142,066   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average loans

     3,867,956         1,522,997         2,027,349         135,115         79,655         134         1,792,586         -         9,425,792   

Average investments

     -         -         -         -         837,858         -         187,386         -         1,025,244   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

2011 Results

The following table presents summary information related to each of our reportable segments for the year ended December 31, 2011:

 

     As of December 31, 2011  
     Commercial Banking      Retail Banking                              
     Large
Companies
and
Corporate
     Companies      Traditional
and Private
Banking
     Lower
Income
Retail
Banking
     Treasury
and
International
     Non-
Banking
Financial
Services
     Columbia      Total  
     (in millions of Ch$)  

Net interest revenue

     39,200         48,382         52,815         17,719         18,975         15,909         -         193,000   

Fees and income from services, net

     18,862         11,215         22,316         4,182         (408)         4,195         -         60,362   

Trading and investment income, net

     (4,893)         -         3,703         -         89,078         9,857         -         97,745   

Foreign exchange gains (losses), net

     16,668         4,961         272         -         (52,302)         3,618         -         (26,783)   

Other operating revenue

     -         3,049         -         -         -         6,458         -         9,507   

Provision for loan losses

     (12,699)         (6,625)         (14,660)         (6,756)         -         (14)         -         (40,754)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Gross operational margin

     57,138         60,982         64,446         15,145         55,343         40,023         -         293,077   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other income expenses

     3,405         429         24         -         -         (3,608)         -         250   

Operating expenses

     (16,549)         (26,432)         (50,144)         (18,194)         (11,604)         (29,783)         -         (152,706)   

Income before tax

     43,994         34,979         14,326         (3,049)         43,739         6,632         -         140,621   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Average loans

     2,798,129         1,212,146         1,616,774         124,211         82,748         138         -         5,834,146   

Average investments

     -         -         -         -         749,467         -         -         749,467   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

B.

LIQUIDITY AND CAPITAL RESOURCES

We maintain adequate liquidity to ensure our ability to honor withdrawals of deposits, make repayments of other liabilities at maturity, extend loans and meet our own working capital requirements.

Sources of Liquidity

Our liquidity depends upon our (i) capital, (ii) reserves and (iii) financial investments, including investments in government securities and other financial institutions. To cover any liquidity shortfalls and to enhance our liquidity position, we have established lines of credit with foreign and domestic banks and also have access to Central Bank of Chile and Central Bank of Colombia borrowings. As part of our liquidity policy, we maintain at all times a diversified portfolio of highly liquid assets that can be quickly monetized, including cash, financial investments and Central Bank of Chile, Central Bank of Colombia and government securities.

In October 2008, the Ministry of Finance shifted US$1 billion in deposits that it had held abroad into local banks during the liquidity crisis to boost liquidity. It also injected US$500 million of new capital into the government-owned BancoEstado and expanded the use of guarantees and funds available through CORFO, its economic development agency, to sustain lending to small and medium-size enterprises. In addition, the Central Bank of Chile began auctions of U.S. dollar deposits (for 30, 60, and 90 days) to banks to boost their liquidity, offering a

 

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revolving line of US$500 million. The steps taken to boost domestic liquidity allowed local firms to roll over their debt and interest rates began to fall over the course of 2009. In 2010, the Central Bank of Chile began unwinding some of the extraordinary steps it had introduced in early 2008 to address concerns about liquidity in the financial system, including purchasing currency swaps and executing certain types of repurchase agreements. Still, banks benefit from the standing facility for deposits and liquidity of the Central Bank of Chile.

While we continue to use all available sources of funding as we believe appropriate, we continue to emphasize the increase of deposits from retail customers. These deposits consist primarily of checking accounts that do not bear interest and accordingly represent an inexpensive source of funding for us. In addition, to the extent that these types of deposits represent a larger percentage of our funding base, the percentage represented by time deposits is expected to decrease and, accordingly, we believe that the risks to our business of uncertainties relating to rolling over deposits will be diminished. In 2008, we placed UF5,330,000 in 25 year subordinated bonds to be used to finance our normal business activities and improve our balance sheet structure. In 2009, we placed UF4,670,000 in 26 year subordinated bonds with the same purpose, taking advantage of favorable market conditions.

In addition, we believe that we have a distinct advantage with respect to managing our funding costs because our Colombian operations are not dependent on CorpBanca for their funding needs. Our Colombian operations manage their own funding costs in Colombian pesos and, as of December 31, 2013, we do not foresee a need to separately fund our Colombian operations with our capital, reserves or financial investments, including investments in government securities and other financial institutions. On July 29, 2010, we entered into a US$167.5 million senior unsecured syndicated term loan facility with BNP Paribas, as Administrative Agent, and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Commerzbank Aktiengesellschaft, Standard Chartered Bank and Wells Fargo Securities, LLC, as lead arrangers and book-runners. The proceeds of the loan were used mainly to fund our lending activities and for general corporate purposes. On July 24, 2012, we entered into a US$199.4 million two-year senior unsecured term syndicated loan facility with Standard Chartered Bank, HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as mandated lead arrangers and book-runners.

On August 1, 2010, we implemented a local bond program for a maximum amount of UF150 million at any time outstanding. Under the local bond program, we are able to issue two types of bonds: (i) senior bonds, up to an aggregate amount of UF100 million, which can be divided into 28 series of senior bonds (from AB to AZ and from BA to BC), with a maturity ranging from 3 to 30 years and an interest rate of 3%, and (ii) subordinated bonds, up to an aggregate amount of UF50 million, which can be divided into 16 series (from BD to BS), with a maturity ranging from 20 to 35 years and an interest rate of 4%. For all the series of bonds that could be issued under the local bond program, the amortization of capital will be made in full at maturity. The principal owed in connection with outstanding senior and subordinated bonds is due at maturity and interest relating thereto is due bi-annually. The objective of the local bond program is to structure the future issuances of debt of CorpBanca in a way that provides for diverse alternatives of placements in order to manage efficiently its outstanding indebtedness. Under the local bond program, in 2010, we issued bonds in the Chilean market in the amount of UF18.8 million (Ch$403,364). In addition, on October 29, 2012 and October 31, 2012, we issued subordinated bonds in the local Chilean market in the aggregate amount of UF6.6 million (Ch$149,779 million). As of December 31, 2013, we had outstanding senior bonds in the aggregate amount of UF65.29 million (Ch$1,521,952 million) and outstanding subordinated bonds in the aggregate amount of UF33.21 million (Ch$774,116 million). See Note 19 to our audited consolidated financial statements included herein.

As of December 31, 2013, we maintained a reserve in liquid assets (mainly consisting of securities issued by the Central Bank of Chile and Treasury Bonds of Colombia’s Government) of Ch$1,302,809 million. In addition, as of December 31, 2013, we maintained sufficient levels of cash and deposits in banks in the amount of Ch$911,088 million to satisfy our wholesale short-term obligations in the amount of Ch$1,257,458 million.

On January 16, 2013, CorpBanca issued US$800 million aggregate principal amount of 3.125% Senior Notes. The net proceeds of this offering were used for general corporate purposes, primarily to fund lending activities.

We continue to actively manage our liquidity through several committees that meet on a daily and weekly basis, as applicable. Our financial risk department also coordinates with management to forecast and manage complex liquidity scenarios.

 

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Capital

As of December 31, 2013, our shareholder’s equity was in excess of that required by Chilean regulatory requirements. According to the Chilean General Banking Law, a bank must have an effective net equity of at least 8% of its risk-weighted assets, net of required reserves, and paid-in capital and reserves (basic capital) of at least 3% of its total assets, net of required reserves. For these purposes, the effective net equity of a bank is the sum of (i) a bank’s basic capital, (ii) subordinated bonds issued by a bank valued at their placement price up to 50% of its net capital base; provided that the value of the bonds shall decrease 20% for each year that lapses during the period commencing six years prior to their maturity and (iii) loan loss allowances in an amount up to 1.25% of a bank’s risk-weighted assets (if the bank has goodwill, this value would be required to be deducted from the calculation of the effective net equity). The calculation of the effective net equity does not include the capital contributions made to subsidiaries of a bank and is made on a consolidated basis rather than on an unconsolidated basis. For purposes of weighing the risk of a bank’s assets, the Chilean General Banking Law considers the following five different categories of assets based on the nature of the issuer, availability of funds, nature of the assets and existence of collateral securing such assets:

 

Category

 

Weighting

1

  0%

2

  10%

3

  20%

4

  60%

5

  100%

Basic capital is defined as a bank’s paid-in capital and reserves and is similar to Tier 1 capital, except that it generally does not include net income for the period. However, beginning in 2008, the SBIF allowed banks to include net income for the period as basic capital, net of a 30% deduction for minimum dividends accrued.

Reserves

Under the Chilean General Banking Law, a bank must have a minimum paid-in capital and reserves of UF800,000 (Ch$18,647.6 million or US$35.6 million as of December 31, 2013). However, a bank may begin its operations with 50% of such amount, provided that it has a total capital ratio (defined as effective net equity as a percentage of risk weighted assets) of not less than 12%. When such bank’s paid-in capital reaches UF600,000 (Ch$13,985.7 million or US$26.7 million as of December 31, 2013) the total capital ratio required is reduced to 10%.

The following table sets forth our minimum capital requirements of the dates indicated. See Note 35 to our consolidated financial statements included herein for a description of the minimum capital requirements.

 

     As of December 31,  
     2012      2013  
     (in millions of constant Ch$ except percentages)  

Net capital base

     941.945         1,411,341   

3% total assets net of provisions

     (446,373)         (567,929)   
  

 

 

    

 

 

 

Excess over minimum required equity

     495,572         843,413   
  

 

 

    

 

 

 

Net capital base as a percentage of the total assets, net of provisions

     6.33%         7.30%   

Effective net equity

     1,270,202         1,991,289   

8% of the risk-weighted assets

     (919,553)         (1,204,683)   
  

 

 

    

 

 

 

Excess over minimum required equity

     350,649         786,606   
  

 

 

    

 

 

 

Effective net equity as a percentage of the risk weighted assets

     11.05%         13.22%   

 

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Financial Investments

The following tables set forth our investment in Chilean government and corporate securities and certain other financial investments as of December 31, 2011, 2012 and 2013. Financial investments are classified at the time of the purchase, based on management’s intentions, as either trading or investment instruments, the latter of which are categorized as available-for-sale or held to maturity.

 

     As of December 31,  
     2011      2012      2013  
     (in millions of Ch$)  

Held-for-trading:

        

Chilean Central Bank and Government securities:

        

Chilean Central Bank bonds

     9,541         2,543         746   

Chilean Central Bank notes

     5,613                   

Other Chilean Central Bank and Government securities

                     9,106   

Other National institution securities:

        

Bonds

     2,012         2,102           

Notes

     125,319         28,218         18,582   

Other securities

     11,102         276         133   

Foreign institution securities:

        

Bonds

     840         101,114         326,141   

Notes

                       

Other securities

     968         3,409         64,443   

Mutual funds investments

        

Funds managed by related organizations

     3,420         6,336         12,495   

Funds managed by third parties

     7,224         15,900         37   
  

 

 

    

 

 

    

 

 

 

Total

             166,039                 159,898                 431,683   
  

 

 

    

 

 

    

 

 

 

 

     As of December 31,  
     2011      2012      2013  
     (in millions of Ch$)  
Available-for-sale         

Chilean Central Bank and Government securities

        

Chilean Central Bank securities

     307,122         329,066         334,718   

Chilean Treasury bonds

     4,336         69,706         847   

Other Government securities

     57,480         46,203         21,769   

Other financial instruments

        

Promissory notes related to deposits in local banks

     380,284         338,747         78,712   

Chilean mortgage finance bonds

     1,056         349         313   

Chilean financial institutions bonds

     41,702         66,231         17,985   

Other local investments

     44,109         41,019         136,623   

Financial instruments issued abroad

        

Foreign governments and central bank instruments

             206,296         212,280   

Other foreign investments

     7,161         14,818         85,840   

Impairment provision

                       

Unquoted securities in active markets

        

Chilean corporate bonds

                       

Other investments

                       

Impairment provisions

                       
  

 

 

    

 

 

    

 

 

 

Total

             843,250                 1,112,435                 889,087   
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents
     As of December 31,  
     2011      2012      2013  
     (in millions of Ch$)  

Held to maturity

  

Chilean Central Bank and Government securities

        

Chilean Central Bank securities

                       

Chilean Treasury bonds

                       

Other Government securities

                       

Other financial instruments

        

Promissory notes related to deposits in local banks

                       

Chilean mortgage finance bonds

        

Chilean financial institutions bonds

                       

Other local investments

     11,580         10,099         8,632   

Financial instruments issued abroad

        

Foreign governments and central bank instruments

             74,259         93,750   

Other foreign investment

     10,382         20,619         135,140   

Impairment provisions

                       

Unquoted securities in active markets

        

Chilean corporate bonds

                       

Other investments

                       

Impairment provision

                       
  

 

 

    

 

 

    

 

 

 

Total

             21,962                 104,977                 237,522   
  

 

 

    

 

 

    

 

 

 

We do not hold securities of any issuer other than the Central Bank of Chile and the Colombian Ministry of Finance, the aggregate book value of which the investment exceeds 10% of our shareholders’ equity as of the end of the latest reported period.

The following table shows interest rates per annum applicable to certain Central Bank of Chile bonds as of the dates indicated:

 

As of the end of:

 

Peso-

Denominated

Five-year bond

 

Peso-

Denominated

Ten-year bond

 

UF-

Denominated

Five-year bond

 

UF-

Denominated

Ten-year bond

2011                

January

       

February

  6.53   6.80   2.59   3.17

March

  6.38   6.50   2.42   2.88

April

  6.26   6.30   2.53  

May

  6.10   6.22   2.57   2.85

June

  6.12   6.21   2.59   2.87

July

  5.96   6.06   2.68   2.88

August

  5.42   5.45   2.52   2.56

September

  4.91   5.05   1.98   2.26

October

  4.68   5.00   1.89   2.28

November

  5.10   5.41   2.50   2.77

December

  4.93   5.20   2.41   2.64

2012

               

January

  4.80      

February

  5.35      

March

  5.45   5.87   2.43   2.58

April

  5.56   5.67   2.43   2.53

May

  5.47   5.48   2.35   2.45

June

  5.09   5.37   2.37   2.47

July

  5.06   5.18   2.43   2.46

August

  5.23   5.22   2.27   2.40

September

  5.21   5.27   2.29   2.30

October

  5.28   5.32   2.28   2.32

November

  5.36     2.44  

December

       

2013

               

January

       

February

       

March

  5.12   5.51   2.50   2.55

April

  5.12   5.24   2.45   2.43

May

  5.08   5.11   2.36   2.36

June

  5.15   5.22   2.18  

July

  5.12   5.22   2.18   2.24

August

  5.03   5.19   2.15   2.23

September

  5.07     2.12  

October

       

November

       

December

       

 

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Our total financial instruments as a percentage of total assets decreased to 8.9% as of December 31, 2013 due to a 29.3% increase in total assets as a consequence of the Helm Bank Acquisition.

We have implemented some changes aiming to improve our ability to manage our exposure to market and liquidity risks following the guidelines proposed by Basel II and III. A description of the currently applicable limits, as well as information relating to other tools that we employ to manage financial risk, is included herein under “Item 11. Quantitative and Qualitative Disclosures about Financial Risk.”

The following table sets forth an analysis of our investments, by time remaining to maturity and the weighted average nominal rates of such investments, as of December 31, 2013:

 

     In one
year or
less
     Weighted
average
Nominal
Rate
     After
one
year
through
five

years
     Weighted
average
Nominal
Rate
     After
five
years
through
ten

years
     Weighted
average
Nominal
Rate
     After
ten
years
     Weighted
average
Nominal
Rate
     Total  
Held-for-trading    Ch$      %      Ch$      %      Ch$      %      Ch$      %      Ch$  
     (in millions of Ch$, except for percentages)  

Central Bank and government securities:

                          

Chilean Central Bank securities

                     746         4.0                                         746   

Chilean Central Bank notes

                                                                       

Others government securities

                     9,106         3.3                                         9,106   

Other national institution securities:

                          

Bonds

                                                                       

Notes

     18,582         0.5                                                         18,582   

Other securities

                     41         4.6                         92         4.2         133   

Foreign institution securities:

                          

Bonds

     215,282         4.2         109,091         5.5         66         4.1         1,701                 326,141   

Notes

                                                                       

Other securities

     19,796         3.7         44,419         7.3         169         3.2         60         3.1         64,443   

Mutual fund investments:

                          

Funds managed by related organizations

     12,495                                                                 12,495   

Funds managed by third parties

     37                                                                 37   

Total held-for-trading

     266,191         3.7         163,403         5.8         235         3.4         1,853         0.3         431,683   

 

     In one
year or less
     Weighted
average
Nominal
Rate
     After
one year
through
five years
     Weighted
average
Nominal
Rate
     After five
years
through
ten years
     Weighted
average
Nominal
Rate
     After ten
years
     Weighted
average
Nominal
Rate
     Total  
Available-for-sale    Ch$      %      Ch$      %      Ch$      %      Ch$      %      Ch$  
     (in millions of Ch$, except for percentages)  

Chilean Central Bank and government securities:

                          

Chilean Central Bank securities

     102,189         1.3         232,529         4.6                                         334,718   

Chilean treasury bonds

                     847         4.7                                         847   

Other government securities

     15,765         3.9         6,094         3.5                                         21,769   

Others financial instruments:

                          

Promissory notes related to deposits in local banks

     78,402         2.2         310         2.5                                         78,712   

Chilean mortgage finance bonds

     2         3.3         132         3.5         2         3.6         178         3.9         313   

Chilean financial institutions bonds

                     17,031         3.3         954         3.4                         17,985   

Other local investments

                     15,281         5.1         90,845         5.5         30,497         4.0         136,623   

Financial instruments issued abroad:

                          

Foreign government and Central Bank instruments

     78,339         4.5         50,107         6.7         19,441         5.8         64,393         10.5         212,280   

Other foreign investments

     9,808         10.4         5,272         12.5         34,271         12.1         36,489         9.2         85,840   

Impairment provision

                                                                       

Unquoted securities in active markets

                          

Chilean corporate bonds

                                                                       

Other foreign investments

                                                                       

Impairment provision

                                                                       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     284,415         2.9         327,603         4.9         145,513         7.1         131,556         8.6         889,087   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents
     In one
year or less
     Weighted
average
Nominal
Rate
     After
one year
through
five years
     Weighted
average
Nominal
Rate
     After
five
years
through
ten years
     Weighted
average
Nominal
Rate
     After
ten
years
     Weighted
average
Nominal
Rate
     Total  
Held to maturity    Ch$      %      Ch$      %      Ch$      %      Ch$      %      Ch$  
     (in millions of Ch$, except for percentages)  

Chilean Central Bank and government securities:

                          

Chilean Central Bank securities

                                                                       

Chilean treasury bonds

                                                                       

Other government securities

                                                                       

Other financial instruments:

                                                                       

Promissory notes related to deposits in local banks

                                                                       

Chilean mortgage finance bonds

                                                                       

Chilean financial institutions bonds

                          

Other local investments

                     8,632         3.4                                         8,632   

Financial instruments issued abroad:

                          

Foreign government and Central Bank instruments

     52,853         1.3         5,803                                 35,093         8.4         93,750   

Other foreign investments

     112,668         2.5         21,368         3.2         1,104         0.04                         135,140   

Impairment provision

                                                                       

Unquoted securities in active markets

                          

Chilean corporate bonds

                                                                       

Other foreign investments

                                                                       

Impairment provision

                                                                       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     165,521         2.1         35,803         2.7         1,104         0.0         35,093         8.4         237,522   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Unused Sources of Liquidity

As part of our liquidity policy, we maintain at all times a diversified portfolio of highly liquid assets that can be quickly monetized, including cash, financial investments and Central Bank of Chile and other government securities.

Working Capital

The majority of our funding is derived from deposits and other borrowings from the public. In the opinion of management, our working capital is sufficient for our present needs.

Liquidity Management

We seek to ensure that, even under adverse conditions, we have access to the funds necessary to cover client needs, maturing liabilities and capital requirements. Liquidity risk arises in the general funding for our financing, trading and investment activities. It includes the risk of unexpected increases in the cost of funding the portfolio of assets at appropriate maturities and rates, the risk of being unable to liquidate a position in a timely manner at a reasonable price and the risk that we will be required to repay liabilities earlier than anticipated. See “Item 11. Quantitative and Qualitative Disclosures about Financial Risk” for more detailed information relating to the methods we employ in managing our liquidity.

Cash Flow

The tables below set forth information about our main sources and uses of cash. Our subsidiaries do not provide a significant percentage of our consolidated cash flow. No legal or economic restrictions exist on the ability of our Chilean subsidiaries to transfer funds to us in the form of loans or cash dividends as long as these subsidiaries abide by the regulations in the Chilean Corporations Law regarding loans to related parties, and dividend payments. In addition, no legal or economic restrictions exist on the ability of our Colombian subsidiaries to transfer funds to us in the form of cash dividends. However, in the case of CorpBanca Colombia, for the following four to five years there is a possibility that shareholders may vote to capitalize such dividends in order to meet new capital adequacy requirements following Basel standards, as they did in respect of 2013 dividends and upcoming 2014 dividends. CorpBanca Colombia and Helm Bank may also transfer funds to CorpBanca in the form of loans, as long as they abide by the regulations in the Colombian financial law regarding loans to related parties. Colombian subsidiaries (other than CorpBanca Colombia and Helm Bank) may not transfer funds to us in the form of loans, due to their limited corporate purpose.

Net Cash (used in) Provided by Operating Activities

 

     For the Year Ended December 31,
             2011                   2012                   2013        
     (in millions of constant Ch$)

Net cash (used in) provided by operating activities

   (182,813)   275,067   222,642

Our net cash provided by operating activities for the year ended December 31, 2013 decreased by 19.1% from Ch$275,067 million in 2012 to Ch$222,642 million in 2013. This decrease in net cash provided by operating activities was mainly due to a decrease in time deposits and other term deposits.

Net Cash Used in Investing Activities

 

     For the Year Ended December 31,
             2011                   2012                   2013        
     (in millions of constant Ch$)

Net cash used in investing activities

   (10,429)   (489,788)   (277,704)

Our net cash used in investing activities decreased from Ch$489,788 million for the year ended December 31, 2012 to Ch$277,704 million for the year ended December 31, 2013. This 43.3% decrease in net cash used in investing activities was mainly due to the acquisition of property, plan and equipment and the consummation of the Helm Acquisition.

 

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Table of Contents

Net Cash Provided by Financing Activities

 

     For the Year Ended December 31,
             2011                    2012                    2013        
     (in millions of constant Ch$)

Net cash provided by financing activities

   333,862    413,400    649,518

Our net cash provided by financing activities increased from Ch$413,400 million for the year ended December 31, 2012 to Ch$649,518 million for the year ended December 31, 2013. This 57.1% increase in net cash provided by financing activities was mainly due to the issuance of senior notes and capital injection.

Deposits and Other Borrowings

The following table sets forth our average month-end balance of our liabilities for the years ended December 31, 2011, 2012 and 2013, in each case together with the related average nominal interest rates paid thereon.

 

     As of December 31,  
     2011      2012      2013  
     Average
Balance
     Interest
Paid
     Average
Normal
Rate
     Average
Balance
     Interest
Paid
     Average
Normal
Rate
     Average
Balance
     Interest
Paid
     Average
Normal
Rate
 
     (in millions of Ch$ except for percentages)  

Time deposits

     3,999,608         204,618         5.1%         6,639,517         359,641         5.4%         7,055,890         361,643         5.1   

Central Bank borrowings

                             39                 0.0%                           

Repurchase agreements

     163,649         8,462         5.2%         344,293         15,751         4.6%         269,419         14,736         5.5   

Mortgage finance bonds

     198,485         15,968         8.0%         161,583         10,999         6.8%         130,991         8,323         6.4   

Bonds

     1,207,422         92,614         7.7%         1,590,962         97,556         6.1%         2,199,545         119,888         5.5   

Other interest bearing-liabilities

     1,039,265         13,960         1.3%         2,085,162         22,169         1.1%         2,283,273         44,826         2.0   

Subtotal interest-bearing liabilities

     6,608,429           335,622             5.1%         10,821,55           506,116             4.7%           11,939,118         549,416         4.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Non-interest bearing liabilities:

                          

Non-interest bearing deposits

     384,818               516,934               1,471,475         

Derivates

     162,374               204,949               230,679         

Other non-interest bearing liabilities

     228,155               261,671               380,933         

Shareholders’ equity

     598,474               911,442               1,376,012         

Subtotal non-interest bearing liabilities

     1,373,821               1,894,996               3,459,098         
  

 

 

          

 

 

          

 

 

       

Total

     7,982,250         335,622            12,716,552         506,116            15,398,216         549,416      
  

 

 

    

 

 

       

 

 

    

 

 

       

 

 

    

 

 

    

Our current funding strategy is to continue to utilize all sources of funding in accordance with their cost, their availability and our general asset and liability management strategy. Our most important source of funding is our time deposits. Time deposits represented 59.1% of our average interest bearing liabilities for the year ended December 31, 2013. We continue to place special emphasis on increasing deposits from retail customers, which consist primarily of checking accounts that do not bear interest and accordingly represent an inexpensive source of funding for us. Our total checking accounts increased by 210% as of December 31, 2013 compared to December 31, 2012. To the extent that these types of deposits represent a larger percentage of our funding base, the percentage represented by time deposits is expected to decrease and, accordingly, we believe that the materiality to our business of uncertainties relating to rolling over deposits will be diminished. We also intend to continue to broaden our customer deposit base, to emphasize core deposit funding and to fund our mortgage loans with the matched funding available through the issuance of letters of credit loans in Chile’s domestic capital markets. Management believes that broadening our deposit base by increasing the number of account holders has created a more stable funding source.

 

C.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

We do not currently conduct any significant research and development activities.

 

D.

TREND INFORMATION

Our net interest income for the year ended December 31, 2013 increased by Ch$457,690 million, or 78.2%, when compared to the year ended December 31, 2012. Generally, our net interest income is positively affected by an inflationary environment to the extent that our average UF-denominated assets exceed our average UF-denominated liabilities, while our net interest income is negatively affected by inflation in any period in which our average UF-denominated liabilities exceed our average UF-denominated assets. Currently, we have more UF-denominated assets than liabilities.

 

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Table of Contents

Our operating incomes depend significantly on our net interest income. For the years ended December 31, 2011, 2012 and 2013, net interest income over total operating incomes represented 57.8%, 57.5% and 65.1%, respectively. Changes in market interest rates may affect the interest rates earned on our interest-earning assets and the interest rates paid on our interest bearing liabilities, which may result in a further reduction in our net interest income.

Consolidation in the market, which can result in the creation of larger and stronger competitors, may adversely affect our financial condition and results of operations by decreasing the net interest margins we are able to generate and increasing our costs of operation. In addition, we expect to continue to face competition from non-banking financial entities such as department stores, leasing, factoring and automobile finance companies, mutual funds, pension funds and insurance companies.

The following are the most important trends, uncertainties and events that are reasonably likely to affect us or that would cause the financial information disclosed herein not to be indicative of our future operating results or financial condition:

 

   

uncertainties relating to economic growth expectations and interest rate cycles, especially in the United States, where the high current account deficit of the U.S. economy may translate into an upward adjustment of risk premium and higher global interest rates;

 

   

the upturn in the Chilean and/or Colombian economies could be weaker than expected. Higher than expected unemployment rates and lower economic growth could increase provision expenses and decrease our rate of loan growth in the future; and

 

   

uncertainties relating to the passing and/or implementation of the Tax Reform do not allow us to predict its effects. If enacted, these effects are unclear and cannot be calculated at this time; however, there could be an adverse impact on our results of operations.

Also see “Item 5. Operating and Financial Review and Prospects—A. Operating Results”.

 

E.

OFF-BALANCE SHEET ARRANGEMENTS

We are party to transactions with off-balance-sheet risk in the normal course of our business. These transactions expose us to credit risk in addition to amounts recognized in the consolidated financial statements and include commitments to extend credit. These commitments include such items as guarantees, open and unused letters of credit, overdrafts and credit card lines of credit.

Such commitments are agreements to lend to a customer at a future date, subject to the customer’s compliance with contractual terms. Since a substantial portion of these commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent our actual future cash requirements. The amounts of these commitments is Ch$4,568,248 million as of December 31, 2013.

Contingent loans consist of guarantees granted by us in Ch$, UF and foreign currencies (principally US$), as well as open and unused letters of credit. The total amount of contingent loans held off balance sheet as of December 31, 2011, 2012 and 2013 was Ch$1,791,586 million, Ch$2,396,064 million and Ch$2,751,929 million, respectively. Contingent loans are considered in the calculation of risk weighted assets and capital requirements as well as for credit risk reserve requirements (see Note 22 to our consolidated financial statements included herein).

We use the same credit policies in making commitments to extend credit as we do for granting loans. In the opinion of our management, our outstanding off-balance sheet commitments do not represent an unusual credit risk.

Traditional financial instruments which meet the definition of a “derivative”, such as forwards in foreign currency, UF, interest rate futures currency and interest rate swaps, currency and interest rate options and others, are initially recognized on the balance sheet at their fair value. Fair value is obtained from market quotes, discounted cash flow models and option valuation models, as applicable. For further details of fair value, see Note 8 of our consolidated financial statements included herein.

 

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In terms of outstanding exposure to credit risk, the true measure of risk from derivative transactions is the marked-to-market value of the contracts at a point in time (i.e., the cost to replace the contract at the current market rates should the counterparty default prior to the settlement). For most derivative transactions, the notional principal amount does not change hands; it is simply an amount that is used as a reference upon which to calculate payments.

 

F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

In addition to the scheduled maturities of our contractual obligations which are included under “—Liquidity and Capital Resources—Sources of Liquidity” above, as of December 31, 2013, we also had other commercial commitments which mainly consist of open and unused letters of credit, together with guarantees granted by us in Ch$, UF and foreign currencies (principally U.S. dollars). We expect most of these commitments to expire unused.

The following table includes both the accrued interest and the interest expense projected over time of each contractual obligation as of December 31, 2013. For variable rate debt and interest rate swaps and other derivatives, where applicable, the interest rates upon which we based our contractual obligations going forward are based on the applicable forward curves. For any cross-currency swaps or other derivatives as applicable, the foreign currency exchange rate used was spot.

 

            Contractual Obligations (*)            

  Less than 1
year
    1-3 years     3-5 years     More than 5
years
    Total  
    (in millions of Ch$)  

Time deposits and saving accounts

    6,932,920        526,399        59,913        46,218        7,565,450   

Deposits and other demand liabilities

    1,900,369        1,551,725        -        -        3,452,094   

Bank obligations

    1,178,894        45,557        33,938        50,176        1,308,565   

Investments under repurchase agreements

    342,599        -        -        -        342,599   

Issued debt instruments

    165,862        649,957        854,058        1,556,622        3,226,499   

Other financial liabilities

    9,490        677        1,120        5,520        16,807   
Financial derivative contracts (all speculative and hedging instruments)     (14,506,803)        (19,567)        (29,460)        (34,527)        (14,590,358)   

Total contractual obligations

    (3,976,668)        2,754,748        919,568        1,624,009        1,321,656   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

 

(*)

The variable rates projections are obtained from the FRA rates of the respective projection curves. The parities used to convert the amounts to Chilean pesos correspond to the accounting parities used in the referred date.

ITEM 6.            DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A.

DIRECTORS AND SENIOR MANAGEMENT

We are managed by our CEO (Gerente General) under the direction of our Board of Directors, which, in accordance with the Company’s By-laws, consists of nine directors and two alternates who are elected at our annual shareholders’ meetings. Members of the Board of Directors are elected for three-year terms. Most of our current members of the Board of Directors were elected on March 7, 2013. Cumulative voting is permitted for the election of directors. The Board of Directors may appoint replacements to fill any vacancies that occur during periods between elections. Our principal executive officers are appointed by the Board of Directors and the CEO of CorpBanca and hold their offices at the discretion of the Board of Directors and the CEO. Scheduled meetings of the Board of Directors are held monthly. Extraordinary meetings can be held when called in one of three ways: by the Chairman of the Board of Directors, by one or more directors with the prior approval of the Chairman of the Board of Directors, or by five directors. None of the members of our Board of Directors has a contract or agreement which entitles any director to any benefits upon termination of employment with CorpBanca.

 

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Our current directors are as follows:

 

Directors

  

Position

               Age             

Jorge Andrés Saieh Guzmán

   Chairman and Director    43

Fernando Aguad Dagach

   First Vice Chairman and Director    54

Jorge Selume Zaror

   Second Chairman and Director    62

Rafael Guilisati Gana

   Director    60

Julio Barriga Silva

   Director    76

Francisco Mobarec Asfura

   Director    63

Gustavo Arriagada Morales

   Director    60

José Luis Mardones Santander

   Director    63

Hugo Verdegaal

   Director    64

María Catalina Saieh Guzmán

   Alternate Director    31

Ana Beatriz Holuigue Barros

   Alternate Director    58

Jorge Andrés Saieh Guzmán became a Director on August 25, 1998. On February 2, 2012, Mr. Saieh Guzmán became the Chairman of our Board of Directors. Mr. Saieh Guzmán also serves as the Chairman of the board of directors for Consorcio Periodístico de Chile S.A., and Vice Chairman of both CorpGroup and the Chilean National Press Association. In addition, Mr. Saieh Guzmán is a member of the board of Corp Group Inmobiliaria S.A and the Vidadeporte foundation. Mr. Saieh Guzmán has also served as the Vice Chairman of the board of AFP Protección, as a member of the board of AFP Provida and as a member of the board of our former affiliate, CorpBanca Venezuela. Mr. Saieh Guzmán also serves similar positions on a variety of different boards. Mr. Saieh Guzmán received a B.A. in Business and Administration and graduated from the Universidad Gabriela Mistral. Mr. Saieh Guzmán holds a Masters in Economics and a Masters in Business and Administration from the University of Chicago. Alvaro Saieh Bendeck is the father of Mr. Saieh Guzmán.

Fernando Aguad Dagach became a Director on June 18, 1996. On February 2, 2012, Mr. Aguad became our First Vice Chairman. Mr. Aguad has previously held similar positions in a variety of institutions including Interbank Perú, Banco Osorno y La Unión and Canal de Televisión La Red. Mr. Aguad is an investor in financial institutions.

Jorge Selume Zaror became a Director on May 23, 2001. On February 2, 2012, Mr. Selume became our Second Vice Chairman. Mr. Selume also serves as director of the board, among others, for Vidacorp S.A., Indisa Clinic, and the Universidad Las Americas. Prior to this, Mr. Selume was a director on the board of directors of Banco Osorno y La Unión, a director of the government budget office of Chile, Chairman of our former affiliate CorpBanca Venezuela and the CEO of CorpBanca between 1996 and 2001. Mr. Selume received a B.A. in Business and Administration and graduated from the Universidad de Chile. Mr. Selume holds a Masters in Economics from the University of Chicago.

Rafael Guilisati Gana became Director on February 2, 2012. Mr. Guilisati has served as vice-chairman of the board of directors and a member of the audit committee of Viña Concha y Toro since September 1998. He also serves on the board of directors of Viñedos Emiliana S.A., Frutícola Viconto and Viña Almaviva, among others. Mr. Guilisati previously served as President of the Asociación de Viñas de Chile from 1986 to 2003 as well as Vice President of the Sociedad de Fomento Fabril (2005-2011) and President of the Confederación de la Producción y del Comercio (2008-2010). He received a B.A. in History from Universidad Católica de Chile.

Julio Barriga Silva became a Director on April 30, 2014. Mr. Barriga previously served on the board of directors of CorpBanca between 1997 and 2012. Mr. Barriga has also served as the Chairman of the Board of Banco Santiago and the Chief Executive Officer of Banco del Estado de Chile. Mr. Barriga is an agricultural engineer and an agricultural economist from the Universidad de Chile.

Francisco Mobarec Asfura became a Director on February 2, 2012. Previously, Mr. Mobarec served as a manager in the area of corporate risk at BancoEstado (2003-2006) and Banco Santiago (1999-2002), among others.

 

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Mr. Mobarec has previously served as a member of the audit committee of Central Bank of Chile (2007-2012) and a member of the board of directors of Factoring Penta S.A. (2008-2010), Empresa de Correos de Chile (2003-2006) and Banco Estado S.A. Administradora General de Fondos (2003-2006), among others. He received a B.A. in Business and Administration and an Accounting Auditor degree from the Universidad de Chile.

Gustavo Arriagada Morales became a Director on September 28, 2010. Mr. Arriagada previously served as the Superintendent of Banks and Financial Institutions. He received a B.A. in Business and Administration and an Economics degree from the Universidad de Chile.

José Luis Mardones Santander became a Director on March 12, 2013. Mr. Mardones currently serves as partner and director of Mardones y Marshall Consultores, independent director of CorpBanca and Metro de Valparaíso (Merval), and as director of Corporación CESCO (Centro de Estudios del Cobre y la Minería). Mr. Mardones previously served as chairman of the board of directors of BancoEstado, chairman of Empresa Portuaria Valparaíso, director of Empresa Portuaria San Vicente, Instituto de Estudios Bancarios and of certain affiliates of Enami and Colbún. He received a civil engineering degree from the Universidad de Chile as well as a Masters in Law and Diplomacy and an International Studies Ph.D from Tufts University, The Fletcher School of Law and Diplomacy.

Hugo Verdegaal became a Director on March 12, 2013. Mr. Verdegaal has more than 30 years experience as a business manager and senior client banker in the Latin America markets. Mr. Verdegaal has served as Citigroup’s and Citicorp’s Latin America managing director in the investment banking and corporate finance divisions in New York, as well as vice president of Citibank in Sao Paulo, Brazil. He received an M.A./B.A. in Economics degree from the Erasmus University (formerly Netherlands School of Economics), as well as an M.B.A. from the University of Michigan, Ann Arbor.

María Catalina Saieh Guzmán became an Alternate Director on February 2, 2012. Ms. Saieh previously served as Cultural Associated and Opinion Associated Editor at La Tercera Newspaper. She has been a Member of the Board of CorpVida Insurance Company since 2009 and became its Chairman in 2011. Ms. Saieh was also Vice-Chairman of the Board of Consorcio Periodístico de Chile S.A. (COPESA) during 2007. In 2010, she became Chairman of the Board of Fundación Descúbreme and Chairman of the Board Fundación Educacional Colegio El Golf. Ms. Saieh is a Member of the Board of Fundación CorpArtes. Ms. Saieh holds a B.A. in English and a M.A. in Literature from Pontificia Universidad Católica de Chile. She also holds a M.B.A. from the University of Chicago, Booth School of Business.

Ana Beatriz Holuigue Barros became an Alternate Director on August 30, 2011. Previously, Ms. Holuigue was a professor at the Universidad Católica de Chile and served various roles at COPEC. She currently serves on the board of directors of Grupo de Radios Dial, Copesa and Supermercados de Chile S.A., among others. She received a B.A. in Business and Administration from the Universidad Católica de Chile.

Our Executive Officers as of December 31, 2013 are as follows:

 

Executive Officer

  

Position

  

  Age  

Fernando Massú Tare

  

Chief Executive Officer

  

56

Eugenio Gigogne Miqueles

  

Chief Financial Officer

  

49

José Francisco Sánchez Figueroa

  

Director – Wholesale banking

  

59

Cristián Canales Palacios

  

Director – Legal Services & Control

  

49

Richard Kouyoumdjian Inglis

  

Director – Shared Services

  

48

Armando Ariño Joiro

  

Director – Strategic Projects

  

48

Jorge Hechenleitner Adams

  

Division Head – Wealth Management

  

56

Gerardo Schlotfeldt Leighton

  

Division Head – Banco Condell

  

53

Oscar Cerda Urrutia

  

Division Head – Companies & SME & Retail Banking

  

57

Pedro Silva Yrarrázaval

  

Division Head – International and Finance

  

53

María Gabriela Salvador Broussaingaray

  

Division Head – Products & Distribution Channels

  

44

Jorge Garrao Fortes

  

Division Head – Retail Credit Risk

  

41

José Brito Figari

  

Division Head – Commercial Credit Risk

  

52

Patricia Retamal Bustos

  

Division Head – Synergies

  

41

Pablo Jeréz Hanckes

  

Manager – Planning & Development

  

32

Rodrigo Oyarzo Brncic

  

Division Head – Corporate & Large Companies

  

42

Ricardo Torres Borge

  

Division Head – Real Estate

  

48

Rodrigo Arroyo Pardo

  

Division Head – Treasury

  

42

Gerardo Reinike Herman

  

Division Head – Financial Products

  

43

Andrés García Lagos

  

Division Head – Assets Management

  

36

Pablo de la Cerda Merino

  

Division Head – Legal Services

  

55

Marcela Leonor Jiménez Pardo

  

Division Head – Human Resources

  

38

Américo Becerra Morales

  

Division Head – Operations

  

52

María Eugenia de la Fuente Núñez

  

Division Head – Quality, Transparency & Customer Service

  

49

Cristián Guerra Bahamondes

  

Division Head – IT

  

37

José Manuel Mena Valencia

  

Comptroller Division Head*

  

58

Felipe Cuadra Campos

  

Compliance Division Head*

  

39

Fernando Burgos Concha

  

General Manager – New York Branch

  

60

Jaime Munita Valdivieso

  

Chief Executive Officer – Banco CorpBanca Colombia

  

44

 

 

*

Each of José Manuel Mena Valencia and Felipe Cuadra Campos reports to the Audit Committee and coordinates with senior management through the Director of Legal Services & Control.

 

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Fernando Massú Tare became the CEO in February 2012. Mr. Massú previously served as a Director and Second Vice Chairman of our Board of Directors from October 15, 2009 until January 24, 2012. Prior to this, Mr. Massú served as Group Corporate Director of CorpGroup (2008). Previously, he held the position of Global Wholesale Banking Director at Banco Santander-Chile from 1995-2007. Between 1992 and 1995, Mr. Massú had management positions within the Santander Group in Portugal and Canada. From 1982 to 1992, Mr. Massú worked as General Manager Citicorp Chile Agencia de Valores. Mr. Massú received a B.A. in Business and Administration from Universidad Adolfo Ibañez and attended a Professional Management Course at Harvard University.

Eugenio Gigogne Miqueles became CFO of CorpBanca in April 2010. Previously, he had served as head of the market risk department. Before joinin at CorpBanca in 2009, Mr. Gigogne was the CFO at Scotiabank — Chile for eight years. Mr. Gigogne received a B.A. in Business and Economics from the Universidad de Chile and a M.B.A. from Tulane University, USA.

José Francisco Sánchez Figueroa became Director of Wholesale Banking in March 2012. Previously, he served as the Division Manager of CorpBanca since October 2009. Mr. Sánchez served as Deputy Head Large Companies and Corporate at CorpBanca, as well as other postings within the area (1996-2009). Mr. Sánchez received a B.A. in Business and Economics from the Universidad Católica de Chile.

Cristián Canales Palacios became Director of Legal Services & Control in March 2012. Mr. Canales also served as Interim CEO from December 29, 2011 to February 5, 2012 following the resignation of Mario Chamorro Carrizo. Previously, he served as Division Manager of Legal Services from 2003 to 2012. Mr. Canales served as our Legal Services Manager from 2002 to February 2003 and as Senior Attorney from 1996 to 2001. From 1989 to 1996, Mr. Canales served as an Attorney for Banco Osorno y La Unión. Mr. Canales received a law degree from the Universidad de Chile.

Richard Kouyoumdjian Inglis became Director of Shared Services in March 2012. He previously served as the CFO and Chief Administrative Officer for the South American, Caribbean and Central America regions of Citigroup. Mr. Kouyoumdjian received a BSC in Naval Weapons Engineering from the Academia Politécnica Naval and a M.B.A. from the Universidad Católica de Chile. He also attended postgraduate studies at the Universities of Chicago and Cornell.

Armando Ariño Joiro became Director of Strategic Projects in December 2013. Previosuly he served as the Division Head of IT since 2008. In 2008, the Operations Division merged with Information Technology creating the new Division Operations and Technology. From November 2000 to 2008, Mr. Ariño served as Division Manager of Information Technology. From 1995 to 2000 he served as the Information Technology Senior Consultant of Coinfin (Colombia) and from 1993 to 1995 he served as the Information Technology Manager of Finasol (Colombia). Mr. Ariño received an undergraduate degree in Information Technology Civil Engineering with a specialization in Banking from the Universidad INCCA in Colombia.

 

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Jorge Hechenleitner Adams became Division Head of Wealth Management in January 2012. Previously, he served as Head of Private Banking (Nobel y Prime) at Banco Santander-Chile for five years. His highest title at Banco Santander-Chile was Manager of Subsidiaries division with 300 offices under his supervision. Mr. Hechenleitner received a B.A. in Business Administration from the Universidad Austral de Chile.

Gerardo Schlotfeldt Leighton became Division Head of Banco Condell in June 2010 and as Division Head of Retail Banking in January 2011. Previously, he served as CEO of Banco Paris. Mr. Schlotfeldt received an undergraduate degree in Industrial Civil Engineering from the Universidad Católica de Chile.

Oscar Cerda Urrutia became the Division Head of Companies & SME & Retail Banking in June 2008. Mr. Cerda previously served as CEO of Banco Ripley. Mr. Cerda received a B.A. in Business and Administration from the Universidad de Concepcion.

Pedro Silva Yrarrázaval became Division Head of International and Finance in October 2006. Mr. Silva previously served as CEO of our subsidiary CorpBanca Administradora General de Fondos S.A. (Asset Management). Mr. Silva received a B.A. in Business and Administration from the Universidad de Chile. Mr. Silva also received a M.B.A. from the University of Chicago.

María Gabriela Salvador Broussaingaray has served as the Division Head of Products & Distribution Channels since August 2012. Between April and July 2012, Ms. Salvador was the Division Head of Customer Service. Previously, she had the same responsibility in Banco de Chile. Ms. Salvador received a B.A. in Business and Economics from the Universidad de Chile and has more than 18 years of experience in the financial sector.

Jorge Garrao Fortes became Division Head of Retail Credit Risk in September 10, 2010. He has over 14 years of experience in the financial market. Mr. Garrao received an undergraduate degree in Industrial Civil Engineering from the Universidad de Chile.

José Brito Figari became Division Head of Commercial Credit Risk in June 2011. Previously, Mr. Figari served as Manager of Commercial Credit Risk from 2008 to 2011. Mr. Brito received a B.A. in Business and Administration from Universidad Adolfo Ibáñez.

Patricia Retamal Bustos became Division Head of Synergies in January 2012. She has been with CorpBanca for four years, first as Manager of Corporate Banking. Ms. Retamal has 17 years of experience working at banks in the commercial credit risk and Large Companies and Corporations areas, including five years working at Banco Santander-Chile and eight years at Banco de Chile. Ms. Retamal received a B.A. in Business and Administration from the Universidad de Santiago de Chile.

Pablo Jeréz Hanckes has served as Planning and Development Manager since July 2011. Prior to joining CorpBanca, Mr. Jerez served as Project Leader at The Boston Consulting Group, where he specialized in the financial services industry in a broad range of topics including strategy, organizational design and commercial efficiency, and was involved in projects in Chile, Argentina, Peru and Australia. Pablo received a B.A. in Business and Administration from P. Universidad Católica de Chile and a MBA from Harvard Business School.

Rodrigo Oyarzo Brncic became Division Head of Corporate and Large Companies in January 2012. Previously, he served as Manager of Structured Business from January 2009 to December 2011. Mr. Oyarzo received a B.A. in Business and Administration from the Universidad de Santiago.

Ricardo Torres Borge became Division Head of Real Estate in March 2012. Previously, he worked in Banco Santander’s Investment Banking area for sixteen years under the following positions: Investment Funds Director, General Manager of Santander S.A. Administradora de Fondos de Inversión, Head of Real Estate Investment Banking Latam, Head of Structured Finance, Head of Corporate, Investment Banking and M&A , and Head of Equities. He was also in charge of Euroamérica’s Corporate Finance area for one year in 2011. Mr. Torres received an undergraduate degree in Commercial Engineering/accountants from Pontificia Universidad Católica de Chile.

Rodrigo Arroyo Pardo became Division Head of Treasury in March 2012. Prior to his new role, he served as Manager of Large Companies, Corporate & Real State of CorpBanca. Mr. Arroyo has been with CorpBanca since

 

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2005 when he worked as an Assistant Manager of Investments in Local Currency. He was later named Manager of Trading in 2007. Previously, Mr. Arroyo worked for Grupo Santander for seven years and Metlife for five years. Mr. Arroyo received a B.A. in Business and Administration from the Universidad de Santiago de Chile and a M.B.A. from the Universidad Adolfo Ibáñez.

Gerardo Reinike Herman became Division Head of Financial Products in December 2013. Prior to his new position he served as Manager of Financial Products since December 2008 with the responsability over the sales force of Money Desk of CorpBanca. Previously, Mr. Reinike worked for 12 years at the Money Desk at Banco Santander Chile in different positions. Mr. Reinike has B.A. in Business and Administration from Universidad Andrés Bello.

Andrés García Lagos became Division Head of Assets Management in January 2012. Previously, he served as the Chief Investment Officer of BBVA Asset Management AGF. Mr. Garcia received a B.A. in Industrial Engineering from the Pontificia Universidad Católica de Chile and a Masters in Finance from the London Business School.

Pablo de la Cerda Merino has served as the Division Head of Legal Services since has served as Division Manager of Legal Services of CorpBanca since April 2012. Previously he has served as a Chief Legal Counsel of the bank since July 1996. From 1992 to 1996, Mr. De la Cerda has served as a Chief Legal Counsel at Banco Osorno y La Unión, and previously he served as legal counsel in the legal department of several Chilean banks. Mr. De la Cerda received a law degree from Universidad de Chile and an Executive LLM from Universidad del Desarrollo.

Marcela Leonor Jiménez Pardo became Division Manager of Human Resources in July 2012. Previously, she served in the Global Banking Consulting Group at Banco de Chile from 2008 to 2012. Ms. Jiménez received an undergraduate degree in Philology from the Pontificia Universidad Católica de Chile. She also holds a postgraduate degree in Human Resources Management from the Adolfo Ibáñez.

Américo Becerra Morales became Division Head of Operations in April 2012. Previously, he served as Manager of Technology, and Global Operations at Banco Santander-Chile. Mr. Becerra has over 20 years of professional experience in the financial sector. He currently serves as an Alternate Director for the Association of Mutual Funds and the chairman of the Committee of Financial Operations of the Association of Banks and Financial Institutions. Mr. Becerra is the former chairman of the Audit Committee of the Central Securities Depository (DCV) and former chairman of the Operations and Technology Committee at the DCV. He also previously served as Director and Chairman of Santander S.A. Agente de Valores. Mr. Becerra received his auditor license at the Universidad de Santiago, a B.A. from the Universidad Católica de Chile, a M.B.A. from the Executive Development Institute and a Professional Development Degree from the Universidad de los Andes.

María Eugenia de la Fuente Núñez has served as the Division Head of Quality, Transparency & Customer Services since March 2013. Ms. De la Fuente was previously the Vice Minister of Secretary General of Government. She received a B.A. in Business and Administration from Universidad de Chile. She also holds a postgraduate degree in Tax Planning and Management from University Adolfo Ibáñez.

Cristian Guerra Bahamondes became the Division Head of IT in October 2013. Previously he served as Chief Operational Risk and Information Security since May 2010. Previously he served as Chief Information Security Officer Since September 2008. Mr. Guerra began working at CorpBanca in 1998 in different positions in the area of information technologies. Mr. Guerra received B.A computer engineer from the Universidad de Ciencias de la Informática. Mr. Guerra also received a Masters in Business and Administration from the Universidad Federico Santa María. Mr. Guerra also received a Masters degree in Information Technology from the Universidad Federico Santa María.

José Manuel Mena Valencia became our Comptroller Division Head in March 2008. From 1995 to 2008 Mr. Mena served as the CEO at BancoEstado. Previously, he was CFO at Banco Osorno y La Union. Mr. Mena received an undergraduate degree in Industrial Civil Engineering. Mr. Mena also received a Masters in Economics from the Universidad de Chile.

Felipe Cuadra Campos became Chief Compliance Officer in October, 2013. Previously, he served as Corporate Attorney at CorpGroup Holding from 2010 to 2013 and as Senior Attorney at CorpBanca from 2006 to

 

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2009. Between 2002 to 2005 Mr. Cuadra served as the Attorney at CorpBanca. Mr. Cuadra received a law degree from the Universidad Gabriela Mistral (Chile) and also received a Master of Laws in Taxation from Universidad Adolfo Ibáñez (Chile).

Fernando Burgos Concha became General Manager of CorpBanca´s New York Branch in June 2010. Previously, Mr. Burgos served as Manager of the International Area of CorpBanca for a period of seven years. Previously, he held several positions within CorpBanca and its parent, Corp Group Banking S.A. Mr. Burgos received a Bachelor of Science in Management from the US Air Force Academy, Colorado Springs USA.

Jaime Munita Valdivieso became CEO of Banco CorpBanca Colombia in May 2012. Previously, Mr. Munita worked for Grupo Santander Chile from 1997 to 2008, where he served as Manager at the Santander Chile Securities Agency, as Area Chief at Banco Santander Chile and as Fund Manager at Santander Asset Management. He also previously served as a direct advisor to CorpBanca, and currently serves as a member of the Banco CorpBanca Colombia Board of Directors. Mr. Munita received an undergraduate degree in Commercial Engineering from the Universidad de Finis Terrie and a Master of Business Administration from the Universidad Alfonso Ibáñez.

 

B.

COMPENSATION

Consistent with Chilean law, we do not disclose to our shareholders, or otherwise make public, information regarding the individual compensation of our directors or officers. For the year ended December 31, 2013, we paid fees to each of our directors in the amount of UF100 per month and the chairman UF600 per month. No amounts were set aside or accrued by us to provide pension, retirement or similar benefits for our directors and executive officers. In the ordinary shareholders’ meeting held on March 13, 2014, the Board of Directors agreed to continue to pay each director UF100 per month and the chairman UF600 per month. We also engage in transactions with companies controlled by certain of our directors under the applicable requirements of the Chilean Corporations Law. See “Item 7.B. Related Party Transactions”. In 2013, we paid our senior management and Directors-Audit Committee members an aggregate of Ch$17,353 million. Chilean law does not require us to have a compensation committee.

 

C.

BOARD PRACTICES

The period during which the directors have served in their office is shown in the table under Section A of this Item 6. The date of expiration of the current term of office is shown in the table below:

 

Director

 

Date of Expiration of Term

Jorge Andrés Saieh Guzmán

  March 2016

Fernando Aguad Dagach

  March 2016

Jorge Selume Zaror

  March 2016

Rafael Guilisati Gana

  March 2016

Francisco León Délano

  March 2016

Francisco Mobarec Asfura

  March 2016

Gustavo Arriagada Morales

  March 2016

José Luis Mardones Santander

  March 2016

Hugo Verdegaal

  March 2016

María Catalina Saieh Guzmán

  March 2016

Ana Beatriz Holuigue Barros

  March 2016

Pursuant to the provisions of our bylaws, the members of the board are generally renewed every three years, based on length of service and according to the date and order of their respective appointments.

THE DIRECTORS COMMITTEE AND AUDIT COMMITTEE

On August 31, 2011, the Directors Committee merged with the Audit Committee. The Directors Committee then became responsible for all functions of the Audit Committee, or the Directors-Audit Committee. On March 12, 2013, the Directors-Audit Committee was split into two different committees, The Audit Committee and the Directors Committee, to make their respective functions more specialized and efficient.

 

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The Audit Committee is currently comprised of six members, four of them are also members of the Board of Directors: Messrs. Gustavo Arriagada Morales, who chairs it, Rafael Guilisasti, Hugo Verdegaal, María Catalina Saieh Guzmán, Alejandro Ferreiro Yazigi and Juan Echeverría González.

The Directors Committee is comprised of four members; three of them are also members of the Board of Directors: Messrs. Gustavo Arriagada Morales, who chairs it, Hugo Verdegaal, José Luis Mardones Santander and Juan Echeverría González.

Alejandro Ferreiro Yazigi has been a member of the Audit Committee (formerly the Directors-Audit Committee) since 2010. Mr. Ferreiro previously had a career in the Chilean public sector, where he served as Minister of Economics between 2006 and 2008. Mr. Ferreiro also served as Superintendent of Securities and Insurance (2003-2006), Superintendent of Pension Funds (2000-2003) and Superintendent of Social Security Health Plans (ISAPRES). He is currently a director of several public listed companies in Chile, including Madeco S.A., E.CL S.A. (formerly Empresa Eléctrica del Norte Grande S.A.), Essbio S.A., Esval S.A. and Compañía de Seguros CorpVida S.A. Mr. Ferreiro was also appointed as a member of the Counsel for Transparency by President Bachelet and approved by 2/3 of the Senate to serve a 6 year term (2008-2014). Mr. Ferreiro received a law degree from the Universidad de Chile and received a Masters degree from the University of Notre Dame.

Juan Echeverría González has been a member of the Directors Committee and the Audit Committee (formerly the Directors-Audit Committee) since 2012. Mr. Echeverría currently serves as Corporate Chief Compliance Officer at CorpGroup. He was previously in charge of Deloitte’s audits of Banco Osorno, BBVA, Banco del Desarrollo, Banco Internacional, Financiera Condell, Banco CorpBanca Venezuela, and of several services provided to such financial institutions from 1993 to 2012. Mr. Echeverría is currently a director and a member of the audit committee of Compañía Minera San Gerónimo, CorpGroup Activos Inmobiliarios S.A., CorpBanca Colombia and Helm Colombia, and an advisor to the Board of Directors and Audit Committee of Copesa. He has participated in several local and international seminars regarding corporate governance, restructurings and business acquisitions. Mr. Echeverría received B.A. in Accounting from Universidad de Chile and received a two Masters degree from the Universidad Adolfo Ibáñez.

In May 2003, the SBIF adopted a resolution requiring that, beginning in January 2004, all Chilean banks must establish an Audit Committee composed of two or more members, two of whom must be directors appointed by the Board of Directors. As previously mentioned our Audit Committee complies with this requirement.

The main duties of the Audit Committee are to review the efficiency of internal control systems, to ensure compliance with laws and regulations and to have a clear understanding of the risks involved in our business. The SBIF recommends that at least one of the members of the Audit Committee, who must also be a member of the Board of Directors, be experienced with respect to the accounting procedures and financial aspects of banking operations. The members of the Audit Committee appointed by the Board of Directors must be independent according to the criteria set by the Board of Directors. In furtherance of the independence of the Audit Committee, our Board of Directors has determined that Audit Committee members should not, for the last three years, have held positions as our principal executive officers, have performed professional services for us, have commercial commitments with us or with any of our affiliates or related persons, or have relations with other entities related to us from which they have received material payments. Moreover, they may not accept any payment or other compensatory fee from us, other than in their capacity as members of the Audit Committee or of other committees. All the members of the Audit Committee receive a monthly remuneration.

The Directors Committee’s and the Audit Committee’s responsibilities are, among others:

 

   

reviewing the reports of the internal and external auditors, the balance sheet and any other financial statements presented by the administration to the shareholders, and to sign-off on it prior to its presentation to the shareholders for approval;

   

recommending external auditors and rating agencies to the Board of Directors;

   

reviewing operations with related parties and reporting to the Board of Directors;

   

reviewing the compensation plans of executive officers and principal officers;

   

examining the systems of remuneration and compensation plans for managers, senior executives and employees of the Company;

   

preparing an annual report about its activities, including its main recommendations to shareholders;

 

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other duties required by our by-laws, a shareholders meeting and our Board of Directors;

   

proposing external auditors to the Board of Directors or the Directors Committee;

   

proposing rating agencies to the Board of Directors or the Directors Committee;

   

analyzing and supervising the activities, organizational structure and qualifications of our internal auditing staff, who report directly to the Audit Committee;

   

analyzing rating agencies’ reports and their content, procedures and scope;

   

approving the audit plan for us and our affiliates;

   

reviewing audits and internal reports;

   

coordinating with internal and external auditors;

   

reviewing annual and interim financial statements and informing the Board of Directors of the results of such reviews;

   

reviewing the reports, procedures and extent of the work of external auditors;

   

reviewing the procedures and content of reports from external risk evaluators;

   

discussing the effectiveness and reliability of internal control procedures;

   

reviewing the performance of information systems, their sufficiency, reliability and use in decision making;

   

discussing the observance of internal regulations related to compliance with laws and regulations;

   

reviewing and deliberating on issues related to conflicts of interests;

   

investigating suspected fraudulent activities;

   

reviewing the inspection reports, instructions and presentations from the SBIF;

   

reviewing compliance with the annual program of internal auditing;

   

informing the Board of Directors of any change in accounting principles and its effects; and

   

other duties of the Audit Committee as needed, including: (i) reviewing procedures to detect money-laundering; (ii) asking internal auditors to perform specific tasks; (iii) making recommendations on specific tasks to external auditors, and (iv) intervening in any other situation where intervention is warranted in the committee’s discretion.

The Directors Committee and the Audit Committee have charters that establish their composition, organization, objectives, duties, responsibilities and extension of their activities. The SBIF requires the Directors Committee and the Audit Committee to meet at least every four months and to provide an annual written report to the Board of Directors informing it of their activities. The report must also be presented to the annual shareholders’ meeting. According to their charter, the Directors Committee and the Audit Committee each meet twice per month.

OTHER COMMITTEES

Anti-Money Laundering and Anti-Terrorism Finance Prevention Committee

This committee is in charge of preventing money laundering and terrorism financing. Its main purposes include planning and coordinating activities to comply with related policies and procedures, staying informed about work carried out by the Compliance Officer and making decisions on any improvements to control measures proposed by the Compliance Officer. This committee is comprised of one director, the CEO, the Legal and Control Director, one Area Manager and the Compliance Officer. This committee has the authority to request attendance from any executives or associates that it deems necessary. The committee has regular monthly meetings and holds extraordinary sessions when considered appropriate by any of its members.

Compliance Committee

The purpose of this committee is to monitor compliance with our Codes of Conduct and other complementary rules, establish and develop procedures necessary for compliance with these codes, interpret, administer and supervise compliance with these rules and resolve any conflicts that may arise. This committee is comprised of one director; the CEO; the Legal and Control Director; the Human Resources and the Compliance Officer.

 

D.

EMPLOYEES

As of December 31, 2013, on a consolidated basis, we had 7,298 employees. Approximately 33.4% of our employees were unionized as of December 31, 2013. All management positions are held by non-unionized employees. We believe that we have good relationships with our employees and the unions to which some of our employees belong.

 

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As of December of each of the years ended 2011, 2012 and 2013, we had 3,461, 5,163 and 7,298 employees, respectively, on a consolidated basis.

The table below shows our employees by geographic area:

 

     Year ended December 31,
             2011                    2012                    2013        

Chile

   3,443    3,574    3,724

Colombia

   -    1,566    3,548

United States

   18    23    26

 

E.

SHARE OWNERSHIP

Mr. Saieh Bendeck together with his family maintains an indirect ownership of 75.6% of Corp Group Banking S.A. In addition, Mr. Saieh Bendeck with his family are indirect holders of 100% of the ownership rights of Saga and also of RCC Fondo de Inversión Privado. As of the date hereof, Corp Group Banking S.A. and Compañía Inmobiliaria y de Inversiones Saga S.A., controlled by Mr. Saieh Bendeck, beneficially own approximately 45.26%, and 6.15% of our outstanding shares, respectively.

On January 18, 2013, Mr. Aguad sold all of his common shares in a registered offering in the United States and elsewhere outside of Chile and in a local offering in Chile. Previously, Mr. Aguad and his family indirectly beneficially owned approximately 1% of our outstanding common shares. Other than as stated above, no director or officer owns 1% or more of our outstanding common shares.

Our directors and senior managers do not have different or preferential voting rights with respect to those shares they own.

We do not have any arrangements for issuing capital to our employees, including any arrangements that involve the issue or grant of options of our shares or securities.

ITEM 7.            MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A.

MAJOR SHAREHOLDERS

Our only outstanding voting securities are our common shares. As of December 31, 2013, we had 340,358,194,234 common shares outstanding.

At the extraordinary shareholders meeting held on January 15, 2013, CorpBanca’s shareholders approved the following matters related to the extraordinary shareholders meeting held on November 6, 2012: (i) to preferentially offer shareholders 47,000,000,000 common shares with no par value, and (ii) set the period to exercise the preferential right on these shares from January 16 to February 14, 2013.

All of the common shares offered were subscribed for a total amount of Ch$291,168 million. This amount is comprised of Ch$143,225 million in capital and Ch$147,843 in reserves.

The following table sets forth information with respect to the record and beneficial ownership of our capital stock as of May 15, 2014, except treasury shares which have been included in the table below:

 

Stockholder

  Number of Shares     Percentage
of total
share capital
    Number of Votes       Percentage of  
Voting and
Dividend rights
 

Corp Group Banking S.A.(1)(2)

    154,043,852,909        45.26     154,043,852,909        45.26

Compañía Inmobiliaria y de Inversiones Saga S.A.(2)(3)

    20,918,589,773        6.15     20,918,589,773        6.15

Compañía de Seguros CorpVida S.A.

    -        -        -        -   

Compañía de Seguros CorpSeguros S.A.

    -        -        -        -   

Other investment companies

    -        -        -        -   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Saieh Group

    174,962,442,682        51.41     174,962,442,682        51.41
 

 

 

   

 

 

   

 

 

   

 

 

 

IFC

    17,017,909,711        5.00     17,017,909,711        5.00
 

 

 

   

 

 

   

 

 

   

 

 

 

Sierra Nevada Investment Chile Dos Ltda. (Santo Domingo Group)

    9,817,092,180        2.88     9,817,092,180        2.88
 

 

 

   

 

 

   

 

 

   

 

 

 

ADRs holders and foreign investors

    55,282,341,695        16.24     55,282,341,695        16.24

AFPs (Administradoras de Fondos de Pensiones)

    4,550,665,639        1.34     4,550,665,639        1.34

Securities Brokerage

    29,576,716,210        8.69     29,576,716,210        8.69

Insurance Companies(4)

    15,345,873,199        4.51     15,345,873,199        4.51

Other minority shareholders(5)

    33,805,152,918        9.93     33,805,152,918        9.93

Other shareholders

    138,560,749,661        40.71     138,560,749,661        40.71
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    340,358,194,234        100     340,358,194,234        100
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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(1)

As of December 31, 2013, CorpGroup directly owned 100% of the outstanding capital stock of Corp Group Banking S.A., or CGB. ICGI is controlled by Mr. Saieh Bendeck who, together with his family, indirectly owns a majority of its voting stock.

(2)

Mr. Saieh Bendeck and his family are deemed to have beneficial ownership of these common shares.

(3)

Saga, is indirectly controlled by Mr. Saieh Bendeck and his spouse. Accordingly, beneficial ownership of Saga’s shares is attributed to Mr. Saieh Bendeck and his spouse.

(4)

Since November 2013, Insurance Companies category includes CorpVida and CorpSeguros (3.02%) which are no longer controlled by the Saieh Group.

(5)

Includes Moneda’s funds with a total of 3.75% ownership.

On November 21, 2003, CGB completed the offering and sale of 5,287,726 ADSs, representing an aggregate of 26,438,630,000 common shares, or 5,000 common shares per ADS, in a transaction exempt from the registration requirements of the Securities Act pursuant to Rule 144A and Regulation S thereunder. Concurrently with the ADSs offering, Corp Group Banking S.A. completed a public offering and sale of 26,438,637,013 common shares in Chile. In October 2004, we conducted a public offering of ADSs in exchange for ADSs that had been issued pursuant to Rule 144A. Also, on November 1, 2004, our ADSs were listed on the New York Stock Exchange.

As of December 31, 2013, ADR holders (through the depositary) held approximately 16.21% of our total common shares, represented by one registered shareholder. The remaining 83.79% of our total shares were held locally, in Chile, represented by 285,180,730,187 local and foreign shareholders. All of our shareholders have identical voting rights.

 

B.

RELATED PARTY TRANSACTIONS

GENERAL

In the ordinary course of our business, we engage in a variety of transactions with certain of our affiliates and related parties. The Chilean Corporations Law requires that our transactions with related parties be in our interest and also on an arm’s-length basis or on similar terms to those customarily prevailing in the market. We are required to compare the terms of any such transaction to those prevailing in the market at the date the transaction is to be entered into. In the event that the transaction is not within the ordinary course of business, prior to its effectiveness, the Directors Committee must prepare a report describing the conditions of the operation and present it to the Board of Directors for its express approval. Directors of companies that violate this provision are liable for the resulting losses. Under the Chilean General Banking Law, transactions between a bank and its affiliates are subject to certain additional restrictions.

Under the Chilean Corporations Law, a “related transaction” is deemed to be any operation between the corporation and (i) one or more related persons under Article 100 of the Securities Market Act (see below), (ii) a director, manager, administrator, principal officer or liquidator of the corporation, by him/herself or on behalf of persons other than the corporation, or their respective spouses or blood or marriage relatives to the second degree, (iii) an entity of which any of the persons indicated in the previous numeral is the direct or indirect owner of ten

 

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percent or more of its capital or a director, manager or officer, (iv) a person or entity determined as such by the by-laws of the corporation or the board committee, and (v) an entity in which a director, manager, administrator, principal officer or liquidator of the corporation, has acted in any of those capacities during the immediately previous 18 months.

Article 100 of the Securities Market Act provides that the following persons are “related” to a company: (i) the other entities of the business conglomerate to which the company belongs, (ii) parents, subsidiaries and equity-method investors and investees of the company, (iii) all directors, managers, officers and liquidators of the company and their spouses or blood relatives to the second degree, or any entity controlled, directly or indirectly, by any of the referred individuals, (iv) any person that, by him/herself or with other persons under a joint action agreement, may appoint at least one member of the management of the company or controls ten percent or more of the capital or voting capital of a stock company and (v) other entities or persons determined as such by the SVS. A publicly-traded corporation may only enter into a related transaction when its aim is to contribute to the corporate general interests, its conditions are set at arms’ length and the corporation has followed the procedure indicated in the Chilean Corporations Law. The procedure to approve a related transaction can be summarized as follows: (i) the directors, managers, administrators, principal officers and liquidators involved in the potential transaction must give notice thereof to the board (these persons are obligated to disclose their interest in the transaction and their reasons to justify the convenience of the transaction for the corporation, both of which must be informed to the public), (ii) the absolute majority of the board – excluding any director involved in the transaction – must approve the transaction, (iii) the approval given by the board must be informed to the next shareholders’ meeting, (iv) if the directors involved in the transaction form the majority of the board, the transaction may only be approved by the unanimity of the remaining directors or by two-thirds of the issued voting shares in the corporation in a shareholders’ meeting, and (v) where the approval of the shareholders’ meeting is required, the board will request an independent appraiser to submit to the shareholders the conclusions regarding the conditions of the transaction.

These rules are not applicable to non-material transactions in terms of amounts involved, transactions included in the ordinary course of business of the corporation, according to the policies approved by the board and transactions with another entity of which the corporation owns at least 95% of its shares or rights.

Non-compliance with these rules does not invalidate the transaction, but the persons involved will be obligated to transfer the benefit accrued thereby from the transaction to the corporation and are liable for the potential damages suffered by the corporation. These rules apply to all publicly-traded corporations and to their subsidiaries, regardless of their corporate type.

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.

As of December 31, 2011, 2012 and 2013, loans to related parties totaled Ch$87,950 million, Ch$170,957 million and Ch$364,424 million, respectively, and related party receivables, other than loans, totaled Ch$22,022 million, Ch$47,251 million and Ch$27,325 million, respectively. See Note 33 to our financial statements for a more detailed accounting of transactions with related parties.

LOANS TO RELATED PARTIES

As of December 31, 2011, 2012 and 2013, loans to related parties were as follows:

 

     2011  
     Operating
Companies
     Investment
Companies
     Individuals(1)  
     (in millions of constant Ch$)  

Loans and receivables to customers

        

Commercial loans

     83,374         2,509         1,012   

Mortgage loans

     -         -         6,105   

Consumer loans

     4         -         819   

Loans and receivables to customers - gross

     83,378         2,509         7,936   

Provision for loan losses

     (5,866)         -         (7)   
  

 

 

    

 

 

    

 

 

 

Loans and receivables to customers, net

     77,512         2,509         7,929   
  

 

 

    

 

 

    

 

 

 

Other

     8,930         

 

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     2012  
     Operating
Companies
     Investment
Companies
     Individuals(1)  
     (in millions of constant Ch$)  

Loans and receivables to customers

        

Commercial loans

     138,675         13,682         791   

Mortgage loans

     -         -         16,231   

Consumer loans

     817         -         6,337   

Loans and receivables to customers - gross

     139,492         13,682         23,359   

Provision for loan losses

     (5,023)         (201)         (352)   
  

 

 

    

 

 

    

 

 

 

Loans and receivables to customers, net

     134,469         13,481         23,007   
  

 

 

    

 

 

    

 

 

 

Other

     9,627         -         2,468   
     2013  
     Operating
Companies
     Investment
Companies
     Individuals(1)  
     (in millions of constant Ch$)  

Loans and receivables to customers

        

Commercial loans

     161,421         193,076         1,915   

Mortgage loans

     -         -         16,267   

Consumer loans

     -         -         4,956   

Loans and receivables to customers - gross

     161,421         193,076         23,138   

Provision for loan losses

     (2,334)         (10,792)         (86)   
  

 

 

    

 

 

    

 

 

 

Loans and receivables to customers, net

     159,087         182,284         23,053   
  

 

 

    

 

 

    

 

 

 

Other

     71,457         332         2,166   

 

 

(1)

Includes debt obligations that are equal to or greater than UF 3,000 indexed-liked units of account, equivalent to Ch$69.9 million as of December 31, 2013.

All loans to related parties were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectability or present other unfavorable features. During 2011, 2012 and 2013, and in accordance with IFRS, the largest amounts of related party loans outstanding amounted to Ch$112,812 million, Ch$173,625 million and Ch$435,106 million, respectively. The Ch$261,481 million increase in 2013 is mainly due to the expansion of the general criteria for the definition of ‘related groups’ and the allocation of the entities and individuals related thereto established by the Chilean regulator as of November 2013.

 

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OTHER TRANSACTIONS WITH RELATED PARTIES

During 2011, 2012 and 2013, we had the following income (expenses) from services provided to (by) related parties:

 

    Year ended December 31,
    2011   2012   2013

Company

    Income (expenses)       Income (expenses)       Income (expenses)  
    (in millions of nominal Ch$)      
Inmobiliaria Edificio Corp Group S.A.     (2,357)          (2,552)          (2,740)     
Transbank S.A     (2,367)          (2,492)          (2,430)     
Corp Group Interhold, S.A. and CorpGroup Holding Inversiones Limitada     (1,993)          (2,396)          (2,632)     
Redbanc S.A.     (1,442)          (1,539)          (1,782)     
Proservicen S.A.     (1,032)          (1,438)          (1,508)     
Recaudaciones y Cobranzas S.A.     (985)          (1,217)          (971)     
Operadora de Tarjeta de Crédito Nexus S.A.     (900)          (916)          (846)     
Fundación Corpgroup Centro Cultural     (2,203)          (624)          (736)     
Fundación Descúbreme     –              (66)          (80)     
Compañía de Seguros Vida Corp. S.A.     (281)          (362)          (318)     
Empresa Periodística La Tercera S.A.     (244)          (183)          (163)     
SMU S.A. Rendic Hnos S.A.     (1,447)          (1,726)          (1,928)     
CorpBanca Investment Valores S.A. Comisionista de Bolsa     –              765          (58)     
CorpBanca Investment Trust S.A. Sociedad Fiduciaria     –              984          146     
Helm Bank S.A.     –              –              311     
Asesorías Santa Josefina Ltda.     (151)          (147)          –         
Inmobiliaria e Inversiones Boquiñeni Ltda.     (58)          –              –         
Inmobiliaria e Inversiones B y F Limitada     (1,441)          –              –         
 

 

 

     

 

 

     

 

 

   
    (17,078)          (14,173)          (15,735)     

These transactions were carried out on terms normally prevailing in the market at the date of the transaction.

 

C.

INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8.            FINANCIAL INFORMATION

 

A.

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See “Item 17. Financial Statements”.

LEGAL PROCEEDINGS

We have been named as a defendant in shareholder litigation captioned Cartica Management, LLC, et al. v. Corpbanca S.A., et al., which was commenced on April 1, 2014, in the United States District Court for the Southern District of New York. Plaintiffs include minority shareholders, who own ADRs and other common shares. Other defendants include our directors and alternate directors, our CEO and CFO, CorpGroup, Saga and Mr. Saieh Bendeck. Plaintiffs allege that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, that certain individual defendants and CorpGroup violated Section 20(a) of the Exchange Act, and that CorpGroup, Saga and Mr. Saieh Bendeck violated Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-5 promulgated thereunder. Plaintiffs allege, among other things, that defendants have intentionally misrepresented and failed to disclose material facts concerning the pending Itaú-CorpBanca Merger and the benefits CorpGroup and associated entities and individuals may receive in connection with the merger. Plaintiffs do not seek damages, but they purport to seek primarily declaratory and injunctive relief, including an injunction to prevent the Itaú-CorpBanca Merger from proceeding. An adverse outcome to this litigation could require us to make additional disclosures relating to the Itaú-CorpBanca Merger or prevent us from proceeding with it as contemplated.

 

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In addition, we are involved in collections proceedings initiated by us in the normal course of business and certain proceedings against us in the ordinary course of banking business.

DIVIDEND POLICY

Under the Chilean Corporations Law, as defined herein, Chilean open stock companies, such as ours, are generally required to distribute at least 30% of their net income each year, unless otherwise agreed by the unanimous consent of our shareholders. Provided that the statutory minimum is observed, Chilean law allows a majority of the shareholders to change and approve our dividend policy for any given period. In the event of any loss of capital or of the legal reserve, no dividends can be distributed so long as such loss is not recovered from earnings or otherwise. No dividends above the legal minimum can be distributed if doing so would result in the bank exceeding its indebtedness ratio or its lending limits.

The balance of our distributable net income is generally retained for use in our business (including for the maintenance of any required legal reserves). Although our Board of Directors currently intends to pay regular annual dividends, the amount of dividend payments will depend upon, among other factors, our then current level of earnings, capital and legal reserve requirements, as well as market conditions, and there can be no assurance as to the amount or timing of future dividends. Our actual dividend policy is to distribute at least 50% of each fiscal year net income, calculated as total net income for the period less an amount which maintains capital constant in real terms. Dividend distributions in 2011, 2012 and 2013 each amounted to 100%, 100% and 50% of net income for the previous fiscal year, respectively.

In the event that dividends are paid, holders of ADSs will be entitled to receive dividends to the same extent as the owners of common shares. Dividends received by holders of ADSs will, absent changes in Chilean exchange controls or other laws, be converted into U.S. dollars and distributed net of currency exchange expenses and fees of the depositary and will be subject to Chilean withholding tax, currently imposed at the rate of 35% (which may be subject to credits in certain cases). Owners of ADSs are not charged with any fees with respect to cash or stock dividends.

 

B.

SIGNIFICANT CHANGES

There have been no significant changes since the date of our annual financial statements.

ITEM 9.            OFFER AND LISTING DETAILS

 

A.

OFFER AND LISTING DETAILS

PRICE HISTORY

The table below shows, for the periods indicated, high and low closing prices (in nominal Chilean pesos) of the common shares on the Santiago Stock Exchange and of our ADSs on the New York Stock Exchange.

 

           Santiago Stock Exchange               New York Stock Exchange       
     Common Shares   ADSs
     High    Low   High    Low
     (Ch$ per share (1))   (US$ per ADS(2))

Annual Price History

          

2009

   4.10    2.40   42.40    19.26

2010

   8.90    4.10   94.00    39.00

2011

   8.78    5.81   93.76    17.05

2012

   7.40    5.50   23.08    17.11

2013

   7.47    4.73   22.19    13.75

Quarterly Price History

          

2012 1st Quarter

   7.40    6.37   23.08    19.61

2012 2nd Quarter

   6.70    6.18   21.26    18.32

2012 3rd Quarter

   6.36    5.50   19.42    17.11

2012 4th Quarter

   6.43    5.60   21.00    17.77

2013 1st Quarter

   6.98    6.44   22.19    20.32

2013 2nd Quarter

   6.64    5.25   20.98    15.20

2013 3rd Quarter

   5.80    4.73   17.25    13.75

2013 4th Quarter

   7.47    5.45   21.15    16.05

2014 1st Quarter

   7.49    5.92   21.14    15.82

Monthly Price History

          

October 2013

   5.90    5.45   17.78    16.05

November 2013

   6.89    5.78   19.39    16.68

December 2013

   7.47    6.68   21.15    18.89

January 2014

   7.49    6.07   21.14    16.35

February 2014

   6.64    5.92   17.67    15.82

March 2014

   6.63    6.19   17.65    16.15

April 2014

   6.78    6.44   18.63    17.38

May 2014(3)

   6.92    6.66   18.88    17.68

Sources: Santiago Stock Exchange Official Quotation Bulletin; NYSE.

 

(1)

Chilean pesos per share reflect nominal price at trade date.

(2)

Price per ADS in US$: one ADS represented 5,000 common shares until March 2011, and 1,500 common shares thereafter.

(3)

The information for May 2014 is as of May 13, 2014.

 

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As of the date of this Annual Report, no trading suspensions relating to our common shares have occurred.

 

B.

PLAN OF DISTRIBUTION

Not applicable.

 

C.

MARKETS

Our common shares are traded on the Santiago Stock Exchange under the symbol “CorpBanca”. Our ADSs have been listed since November 1, 2004 on the New York Stock Exchange under the symbol “BCA”.

 

D.

SELLING SHAREHOLDER

Not applicable.

 

E.

DILUTION

Not applicable.

 

F.

EXPENSES OF THE ISSUE

Not applicable.

ITEM 10.            ADDITIONAL INFORMATION

 

A.

SHARE CAPITAL

Not applicable.

 

B.

MEMORANDUM AND ARTICLES OF INCORPORATION

Set forth below is material information concerning our share capital and a brief summary of the significant provisions of our by-laws, as defined below, and Chilean law. This description contains material information

 

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concerning the shares, but does not purport to be complete and is qualified in its entirety by reference to our by-laws, the Chilean General Banking Law, the Chilean Corporations Law and the Chilean Securities Market Law each referred to below.

GENERAL

Shareholder rights in a Chilean bank that is also an open-stock (public) corporation are governed by the corporation’s by-laws, which effectively serve the purpose of both the articles or certificate of incorporation and the by-laws of a company incorporated in the United States, by the Chilean General Banking Law and secondarily, to the extent not inconsistent with the latter, by the provisions of Chilean Corporations Law applicable to publicly traded corporations except for certain provisions which are expressly excluded. Article 137 of the Chilean Corporations Law provides that all provisions of the Chilean Corporations Law take precedence over any contrary provision in a corporation’s by-laws. Both the Chilean Corporations Law and our by-laws 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, notwithstanding the plaintiff’s right to submit the action to the ordinary courts of Chile.

The Chilean securities markets are principally regulated by the SVS under the Chilean Securities Market Law and the Chilean Corporations Law. In the case of banks, compliance with these laws is supervised by the SBIF. These two laws provide for disclosure requirements, restrictions on insider trading and price manipulation and protection of minority investors. The Chilean Securities Market Law sets forth requirements relating to public offerings, stock exchanges and brokers, and outlines disclosure requirements for companies that issue publicly offered securities. The Chilean Corporations Law sets forth the rules and requirements for establishing open stock corporations while eliminating government supervision of closed (closely-held) corporations. Open stock (public) corporations are those that voluntarily or are legally required to register their shares in the Securities Registry.

BOARD OF DIRECTORS

The Board of Directors has nine regular members and two alternate members, elected by shareholder vote at General Shareholders’ Meetings. The directors may be either shareholders or non-shareholders of the Company. There is no age limit for directors.

A director remains in office for three years and may be re-elected indefinitely. If for any reason, the General Shareholders’ Meeting in which the new appointments of directors are to be made is not held, the duties of those serving as such shall be extended until their replacements are designated, in which case, the Board of Directors shall convene a meeting at the earliest possible time in order to effect the appointments.

The directors are entitled to compensation for the performance of their duties. The amount of their compensation is determined annually at the General Shareholders’ Meeting. In addition, payments in the form of wages, fees, travel accounts, expense accounts, dues as representatives of the Board of Directors and other cash payments, payments in kind or royalties of any sort whatsoever, may be paid to certain directors for the performance of specific duties or tasks in addition to their functions as directors imposed upon them specifically by the General Shareholders’ Meeting. Any special compensation must be reported at the General Shareholders’ Meeting, and for that purpose, a detailed and separate entry shall be made in CorpBanca’s Annual Report to investors, which shall expressly indicate the complete name of each of the directors receiving special compensation.

Without prejudice to any other incapacity or incompatibility established by the Chilean Corporations Law and the General Banking Law, the following may not be directors: (i) those persons who have been sentenced or are being tried, either as principals or accessories, for crimes punishable with a penalty of temporary or permanent suspension from or incapacity to hold public office, (ii) those persons who have been declared bankrupt and have not been rehabilitated, (iii) members of the Chilean Congress, (iv) directors or employees of any other financial institutions, brokers and security traders, together with its directors, officers, executives and managers; employees appointed by the President of the Chile and employees or officers of (x) the State, (y) any public service, public institution, semi-public institution, autonomous entity or state-controlled company, or any such entity, a Public Entity, or (z) any enterprise, corporation or public or private entity in which the State or a Public Entity has a majority interest, has made capital contributions, or is represented or participating, provided that persons holding positions in teaching activities in any of the above entities may be directors, and (v) the bank’s employees, which shall not prevent a director from holding on a temporary basis and for a term not to exceed ninety days the position of General Manager. The CEO may not be elected as a director.

 

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For purposes of the appointment of directors, each shareholder shall have the right to one vote per share for purposes of appointing a single person, or to distribute his votes among candidates as he may deem convenient, and the persons obtaining the largest number of votes in the same and single process shall be awarded positions, until all positions have been filled. The election of the regular and alternate board members shall be carried out separately. For purposes of casting votes, the Chairman and the Secretary, together with any other persons that may have been previously designated by at the meeting to sign the minutes thereof, shall issue a certificate giving evidence of the oral votes of shareholders attending, following the order of the list of attendance being taken.

Each shareholder shall be entitled, however, to cast his vote by means of a ballot signed by him, stating whether he signs for his own account or as a representative. This entitlement notwithstanding, in order to expedite the voting process, it can be ordered that the vote be taken alternatively or by oral vote or by means of ballots. At the time of polling, the Chairman may instruct that the votes be read aloud, in order for those in attendance to count for them the number of votes issued and verify the outcome of the voting process.

Every appointment of directors, or any changes in the appointment of directors, shall be transcribed into a public deed before a notary public, published in a newspaper of Santiago and notified to the Superintendency of Banks and Financial Institutions, by means of the filing of a copy of the respective public deed. Likewise, the appointments of General Manager, Manager and Deputy Managers shall be communicated and transcribed into a public deed.

If a director ceases to be able to perform his or her duties, whether by reason of conflict of interest, limitation, legal incapacity, impossibility, resignation or any other legal cause, the vacancy shall be filled as follows: (i) the positions of regular directors shall be filled by a member appointed by the Board of Directors on its first meeting after the vacancy occurs and such member appointed by the Board of Directors will remain in the position until the next General Shareholders’ Meeting, where the appointment may be ratified, in which case, the replacement director will remain in his or her position until the expiration of the term of the director he or she replaced and shall act as full director; and (ii) while the vacancy has not been filled by the board, an alternate director shall act as regular member.

The alternate directors may temporarily replace regular directors in case of their absence or temporary inability to attend a board meeting. Alternate board members are always entitled to attend and speak at board meetings. They will be entitled to vote at such meetings only when a regular member is absent and such alternate member acts as the absent member’s replacement.

During the first meeting following the General Shareholders’ Meeting, the Board of Directors shall elect, by an absolute majority and in separate and secret votes, from among its members, a Chairman, a First Vice Chairman and a Second Vice Chairman. If no one were to obtain such majority, the election will be repeated among those who obtained the three greatest majorities, adding the blank votes to the person who obtained the greatest number of votes. In case of a tie the vote shall be repeated and if a tie were to occur again, there shall be a drawing. The Chairman, the First Vice President and the Second Vice President may be reelected indefinitely.

The Board of Directors meets in ordinary sessions at least once a month, held on pre-set dates and times determined by the Board. Extraordinary meetings are held whenever called by the Chairman, whether at his own will or upon the request of one or more directors, so long as the Chairman determines in advance that the meeting is justified, except if the request is made by the absolute majority of the directors in office, in which case the meeting shall be held without such prior determination. The extraordinary meetings may only address those matters specifically included in the agenda for the extraordinary meeting, except that, if the meeting is attended by all the directors in office, they may agree otherwise by a unanimous vote. Notifications of meetings of the Board of Directors shall be made by certified letter sent to the addressed of each director registered with the bank, at least five days in advance of the date on which the ordinary or extraordinary session should be held. The five-day period shall be calculated from the date on which the letter is placed in the mail.

 

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The quorum for the Board of Directors’ Meeting is five of its members. Resolutions shall be adopted by the affirmative vote of the absolute majority of the attending directors. In the event of a tie, the person acting as the Chairman of the meeting shall cast a deciding vote.

Directors having a vested interest in a negotiation, act, contract or transaction that is not related to the bank business, either as principal or as representative of another person, shall communicate such fact to the other directors. If the respective resolutions are approved by the Board, it shall be in accordance with the prevailing company’s interest and fair market conditions and such director’s interest must be disclosed at the next General Shareholders’ Meeting by the Chairman of such Board meeting.

The discussions and resolutions of the Board of Directors shall be recorded in a special book of minutes maintained by the Secretary. The relevant minutes shall be signed by the directors attending the meeting and by the Board of Directors, or their alternates. If a director determines that the minutes for a meeting are inaccurate or incomplete, he or she is entitled to record an objection before actually signing the minutes. The resolutions adopted may be carried out prior to the approval of the minutes at a subsequent meeting. In the event of death, refusal or incapacity for any reason of any of the directors attending to sign the minutes, such circumstance shall be recorded at the end of the minutes stating the reason for the impediment.

The directors are personally liable for all of the acts they effect in the performance of their duties. Any director who wishes to disclaim responsibility for any act or resolution of the Board of Directors must record his or her opposition in the minutes, and the Chairman must report such opposition at the following General Shareholders’ Meeting.

The Board will represent the bank in and out of court and, for the performance of the bank’s business, a circumstance that will not be necessary to prove before third parties, it will be empowered with all the authorities and powers of administration that the law or the by-laws do not set as exclusive to the General Shareholders’ Meeting, without being necessary to grant any special power of attorney, even for those acts that the law requires to do so. This provision is notwithstanding the judicial representation of the bank that is part of the General Manager’s authorities. The Board may delegate part of its authority to the General Manager, to the Managers, Deputy Managers or Attorneys of the bank, a Director, a Commission of Directors, and for specifically determined purposes, in other persons.

CAPITALIZATION

Under Chilean law, the shareholders of a bank, acting at an extraordinary shareholders’ meeting, have the power to authorize an increase in such company’s capital with the authorization of the SBIF. 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; provided that the shareholders may, by amending the By-laws, also grant the right to receive dividends or distributions of capital. An investor becomes eligible to receive dividends and returns of capital once it has paid for the shares (if it has paid for only a portion of such shares, it is entitled to receive a corresponding pro-rata portion of the dividends declared and/or returns of capital with respect to such shares unless the company’s By-laws 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 Board of Directors is obligated to initiate legal action to recover outstanding amounts unless holders of two-thirds of the issued shares in an extraordinary shareholders meeting authorizes the Board of Directors to refrain from pursuing the collection, in which case the company’s capital will be reduced to the amount actually paid. Upon termination of the actions for collection, the Board of Directors shall propose to the shareholders meeting the write-off of the non-paid amount and the reduction of the capital of the company to the amount effectively paid in. Authorized shares and issued shares which have not been subscribed and paid for within the period fixed for their payment are cancelled and are no longer available for issuance by the company, unless in case of an issuance of convertible bonds or when reserved for compensation plans for employees.

Article 22 of Chilean Corporations Law states that the purchaser of shares of a company implicitly accepts its by-laws and any agreements adopted at shareholders’ meetings.

 

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OWNERSHIP RESTRICTIONS

Under Article 12 of the Chilean Securities Market Law and the regulations of the SBIF, shareholders of open stock corporations are required to report the following to the SVS and the Chilean stock exchanges:

 

   

any direct or indirect acquisition or sale of shares that results in the holder’s acquiring or ceasing to own, 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) on changes or movements in the price of such shares. Such report shall be made the day following the execution of the transaction.

In addition, majority shareholders must state in any such report whether their purpose is to acquire control of the company or if they are making a financial investment. Any beneficial owner of ADSs representing 10% or more of our share capital is subject to these reporting requirements under Chilean law. The Chilean Securities Market Act also sets forth certain regulations on takeovers of corporations.

Under Article 54 of the Chilean Securities Market Law and the regulations of the SVS, persons or entities intending to acquire control, directly or indirectly, of a publicly traded company, 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 acquisition at least ten business days before the date of perfection of the acts which allow to obtain control of the company, but in any case, as soon as negotiations regarding the change of control are formalized and/or as soon as reserved information and/or documents concerning the target are delivered to the potential acquirer through a filing with the SVS, the stock exchanges and the 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 and the price and conditions of any negotiations.

Within the same term, a written communication to such effect must be sent to the target corporation, the controlling corporation, the corporations controlled by the target corporation, the SVS, and to the Chilean stock exchanges on which the securities are listed.

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.

A beneficial owner of ADSs intending to acquire control of us is also subject to the foregoing reporting requirements.

The provisions of the aforementioned articles do not apply whenever 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 SVS provides that the following transactions shall be carried out through a tender offer:

 

   

an offer which allows a person to take control of a publicly traded company (sociedad anónima abierta), 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, or (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 all the outstanding shares of a publicly traded company (sociedad anónima abierta) upon acquiring two-thirds or more of its voting shares, in which case such controlling shareholder must offer to purchase the remaining shares from the investing 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

 

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percentage as a result of a reduction of the capital of the company by operation of law: such offer must be made at a price not lower than the price at which appraisal rights may be exercised, that is, book value if the shares of the company are not actively traded or, if the shares of the company are actively traded, the weighted average price at which the stock has been traded during the 60 stock exchange business days between the thirtieth and the ninethieth stock exchange business days immediately preceding the acquisition; and

   

an offer for a controlling percentage of the shares of a listed operating company if such person intends to take control of the company (whether listed or not) controlling such operating company, to the extent that the operating company represents 75% or more of the consolidated net worth of the holding company.

Article 200 of the Chilean Securities Market Law prohibits any shareholder that has taken control of a publicly traded company to acquire, within the period of 12 months from the date of the transaction that permitted such shareholder to take control of the publicly traded company, a number of shares equal to or higher 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 the change of control transaction. However, if the acquisition is 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.

Title XV of the Chilean Securities Market Law sets forth the basis to determine what constitutes control of a business group and a related party while Title XXV establishes a special procedure for acquiring control of an open stock corporation through a tender offer. The Chilean Securities Market Law defines control as the power of a person, or group of persons acting pursuant to a joint action agreement, to direct the majority of the votes in the shareholders meetings of the corporation, or 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 acting together pursuant to a joint action agreement holding, directly or indirectly, at least 25% of the voting share capital, unless:

 

   

another person or group of persons acting pursuant to a joint action agreement, directly or indirectly, control a stake equal to or higher than the percentage controlled by such person or group;

   

the person or group does not control, directly or indirectly, more than 40% 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 voting share capital; and

   

in cases where the SVS 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 up to certain level of kindred;

   

entities within the same business group; and

   

an entity and its controller or any of its members.

Likewise, the SVS may determine that a joint action agreement exists between two or more entities considering, among others, the number of companies in which they simultaneously participate and the frequency with which they vote identically in the election of directors, appointment of managers and other resolutions passed at 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 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 controlling person;

   

all the companies with a common controlling person and the common controlling person; and

   

all the entities that the SVS declare 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 are involved in the business group, whether as investments in securities, equity rights, loans or guaranties;

 

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the company has a significant level of indebtedness and that the business group has a material participation as a lender or guarantor;

   

when the controller is a group of entities, that the company is a member of a controlling person of the entities mentioned in the first two bullets above and there are grounds to include it in the business group based on the definitions above; and

   

the company is controlled by one or more member of the controlling group of any of the entities of the business group, when such controller is composed of more than one person and there are grounds to include the company in the business group based on the definition above.

Article 36 of the Chilean General Banking Law states 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 SBIF, 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 SBIF considers a number of factors enumerated in the General Banking Law, including the financial stability of the purchasing party.

Article 35 bis of the General Banking Law establishes that prior authorization of the SBIF is required for:

 

   

the merger of two or more banks;

   

the acquisition of all or a substantial portion (more than one third) of a banks’ 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 (understood as either acquiring a majority or two thirds of the bank’s shares).

Such prior authorization is required solely when the acquiring bank or the resulting group of banks would own a significant market share in loans (colocaciones), defined by the SBIF to be more than 15% of all loans in the Chilean banking system. The intended purchase, merger or expansion may be denied by the SBIF pursuant to a report from the Chilean Central Bank’s Counsel. Alternatively, a purchase, merger or expansion, when the acquiring bank or resulting group would have a market share in loans defined by the SBIF to be more than 20% of all loans in the Chilean banking system, may be conditioned on one or more of the following:

 

   

that the bank or banks maintain an effective net equity higher than 8% and up to 14% of their risk weighted assets;

   

that the technical reserve established in Article 65 of the General Banking Law be applicable when deposits exceed one and a half times the resulting bank’s effective net equity (which is the sum of (x) paid-in capital and reserves, plus (y) subordinated bonds up to 50% of letter (x) above under certain terms, plus (z) certain effective risk voluntary reserves up to 1.25% of its risk weighted assets); or

   

that the margin for interbank loans be diminished to 20% of resulting bank’s effective net equity.

If the acquiring bank or resulting group would have a market share in loans defined by the SBIF to be more than 15% but less than 20%, the authorization will be conditioned on the bank or banks maintaining an effective net equity not lower than 10% of their risk-weighted assets for the time set forth by the SBIF, which may not be less than one year. The calculation of risk-weighted assets is based on a five-category risk classification system applied to a bank’s assets that is based on the Basel Committee recommendations.

According to the Chilean General Banking Law a bank may not grant loans to related parties on more favorable terms than those generally offered to non-related parties. Article 84 No. 2 of the Chilean General Banking Law and the regulations issued by the SBIF create the presumption, among other cases, that natural persons who are holders of shares and who beneficially own more than 1% of the shares (or 5% in the case of bank’s shares actively traded) are related to the bank and imposes certain restrictions on the amounts and terms of loans made by banks to related parties. This presumption would also apply to beneficial owners of ADSs representing more than 1% of the shares, and accordingly the limitations of Article 84 No. 2 would be applicable to such beneficial owners. Finally, according

 

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to the regulations of the SBIF, Chilean banks that issue ADSs are required to inform the SBIF if any person, directly or indirectly, acquires ADSs representing 5% or more of the total amount of shares of capital stock issued by such bank.

Article 16 bis of the Chilean General Banking Law provides that the individuals or legal entities which, individually or with other people, directly control a bank and who individually own more than 10% of its shares shall send to the SBIF reliable information on their financial situation in the form and within the time set forth in Resolution No. 3,156 of the SBIF.

PREEMPTIVE RIGHTS AND INCREASES OF SHARE CAPITAL

The Chilean Corporations Law provides that whenever a Chilean company issues new shares for consideration, it must offer to its existing shareholders the right to purchase a sufficient number of shares 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.

We intend to evaluate, at the time of any preemptive rights offering, the practicality under Chilean law and Central Bank of Chile 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 common shares 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. We cannot assure you 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 attempt to sell such holders’ preemptive rights and distribute the proceeds thereof, after deduction of its expenses and fees, 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. The inability of all or certain holders of ADSs to exercise preemptive rights in respect of common shares underlying such ADSs could result in such holders not maintaining their percentage ownership of the common shares following such preemptive rights offering unless such holder made additional market purchases of ADSs or common shares.

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 (except for shares as to which preemptive rights have been waived), Chilean open stock corporations are not permitted to offer any newly issued shares for sale to any third party. For an additional 30-day period thereafter, a Chilean company 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. Thereafter, unsubscribed shares may be offered through any Chilean stock exchange without any indication of price. 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.

At the extraordinary shareholders meeting held on November 6, 2012, CorpBanca’s shareholders approved a proposal by the Board of Directors to (i) cancel the common shares that were authorized pursuant to the terms agreed to at the extraordinary shareholders meeting held on April 10, 2012 but were not subscribed, and (ii) approved a capital increase in the amount of 47,000,000,000 common shares. On November 27, 2012, the Board of Directors authorized the issuance of 47,000,000,000 common shares.

The common shares were sold in (i) a registered offering in the United States and elsewhere outside of Chile on January 18, 2013, (ii) a local offering in Chile on January 18, 2013, and (iii) a preferential offering period beginning on January 16, 2013 and ending on February 14, 2013. CorpBanca’s shareholders subscribed approximately 99% of the newly issued shares.

 

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SHAREHOLDERS’ MEETINGS AND VOTING RIGHTS

An ordinary annual meeting of shareholders is held within the first four months of each year, generally in February and must be called by the Board of Directors. The ordinary annual meeting of shareholders is the corporate body that approves the annual financial statements, approves all dividends in accordance with the dividend policy proposed by the Board of Directors, elects the members of our Board of Directors and approves any other matter which does not require an extraordinary shareholders’ meeting. The last ordinary annual meeting of our shareholders was held on March 13, 2014.

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 SBIF. 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) designated by the shareholders at their annual meeting and if a shareholder fails to make such designation, the notice must be published in the Official Gazette pursuant to legal regulations. The first notice must be published not less than 15 days nor more than 20 days in advance of the scheduled meeting. Notice must also be mailed 15 days in advance to each shareholder and to the SBIF, SVS and the Santiago, Valparaiso and Electronic Stock Exchanges. Currently, we publish our official notices in the Diario La Tercera.

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 common shares; if a quorum is not present at the first meeting, the meeting can be reconvened (in accordance with the procedures described in the previous paragraph) 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. The shareholders’ meetings pass resolutions by the affirmative vote of an absolute majority of those voting shares present or represented at the meeting.

Only shareholders registered with us on the fifth 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. Proxies addressed to us that do not designate a person to exercise the proxy are taken into account in order to determine if there is a sufficient quorum to hold the meeting, but the shares represented thereby are not entitled to vote at the meeting. Every shareholder entitled to attend and vote at a shareholders’ meeting has one vote for every share subscribed. Under our by-laws, directors are elected by cumulative voting. Each shareholder has one vote per share and may cast all of his or her votes in favor of one nominee or may apportion is or her votes among any number of nominees.

The following matters can only be considered at a special shareholders’ meeting:

 

   

our dissolution;

   

a merger, transformation, division or other change in our corporate form or the amendment of our by-laws;

   

the issuance of bonds or debentures convertible into shares;

   

the conveyance of 50% or more of our assets or the submission of, or changes to any business plan that contemplates the sale of more than 50% of the assets of the company;

   

the conveyance of 50% or more of the assets of a subsidiary, if represent at least 20% of our total assets, and any transfer of shares of a subsidiary that implies the Company loses control of such subsidiary;

   

granting of a security interest or a personal guarantee in each case to secure the obligations of third parties, unless (i) to secure or guarantee the obligations of a subsidiary, in which case the approval of the Board of Directors will suffice (although this restriction is not applicable to banks: (a) granting sureties, (b) becoming jointly and/or jointly and severally liable with clients or (c) issuing bank guarantees within their course of business) and (ii) in those cases exempted by the Chilean General Banking Law; and

   

other matters that require shareholder approval according to Chilean law or our by-laws.

The matters referred to in the first five items listed above may only be approved at a meeting held before a notary public, who shall certify that the minutes are a true record of the events and resolutions of the meeting.

 

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The by-laws establish that resolutions are passed at shareholders’ meetings by the affirmative vote of an absolute majority of those shares present or represented at the meeting. However, under the Chilean Corporations Law, the vote of a two-thirds majority of the outstanding voting shares is required to approve any of the following actions:

 

   

a change in corporate form, merger or spin-off;

   

an amendment to our term of existence or early dissolution;

   

a change in corporate domicile;

   

a decrease of corporate capital;

   

the approval of capital contributions in kind and a valuation of the assets contributed;

   

a modification of the authority reserved for the shareholders’ meetings or limitations on the powers of our Board of Directors;

   

a reduction in the number of members of our Board of Directors;

   

the conveyance of 50% or more of the corporate assets, regardless of whether it includes liabilities, or the submission of or change to any business plan that contemplates the conveyance of 50% or more of the corporate assets;

   

the conveyance of 50% or more of the assets of a subsidiary, if those assets represent at least 20% of our total assets, and any transfer of shares of a subsidiary that implies the Company loses control of such subsidiary;

   

the manner in which the corporation’s profits shall be distributed;

   

the creation of security interests to secure third-party obligations in excess of 50% of the corporate assets, unless granted to a subsidiary or when exempted by the Chilean Banking Law (although this restriction is not applicable to banks: (i) granting sureties, (ii) becoming jointly and/or jointly and severally liable with clients or (iii) issuing bank guarantees within their course of business);

   

the acquisition of our own shares, when, and or the terms and conditions permitted by law;

   

the cure of formal defects in the incorporation of the corporation or an amendment to its by-laws related to any of the matters referred to in the preceding bullets;

   

to establish the right of the controller to force other shareholders to sell their shares in case the controller has surpassed 95% of the shares of the company as a result of a tender offer for 100% of its shares under certain circumstances;

   

the approval of material related-party transactions according to Article 147 of the Chilean Corporations Law; or

   

all other matters provided for in our by-laws.

An amendment of our by-laws aimed at the creation, modification, renewal or suppression of preferences, must be approved with the favorable vote of two-thirds majority of the shares of the affected series.

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 the company within the 15-day period before the ordinary annual meeting. Under Chilean law, a notice of a shareholders’ meeting listing matters to be addressed at the meeting must be mailed not fewer than 15 days prior to the date of such meeting, and, in cases of an ordinary annual meeting, shareholders must have available an annual report of the company’s activities which includes audited financial statements. In addition to these requirements, we regularly provide, and management currently intends to continue to provide, together with the notice of shareholders’ meeting, a proposal for the final annual dividend.

The Chilean Corporations Law provides that whenever shareholders representing 10% or more of the issued voting shares so request, a Chilean company’s annual report must include, in addition to the materials provided by the board of directors to shareholders, 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 meeting of the shareholders 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 said materials any pertinent comments and proposals that may have been made by 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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DIVIDEND, LIQUIDATION AND APPRAISAL RIGHTS

Under the Chilean Corporations Law, Chilean companies are generally required to distribute at least 30% of their earnings as dividends. In the event of any loss of capital or of the legal reserve, no dividends can be distributed so long as such loss is not recovered. Also, no dividends of a bank can be distributed if doing so would result in the bank exceeding certain capital ratios.

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. The right to receive a dividend lapses if it is not claimed within five years from the date the dividend is payable.

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. Our ADS holders 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.

In the event of our liquidation, the holders of fully paid shares would participate equally and ratably, in proportion to the number of paid-in shares held by them, in the assets available after payment of all creditors.

In accordance with the Chilean General Banking Law, our shareholders have no appraisal rights.

APPROVAL OF FINANCIAL STATEMENTS

Our Board of Directors is required to submit our audited financial statements to the shareholders annually for their approval at the Ordinary General Shareholders Meeting. The approval or rejection of such financial statements is entirely within our shareholders’ discretion. If our shareholders reject our financial statements, our Board of Directors must submit new financial statements not later than 60 days from the date of such rejection. If our shareholders reject our new financial statements, our entire Board of Directors is deemed removed from office and a new Board of Directors is elected at the same meeting. Directors who individually approved such rejected financial statements are disqualified for re-election for the ensuing period.

REGISTRATIONS AND TRANSFERS

Our common shares are registered by an administration agent named DCV Registros S.A. This entity is responsible for our shareholders’ registry. In the case of jointly owned common shares, an attorney-in-fact must be appointed to represent the joint owners in dealings with us.

 

C.

MATERIAL CONTRACTS

The following is a brief summary of our material contracts currently in force. A copy of each of these contracts has been included as an exhibit hereto. See “Item 19. Exhibits”.

Transaction Agreement

This section describes the material terms of (i) the Transaction Agreement executed by CorpBanca, CorpGroup Parent, Itaú Unibanco and Itaú Chile on January 29, 2014; and (ii) the text of the Shareholders’ Agreement contemplated by the Transaction Agreement to be executed by Interhold, Gasa, Compañía Inmobiliaria y de Inversiones Saga Limitada, Corp Group Holding Inversiones Ltda., Itaú Unibanco and an entity through which Itaú Unibanco may hold their interest in Itaú-CorpBanca, which has not yet been created, on the closing date of the Transaction.

The rights and obligations of the parties to the Transaction Agreement and the Shareholders’ Agreement are governed by the express terms and conditions of such agreements and not by this summary or any other information contained in this Form 20-F. The description in this section and elsewhere in this Form 20-F is qualified in its entirety by reference to the complete text of the Transaction Agreement and the form of Shareholders’ Agreement, copies of which are attached as Exhibit 10.C.1 and are incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the Transaction Agreement or the Shareholders’ Agreement. CorpBanca encourages you to read the Transaction Agreement and the Shareholders’ Agreement carefully and in their entirety.

 

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Capitalized terms used but not defined herein shall have the same meaning as in the Transaction Agreement or the Shareholders’ Agreement, as applicable.

Explanatory Note Regarding the Transaction Agreement

The following summary is included to provide you with information regarding the terms of the Transaction Agreement. This section is not intended to provide you with any factual information about CorpBanca. Such information can be found elsewhere in this Form 20-F and in the public filings that CorpBanca makes with the SEC.

The representations, warranties and covenants made in the Transaction Agreement by CorpBanca and Itaú Chile were qualified and subject to important limitations agreed to by CorpBanca and Itaú Chile in connection with negotiating the terms of the Transaction Agreement. In particular, in your review of the representations and warranties contained in the Transaction Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the Transaction Agreement may have the right not to consummate the Itaú-CorpBanca Merger if the representations and warranties of the other party proved to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Transaction Agreement, rather than establishing matters as facts. The representations and warranties are also subject to a contractual standard of materiality and in some cases were qualified by the matters contained in the disclosure schedules that CorpBanca and Itaú Chile delivered in connection with the Transaction Agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in public disclosures by Itaú Unibanco or CorpBanca. The representations and warranties and other provisions in the Transaction Agreement should not be read alone but instead together with the information provided elsewhere in this Form 20-F and in the documents incorporated by reference hereto. We may refer to January 29, 2014, the date that the parties entered into the Transaction Agreement, as the signing date.

Overview

To help you better understand the Itaú-CorpBanca Merger and the other transactions contemplated by the Transaction Agreement the charts below illustrate, in simplified form, the organizational structure of CorpBanca and Itaú Chile in Chile and Colombia.

 

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The Itaú-CorpBanca Merger

 

 

LOGO

The following transactions will occur prior to the Itaú-CorpBanca Merger:

 

   

The divestiture by CorpGroup Parent of a number of shares it holds, directly or indirectly, in CorpBanca which, collectively, amount to 1.53% of the capital stock of CorpBanca. Such shares shall be divested to third parties other than CorpGroup Parent and Itaú Unibanco, and are intended to be transferred to minority shareholders of CorpGroup Parent.

   

The capital increase in Itaú Chile for US$652 million through the issuance of shares to be fully subscribed and paid for by Itaú Unibanco and/or a company owned, directly or indirectly, by Itaú Unibanco.

Thereafter, Itaú Chile will merge with and into CorpBanca, with CorpBanca as surviving entity under the name of “Itaú-CorpBanca”. The Itaú-CorpBanca Merger is expected to result in the issuance of 172,048,565,857 shares of CorpBanca (representing 33.58% of the shares of Itaú-CorpBanca) to Itaú Unibanco. CorpGroup Parent shall retain 32.92% of the capital stock of Itaú-CorpBanca and the remaining 33.5% of the capital stock will be held by public shareholders.

 

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After the Itaú-CorpBanca Merger, the following transactions will be implemented:

 

   

CorpBanca and four wholly-owned Subsidiaries of CorpBanca shall purchase all of the shares of Itaú Colombia capital stock from affiliates of Itaú Parent, hereinafter referred to as the Colombian Acquisition or, alternatively, if the minority shareholders of CorpBanca Colombia accept the offer to sell their shares in CorpBanca Colombia, to Itaú-CorpBanca. Itaú Colombia shall merge with and into CorpBanca Colombia, hereinafter referred to as the Colombian Merger. In the case of the Colombian Merger, CorpBanca Colombia shall be the surviving corporation and shall be governed by the laws of Colombia.

   

Itaú-CorpBanca, as the holder of 66.39% of the shares of CorpBanca Colombia, shall offer to acquire from certain minority shareholders holding 33.61% of the capital stock of CorpBanca Colombia for an aggregate purchase price of US$894,000,000. CorpGroup Parent, who is among such group of minority shareholders, has committed to sell the 12.38% stake of capital stock it indirectly holds in CorpBanca Colombia.

Prior to the completion of these transactions but after the Colombian Acquisition or the Colombian Merger, the contemplated structure in Colombia will be as follows:

 

LOGO

The foregoing transactions are collectively referred to as the Transactions.

CorpBanca and Itaú Chile Representations and Warranties

CorpBanca and Itaú Chile made reciprocal customary representations and warranties regarding their businesses and subsidiaries that are subject, in some cases, to specified exceptions and qualifications and the matters contained in the disclosure schedules delivered by CorpBanca and Itaú Chile pursuant to the Transaction Agreement. The representations and warranties do not survive the closing of the Itaú-CorpBanca Merger. These representations and warranties relate to among other things:

 

   

due organization, existence, good standing and authority to carry on its respective business and such of its respective subsidiaries;

   

its corporate power and authority to enter into, and complete the transactions under, the Transaction Agreement and the Shareholders Agreement; provided that certain shareholder approvals are obtained, and the enforceability of such agreements against it;

   

the absence of violations of, or conflicts with, its governing documents, applicable law and certain agreements as a result of entering into and performing under the Transaction Agreement and the Shareholders Agreement;

   

its capitalization;

 

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ownership and the absence of encumbrances on ownership of the equity interests of its subsidiaries;

   

its audited consolidated financial statements as of, and for the years ending on, December 31, 2011 and 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on September 30, 2013;

   

the absence of certain undisclosed liabilities;

   

the absence of certain changes or events since September 30, 2013;

   

the conduct of business in accordance with the ordinary course since September 30, 2013;

   

tax matters;

   

the absence of facts or circumstances reasonably likely to materially impede or delay receipt of any regulatory consents required pursuant to the Transaction Agreement;

   

compliance with permits, applicable laws and regulations and governmental orders;

   

certain employment and labor matters;

   

compensation and benefit plans;

   

certain material contracts and the absence of any default under any of such material contracts;

   

the absence of legal proceedings, investigations and governmental orders against it or its subsidiaries;

   

timely filing of all reports required to be filed with any governmental authority since January 1, 2011 through the signing date;

   

investment securities and commodities;

   

intellectual property;

   

extensions of credit;

   

certain loan matters;

   

properties;

   

the absence of any undisclosed broker’s or finder’s fees;

   

in the case of CorpBanca, the receipt of fairness opinions;

   

insurance; and

   

related party transactions.

Many of CorpBanca’s and Itaú Chile’s representations and warranties are qualified by, among other things, exceptions relating to the absence of a Material Adverse Effect which for purposes of the Transaction Agreement shall mean any effect, circumstance, occurrence or change which (i) is materially adverse to the business, financial condition, operations or results of operations of (x) CorpBanca, CorpBanca Colombia and their respective subsidiaries, taken as a whole, in the case of each of the Corp Group Parties or (y) Itaú Chile, Itaú Colombia and their respective subsidiaries, taken as a whole, in the case of each of the Itaú Parties; or (ii) materially impairs the ability of such Party to consummate the Transactions on a timely basis; provided that in determining whether a Material Adverse Effect has occurred with respect to such Party under clause (i), there shall be excluded (with respect to each of clause (A), (B), (C) and (D) below, only to the extent that the adverse effect of a change on it is not materially disproportionate compared to the effect on other companies of a similar size operating in the banking industry in the jurisdictions in which the Party operates) any effect, circumstance, occurrence or change to the extent attributable to or resulting from (A) any changes in laws, regulations or interpretations of laws or regulations generally affecting the financial services industries in which the Parties operate, (B) any change in IFRS or regulatory accounting requirements generally affecting the financial services industries in which the Parties operate, (C) events, conditions or trends in economic, business or financial conditions generally affecting the financial services industries in which the Parties operate, including changes in prevailing interest rates, currency exchange rates and trading volumes in Chile, Colombia or foreign securities markets, (D) changes in national or international political or social conditions including the engagement by Chile, Brazil, Colombia or Panama in hostilities, whether

 

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or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within Chile, Brazil, Colombia or Panama, or any of their respective territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of Chile, Brazil, Colombia or Panama, (E) the effects of the actions expressly required by the Transaction Agreement and (F) the announcement of the Transaction Agreement and the Transactions; and provided further that in no event shall a change in the trading prices of a Party’s common stock by itself (but for the avoidance of doubt not the underlying causes thereof to the extent such causes are not otherwise excluded pursuant to (A) – (E) above) constitute a Material Adverse Effect.

Controlling Shareholder Representations and Warranties

CorpGroup Parent and Itaú Unibanco have also made certain customary representations and warranties pursuant to the Transaction Agreement regarding:

 

   

its corporate power and authority to enter into, and complete the Transactions under the Transaction Agreement, and the enforceability of such agreement against them;

   

required consents, declarations or filings with governmental authorities;

   

the absence of violations of, or conflicts with, its organizational documents, any applicable law and certain agreements as a result of their entering into the Transaction Agreement; and

   

ownership and absence of encumbrances on their direct or indirect ownership of equity interests of CorpBanca and CorpBanca Colombia or Itaú Chile and Itaú Colombia, as applicable.

Conduct of Business

Under the Transaction Agreement, both CorpBanca and Itaú Chile have agreed that, except as expressly contemplated under the Transaction Agreement or consented to in writing by the other party, both of them shall, and shall cause their respective subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice, (b) use reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliers, employees and business associates and (c) take no action that would reasonably be expected to adversely affect or delay the ability of any party to obtain any regulatory consents required for consummation of the Transactions, to perform their covenants and agreements under the Transaction Agreement or to consummate the transactions described therein on a timely basis.

Subject to certain exceptions set forth in the Transaction Agreement and pending completion of the Itaú-CorpBanca Merger, neither CorpBanca, CorpBanca Colombia nor Itaú Chile and Itaú Colombia shall, or shall permit its subsidiaries to, take any of the following actions without the other parties written consent:

 

   

amend its organizational documents or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination;

   

(i) adjust, split, combine or reclassify any capital stock or authorize the issuance of any securities in respect of, in lieu of or in substitution for, shares of its capital stock, (ii) set a record date or payment date for, make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exercisable or exchangeable for any shares of its capital stock, (iii) grant or issue any equity, (iv) issue, sell or otherwise permit to become outstanding any additional shares of capital stock, (v) make any change in any instrument or contract governing the terms of any of its securities (other than for the purposes of effecting the Transactions) or (v) enter into any contract with respect to the sale or voting of its capital stock;

   

make any material investment in or acquisition of any other entity;

   

(i) enter into any new line of business which is not within the banking business, (ii) change its lending, investment, underwriting, securitization, servicing, risk and asset liability management and other banking and operating or (iii) make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility;

   

sell, transfer, mortgage, encumber or otherwise dispose of any part of its business or any of its properties or assets;

 

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incur any indebtedness for borrowed money other than indebtedness of it or any of its wholly-owned subsidiaries to it or any of its wholly-owned subsidiaries; assume, guarantee, endorse or otherwise as an accommodation become responsible for third parties obligations; or make any loan or advance to any third party;

   

restructure or make any material change to its investment securities portfolio, its derivatives portfolio or its interest rate exposure;

   

terminate, amend, waive or knowingly fail to use reasonable best efforts to enforce, any material provision of any material contract;

   

(i) increase by more than 20% the aggregate compensation or benefits of any of its current or former officers, directors, employees with annual base compensation in excess of US$350,000 or consultants, (ii) become a party to, adopt, terminate, materially amend or commit itself to any compensation and benefit plan or contract with annual base compensation in excess of US$350,000 or (iii) pay or award, or commit to pay or award, any bonuses or incentive compensation or (iv) grant or accelerate the vesting of any equity-based awards;

   

settle any litigation, except for certain litigation involving solely money damages in an amount not greater than US$1,000,000 individually;

   

implement or adopt any change in its financial accounting principles, practices or methods;

   

file or amend any material tax return; settle or compromise any material tax liability in an amount greater than US$2,000,000; make, change or revoke any material tax election; agree to any extension or waiver of the statute of limitations with respect to assessment or determination of material taxes, surrender any right to claim a material tax refund; or change any material method of tax accounting;

   

knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Transactions not being satisfied on a timely basis;

   

adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or dissolution, restructuring, recapitalization or reorganization; or

   

agree to take, or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions described above.

Payment of Dividends

From and after the date of the Transaction Agreement until completion of the Itaú-CorpBanca Merger: (i) CorpBanca may declare and pay annual dividends at a rate not to exceed 57% of the distributable earnings for the year ended December 31, 2013 and 50% of the distributable earnings for the year ended December 31, 2014; (ii) Helm Bank (prior to the CorpBanca Colombia-Helm Merger) and CorpBanca Colombia (post-completion of the CorpBanca Colombia-Helm merger) may declare and pay annual dividends on the relevant outstanding shares, as applicable, at a rate not to exceed COP$9.40 per share per annum; and (iii) Itaú Chile shall not declare any dividends for the year ended December 31, 2013, but may declare and pay an annual dividend, at a rate not to exceed 50% of the distributable earnings, for the year ended December 31, 2014.

Approval by CorpBanca and Itaú Chile Shareholders

As soon as reasonably practicable after receipt of all required regulatory consents, CorpBanca and Itaú Chile shall each (i) duly call a meeting of its shareholders for the purpose of obtaining approval to the Transactions and (ii) use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. Except with the prior approval of the other party, no other matters shall be submitted for approval at such shareholders’ meeting. The boards of directors of CorpBanca and Itaú Chile shall each use its reasonable best efforts to obtain the respective shareholder approval.

CorpBanca may adjourn or postpone the abovementioned shareholders’ meetings if, as of the time for which such meeting is originally scheduled, the quorum necessary to conduct the business of such meeting is insufficient. If approval by the shareholders of CorpBanca, is not obtained, the parties shall in good faith use its reasonable best efforts to (i) negotiate a restructuring of the Transactions and/or (ii) resubmit it to the CorpBanca shareholders for approval. CorpBanca shall not be required to call a meeting of its shareholders if an Itaú party is in breach of the Transaction Agreement or if there are other circumstances (not caused by CorpBanca or CorpGroup Parent) that prevent satisfaction of closing conditions of the Transactions for CorpBanca or CorpGroup Parent.

 

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At such shareholders’ meetings, (a) CorpGroup Parent has agreed to vote its shares of CorpBanca, and to cause CorpBanca to vote its shares of CorpBanca Colombia, and (b) Itaú Unibanco shall cause its applicable affiliates to vote their shares of Itaú Chile and Itaú Colombia, in each case (i) in favor of the Transactions, as applicable, and any proposal to adjourn or postpone the relevant shareholders’ meeting to a later date if there are not sufficient votes to obtain the relevant shareholder approval, and (ii) against any contract, transaction or proposal that relates to an alternative transaction. Each of CorpGroup Parent and Itaú Unibanco have agreed not to (A) sell, short sell, transfer, assign, tender or otherwise dispose of any of its shares of CorpBanca or Itaú Chile, as applicable, in a manner that would result in CorpGroup Parent or Itaú Chile and its affiliates, as applicable, not having the full and exclusive ability to vote such shares, (B) take any action that would result in CorpGroup Parent or Itaú Chile and its affiliates, as applicable, not having full and exclusive power to vote such shares or (C) enter into any contract with respect to any such action or transfer.

Applications and Consents; Governmental Filings

CorpGroup Parent, Itaú Unibanco and their respective subsidiaries, shall cooperate and use their reasonable best efforts to (i) prepare, as promptly as practicable, all documentation and to effect all filings with respect to, and (ii) to seek, all regulatory consents and other material third-party consents necessary to consummate the Transactions, as promptly as practicable.

To that end, and subject to the terms of the Transaction Agreement, the parties have agreed to use their reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including using their reasonable best efforts to lift or rescind any order adversely affecting its ability to consummate the Transactions on a timely basis, to cause to be satisfied the conditions to closing, and to permit consummation of the Transactions as promptly as practicable.

Notwithstanding the foregoing, no party shall be required to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining any regulatory consents that would reasonably be expected to have a Material Adverse Effect on either CorpBanca and its subsidiaries, taken as a whole, or Itaú Chile, Itaú Colombia and their subsidiaries, taken as a whole.

Acquisition Proposals

The parties have agreed that they will not, and will cause their respective subsidiaries and subsidiaries’ officers, directors, representatives and affiliates not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any negotiations concerning, (iii) provide any nonpublic information or data to, or have or participate in any discussions with, any third party relating to or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any alternative transaction to the transactions contemplated under the Transaction Agreement.

Employee Matters

Following completion of the Itaú-CorpBanca Merger, CorpBanca at its election shall either (i) offer generally to officers and employees of Itaú Chile and its subsidiaries that have or will become employees of CorpBanca or its subsidiaries, or the Itaú Chile Continuing Employees, employee benefits under compensation and benefit plans on terms and conditions similar to those maintained by CorpBanca and its subsidiaries and/or (ii) maintain for the benefit of Itaú Chile Continuing Employees, the compensation and benefit plans maintained by Itaú Chile immediately before the Itaú-CorpBanca Merger. For purposes of eligibility, participation, vesting and benefit accrual (except not for purposes of benefit accrual to the extent that such credit would result in a duplication of benefits) under CorpBanca’s compensation and benefit plans, service with or credited by Itaú Chile or any of its subsidiaries or any of their predecessors shall be treated as service with CorpBanca.

 

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Indemnification of Officers and Directors

From and after completion of the Itaú-CorpBanca Merger, in the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been, or who becomes prior to completion of the Itaú-CorpBanca Merger, a director or officer of CorpBanca or Itaú Chile or any of their subsidiaries, or the Indemnified Parties, is, or is threatened to be, made a party on the basis of the Transaction Agreement or the Transactions, CorpBanca has agreed to indemnify, defend and hold harmless, to the fullest extent permitted by applicable law, each such Indemnified Party against any liability, judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation.

Immediately prior to the completion of the Itaú-CorpBanca Merger, CorpBanca will cause the directors or officers of CorpBanca or Itaú Chile, to be covered by CorpBanca’s or Itaú Chile’s existing directors’ and officers’ liability insurance policy with respect to acts or omissions occurring prior to the Itaú-CorpBanca Merger which were committed by such officers and directors in their capacity as such. To this end, CorpBanca may substitute policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy but in no event shall CorpBanca be required to expend more than 250% per year of coverage of the amount expended by CorpBanca or Itaú Chile per year of coverage as of the date of the Transaction Agreement.

Corporate Governance

CorpGroup Parent and Itaú Unibanco have agreed to engage an internationally recognized management firm to evaluate their respective existing management and recommend, on the basis of international, merit-based standards, professional track record and relevant industry and jurisdiction-specific experience, a list of the most qualified candidates to serve as the initial senior management (including country heads) of Itaú-CorpBanca and its subsidiaries. After receipt of such non-binding recommendation Itaú Unibanco and CorpGroup Parent will jointly (but, in the event that Itaú Unibanco and CorpGroup Parent fails to agree, Itaú Unibanco will) determine in good faith the individuals who are most qualified to serve as senior management.

CorpBanca Colombia IPO

Itaú Unibanco and CorpGroup Parent have agreed to cause CorpBanca to cause CorpBanca Colombia to consummate a primary offering of shares as promptly as practicable on or after the consummation of the Itaú-CorpBanca Merger.

Charitable Contributions

Itaú Unibanco and CorpGroup Parent shall cause Itaú-CorpBanca and its subsidiaries to make, and Itaú-CorpBanca shall make, certain charitable donations.

Insurance Matters

Following completion of the Itaú-CorpBanca Merger, Itaú Unibanco shall cause Itaú Chile Compañia de Seguros de Vida S.A. to provide life insurance-related products to all the clients of Itaú-CorpBanca that are permitted to obtain an offer from an insurance broker to acquire life insurance and to pay CorpBanca Corredores de Seguros, S.A. and Itaú Chile Corredora de Seguros Limitada brokerage and/or services fees in an aggregate annual amount equal to 47.7%, or the Applicable Premium Percentage of the aggregate revenues generated by them from the sales of such life-insurance related products for the relevant year, in consideration and exchange for the offer of such products to the clients of Itaú-CorpBanca.

 

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The Applicable Premium Percentage will be revised on a yearly basis as provided by the Transaction Agreement.

If Itaú Unibanco desires not to continue to cause Itaú Chile Compañia de Seguros de Vida S.A. to offer the life-insurance related products to the insurance clients of Itaú-CorpBanca, Itaú Unibanco shall use its reasonable best efforts to, enter into an agreement with a third party and one or more CorpBanca Corredores de Seguros, S.A. and/or Itaú Chile Corredora de Seguros Limitada, whereby such third party will provide life-insurance related products to the insurance clients of Itaú-CorpBanca and pay to CorpBanca Corredores de Seguros, S.A. and/or Itaú Chile Corredora de Seguros Limitada, as applicable, the related insurance brokerage fees on substantially the same terms described above. Until an agreement with such third party has been executed, Itaú Unibanco will continue to pay Itaú-CorpBanca or CorpBanca Corredores de Seguros, S.A. and/or Itaú Chile Corredora de Seguros Limitada an amount equal to the average of the Insurance Brokerage Fees paid by Itaú Chile Compañia de Seguros de Vida S.A. in the 12-month period prior to the date on which Itaú Chile Compañia de Seguros de Vida S.A. ceases to provide life-insurance related products to Itaú-CorpBanca or CorpBanca Corredores de Seguros, S.A. and/or Itaú Chile Corredora de Seguros Limitada.

Certain Other Businesses

For a period of six (6) months after the date of the Transaction Agreement, CorpGroup Parent and Itaú Unibanco will discuss whether CorpBanca will continue to hold its ownership interest in SMU Corp. If after such period of time, CorpGroup Parent and Itaú Unibanco have not reached an agreement, Itaú Unibanco will decide in its sole discretion. Pursuant to such determination, and if necessary, CorpGroup Parent will, and will cause CorpBanca to use reasonable best efforts to divest, transfer, liquidate or otherwise dispose all of CorpBanca’s and its subsidiaries’ investment in SMU Corp. as promptly as reasonably practicable and on commercially reasonable terms.

Itaú Unibanco has agreed to cause its applicable Subsidiary to enforce its rights under the Stock Purchase Agreement by and among MCC Inversiones Globales Ltda, Unibol S.A., Inversiones Río Bamba Ltda., Sociedad Promotora de Inversiones y Rentas Balaguer LTDA., BICSA Holdings Ltd., Itaú Unibanco Holding S.A., and certain beneficial owners set forth therein, dated as of August 1, 2011, to purchase the remaining outstanding capital stock of Munita, Cruzat y Claro S.A. Corredores de Bolsa, or the MCC, by August 31, 2016 to the extent it has not otherwise acquired such capital stock by that date. Promptly following the later of (i) the completion of the Itaú-CorpBanca Merger and (ii) the acquisition of 100% of the outstanding capital stock of MCC, Itaú Unibanco shall cause its applicable Subsidiary to transfer 100% of the outstanding capital stock of MCC to Itaú-CorpBanca for fair value and other customary terms and conditions.

Conditions Precedent to Obligations to Consummate

Mutual Conditions to consummation of the Itaú-CorpBanca Merger

Each party’s respective obligations to consummate the Itaú-CorpBanca Merger are subject to the following conditions:

 

   

approval of the Transactions by two-thirds of the CorpBanca shareholders;

   

receipt of specified regulatory and third-party consents; and

   

the absence of any governmental order preventing or suspending the consummation of the Itaú-CorpBanca Merger or requiring any change to the terms or structure of the Transactions set forth in the Transaction Agreement.

Conditions to Obligations of CorpGroup Parent and CorpBanca

The obligations of CorpGroup Parent and CorpBanca to consummate the Itaú-CorpBanca Merger are subject to the following conditions:

 

   

the representations and warranties of Itaú Unibanco and Itaú Chile set forth in the Transaction Agreement shall be true and correct, subject to the materiality standards set forth in the Transaction Agreement, as of the date of the Transactions Agreement and as of the date of consummation of the Itaú-CorpBanca Merger;

 

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each of Itaú Unibanco and Itaú Chile shall have duly performed and complied with the agreements and covenants required to be performed and complied with by it pursuant to the Transaction Agreement;

   

Itaú Unibanco shall have duly executed the Shareholders Agreement and certain pledge agreements; and

   

no circumstance, occurrence or change that has had a Material Adverse Effect on Itaú Unibanco and Itaú Chile shall have occurred.

Conditions to Obligations of Itaú Unibanco and Itaú Chile

The obligations of Itaú Unibanco and Itaú Chile to consummate the Itaú-CorpBanca Merger are subject to the following conditions:

 

   

the representations and warranties of CorpGroup Parent and CorpBanca set forth in the Transaction Agreement shall be true and, subject to the materiality standards set forth in the Transaction Agreement, correct as of the date of the Transaction Agreement and as of the date of consummation of the Itaú-CorpBanca Merger;

   

each of CorpGroup Parent and CorpBanca shall have duly performed and complied with the agreements and covenants required to be performed and complied with by it pursuant to the Transaction Agreement;

   

CorpGroup Parent shall have duly executed the Shareholders Agreement, caused to be executed certain pledge agreements, and, directly or indirectly, own at least 84,154,814,190 of the outstanding shares of CorpBanca; and

   

no circumstance, occurrence or change that has had a Material Adverse Effect on CorpGroup Parent and CorpBanca shall have occurred.

Termination and Effect of Termination

The Transaction Agreement may be terminated and the Transactions abandoned at any time prior to the completion of the Itaú-CorpBanca Merger, by any of the causes set forth below:

 

   

Mutual consent of both parties;

   

By either party, upon written notice to the other party:

   

in case of breach of any representation, warranty, covenant or agreement contained in the Transaction Agreement, if such breach, individually or in the aggregate, would result in the failure to comply with any of the conditions that are necessary for closing the Transactions and only if such breach has not or cannot be cured within 45 days from its notification to the breaching party;

   

in case any regulatory consents that are necessary for the closing of the Transactions is denied by final non-appealable action by the corresponding governmental authority or in case any governmental authority of competent jurisdiction issues an order or takes any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; or

   

in case the Itaú-CorpBanca Merger is not consummated within two years from the date of the Transaction Agreement.

   

By Itaú Unibanco, upon written notice to CorpGroup Parent, in case CorpGroup Parent does not timely call the shareholders’ meeting of CorpBanca in which the Transactions will be presented for approval or fails to attend or vote at the relevant shareholders’ meeting that has been duly called, or votes in favor of an alternative transaction, or tenders shares into an alternative transaction, in which case CorpGroup Parent shall pay a termination fee of US$400 million; or

   

By CorpGroup Parent, upon written notice to Itaú Unibanco, in case Itaú Unibanco does not timely call the shareholders’ meeting of Itaú Chile in which the Transactions will be presented for approval or fails to attend or vote at the relevant shareholders’ meeting that has been duly called, or votes in favor of an alternative transaction, or tenders shares into an alternative transaction, in which case Itaú Unibanco shall pay a termination fee of US$400 million.

Except as described above and subject to certain other exceptions, if the Transaction Agreement is terminated pursuant to any of the circumstances described above it will be considered without any effect and neither the parties, nor their affiliates, directors, or employees will have any obligation or liability with regard to the Transactions; provided that such termination shall not relieve any party from any liability for any willful and material breach of the Transaction Agreement.

 

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Shareholders’ Agreement

The following summary is included to provide you with information regarding the terms of the Shareholders’ Agreement. This section is not intended to provide you with any factual information about CorpBanca. Such information can be found elsewhere in the public filings that CorpBanca makes with the SEC.

Corporate Governance

Composition and size of the Board of Directors of Itaú-CorpBanca and its subsidiaries.

Itaú Unibanco and CorpGroup Parent have agreed that of the number of directors of each of the board of (i) Itaú-CorpBanca and CorpBanca Colombia that they are entitled or able to appoint (including by causing Itaú-CorpBanca to appoint) at any time (in addition to any independent directors required by applicable law) and (ii) the respective subsidiaries of Itaú-CorpBanca and CorpBanca Colombia that they are entitled or able to appoint at any time (in addition to any independent directors required by applicable law), each of Itaú Unibanco and CorpGroup Parent shall be entitled to designate a number in proportion to its respective direct and indirect percentage ownership in Itaú-CorpBanca, rounded to the nearest whole number; provided that Itaú Unibanco shall designate at least a majority of such directors of each board appointed by them and that at least one of such directors of each board is appointed by CorpGroup Parent.

The board of Itaú-CorpBanca shall be comprised of eleven directors and two alternate directors (one selected by Itaú Unibanco and one selected by CorpGroup Parent). The board of CorpBanca Colombia shall be comprised of nine directors and the number of directors of the board of all other subsidiaries shall be specified by the board of Itaú-CorpBanca.

Itaú Unibanco and CorpGroup Parent have agreed to cause, (i) a designee of CorpGroup Parent to be the chairman of the board of Itaú-CorpBanca as long as CorpGroup Parent holds at least 13% of the capital stock of Itaú-CorpBanca, (ii) a designee of CorpGroup Parent to be the chairman of the board of CorpBanca Colombia as long as CorpGroup Parent holds at least 13% of the capital stock of Itaú-CorpBanca and (iii) a designee of Itaú Unibanco to be the vice-chairman of Itaú-CorpBanca and CorpBanca Colombia. The chairman of the board of Itaú-CorpBanca shall not have a casting vote.

Itaú Unibanco and CorpGroup Parent shall cause the directors of the relevant board appointed by them to vote, to the extent permitted by applicable law, together as a single block on all matters in accordance with the recommendation of Itaú Unibanco (except in the cases subject to shareholder consent rights). To this end, in the event that (i) a director of Itaú-CorpBanca, CorpBanca Colombia or any other Subsidiary of Itaú-CorpBanca designated by CorpGroup Parent or Itaú Unibanco does not vote with the other directors as a single block and (ii) as a consequence, the relevant board is unable to adopt a decision on such matter in accordance with the recommendation of Itaú Unibanco (except that (ii) will not be required if such director is a member of the Saieh Group, or fails to comply on more than two occasions and more than two matters in any calendar year), Itaú Unibanco or CorpGroup Parent (whomever designated such director), shall take all required action to have such director removed from the relevant board within 60 calendar days. Failure to take such action shall be considered to constitute a Material Breach by the shareholder who designated such director.

A majority of the directors will constitute quorum for all meetings of the relevant boards. However, if less than all of the directors appointed by Itaú Unibanco to such board are not present, a quorum will not exist without the consent of the majority of the directors appointed by Itaú Unibanco to such board. The vote of the majority of the directors attending a meeting will be required to pass a resolution of the relevant boards (except in the cases subject to shareholder consent rights).

 

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Board Committees

Itaú Unibanco and CorpGroup Parent have agreed to cause Itaú-CorpBanca and CorpBanca Colombia to each create the following committees of the board of directors: Directors Committee, Audit Committee, Management and Talent Committee, Asset and Liability Management Committee and Credit Committee.

The Credit Committee shall (i) have binding power to establish the limits and procedures of the credit policy of Itaú-CorpBanca and its subsidiaries and the power to establish approval exceptions for financial decisions exceeding certain thresholds (to be defined by the Credit Committee) and (ii) shall impose a binding framework with upper limits on credit exposures for which approval of Itaú Unibanco will be required. In connection with the latter, Itaú Unibanco shall respond to any such requests for approval within seven business days (the absence of explicit denial being considered as an approval).

The Credit Committee shall be comprised of five members (of which three shall be appointed by Itaú Unibanco and two by CorpGroup Parent), all of whom shall be local executives or directors of the relevant board, and be headed by a local executive officer or director recommended by the chief executive officer of Itaú-CorpBanca or its relevant Subsidiary, as applicable.

Political donations

Itaú Unibanco and CorpGroup Parent have agreed to cause Itaú-CorpBanca to make certain political donations consistent with past practice.

Officers

The Board of Itaú-CorpBanca shall appoint from time to time the CEO, the country heads and other senior management of Itaú-CorpBanca and CorpBanca Colombia. Mr. Boris Buvinic will be the initial CEO of Itaú-CorpBanca following completion of the Itaú-CorpBanca Merger. Itaú Unibanco and CorpGroup Parent shall cause Itaú-CorpBanca to cause its subsidiaries to appoint designees of the board of Itaú-CorpBanca from time to time to the designated positions at such Subsidiary. A Management and Talent Committee will determine an objective process to recommend designees to these positions based on internal promotion, international, merit-based standards and professional track record, and relevant industry and jurisdiction-specific experience, and will provide a list of selected candidates to the board of Itaú-CorpBanca who will be ultimately responsible for their final appointment.

CorpGroup Parent may request the removal of the CEO of Itaú-CorpBanca and of CorpBanca Colombia if during three consecutive years (excluding the year of the closing of the Transactions) the ROE (return on equity) of the respective bank is at least 1% lower than the average ROE of the three largest privately-owned banks (measured by assets, and excluding Itaú-CorpBanca and CorpBanca Colombia) of Chile or Colombia, as the case may be, during such three-year period.

Shareholder Consent Rights

Subject to certain exceptions set forth in the Shareholders’ Agreement, Itaú Unibanco and CorpGroup Parent have agreed that Itaú-CorpBanca shall not take, and shall not permit any Subsidiary to take, any of the following transactions without the consent of (i) CorpGroup Parent, so long as CorpGroup Parent owns at least 13% of the capital stock of Itaú-CorpBanca, and (ii) Itaú Unibanco:

 

   

merge, reorganize or consolidate Itaú-CorpBanca or any of its subsidiaries or enter into a joint venture or similar transaction in excess of materiality thresholds;

   

issue or sell any equity securities of Itaú-CorpBanca or any of its subsidiaries, other than solely to the extent required to comply with immediate legal and regulatory requirements or to meet the Optimal Regulatory Capital;

   

repurchase or otherwise retire or acquire any shares or other equity securities of Itaú-CorpBanca or any of its subsidiaries;

   

list or delist any shares or other equity securities of Itaú-CorpBanca or any of its subsidiaries;

   

enter into, modify or terminate a contract or transaction with a related party;

 

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any acquisition of the stock, equity interests, assets or business of any third-party or any disposition of assets of Itaú-CorpBanca or any Subsidiary or the capital stock or other equity interests of any Subsidiary, in each case in excess of materiality thresholds;

   

effect any liquidations, dissolutions, reorganizations through a voluntary bankruptcy or similar transactions;

   

amend or repeal any provision of the organizational documents of Itaú-CorpBanca or any of its subsidiaries;

   

change the size or powers of the board of directors or any committee thereof;

   

enter into any new line of business, that is not a Banking Business;

   

create or dissolve one or more subsidiaries in excess of materiality thresholds;

   

enter into agreements between Itaú-CorpBanca or any of its subsidiaries, on the one hand, and any Governmental Authority, on the other hand;

   

make any change in the external auditors of Itaú-CorpBanca or any of its subsidiaries;

   

make any change to the dividend policy;

   

enter into any agreement that limits or restricts the ability of Itaú-CorpBanca or any of its subsidiaries to own, manage, operate, control, participate in, perform services for, or otherwise carry on or engage in any business or in any geographic area;

   

enter into any contract to do any of the foregoing actions; and

   

any other matter not set forth above that requires the approval of a supermajority of the shareholders of Itaú-CorpBanca under Article 67 of the Chilean Corporations Act.

Holdcos

Itaú Unibanco and CorpGroup Parent shall each maintain a direct or indirect wholly-owned Subsidiary, or Company One and Company Two, respectively, and, collectively, the Companies which shall hold their respective shares of Itaú-CorpBanca. Itaú Unibanco will form Company One prior to the Itaú-CorpBanca Merger. For CorpGroup Parent, Company Two is Corp Group Banking S.A. and Inversiones Saga Limitada.

Transfer of shares of Itaú-CorpBanca

Itaú Unibanco and CorpGroup Parent have agreed not to directly or indirectly purchase or otherwise acquire shares of Itaú-CorpBanca or any beneficial interest therein to the extent such acquisition would require Itaú Unibanco or CorpGroup Parent to launch a tender offer to acquire all shares of Itaú-CorpBanca. Any transfer of shares of Itaú-CorpBanca made by Itaú Unibanco and CorpGroup Parent shall be implemented through the Santiago Stock Exchange with a five-day prior notice to the other party.

So long as CorpGroup Parent and Itaú Unibanco collectively hold an aggregate direct or indirect participation in the voting shares of Itaú-CorpBanca of at least 50% plus one share, CorpGroup Parent shall keep (and may not transfer) the direct or indirect ownership of a number of shares of Itaú-CorpBanca representing the lesser of: (i) 16.42% of the shares of Itaú-CorpBanca at the time of execution of the Shareholders’ Agreement (i.e. at the closing of the Transactions) or (ii) the minimum percentage of such shares that allows Itaú Unibanco and CorpGroup Parent to hold such aggregate direct or indirect participation in the voting shares of Itaú-CorpBanca. Such number of shares will be pledged by CorpGroup Parent in favor of Itaú Unibanco.

Right of first offer, tag-along and drag-along rights

Right of first offer

Subject to the terms set forth on the Shareholders’ Agreement, Itaú Unibanco and CorpGroup Parent shall have a right of first offer with regard to potential transfers of shares of the Companies. If either Itaú Unibanco or CorpGroup Parent intend to transfer shares of the Companies, such party shall notify in writing to the other party of such intention, stating the number of shares, the price and other terms and conditions of the proposed transfer. The recipient party shall have the right to purchase all such shares for a price and under terms and conditions equal to those notified by the selling shareholder. If the recipient party elects not to purchase all the shares intended to be

 

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transferred, the selling shareholder shall be permitted for a period of six (6) months from the date the notice to purchase the shares was due to be received by the selling party, to transfer to a third party not less than the number of shares, at a price not less than and on terms and conditions not materially less favorable to the selling shareholder than those stated in the notice of such proposed transfer.

Tag-along

CorpGroup Parent will have the right to tag-along on the sale of shares of Company One or of shares of Itaú-CorpBanca owned by Company One by Itaú Unibanco and jointly sell to a third party with Itaú Unibanco in such sale. Pursuant to such right, in the event of a proposed transfer of shares of Company One or shares of Itaú-CorpBanca by Itaú Unibanco, Itaú Unibanco shall deliver to CorpGroup Parent prompt written notice stating, to the extent applicable, (i) the name of the proposed transferee, (ii) the number of shares proposed to be transferred, (iii) the proposed purchase price and (iv) any other material terms and conditions of the proposed transfer.

The proposed transferee will not be obligated to purchase a number of shares exceeding that set forth in the notification of the proposed transfer. In the event such transferee elects to purchase less than all of the total shares sought to be transferred by CorpGroup Parent and Itaú Unibanco, CorpGroup Parent shall be entitled to transfer to the proposed transferee a number of shares equal to (i) the total number of shares originally proposed to be transferred by Company One and Itaú Unibanco multiplied by (ii) a fraction, (A) the numerator of which is the total number of shares of Itaú-CorpBanca held by Company Two, and (B) the denominator of which is the total number of shares of Itaú-CorpBanca held by the Companies.

Drag-along

In the event of a proposed sale of all of the issued and outstanding shares of Company One or shares of Itaú-CorpBanca held by Itaú Unibanco to a third party and if at such time CorpGroup Parent owns less than 10% of the capital stock of Itaú-CorpBanca, Itaú Unibanco may notify CorpGroup Parent in writing of such proposed sale stating (i) the name of the proposed transferee, (ii) the proposed purchase price (which shall be equal to at least the higher of fair value and market price), (iii) the obligation of the transferee to purchase all of CorpGroup Parent shares of Itaú-CorpBanca, and (iv) any other material terms and conditions of the transfer.

Under these circumstances, CorpGroup Parent shall be obligated to sell all of its shares of Itaú-CorpBanca, free and clear of liens at the same price and on other terms no less favorable than Itaú Unibanco.

Put of Company Shares

If and to the extent that CorpGroup Parent is prohibited from selling its shares of Itaú-CorpBanca, CorpGroup Parent shall have the unconditional right, from time to time on one or more occasions, to sell to Itaú Unibanco, and Itaú Unibanco shall have the unconditional obligation to acquire from CorpGroup Parent, any number of shares of Company Two at a price per share equal to the market price as of the date on which CorpGroup Parent notifies Itaú Unibanco of CorpGroup Parent’s exercise of its unconditional right to sell if immediately following such sale CorpGroup Parent and Itaú Unibanco would continue to collectively hold an aggregate direct or indirect participation in the voting shares of Itaú-CorpBanca of at least 50% plus one share.

At the time of payment of the purchase price of the shares of Company Two, Itaú Unibanco shall pay CorpGroup Parent, as an indemnity for not being able to benefit from the exemption on capital gains set forth in Article 107 of the Chilean Income Tax Law to which it would otherwise have been entitled to if it would have sold the underlying shares of Itaú-CorpBanca in the Santiago Stock Exchange, a cash amount equal to (i) 50% of any taxes of CorpGroup Parent or its affiliates arising out of or in connection with such transfer that would not have arisen if it had sold the underlying shares of Itaú-CorpBanca in the Santiago Stock Exchange and benefit from the abovementioned exemption on capital gains, and (ii) any taxes of CorpGroup Parent or its affiliates arising out of the application of such indemnity payment.

Change of Control of CorpGroup Parent

Under the Shareholders’ Agreement, CorpGroup Parent shall notify Itaú Unibanco prior to consummating a Change of Control of CorpGroup Parent and provide Itaú Unibanco a right of first offer to purchase a number shares of Company Two equal to the number required Itaú Unibanco to hold an aggregate direct or indirect participation in the voting shares of Itaú-CorpBanca of at least 50% plus one share at a price equal to the higher of the market price or fair value.

 

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If Itaú Unibanco accepts the price proposed by CorpGroup Parent, CorpGroup Parent shall be obligated to cause Company Two to sell such number of Itaú-CorpBanca’s shares to Itaú Unibanco at such price.

In the event that Itaú Unibanco does not accept the price proposed by CorpGroup Parent and as a result, an agreement is not reached, then CorpGroup Parent shall be permitted to proceed with such Change of Control and Itaú Unibanco shall be entitled to unilaterally terminate the Shareholders’ Agreement during a period of sixty (60) days after receipt of notice from Corpgroup notifying of the consummation of such Change of Control.

For purposes of the Shareholders’ Agreement, Change of Control shall mean, with respect to CorpGroup Parent, the Saieh Group ceasing to own, directly and indirectly, in a single transaction or in a series of related transactions, at least 50% plus one additional share of the issued voting stock of CorpGroup Parent.

Right to Exchange Shares for Shares of Itaú Unibanco

In the event Itaú Unibanco issues or sells certain equity securities of Itaú Unibanco to any third-party as consideration for or in connection with a transaction or series of transactions involving the direct or indirect investment by Itaú Unibanco in such equity securities or assets of any other third party, Itaú Unibanco shall inform CorpGroup Parent of such issuance or sale and shall offer to CorpGroup Parent the right to exchange for the same type of equity securities of Itaú Unibanco. CorpGroup Parent shall be entitled to exchange any or all of its shares of Company Two (or shares of Itaú-CorpBanca) for such equity securities of Itaú Unibanco at an exchange ratio that reflects the relative fair values of the relevant equity securities of Itaú Unibanco and the shares of Company Two or Itaú-CorpBanca, as the case may be.

Notwithstanding the foregoing, if the issuance of any such equity securities to CorpGroup Parent would result in Itaú Unibanco Participações S.A. ceasing to hold more than 50% of Itaú Unibanco’s voting equity, then CorpGroup Parent shall have the right to exchange no more than an amount of equity securities of Itaú Unibanco the issuance of which would not result in Itaú Unibanco Participações S.A. ceasing to hold more than 50% of Itaú Unibanco’s voting equity.

Controlling Shareholder

Notwithstanding the other provisions of the Shareholders’ Agreement, Itaú Unibanco shall have no obligation to purchase shares of Itaú-CorpBanca or Company Two, to the extent such purchase would, in and of itself, require Itaú Unibanco to make a tender offer for all of the outstanding shares of Itaú-CorpBanca.

If Itaú Unibanco ceases to be the Controlling Shareholder (as defined in Article 97 of the Chilean Securities Market Act) of Itaú-CorpBanca, prior to consummating any obligation pursuant to a provision of the Shareholders’ Agreement to purchase shares of Itaú-CorpBanca or Company Two from CorpGroup Parent which would result in Itaú Unibanco being the Controlling Shareholder of Itaú-CorpBanca, Itaú Unibanco shall commence a tender offer to purchase a number of shares of Itaú-CorpBanca which would result in Itaú Unibanco being the Controlling Shareholder of Itaú-CorpBanca for the purchase price provided in such applicable provision of the Shareholders’ Agreement and shall in any event satisfy its obligation (whether through the tender offer or a subsequent purchase thereafter) within ninety (90) calendar days.

CorpGroup Parent Liquidity Put and Call Options

During a period of eighteen months from the closing date of the Itaú-CorpBanca Merger, CorpGroup Parent shall have the right to (i) sell to Itaú Unibanco, a number of shares of Company Two representing in the aggregate up to 6.6% of all of the outstanding shares of Itaú-CorpBanca at a price equal to the market price as of the notice date of such put right; or (ii) cause Company Two to sell to Itaú Unibanco, through one of the mechanisms available on the Santiago Stock Exchange that only allows block sales, a number of shares of Itaú-CorpBanca representing up to 6.6% of all of the outstanding shares of Itaú-CorpBanca (in which event Itaú Unibanco will place an order to purchase such shares in the Santiago Stock Exchange at a price not less than such market price). If, as a result of the competitive bidding procedures of the Santiago Stock Exchange, the shares of Itaú-CorpBanca sold by Company

 

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Two are unexpectedly sold over the Santiago Stock Exchange to a third party other than Itaú Unibanco or any of its affiliates at a higher price, then CorpGroup Parent shall no longer have the right to repurchase such shares of Itaú-CorpBanca from Itaú Unibanco or one of its wholly-owned subsidiaries.

If the put right described above has been exercised, at any time and from time to time during the five (5)-year period thereafter, CorpGroup Parent shall have the unconditional right either to (i) acquire from Itaú Unibanco a number of shares of Company Two up to the number of shares sold pursuant to the put right described above at the same price per share as was paid by Itaú Unibanco pursuant to such put right plus an annual interest rate at the Chilean Índice de Cámara Promedio plus a spread that is not to exceed the lowest spread then being offered by Itaú-CorpBanca to non-governmental borrowers in Chile; or (ii) cause Itaú Unibanco to place an order on the Santiago Stock Exchange to sell to CorpGroup Parent and/or Company Two a number of shares of Itaú-CorpBanca of up to the number of shares of Itaú-CorpBanca sold to Itaú Unibanco pursuant to the put right described above at the same price per share as was paid by Itaú Unibanco pursuant to such put right plus an annual interest rate at the Chilean Índice de Cámara Promedio plus a spread that is not to exceed the lowest spread then being offered by Itaú-CorpBanca to non-governmental borrowers in Chile. If, as a result of the competitive bidding procedures of the Santiago Stock Exchange, the shares of Itaú-CorpBanca sold by Itaú Unibanco or one of its wholly-owned subsidiaries are sold over the Santiago Stock Exchange to a third party at a higher price, then CorpGroup Parent and/or Company Two shall not have the right to repurchase such shares of Itaú-CorpBanca.

Call Option in Event of Material Breach

If either Itaú Unibanco or CorpGroup Parent commits a Material Breach of the Shareholders’ Agreement, or the Breaching Shareholder, the non-Breaching Shareholder shall have the right to give written notice to the Breaching Shareholder describing such Material Breach and demanding that the Breaching Shareholder cure the Material Breach by fully performing its obligation.

If the Breaching Shareholder has not cured its Material Breach within fifty (50) calendar days after receipt of any such notice, the non-Breaching Shareholder shall have the unconditional right to (i) require the Breaching Shareholder to sell all of its shares to the non-Breaching Shareholder at a price per share equal to 80% of the market price as of the date of the notice exercising a call option and (ii) if the non-Breaching Shareholder is CorpGroup Parent, to sell to Itaú Unibanco all of its shares at a price per share equal to 120% of the market price as of the date of the notice exercising a put option.

Notwithstanding the foregoing, if the non-Breaching Shareholder is Itaú Unibanco, Itaú Unibanco may elect to purchase the maximum number of shares which would allow Itaú Unibanco to avoid making a public offer for all of the outstanding shares of Itaú-CorpBanca.

Non-Competition; Non-Solicit

Non-Competition

Neither Itaú Unibanco nor CorpGroup Parent shall, directly or indirectly, own, invest, control, acquire, operate, manage, participate or engage in any Banking Business in Chile, Colombia and the Republic of Panama other than (i) through its investment in the Itaú-CorpBanca and its subsidiaries and (ii) through any sociedad de apoyo al giro in which Itaú-CorpBanca has an ownership interest.

For purposes of the Shareholders’ Agreement, Banking Business shall mean providing (i) consumer financial products and/or services, including secured and/or unsecured consumer lending, consumer mortgage products, consumer card products, retail banking products and/or services, and consumer leasing; and/or (ii) deposit-taking services including both consumer and commercial deposits, and payroll services; and/or (iii) credit and/or debit card transaction processing services (which transaction processing services, for the avoidance of doubt, include merchant acquiring); and/or (iv) commercial financial products and/or services, including bilateral and syndicated loans, trustee and depositary services; and/or (v) investment banking services; and/or (vi) financial advisory services related to the services described in clauses (i) through (v) above; and/or (vii) all businesses related or reasonably incidental thereto.

Notwithstanding the foregoing, the Shareholders’ Agreement permits the following activities: (i) providing consumer financing and other financial products or services offered from time to time by supermarkets and other

 

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nonbank retailers in the applicable jurisdiction; (ii) financing or providing asset management products and services; (iii) receiving from or providing to any third party a personal guaranty or a loan or engaging in other financial arrangements in connection with a transaction or transactions that does not otherwise constitute a Banking Business in Chile, Columbia or the Republic of Panama; (iv) making investments by or in employee retirement, pension or similar plans or funds or in companies that manage such plans or funds; (v) acquiring, owning, controlling or managing, in any third party that has any Banking Business in Chile, Colombia and the Republic of Panama pursuant to purchase, merger, consolidation or otherwise so long as (A) the Banking Business in Chile, Colombia or the Republic of Panama conducted by such third party or business constitutes not more than 10% of the revenues of such acquired third party or business and not more than 5% of the revenues of Itaú-CorpBanca, in each case for the immediately preceding 12 months, and (B) after consummation of such acquisition, Itaú-CorpBanca is offered the right to acquire such Banking Business for cash at the fair value thereof; (vi) acquiring, owning, controlling, managing, investing in any third party or business which would otherwise be prohibited under the non-compete obligation, provided that action is undertaken to sell the competing portion of such business; (vii) acquiring, owning, controlling, managing, investing in any third party that has any Banking Business in Chile, Colombia and the Republic of Panama or engaging in a new business opportunity in the Banking Business in Chile, Colombia, Peru and Central America, if such transaction or opportunity was presented by Itaú-CorpBanca to Itaú Unibanco, if Corp Group Parent is the investing party, or by Itaú-CorpBanca to Corp Group Parent, if Itaú Unibanco is the investing party, and Corp Group Parent or Itaú Unibanco, as the case maybe, withheld their consent to Itaú-CorpBanca consummating such transaction; (viii) providing products or services pursuant to any unsolicited request from any client that operates in Chile, Colombia and the Republic of Panama which cannot be reasonably provided by Itaú-CorpBanca or its subsidiaries or (ix) acquiring, owning, managing or investing in the MCC Entities (as defined in the Shareholders’ Agreement) or prohibit any activities currently conducted by the MCC Entities.

Non-Solicit

Neither Itaú Unibanco nor CorpGroup Parent shall, directly or indirectly, solicit for hire, hire or otherwise induce or attempt to induce any officer of Itaú-CorpBanca or any of its subsidiaries to leave the employment of Itaú-CorpBanca or any of its subsidiaries, or in any way interfere with the relationship between Itaú-CorpBanca or any of its subsidiaries, on the one hand, and any officer thereof on the other hand.

Dividend Policy; Dividend Put and Call Options.

For a period of eight fiscal years starting from the closing of the Transaction, or the Dividend Period, Itaú Unibanco and CorpGroup Parent have agreed to cause Itaú-CorpBanca to adopt an annual business plan and budget expressly providing for the management of Itaú-CorpBanca and its subsidiaries in a manner that has as its primary target, in the following order of priority: (i) first, complying with the Optimal Regulatory Capital for such fiscal year, (ii) second, the payment by Itaú-CorpBanca of cash dividends aggregating at least US$370 million for each year during the Dividend Period and (iii) third, achieving a growth rate of the total assets of Itaú-CorpBanca and CorpBanca Colombia above the Minimum Growth Rate and other reasonable objectives as determined by the board of Itaú-CorpBanca. Itaú Unibanco and CorpGroup Parent have agreed to cause the board of Itaú-CorpBanca to cause management of Itaú-CorpBanca and its subsidiaries to conduct their respective businesses in accordance with such annual business plan and budget.

If the amount of the dividends paid in cash by Itaú-CorpBanca is less than US$370 million for any fiscal year during the Dividend Period, Itaú Unibanco and Corpgroup have agreed to cause Itaú-CorpBanca and its subsidiaries to maximize the use of Tier 2 capital, to the fullest extent permitted by applicable Law to increase its regulatory capital to the extent required to maintain Optimal Regulatory Capital requirements for such fiscal year.

Optimal Regulatory Capital means at any date, with respect to either Itaú-CorpBanca or CorpBanca Colombia, as the case may be, (a) the higher of (i) 120% of the minimum regulatory Capital Ratio required by applicable law of the applicable country and (ii) the average regulatory Capital Ratio of the three largest privately-owned banks (excluding the Itaú-CorpBanca and/or CorpBanca Colombia) (measured in terms of assets) in Chile or Colombia, as the case may be, in each case as of the last day of the most recent fiscal year multiplied by (b) the risk-weighted assets (including any risk-weighted assets of subsidiaries that are consolidated for purposes of calculating minimum regulatory Capital Ratio in such country) of the Itaú-CorpBanca or CorpBanca Colombia, as the case may be, as of the date one year from the last day of the most recent fiscal year assuming that such risk-weighted assets grow during such year at a rate equal to the Minimum Growth Rate.

 

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Minimum Growth Rate for any year shall mean the minimum growth rate of the total assets of Itaú-CorpBanca and CorpBanca Colombia (determined in accordance with IFRS) for the applicable country (e.g., Chile or Colombia) determined in good faith by the board of directors of Itaú-CorpBanca (but in no event exceeding Forecasted System Growth in such country for such year) reasonably necessary to maintain the market share of Itaú-CorpBanca and CorpBanca Colombia (each measured in terms of assets in their respective countries) as of the last day of the immediately preceding year.

Itaú-CorpBanca shall pay an annual dividend equal to 100% of the annual cash distributable earnings, net of any reserves required to maintain Optimal Regulatory Capital, before March 31 of each Fiscal Year. If the portion of such dividend to be received by CorpGroup Parent is less than US$120 million in any fiscal year of the Dividend Period, CorpGroup Parent shall have the right, from and after the date that such dividend is declared to (i) sell to Itaú Unibanco, at a price per share equal to the market price as of the date of the notification to exercise this put right, a number of shares of Company Two equal to (A) US$120 million minus the portion of the annual dividend declared by Itaú-CorpBanca to be received by CorpGroup Parent, divided by (B) the market price of the shares of Itaú-CorpBanca as of the date of the notification to exercise this put right; or (ii) cause Company Two to sell to Itaú Unibanco, a number of shares of Itaú-CorpBanca equal to (A) US$120 million minus the annual dividend declared by Itaú-CorpBanca and to be received by CorpGroup Parent, divided by (B) the market price of such shares as of the date of the notification to exercise this put right. If, as a result of the competitive bidding procedures of the Santiago Stock Exchange, the shares of Itaú-CorpBanca sold by Company Two are unexpectedly sold over the Santiago Stock Exchange to a third party at a higher price, then CorpGroup Parent shall no longer have the right to repurchase such shares of Itaú-CorpBanca from Itaú Unibanco or one of its wholly-owned subsidiaries.

If the put right described above has been exercised, during the five-year period thereafter, CorpGroup Parent shall have the right either to (i) acquire from Itaú Unibanco, a number of shares of Company Two up to the number of shares sold pursuant to such put right at the same price per share as was paid by Itaú Unibanco plus an annual interest rate at the Chilean Índice de Cámara Promedio plus a spread that is not to exceed the lowest spread then being offered by Itaú-CorpBanca to non-governmental borrowers in Chile; or (ii) cause Itaú Unibanco to place an order on the Santiago Stock Exchange to sell to CorpGroup Parent and/or Company Two a number of shares of Itaú-CorpBanca up to the number of shares sold to Itaú Unibanco pursuant to such put right at the same price per share as was paid by Itaú Unibanco plus an annual interest rate at the Chilean Índice de Cámara Promedio plus a spread that is not to exceed the lowest spread then being offered by Itaú-CorpBanca to non-governmental borrowers in Chile. If, as a result of the competitive bidding procedures of the Santiago Stock Exchange, the shares of Itaú-CorpBanca sold by Itaú Unibanco or one of its wholly-owned subsidiaries are sold over the Santiago Stock Exchange to a third party at a higher price, then CorpGroup Parent and/or Company Two shall not have the right to repurchase such shares of Itaú-CorpBanca.

Use of Brands

Itaú Unibanco and CorpGroup Parent have agreed that for so long as Itaú Unibanco owns shares of Itaú-CorpBanca, CorpBanca and its subsidiaries shall have a royalty-free, perpetual license to use the Itaú Brand, whether alone or in conjunction with other trademarks.

Preapproved matters

CorpGroup Parent has agreed to consent to and affirmatively vote its shares of Itaú-CorpBanca at any shareholders’ meeting in favor of the approval of a transaction between the Itaú-CorpBanca’s stock-broker (corredora) Subsidiary and MCC at such time as MCC is wholly owned by an Affiliate of Itaú Unibanco, transaction which may be structured as an acquisition of equity securities of MCC by Itaú-CorpBanca (followed by a merger of such Subsidiary and MCC).

Strategic Transactions

Pursuant to the terms of the Shareholders’ Agreement, CorpGroup Parent and Itaú Unibanco intend to use Itaú-CorpBanca and its subsidiaries as their exclusive vehicle to pursue business opportunities in the Banking Business in Chile, Colombia, Peru and Central America. As a result, if either CorpGroup Parent or Itaú Unibanco, intends to pursue or develop any new business opportunities in the Banking Business in the abovementioned territories, either individually or with third parties, such party shall notify the other party and provide Itaú-CorpBanca

 

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with the exclusive right to pursue such business opportunity prior to presenting it to or pursuing it individually or with third parties. If CorpGroup Parent or Itaú-Unibanco, as the case may be, does not agree to Itaú-CorpBanca pursuing or continue to pursue or consummate such particular business opportunity within thirty (30) days following receipt of such notice, the other party shall have the right to pursue and implement it unilaterally and not through Itaú-CorpBanca.

If CorpGroup Parent agrees to Itaú-CorpBanca pursuing a business opportunity that would require a capital increase and/or a change in the dividend policy of Itaú-CorpBanca, Itaú Unibanco has agreed to provide CorpGroup Parent with long-term financing in an amount reasonably necessary as to finance its subscription of its pro rata share in such capital increase. If, on the other hand, CorpGroup Parent agrees to allow Itaú-CorpBanca to pursue and implement such business opportunity but decides not to participate in the capital increase in connection therewith, Itaú Unibanco will grant CorpGroup Parent a call option with respect to the number of shares that if purchased by CorpGroup Parent at such time would restore its direct and indirect ownership percentage of outstanding shares of Itaú-CorpBanca to its ownership percentage of outstanding shares of Itaú-CorpBanca immediately prior to such capital increase.

Itaú Unibanco’s Paraguay and Uruguay Operations

In respect of Itaú Unibanco’s Paraguay and Uruguay Operations, CorpGroup Parent and Itaú Unibanco have agreed to (i) negotiate in good faith the inclusion of their respective businesses in Paraguay and Uruguay as part of the business owned and operated by Itaú-CorpBanca, (ii) use their reasonable best efforts to agree on the valuation of such businesses in Paraguay and Uruguay and (iii) if CorpGroup Parent and Itaú Unibanco agree on the valuation of such businesses, to transfer to and operate such businesses by Itaú-CorpBanca.

Note Purchase Agreement

On December 31, 2013 CorpBanca Colombia entered into a Note Purchase Agreement with the IFC, a member of the World Bank Group, and the IFC Capitalization (Subordinated Debt) Fund L.P., a Delaware Limited Partnership managed by the IFC Asset Management Company (collectively, the IFC Parties), by means of which CorpBanca Colombia issued bonds for an amount of up to US$170,000,000.00 to be sold to the IFC Parties and the IFC Parties subscribed and paid in full the purchase price for the bonds pursuant to the terms and conditions stated therein.

Sublease Automatic Teller Machine Contract

On November 26, 2008, we entered into a contract with SMU, Rendic Hermanos S.A., Supermercados Bryc S.A. and Distribuidora Super Diez S.A., each a related party, to sublease CorpBanca space in order to install automatic teller machines in the supermarket chains administrated by the previously mentioned corporations. The contract covers a term from November 26, 2008 to June 30, 2019. CorpBanca prepaid the lessors UF1,152,213 for the total amount and term of the spaces subleased. For further information, see Note 32 to our consolidated financial statements included herein.

Systems Operations Services Agreement

We have entered into a Systems Operations Services Agreement with IBM, initially dated March 30, 2001, and covering a term from April 1, 2001 through April 15, 2006 which can be renegotiated periodically. The contract now covers a term from April 16, 2008 to April 30, 2018. Under this agreement, IBM provides outsourcing Computer System Operations services to us and we are obligated to pay fees amounting to UF2,821.7 per month.

Service Contracts

On July 6, 2001, we entered into a Service Contract with our affiliate CorpGroup pursuant to which CorpGroup provides us with professional and technical consulting services including preparation of financial statements, implementing financial and administrative procedures; preparing, analyzing, and providing legal advisory services; and analyzing economic, financial sectors and feasibility of investment plans; we pay fees of approximately UF6,250 per month. On January 27, 2014, we entered into an amendment to the Service Contract which will take effect as of January 1, 2015. Pursuant to this amendment, the Service Contract will be extended for a

 

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further 10-year term beginning on January 1, 2015, subject to certain early termination provisions. Either of the parties may extend the term of the Service Contract for five additional years. Provisions for the payment of expenses were also included in this amendment.

On April 10, 2008, we entered into a Service Contract with our affiliate CorpGroup, pursuant to which CorpGroup provides us with professional and technical consulting services in the finance, capital markets, real estate and operations areas; we pay fees of approximately UF 1,350 per month. On January 27, 2014, we entered into an amendment to the Service Contract which will take effect as of January 1, 2015. Pursuant to the amendment, the Service Contract will be extended for a further 10-year term beginning on January 1, 2015, subject to certain early termination provisions. Either of the parties may extend the term of the Service Contract for five additional years, subject to certain conditions. Provisions for the payment of expenses were also included in this amendment.

On March 27, 2012, we entered into a Service Contract with Mr. Álvaro Saieh Bendeck and our affiliate Corp Group Holding Inversiones Limitada, pursuant to which Corp Group Holding Inversiones Limitada provides us with professional and technical consulting services in all matters related to strategic planning and definitions, new businesses, including acquisitions in Chile or abroad, and management controls; we pay fees of approximately UF 1,250 per month. On January 27, 2014, we entered into an amendment to the Service Contract which will take effect as of January 1, 2015. Pursuant to the amendment, the Service Contract will be extended for a further 10-year term beginning on January 1, 2015, subject to certain early termination provisions. Either of the parties may extend the term of the Service Contract for five additional years, provided that on such date the services continue to be rendered with the participation of Mr. Álvaro Saieh Bendeck. Provisions for the payment of expenses were also included in this amendment.

Software Consulting and Development Agreement

We have entered into a Software Consulting and Development Agreement, for the Integrated Banking System (IBS), dated as of October 4, 2001, with Datapro, Inc. The contract covers a five-year term for system maintenance and adjustments, which is automatically renewable at the end of the term. The contract includes an initial charge for development and user license of US$380,000.00 and a schedule of additional fees for services provided as well as a monthly maintenance fee.

Redbanc Agreement

We have entered into an agreement to participate in the automated teller machine network operated by Redbanc S.A., dated as of April 1, 2001. The contract covers a three-year term which is automatically and successively renewed for equal three-year periods. The purpose of this agreement is to provide services to facilitate the performance of banking objectives. This includes the installation, operation, maintenance, and development of equipment, devices, systems, and services used for the management and operation of automated and non-automated cash and point-of-sale machines and the related services. Redbanc shall invoice and charge us a different monthly fee for each of the services connected to the automated teller machine network.

 

D.

EXCHANGE CONTROLS

The Central Bank of Chile is responsible for, among other things, monetary policies and exchange controls in Chile. Foreign investments can be registered with the Foreign Investment Committee under Decree Law No. 600 of 1974, as amended, or can be registered with the Central Bank of Chile under the Central Bank Act and the Compendio de Normas de Cambios Internacionales, or the Central Bank Foreign Exchange Regulations or the Compendium. The Central Bank Act is a constitutional law requiring a “special majority” vote of the Chilean Congress to be modified.

The Central Bank Foreign Exchange Regulations were amended on April 19, 2001. The main objective of these amendments was to facilitate capital movements from and into Chile and encourage foreign investment. According to the new Central Bank Foreign Exchange Regulations, investors are allowed to freely enter into any kind of foreign exchange transaction, the only restriction being that investors must inform the Central Bank of Chile about certain operations which they have conducted and must conduct certain operations through the Formal

 

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Exchange Market. The types of information related to equity investment that must be reported to the Central Bank of Chile by non-Chilean residents include the occurrence of, among other things, any assignment, substitution, changes in organizational status, change in the form of the investment, or material changes to the terms of the agreement governing the foreign currency transaction. Transactions that are required to be conducted through the Formal Exchange Market include transactions involving foreign commercial bank loans or Chilean company issued bonds, deposits made in Chilean financial institutions by foreign depositors, and equity investments and contributions of capital by foreign investors. The Formal Exchange Market entities through which transactions are conducted will report such transactions to the Central Bank of Chile.

Pursuant to the provisions of Chapter XIV of the Compendium, it is not necessary to seek the Central Bank of Chile’s prior approval in order to establish an ADR facility. The Central Bank of Chile only requires that (i) any foreign investor acquiring shares to be converted into ADSs who has actually brought funds into Chile for that purpose shall bring those funds through the Formal Exchange Market, (ii) any foreign investor acquiring shares to be converted into ADSs informs the Central Bank of Chile of the investment in the terms and conditions described below, (iii) all remittances of funds from Chile to the foreign investor upon the sale of the shares underlying the ADSs or from dividends or other distributions made in connection therewith, shall be made through the Formal Exchange Market, and (iv) all remittances of funds to the foreign investor, whether or not from Chile, shall be informed to the Central Bank of Chile in the terms and conditions described below.

When the shares to be converted into ADSs have been acquired by the foreign investor with funds brought into Chile through the Formal Exchange Market, a registration form shall be filed with the Department of International Financial Operations of the Central Bank of Chile by the foreign investor acting through an entity of the Formal Exchange Market on or before the date on which the foreign currency is brought into Chile. However, if the funds were brought into Chile with a different purpose and subsequently were used to acquire shares to be converted into ADSs, the Department of International Financial Operations of the Central Bank of Chile then shall be informed of such investment by the Custodian within ten days following the end of each fifteen-day period on which the Custodian has to deliver periodic reports to the Central Bank of Chile. If the funds were not brought into Chile, a registration form shall be filed with the Department of International Financial Operations of the Central Bank of Chile by the foreign investor itself or through an entity of the Formal Exchange Market within first 10 days of the month following the date on which the proceeds were used. Any foreign investor (other than the depositary) who has acquired shares and wishes to convert the same into ADSs shall assign to the depositary, prior to any such conversion, any foreign investment rights it may have pursuant to Chapter XIV of the Compendium. Any such assignment shall be filed with the Central Bank of Chile within the first 10 days of the month following its execution.

All payments in U.S. dollars in connection with the ADS facility made from Chile shall be made through the Formal Exchange Market. Pursuant to Chapter XIV of the Compendium no previous authorization from the Central Bank of Chile is required for the remittance of U.S. dollars obtained in the sale of the shares underlying ADSs or from dividends or other distributions made in connection therewith. The entity of the Formal Exchange Market participating in the transfer shall provide certain information to the Central Bank of Chile on the next banking business day. In the event there are payments made outside Chile, the foreign investor shall provide the relevant information to the Central Bank of Chile directly or through an entity of the Formal Exchange Market within the first 10 days of the month following the date on which the payment was made.

Under Chapter XIV of the Compendium payments and remittances of funds from Chile are governed by the rules in effect at the time the payment or remittance is made. Therefore, any change made to Chilean laws and regulations after the date hereof will affect foreign investors who have acquired ADSs or shares to be converted into ADSs. There can be no assurance that further Central Bank of Chile regulations or legislative changes to the current foreign exchange control regime in Chile will not restrict or prevent foreign investors to purchase and remit abroad U.S. dollars, nor can there be any assessment to the duration or impact of such restrictions, if imposed.

This situation is different from the one governing ADSs issued by Chilean companies prior to April 19, 2001. Prior to such date, ADSs representing shares of stock of Chilean corporations were subject to Chapter XXVI of the Compendium, which addressed the issuance of ADSs by Chilean companies and foreign investment contracts entered into among the issuer of the shares, the Central Bank of Chile and the depository pursuant to Article 47 of the Central Bank Act. Chapter XXVI of the Compendium and the corresponding foreign investment contracts granted foreign investors the vested right to acquire dollars with the proceeds obtained in the sale of the underlying

 

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shares of stock, or from dividends or other distributions made in connection therewith and remit them abroad. On April 19, 2001, the Central Bank of Chile eliminated Chapter XXVI of the Compendium and made the establishment of new ADR facilities subject to the provisions of Chapter XIV of the Compendium. All foreign investment contracts executed under the provisions of Chapter XXVI of the Compendium remain in full force and effect and are governed by the provisions in effect at the time of their execution.

The foregoing is a summary of the Central Bank of Chile’s regulations with respect to the issuance of ADSs representing common shares as in force and effect as of the date hereof. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of Chapter XIV of the Compendium, a copy of which is available from CorpBanca upon request.

There can be no assurance that further Central Bank of Chile regulations or legislative changes to the current foreign exchange control regime in Chile will not restrict or prevent foreign investors from purchasing or remitting U.S. dollars, or that further restrictions applicable to foreign investors which affect their ability to remit the capital, dividends or other benefits in connection with the shares of stock will not be imposed by the Central Bank of Chile in the future, nor can there be any assessment to the duration or impact of such restrictions, if imposed.

 

E.

TAXATION

CHILEAN TAX CONSIDERATIONS

The following discussion is based on material Chilean income tax laws presently in force, including Ruling No. 324 of January 29, 1990 of the Chilean Internal Revenue Service and other applicable regulations and rulings. The discussion summarizes the material Chilean income tax consequences of an investment in the ADSs or common shares received in exchange for ADSs by an individual who is not domiciled in or a resident of Chile or a legal entity that is not organized under the laws of Chile and does not have a permanent establishment located in Chile, which we refer to as a foreign holder. For purposes of Chilean law, an individual holder is a resident of Chile if he or she has resided in Chile for more than six consecutive months in one calendar year or for a total of more than six months, whether consecutive or not, in two consecutive tax years. An individual holder is domiciled in Chile if he or she resides in Chile with the purpose of staying in Chile (such purpose to be evidenced by circumstances such as the acceptance of employment within Chile or the relocation of his or her family to Chile). This discussion is not intended as tax advice to any particular investor, which can be rendered only in light of that investor’s particular tax situation.

Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign holders, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another statute. In addition, the Chilean tax authorities issue rulings and regulations of either general or specific application interpreting the provisions of Chilean tax law. Absent a retroactive law, Chilean taxes may not be assessed retroactively against taxpayers who act in good faith relying on such rulings and regulations, but Chilean tax authorities may change said rulings and regulations prospectively. There is no general income tax treaty in force between Chile and the United States (although a treaty has been signed it has not yet been ratified by each country and therefore is not yet effective).

CASH DIVIDENDS AND OTHER DISTRIBUTIONS

Cash dividends paid by us with respect to the ADSs or common shares held by a foreign holder will be subject to a 35% Chilean withholding tax, which is withheld and paid over to the Chilean tax authorities by us. We refer to this as the Chilean withholding tax. A credit against the Chilean withholding tax is available based on the level of corporate income tax, or first category tax, actually paid by us on the taxable income to which the dividend is imputed; however, this credit does not reduce the Chilean withholding tax on a one-for-one basis because it also increases the base on which the Chilean withholding tax is imposed. In addition, distribution of book income in excess of retained taxable income is subject to the Chilean withholding tax, but such distribution is not eligible for the credit. In case such withholding is determined to be excessive at the end of the year, foreign holders will have rights to file for the reimbursement of the excess withholding. Under Chilean income tax law, for purposes of determining the level of the first category tax that has been paid by us, dividends generally are assumed to have been paid out of our oldest retained taxable profits. The first category tax rate is 20%. The foregoing tax consequences apply to cash dividends paid by us. Dividend distributions made in property (other than common shares) will be subject to the same Chilean tax rules as cash dividends.

 

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CAPITAL GAINS

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. The deposit and withdrawal of common shares in exchange for ADRs will not be subject to any Chilean taxes.

Gains recognized on a sale or exchange of common shares received in exchange for ADSs (as distinguished from sales or exchanges of ADSs representing such common shares) by a foreign holder will be subject to both the first category tax and the Chilean withholding tax (the former being creditable against the latter) if (1) the foreign holder has held such common shares for less than one year since exchanging ADSs for the common shares, (2) the foreign holder acquired and disposed of the common shares in the ordinary course of its business or as a regular trader of stock, or (3) the sale is made to a company in which the foreign holder holds an interest (10% or more of the shares in the case of open stock corporations). A 35% withholding tax is imposed on the amount of the sale or exchange of common shares received in exchange for ADSs, less a Chilean credit tax. In all other cases, gain on the disposition of common shares will be subject only to the first category tax levied as a sole tax. However, in these latter cases, if it is impossible to determine the taxable capital gain, a 5% withholding will be imposed on the total amount to be remitted abroad without any deductions as a provisional payment of the total tax due.

The tax basis of common shares received in exchange for ADSs will be the acquisition value of such shares. The valuation procedure set forth in the deposit agreement, which values common shares that are being exchanged at the highest price at which they trade on the Santiago Stock Exchange on the date of the exchange, generally will determine the acquisition value for this purpose. Consequently, the conversion of ADSs into common shares and sale of such common shares for the value established under the deposit agreement will not generate a capital gain subject to taxation in Chile to the extent that the sale price is equal to the acquisition value at the time of redemption as discussed above. In the event the sale price exceeds the acquisition value of such shares determined as explained above, such capital gain will be subject to first category tax and the Chilean withholding tax as discussed above.

The distribution and exercise of preemptive rights relating to the common shares 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 the first category tax and the Chilean withholding tax (the former being creditable against the latter to the extent described above).

Exempt capital gains - Article 107 of the Chilean Income Tax Law

According to Article 107 of the Chilean Income Tax Law, the sale and disposition of shares of Chilean public corporations which are significantly traded on a Chilean stock exchange is not levied by any Chilean tax on capital gains if the sale or disposition was made:

 

   

on a local stock exchange authorized by the SVS or in a tender offer process according to Title XXV of the Chilean Securities Market Law, so long as the shares (1) were purchased on a public stock exchange or in a tender offer process pursuant to Title XXV of the Chilean Securities Market Law, (2) are newly issued shares issued in a capital increase or incorporation of the corporation, (3) were acquired as a result of the exchange of convertible securities, or (4) were a contribution or redemption of securities in accordance with Article 109 of the Chilean Income Tax Law. In this case, gains exempted from Chilean taxes shall be calculated using the criteria set forth in the Chilean Income Tax Law; or

   

within 90 days after the shares would have ceased to be significantly traded on the stock exchange. In such case, the gains exempted from Chilean taxes on capital gains will be up to the average price per share of the last 90 days in which the shares were significantly traded on the stock exchange. Any gains above the average price will be taxable capital gains.

For purpose of the bullets above, shares are considered to be significantly traded on a Chilean stock exchange when they (1) are registered in the securities registry, (2) are registered in a Chilean Stock Exchange; and (3) have an adjusted presence equal to or above 25% or have a “Market Maker” according to the SVS Ruling No 327 dated January 17, 2007. Currently, our shares are considered to be significantly traded on a Chilean stock exchange.

 

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OTHER CHILEAN TAXES

No Chilean inheritance, gift or succession taxes apply to the transfer or disposition of the ADSs by a foreign holder but such taxes generally will apply to the transfer at death or by a gift of common shares by a foreign holder. No Chilean stamp, issue, registration or similar taxes or duties apply to foreign holders of ADSs or common shares.

WITHHOLDING TAX CERTIFICATES

Upon request, we will provide to foreign holders appropriate documentation evidencing the payment of the Chilean withholding tax.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

This section is a summary of certain U.S. federal income tax consequences applicable to the acquisition, ownership and disposition by a U.S. holder (as defined below) of ADSs or common shares. This summary applies to you only if you are a U.S. holder and you hold your ADSs or common shares as capital assets (generally, property held for investment) for U.S. federal income tax purposes. This summary is not a comprehensive description of all of the tax consequences that may be relevant to a decision to purchase, hold or dispose of our ADSs or common shares.

This section does not apply to you if you are a U.S. holder subject to special rules, including for example:

 

   

a dealer in securities;

   

a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;

   

a regulated investment company;

   

a real estate investment trust;

   

a tax-exempt organization;

   

a bank or other financial institution;

   

a life insurance company;

   

a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) or a partner or owner therein;

   

a person liable for alternative minimum tax;

   

a person that actually or constructively owns 10% or more of the bank’s shares;

   

a person that holds ADSs or common shares as part of a straddle, a hedging, conversion or constructive sale transaction; or

   

a person whose functional currency is not the U.S. dollar.

This section is based on the Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing and proposed regulations, published rulings, and court decisions, all as of the date of this Annual Report. These laws are subject to change, possibly on a retroactive basis, and to differing interpretations. This summary does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift or alternative minimum tax considerations. On February 4, 2010, a comprehensive income tax treaty between the United States and Chile was signed, however such treaty has not yet been ratified by each country and therefore is not yet effective. It is unclear at this time when such treaty will be ratified by both countries. You should consult your tax advisor regarding the ongoing status of this treaty and, if ratified, the impact such treaty would have on the consequences described in this Annual Report.

As used herein, the term “U.S. holder” means a beneficial owner of ADSs or common shares who is:

 

   

an individual who is a citizen or resident of the United States,

   

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia,

   

an estate whose income is subject to U.S. federal income tax regardless of its source, or

   

a trust if such trust validly elects to be treated as a U.S. person (as defined under the Code) for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration, and (2) one or more U.S. persons have the authority to control all of the substantial decisions of such trust.

 

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If a partnership (or other entity treated as such for U.S. federal income tax purposes) holds the ADSs or common shares, the U.S. federal income tax treatment of a partner or owner of such entity will generally depend on the status of the partner or owner and the tax treatment of such entity. A partner or owner in an entity holding the ADSs or common shares should consult its tax advisor with regard to the U.S. federal income tax treatment of its investment in the ADSs or common shares.

Prospective investors should consult their tax advisors as to the particular tax considerations applicable to them relating to the acquisition, ownership and disposition of our ADSs or common shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

OWNERSHIP OF ADSs

In general

The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the relevant deposit agreement and any related agreement will be performed in accordance with the terms. For U.S. federal income tax purposes, if you are a holder of ADSs, you generally will be treated as the owner of our common shares represented by such ADSs. Accordingly, deposits or withdrawals of common shares for ADSs will not be subject to U.S. federal income tax. The U.S. Treasury Department has expressed concern that depositaries for ADRs, or other intermediaries between the holders of shares of an issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. holders of such receipts or shares. These actions would also be inconsistent with claiming the reduced rate for “qualified dividend income” described below. Accordingly, the analysis regarding the availability of a U.S. foreign tax credit for Chilean withholding taxes and sourcing rules described below and availability of the reduced rate for qualified dividend income could be affected by future actions that may be taken by the U.S. Treasury Department.

Taxation of distributions

Subject to the PFIC rules discussed below, if you are a U.S. holder, the gross amount of any distribution of cash or property (including the net amount of Chilean taxes withheld, if any, on the distribution, after taking into account the credit for first category tax, as discussed above under “—Chilean Tax Considerations—Cash Dividends and Other Distributions”), paid by the bank out of its current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be includable in gross income as ordinary dividend income. You must include the net amount of Chilean tax withheld, if any, from such distribution in gross income even though you do not in fact receive it. The dividend is taxable to you when you, in the case of common shares, or the depositary, in the case of ADSs, receive the dividend, actually or constructively. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in the ADSs or common shares and thereafter as either long-term or short-term capital gain, depending on whether you have held our ADSs or common shares for more than one year at the time of the distribution. The bank does not currently maintain, and does not intend to maintain, calculations of our earnings and profits in accordance with U.S. federal income tax principles. Consequently, a U.S. investor should treat the entire amount of any distribution received as a dividend. As used below, the term “dividend” means a distribution that constitutes a dividend for U.S. federal income tax purposes.

If you are a non-corporate U.S. holder, dividends paid to you may constitute qualified dividend income and be taxable to you at a reduced rate provided that (1) certain holding period requirements are met, (2) the ADSs or common shares are considered to be readily tradable on an “established securities” market in the United States, and (3) the bank is not a PFIC. Under U.S. Internal Revenue Service, or IRS, authority, ADSs are considered for purposes of clause (2) above to be readily tradable on an established securities market in the United States because they are listed on the NYSE. Based on existing guidance, it is not entirely clear whether dividends received with respect to the common shares will be treated as qualified dividend income because the common shares are not

 

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themselves listed on a U.S. exchange. Moreover, as discussed below, under “—Passive Foreign Investment Company rules”, we believe that we will not be treated as a PFIC for U.S. federal income tax purposes with respect to our 2013 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. You should consult your tax advisor regarding the availability of the reduced rate for dividends paid with respect to our ADSs or common shares. Dividends paid by us generally will not be eligible for the dividends-received deduction available to certain U.S. corporations.

The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the Chilean peso payments made, determined at the spot Chilean peso/U.S. dollar rate on the date the dividend distribution is actually or constructively received by you or the depositary, regardless of whether the payment is in fact converted into U.S. dollars at that time. If the dividend is converted to U.S. dollars on the date of receipt, a U.S. holder generally will not recognize a foreign currency gain or loss. However, if the U.S. holder converts the Chilean pesos into U.S. dollars on a later date, the U.S. holder must include in income any gain or loss resulting from any exchange rate fluctuations. The gain or loss will be equal to the difference between (1) the U.S. dollar value of the amount included in income when the dividend was received, and (2) the amount received on the conversion of the Chilean pesos into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date you convert the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the reduced tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. U.S. holders should consult their own tax advisors regarding the tax consequences to them if the bank pays dividends in Chilean pesos or any other non-U.S. currency. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution.

Subject to certain limitations (including minimum holding period requirements), the net amount of Chilean income tax withheld and paid over to the Chilean taxing authorities (after taking into account the credit for first category tax, when available) will generally be creditable or deductible against your U.S. federal income tax liability. However, if the amount of Chilean withholding tax initially withheld from a dividend is determined under applicable Chilean law to be excessive (as described above under “—Chilean Tax Considerations—Cash Dividends and Other Distributions”), the excess tax may not be creditable. Special rules apply in determining the foreign tax credit limitation with respect to dividends received by individuals that are subject to the reduced tax rate for qualified dividends. Dividends will be treated as income from sources outside the United States and generally be categorized as “passive category income” for most U.S. holders for U.S. foreign tax credit purposes. A U.S. holder that does not elect to claim a credit for any foreign income taxes paid during the taxable year may instead claim a deduction in respect of such foreign income taxes, provided that the U.S. holder elects to deduct (rather than credit) all foreign income taxes paid or accrued during the taxable year. This discussion does not address special rules that apply to U.S. holders who, for purposes of determining the amount of the foreign tax credit, take foreign income taxes into account when accrued. The rules governing foreign tax credits are complex and a U.S. holder should consult its own tax advisor regarding the availability of foreign tax credits under its particular circumstances.

Taxation of dispositions

Subject to the PFIC rules discussed below, if you are a U.S. holder and you sell, exchange or otherwise dispose of your ADSs or common shares in a taxable disposition, you will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount that you realize and your tax basis, determined in U.S. dollars, in your ADSs or common shares. Any such gain or loss will be long-term capital gain or loss if your ADSs or common shares have been held for more than one year. Certain non-corporate U.S. holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations.

If you are a U.S. holder of our ADSs or common shares, the initial tax basis of your ADSs or common shares will be the U.S. dollar purchase price or, if purchased in Chilean pesos, the U.S. dollar value of the Chilean peso-denominated purchase price determined on the date of purchase. If the common shares are treated as being

 

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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 common shares by translating the amount paid at the spot rate of exchange on the settlement date of the purchase. If you convert U.S. dollars to Chilean pesos and immediately use the currency to purchase common shares, such conversion generally will not result in taxable gain or loss to you.

The amount realized generally will be equal to the amount of cash or the fair market value of any other property received. With respect to the sale, exchange or other taxable disposition of our common shares, if the payment received is in Chilean pesos, the amount realized 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, and (2) the date of disposition in the case of an accrual basis U.S. holder. If our common shares 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.

If a Chilean income tax is withheld on the sale, exchange or other taxable disposition of our ADSs or common shares, the amount realized by a U.S. holder will include the gross amount of the proceeds of that sale, exchange or other taxable disposition before deduction of the Chilean income tax. Capital gain or loss, if any, realized by a U.S. holder on the sale, exchange or other taxable disposition of ADSs or common shares generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, in the case of a gain from the disposition of a common share that is subject to Chilean income tax, the U.S. holder may not be able to benefit from the foreign tax credit for that Chilean income tax (i.e., because the gain from the disposition would be U.S. source), unless the U.S. holder can apply the credit against U.S. federal income tax payable on other income from foreign sources. Alternatively, the U.S. holder may take a deduction for the Chilean income tax, provided that the U.S. holder elects to deduct all foreign taxes paid or accrued for the taxable year. The rules governing foreign tax credits are complex and a U.S. holder should consult its own tax advisor regarding the availability of foreign tax credits under its particular circumstances.

Passive Foreign Investment Company rules

Based upon our current estimates, expectations and projections of the value and classification of our assets and the sources and nature of our income, we believe that the bank’s ADSs and common shares should not be treated as stock of a PFIC for U.S. federal income tax purposes for 2013, our current taxable year or in the foreseeable future, including after the anticipated combination of the bank and Itaú following the Itaú-CorpBanca Merger, but this conclusion is a factual determination that is made annually and there can be no assurance that we will not be considered a PFIC for the current taxable year or any subsequent taxable year. Our actual PFIC status for our current taxable year ending December 31, 2014 will not be determinable until after the close of our current taxable year ending December 31, 2014 and accordingly, there is no guarantee that we will not be a PFIC for 2014 or any future taxable year.

In general, if you are a U.S. holder, the bank will be a PFIC with respect to you if for any taxable year in which you held the bank’s ADSs or common shares:

 

   

at least 75% of the bank’s gross income for the taxable year is “passive income”; or

   

at least 50% of the value, determined on the basis of a quarterly average, of the bank’s assets is attributable to assets that produce or are held for the production of passive income.

Passive income for this purpose generally includes dividends, interest, royalties, rents, annuities and gains from assets that produce passive income. We will be treated as owning our proportionate share of the assets and earnings and our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% by value of the stock of another corporation. If we are a PFIC for any year during which you hold our ADSs or common shares, you will generally be required to treat our ADSs or common shares as stock in a PFIC for all succeeding years during which you hold our ADSs or common shares, even if the bank does not otherwise meet the PFIC tests for any such succeeding year.

We are unable to determine with certainty that we are not a PFIC because the application of the PFIC rules to banks is unclear under present U.S. federal income tax law. Banks generally derive a substantial part of their

 

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income from assets that are interest bearing or that otherwise could be considered passive under the PFIC rules. The IRS has issued a notice and has proposed regulations, referred to as the active bank exception, that exclude from passive income any income derived in the active conduct of a banking business by a qualifying foreign bank. The IRS notice and proposed regulations each 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. Moreover, the proposed regulations have been outstanding since 1994 and will not be effective unless finalized.

We believe that we should qualify as an active bank under both the notice and the proposed regulations, assuming that the proposed regulations are finalized in their current form. Accordingly, based on our present regulatory status under Chilean law, the present nature of our activities and the present composition of our assets and sources of income, we do not believe we were a PFIC for the taxable year ending December 31, 2013 (the latest period for which the determination can be made) and we also do not expect to be a PFIC for the current taxable year or for any future taxable years. However, if the Itaú-CorpBanca Merger is successfully consummated, whether we qualify as an active bank and whether we are a PFIC for the taxable year including such consummation and any subsequent taxable year will depend on the activities of the combined bank and, in part, on the composition of assets currently owned by Itaú and the types of income that these assets generate in future taxable years. As a result, although we expect to qualify as an active bank and we do not expect to be a PFIC for the taxable year of the consummation of the Itaú-CorpBanca Merger and in subsequent taxable years, at this time there can be no assurance that this will be the case

However, because a PFIC determination is a factual determination that must be made following the close of each taxable year and is based on, among other things, the market value of our assets and shares, and because the proposed regulations (although proposed to be retroactive in application) are not currently in force, our PFIC status may change and there can be no assurance that we will not be considered a PFIC for the current taxable year or any subsequent taxable year. If the bank is treated as a PFIC for any year in which you hold ADSs or common shares, and you are a U.S. holder that did not make a mark-to-market election, as described below, you will be subject to special rules with respect to:

 

   

any gain you realize on the sale or other disposition (including certain pledges) of your ADSs or common shares; and

   

any “excess distribution” that the bank makes to you (generally, any distributions to you during a single taxable year that are greater than 125% of the average annual distributions received by you in respect of the ADSs or common shares during the three preceding taxable years or, if shorter, your holding period for the ADSs or common shares).

Under these rules:

 

   

the gain or excess distribution will be allocated ratably over your holding period for the ADSs or common shares;

   

the amount allocated to the taxable year in which you realized the gain or excess distribution will be taxed as ordinary income;

   

the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year; and

   

the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ADSs or common shares cannot be treated as capital, even if you hold the ADSs or ordinary shares as capital assets. If we were a PFIC, certain subsidiaries and other entities in which we have a direct or indirect interest may also be PFICs, or 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 (1) certain distributions by a Lower-tier PFIC and (2) certain dispositions 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.

 

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Alternatively, a U.S. holder of “marketable stock” (as defined below) may make a mark-to-market election. If you make this election, you will not be subject to the PFIC rules described above. Instead, in general, you will include as ordinary income each year the excess, if any, of the fair market value of your ADSs or common shares at the end of the taxable year over your adjusted basis in your ADSs or common shares. These amounts of ordinary income will not be eligible for the reduced tax rates applicable to qualified dividend income or long-term capital gains. You will also be allowed to take an ordinary loss in respect of both (1) the excess, if any, of the adjusted basis of your ADSs or common shares over their fair market value at the end of the taxable year and (2) any loss realized on the actual sale or disposition of the ADSs or common shares, but in each case only to the extent of the net amount of previously included income as a result of the mark-to-market election. Any loss on an actual sale of your ADSs or common shares would be a capital loss to the extent it exceeds any previously included mark-to-market income not offset by previous ordinary deductions. Your basis in the ADSs or common shares will be adjusted to reflect any such income or loss amounts.

The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded in other than de minimis quantities on at least 15 days during each calendar quarter on a qualified exchange, including the NYSE, or other market, as defined in applicable regulations. The ADSs are listed on the NYSE, and we expect, although no assurance can be given, that they will be regularly traded on the NYSE. It is unclear whether the common shares will be treated as “marketable stock” for purpose of the mark-to-market rules. In addition, the mark-to-market election generally would not be effective for any Lower-tier PFICs. You are urged to consult your own tax advisors regarding the U.S. federal income tax consequences that would arise if we are treated as a PFIC while you hold ADSs or common shares.

Notwithstanding any election you make with regard to the ADSs or common shares, dividends that you receive from us will not constitute qualified dividend income to you, and therefore are not eligible for the reduced tax rate described above, if the bank is a PFIC either in the taxable year of the distribution or any preceding taxable year during which you held our ADSs or common shares. Instead, you must include the gross amount of any such dividend paid by us out of the bank’s accumulated earnings and profits (as determined for U.S. federal income tax purposes) in your gross income, and these amounts will be subject to tax at rates applicable to ordinary income.

If you directly (and, in some cases, indirectly) own ADSs or common shares that are treated as PFIC shares with respect to you during a taxable year, you will be required to file an annual report on IRS Form 8621for such taxable year.

In addition, if we are a PFIC, we do not intend to prepare or provide you with the information necessary to make a “qualified electing fund” election, which, like the mark-to-market election, is a means by which U.S. taxpayers may elect out of the tax treatment that generally applies to PFICs.

You are urged to consult your tax advisor regarding the application of the PFIC rules to your investment in ADSs or common shares, including 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.

Possible Foreign Account Tax Compliance Act Withholding

Pursuant to Sections 1,471 through 1,474 of the Code and U.S. Treasury Regulations promulgated thereunder, or FATCA, a 30% withholding tax may be imposed on all or some of the payments on the ADSs or our common stock after December 31, 2016 to holders and non-U.S. financial institutions receiving payments on behalf of holders that, in each case, fail to comply with information reporting, certification and related requirements. Under current guidance, the amount to be withheld is not defined, and it is not yet clear whether or to what extent payments on the ADSs or shares of our common stock may be subject to this withholding tax. This withholding tax, if it applies, could apply to any payment made with respect to the ADSs or our common stock. Moreover, withholding may be imposed at any point in a chain of payments if a non-U.S. payee fails to comply with U.S. information reporting, certification and related requirements. Accordingly, ADSs or shares of our common stock held through a non-compliant institution may be subject to withholding even if the holder otherwise would not be subject to withholding. You should consult your tax advisor regarding potential U.S. federal withholding taxes imposed under FATCA.

 

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If FATCA withholding is required, the Bank will not be required to pay any additional amounts with respect to any amounts withheld. Certain beneficial owners of ADSs or our common stock that are not foreign financial institutions generally will be entitled to refunds of any amounts withheld under FATCA, but this may entail significant administrative burden. U.S. holders are urged to consult their tax advisers regarding the application of FATCA to their ownership of the ADSs or our common stock.

Medicare tax

A 3.8% tax is imposed on the lesser of (i) modified adjusted gross income in excess of US$200,000 (US$250,000 for joint-filers), and (ii) net investment income of certain individuals, trusts and estates. For these purposes, net investment income will generally include any dividends paid to you with respect to the ADSs or common shares and any gain realized on the sale, exchange or other taxable disposition of an ADS or common share.

Backup withholding tax and information reporting requirements

U.S. backup withholding tax and information reporting requirements generally apply to certain payments to certain non-exempt holders of ADSs or common shares. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, ADSs or common shares made within the United States, or by a U.S. payor or U.S. middleman, to a holder of ADSs or common shares, other than an exempt recipient. A payor will be required to withhold U.S. backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, ADSs or common shares within the United States, or by a U.S. payor or U.S. middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such U.S. backup withholding tax requirements.

Backup withholding is not an additional tax. Any U.S. backup withholding tax generally will be allowed as a credit against the holder’s U.S. federal income tax liability or, to the extent the withheld amount exceeds such liability, refunded upon the timely filing of a U.S. federal income tax return.

Certain U.S. investors are subject to reporting requirements in connection with the holding of certain foreign financial assets, including our ADSs or common shares that they own, either directly or through certain foreign financial institutions, but only if the aggregate value of all of such assets exceeds US$50,000. Such investors are subject to penalties if they are required to submit such information to the IRS and fail to do so. You should consult your tax advisor regarding the application of these new reporting requirements to your particular situation.

The above description is not intended to constitute a complete analysis of all tax consequences relating to the purchase, ownership or disposition of the ADSs or common shares. Investors deciding on whether or not to invest in ADSs or common shares should consult their own tax advisors concerning the tax consequences of their particular situations.

 

F.

DIVIDENDS AND PAYING AGENTS

Not applicable.

 

G.

STATEMENT BY EXPERTS

Not applicable.

 

H.

DOCUMENTS ON DISPLAY

We are subject to the information requirements of the Exchange Act, except that as a foreign issuer, we are not subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act. In accordance with these statutory requirements, we file or furnish reports and other information with the SEC. Reports and other information filed or furnished by us with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 100 F Street, N.E., Washington, D.C. 20549, and at the SEC’s regional offices at 233 Broadway, New York, New York 10279 and Northwestern Atrium Center, 500 West Madison Street,

 

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Suite 1400, Chicago, Illinois 60661-2511. Copies of such material may also be inspected at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005, on which our ADSs are listed. In addition, the SEC maintains a website that contains information filed electronically with the SEC, which can be accessed on the internet at http://www.sec.gov. The information contained on this website does not form part of this annual report on Form 20-F.

Additional documents concerning CorpBanca which are referred to in this Annual Report may be inspected at our offices at Rosario Norte 660, Las Condes, Santiago, Chile.

 

I.

SUBSIDIARY INFORMATION

Not applicable.

ITEM 11.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT FINANCIAL RISK

 

A.

Definition and Principles of Financial Risk Management

This section describes the financial risks, liquidity risk and market risks to which we are exposed in our business activities. Additionally, an explanation is included of the internal tools and regulatory methods used to control these risks, portfolios over which these market risks approach are applied and quantitative disclosures that demonstrate the level of exposure to financial risk we assumed.

The principal types of inherent risk in our business are market, liquidity, operational and credit risk. The effectiveness with which we are able to manage the balance between risk and reward is a significant factor in our ability to generate long-term stable earnings growth. Our senior management places great emphasis on risk administration.

Our policy with respect to asset and liability management is to maximize our net interest income and return on assets and equity while managing interest rate, liquidity and foreign exchange risks while remaining within the limits provided by Chilean banking regulations and internal risk policies and limits.

Our asset and liability management policies are developed by our Asset & Liability Committee, or our A&L Committee, following guidelines established by our Board of Directors. The A&L Committee is composed of eleven members, including a director, the CEO, the Division Manager—Treasury and International, the Financial Risk Manager, our CFO, and the Division Managers of Management Control and Planning, Retail Banking, Financial Services Offered Through Subsidiaries and Commercial Banking, represented by the Managers of the Corporate and Commercial Banking Divisions. The role of the Financial Risk Manager and the A&L Committee is to ensure that our treasury and international division’s operations are consistently in compliance with our internal risk policies and limits, as well as applicable regulations. The A&L Committee typically meets once per month. Senior members of our treasury and international division meet regularly with the A&L Committee and outside consultants to discuss our asset and liability position. The members of our financial risk management department are not employed in our banking operations or treasury and international division.

The market risk and control department’s activities consist of (i) applying VaR techniques (as discussed below), (ii) marking to market our fixed income portfolio, derivatives portfolio and measuring daily profit and loss from trading activities, (iii) comparing VaR and other exposures against the established limits, and (iv) providing information about trading activities to the A&L Committee, other members of senior management and the treasury and international division.

Our financial risk analysis focuses on managing risk exposure relating to (i) the interest rate risk relating to fixed income portfolio (comprised of a “trading” portfolio and “an available-for-sale” portfolio), which contains mainly Chilean government bonds, Colombian government bonds, corporate bonds, letters of credit loans issued by third parties and interest rate derivatives, (ii) the interest rate risk relating to asset and liability positions, (iii) liquidity risk, and (iv) our net foreign currency position, which includes all of our assets and liabilities in foreign currencies (mainly U.S. dollars), including derivatives that hedge certain foreign currency mismatches that arise between investments and the funding thereof.

 

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  1.

Market Risk

 

  a)

Definition

Market risk is the exposure to economic gains or losses caused by movements in prices and market variables. This exposure stems from both the trading book, where positions are valued at fair value, and the banking book, which is at amortized cost. The different valuation methodologies require the use of diverse tools to measure and control the impact on either the value of the Bank’s positions or its financial margin.

Decisions as to how to manage these risks are reviewed by committees, the most important of which is the Asset-Liability, or A&L Committee.

Each of the activities are measured, analyzed and reported on a daily basis using different metrics to ascertain their risk profiles.

Interest Rate Sensitivity

A key component of our asset and liability policy is the management of interest rate sensitivity. Interest rate sensitivity is the relationship between market interest rates and net interest income due to the maturity or re-pricing characteristics of interest-earning assets and interest bearing liabilities. For any given period, the pricing structure is matched when an equal amount of such assets and liabilities mature or re-price in that period. Any mismatch of interest-earning assets and interest bearing liabilities is known as a gap position. A positive gap denotes asset sensitivity and means that an increase in interest rates would have a positive effect on net interest income while a decrease in interest rates would have a negative effect on net interest income. Accordingly, a negative gap denotes asset sensitivity and means that a decrease in interest rates would have a negative effect on net interest income while an increase in interest rates would have a positive effect on net interest income.

Our interest rate sensitivity strategy takes into account not only the rates of return and the underlying degree of risk, but also liquidity requirements, including minimum regulatory cash reserves, mandatory liquidity ratios, withdrawal and maturity of deposits, capital costs and additional demand for funds. Our maturity mismatches and positions are monitored by our A&L Committee and are managed within established limits.

Exchange Rate Sensitivity

In recent years, our operating income has benefited from fluctuations in the exchange rate between the Chilean peso and the U.S. dollar due to our policy. However, devaluation or appreciation of the Chilean peso against the U.S. dollar or other currencies in which we hold non-hedged positions could be expected to have the following principal effects:

 

   

If we maintain a net asset position (or positive gap) in U.S. dollars and a devaluation of the Chilean peso against the dollar occurs, we would record a related gain, and if an appreciation of the Chilean peso occurs, we would record a related loss,

   

If we maintain a net liability position (or negative gap) in U.S. dollars and a devaluation of the Chilean peso against the dollar occurs, we would record a related loss, and if an appreciation of the Chilean peso occurs, we would record a related gain,

   

If the inflation rate, reflected on a UF-value variation, for a period exceeded the devaluation of the Chilean peso against the U.S. dollar during the same period, we would record a related gain if it had a net asset position (or positive gap) in UFs which exceeded a net liability position (or negative gap) in U.S. dollars, and we would record a related loss if we had a net liability position (or negative gap) in U.S. dollars which exceeded a net asset position (or positive gap) in UFs. The same effect would occur if there were an appreciation of the Chilean peso against the U.S. dollar, and

   

If the inflation rate, reflected on a UF-value variation, for a period were lower than the rate of devaluation of the Chilean peso against the U.S. dollar during the same period, we would record a related gain if we maintained a net asset position (or positive gap) in U.S. dollars and a net liability position (or negative gap) in UFs and, accordingly, we would record a related loss if we had a net liability position (or negative gap) in U.S. dollars and a net asset position (or positive gap) in UFs.

 

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The following section describes the main risk factors along with the tools we use to monitor the most important impacts of market risk factors to which the Bank and its subsidiaries are exposed.

1. Risk Factors

a) Foreign Exchange Risk

Foreign exchange risk is the exposure to adverse movements in the exchange rates of currencies other than the base currency for all balance sheet and off-balance sheet positions.

 

   

The main sources of foreign exchange risk are:

   

Positions in foreign currency (FX) within the trading book.

   

Currency mismatches between assets and liabilities in the banking book.

   

Cash flow mismatches in different currencies.

   

Structural positions produced from consolidating assets and liabilities from our foreign branches and subsidiaries denominated in currencies other than the Chilean peso. As a result, movements in exchange rates can generate volatility within the bank’s income statement and equity. This effect is known as “translation risk”.

b) Indexation Risk

Indexation risk is the exposure to changes in indexed units (e.g. UF, UVR or others) linked to domestic or foreign currency in which any instruments, contracts or other transactions recorded in the balance sheet may be denominated.

c) Interest Rate Risk

Interest rate risk is the exposure to movements in market interest rates. Changes in market interest rates can affect both the price of trading instruments and the net interest margin and other gains from the banking book such as fees. Likewise, fluctuations in interest rates can affect the underlying value of our assets and liabilities and of derivative instruments that are recorded off balance sheet at fair value.

Interest rate risk can be represented by sensitivities to parallel and/or non-parallel yield shifts with the effects reflected in the prices of instruments, the financial margin and equity.

Movements in interest rates can be explained by at least the following risk factors:

 

   

Systemic risk

   

Funding liquidity risk

   

Credit risk

   

Specific risk

 

  (i)

Prepayment or Call Risk

This risk arises from the possible prepayment (partial or full) of any transaction before its contractual maturity, generating the need to reinvest the freed cash flows at a different rate than that of the prepaid transaction.

 

  (ii)

Underwriting Risk

This risk arises as a result of the Bank underwriting a placement of bonds or other debt instruments, taking on the risk of coming to own the portion of the issuance that could not be placed among potential interested parties.

d) Correlation Risk

Correlation risk is the exposure to changes in estimated correlations between the relative value of two or more assets, or a difference between the effective and estimated correlation over the life of the transaction.

 

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e) Market Liquidity Risk

Market liquidity risk is the exposure to losses as a result of the potential impact on transaction prices or costs in the sale or closure of a position. This risk is related to the particular market’s degree of depth.

f) Volatility Risk

In addition to the exposure related to the underlying asset, issuing options has other risks. These risks arise from the non-linear relationship between the gain generated by the option and the price and level of the underlying factors, as well as the exposure to changes in the perceived volatility of these factors.

 

  b)

Management Principles

The following principles govern the market risk management efforts of CorpBanca and its subsidiaries:

 

   

Business and trades are conducted in line with established policies, pre-approved limits, guidelines, procedure controls and clearly defined delegation of decision-making authority, in compliance with applicable laws and regulations.

   

The Bank’s organizational structure must ensure effective segregation of duties so that trading, monitoring, accounting and risk measurement and management are performed and reported independently using a dual-control system.

   

Trading of new products and participation in new markets can only take place if:

   

The product has been approved by the Bank’s New Product Committee.

   

A full assessment has been conducted to determine if the activity falls within the bank’s general risk tolerance and specific commercial objectives.

   

Proper controls and limits have been set for that activity.

   

The limits, terms and conditions stipulated in the authorizations are monitored on a daily basis and any excesses are reported no later than the following day.

   

Trading positions are valued each day at fair value in accordance with the Valuation Policy.

   

All trades must be executed at current market rates.

 

  2.

Funding Liquidity Risk

 

  a)

Definition

Funding liquidity risk is the exposure of the bank and its subsidiaries to events that affect their ability to meet, in a timely manner and at reasonable costs, cash payment obligations arising from maturities of time deposits that are not renewed, withdrawals from demand accounts, maturities or settlements of derivatives, liquidations of investments or any other payment obligation.

Financial institutions are exposed to funding liquidity risk that is intrinsic to the role of intermediary that they play in the economy. In general, in financial markets demand for medium or long-term financing is usually much greater than the supply of funds for those terms while short-term financing is in considerable supply. In this sense, the role of intermediary played by financial institutions, which assume the risk of satisfying the demand for medium and long-term financing by brokering short-term available funds, is essential for the economy to function properly.

Appropriately managing funding liquidity risk not only allows contractual obligations to be met in a timely manner, but also enables:

 

   

the liquidation of positions, when it so decides, to occur without significant losses.

   

the commercial and treasury activities of the bank and its subsidiaries to be financed at competitive rates.

   

the Bank to avoid fines or regulatory sanctions for not complying with regulations.

 

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  b)

Management Principles

The principles used to manage funding liquidity risk include:

 

   

Balancing strategic liquidity objectives with corporate profitability objectives, designing and implementing investment and financing strategies to compete with our key competitors.

   

Designing policies, limits and procedures in accordance with banking regulations, internal rules and CorpBanca’s strategic business objectives.

   

Establishing a robust framework for managing liquidity risk that guarantees that the entity will maintain sufficient liquidity, including a cushion of high-quality, unencumbered liquid assets that can be used to contend with a series of stress-generating events, including those that bring about losses or weaken sources of secured and unsecured financing.

   

Clearly establishing liquidity risk tolerance appropriate for its business strategy and its size within the financial system.

   

We have a financing strategy that promotes effective diversification of funding sources and maturities. It maintains a continuous presence in the funding market with correspondent banks and select customers, maintaining close relationships and promoting diversification of funding sources. It also keeps appropriate lines of financing available, ensuring its ability to obtain liquid resources quickly. We have identified the main factors of vulnerability that affect its ability to secure funds and monitors the validity of the assumptions behind estimates for obtaining funding.

   

CorpBanca actively manages its intraday liquidity positions and risks in order to punctually meet its payment and liquidation obligations both under normal circumstances as well as situations of stress, contributing to the smooth operations of the payment and settlement systems.

 

  3.

Counterparty Risk

Credit default risk is the risk of loss arising from non-compliance by a given counterparty, for whatever reason, in paying all or part of its obligations with the Bank under contractually agreed-upon conditions. This risk also includes a given counterparty’s inability to comply with obligations to settle derivative operations with bilateral risk.

The bank diversifies credit risk by placing limits on the concentration of this risk in any one individual debtor, debtor group, product, industry segment or country. Such risks are continuously monitored and the limits by debtor, debtor group, product, industry and country are reviewed at least once per year and approved by the respective committee.

Exposure to credit risk is evaluated using an individual analysis of the payment capacity of debtors and potential debtors to meet their obligations on time and as agreed.

Furthermore, we have strict controls for derivative contracts negotiated directly with its counterparties. This exposure is managed using limits per customer based on a risk methodology equivalent to credit risk exposure. Lastly, the values of derivatives are adjusted to reflect the expected loss from the counterparty.

 

B.

Corporate Governance Structure and Committees

CorpBanca has established a sound organizational structure for monitoring, controlling and managing market risks, based on the following principles:

 

   

Risk is monitored and controlled by parties independent from those managing risk, thus correctly aligning incentives.

   

Management efforts should be flexible, within the framework permitted by policies, rules and current regulations.

   

Senior management establishes the guidelines for risk appetite, and

   

is informed periodically on risk levels assumed, contingencies and instances when limits are exceeded.

 

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In order to guarantee the flexibility of management efforts and communication of risk levels to upper management, a network of committees has been established, detailed as follows:

 

   

Daily Committee: Meets daily to review financial conditions and the latest market movements. This committee reviews the relevance of positions on a daily basis in order to detect in advance any scenarios that could negatively impact returns and liquidity. It also monitors the performance of strategies used for each of the portfolios.

   

Market and Proprietary Trading Committee: Meets weekly to analyze management of positions. This committee reviews local and global economic conditions and projections in order to analyze the potential benefits and risks of the strategies executed and evaluate new strategies.

   

Financial Management Committee: Meets biweekly to analyze management of structural interest rate and indexation risk in the banking book.

   

Liquidity Management Committee: Meets biweekly to analyze management of funding liquidity risk.

   

A&L Committee: Meets biweekly to analyze economic and financial conditions and inform senior management of market and liquidity risk levels assumed by presenting indexes of market and funding liquidity risk, limit consumption and results of stress tests.

   

Board of Directors: The Board of Directors is informed each quarter of the market and funding liquidity risk levels assumed by presenting established risk indexes, limit consumption and results of stress tests.

The Divisions in charge of managing market and funding liquidity risk are:

The Treasury Division is responsible for managing market risk. Its primary objective is to generate or conduct business with customers while its secondary function is to carry out proprietary trading.

The Finance and International Division is responsible for managing all structural risks in the markets in which it operates through the Financial Management and Liquidity Management Areas in order to provide greater stability to the financial margin and ensure suitable levels of solvency and liquidity.

As with the structure for financial risk at a corporate level, each local financial risk unit arranges its functions based on the specific characteristics of the business, operations, legal requirements or other relevant aspects.

In order to guarantee adherence to corporate policies and proper local execution, the corporate financial risk area and local units have the following roles and functions:

Corporate Financial Risk Area:

 

   

To design, propose and document risk policies and criteria, corporate limits and decision making and control processes.

   

To generate management schemes, systems and tools, overseeing and supporting implementation so that they function effectively.

   

To know, assimilate and adapt internal and external best practices.

   

To drive commercial activity to attain risk-weighted results.

   

To consolidate, analyze and control financial risk incurred by all perimeter units.

Local Financial Risk Units:

 

   

To measure, analyze and control the risks under their responsibility.

   

To adapt and embrace corporate policies and procedures through local approval.

   

To define and document local policies and lead local projects.

   

To apply policies and decision-making systems to each market.

   

To adapt the organization and management schemes to corporate frameworks and rules.

 

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C.

Monitoring and Controlling Financial Risk

 

  1.

Market Risk

 

  a)

Management Tools

 

  (1)

Internal Monitoring

 

  (a)

Limits and Warning Levels

The market risk limits are established on diverse metrics trying to cover all business lines and activities subject to market risk from various perspectives. The foremost important limits are:

Trading book:

 

   

VaR Limits

   

Limits of equivalent position and/or nominal

   

Sensitivity limits to interest rates

   

Gamma and Vega Limits

Structural interest rate risk:

 

   

Sensitivity limit of net interest margin 1 year

   

Sensitivity limit of equity value

 

  (i)

Trading Book

The trading book consists of financial instruments that are allocated to diverse portfolios based on their strategy. The market risk of these instruments stems mainly from being recorded at fair value. As a result, changes in market conditions can directly impact their value. The following sections describe the monitoring and control structure for market risk in the trading book used during 2013.

 

  (a)

Value at Risk (VaR)

We use Value-at-Risk, or VaR methodology as a statistical tool to measure and control interest rate, currency, inflation and volatility risk inherent to the Bank trading activities

The VaR methodology is the main tool for controlling market risk in the trading book. Its appeal lies in its providing a statistical measurement of the maximum expected loss at a certain defined level of confidence, consolidating the risk exposures with the observed distribution of market factors.2

 

 

2 

To be discussed whether further disclosure regarding VaR for each trading portfolio and based on net currency position and VaR to be included. SEC Letter April 2, 2013. Statement as to no VaR methodology change in 2013 to be added.

 

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The following table shows the limit structure used by the Bank and its subsidiaries for 2013. Changes were proposed during the year to the Treasury limit structure in Chile in response to new business lines developed. As a result, two new limits were established, effective beginning January 1, 2014; one is a corporate control for all Treasury operations while the other is a limit for the long-term trading portfolio in order to provide support for the bond underwriting business. During 2013, measurements of consumption over proposed limits were taken and communicated on a daily basis.

 

VaR Limits for Bank and Subsidiaries

 
(MCh$)  
          2013      2012  

CORPBANCA CHILE

  

Market Making VaR

     
  

Limit

     1.000         700   
  

Proprietary VaR

     
  

Limit

     250         250   
  

Balance Sheet VaR

     
  

Limit

     1.500         -   

* VaR limit at 95% and 1 day.

        

CONSOLIDATED COLOMBIA (CorpBanca & Helm Bank)

  

Limit

     682         682   

* VaR limit at 99% and 1 day.

        

CORPBANCA CORREDORA DE BOLSA S.A.

  

Limit

     80         80   
  

VaR Rate

     
  

Limit

     60         60   
  

Variable-Income VaR

     
  

Limit

     50         50   
  

Currency VaR

     
  

Limit

     45         45   

* VaR limit at 99% and 1 day.

        

CORPBANCA NEW YORK

  

Limit

     35         35   

TABLE 1: VAR LIMIT STRUCTURE FOR THE BANK AND ITS SUBSIDIARIES

 

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The following table presents the use of VaR during 2013 for the Bank and its Chilean and foreign subsidiaries.

 

VaR Statistics for Bank and Subsidiaries

 
(MMCh$)  
          VaR with 99% confidence level                
          2013      2012      2011  
          Minimum      Average      Maximum      Last      Last      Last  

CORPBANCA CHILE

  

VaR

     782.11         1,370.63         3,094.57         1,465.56         852.54         516.56   
  

Diversification Effect

     20.81         74.86         559.83         50.96         230.42         41.23   
  

Interest Rate VaR

     18.61         87.39         569.28         45.65         717.13         517.01   
  

Variable-Income VaR

     -         -         -         -         -         -   
  

Currency VaR

     720.80         1,358.11         3,097.39         1,470.87         365.83         40.77   

CONSOLIDATED COLOMBIA (CorpBanca & Helm Bank)

  

VaR

     100.99         289.53         501.40         256.20         248.32         -   
  

Diversification Effect

     203.47         29.81         323.58         13.85         23.99         -   
  

Interest Rate VaR

     87.03         321.54         812.36         329.88         247.03         -   
  

Variable-Income VaR

     -         -         -         -         -         -   
  

Currency VaR

     0.43         57.03         324.84         11.00         25.28         -   

CORPBANCA CORREDORA DE BOLSA

  

VaR

     23.62         45.09         112.98         62.74         39.77         271.84   
  

Diversification Effect

     84.09         126.41         264.43         195.23         105.37         545.11   
  

Interest Rate VaR

     15.87         32.40         110.24         51.65         26.17         271.89   
  

Variable-Income VaR

     1.08         18.16         47.86         41.61         10.34         -   
  

Currency VaR

     1.39         29.03         52.50         39.23         29.10         1.38   

CORPBANCA NEW YORK

  

VaR

     8.19         10.05         11.99         11.93         18.63         -   
  

Diversification Effect

     -         -         -         -         -         -   
  

Interest Rate VaR

     8.19         10.05         11.99         11.93         18.63         -   
  

Variable-Income VaR

     -         -         -         -         -         -   
  

Currency VaR

     -         -         -         -         -         -   

TABLE 2: VAR CONSUMPTION FOR THE BANK AND ITS SUBSIDIARIES

The following tables show the daily evolution of the VaR during 2013 for the Bank and its subsidiary in Colombia. Worth highlighting is the increase in VaR in Colombia starting in August as a result of the consolidation of Helm Bank.

 

LOGO

TABLE 3: VAR TRENDS IN CHILE AND COLOMBIA IN 2013

 

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  (i)

VaR Backtesting

VaR backtesting is carried out at a local and corporate level by the different financial risk units. The backtesting methodology is applied consistently to all of the Bank’s portfolios. These exercises consist of comparing the estimated VaR measurements at a determined level of confidence and time horizon against the real results of losses obtained during the same time horizon. The methodology used compares the results obtained without considering the intraday results or changes in positions within the portfolio. This method corroborates the individual models’ ability to value and measure the risks from the different positions.

The following table shows trends in P&L and VaR for Chile and Colombia.

 

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TABLE 4: BACKTESTING TRENDS FOR CHILE IN 2013

The graph presented above shows VaR movements with data from 301 entries and the Bank’s results in Chile. As can be appreciated, in this period there was no exception over the daily VaR, rendering the First Excess Test ineffective and stripping the Frequency Test (Kupiec Test) of an important factor. The latter test is located in the green area.

 

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TABLE 5: BACKTESTING TRENDS FOR COLOMBIA IN 2013

The graph presented above shows VaR movements with data from 242 entries and the Bank’s results in Colombia. During the period, there were 3 exceptions that surpassed the daily VaR. Based on the statistical tests, the model provides consistent results and, therefore, does not require adjustment.

Interest Rate and Currency Sensitivity

Measuring interest rate and currency sensitivity is one of the main tools for monitoring market risk in the trading book, enabling the Bank to break down, understand and report on the directional positions to which it is exposed.

Interest rate and currency sensitivity is monitored on a daily basis and is limited by the VaR limits established for each portfolio.

Our disclosure about currency risk takes into account our base currency (functional currency), the Chilean peso, and our exposure to other currencies. These exposures are monitored through the net balance positions plus derivative positions. Limits on the position in each currency are monitored and controlled by the Market Risk Unit. Investors should view these limits as the maximum exposure to currency risk that the bank is willing to incur.

 

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Exchange rate risk is controlled using notional limits, giving fluidity to currency products with customers and simultaneously limiting trading positions. The following table shows the current notional limits as well as closing positions and statistics for 2013.

 

     Year-end 2013      Consumption Statistics 2013  

Exchange Rate

   Limit
[USD]
     Position
[USD]
     VaR 95%
[CLP]
     VaR Inc
95%
[CLP]
     Minimum
[USD]
     Average
[USD]
     Maximum
[USD]
 

USD/CLP

     55.000.000         5.353.766         17.725.612         -10.266.294         -40.176.036         2.654.557         47.089.815   

EUR/USD

     20.000.000         -4.140.088         15.475.433         -23.142.161         -11.684.192         -1.528.818         11.400.037   

JPY/USD

     10.000.000         177.484         13.632.814         -42.087.759         -6.525.423         -645.232         5.148.712   

GBP/USD

     10.000.000         104.084         386.848         160.130         -1.899.750         25.188         3.044.017   

AUD/USD

     5.000.000         16.037         94.175         34.103         -2.083.458         38.393         2.119.728   

BRL/USD

     5.000.000         -424         13.175         -10.765         -3.447.482         -31.309         5.112.538   

COP/USD

     5.000.000         -         -         -         -3.564.220         -41.025         703   

MXN/USD

     5.000.000         149.444         339.183         286.078         -3.003.213         160.962         6.059.132   

PEN/USD

     5.000.000         -         -         -         -1.457         4.184         988.880   

CAD/USD

     5.000.000         17.819         221.639         151.052         -425.295         56.557         1.815.774   

NOK/USD

     200.000         9.711         53.910         98.714         -200.555         7.511         19.407   

DKK/USD

     200.000         29.806         113.809         166.516         -36.200         16.964         30.731   

SEK/USD

     200.000         2.954         3.963         -7.496         -147.372         1.182         12.128   

CHF/USD

     200.000         81.166         399.435         277.457         -7.713         42.601         1.110.078   

WON/USD

     200.000         -         -         -         -         -         -   

CNY/USD

     200.000         6.929         4.099         1.310         -653         4.900         16.795   

TABLE 6: CURRENT LIMITS AND CONSUMPTION OF CURRENCY POSITIONS FOR 2013

The following tables show the trends in the most important currency positions managed in Chile, which are the U.S. dollar (USD) and the euro (EUR).

 

LOGO

TABLE 7: EVOLUTION OF USD/CLP POSITION FOR 2013

 

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LOGO

TABLE 8: EVOLUTION OF EUR/USD POSITION FOR 2013

The limit for Colombia uses an overall position for all currencies, which cannot exceed US$ 30 million (notional). The table below shows the aggregate position for Colombia.

 

LOGO

TABLE 9: EVOLUTION OF USD/CLP POSITION FOR 2013 CORPBANCA COLOMBIA

 

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LOGO

TABLE 10: EVOLUTION OF USD/CLP POSITION FOR 2013 HELM BANK

 

  (c)

Sensitivity to Volatility

While the options portfolio is included in the VaR calculation described in the section above, the Bank also controls the risks associated with the currency options portfolio with additional limits, which promote the product as a customer necessity, more than as trading positions.

 

   

Gamma Risk Limit or Effect of Convexity of Options

   

Vega Risk Limit or Effect of Variability of Area of Implied Market Volatility

The following graphs show the use of limits as of year-end 2013 and trends in their use.

 

     Year-end 2013      Consumption Statistics 2013  

Index

   Limit
[MCh$]
     Value
[MCh$]
     Minimum
[MCh$]
     Average
[MCh$]
     Maximum
[MCh$]
 

Gamma Risk

     50         17         -         2         58   

Vega Risk

     300         221         20         156         285   

TABLE 11: CONSUMPTION OF GAMMA AND VEGA RISK 2013

 

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LOGO

TABLE 12: TRENDS IN GAMMA RISK 2013

 

LOGO

TABLE 13: TRENDS IN VEGA RISK 2013

In December 2013, the A&L Committee in Chile, and later the A&L Committee in Colombia, approved gamma and vega limits for our subsidiary in Colombia. With this milestone, options were included in the product offering available to customers that operate in Colombian pesos.

 

  (ii)

Banking Book

The banking book consists primarily of:

Assets

 

   

Cash

   

Commercial, mortgage and consumer loans from the commercial areas.

   

Fixed-income instruments classified as available for sale or held to maturity.

 

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Liabilities

 

   

Demand deposits

   

Time deposits

   

Senior and subordinated bonds

   

Derivative instruments that qualify for hedge accounting: Derivatives that, meeting certain requirements, are given an accounting treatment different than those derivatives recorded in the trading book, the objective of which is to manage risks in the banking book.

The banking book’s main risks and the tools used to monitor, control and manage these risks are described below.

 

  (a)

PV(90)

We use a sensitivity for available-for-sale portfolios, for evaluating the change in portfolio’s market value. This tool is complementary to VaR, like a form to measure portfolio’s sensitivity independent of volatility level. We assume 90 basis points in the available-for-sale portfolio, within a limit of 5% of regulatory capital.

The following graph shows the evolution of the index compared with its limit for Chile.

 

LOGO

TABLE 14: EVOLUTION DV90 OF AVAILABLE-FOR-SALE PORTFOLIO DURING 2013

 

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The same limit applies to the available-for-sale portfolio in Colombia. The following graph shows the evolution of the index compared with its limit for Colombia (4% of regulatory capital)

 

LOGO

TABLE 15: EVOLUTION DV90 OF AVAILABLE-FOR-SALE PORTFOLIO DURING 2013

Note that towards the end of July 2013, the subsidiary’s capital increase automatically increased the limit. Also, the available-for-sale portfolio was included in the measurements in August with the consolidation of Helm.

 

  (b)

Sensitivity to Indexation

CorpBanca’s balance sheet presents a mismatch between inflation-indexed assets and liabilities. The Chilean market has more indexed assets than liabilities, which explains why the bank has a mismatch of inflation-indexed assets. This is due to the existence of medium and long-term indexed assets that are financed with liabilities in Chilean pesos.

Hedge accounting is used as an effective and relatively low-cost tool to manage this risk.

The following table shows the size of the mismatch as of year-end 2013 and the mismatch statistics during the year.

 

            Statistics 2013  
     Year-end
2013
[MCh$]
     Minimum
[MCh$]
     Average
[MCh$]
     Maximum
[MCh$]
 

Total Mismatch

     1.014.274         227.026         646.953         1.071.409   
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance Sheet Mismatch

     1.632.697         952.373         1.373.277         1.675.313   

Derivative Mismatch

     -627.076         -1.402.856         -737.517         -126.734   

Investment Mismatch

     8.654         -         13.135         31.954   

TABLE 16: INFLATION MISMATCH AS OF YEAR-END 2013 AND STATISTICS FOR THE YEAR

 

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The following graph shows trends in this mismatch during 2013 and the relative ease in managing this risk. Throughout 2013, exposure remained at moderate levels and increased at the end of the year, looking to benefit from the expected increase in inflation indices in Chile.

 

LOGO

TABLE 17: EVOLUTION OF INFLATION MISMATCH DURING 2013

 

  (c)

Sensitivity of Financial Margin and Economic Capital

The Annual Income Sensitivity, or AIS) index measures the sensitivity of the interest margin to 100 bps variations in the repricing rate for assets and liabilities during the next 12 months. The established limits are much lower than the Bank’s annual net income. During 2013, the sensitivity risk in the interest margin in Chile has remained low with a positive sensitivity to drops in interest rates. This exposure increased towards the end of 2013.

The Market Value Sensitivity, or MVS index measures the sensitivity of the economic value (fair value) of the banking book in the event of a 100 bps increase in the valuation rates of assets and liabilities.

 

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The tables below show the evolution of sensitivity indicators for interest margins and economic capital for Chile and Colombia. It is important to mention that Helm Bank was incorporated into these measurements beginning in August.

 

LOGO

TABLE 18: EVOLUTION MVS AND AIS CHILE 2013

 

LOGO

TABLE 19: EVOLUTION MVS AND AIS COLOMBIA 2013

 

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The Gap Table below show the risk maturity structure in Chile and Colombia at the end of 2013:

 

CHILE
CLP
(MMCh$)
   Total      1M      3M      6M      9M      12M      2Y      3Y      4Y      5Y      7Y      10Y      15Y      20Y      20Y---->  

Assets

     10.708.413         2.774.146         941.569         931.417         533.018         456.671         789.413         790.014         548.477         363.844         530.237         639.371         734.583         436.538         239.115   

Liabilities

     8.981.731         2.832.942         1.368.126         918.738         358.807         93.111         642.711         834.838         351.913         104.032         370.679         109.711         144.062         283.960         568.100   

Net

     1.726.682         -58.795         -426.557         12.679         174.211         363.559         146.702         -44.824         196.563         259.812         159.558         529.660         590.521         152.578         -328.985   
MX
(MMCh$)
   Total      1M      3M      6M      9M      12M      2Y      3Y      4Y      5Y      7Y      10Y      15Y      20Y      20Y---->  

Assets

     1.634.446         435.619         530.072         264.387         57.361         20.285         21.748         23.845         16.682         166.221         19.377         78.748         104         -         -   

Liabilities

     1.895.473         788.451         452.897         105.353         95.499         8.970         13.360         12.873         12.494         386.584         1.421         17.569         -         -         -   

Net

     -261.026         -352.833         77.174         159.034         -38.138         11.316         8.388         10.971         4.188         -220.364         17.955         61.179         104         -         -   
COLOMBIA
COP
(MMCh$)
   Total      1M      3M      6M      9M      12M      2Y      3Y      4Y      5Y      7Y      10Y      15Y      20Y      20Y---->  

Assets

     852.157         242.330         102.846         102.241         21.801         35.481         66.614         55.390         45.269         42.136         46.935         34.588         52.136         4.391         1   

Liabilities

     656.312         304.822         161.040         104.107         43.657         7.759         25.015         9.545         187         16         165         -         -         -         -   

Net

     195.845         -62.492         -58.195         -1.866         -21.856         27.721         41.599         45.845         45.083         42.120         46.770         34.588         52.136         4.391         1   
MX
(MMCh$)
   Total      1M      3M      6M      9M      12M      2Y      3Y      4Y      5Y      7Y      10Y      15Y      20Y      20Y---->  

Assets

     86.222         16.623         29.313         16.903         4.758         18.349         275         -         -         -         -         -         -         -         -   

Liabilities

     72.521         11.493         21.631         33.264         4.825         1.308         -         -         -         -         -         -         -         -         -   

Net

     13.701         5.130         7.682         -16.361         -67         17.041         275         -         -         -         -         -         -         -         -   

 

  (d)

Structural Exchange Rate Risk

Structural exchange rate risk arises from the Bank’s positions in currencies other than the Chilean peso related primarily to the consolidation of investments in subsidiaries or affiliates and the net income and hedges of these investments. The process of managing structural exchange rate risk is dynamic and attempts to limit the impact of currency depreciation, thus optimizing the financial cost of hedges.

The general policy for managing this risk is to finance them in the currency of the investment provided that the depth of the market so allows and the cost is justified by the expected depreciation. One-time hedges are also taken out when the Bank considers that any currency may weaken beyond market expectations with respect to the Chilean peso. As of year-end 2013, greater ongoing exposure was concentrated in Colombian pesos (approximately US$ 1.5 billion).

The Bank hedges part of these positions on a permanent basis using currency derivatives.

 

  (b)

Stress Tests

We use a set of multiple scenarios to carry out a stress test of our assets and liabilities that aim to analyze the impact of extreme market conditions and to adopt policies and procedures in an effort to protect our capital and results against such contingencies. We apply this tool to measure interest rate risk relating to our trading and available-for-sale fixed rate portfolios, as well as exchange rate risk relating to our exposure to foreign currencies, and inflation risk relating to our gap in inflation indexed assets and liabilities.

We use historically correlated and non-correlated, hypothetical and prospective scenarios as possible sets of market conditions to analyze our portfolios under stress conditions.

Sensitivity Analysis

We apply sensitivity analysis above certain financial positions: currency gaps, mismatches between assets and liabilities in both our inflation-indexed (UF) and non inflation-indexed portfolios and banking book interest rate gaps. We perform a hypothetical simulation by calculating the potential loss that would be reflected in our financial results relating to an extreme movement of exchange rate, inflation index and interest rates.

Our scenario simulation methodology should be interpreted in light of the limitations of our models, which include:

The scenario simulation assumes that the volumes remain on balance sheet and that they are always renewed at maturity, omitting the fact that credit risk considerations and pre-payments may affect the maturity of certain positions.

The model does not take into consideration the sensitivity of volumes to these shifts in interest rates.

 

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The shift is simulated to occur in just one day, and the loss is assumed to happen in the same time period.

 

  (i)

Trading Book

In addition, market stress tests can be performed to test trading book positions under diverse extreme scenarios in order to estimate the losses they would generate.

The results of the market stress tests on the trading book are reported periodically to the A&L Committee and the Board of Directors.

Stress tests conducted during 2013 indicated that none of the critical scenarios considered would affect the Bank’s solvency.

The list below enumerates some of the linear and historical sensitivity scenarios analyzed.

 

Scenario

  

Description

1   

Parallel shift of 100 bps, +50 bps inflation compensation

2   

Parallel shift of 200 bps, +100 bps inflation compensation

3   

Parallel shift of 300 bps, +150 bps inflation compensation

4   

Ramp of 0 to 100 bps in 1 year, +50 bps inflation compensation

5   

Inverse ramp of 0 to 100 bps in 1 year, -200 bps inflation compensation

6   

+3 standard deviations, +50 bps inflation compensation

7   

+6 standard deviations, +150 bps inflation compensation

8   

Shock to inflation compensation of +200 bps

9   

Global recession, D inflation compensation: -200bps

10   

Global recovery, D inflation compensation: +200bps

TABLE 20: TRADING BOOK

 

  (ii)

Banking Book

Market stress tests are also performed to test the banking book under diverse extreme scenarios in order to estimate the potential losses they would generate on both the interest margin and on capital.

The results of the market stress tests on the banking book are disclosed periodically to the A&L Committee and the Board of Directors.

 

Scenario

  

Description

1   

Parallel shift of 100 bps, +50 bps inflation compensation

2   

Parallel shift of 200 bps, +100 bps inflation compensation

3   

Parallel shift of 300 bps, +150 bps inflation compensation

4   

Ramp of 0 to 100 bps in 1 year, +50 bps inflation compensation

5   

Inverse ramp of 0 to 100 bps in 1 year, -200 bps inflation compensation

6   

+3 standard deviations, +50 bps inflation compensation

7   

+6 standard deviations, +150 bps inflation compensation

8   

Shock to inflation compensation of +200 bps

9   

Global recession, D inflation compensation: -200bps

10   

Global recovery, D inflation compensation: +200bps

TABLE 21: BANKING BOOK

 

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Table of Contents
  (c)

Methodologies

 

  (i)

Trading Book

 

  (a)

Value at Risk - VaR

During 2013, we made no changes to our VaR Methology. For the calculation of VaR, the non-parametric method of historical simulation is used, which consists of using a historical series of prices and the position at risk from the trading book.

A time series of simulated prices and yields is constructed with the assumption that the portfolio was conserved for the period of time of the historical series. The VaR tries to quantify a threshold of expected losses, which should only occur a certain percentage of times based on the level of confidence used in the calculation.

The VaR measure is calculated through historical simulation methodology, with a moving timeframe of the last 300 days market data, and full valuation approach.

As calculated by CorpBanca, VaR Limits is an estimate of the maximum expected loss in the market value of a given portfolio over a one-day horizon at a one-tailed 95% confidence interval. In other words, it is the maximum one-day loss, expressed in Chilean pesos that CorpBanca would expect to suffer on a given portfolio 95% of the time. Conversely, it is the minimum loss figure that CorpBanca would expect to exceed only 5% of the time. VaR provides a single estimate of market risk that is comparable from one market risk factor to the other.

 

  (i)

Assumptions and Limitations

The historical simulation methodology assumes that the distribution of one day changes in market risk factors observed in the last 300 days is a good predictor for the next day market risk factor changes distribution.

Historical data used in the model may not provide an accurate estimate of risk factor changes in the future. In particular, the use of historical data may fail to capture the risk of possible extreme adverse market movements independent of the time range utilized.

Other limitations that have to be taken in account when interpreting the model results are:

 

   

Reliable historical risk factor data may not be readily available for certain instruments in our portfolio. A one-day time horizon may not fully capture the market risk positions that cannot be liquidated or hedged within one day.

   

The VaR measure is computed with positions at the closing of business day. The trading positions may change substantially during the course of the trading day.

 

  (b)

Rate Sensitivity

Sources of rate risk include forwards, swaps and options. Rate sensitivity is calculated and reported by portfolio, by relevant discount curve and by maturity.

The present value of the portfolio is stressed by 1 bp. In other words, the present value is calculated by increasing the respective discount rate by 1 bp. The sensitivity of options is calculated using the theta value.

The variation in the present value of the portfolio corresponds to its sensitivity at a variation of one basis point (bp).

 

LOGO

 

   

DV01 : Sensitivity to 1 bp variation in rate i at band m.

   

PV : Present value of portfolio’s cash flows.

   

PV’im : Present value of portfolio’s cash flows with shock of 1 bp in rate i at time band m.

 

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Table of Contents

 

LOGO

 

   

Pim : Net position in CLP at time band i, currency m.

   

rim : Representative rate of currency m, time band i.

   

Ti : Representative maturity of time band i.

 

  (c)

Currency Sensitivities

Sources of exchange rate risk come from both balance sheet and off-balance sheet positions such as derivatives.

Currency or position sensitivity corresponds to the market valuation of each cash flow in the currency of origin. That is, the cash flows in foreign currency expressed at present value.

 

LOGO

 

   

PV : Present value of portfolio’s cash flows.

   

PV’m : Present value of portfolio’s cash flows with shock of 1 unit in exchange rate of currency m with respect to USD.

 

  (ii)

Banking Book

 

  (a)

Sensitivity to Indexation

Sources of indexation risk come from both balance sheet and off-balance sheet positions such as derivatives that, as a result of a change in indexation units (UF, UVR or others), impact the Bank’s net income.

As with currency sensitivity, indexation sensitivity is the market valuation of each indexed cash flow. That is, the cash flows in indexation units expressed at present value.

 

LOGO

 

   

PV : Present value of portfolio’s cash flows.

   

PV’m : Present value of portfolio’s cash flows with shock of 1 unit in indexation unit.

 

  (b)

Sensitivity of Financial Margin

This measures the impact caused by a movement of 100 bp, over a twelve-month horizon, in the Bank’s financial margin (interest earned less interest paid).

The information required to calculate the index is obtained from the regulatory cash flows of the market risk data from the balance sheet book (regulatory report C40) only considering the time bands up to 1Y included.

 

LOGO

 

   

AIS : Annual Income Sensitivity.

   

Pim : Net position in CLP in respective time band.

   

Dr : Variation of 100 bp.

   

Ti : Representative maturity of time band i.

 

  (c)

Sensitivity of Economic Capital

This measures the sensitivity of the market value of the cash flows associated with assets and liabilities in the event of a parallel change of 100 bp in the relevant discount curve.

The information required to calculate the index is obtained from the cash flows of the Bank’s entire portfolio using data from the banking book.

 

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The present value of the aggregate flows are discounted using the average terms of the respective time bands. Then the present value is calculated similarly with a shock increasing the respective discount rate by 100 bp.

LOGO

 

   

MVS : Market Value Sensitivity.

   

PVim : Present value of the cash flows of time band i, currency m.

   

PV’im : Present value of the cash flows of time band i, currency m, with a shock of 100 bp in discount rates.

LOGO

 

   

Pim : Net position in CLP at time band i, currency m.

   

rim : Representative rate of currency m, time band i.

   

Ti : Representative maturity of time band i.

 

  (2)

Regulatory Method

 

  (a)

Quantitative Disclosure about regulatory Method

Regulatory monitoring of market risk exposure is measured in accordance with the provisions established in chapter III.B.2 of the Compendium of Financial Standards from the Central Bank of Chile and in Chapter 12-9 of the Updated Compilation of Standards from the Superintendency of Banks and Financial Institutions both for the trading book and the banking book. In the trading book, the impact is measured in the event of a change in the market price of its financial positions as a result of variations in interest rates, exchange rates and volatility. In the banking book, the impact is measured on the entity’s financial margin and present value.

On an unconsolidated basis, we must separate our balance sheet in two distinct categories; trading portfolio (Libro de Negociación) and unconsolidated non-trading, or structural, portfolio (Libro de Banca). The trading portfolio as defined by the SBIF includes all instruments valued at market prices, free of any restrictions for their immediate sale and that are frequently bought and sold by the bank and are maintained with the intention of selling them in the short-term in order to profit from short-term price variations. The non-trading portfolio is defined as all instruments in the balance sheet not considered in the trading portfolio.

Trading Portfolio

The limits established for the trading book are for exposure to interest rate risk and exchange rate risk. The difference between the regulatory capital recorded by the financial institution and the sum of the following two items cannot be negative: (i) the product of the credit risk-weighted assets defined in article 67 of the Chilean General Banking Law and the minimum percentage established for regulatory capital in article 66 of that law, and (ii) the sum of the trading book’s exposure to interest rate risk and the exchange rate risks for the entire balance sheet measured in accordance with the Basel standard methodology with some important differences where exchange rate exposure stands out. As indicated in the paragraph above, the Bank must always comply with the following ratio:

RC-((k*CRWA)+MRE)>0

Where:

 

RC

: Regulatory Capital

CRWA

: Credit Risk Weighted Assets

MRE

: Exposure to interest rate risk in trading book and currency Risk in entire balance Sheet

k

: Minimum percentage established for regulatory capital in article 66 of General Banking Law

 

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Group

  

Description Sensitivity

 

Factor

i   

Each of the foreign currencies of countries with long-term external debt in foreign currency with a rating of at least AAAr, or equivalent, from any of the risk rating agencies indicated in Chapter III.B.5 of this Compendium. It also considers the EURO and the position in gold.

 

LOGO

j   

Each of the foreign currencies of countries not included in basket i.

 

LOGO

Market risk exposure in accordance with regulatory methodology is detailed below:

 

Market Risk Limit for Trading Book (MCh$)

   2013      2012      2011  

Market risk-weighted assets

     3.379.015         1.850.376         298.938   
  

 

 

    

 

 

    

 

 

 

Rate trading

     796.729         836.358         277.275   

Currency trading

     36.959         96.713         9.275   

Options trading

     11.960         9.763         12.388   

Currency structural

     2.533.366         907.543         -   

Credit risk-weighted assets

     15.058.532         11.494.413         7.799.275   

Total risk-weighted assets

     18.437.547         13.344.788         8.098.213   
  

 

 

    

 

 

    

 

 

 

Regulatory capital

     1.991.289         1.270.202         1.104.474   
  

 

 

    

 

 

    

 

 

 

Basel index

     13,22%         11,05%         14,16%   
  

 

 

    

 

 

    

 

 

 

Basel index (includes MRE *)

     10,80%         9,52%         13,64%   
  

 

 

    

 

 

    

 

 

 

Margin

     516.285         202.619         456.617   
  

 

 

    

 

 

    

 

 

 

% Consumption

     74,07%         84,05%         58,66%   
  

 

 

    

 

 

    

 

 

 

 

(*)

Market risk expositions

TABLE 22: MARKET RISK LIMIT FOR TRADING BOOK

The market risk presented in the table above (measured in units of risk-weighted assets) shows that capital consumption related to the Bank’s exposures to market risks is explained in more than 75% of the cases by the effect of our investment in CorpBanca Colombia. As of December 2013, this investment amounted to approximately US$ 1.1 billion. The main variation over 2012 stems from the consolidation of Helm Bank in our financial statements. This exposure to exchange rate risk—Chilean peso vs. Colombian peso—is considered structural in the sense that it arises from a long—term investment.

It is also worth mentioning that in accordance with Chilean regulations; a sensitivity factor of 35% is applied to net exposures in foreign currencies of countries other than those classified as AAA or their equivalent. The standard sensitivity factor in the Basel standards is only 8%. As a result, the capital consumption that the Bank must report to comply with local regulations is more than 4 times greater than if international recommendations were applied.

The regulatory model for market risk in Colombia, as in Chile, is based on the standard Basel model, separated into risk factors (i.e. interest rate, exchange rate and stock price). The volatilities applied to each of the factors are established by regulators. This result is used for the solvency margin, to which a factor equivalent to 100/9 is applied.

 

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Market Risk

   2013 MCh$  

Risk-weighted assets (RWA)

   CorpBanca Colombia      Helm  

Market Risk

     218.022         199.708   
  

 

 

    

 

 

 

Trading

     218.022         199.708   

Structural (currency)

     -         -   

Credit risk

     2.727.654         2.706.501   

Total RWA

     2.945.675         2.906.210   
  

 

 

    

 

 

 

Regulatory capital

     671.710         363.648   
  

 

 

    

 

 

 

Basel index

     24,63%         13,44%   
  

 

 

    

 

 

 

Basel index (includes MRE)

     22,80%         12,51%   
  

 

 

    

 

 

 

Margin

     406.599         102.089   
  

 

 

    

 

 

 

% Consumption

     39,47%         71,93%   
  

 

 

    

 

 

 

TABLE 23: MARKET RISK IN COLOMBIA

Non-trading Portfolio

Our disclosure about structural interest rate risk reflects the regulatory limits on the banking book exposures. Short term limits reflect the exposure affecting the:(i) net interest margin based on the bank’s structural position, (ii) the bank’s structural position caused by inflation; and (iii) fees at risk when key prices and rate are subject to a change determined by regulation. This measure cannot exceed the average margin of interest and inflation accumulated during the past twelve months by a certain percentage that is defined by the bank’s Board of Directors and reflects the bank’s willingness to accept short term interest rate risk. Investors should view limits on usage as the maximum volatility on the bank’s net interest margin that the bank is willing to face. Long term limits reflect the effect of market value sensitivity on the balance sheet. Each long term limit includes variable for unpredictability in key prices and rates as set by our regulator and reflects the changes caused by inflation and yield curve or term structure of interest rates in a stressed scenario. Investors should view these limits as the sum of effects that may impact the value of our stock under a common stress scenario defined by our regulator.

Exposure to short-term interest rate risk; sensitivity analysis that is calculated for assets and liabilities with maturities of less than 1 year, assuming a 200 basis point parallel shift of the nominal yield curve, 400 for real rates and 200 for foreign interest rates.

Exposure to inflation risk; sensitivity analysis that is calculated for our net position in assets and liabilities, comprised of UF-denominated instruments, assuming a 200 basis point adverse impact on the related yield curve.

Exposure to long-term interest rate risk; sensitivity analysis that is calculated for assets and liabilities with maturities from 1 to over 20 years, assuming a 200 basis point parallel shift of the nominal yield curve, 400 for real rates and 200 for foreign interest rates.

The banking book’s exposure to the net interest and indexation margin is known as the short-term limit and cannot exceed 35% of the accumulated interest and indexation margin, plus fees sensitive to interest rates charged in the twelve months prior to the date of measurement. The exposure of capital to changes in interest rates has a long-term limit that cannot exceed 27% of regulatory capital. Both limits were presented and ratified by the Bank’s Board of Directors.

 

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The exposure of regulatory limits in the banking book for Chile are detailed as follows.

 

Market Risk Limit for Banking Book

                    

SHORT-TERM LIMIT (MCh$)

   2013      2012      2011  

Exposure

     54.949         51.253         74.169   

Rate risk

     22.502         21.752         39.952   

Indexation risk

     28.666         25.900         31.134   

Reduced revenue (fees sensitive to interest rates)

     3.781         3.601         3.083   

Limit

     97.651         78.624         79.835   

% Consumption

     56,3%         65,2%         92,9%   

Financial Margin plus Fees (12 months)

     279.003         224.640         228.100   

Percentage over financial margin

     35%         35%         35%   

Short-term limit

     97.651         78.624         79.835   

Consumption with respect to financial margin

     19,7%         22,8%         32,5%   

LONG-TERM LIMIT (MCh$)

   2013      2012      2011  

Exposure

     157.786         119.624         125.461   

Rate risk

     157.786         119.624         125.461   

Limit

     537.648         337.314         298.208   

% Consumption

     29,3%         35,5%         42,1%   

Regulatory capital (RC)

     1.991.289         1.249.311         1.104.474   

Percentage over margin

     27%         27%         27%   

Long-term limit

     537.648         337.314         298.208   

Consumption with respect to RC

     7,9%         9,6%         11,4%   

TABLE 24: MARKET RISK LIMIT FOR BANKING BOOK

Finally, regulatory provisions in Colombia do not establish methodologies for determining market risk exposure for the banking book. However, they are monitored, controlled and reported on a daily basis using the internal methodologies described above.

 

  (b)

Methodologies

 

  (i)

Trading Book

 

  (a)

Interest Rate Risk

Exposure to interest rate risk: Interest rate risk of the trading portfolio is basically a sensitivity analysis that calculates potential losses assuming an increase in nominal rate yields curves, real rates and foreign currency rates by 75 to 350 basis point.

The interest rate risk of the trading portfolio as defined by the Central Bank of Chile is equal to the sum of:

 

   

The sensitivity analysis of the trading portfolio

   

Vertical adjustment factor

   

Horizontal adjustment factor

 

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The sensitivity factor of the trading portfolio is calculated using the following formula:

 

LOGO

 

Where:

 

Amt

: Trading Assets (Chilean pesos, inflation linked and foreign currency)

Pmt

: Liabilities funding trading positions (Chilean pesos, inflation linked and foreign currency)

µmtx

: Sensitivity factor to raise interest rate

m

: Currency (Chilean pesos, inflation linked and foreign currency)

t

: Time period

: Summation

|  |

: Absolute value

The vertical adjustment factor is calculated in the following manner

 

LOGO

Where:

 

ß

: Vertical adjustment factor, equal to 10%

Min(  )

: Compensated net position

A horizontal adjustment must be made following the vertical adjustment. To determine the horizontal adjustment one must multiply the horizontal adjustment factor by the compensated net position for Zone 1, Zone 2, Zone 3, Zones 1 and 2, Zones 2 and 3 and Zones 1 through 3.

Horizontal adjustment= *Adjusted net position

 

Compensated net position Zone 1,2 or 3

   Min (Adjusted net asset position; absolute value of adjusted net liability position in Zone 1,2 or 3)

Compensated net position Zones 1 and 2

   Min (adjusted net asset position in Zones 1 and 2, absolute value of adjusted net liability position in Zones 1 and 2)

Compensated net position Zones 2 and 3

   Min (adjusted net asset position in Zone 3 and Zone 2 (deducting adjusted net asset position that have been compensated for with net liability positions in Zone 1), absolute value of adjusted net liability position in Zone 3 and Zone 2 (deducting adjusted net liability positions that have been compensated for with net liability positions in Zone 1)

Compensated net position Zones 1- 3

   Min (Adjusted net asset position in Zone 3 and Zone 1 (deducting adjusted net asset position that have been compensated for with net liability positions in Zone 2), absolute value of adjusted net liability position in Zone 3 and Zone 1 (deducting adjusted net liability positions that have been compensated for with net liability positions in Zone 2)

 

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The following table illustrates the value of the different factors used for calculating the interest rate risk of the trading portfolio:

 

                           Horizontal adjustment factor  
               Change in interest
rate (bp)
     Sensitivity factor      Vertical
Adjustment
Factor
   Within the
zones
   Between
Adjacent
Zones
     Between
zones 1 and
3
 
Zone          Period    Ch$      UF      FX      a Ch$      A UF      A FX              

Zone 1

   1    Up to 30 days      125         350         125         0.0005         0.0014         0.0005       β = 10%    l1 = 40%      l12 = 40%         l13 = 100%   
   2    31 days to 3 mths      125         350         125         0.0019         0.0047         0.0020       β = 10%    l1 = 40%      l12 = 40%         l13 = 100%   
   3    3 – 6 mths      125         350         125         0.0042         0.0088         0.0044       β = 10%    l1 = 40%      l12 = 40%         l13 = 100%   
   4    6 – 9 mths      125         350         125         0.0060         0.0116         0.0072       β = 10%    l1 = 40%      l12 = 40%         l13 = 100%   
   5    9 mths – 1 year      125         350         125         0.0059         0.0140         0.0100       β = 10%    l1 = 40%      l12 = 40%         l13 = 100%   

Zone 2

   6    1 – 2 years      100         125         100         0.0124         0.0166         0.0133       β = 10%    l2 = 30%      l12 = 40%         l13 = 100%   
   7    2 – 3 years      100         100         100         0.0191         0.0211         0.0211       β = 10%    l2 = 30%      l12 = 40%         l13 = 100%   
   8    3 – years      100         100         100         0.0248         0.0281         0.0281       β = 10%    l2 = 30%      l23 = 40%         l13 = 100%   

Zone 3

   9    4 – 5 years      75         75         75         0.0221         0.258         00.258       β = 10%    l3 = 30%      l23 = 40%         l13 = 100%   
   10    5 – 7 years      75         75         75         0.0263         0.0320         0.0320       β = 10%    l3 = 30%      l23 = 40%         l13 = 100%   
   11    7 – 10 years      75         75         75         0.0307         0.0401         0.0401       β = 10%    l3 = 30%      l23 = 40%         l13 = 100%   
   12    10 – 15 years      75         75         75         0.0332         0.0486         0.0486       β = 10%    l3 = 30%      l23 = 40%         l13 = 100%   
   13    15 – 20 years      75         75         75         0.0317         0.0534         0.0534       β = 10%    l3 = 30%      l23 = 40%         l13 = 100%   
     14    > 20 years      75         75         75         0.0278         0.0539         0.0539       β = 10%    l3 = 30%      l23 = 40%         l13 = 100%   

 

  (b)

Foreign Currency Risk

Exposure to foreign currency risk: The foreign currency risk is calculated using sensitivity factors linked to the credit risk rating of the issuing country.

The foreign currency risk as defined by the Central Bank of Chile is equal to:

 

LOGO

Where:

 

PNA

: Net asset position

PNP

: Net liabilities position

PN

: Net gold position

s

: Sensitivity factor for each currency

j

: Foreign currency

: Summation

|  |

: Absolute value

Max

: Maximum value

 

  (c)

Volatility Risk

Market risk exposure of options: options risk is calculated using sensitivity factors called delta, gamma and vega that basically measure the sensitivity of the value of the options to changes in the price of the underlying security and its volatility.

 

  (ii)

Banking Book

 

  (a)

Structural interest rate and inflation risk

The short-term interest rate risk and inflation risk of non-trading portfolio as defined by Central bank is equal to:

 

LOGO

 

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The long-term interest rate risk of the non-trading portfolio is calculated according to the following formula:

 

LOGO

Where:

 

Amt

: Non-trading Assets (Chilean pesos, inflation linked and foreign currency)

Pmt

: Non-trading Liabilities (Chilean pesos, inflation linked and foreign currency)

mt

: Sensitivity factor associated with interest rate movement

PNur

: Net position in inflation linked instruments, including those subject to price level restatement

t

: Factor that measures the sensitive to movements in the inflation index. This factor is equal a 2%

Dφ

: Effect on fess from shifts in interest rate and assumes a 200 basis point movement

rmt

: Sensitive factor to increase in interest rates

T

: Time period

M

: Currency (Chilean pesos, inflation linked and foreign currency)

: Summation

|  |

: Absolute value

 

            Change in interest rate (bp)      Sensitivity factor
short term
     Sensitivity factor long term (p mt)  

Period

        Ch$    UF    FX    (µt)    Ch$    UF    FX

1

   Up to 30 days    200    400    200    0.0192    0.0008    0.0016    0.0008

2

   31 days to 3 mths    200    400    200    0.0167    0.0030    0.0063    0.0031

3

   3 – 6 mths    200    400    200    0.0125    0.0067    0.0140    0.0070

4

   6 – 9 mths    200    400    200    0.0075    0.0110    0.0231    0.0116

5

   9 mths - 1 year    200    400    200    0.0025    0.0152    0.0320    0.0160

6

   1 – 2 years    200    300    200       0.0248    0.0399    0.0266

7

   2 – 3 years    200    200    200       0.0382    0.0422    0.0422

8

   3 – years    200    200    200       0.0496    0.0563    0.0563

9

   4 – 5 years    200    200    200       0.0591    0.0690    0.0690

10

   5 – 7 years    200    200    200       0.0702    0.0856    0.0856

11

   7 – 10 years    200    200    200       0.0823    0.1076    0.1076

12

   10 – 15 years    200    200    200       0.0894    0.1309    0.1309

13

   15 – 20 years    200    200    200       0.0860    0.1450    0.1450

14

   > 20 years    200    200    200       0.0762    0.1480    0.1480

As of December 31, 2013, our interest rate risk gap (less than one year), measured according to the above methodology, was 56.3% of our interest rate gross margin (profit or loss explained by the interest rate gap between balance assets and liabilities). As of the same date, our interest rate risk gap for long-term assets and liabilities was 29.3% of our regulatory capital. In each case, the interest rate risk gaps were in compliance with current Chilean regulations. Assets and liabilities included in this calculation belong to the above-mentioned unconsolidated non-trading, or structural, portfolio.

 

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  (iii)

Assumptions and Limitations of Regulatory Method

Simulation methodology should be interpreted in light of the limitations of our models, which include:

 

   

The scenario simulation assumes that the volumes remain on balance sheet and that they are always renewed at maturity, omitting the fact that credit risk considerations and pre-payments may affect the maturity of certain positions.

   

This model assumes set shifts in interest rates and sensitivity factors for different time periods and does not take into consideration any other scenario for each time period or other sensitivity factors.

   

The model does not take into consideration the sensitivity of volumes to these shifts in interest rates.

   

The model does not take into consideration our subsidiaries which are subject to market risks.

 

  2.

Funding Liquidity Risk

 

  a)

Management Tools

Our general policy is to maintain sufficient liquidity to ensure our ability to honor withdrawals of deposits, make repayments of other liabilities at maturity, extend loans and meet any other obligation. In order to comply with risk management objectives for funding liquidity risk, the monitoring and control structure is centered mainly on the following focal points:

 

   

Short-term maturity mismatch

   

Coverage capacity using liquid assets

   

Concentration of funding sources

Additionally, the monitoring and control structure for liquidity risk is complemented with stress testing in order to observe the institution’s ability to respond in the event of illiquid conditions.

 

  (1)

Internal Monitoring

 

  (a)

Limits and Warning Levels

 

  (i)

Thirty-day Liquidity Coverage Ratio

In addition to regulatory liquidity risk controls, we have also set internal liquidity limits, in order to safeguard the Bank’s payment capacity in the event of illiquid conditions; a minimum has been established for the instruments portfolio that enables cash flows to be quickly generated either through liquidation or because they can be used as collateral for new funding sources. As part of our policy, we have developed two internal liquidity model.

Minimum Liquidity Requirement: In order to ensure that the bank will permanently hold enough liquid assets to meet all payments derived from obligation made by third parties in the bank over the next three days, we consider a limit on the minimum amount of liquid assets to be held on a daily basis.

Liquidity Coverage Ratio, or LCR. We seek to ensure that, even under adverse conditions, we have access to the funds necessary to cover client needs, maturing liabilities. The purpose of the LCR model is to evaluate our funding capacity assuming a hypothetical scenario of illiquidity. The LCR is based on a stress scenario which assumes that an unusually large proportion of liabilities will be withdrawn over the next 20 days according with a stressed volatility. At the same time, liquid assets have to cover excess requirements.

The composition of liquid assets as of December 31, 2013 after applying the respective price volatility haircuts and market liquidity adjustments is presented in the table below.

 

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Liquid Assets CorpBanca Chile

 

Investment Portfolio Chile December 31, 2013

   Liquid Assets in Domestic
Currency (30 days)
     Liquid Assets in Foreign
Currency (30 days)
     Total Liquid Assets  

Cash and cash equivalents

     267,482         63,473         330,955   

Central bank or treasury bonds

     340,831                 340,831   

Sovereign bonds

     0         4,147         4,147   

Bank time deposits

     72,119            72,119   

Corporate bonds

     76,377         36,586         112,963   

Bank bonds

     21,980         7,278         29,258   

Repo agreements

     -64,247                 -64,247   

Average clearance reserves required

     -131,199         -13,535         -144,734   

Liquid assets

     583,343         97,949         681,292   

Figures in MCh$

        

TABLE 25: LIQUID ASSETS CORPBANCA CHILE

Liquid Assets CorpBanca Colombia

 

Investment Portfolio Colombia December 31,
2013 (MCh$)

   Liquid Assets in Domestic
Currency (30 days)
     Liquid Assets in Foreign
Currency (30 days)
     Total Liquid Assets  

Cash and cash equivalents

     129,603         8,280         137,883   

Central bank or treasury bonds

     454,570                 454,570   

Sovereign bonds

     0                   

Bank time deposits

     10,141         0         10,141   

Corporate bonds

     16,503                 16,503   

Bank bonds

     2,420                 2,420   

Repo agreements

                       

Average clearance reserves required

     109,222                 109,222   

Liquid assets

     613,237         8,280         621,517   

Figures in MCh$

        

TABLE 26: LIQUID ASSETS CORPBANCA COLOMBIA

 

  (ii)

Daily Wholesale Maturities

In order to control concentration of wholesale funding sources and safeguard compliance with obligations, the Bank monitors maturities of deposits in Chilean pesos by wholesale customers.

Special treatment is given to this customer segment for two reasons:

 

   

They individually could represent an important percentage of CorpBanca’s business.

   

Given the profile of these customers in the wholesale segment, the renewal rate for these deposits tends to be lower. This last reason is consistent with cash disbursement models in regulatory reports, which do not assume that wholesale customers will renew deposits.

 

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The maturity profile for wholesale deposits is monitored on a daily basis for every country. As a result, excesses are detected and reported based on the structure of the maturity profile. Forecasted excesses must be justified the day after they are reported and must then be managed.

 

  (iii)

Warning Levels for Liquidity Requirements

In addition to monitoring and reporting all internal limits on a daily basis, senior management is informed each month through the A&L Committee and the Board of Directors is informed each quarter. Special importance is placed on the Bank’s liquidity position by presenting an analysis of measurements of concentration, performance, premiums paid and/or other relevant variables.

 

  (a)

Monitoring Funding Sources

Monitoring of variations in the stock of short-term funding such as time and demand deposits for each of the segments represents a key variable in monitoring the Bank’s liquidity. Identifying abnormal volatilities in these funding sources enables the Bank to quickly foresee possible undesired liquidity problems and thus to suggest action plans for managing them.

During 2013, different strategies were implemented to diversify liabilities, including:

 

   

Expanding stable funding sources such as on-line time deposits by individuals

   

Issuing bonds abroad for US$ 800 million, giving more stability to funding sources and decompressing the short-term institutional debt market.

   

Capital increase of more than US$ 600 million.

This strategy enabled the Bank to continue to improve its funding structure, providing more stable funding.

 

  (b)

Survival Horizon under Individual Stress

As a function of stressed maturities and renewal ratios, days of survival are estimated based on projected liquidity needs and the portfolio of available liquid assets. Based on these scenarios, any significant deviation is studied to determine whether action plans need to be implemented.

 

  (b)

Stress Tests

Stress testing is a tool that complements the analysis of liquidity risk management as it enables the Bank to know its ability to respond in the event of extreme illiquid conditions and to trigger its contingency plans, if necessary, to address such conditions.

In particular, three types of scenarios are modeled:

 

   

Individual Crisis: the financial system losses confidence in the Bank, which translates into important withdrawals from demand accounts, decreases in deposits and bond investments by customers and penalties to its funding rates.

   

Systemic Crisis: Local weakening of financial and credit conditions that causes the market to seek refuge in the U.S. dollar, greater restrictions on access to credit from abroad, massive outflows of capital, increases in the use of lines of credit and downward adjustments in expectations for the monetary policy rate.

   

Global Crisis: Global weakening of financial, credit and economic conditions that causes the market to seek refuge in the U.S. dollar, greater restrictions on access to credit from abroad, decreased exposure to credit risk (replaced by sovereign risk), increases in the use of lines of credit and downward adjustments in expectations for the monetary policy rate.

 

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  (2)

Regulatory Monitoring

 

  (a)

Reserve Requirement

The minimum amount of liquidity is determined by the reserve requirements set by the Central Bank of Chile. These reserve requirements are currently 9% of demand deposits and 3.6% of time deposits. We are currently in compliance with these requirements. In addition, we are subject to a technical requirement applicable to Chilean banks pursuant to which we must hold a certain amount of assets in cash or in highly liquid instruments, if the aggregate amount of the following liabilities exceeds 2.5 times the amount of our net capital base:

 

   

Deposits in checking accounts,

   

Other demand deposits or obligations payable on demand and incurred in the ordinary course of business,

   

Other deposits unconditionally payable immediately or within a term of less than 30 days, and

   

Time deposits payable within ten days.

 

  (b)

Liquidity requirement

In accordance with Chapter III B.2 from the Central Bank of Chile and Chapter 12-9 of the Updated Compilation of Standards from the Superintendency of Banks and Financial Institutions, the Bank must measure and control its liquidity position based on the difference between cash flows payable from liability and expense accounts and cash flows receivable from asset and income accounts for a given period or time band, which is called maturity mismatch.

This measurement is determined for controlling the liquidity position of the Bank itself and of its subsidiaries. The maturity mismatch calculation is carried out separately for domestic and foreign currency, setting limits based on capital and cash flows accumulated at 30 and 90 days:

 

   

The maturity mismatch in all currencies for periods less than or equal to 30 days must be less than or equal to the Bank’s basic capital.

   

The maturity mismatch in foreign currencies for periods less than or equal to 30 days must be less than or equal to the Bank’s basic capital.

   

The maturity mismatch in all currencies for periods less than or equal to 90 days must be less than or equal to twice the Bank’s basic capital.

In full compliance with the Central Bank of Chile and the Superintendency of Banks and Financial Institutions, CorpBanca’s Board of Directors approved a policy to measure and control its liquidity position based on maturity mismatches on an adjusted basis with a 10% cushion with respect to the regulatory limit.

A greater cash flows mismatch represents a greater liquidity risk. This regulatory requirement must be communicated by all banks, so each investor can compare the information described above and identify the banks that have greater liquidity risk.

The table below shows the use of mismatch limits as of year-end 2013 and some consumption statistics for the year.

 

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     Year-end 2013      Statistics 2013  

Table of Contents

   Limit
[MCh$]
     Mismatch
[MCh$]
     Excess
Reserves
[MCh$]
     Minimum
[MCh$]
     Average
[MCh$]
     Maximum
[MCh$]
 

All currencies 30 days

     1.404.443         -146.681         1.257.762         611.922         1.178.762         1.759.117   

All currencies 90 days

     2.808.886         -981.388         1.827.498         2.539.372         3.186.578         3.606.788   

Foreign currency 30 days

     1.404.443         19.210         1.423.653         675.159         1.112.338         1.329.750   
     Year-end 2012      Year-end 2011  

Table of Contents

   Limit
[MCh$]
     Mismatch
[MCh$]
     Excess
Reserves
[MCh$]
     Limit
[MCh$]
     Mismatch
[MCh$]
     Excess
Reserves
[MCh$]
 

All currencies 30 days

     927.030         219.292         1.146.322         725.845         293.239         1.019.084   

All currencies 90 days

     1.854.060         -1.079.885         774.175         1.451.690         -813.924         637.766   

Foreign currency 30 days

     927.030         -462.366         464.664         725.845         -71.351         654.494   
        Basic Capital referred to November of each year   

TABLE 27: REGULATORY LIMITS AND CURRENCY MISMATCHES

Tables 28, 29 and 30 show the evolution of consumption for each limit in 2013.

 

LOGO

TABLE 28: EVOLUTION OF CONSOLIDATED MISMATCH IN ALL CURRENCIES AT 30 DAYS DURING 2013

 

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LOGO

TABLE 29: EVOLUTION OF CONSOLIDATED MISMATCH IN ALL CURRENCIES AT 90 DAYS DURING 2013

 

LOGO

TABLE 30: EVOLUTION OF CONSOLIDATED MISMATCH IN FOREIGN CURRENCIES AT 30 DAYS DURING 2013

With respect to the Colombian market, regulatory measurement known as the standard LRI model measures seven and 30-day mismatches of balance sheet positions (assets and liabilities) and off-balance sheet positions such as derivatives.

The model indicates that renewal percentages are not applied for positions with contractual maturities. For positions without contractual maturities, historical behavior is analyzed in order to estimate structural cash flows and volatilities.

The net liquidity repayment is calculated as the difference between outflows and the minimum between 75% of outflows and total inflows. This requirement cannot be greater than liquid assets.

 

 

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Table of Contents

LOGO

TABLE 31: EVOLUTION OF 7-DAY CONSOLIDATED LRI IN COLOMBIA FOR 2013

 

LOGO

TABLE 32: EVOLUTION OF 30-DAY CONSOLIDATED LR IN COLOMBIA FOR 2013

 

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Below we show additional information on liquidity GAP by buckets for Chile and Colombia for the year end 2013.

 

Chile 2013 (MMCh$)

 

Term

   7 Days      15 Days      30 Days      60 Days      90 Days      180 Days      360 Days      >> 360 Days  

Cash outflows

     -927.496         -336.171         -536.785         -842.926         -579.631         -1.171.442         -838.664         -4.273.298   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Cash inflows

     1.047.438         294.787         311.547         270.998         316.851         708.592         943.367         6.601.402   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Static cash Flows

     119.941         -41.384         -225.238         -571.928         -262.780         -462.849         104.703         2.328.103   

Cumulative Cash Flows

     119.941         78.558         -146.681         -718.608         -981.388         -1.444.238         -1.339.535         988.569   

Colombia 2013 (MMCh$)

 

Term

   7 Days      15 Days      30 Days      60 Days      90 Days      180 Days      360 Days      >> 360 Days  

Cash outflows

     -442.154         -152.429         -413.696         -385.502         -424.248         -522.769         -539.206         -2.886.830   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Cash inflows

     1.262.249         103.727         196.904         270.590         240.908         584.117         622.817         3.689.443   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Static cash Flows

     820.095         -48.702         -216.792         -114.912         -183.340         61.348         83.611         802.613   

Cumulative Cash Flows

     820.095         771.393         554.601         439.688         256.348         317.696         401.307         1.203.920   

 

  D.

Disclosures Regarding Derivative Financial Instruments

We enter into transactions involving derivative instruments particularly foreign exchange contracts, as part of our asset and liability management and in acting as a dealer to satisfy our clients’ needs. These transactions arise from forward exchange contracts which are of two types: (i) transactions covering two foreign currencies and (ii) transactions covering Chilean pesos against the U.S. dollar.

Foreign exchange forward contracts involve an agreement to exchange the currency of one country for the currency of another country at an agreed-upon price and settlement date. These contracts are generally standardized contracts, normally for periods between 1 and 180 days and are not traded in a secondary market; however, in the normal course of business and with the agreement of the original counterparty, they may be terminated or assigned to another counterparty.

When we enter into a forward exchange contract, we analyze and approve the credit risk (the risk that the counterparty might default on its obligations). Subsequently, on an ongoing basis, we monitor the possible losses involved in each contract. To manage the level of credit risk, we deal with counterparties of good credit standing, enter into master netting agreements whenever possible and, when appropriate, obtain collateral.

The Central Bank of Chile requires that foreign exchange forward contracts be made only in U.S. dollars and other major foreign currencies. Most of our forward contracts are made in U.S. dollars against the Chilean peso or the UF. In September 1997, the Central Bank of Chile changed its regulations with respect to foreign currency forward contracts. We may now enter into foreign currency forward contracts with companies organized and located outside of Chile, including foreign subsidiaries of Chilean companies.

Unrealized gains, losses, premiums and discounts arising from foreign exchange forward contracts are shown under other assets and other liabilities.

 

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The following table summarizes our derivative portfolio as of December 31, 2011:

 

As of December 31, 2011    Up to 3 months      3 months to 1 year      Over one year      Gross
Unrealized
Gains
     Gross
Unrealized
Losses
 
     MCh$      MCh$      MCh$      MCh$      MCh$  

Derivatives held-for-trading

              

Foreign Currency Forwards

     4,774,162         2,090,350         174,618         66,605         60,570   

Interest Rate Swap

     1,583,067         2,055,175         1,689,879         100,917         67,965   

Foreign Currency Swap

     12,506         164,186         585,444         76,282         32,612   

Foreign Currency Call Options

     3,396         2,332         206         140         114   

Foreign Currency Put Options

     3,004         4,182         96         76         22   

Derivatives hedge accounting

              

Interest rate swaps

     105         697,200         351,522         4,962         2,244   

Foreign currency swaps

     —           —           58         —           3,345   

Liquidity Risk

              248,982         166,872   
              
         
As of December 31, 2012    Up to 3 months      3 months to 1 year      Over one year      Gross
Unrealized
Gains
     Gross
Unrealized
Losses
 
     MCh$      MCh$      MCh$      MCh$      MCh$  

Derivatives held-for-trading

              

Foreign Currency Forwards

     6,386,608         2,346,547         253,571         58,249         62,794   

Interest Rate Swap

     550,021         1,152,021         4,430,469         98,576         74,290   

Foreign Currency Swap

     157,476         296,442         2,420,473         104,629         51,323   

Foreign Currency Call Options

     75,646         65,871         2,108         303         1,114   

Foreign Currency Put Options

     36,646         43,790         1,940         1,070         663   

Derivatives hedge accounting

              

Interest rate swaps

     —           703,522         336,819         5,118         1,997   

Foreign currency swaps

     —           51,418         113,622         82         1,663   

Liquidity Risk

              268,027         193,844   
              
         
As of December 31, 2013    Up to 3 months      3 months to 1 year      Over one year      Gross
Unrealized
Gains
     Gross
Unrealized
Losses
 
     MCh$      MCh$      MCh$      MCh$      MCh$  

Derivatives held-for-trading

              

Foreign Currency Forwards

     6,744,016         3,501,634         411,396         70,232         61,377   

Interest Rate Swap

     1,083,725         2,915,462         11,989,083         152,591         93,382   

Foreign Currency Swap

     131,745         490,918         2,906,968         147,357         111,256   

Foreign Currency Call Options

     129,766         118,551         —           1,968         3,549   

Foreign Currency Put Options

     45,611         60,584         —           512         562   

Derivatives hedge accounting

              

Foreign Currency Forwards

     89,186         14,891         74,591         33         793   

Interest rate swaps

     20,979         321,447         510,407         416         7,402   

Foreign currency swaps

     —           163,459         63,721         3,171         3,262   

Liquidity Risk

     8,245,028         7,586,946         15,956,166         376,280         281,583   

 

    Financial Position     Profit or loss  
    Positions           Unrealized     Unrealized     Net Effect     Realized     Total     Unrealized     Coverage Element  
 

 

 

 
    Assets     Liabilities     Gain/(Loss)     Gain/(Loss) 2010     Gain/(Loss)     Gain/(Loss)           Gain/(Loss)
Other
Comprehensive
Income
    Gain/(Loss)  
As of December 2011   MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
    (A)     (B)     (A-B) = (C)     (D)     (C) - (D) = (E)     (F)     (E) + (F) = (G)     (H)     (I)  

Derivatives held-for-trading

        Note 7        Note 7            Note 25        Note 22        Note 23   

Foreign currency forwards

    66.605        60.570        6.035        (12.820     18.855        (4.679     14.176       

Interest rate swaps

    100.917        67.965        32.952        13.304        19.648        (9.106     10.542       

Foreign currency swaps

    76.282        32.612        43.670        28.319        15.351        39.914        55.265       

Foreign currency call options

    140        114        26        11        15        154        169       

Foreign currency put options

    76        22        54        252        (198     40        (158    
 

 

 

       

 

 

     

Total derivatives held-for-trading

    244.020        161.283        82.737        29.066            79.994        (2.743  

Derivatives hedge accounting

        Note 7        Note 7            Note 26       

Fair Value hedges

    2.877        3.310        (433     (260     (173     (9.328     (9.501     —          (2.864

Cash flow hedges

    2.085        2.279        (194     —          (194     (16.678     (16.872     (2.576     —     
 

 

 

       

 

 

 

Total derivatives hedge accounting

    4.962        5.589        (627     (260         (26.373     (2.576     (2.864
 

 

 

               

Total

    248.982        166.872                 
 

 

 

               
    Financial Position     Profit or loss  
    Positions           Unrealized     Unrealized     Net Effect     Realized     Total     Unrealized     Coverage Element  
 

 

 

 
    Assets     Liabilities     Gain/(Loss)     Gain/(Loss) 2011     Gain/(Loss)     Gain/(Loss)           Gain/(Loss)
Other
Comprehensive
Income
    Gain/(Loss)  
As of December 2012   MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
    (A)     (B)     (A-B) = (C)     (D)     (C) - (D) = (E)     (F)     (E) + (F) = (G)     (H)     (I)  

Derivatives held-for-trading

        Note 8        Note 8            Note 26        Note 23        Note 24   

Foreign currency forwards

    58.249        62.794        (4.545     6.035        (10.580     (717     (11.297    

Interest rate swaps

    98.576        74.290        24.286        32.952        (8.666     16.095        7.429       

Foreign currency swaps

    104.629        51.323        53.306        43.670        9.636        17.064        26.700       

Foreign currency call options

    303        1.114        (811     26        (837     1.257        420       

Foreign currency put options

    1.070        663        407        54        353        72        425       
 

 

 

       

 

 

     

Total derivatives held-for-trading

    262.827        190.184        72.643        82.737            23.677       

Derivatives hedge accounting

        Note 8        Note 8            Note 27       

Fair Value hedges

    3.060        308        2.752        (433     3.185        3.018        6.203        —          (2.504

Cash flow hedges

    2.140        3.352        (1.212     (194     (1.018     (558     (1.576     570        —     
 

 

 

       

 

 

 

Total derivatives hedge accounting

    5.200        3.660        1.540        (627         4.627        570        (2.504
 

 

 

               

Total

    268.027        193.844                 
 

 

 

               
    Financial Position     Profit or loss  
    Positions     Final     Opening     Unrealized     Realized     Net Effect     Unrealized     Coverage Element  
 

 

 

 
    Assets     Liabilities     Position     Position     Gain/(Loss)     Gain/(Loss)     Gain/(Loss)     Gain/(Loss)
Other
Comprehensive
Income
    Gain/(Loss)  
As of December 2013   MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
    (A)     (B)     (A-B) = (C)     (D)     (C)-(D) = (E)     (F)     (E) + (F) = (G)     (H)     (I)  

Derivatives held-for-trading

        Note 8        Note 8            Note 26        Note 23        Note 24   

Foreign currency forwards

    70.232        61.377        8.855        (4.545     13.400        18.130        31.530       

Interest rate swaps

    152.591        93.382        59.209        24.286        34.923        2.393        37.316       

Foreign currency swaps

    147.357        111.256        36.101        53.306        (17.205     8.748        (8.457    

Foreign currency call options

    1.968        3.549        (1.581     (811     (770     (4.362     (5.132    

Foreign currency put options

    512        562        (50     407        (457     3.671        3.214       
 

 

 

     

Total derivatives held-for-trading

    372.660        270.126        102.534        72.643        29.891        28.580        58.471       

Derivatives hedge accounting

        Note 8        Note 8            Note 27       

Total derivatives hedge accounting

    3.620        11.457        (7.837     1.540        (9.377     10.436        1.059        (5.187     6.955   
 

 

 

               

Total

    376.280        281.583                 
 

 

 

               

 

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ITEM 12.            DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

AMERICAN DEPOSITARY SHARES

Fees and Expenses

Effective as of May 7, 2012, Deutsche Bank Trust Company Americas serves as the depositary for our ADSs. Holders of the ADRs are required to pay the fees set forth in the table below 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. The depositary may decide, in its sole discretion, to seek payment by either billing holders or by deducting the fee from one or more cash dividends or other cash distributions.

 

Depositary service

  

Fee payable by ADR holders

Issuance and delivery of ADRs, including in connection with share distributions, stock splits or other distributions (except when converted to cash); exercise rights; cancellation or withdrawal of ADSs, including cash distributions in connection with a cancellation or withdrawal.

  

US$5.00 (or less) per 100 ADSs (or fraction thereof)

Any distribution of cash proceeds to ADS registered holders, including cash dividends or sale of rights and other entitlements not made pursuant to a cancellation or withdrawal.

  

US$2.00 (or less) per 100 ADS

Operation and maintenance costs.

  

US$2.00 (or less) per 100 ADS

Direct and indirect payments by the depositary

    

Transfer and registration of shares on our share register to or from the name of the Depositary or its agent when you deposit or withdraw shares

  

Cable, telex and facsimile transmissions and electronic transmissions (when expressly provided in the deposit agreement).

  

Any fees, charges and expenses incurred in connection with the conversion of foreign currency, compliance with exchange control regulations and other regulatory requirements.

  

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty, or withholding taxes.

  

Any fees and expenses incurred by the depositary in connection with the delivery of deposited securities, including any fees of a central depositary for securities in the local market, where applicable.

  

Any other fees, charges costs or expenses incurred by the depositary or its agents for servicing the deposited securities.

  

Any other charges and expenses of the depositary under the deposit agreement will be paid by the Company upon agreement between the depositary and the Company. All fees and charges may, at any time and from time to time, be changed by agreement between the depositary and the Company but, in the case of fees and charges payable by ADS holders and beneficial owners, only in the manner contemplated by Article 20 of the ADR.

The depositary reimburses the Company for certain expenses incurred by the Company that are related to the ADR facility upon such terms and conditions as the Company and the depositary have agreed and may hereinafter agree from time to time. The depositary may make available to the Company a set amount or a portion of the depositary fees charged in respect of the ADR facility or otherwise upon such terms and conditions as the Company and the depositary may agree from time to time.

 

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PART II

ITEM 13.            DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There have been no defaults, dividend arrearages or delinquencies in any payments for the year ended December 31, 2013.

ITEM 14.            MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

There have been no material modifications to the rights of security holders for the year ended December 31, 2013.

ITEM 15.            CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

As of December 31, 2013, CorpBanca, under the supervision and with the participation of our management, including the CEO and the CFO, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). There are inherent limitations to the effectiveness of any control system, including the possibility of human error and the circumvention or overriding of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.

Based upon the evaluation, our CEO and CFO concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information relating to us, including our consolidated subsidiaries, with the exception of Helm Bank which we acquired in a two step transaction on August 6 and August 29, 2013, required to be disclosed in the reports that we file under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the management, including principal financial officers as appropriate to allow timely decisions regarding required disclosure.

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 Rule 13a-15(f) under the Exchange Act. Our 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 IFRS as issued by the International Accounting Standards Board (IFRS-IASB).

Our internal control over financial reporting includes those policies and procedures that:

 

   

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets,

   

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS-IASB and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

   

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements. 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.

As of December 31, 2013, pursuant to SEC guidelines, management excluded from its assessment of internal control over financial reporting an assessment of internal control over financial reporting for the recently

 

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acquired Helm Bank. Helm Bank’s financial statements constitute 23% of total consolidated assets, 15% of consolidated net interest income, 11% of consolidated net service fee income, 15% of consolidated total operating income, net of loan losses, interest and fees and 14% of consolidated income before income taxes as of and for the year ended December 31, 2013.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, (COSO). Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.

Our independent registered public accounting firm, Deloitte, has audited the consolidated financial statements included in this Annual Report, and as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting as of December 31, 2013.

 

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ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

 

LOGO

  

 

Deloitte

Auditores y Consultores Limitada

RUT: 80.276.200-3

Rosario Norte 407

Las Condes, Santiago

Chile

Fono: (56-2) 2729 7000

Fax: (56-2) 2374 9177

e-mail: deloittechile@deloitte.com

www.deloitte.cl

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

    CorpBanca

We have audited the internal control over financial reporting of CorpBanca and subsidiaries (the “Bank”) as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management´s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Helm Bank S.A., which was acquired on August 6 and 29, 2013 and whose financial statements constitute 23% of total assets, 15% of net interest income, 11% of net service fee income, 15% of total operating income, net of loan losses, interest and fees, and 14% of income before income taxes of the consolidated financial statement amounts as of and for the year ended December 31, 2013. Accordingly, our audit did not include the internal control over financial reporting at Helm Bank S.A.. 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 Annual 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). 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.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Bank maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), the consolidated financial statements as of and for the year ended December 31, 2013 of the Bank and our report dated May 15, 2014 expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph concerning the translation of Chilean peso amounts into U.S. dollar amounts in conformity with the basis stated in Note 1ff) and that such U.S. dollar amounts are presented solely for the convenience of readers in the United States of America.

 

LOGO

Santiago, Chile

May 15, 2014

 

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were changes in our internal controls over financial reporting in connection with the evaluation required by paragraph (d) of 17 CFR 240.a13a-15 or 240.15d-15 that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting related to the acquisition of CorpBanca Colombia.

 

ITEM 16. RESERVED

 

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

We believe that each of the members of our Audit Committee qualifies as an “audit committee financial expert” within the meaning of this Item 16A, in that (i) each has an understanding of IFRS and financial statements, (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves, (iii) significant experience auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the financial statements and experience supervising persons engaged in such activities, (iv) an understanding of internal control over financial accounting and reporting, and (v) an understanding of the functions of an audit committee.

 

ITEM 16B. CODE OF ETHICS

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Exchange Act. Our code of ethics applies to our CEO, CFO, principal accounting officer and persons performing similar functions, as well as to our directors and other employees without exception. A copy of our code of ethics, as amended, along with our Code of Conduct in the Securities Market, is attached as an exhibit to this Annual Report.

Our code of ethics is available on our website, at www.corpbanca.cl under the heading “Gobiernos Corporativos”.

No waivers have been granted to the code of ethics since its adoption that applies to the persons indicated above.

 

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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to us by our independent auditors during the fiscal years ended December 31, 2011, 2012 and 2013:

 

     Year ended December 31,  
                 2011                             2012                             2013               
     (in millions of constant Ch$)  

Audit fees

   478    596      1,279   

Audit-related fees

           94   

Tax fees

   37    10        

All other fees

   854    668      36   
  

 

  

 

  

 

 

 

Total

   1,369    1,274      1,410   
  

 

  

 

  

 

 

 

Audit fees in the above table are the aggregate fees billed by Deloitte in connection with the audit of our financial statements and services that are normally provided by Deloitte in connection with statutory and regulatory filings or engagements.

Audit-related fees in the above table are the aggregate fees billed by Deloitte for the audit and review of our filings under the Securities Act.

Tax fees in the above table are the aggregate fees billed by Deloitte for tax compliance, tax advice, and tax planning.

Other services are fees billed to us by Deloitte in connection with consulting work and advice on accounting matters (which are unrelated to the auditing of the accounts).

PRE-APPROVAL POLICIES AND PROCEDURES

Our Audit Committee approves all audit, audit-related services, tax services and other services provided by Deloitte. Any services provided by Deloitte that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee prior to any engagement.

 

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

CorpBanca’s audit committee does not meet the requirements of Exchange Act Rule 10A-3 because Alejandro Ferreiro Yazigi and Juan Echeverría González do not meet the Exchange Act Rule 10A-3(b)(1) independence requirements. CorpBanca is relying on the general exemption contained in Exchange Act Rule 10A-3(c)(3), which provides an exemption from NYSE’s listing standards relating to audit committees for foreign companies like CorpBanca. CorpBanca’s reliance on Rule 10A-3(c)(3) does not, in the opinion of management, materially adversely affect the ability of its audit committee to act independently and to satisfy the other requirements of Exchange Act Rule 10A-3.

 

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The following table sets out certain information concerning purchases of our shares registered under Section 12 of the Exchange Act by us or any affiliated purchaser during fiscal year 2013:

 

Period

   (a) Total number of
shares purchased
     (b) Average
price paid
per share
(in Ch$)
     (c) Total number of
shares purchased as
part of publicly
announced plans or
programs
     (d) Maximum
number of shares
that may yet be
purchased under the
plan or programs
 

January 2013

     1,093,238,331         6.58                   

February 2013

     70,261,977         6.25                   

March 2013

                               

April 2013

                               

May 2013

                               

June 2013

                               

July 2013

     388,931,237         5.07                   

August 2013

     286,038,473         4.93                   

September 2013

     14,451,741         5.36                   

October 2013

                               

November 2013

                               

December 2013

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,852,921,759         5.64                   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

 

ITEM 16G. CORPORATE GOVERNANCE

Pursuant to Section 303A.11 of the Listed Company Manual of the New York Stock Exchange, “foreign private issuers” are required to provide a summary of the significant ways in which their corporate governance practices differ from those corporate governance standards required of U.S. companies by the New York Stock Exchange. As a Chilean bank, our corporate governance standards are governed by our by-laws, the Chilean General Banking Law, the Chilean Corporations Law, the Ley de Mercado de Valores No. 18,045, or the Securities Market Law, and the regulations issued by the SBIF. The following chart notes these differences:

 

NYSE Corporate Governance Standards

  

Chilean Corporate Governance Standards

Listed companies must have a majority of independent directors and independence test.

  

Publicly traded companies (sociedades anónimas abiertas) must designate at least one independent director and a Directors Committee, if they have a market capitalization equal to or greater than the equivalent of 1,500,000 unidades de fomento, and at least 12.5% of its issued shares with voting rights are held by shareholders who individually control or own less than 10% of such shares. Under Chilean law, directors elected by a group or class of shareholders have the same duties to the company and to the shareholders as do the remaining directors, and all transactions with the company in which a director has an interest, either personally (which includes the director’s spouse and certain relatives) or as a representative of a third party, requires a report from the directors committee and the prior approval by the board of directors and must be entered into the interest of the Company and on market terms and conditions. Such transactions must be reviewed by the Directors Committee and disclosed at the subsequent shareholders’ meeting.

Non-management directors must meet at regularly scheduled executive sessions without management.

  

Chilean law establishes that our executive officers may not serve as directors and therefore, all of our directors are non-management. Our Board of Directors meets regularly on a monthly basis.

Listed companies must have a nominating/corporate governance committee composed entirely of independent directors. The committee must have a written charter addressing the committee’s purpose and responsibilities, which must include (i) identifying, and selecting or recommending, qualified individuals to serve as board members, (ii) developing and recommending corporate governance guidelines; and (iii) overseeing the evaluation of the board and management.

  

Under Chilean law, we are not required to have, and do not have, a nominating/corporate governance committee. Under Chilean law, the only committees that are required are the Audit Committee, the Directors Committee, the Anti-Money Laundering Committee and the Anti-Terrorism Finance Committee.

 

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Listed companies must have a compensation committee composed entirely of independent directors. The committee must have a written charter addressing an annual performance evaluation of the committee and addressing the committee’s purpose and responsibilities, which must include (i) determining and approving the CEO’s compensation level based on an evaluation of the CEO’s performance in light of relevant corporate goals and objectives, (ii) making recommendations with respect to non-CEO executive officer compensation and (iii) producing a committee report on executive officer compensation.

  

Under Chilean law we are not required to have a compensation committee. Our Board of Directors establishes the compensation of our CEO and does a performance evaluation. The Directors Committee examines the compensation program of executive officers.

Shareholders must have the opportunity to vote on all equity-compensation plans and material revisions thereto, subject to limited exemptions.

  

Our compensation policies do not provide for equity compensation plans.

Listed companies must adopt and disclose corporate governance guidelines. The guidelines must address (i) director qualification standards, (ii) director responsibilities, (iii) director access to management, (iv) director compensation, (v) director orientation and continuing education, (vi) management succession, and (vii) annual performance evaluation of the board.

  

Under Chilean law we are not required to adopt or disclose our corporate governance guidelines. We follow corporate governance guidelines established by Chilean laws which include, among others (i) active participation of directors in our main committees, (ii) the requirement that all employees sign and be knowledgeable of our code of ethics, (iii) a separation of functions — our commercial segment is separated from the back office and risk segments and main credit decisions are taken in committee, (iv) monthly review by the audit committee of internal audit reports and (v) the appointment of an officer who oversees compliance with the code of ethics.

Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose waivers thereof for directors or executive officers.

  

We have a code of business and ethics conduct which drives business and ethic conduct of our CEO, CFO and each employee. This code must be signed by each of our employees and is published in our intranet; it is included as an exhibit in this Annual Report.

Listed companies must have an audit committee that meets the requirements of Exchange Act Rule 10A-3 or be exempt therefrom. If the company has an audit committee, each member must meet Exchange Act Rule 10A-3(b)(1) independence requirements or be exempt therefrom. In particular, Exchange Act Rule 10A-3(b)(1) requires that each member of the audit committee be a member of the board of directors of the issuer, and must otherwise be independent.

  

Under Chilean law, all Chilean banks must establish an audit committee composed of two or more members, two of whom must be directors appointed by the board of directors. The SBIF recommends that at least one of the members of the audit committee, who must also be a member of the board of directors, be experienced with respect to the accounting procedures and financial aspects of banking operations. The members of the audit committee appointed by the board of directors must be independent according to the criteria set by the board of directors. In furtherance of the independence of the audit committee, the Board of Directors has determined that audit committee members should not, for the last three years, have held positions as our principal executive officers, have performed professional services for us, have commercial commitments with us or with any of our affiliates or related persons or have relations with other entities related to us from which they have

 

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received material payments. Moreover, they may not accept any payment or other compensatory fee from us, other than in their capacity as members of the audit committee or of other committees. All the members of the audit committee receive a monthly remuneration.

 

ITEM 16H.             MINE SAFETY DISCLOSURE

Not applicable.

PART III

 

ITEM 17.             FINANCIAL STATEMENTS

Not applicable.

 

ITEM 18.             FINANCIAL STATEMENTS

See the following items starting at page F-1:

 

  (a)

Report of Independent Registered Public Accounting Firm

 

  (b)

Consolidated Statement of Financial Position as of 2013 and 2012

 

  (c)

Consolidated Statement of Income for the three years ended December 31, 2013

 

  (d)

Consolidated Statement of Comprehensive Income for the three years ended December 31, 2013

 

  (e)

Statement of Changes in Shareholders’ Equity for the three years ended December 31, 2013

 

  (f)

Consolidated Statement of Cash Flows for each of the three years ended December 31, 2013

 

  (g)

Notes to the Consolidated Financial Statements.

 

ITEM 19.             EXHIBITS

The following exhibits are filed as part of this Annual Report:

 

Exhibit 1.1  

Articles of Incorporation and By-laws (estatutos sociales) of CorpBanca, including amendments thereto (English language translation).

Exhibit 2.(a).1**  

Form of Amended and Restated Deposit Agreement, dated as of May 7, 2012, by and among CorpBanca, Deustche Bank Trust Company Americas, as depositary, and the registered holders and beneficial owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, including a form of American Depositary Receipt.

Exhibit 2.(a).2*  

Form of CorpBanca Share Certificate (English language translation).

Exhibit 2.(b).1******  

Indenture dated January 15, 2013, between CorpBanca and Deutsche Bank Trust Company Americas, as Trustee, related to CorpBanca’s 3.125% Senior Notes due 2018.

Exhibit 2.(b).2******   First Supplemental Indenture dated January 15, 2013, between CorpBanca and Deutsche Bank Trust Company Americas, as Trustee, related to CorpBanca’s 3.125% Senior Notes due 2018.

 

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Exhibit 2.(b).3******  

Form of Global Note due 2018 (included in Exhibit 2.(b).1).

Exhibit 3.1*****  

Consolidated Text of the Share Purchase Agreement, dated December 6, 2011, by and among Banco Santander, S.A., CorpBanca, and Inversiones Corpgroup Interhold Limitada (including the modifications agreed to by the parties on February 21, 2012)

Exhibit 3.2*****  

Addendum No. 1 to Share Purchase Agreement, dated February 21, 2012, by and among Banco Santander, S.A., CorpBanca, and Inversiones Corpgroup Interhold Limitada

Exhibit 4.(a).1*  

Systems Operations Services Agreement, dated as of March 30, 2001, between IBM de Chile S.A.C. and CorpBanca (English language translation).

Exhibit 4.(a).2(i)  

Service Contract, dated as of July 6, 2001, between Inversiones Corp Group Interhold Ltda. and CorpBanca, as amended (English language translation).

Exhibit 4.(a).2(ii)   Service Contract, dated as of April 10, 2008, between Inversiones Corp Group Interhold Ltda. and CorpBanca, as amended (English language translation).
Exhibit 4.(a).2(iii)  

Service Contract, dated as of March 27, 2012, between Corp Group Holding Inversiones Ltda. and CorpBanca, as amended (English language translation).

Exhibit 4.(a).3*  

Software Consulting and Development Agreement, “IBS” Integrated Banking System, dated as of October 4, 2001, between Datapro, Inc. and CorpBanca (English language translation).

Exhibit 4.(a).4*  

Agreement to Participate in the Automated Teller Machine Network Operated by Redbanc S.A., dated as of April 1, 2001, among Redbanc S.A. and CorpBanca (English language translation).

Exhibit 4.(a).5****  

Sublease Automatic Teller Machine Contract, dated as of November 26, 2008, among SMU S.A., Rendic Hermanos S.A., Supermercados Bryc S.A. and Distribuidora Super Diez S.A. and CorpBanca (English language translation).

Exhibit 4.(a).6******  

Credit Agreement, dated as of July 24, 2012, by and among CorpBanca, as borrower, Standard Chartered Bank, as administrative agent, HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as lead arrangers and book-runners, and Commerzbank Aktiengesellschaft, as lead arranger.

Exhibit 8.1   List of subsidiaries of CorpBanca.
Exhibit 10.C.1  

Transaction Agreement dated as of January 29, 2014, by and among CorpBanca, Inversiones Corp Group Interhold Limitada, Inversiones Saga Limitada, Itaú Unibanco and Itaú Chile.

Exhibit 11.1****  

English language translation of CorpBanca’s Code of Ethics, as amended.

Exhibit 11.2***  

English language translation of CorpBanca’s Code of Conduct in the Securities Market

Exhibit 12.1  

Certification of the CEO of CorpBanca required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

 

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Exhibit 12.2   

Certification of the CFO of CorpBanca required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

Exhibit 13.1   

Certification of the CEO of CorpBanca required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2   

Certification of the CFO of CorpBanca required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

 

 

*

Filed as an exhibit to our Form 20-F (File No. 001-32305) filed on September 24, 2004, and incorporated herein by reference.

 

**

Filed as an exhibit to our registration statement on Form F-6 (File No. 001-32305) filed on April 30, 2012, and incorporated herein by reference.

 

***

Filed as an exhibit to our annual report on Form 20-F (File No. 001-32305) for the year ended December 31, 2006 filed on June 29, 2007, and incorporated herein by reference.

 

****

Filed as an exhibit to our annual report on Form 20-F (File No. 001-32305) for the year ended December 31, 2008 filed on June 30, 2009, and incorporated herein by reference.

 

*****

Filed as an exhibit to our annual report on Form 20-F (File No. 001-32305) for the year ended December 31, 2011 filed on April 30, 2012, and incorporated herein by reference.

 

******

Filed as an exhibit to our annual report on Form 20-F (File No. 001-32305) for the year ended December 31, 2012 filed on May 15, 2013, and incorporated herein by reference.

 

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SIGNATURE

The registrant 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.

 

CORPBANCA

/s/ Eugenio Gigogne Miqueles

Name:     Eugenio Gigogne Miqueles
Title:       Chief Financial Officer

Date: May 15, 2014

 

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LOGO

     

 

Deloitte

Auditores y Consultores Limitada

RUT: 80.276.200-3

Rosario Norte 407

Las Condes, Santiago

Chile

Fono: (56-2) 2729 7000

Fax: (56-2) 2374 9177

e-mail: deloittechile@deloitte.com

www.deloitte.cl

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

    CorpBanca

We have audited the accompanying consolidated statements of financial position of CorpBanca and subsidiaries (the “Bank”) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CorpBanca and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-IASB”).

Our audits also comprehended the translation of Chilean peso amounts into U.S. dollar amounts; in our opinion, such translation has been made in conformity with the basis stated in note 1ff). The translation into U.S. dollars has been made solely for the convenience of readers in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), the Bank’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 15, 2014 expressed an unqualified opinion on the Bank’s internal control over financial reporting.

 

LOGO

Santiago, Chile

May 15, 2014

 

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CORPBANCA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of December 31, 2012 and 2013

(In millions of Chilean pesos - MCh$)

 

          Restated (*)               
         

See Note 2

 

              
     Notes          12.31.2012             12.31.2013              12.31.2013      
ASSETS         MCh$     MCh$      ThUS$  
                       (Note 1 ff)  

Cash and deposits in banks

   5        520,228        911,088         1,730,757   

Cash in the process of collection

   5        123,777        112,755         214,196   

Trading portfolio financial assets

   6        159,898        431,683         820,051   

Investments under agreements to resell

   7        21,313        201,665         383,095   

Derivative financial instruments

   8        268,027        376,280         714,804   

Loans and receivables from banks

   9        482,371        217,944         414,019   

Loans and receivables from customers, net

   10        9,993,890        12,771,642         24,261,777   

Financial investments available-for-sale

   11        1,112,435        889,087         1,688,963   

Held to maturity investments

   11        104,977        237,522         451,211   

Investment in other companies

   12        5,793        15,465         29,378   

Intangible assets

   13        489,306  (*)      836,922         1,589,867   

Property, plant and equipment, net

   14        65,086        98,242         186,626   

Current taxes

   15        -        -         -   

Deferred income taxes

   15        40,584  (*)      89,218         169,484   

Other assets

   16        149,903        293,118         556,825   
     

 

 

   

 

 

    

 

 

 

TOTAL ASSETS

        13,537,588        17,482,631         33,211,054   
     

 

 

   

 

 

    

 

 

 

LIABILITIES

          

Current accounts and demand deposits

   17        1,112,675        3,451,383         6,556,454   

Cash in the process of collection

   5        68,883        57,352         108,949   

Obligations under repurchase agreements

   7        257,721        342,445         650,529   

Time deposits and saving accounts

   17        7,682,675        7,337,703         13,939,141   

Derivative financial instruments

   8        193,844        281,583         534,912   

Borrowings from financial institutions

   18        969,521        1,273,840         2,419,863   

Debt issued

   19        1,886,604        2,414,557         4,586,837   

Other financial obligations

   19        18,120        16,807         31,928   

Current income tax provision

   15        9,057        45,158         85,785   

Deferred income taxes

   15        120,714  (*)      179,467         340,926   

Provisions

   20        136,240  (*)      164,932         313,315   

Other liabilities

   21        79,868  (*)      185,507         352,400   
     

 

 

   

 

 

    

 

 

 

TOTAL LIABILITIES

        12,535,922        15,750,734         29,921,039   
     

 

 

   

 

 

    

 

 

 

SHAREHOLDERS’ EQUITY

          

Attributable to equity holders of the Bank:

          

Capital

   23        638,234        781,559         1,484,696   

Reserves

        275,552        515,618         979,499   

Accumulated other comprehensive income

        (38,742)  (*)      (28,105)         (53,390)   

Retained earnings:

        72,252        157,127         298,488   

Retained earnings from prior periods

        13,190        72,252         137,254   

Net income for the year

   23        119,102        162,422         308,547   

Less: Accrual for mandatory dividends

        (60,040)        (77,547)         (147,313)   
     

 

 

   

 

 

    

 

 

 
        947,296        1,426,199         2,709,293   

Non controlling interest

   23        54,370        305,698         580,722   
     

 

 

   

 

 

    

 

 

 

TOTAL SHAREHOLDERS’ EQUITY

        1,001,666        1,731,897         3,290,015   
     

 

 

   

 

 

    

 

 

 

TOTAL LIABILITIES & SHAREHOLDERS ’ EQUITY

        13,537,588        17,482,631         33,211,054   
     

 

 

   

 

 

    

 

 

 

Notes 1 to 38 are an integral part of these consolidated financial statements

 

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CORPBANCA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the years ended December 31, 2011, 2012 and 2013

(In millions of Chilean pesos - MCh$)

 

     Notes      12.31.2011          12.31.2012         12.31.2013           12.31.2013      
          MCh$      MCh$      MCh$      ThUS$  
                               (Note 1 ff)  

Interest income

   24       528,622         762,992         1,007,106         1,913,159   

Interest expense

   24       (335,622)         (506,116)         (549,416)         (1,043,704)   
     

 

 

    

 

 

    

 

 

    

 

 

 

Net interest income

        193,000         256,876         457,690         869,455   
     

 

 

    

 

 

    

 

 

    

 

 

 

Income from service fees

   25       72,404         105,178         144,777         275,027   

Expenses from service fees

   25       (12,042)         (19,534)         (26,800)         (50,911)   
     

 

 

    

 

 

    

 

 

    

 

 

 

Net service fee income

        60,362         85,644         117,977         224,116   
     

 

 

    

 

 

    

 

 

    

 

 

 

Trading and investment income, net

   26       97,745         54,994         101,287         192,411   

Foreign exchange gains (losses), net

   27       (26,783)         30,696         (13,906)         (26,417)   

Other operating income

   32       9,507         18,708         39,658         75,337   
     

 

 

    

 

 

    

 

 

    

 

 

 

Trading and investment, foreign exchange gains and other operating income

        80,469         104,398         127,039         241,331   
     

 

 

    

 

 

    

 

 

    

 

 

 

Operating income before provision for loan losses

        333,831         446,918         702,706         1,334,902   
     

 

 

    

 

 

    

 

 

    

 

 

 

Provisions for loan losses

   28       (40,754)         (51,575)         (102,072)         (193,902)   
     

 

 

    

 

 

    

 

 

    

 

 

 

Total operating income, net of loan losses, interest and fees

        293,077         395,343         600,634         1,141,000   

Personnel salaries expenses

   29       (76,461)         (120,714)         (165,009)         (313,461)   

Administration expenses

   30       (55,141)         (88,783)         (139,614)         (265,219)   

Depreciation and amortization

   31       (7,461)         (18,092)         (42,288)         (80,333)   

Impairment

   31       -         -         -         -   

Other operating expenses

   32       (13,643)         (26,055)         (15,234)         (28,939)   
     

 

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

        (152,706)         (253,644)         (362,145)         (687,952)   

Total net operating income

        140,371         141,699         238,489         453,048   

Income attributable to investment other companies

   12       250         367         1,241         2,357   
     

 

 

    

 

 

    

 

 

    

 

 

 

Income before income taxes

        140,621         142,066         239,730         455,405   

Income taxes

   15       (23,303)         (22,913)         (64,491)         (122,511)   
     

 

 

    

 

 

    

 

 

    

 

 

 

Net income for the year

        117,318         119,153         175,239         332,895   
     

 

 

    

 

 

    

 

 

    

 

 

 

Attributable to:

              

Equity holders of the Bank

        119,142         119,102         162,422         308,547   

Non controlling interest

        (1,824)         51         12,817         24,348   

Earnings per share attributable to equity holders of the Bank

        Ch$         Ch$         Ch$         US$   

Basic earnings per share

   23 d)       0.50         0.43         0.48         0.001   

Diluted earning per share

   23 d)       0.50         0.43         0.48         0.001   

Notes 1 to 38 are an integral part of these consolidated financial statements

 

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CORPBANCA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2011, 2012 and 2013

(In millions of Chilean pesos - MCh$)

 

             12.31.2011        Restated (*)
See Note 2
  12.31.2012  
      12.31.2013          12.31.2013    
           MCh$      MCh$     MCh$      ThUS$  
                               (Note 1 ff)  

Net income for the year

     Notes        117.318         119.153        175.239         332.895   

Other Comprehensive Income

            

Items that may be reclassified subsequently to profit or loss:

            

Financial instruments available-for-sale

     23 f)         (1.258)         (5.368)        4.597         8.733   

Exchange differences on translation

     23 f)         1.238         (25.157)        11.960         22.720   

Gain (loss) from hedge of net investment in foreign operation

     23 f)         (1.264)         757        (2.840)         (5.395)   

Gain (loss) from cash flow hedge

     23 f)         (2.576)         3.146        (5.757)         (10.936)   
    

 

 

    

 

 

   

 

 

    

 

 

 

Other comprehensive income (loss) before income taxes

       (3.860)         (26.622)        7.960         15.121   

Income tax relating to financial instruments available-for-sale

     15 d)         461         888        (911)         (1.731)   

Income tax relating to hedge of net investment in foreign operations

     15 d)         220         (147)        568         1.079   

Income tax relating to cash flow hedge

     15 d)         298         (361)        842         1.600   
    

 

 

    

 

 

   

 

 

    

 

 

 

Income taxes

       979         380        499         948   

Total other comprehensive income that may be reclassified to profit in subsequent periods

       (2.881)         (26.242)        8.459         16.069   
    

 

 

    

 

 

   

 

 

    

 

 

 

Items that will not be reclassified subsequently to profit or loss

            

Remeasurement of defined benefit obligation

     20 c)         -         (10.301)  (*)      3.300         6.269   

Income tax relating to defined benefit obligation

     15 d)         -         3.440  (*)      (1.122)         (2.131)   
    

 

 

    

 

 

   

 

 

    

 

 

 

Total items that will not be reclassified subsequently to profit or loss

       -         (6.861)        2.178         4.137   
    

 

 

    

 

 

   

 

 

    

 

 

 

Total other comprehensive income (loss)

       (2.881)         (33.103)        10.637         20.207   

Comprehensive income (loss) for the year

       114.437         86.050        185.876         353.101   

Attributable to:

            

Equity Holders of the bank

       116.261          85.999         173.059          328.753   

Non Controlling interest

     23 h)         (1.824)         51        12.817         24.348   

Notes 1 to 38 are an integral part of these consolidated financial statements

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the years ended December 31, 2011, 2012 and 2013

(In millions of Chilean pesos - MCh$, except for number of shares)

                                  Accumulated other comprehensive income           Retained earnings                    
       

 

 

     

 

 

       
    Number
of shares
    Paid-in
Capital
    Reserves     Restated(*)
Defined
benefit
obligation
   

Financial

    

investment
available-
for-sale

   

Hedge

of net
investment
in foreign
operation

    Derivatives
for Cash
Flow
Coverage
    Restated(*)
Income tax
other
comprehensive
income
    Exchange
differences
on
translation
    Restated(*)
Accumulated
other
comprehensive
income
    Retained
earnings
from
previous
periods
    Net
income
for the
year
    Accrual
for
mandatory
dividends
    Total
attributable
to equity
holders of
the Bank
    Non
controlling
interest
    Total
Shareholders’
equity
 
 

 

 

 
    (Millions)     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
                               
 

 

 

 

Shareholders’ equity as of January 1, 2011

    226,909        342,379        26,406        -        (1,517)        963        -        94        (2,298)        (2,758)        242,809        -        (59,522)        549,314        2,943        552,257   
 

 

 

 

Increase or decrease in capital and reserves

    23,449        57,860        112,734        -        -        -        -        -        -        -        -        -        -        170,594        1,490        172,084   

Capitalization of retained earnings

    -        106,869        -        -        -        -        -        -        -        -        (106,869)        -        -        -        -        -   

Dividends paid

    -        -        -        -        -        -        -        -        -        -        (119,043)        -        59,522        (59,521)        -        (59,521)   

Accrual for mandatory dividends

    -        -        -        -        -        -        -        -        -        -        -        -        (36,855)        (36,855)        -        (36,855)   

Comprehensive income for the period

    -        -        -        -        (1,258)        (1,264)        (2,576)        979        1,238        (2,881)        -        119,142        -        116,261        (1,824)        114,437   
 

 

 

 

Shareholders’ equity as of December 31 2011

    250,358        507,108        139,140        -        (2,775)        (301)        (2,576)        1,073        (1,060)        (5,639)        16,897        119,142        (36,855)        739,793        2,609        742,402   

Distribution of prior year’s net income

    -        -        -        -        -        -        -        -        -        -        119,142        (119,142)        -        -        -        -   
                               
 

 

 

 

Shareholders’ equity as of January 1, 2012

    250,358        507,108        139,140        -        (2,775)        (301)        (2,576)        1,073        (1,060)        (5,639)        136,039        -        (36,855)        739,793        2,609        742,402   
 

 

 

 

Increase or decrease in capital and reserves

    43,000        131,126        136,412        -        -        -        -        -        -        -        -        -        -        267,538        2,430        269,968   

Capitalization of retained earnings

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        -        -   

Dividends paid

    -        -        -        -        -        -        -        -        -        -        (122,849)        -        36,855        (85,994)        -        (85,994)   

Accrual for mandatory dividends

    -        -        -        -        -        -        -        -        -        -        -        -        (60,040)        (60,040)        -        (60,040)   

Comprehensive income for the period

    -        -          (10,301)        (5,368)        757        3,146        3,820        (25,157)        (33,103)        -        119,102        -        85,999        51        86,050   

Acquisition Subsidiary in Colombia

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        49,280        49,280   
 

 

 

 

Shareholders’ equity as of December 31 2012 Restated(*)

                               
    293,358        638,234        275,552        (10,301)        (8,143)        456        570        4,893        (26,217)        (38,742)        13,190        119,102        (60,040)        947,296        54,370        1,001,666   

Distribution of prior year’s net income

      -        -        -        -        -        -        -        -        -        119,102        (119,102)        -        -        -        -   
                               
 

 

 

 

Shareholders’ equity as of January 1, 2013

    293,358        638,234        275,552        (10,301)        (8,143)        456        570        4,893        (26,217)        (38,742)        132,292        -        (60,040)        947,296        54,370        1,001,666   
 

 

 

 

Increase or decrease in capital and reserves

    47,000        143,325        147,843        -        -        -        -        -        -        -        -        -        -        291,168        787        291,955   

Dividends paid

    -        -        -        -        -        -        -        -        -        -        (60,040)        -        60,040        -        -        -   

Accrual for mandatory dividends

    -        -        -        -        -        -        -        -        -        -        -        -        (77,547)        (77,547)        -        (77,547)   

Comprehensive income for the period

    -        -        -        3,300        4,597        (2,840)        (5,757)        (623)        11,960        10,637        -        162,422        -        173,059        12,817        185,876   

Dilutive effect of purchase of Helm Bank and Subsidiaries (**)

    -        -        92,223        -        -        -        -        -        -        -        -        -        -        92,223        -        92,223   

Movements generated by non-controlling interest

                                2,716        2,716   

Acquisition Subsidiary in Colombia

    -        -        -        -        -        -        -        -        -        -        -        -        -        -        235,008        235,008   
 

 

 

 

Shareholders’ equity as of December 31 2013

    340,358        781,559        515,618        (7,001)        (3,546)        (2,384)        (5,187)        4,270        (14,257)        (28,105)        72,252        162,422        (77,547)        1,426,199        305,698        1,731,897   

Shareholders’ equity as of December 31 2013

                               

ThUS$ (Note 1 ff)

    340,358        1,484,696        979,499        (13,300)        (6,736)        (4,529)        (9,854)        8,112        (27,083)        (53,390)        137,254        308,547        (147,313)        2,709,293        580,722        3,290,015   
 

 

 

 

(*) See Note 2.

(**) For more information, see Note 23 Equity letter i). Transfer non-controlling interest (including excess of fair value over carrying value to parent).

Notes 1 to 38 are an integral part of these consolidated financial statements

 

F-5


Table of Contents

CORPBANCA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2011, 2012 and 2013

(In millions of Chilean pesos - MCh$)

 

     Notes                12.31.2011          12.31.2012          12.31.2013          12.31.2013   
    

 

 

 
         MCh$      MCh$      MCh$      ThUS$  

CASH FLOW FROM OPERATING ACTIVITIES:

                (Note 1 ff)    

Income before income taxes

       140,621         142,066         239,730         455,405   

Non controlling Interest

       (1,824)         51         12,817         24,348   

Charges (credits) to income not representing cash flow:

             

Depreciation and amortization

   31     7,461         18,092         42,288         80,333   

Provision for loan losses

   28     52,732         66,452         119,539         227,083   

Provisions and write-offs for assets received in lieu of payment

       26         -         35         66   

Contingency provisions

   32 b)     1,657         4,902         107         203   

Adjustment to market value of investments and derivatives

       (49,023)         10,055         (17,139)         (32,558)   

Net interest income

   24 c)     (193,000)         (256,876)         (457,690)         (869,455)   

Net fees and income from services

   25     (60,362)         (85,644)         (117,977)         (224,116)   

Net foreign exchange gains (losses)

   27     26,783         (30,696)         13,906         26,417   

Deferred taxes

       984         (12,305)         (5,297)         (10,063)   

Other charges (credits) to income not representing cash flows

       19,878         21,105         15,224         28,920   
    

 

 

 

Subtotals

       (54,067)         (122,798)         (154,457)         (293,416)   

Increase/decrease in operating assets and liabilities:

             

Loans and receivables to customers and banks

       (1,788,377)         (2,209,523)         495,928         942,095   

Investments under agreements to resell

       51,512         89,407         (133,034)         (252,719)   

Trading portfolio financial assets

       27,230         215,854         41,973         79,734   

Financial investments available-for-sale

       49,061         (82,802)         428,471         813,949   

Held to maturity investments

       (18,126)         839         (28,173)         (53,519)   

Other assets and liabilities

       31,569         (48,921)         (43,702)         (83,019)   

Time deposits and saving accounts

       1,172,048         1,831,498         (945,561)         (1,796,244)   

Currents accounts and demand deposits

       70,656         165,322         69,259         131,569   

Obligations under repurchase agreements

       (54,232)         135,635         98,580         187,268   

Dividends received from investments in other companies

   12 a)     250         367         1,241         2,357   

Foreign borrowings obtained

       1,013,562         1,204,730         3,168,124         6,018,358   

Repayment of foreign borrowings

       (809,997)         (1,137,045)         (3,164,516)         (6,011,504)   

Net (decrease) increase of other obligations with banks

       (42,629)         (511)         -         -   

Interest paid

   24 b)     (332,758)         (503,612)         (556,371)         (1,056,916)   

Interest received

   24 a)     528,622         762,992         1,007,819         1,914,513   

Income tax paid

   15 b)     (23,303)         (22,913)         (64,491)         (122,511)   

Repayment of other borrowings

       (3,834)         (3,452)         1,552         2,948   
    

 

 

 

Net cash (used in) provided by operating activities

       (182,813)         275,067         222,642         422,944   
    

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES:

             

Purchase of property, plant and equipment, others

       (10,911)         (23,495)         (34,366)         (65,284)   

Acquisition of Banco CorpBanca Colombia, S.A. net of cash acquired

   12 a)     -         (476,358)         (255,444)         (485,257)   

Proceeds from sales of property, plant and equipment

       -         6,069         7,520         14,285   

Sale of assets received in lieu of payment or in foreclosure

       482         3,996         4,586         8,712   
    

 

 

 

Net cash (used in) provided by investment activities

       (10,429)         (489,788)         (277,704)         (527,543)   
    

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES:

             

Issued debt

       344,103         966,627         688,160         1,307,270   

Redemption of issued debt

       (61,792)         (697,916)         (269,770)         (512,471)   

Capital increase

   23     170,594         267,538         291,168         553,120   

Dividends Paid

   23 c)     (119,043)         (122,849)         (60,040)         (114,056)   
    

 

 

 

Net cash provided (used in) provided by financing activities

       333,862         413,400         649,518         1,233,863   
    

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

       140,620         198,679         594,456         1,129,264   
    

 

 

 

Cash and cash equivalents at beginning of year

       393,721         534,341         733,020         1,392,489   

Cash and cash equivalents at end of year

   5 a)     534,341         733,020         1,327,476         2,521,753   
    

 

 

 

Net variation of cash and cash equivalents

       140,620         198,679         594,456         1,129,264   
    

 

 

 

Notes 1 to 38 are an integral part of these consolidated financial statements

 

F-6


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013

INDEX

 

              Page Nº  

Note 1

  -   

GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     F-9   

Note 2

  -   

ACCOUNTING CHANGES

     F-47   

Note 3

  -   

RELEVANT EVENTS

     F-50   

Note 4

  -   

SEGMENT INFORMATION

     F-58   

Note 5

  -   

CASH AND CASH EQUIVALENTS

     F-65   

Note 6

  -   

TRADING PORTFOLIO FINANCIAL ASSETS

     F-67   

Note 7

  -   

INVESTMENT AND OBLIGATIONS UNDER REPURCHASE AGREEMENTS

     F-68   

Note 8

  -   

DERIVATIVE FINANCIAL INSTRUMENT AND HEDGE ACCOUNTING

     F-70   

Note 9

  -   

LOANS AND RECEIVABLES TO BANKS

     F-76   

Note 10

  -   

LOANS AND RECEIVABLES TO CUSTOMERS

     F-78   

Note 11

  -   

INVESTMENT INSTRUMENTS

     F-83   

Note 12

  -   

INVESTMENTS IN OTHER COMPANIES

     F-87   

Note 13

  -   

INTANGIBLE ASSETS

     F-97   

Note 14

  -   

PROPERTY, PLANT AND EQUIPMENT

     F-100   

Note 15

  -   

CURRENT TAXES

     F-103   

Note 16

  -   

OTHER ASSETS

     F-106   

Note 17

  -   

CURRENT ACCOUNTS, DEMAND DEPOSITS, TIME DEPOSITS AND SAVING ACCOUNTS

     F-107   

Note 18

  -   

BORROWINGS FROM FINANCIAL INSTITUTIONS

     F-108   

Note 19

  -   

DEBT ISSUED AND OTHER FINANCIAL OBLIGATIONS

     F-109   

Note 20

  -   

PROVISIONS

     F-113   

Note 21

  -   

OTHER LIABILITIES

     F-119   

Note 22

  -   

CONTINGENCIES, COMMITMENTS AND RESPONSIBILITIES

     F-120   

Note 23

  -   

SHAREHOLDERS’ EQUITY

     F-127   

Note 24

  -   

INTEREST INCOME AND EXPENSE

     F-137   

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013

 

Note 25

  -   

FEES AND INCOME FROM SERVICES

     F-139   

Note 26

  -   

NET TRADING AND INVESTMENT INCOME

     F-140   

Note 27

  -   

NET FOREIGN EXCHANGE INCOME (LOSSES)

     F-141   

Note 28

  -   

PROVISION FOR LOAN LOSSES

     F-143   

Note 29

  -   

PERSONNEL SALARIES EXPENSES

     F-146   

Note 30

  -   

ADMINISTRATION EXPENSES

     F-147   

Note 31

  -   

DEPRECIATION, AMORTIZATION AND IMPAIRMENT

     F-148   

Note 32

  -   

OTHER OPERATING INCOME AND EXPENSES

     F-153   

Note 33

  -   

RELATED PARTY TRANSACTIONS

     F-155   

Note 34

  -   

FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

     F-162   

Note 35

  -   

RISK MANAGEMENT

     F-175   

Note 36

  -   

MATURITY OF ASSETS AND LIABILITIES

     F-229   

Note 37

  -   

FOREIGN CURRENCY POSITION

     F-231   

Note 38

  -   

SUBSEQUENT EVENTS

     F-232   

 

F-8


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December  31, 2011, 2012 and 2013

NOTE 1 -      GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.1 General Information

Corporate information

Corpbanca is a banking corporation organized pursuant to the laws of the Republic of Chile that provides a broad range of general banking services to its clients, who are from natural persons to large corporations. Corpbanca and its subsidiaries (hereinafter jointly referred to as the “Bank” or “Corpbanca”) offer commercial and consumer banking services, including factoring, collections, leasing, securities and insurance brokerage, mutual funds and management of investment funds and bank investments.

1.2 Summary of significant accounting policies

Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS – IASB).

For purposes of these financial statements we use certain terms and conventions. References to “US$”, “US dollars” and “dollars” are to United States dollars, references to “Chilean pesos,” “pesos” or “Ch$” are to Chilean pesos, references to “Colombia pesos”, or “Cop$” are to Colombian pesos and references to “UF” are to Unidades de Fomento. The UF is an inflation-indexed Chilean monetary unit with a value in Chilean pesos that changes daily to reflect changes in the official Consumer Price Index (“CPI”) of the Instituto Nacional de Estadísticas (the Chilean National Institute of Statistics) for the previous month.

The UF is revalued in monthly cycles. Each day in the period beginning on the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed up (or down in the event of deflation) in order to reflect a proportionate amount of the change in the Chilean Consumer Price Index (“CPI”) during the prior calendar month. As of December 31, 2011, 2012 and 2013, one UF equaled Ch$22,294.03, Ch$22,840.75, and Ch$23,309.56 respectively. The effect of any changes in the nominal peso value of our UF-denominated interest earning assets and interest bearing liabilities is reflected in our results of operations as an increase (or decrease, in the event of deflation) in interest income and expense, respectively.

For consolidation purposes, the statements of financial position of our New York Branch have been converted to Chilean pesos at the exchange rate of Ch$526.41 per US$1 as of December 31, 2013 (Ch$479.16 per US$1 as of December 31, 2012). Our Colombian subsidiaries have used the exchange rate of Ch$0.2736 per COP$1 (Ch$0.2711 per COP$1 as of December 31, 2012), in accordance with International Accounting Standard 21, regarding the translation of a foreign operation whose functional currency is not the currency of a hyperinflationary economy.

The main accounting policies adopted in preparing these financial statements are described below.

a)     Basis of consolidation

The consolidated financial statements incorporate the financial statements of Corpbanca and its subsidiaries, the New York Branch and Colombian subsidiaries that participate in the consolidation and as of December 31, 2012 and 2013 and for the three years ended December 31 2011, 2012 and 2013, and include the necessary adjustments and reclassifications to the incorporated financial statements of subsidiaries, our New York Branch and Colombian subsidiaries as of December 31, 2012 and 2013 to bring their accounting policies and valuation criteria into line with those applied by the Bank, in accordance with IFRS - IASB.

All intragroup balances, transactions, income and expenses are eliminated in full on consolidation.

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

For consolidation purposes, the financial statements of the New York Branch, the financial statements of Colombian subsidiaries whose functional currency is the U.S. dollar and Colombian pesos respectively has been translated into Chilean pesos as described in Note 1 e) below.

Controlled Entities

Regardless of the nature of its involvement in an entity (the investee), Corpbanca will determine whether it controls an investee based on whether it has exposure, or rights, to variable returns from the its involvement with the investee and has the ability to use its power over the investee to affect the amount of the its returns.

Therefore, the Company controls an investee if and only if it has all of the following elements:

 

a)

Power over the investee, i.e. existing rights that give it the ability to direct the relevant activities of the investee (the activities that significantly affect the investee’s returns);

 

b)

Exposure, or rights, to variable returns from its involvement with the investee;

 

c)

The ability to use its power over the investee to affect the amount of the investor’s returns.

When the Bank has less than the majority of voting rights in an investee, but these voting rights are sufficient to give it the practical ability to unilaterally direct the investee’s relevant activities, the Bank is determined to have control. The Bank considers all relevant factors and circumstances in evaluating whether voting rights are sufficient to obtain control, including:

• the size of the Bank’s holding of voting rights relative to the size and dispersion of holdings of other vote holders;

• potential voting rights held by the investor, other vote holders or other parties;

• rights from other contractual agreements;

• any additional facts and circumstances that indicate that the investor has, or does not have, the current ability to direct the relevant activities when decisions need to be made, including voting behavior patterns in prior shareholder meetings.

The Bank reevaluates whether or not it has control in an investee if the facts and circumstances indicate that there have been changes in one or more of the elements of control listed above.

The financial statements of controlled companies are consolidated with those of the Bank using the global integration method (line by line). Using this method, all balances and transactions among consolidated companies have been eliminated upon consolidation. The consolidated financial statements include all assets, liabilities, equity, income, expenses, and cash flows of the parent its subsidiaries presented as if they were one sole economic entity. A controller prepares consolidated financial statements using uniform accounting policies for similar transactions and other events under equivalent circumstances.

Non-controlling interest are also presented in the Consolidated Statement of Financial Position, within equity, separately from the equity holders of the Bank. Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are equity transactions (i.e. transactions with the owners in their role as such).

An entity shall attribute profit for the period and each component of other comprehensive income to equity holders of the Bank and the non-controlling interests.

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The entity shall also attribute total comprehensive income to the equity holder of the Bank and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

The following table details the entities over which Corpbanca has the ability to exercise control and, therefore, the entities that it consolidates: (See Note 38 Subsequent Events for more information).

 

            Direct and Indirect Ownership  
            As of December 31, 2013     As of December 31, 2012     As of December 31, 2011  
    Country   Functional   Direct     Indirect     Total     Direct     Indirect     Total     Direct     Indirect     Total  
        currency   %     %     %     %     %     %     %     %     %  

 

 

CorpBanca Corredores de Bolsa S.A.

  Chile   $     99,990        0,010        100,000        99,990        0,010        100,000        99,990        0,010        100,000   

CorpBanca Administradora General de Fondos S.A.

  Chile   $     99,996        0,004        100,000        99,996        0,004        100,000        99,996        0,004        100,000   

CorpBanca Asesorías Financieras S.A. 1

  Chile   $     99,990        0,010        100,000        99,990        0,010        100,000        99,990        0,010        100,000   

CorpBanca Corredores de Seguros S.A.

  Chile   $     99,990        0,010        100,000        99,990        0,010        100,000        99,990        0,010        100,000   

CorpLegal S.A. 1

  Chile   $     99,990        0,010        100,000        99,990        0,010        100,000        99,990        0,010        100,000   

CorpBanca Agencia de Valores S.A.

  Chile   $     99,990        0,010        100,000        99,990        0,010        100,000        99,990        0,010        100,000   

SMU CORP S.A. 1

  Chile   $     51,000               51,000        51,000               51,000        100,000               100,000   

CorpBanca New York Branch

  EE.UU   US$     100,000               100,000        100,000               100,000        51,000               51,000   

CorpBanca Securities INC-NY 1

  EE.UU   US$     100,000               100,000                                             

Banco CorpBanca Colombia S.A. (*)

  Colombia   COP$     66,388               66,388        91,931               91,931                        

Helm Bank Colombia S.A 2

  Colombia   COP$            66,243        66,243                                             

Helm Corredor de Seguros S.A 2

  Colombia   COP$     80,000               80,000                                             

CorpBanca Investment Valores Colombia S.A. 2

  Colombia   COP$     5,060        63,028        68,088        5,060        87,218        92,278                        

CorpBanca Investment Trust Colombia S.A. 2

  Colombia   COP$     5,499        62,737        68,236               86,871        86,871                        

Helm Comisionista de Bolsa S.A. 2

  Colombia   COP$            66,240        66,240                                             

Helm Fiduciaria S.A 2

  Colombia   COP$            66,230        66,230                                             

Helm Bank (Panamá) S.A. 2

  Panamá
  US$            66,243        66,243                                             

Helm Bank Caymán S.A. 2

  Islas Caymán   US$            66,243        66,243                                             

Helm Casa de Valores (Panama) S.A. 2

  Panamá   US$            66,240        66,240                                             

 

 

1.- Companies regulated by the Superintendency of Banks and Financial Institutions (SBIF). The remaining companies in Chile are regulated by the Superintendency of Securities and Insurance (SVS).

2.- Companies regulated by the Colombian Financial Superintendency, which has a reciprocal supervision agreement with the SBIF.

(*) The interest in Corpbanca Colombia S.A. decreased from 91.9314% to 66.3877% because Corpbanca did not participate proportionally to its existing participation of 91.9314% in the capital increase of August 29, 2013.

Associates

Associates are entities over which the Bank has the ability to exercise significant influence, but not control or joint control. Usually, this capacity manifests itself through an ownership interest equal to or greater than 20% of the entity’s voting rights and is valued using the equity method.

Other factors considered in determining whether there is significant influence over an entity include representation on the board of directors and the existence of material transactions.

Investments in other companies

Investments in other companies are those where the Bank neither has control nor exercise significant influence. Investments in these companies are measured at cost (See Note 12).

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Fund Management

Certain subsidiaries of Corpbanca manage and administer assets held in mutual funds and other investment vehicles on behalf of investors. The financial statements of funds are not included in these consolidated financial statements except when the Bank controls the fund. At December 31, 2012 and 2013, or the years ended December 31, 2011, 2012 and 2013, the Bank does not control or consolidates any funds.

Asset Management, Trust Business and Other Related Businesses.

Corpbanca and its subsidiaries manage assets held in common investment funds and other investment products on behalf of investors. The financial statements of these entities are not included in these consolidated financial statements except when the Bank controls the entity. As of December 31, 2013 and 2012, the Bank does not control or consolidate any trust businesses or other entities related to this type of business. The assets managed by Corpbanca Administradora General de Fondos S.A., Corpbanca Investment Trust Colombia S.A. and Helm Fiduciaria that are owned by third parties are not included in the consolidated financial statements.

b)    Non-controlling interest

Non-controlling interest represents the equity and net income in a subsidiary not attributable, directly or indirectly, to the equity holders of the Bank. Non-controlling interest is disclosed as a separate line item within equity in the consolidated statements of financial position and as a separate line item within the consolidated statements of income.

c)    Business Combinations and Goodwill

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Bank, liabilities incurred by the Bank to the former owners of the acquiree and the equity interests issued by the Bank in exchange for control of the Acquiree. Acquisition costs incurred are expensed and included in administrative expenses.

When Corpbanca and subsidiaries acquire a business, it recognizes the identifiable assets acquired and liabilities assumed in accordance with IFRS. This includes the separation of embedded derivatives from host contracts.

If the business combination is done in stages, the acquirer’s stake previously held in the acquired assets, measured at fair value at the date of the respective acquisition, is remeasured at fair value at the acquisition date in which we take control and the resulting gain or loss is recognized.

Any contingent consideration that must be transferred by the acquirer is recognized at its fair value at the acquisition date. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments again goodwill. Measurement period adjustments arise from additional information obtained during the “measurement period” (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

Goodwill amounts are established at the date of acquisition of the business and are subsequently measured at such amounts less accumulated impairment losses, if any.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the cash-generating unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the cash-generating unit. Any impairment loss for goodwill is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

d)    Operating segments

Corpbanca provides financial information by operating segments in accordance with IFRS 8 - Operating segments (IFRS 8) to disclose information to enable users of its financial statements to evaluate the nature and financial effects of its business activities in which it engages and the economic environments in which it operates so as to:

 

 

Better understand the Bank’s performance;

 

Better evaluate its future cash projections; and

 

Better judge the Bank as a whole.

The Bank discloses separate information for each operating segment that has been identified and that exceeds the quantitative thresholds established for a segment that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The “CODM” is the Chief Executive Officer.

Operating segments with similar economic characteristics often have a similar long-term financial performance. Two or more segments may be aggregated into a single operating segment only if aggregation is consistent with the core principles of IFRS 8 and the segments have similar economic characteristics and are similar in each of the following respects:

 

i.

the nature of the products and services;

ii.

the nature of the production processes;

iii.

the type or class of customers that use their products and services;

iv.

the methods used to distribute their products or provide their services; and

v.

if applicable, the nature of the regulatory environment, for example, banking, insurance, or utilities.

The Bank reports separately information on each operating segment that meets any of the following quantitative thresholds:

 

i.

Its reported revenue, including both sales to external customers and intersegment sales or transfers, is 10% or more of the combined revenue, internal and external, of all the operating segments.

 

ii.

The absolute amount of its reported profit or loss is 10% or more of, in absolute terms, of the greater of: (i) the combined reported profit of all the operating segments that did not report a loss; and (ii) the combined reported loss of all the operating segments that reported a loss.

 

iii.

Its assets represent 10% or more of the combined assets of all the operating segments.

The Bank’s business activities are primarily situated in the domestic market and have strategically aligned its operations into four divisions composed of seven reportable segments based on its market segmentation and the needs of its customers and trading partners. The seven reportable segments are Large, Corporate and Real Estate Companies; Companies; Traditional and Private Banking; Lower Income Retail Banking; Treasury and International; Financial Services Offered through Subsidiaries

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

and Colombia. The CODM manages these reportable segments using an internal profitability reporting system and reviews their segments on the basis of gross operational margin and only uses average balances to evaluate performance and allocate its resources.

Regarding foreign markets, Colombia has been identified as a separate operating segment based on the business activities described. Its operating results are reviewed regularly by the entity’s highest decision-making authority for operating decisions, to decide about resource allocation for the segment and evaluate its performance, and separate financial information is available for it.

More information on each segment is presented in Note 4 “Segment Reporting”.

Commercial banking:

 

 

Large, Corporate, and Real Estate Companies includes companies that belong to the major economic groups, specific industry, and companies with annual sales over US$60 million; this reportable segment division also includes real estate companies and financial institutions.

 

 

Companies - includes a full range of financial products and services for companies with annual sales under US$60 million. Leasing and factoring have been included in this reportable segment.

Retail banking:

 

 

Traditional and Private Banking - offers, among other products, checking accounts, consumer loans, credit cards and mortgage loans to middle and upper income segments.

 

 

Lower income retail banking - which corresponds to operations of Banco Condell, offers among other products, consumer loans, credit cards and mortgage loans to the low-to-middle income segments.

Treasury and International:

 

 

Primarily includes treasury activities such as financial management, funding, liquidity and international businesses.

Financial Services Offered through Subsidiaries:

 

 

Services rendered by our subsidiaries, which include insurance brokerage, financial advisory service, asset management and securities brokerage.

Colombia

 

 

All banking services rendered

e)  Functional currency and foreign currency

The Bank has determined the Chilean Peso as its functional currency and the presentation currency for its consolidated financial statements. The functional currency is the currency of the primary economic environment in which the Bank operates. Consequently, all balances and transactions denominated in currencies other than Chilean Pesos are considered as denominated in “foreign currencies”.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the foreign consolidated entities whose functional currencies are other than the Chilean Peso are translated into the presentation currency as follows:

 

 

Assets and liabilities are translated at the closing exchange rate as of December 31, 2011, 2012 and 2013.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

 

Income, expenses and cash flows are translated at the exchange rate at the date of the transactions.

 

 

Equity components are translated at the historical exchange rates.

The resulting exchange differences of translating into Chilean pesos the functional currency balances of the consolidated entities whose functional currency is other than the Chilean Peso, are recorded and accumulated as “Exchange differences on translation” within the line item “Accumulated other comprehensive income” in equity. On the disposal of those foreign subsidiaries, all of the exchange differences accumulated in equity with in respect of that operations attributable to the equity holders of the Bank are reclassified to net income.

In preparing the consolidated financial statements, transactions in currencies other than the Bank’s functional currency are recognized at the rates prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the closing exchange rates. Exchange differences on monetary items are recognized in net income in the period in which they arise. The amount of net foreign exchange gains and losses within the statements of income includes the recognition of the effects of fluctuations in the exchange rates on monetary assets and liabilities denominated in foreign currencies.

Non monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognized in profit or loss in the period in which they arise except for:

 

 

Exchange differences on foreign currency borrowings relating to assets under construction for future productive use are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

 

 

Exchange differences on transactions entered into in order to hedge certain foreign currency risks; and

 

 

Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.

Assets and liabilities in foreign currency are shown at their equivalent in Chilean pesos, calculated using the exchange rates as of December 31, 2013 of Ch$526.41 per US$1 for the U.S. dollar and Ch$0.2736 per COP$1 for the Colombian peso (Ch$479.16 per US$1 and Ch$0.2711 per COP$1 as of December 31, 2012).

The foreign exchange gains (losses) presented within consolidated statements of income for the years ended December 31, 2011, 2012 and 2013 of MCh$(26,783), MCh$30,696 and MCh$(13,906), respectively, include the foreign currency exchanges gain/losses for exchange rate fluctuations over monetary foreign currency-denominated assets and liabilities, and the gains (losses) obtained from the Bank’s foreign exchange currencies operations.

f)  Assets and liabilities measurement and classification criteria

f.1 The criteria for measuring the assets and liabilities presented in the statements of financial position are the following:

Measurement or valuation of assets and liabilities is the process of determining the amounts at which the elements of the financial statements are to be recognized and carried in the Statement of Financial Position and the Statement of Comprehensive Income. This involves selecting the particular basis or method of measurement.

Financial assets and liabilities are recorded initially at fair value which, unless there is evidence otherwise, is the transaction price. Instruments not valued at fair value through profit and loss are adjusted to subtract transaction costs.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Financial liabilities are valued generally at amortized cost, except for financial liabilities designated as hedged items (or hedging instruments) and financial liabilities held for trading, which are valued at fair value.

The following measurement criteria are used for assets and liabilities recorded in the Statement of Financial Position:

 

   

Financial assets and liabilities measured at amortized cost:

The amortized cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition plus or minus the cumulative accretion under the effective interest rate method of any difference between that initial amount and the maturity amount.

In the case of financial assets, amortized cost also includes adjustments for any impairment that may have occurred.

In the case of financial liabilities, cumulative amortization is recorded using the effective interest rate method. The effective interest rate method is which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

 

   

Fair value measurements of assets and liabilities:

Fair value is defined as the price that will be received for the sale of an asset or paid for the transfer of a liability in a orderly transaction on the main (or most advantageous) market as of the measurement date under current market conditions (i.e. exit price) regardless of whether that price is directly observable or estimated using another valuation technique.

Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions or market information might not be available. However, the objective of a fair value measurement in both cases is the same — 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 (i.e. an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

When a price for an identical asset or liability is not observable, the Bank will measure the fair value using another valuation technique that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. As fair value is a market-based measurement, it should be determined using the assumptions that market participants would use in pricing the asset or liability, including risk assumptions. As a result, the Bank’s intention to hold an asset or to settle or otherwise fulfill a liability is not relevant when measuring fair value.

A fair value measurement is for a particular asset or liability. Thus, when measuring fair value, the Bank takes into account the same characteristics of the asset or liability that market participants would consider in pricing that asset or liability on the measurement date.

To increase the consistency and comparability of fair value measurements and related disclosures, the Bank uses and discloses a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets and liabilities (Level 1 inputs) and lowest priority to unobservable inputs (Level 3 inputs). Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the similar asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

Assets valued at cost:

Cost is defined as the cost of the transaction to acquire the asset, less any impairment losses that may exist.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

f.2 Classification of financial assets for measurement purposes

Financial assets are initially classified into the various categories used for management and measurement purposes.

Financial assets are included for measurement purposes in one of the following categories:

 

-

Financial assets at fair value through profit and loss: this category includes the financial assets held for trading which are acquired principally for the purpose of generating a profit in the short term from fluctuations in their prices. This category includes the trading portfolio financial assets and derivative financial instruments not designated and effective as hedging instruments.

 

-

Available-for-sale financial assets: this category includes debt and equity securities not classified as “held-to-maturity investments”, “loans and accounts receivable from banks and customers” or “financial assets at fair value through profit or loss”.

 

-

Held-to-maturity investments: this category includes debt instruments traded in an active market, with fixed maturity and with fixed or determinable payments, for which the Bank has both the intention and proven ability to hold to maturity.

 

-

Loans and accounts receivable from banks and customers: this item includes financing granted to third parties, based on their nature, regardless of the type of borrower and the form of financing. Includes loans and accounts receivable from customers, interbank loans, and finance lease transactions in which the consolidated entities act as lessors.

f.3 Classification of financial assets for presentation purposes

Financial assets are classified by their nature into the following line items in the consolidated financial statements:

 

-

Cash and deposits in banks: This item includes cash balances, checking accounts and on-demand deposits with the Central Bank of Chile and other domestic and foreign financial institutions.

 

-

Cash in the process of collection: Domestic transactions in the process of transfer through a central domestic clearinghouse or international transactions which may be delayed in settlement to time differences.

 

-

Trading portfolio financial assets: This item includes financial instruments for trading purposes and investments in mutual funds which must be adjusted to their fair value in the same way as instruments acquired for trading.

 

-

Derivative financial instruments: This item includes the positive fair value of derivative financial instruments including embedded derivatives separated from hybrid financial instruments. (See Note 8).

 

-

Loans and receivables from banks: This item includes the balances of transactions with domestic and foreign banks, including the Central Bank of Chile, other than those reflected in the preceding items.

 

-

Loans and receivables from customers: This item includes loans that are non-derivative financial assets for which fixed or determined amounts are charged, that are not listed on an active market and which the Bank does not intend to sell immediately or in the short term. When the Bank is the lessor in a lease, and it substantially transfers the risks and benefits incidental to the leased asset, the transaction is presented in loans.

 

-

Financial investments available-for-sale: This item includes debt and equity securities not classified in any of the other categories.

 

-

Held-to-maturity investments: this category includes debt instruments traded in an active market, with fixed maturity and with fixed or determinable payments, for which the Bank has both the intention and proven ability to hold to maturity.

 

-

Obligations under repurchase agreements: This item includes the balances for repurchase of financial instruments under securities resale agreements.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

f.4 Classification of financial liabilities for measurement purposes

Financial liabilities are initially classified into the various categories used for management and measurement purposes.

Financial liabilities are classified for measurement purposes into one of the following categories:

 

-

Financial liabilities at fair value through profit or loss: Financial liabilities issued to generate a short-term profit from fluctuations in their prices, financial derivatives not deemed to qualify for hedge accounting and financial liabilities arising from definitive sales of financial assets purchased under resale agreements or borrowed (“short positions”).

 

-

Financial liabilities at amortized cost: financial liabilities, regardless of their type and maturity, not included in any of the aforementioned categories which arise from the borrowing activities of financial institutions, regardless of their form and maturity.

f.5 Classification of financial liabilities for presentation purposes

Financial liabilities are classified by their nature into the following line items in the consolidated financial statements:

 

-

Current accounts and demand deposits: This item includes all on-demand obligations except for term savings accounts, which are not considered on-demand instruments in view of their special characteristics. Obligations whose payment may be required during the period are deemed to be on-demand obligations; i.e., operations which become callable the day after the closing date are not treated as on-demand obligations.

 

-

Cash in the process of collection: This item includes the balances of asset purchases that are not settled on the same day and for sales of foreign currencies not delivered.

 

-

Obligations under repurchase agreements: This item includes the balances of sales of financial instruments under securities repurchase and loan agreements.

 

-

Time deposits and saving accounts: This item shows the balances of deposit transactions in which a term at the end of which they become callable has been stipulated.

 

-

Derivative financial instruments: This item includes financial derivative contracts with negative fair values, whether they are for trading or for account hedging purposes, as set forth in Note 8.

 

-

Borrowings from financial institutions: This item includes obligations due to other domestic banks, foreign banks, or the Central Bank of Chile, which were not classified in any of the previous categories.

 

-

Debt issued: This encompasses three items. They are obligations under letters of credit, subordinated bonds, and senior bonds.

 

-

Other financial obligations: This item includes credit obligations to persons distinct from other domestic banks, foreign banks, or the Central Bank of Chile, for financing purposes or operations in the regular course of business.

f.6 Measurement of financial assets and financial liabilities

 

(i)

Measurement of financial assets

 

(a) Financial assets at fair value through profit or loss

Financial assets at fair value through profit and loss are initially measured at fair value. Transaction costs are recognized immediately in profit or loss. Subsequent to initial recognition financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in net income.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

For “Trading portfolio financial assets” fair value is based on market prices or valuation models prevailing on the closing date of the financial statements. Gains or losses from changes in fair value, as well as gains or losses from their trading are included in line item “Trading and investment income” within the statement of income. Accrued interest income and indexation adjustments are also included as “Trading and investment income”.

All purchases and sales of trading instruments to be delivered within the deadline period established by market regulations and conventions are recognized on the trade date, which is the date on which the commitment is made to purchase or sell the asset.

For Derivative financial instruments” including foreign exchange forwards, interest rate futures, currency and interest rate swaps, interest rate options, and other derivative instruments, fair value is obtained from market quotes, discounted cash flow models and option valuation models, as appropriate. Derivatives contracts are presented on the statement of financial position as an asset when their change in fair value is positive and as a liability when the change is negative in the line item “Derivative financial instruments”.

Certain derivatives embedded in other financial instruments are treated as separate derivatives when their risk is not clearly and closely related to the economic characteristics and risks of the host contract and the host contract is not measured at fair value with changes in fair value recognized in net income.

On initial recognition, derivative contracts are designated by the Bank as a trading derivative or as a hedging instrument for hedge accounting purposes.

The changes in the fair value of trading derivatives are recorded in line item “Trading and investment income” within the consolidated statements of income.

If the derivative is designated as a hedging instrument in a hedge relationship, this may be: (1) a fair value hedge of assets or liabilities or firm commitments; (2) a hedge of cash flows related to recognized assets or liabilities or forecast transactions; or (3) hedge of a net investment in a foreign operation.

A hedging relationship qualifies for hedge accounting if, and only if, all of the following conditions are met: (a) at the inception of the hedge there is formal designation and documentation of the hedging relationship; (b) the hedge is expected to be highly effective; (c) the effectiveness of the hedge can be reliably measured and; (d) the hedge is assessed on an ongoing basis and determined to have been highly effective throughout the financial reporting periods for which the hedge was designated.

Transactions with derivatives that do not qualify for hedge accounting are recognized and presented as trading derivatives, even if they provide an effective economic hedge for managing risk positions.

When a derivative instrument hedges the risk exposure to changes in the fair value of a recognized asset or liability, the asset or liability is recorded at its fair value with respect to the specific risk hedged. Gains or losses from measuring the fair value of the item hedged and the hedging derivative instrument are recognized in the income statement.

If the hedged item in a fair value hedge is a firm commitment, the changes in the fair value of the firm commitment with respect to the hedged risk are recognized as assets or liabilities with the corresponding gain or loss recognized in the income statement. The gains or losses from measuring the fair value of the hedging derivative instrument are also recorded in the income statement. When an asset or liability is acquired or assumed as a result of the firm commitment, the initial carrying amount of the acquired asset or assumed liability is adjusted to include the cumulative change in the fair value of the firm commitment attributable to the hedged risk that was recognized in the statement of financial position.

When a derivative instrument hedges exposure to variability in cash flows of recognized assets or liabilities, or highly probable forecasted transactions, the effective portion of the changes in fair value with regard to the risk hedged is recognized in other comprehensive income. Any ineffective portion is immediately recognized in the income statement. The accumulated gains or losses recognized in other comprehensive income are reclassified to the income statement in the same period or periods in which the hedged item affect the income statement.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

When a derivative instrument hedges exposure to variability in the amount of the Bank’s interest in the net assets of a foreign operation, the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognized in other comprehensive income and the ineffective portion is recognized in net income. The gain or loss on the hedging instrument relating to the effective portion of the hedge that has been recognized in other comprehensive income is reclassified from equity to the income statement as a reclassification adjustment on the disposal of the foreign operation.

The types of derivatives into which we enter are disclosed in Note 8 to these financial statements. They may include (please note description at Note 8) the following (which instruments may or may not qualify under IAS 39 for hedging treatment for accounting purposes):

Inflation forwards and inflation swaps: Derivatives used to hedge the economic value of inflation indexed structures such as inflation indexed assets funded with nominal liabilities.

OIS – Swaps: Derivatives used to hedge the economic value of long-term assets funded with short-term liabilities, fixing repricing of the short-term liabilities.

USD-CLP Fx Forwards: Used to hedge U.S. dollar denominated assets which are funded by Chilean peso denominated short-term liabilities.

 

(b)   Available-for-sale financial assets.

Instruments available for sale are initially recognized at fair value, including transaction costs. Subsequent to initial recognition, available for sale investments are measured at fair value less any impairment losses. Gains or losses from changes in fair value are recognized in other comprehensive income within line item “Financial instruments available-for-sale”. When these investments are sold or impaired, the cumulative gains or losses previously accumulated in the financial investment available for sale reserve in equity are transferred to the income statement and reported under line item “Trading and investment income, Net”.

All purchases and sales of investment instruments to be delivered within the deadline period established by market regulations and conventions are recognized on the trade date, which is the date on which the commitment is made to purchase or sell the asset.

Investment instruments designated as hedging instruments are measured using the requirements established for hedge accounting.

 

(c)   Held-to-maturity investments

Held-to-maturity investments are measured at amortized cost using the effective interest method. Amortized cost is understood to be the acquisition cost of a financial asset or liability plus or minus, as appropriate, the principal repayments and the cumulative amortization (taken to income statement) of the difference between the initial cost and the maturity amount. In the case of held-to-maturity investments, amortized cost furthermore includes any reductions for impairment losses.

 

(d)   Loans and accounts receivables from banks and customers

Loans and accounts receivables are measured at amortized cost using the effective interest rate method, less any impairment.

The amortized cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition minus principal repayments, plus or minus the cumulative accretion using the effective interest method of any difference between the initial amount and the maturity amount, and minus any reduction (directly or through the use of an allowance account) for impairment or uncollectability.

The effective interest method is a method of calculating the amortized cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments and receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

(ii)  Measurement of financial liabilities

In general, financial liabilities are measured at amortized cost, as defined above, except for those financial liabilities designated as hedged items (or hedging instruments) in hedging relationships which are measured at fair value.

f.7 Valuation techniques

Financial instruments at fair value, determined on the basis of quotations in active markets, include government debt securities, private sector debt securities, shares, short positions, and fixed-income securities issued.

In cases where quotations cannot be observed. Management makes its best estimate of the price that the market would set using its own internal models. In most cases, these models use data based on observable market parameters as significant inputs and, in very specific cases, they use significant inputs not observable in market data. Various techniques are employed to make these estimates, including the extrapolation of observable market data and extrapolation techniques.

The best evidence of the fair value of a financial instrument on initial recognition is the transaction price, unless the value of the instrument can be obtained from other market transactions performed with the same or similar instruments or can be measured by using a valuation technique in which the variables used include only observable market data, mainly interest rates.

The main valuation techniques used as of December 31, 2012 and 2013 by the Bank’s internal models to determine the fair value of derivatives are as follows:

 

i.

In the valuation of financial instruments permitting static hedging (mainly “forwards” and “swaps”), the “present value” method is used. Estimated future cash flows are discounted using the interest rate curves of the related currencies. The interest rate curves are generally observable market data.

ii.

In the valuation of financial instruments requiring dynamic hedging (mainly structured options and other structured instruments), the Black-Scholes model is normally used. Where appropriate, observable market inputs are used to obtain factors such as the bid-offer spread, exchange rates, volatility, correlation indexes and market liquidity.

iii.

In the valuation of certain financial instruments exposed to interest rate risk, such as interest rate futures, caps and floors, the present value method (futures) and the Black-Scholes model (plain vanilla options) are used. The main inputs used in these models are observable market data, including the related interest rate curves, volatilities, correlations and exchange rates.

The fair value of the financial instruments arising from the aforementioned internal models considers contractual terms and observable market data, which include interest rates, credit risk, exchange rates, the quoted market price of raw materials and shares, volatility and prepayments, among other things. The valuation models are not significantly subjective, since these methodologies can be adjusted and evaluated, as appropriate, through the internal calculation of fair value and the subsequent comparison with the related actively traded price.

f.8 Offsetting of financial instruments

Financial asset and liability balances are offset only if there is a legally enforceable right to offset the recorded amounts and the Bank intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

f.9 Derecognition of financial assets and liabilities

The accounting treatment of financial asset transfers is conditioned by the degree and form in which risks and benefits associated the assets are transferred to third parties:

 

1.

If the Bank transfers substantially all the risks and rewards to third parties, as in the case of unconditional sales of financial assets, sales under repurchase agreements at fair value at the date of repurchase, sales of financial assets with a purchased call option or written put option deeply out of the money, utilization of assets in which the assignor does not retain subordinated debt nor grants any credit enhancement to the new holders, and other similar cases, the transferred financial asset is removed from the consolidated statements of financial position and any rights or obligations retained or created in the transfer are simultaneously recorded.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

2.

If the Bank retains substantially all the risks and rewards associated with the transferred financial asset, as in the case of sales of financial assets under agreements to repurchase at a fixed price or at the sale price plus interest, securities lending agreements under which the borrower undertakes to return the same or similar assets, and other similar cases, the transferred financial asset is not removed from the consolidated statements of financial Position and continues to be measured by the same criteria as those used before the transfer. However, the following items are recorded:

 

  a)

An associated financial liability for an amount equal to the consideration received; this liability is subsequently measured at amortized cost.

 

  b)

Both the income from the transferred (but not removed) financial asset as well as any expenses incurred on the new financial liability.

 

3.

If the Bank neither transfers nor substantially retains all the risks and rewards associated with the transferred financial asset - as in the case of sales of financial assets with a purchased call option or written put option that is not deeply in or out of the money, securitization of assets in which the transferor retains a subordinated debt or other type of credit enhancement for a portion of the transferred asset, and other similar cases - the following distinction is made:

 

  a)

If the assigning entity does not retain control of the conveyed financial assets: it is written-off the balance sheet and any right or obligation withheld or created as a consequence of such transfer is recognized.

 

  b)

If the assignor entity retains control of the conveyed financial asset: it continues to recognize it in the balance sheet for a value equal with its exposure to value changes that might be experienced and it recognizes a financial liability associated to the conveyed financial asset. The net value of the asset conveyed and the associated liability is the amortized cost of the rights and obligations withheld (if the conveyed asset is measured according to its amortized cost), or according to the fair value of the rights and obligations thus obtained (if the conveyed assets are measured at their fair value).

In line with the foregoing, financial assets are only written-off the balance sheet when the rights over the cash flows that they generate are extinguished or when their implicit or ensuing risks and benefits have been substantially conveyed to third parties. Similarly financial liabilities are only written off of the balance sheet when the obligations that they generate are extinguished or when their associated risks and rewards have been transferred, with the intention of either to cancel them or to resell them.

f.10 Impairment of financial assets

Financial assets, other than those measured at fair value through net income, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after initial recognition of the asset (a ‘loss event’), and that loss event (or events) has an impact on the estimated future cash flows of a financial asset or group of financial assets that can be reliably estimated. It may not be possible to identify a single, discrete event that caused the impairment.

For available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its costs is considered to be objective evidence of impairment. For available-for-sale debt instruments, objective evidence of impairment could include significant financial difficulty of the issuer or breach of contract (such as a default or delinquency in payments); to the extent it becomes probable that the issuer will enter bankruptcy or financial re-organization; or the cessation of an active market for that financial asset because of financial difficulties.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Additionally, certain categories of financial assets, such as loans and receivables from banks and customers assets that are not deemed to be impaired individually are also assessed for impairment on a collective basis. For loans and receivables from banks and customers that are deemed to be impaired, the interest accrual is suspended, when there are reasonable doubts as to their full recovery and/or the collection of the related interest for the amounts and on the dates initially agreed upon, after taking into account the guarantees received to secure (fully or partially) collection of the related balances. Collections relating to impaired loans and advances are used to reduce the accrued interest and the remainder, if any, to reduce the principal amount outstanding. For further information on accounting policies for impairment of loans and receivables (see Note 1. j) allowances for loan losses below.

For financial assets carried at amortized cost, the amount of impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost, the amount of impairment loss recognized is the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

For debt securities included in the “Available for sale financial asset” portfolio, impairment losses are equal to the difference between their acquisition cost (net of any principal repayment and amortization) and current fair value, less any impairment loss previously recognized in the consolidated statements of income.

The carrying amount of the financial asset is reduced by the impairment loss directly with the exception of loans and receivables from banks and customers, where the carrying amount is reduced through the use of an allowance account (‘allowance for loan losses’). When a loan and receivable is considered uncollectible, and it has been covered with an allowance for doubtful accounts previous to its write-off, it is written off against the allowance account by charging and releasing provision through the income statement. Subsequent recoveries of amounts previously written off are credited against the income statement.

When an available-for-sale financial asset is considered to be impaired, cumulative unrealized gains and losses previously recognized in other comprehensive income are reclassified to the income statement in the period.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through net income to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

In respect of available-for-sale equity securities, impairment losses previously recognized in net income are not reversed through income. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income and accumulated under the heading “financial instruments available-for-sale.”

In respect of available-for-sale debt securities, impairment losses are subsequently reversed through net income if an increase in fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

g)  Loans

Loans and receivables from customers and loans and receivables from banks, both originally granted by the Bank and acquired, are non-derivative financial assets with fixed or defined charges that are not quoted on an active market and that the Bank has no intention of selling immediately or in the short term; they are valued initially at cost plus incremental transaction costs and subsequently measured at amortized cost using the effective interest rate method.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

When the Bank is the lessor in a lease agreement and transfers substantially all incidental risks and rewards over the leased asset, the transaction is presented within loans.

h) Factored receivables

Factored receivables are valued at the purchase price of the loan. The price difference between the amounts paid and the actual face value of the receivables is earned and recorded as interest income over the financing period.

i)  Lease receivables

Lease receivables, included in “loans and receivables from customers”, are periodic payments from lease agreements that meet certain requirements to qualify as finance leases and are presented at nominal value net of unaccrued interest as of year end.

Assets leased among consolidated companies are treated as assets held for own use in the financial statements.

j)  Allowances for loan losses

Allowance for loan losses are determined on an “individual” basis when they correspond to customers that are individually evaluated, and considering their size or level of exposure make it necessary to analyze them on a case-by-case basis and, are referred to as “collectively evaluated” when they correspond to a large number of loans whose amounts are not individually significant and relate loans of to individuals or small-size companies.

The impairment losses on these loans are determined:

 

 

individually, for all individually significant loans and for those which, although not significant, cannot be classified as part of homogenous groups of loans of similar characteristics, i.e., by type of loan, customer’s industry and geographical location, type of guarantee, age of past-due amounts, etc.

 

 

collectively, in all other cases.

Criteria for determining impairment losses may consist of:

 

 

becoming aware of a significant financial difficulty on the part of the customer;

 

 

when there is evidence of a deterioration of the customer’s ability to pay, either because it is in arrears or for other reasons, and/or

 

 

it becomes probable that the customer will enter bankruptcy or other financial reorganisation;

 

observable data at a portfolio (collectively analyzed) level indicating that there is a measurable decrease in the estimated future cash flows, although the decrease cannot yet be ascribed to individual loan in the portfolio – such as adverse changes in the payment status of customer in the portfolio or national or local economic conditions that correlate with defaults on the loans in the portfolio.

Write-offs

Loans and receivables are written off (the entire unpaid principal balance and related accrued interest balance) when we have determined that there is no longer any realistic prospect of recovery of part or all of the loans and receivable. The typical time frames from initial impairment to write-off are as follows:

 

Type of loans    Deadline     

Consumer loans with or without collaterals

   6 months   

Consumer leasing

   6 months   

Other non-real estate leasing operations

   12 months   

Other operations without collaterals

   24 months   

Commercial loans with collaterals

   36 months   

Real estate leasing (commercial and mortgage)

   36 months   

Mortgage loans

   48 months   

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Initial impairment starts from the date in which all or part of the loans and receivables fall into arrears.

Subsequent payments received from written-off loans and receivables are recognized in the income statement as recoveries.

k)  Transactions Involving Repurchase Agreements and Securities Lending

Pursuant to agreements to resell, we purchase financial instruments, which are recorded as assets under the heading “Investments under agreement to resell”, and accrete interest under the effective interest rate method through the maturity date of the contract.

We also enter into repurchase agreements. In this regard, investments sold subject to a repurchase obligation and which serve as security for the loan are recorded under the heading “Trading portfolio financial assets” or “Financial investments available-for-sale”, respectively. A repurchase obligation is classified as a liability and recorded as “Obligations under repurchase agreements” and accretes interest under the effective interest rate method through the maturity date of the contract.

l)  Revenue and expense recognition

The most significant criteria used by the Bank to recognize revenue and expenses are summarized as follows:

i.1 Interest revenue, interest expense and similar items

Interest revenue and expense are recorded on an accrual basis using the effective interest method.

The recognition of accrued interest in the consolidated income statement is suspended for loans individually classified as impaired and for those loans for which impairment losses have been assessed collectively. This interest is recognized as income, when collected, as a reversal of the related impairment losses.

Dividends received from investments in other companies are recognized in income when the right to receive them has been accrued and are presented under item “Income attributable to investments in other companies”.

The Bank ceases accruing interest on the basis of contractual terms on the principal amount of any asset that is classified as impaired. Thereafter, the Bank recognizes as interest income the accretion of the net present value of the written down amount of the loan due to the passage of time based on the original effective interest rate of the loan. On the other hand, any interest collected on assets classified as impaired is accounted for on a cash basis.

Nonaccrual loans are returned to an accrual status when: (i) in a period of at least four months a customer has made consecutive payments for past due obligations; (ii) future cash flow payments are consistent with expected future cash flows to be received; and (iii) the customer’s conditions improve after the original nonaccrual status classification.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

i.2 Commissions, fees, and similar items

Fee and commission income and expenses are recorded in the consolidated statements of income based on criteria that differ according to their nature. The main criteria are:

 

-

Income/expenses arising from transactions or services that are performed over a period of time are recorded over the life of such transactions or services.

-

Income/expenses originated by a specific act are recognized when the specific act has occurred.

i.3 Non-finance income and expenses

Non-finance income and expenses are recognized on an accrual basis.

i.4 Loan arrangement fees

Loan arrangement fees, mainly loan origination and application fees, are deferred and amortized into the income statement over the life of the loan.

m) Property, plant and equipment

Property, plant and equipment consist of buildings, land, furniture, vehicles, computer hardware and other fixtures owned by the Bank or acquired under finance leases.

Property, plant and equipment for own use

Property, plant and equipment for own use are measured at acquisition cost less accumulated depreciation and accumulated impairment losses. Property, plant and equipment also includes assets received in lieu of payment which are intended to be held for continuing own use (See Note 1.n. below) and assets acquired under finance leases (See Note 1.o. below).

Depreciation is calculated using the straight line method over the acquisition cost of assets minus their residual value. The land on which buildings and other structures stand has an indefinite life and, therefore, is not subject to depreciation.

The Bank applies the following useful lives to the fixed assets that comprise its total assets1:

 

Item    Useful life
(Years)
    

Buildings

   75   

Facilities

   10   

Furniture

   10   

Vehicles

   10   

Office equipment

   10   

Security instruments and implements

   5   

Other minor assets

   5   

The consolidated entities assess at the end of each reporting date whether there is any indication that the carrying amount of any of their tangible assets exceeds its recoverable amount; if so, the carrying amount of the asset is reduced to its recoverable amount and future depreciation charges are adjusted in proportion to the revised carrying amount and to the new remaining useful life, if the useful life needs to be re-estimated.

Similarly, if there is an indication of a recovery in the value of a tangible asset, the consolidated entities record the reversal of the impairment loss recognized in prior periods and adjust the future depreciation charges accordingly. In no circumstance may the reversal of an impairment loss on an asset increase its carrying value above the one it would have had if no impairment losses had been recorded in prior years.

 

1 According to internal accounting policies, Corpbanca and its subsidiaries use the same useful lives, except for buildings in Colombia, which have a useful life of 20 years.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The estimated useful lives of the items of property, plant and equipment held for own use are reviewed at least at the end of each reporting period to determine significant changes therein. If changes are detected, the useful lives of the assets are adjusted by correcting the depreciation charge to be recorded in the consolidated statements of income in future years on the basis of the new useful lives.

Maintenance expenses are recorded as an expense in the period in which they are incurred.

n)  Assets received or awarded in lieu of payment

Assets received or awarded in lieu of payment of loans and accounts receivable from customers are initially recognized at the price agreed by the parties, or otherwise, when the parties do not reach an agreement, at the value at which the Bank is awarded those assets at a judicial settlement. Such values approximate the assets’ market value as the valuations are determined from market-based evidence by appraisals undertaken by professionally qualified appraisers at the time of the receipt of the assets.

o)  Leasing

a. Finance leases

Finance leases are leases that substantially transfer all the risks and rewards incidental to ownership of the leased asset to the lessee.

When the Bank acts as the lessor of an asset, the sum of the present value of the lease payments receivable from the lessee plus the guaranteed residual value, which is generally the exercise price of the lessee’s purchase option at the end of the lease term, is recorded as loans to third parties and is therefore included under “Loans and accounts receivable from customers, net” in the consolidated statements of financial position.

When the Bank act as lessee, it shows the cost of the leased assets in the consolidated statements of financial position based on the nature of the leased asset, and simultaneously records a liability for the same amount (which is the lower of the fair value of the leased asset and the sum of the present value of the lease payments payable to the lessor plus, if appropriate, the exercise of the purchase option). The depreciation policy for these assets is consistent with that for property, plant and equipment for own use.

In both cases, the finance revenues and finance expenses arising from these contracts is credited and debited, respectively, to “Interest income” and “Interest expense” in the consolidated statements of income so as to achieve a constant rate of return over the lease term.

b. Operating leases

In operating leases, ownership of the leased asset and substantially all the risks and rewards incidental thereto remain with the lessor.

When the consolidated entities act as the lessor, they present the acquisition cost of the leased assets under property, plant and equipment. The depreciation policy for these assets is consistent with that for similar items of property, plant and equipment held for own use. Income from operating leases is recorded on a straight line basis under “Other operating income” in the consolidated statements of income.

When the consolidated entities act as the lessees, the lease expenses, including any incentives granted by the lessor, are charged on a straight line basis to “Administrative and other expenses” in the consolidated statements of income.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

p)  Intangible assets

Intangible assets are identified as non-monetary assets (separately identifiable from other assets) without physical substance which arise as a result of a legal transaction or are developed internally by the consolidated entities. They are assets whose cost can be estimated reliably and from which the consolidated entities consider it probable that future economic benefits will be generated. The cost of intangible assets acquired in a business combination is their fair value as of the date of acquisition.

These intangible assets are recorded initially at acquisition or production cost and are subsequently measured at cost less any accumulated amortization or any accumulated impairment losses.

An entity will evaluate whether the useful life of an intangible asset is finite or indefinite and, if finite, will evaluate the duration or number of units of production or other similar units that make up its useful life. The entity will consider an intangible asset to have an indefinite useful life when, on the basis of an analysis of all relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity.

An intangible asset is accounted for based on its useful life. An intangible asset with a finite useful life is amortized over its economic useful life and reviewed to determine whether any indication of impairment may exist. The amortization period and method are reviewed at least once every reporting period. An intangible asset with an indefinite useful life is not amortized and the entity will determine if it has experienced an impairment loss by comparing its recoverable amount to its carrying amount on a yearly basis and at any time during the year in which there is an indication that its value may be impaired.

q)  Contingent assets and liabilities

Contingent assets and liabilities are those operations or commitments in which the bank assumes a credit risk upon committing itself to third parties, before the occurrence of a future fact, to make a payment or disbursement that must be recovered from its clients.

The Bank keeps a record of the following balances related to commitments or to liabilities of its own line of business in memorandum accounts: Collateral and guarantees, confirmed foreign letters of credit, documentary letters of credit issued, bank vouchers, inter-bank vouchers, freely disposable lines of credit, other credit commitments and other contingencies.

r)  Income and Deferred taxes

Income tax expense represents the sum of the current tax expense/benefit and deferred tax expense/benefit.

The tax currently payable is based on taxable income for the year, which differs from income before tax reported in the consolidated statements of income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

Deferred tax is recognized in the consolidated statement of financial position on temporary differences between the carrying amount of assets in the consolidated statements of financial position and their corresponding tax bases used in the computation of taxable income. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that is probable that taxable income will be available against which those deductible temporary differences can be utilized. Deferred tax assets and liabilities are not recognized if the temporary differences arise from goodwill or from initial recognition (other than in business combination) of other assets and liabilities that affects neither the taxable income nor the accounting income.

The carrying amount of deferred taxes is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates that have been enacted or substantively enacted by the end of the reporting period. The future effects of changes in tax legislation or in tax rates is recognized in deferred taxes from the date the law approving such changes is enacted and published.

Law 20,455, published in the Official Gazette on July 31, 2010, increased the corporate income tax rate from 17% to 20% for 2011, to 18.5% for 2012 and to 17% for 2013 and beyond.

On September 17, 2012, Law 20,630 “Enhancement of Tax Reform and Financing of Educational Reform” was published in the Official Gazette. The objectives of this law are to raise funds to finance education, provide economic relief for the middle class, promote growth and enhance the current tax system. Among the changes introduced is an increase in the tax rate from 17% to 20% beginning January 1, 20132.

Current and deferred tax effects are recognized in net income, except when they relate to items that are recognized in other comprehensive income or in equity, in which case, the current and deferred tax effects are also recognized in other comprehensive income or in equity respectively.

s)  Employee Benefits

Vacation expense

The annual cost of employee vacations and benefits are recorded on an accrual basis.

Short-term benefits

Short-term benefits correspond to current liabilities as measured by the undiscounted amount that the Bank expects to pay as a result of the unused entitlement.

Other long-term benefits

Other long-term benefits correspond to remuneration (other post-employment benefits, termination benefits and equity compensation benefits). The amount recognized as a liability is the total net present value of the obligations at the end of the reporting period minus the fair value at the close of the reporting period of plan assets (if any) against which the obligations are settled directly.

Retirement Plans

For defined benefit retirement plans, the cost of benefits is determined using the projected units of credit method with actuarial valuations performed as of each year end. An entity shall use the projected unit credit method to determine the present value of its defined benefit obligations and the related current service cost and, where applicable, past service cost.

An entity shall recognise the components of defined benefit cost, except to the extent that another IFRS requires or permits their inclusion, as follows:

(a) service cost in profit or loss;

(b) net interest on the net defined benefit liability in profit or loss; and

(c) remeasurements of the net defined benefit liability in other comprehensive income.

 

2 The current tax rate for our subsidiaries in Colombia as of the date of these consolidated financial statements was 34%.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

t)  Cash and cash equivalents

For the preparation of the cash flow statement, the Bank applied the indirect method, in which, starting with the Bank’s consolidated income before taxes, non-cash transactions are subsequently added/ subtracted, as well as income and expenses associated with cash flows classified as investing or financing activities.

The preparation of the cash flow statements takes the following items into account:

 

a)

Cash flows: the inflow or outflow of cash and cash equivalents, which includes Central Bank of Chile deposits, Domestic bank deposits, and Foreign bank deposits.

 

b)

Operating activities: correspond to normal activities performed by the Bank, as well as other activates that cannot be classified as either investing or financing.

 

c)

Investment activities: correspond to the acquisition, sale or disposal by other means, of long-term assets and other investments not included in cash and cash equivalents.

 

d)

Financing activities: activities that produce changes in the size and composition of the net Shareholders’ equity and liabilities that are not part of operating activities or investments.

In the statement of cash flows, cash and cash equivalents are defined as cash balances and bank deposits plus the net balance of cash in the process of collection. Cash and cash equivalents balances and their reconciliation to the cash flow statement are detailed in Note 5 of these financial statements.

The provision for loan losses presented in the operating section does not agree to the amount presented in the statements of income because, for cash flow statement purposes, the provision for loan losses excludes recoveries of assets previously written-off.

u)  Use of estimates

The preparation of the financial statements requires Management to make estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

In certain cases, generally accepted accounting principles require that assets or liabilities be recorded or disclosed at their fair values. The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where quoted market prices in active markets are not available, the Bank has estimated such values based on the best information available, including the use of modeling and other valuation techniques.

The Bank has established allowances to cover incurred losses, therefore to estimate the allowances, they must be regularly evaluated taking into consideration factors such as changes in the nature and volume of the loan portfolio, trends in forecasted portfolio quality, credit quality and economic conditions that may adversely affect the borrowers’ payment capacity. Increases in the allowances for loan losses are reflected as “Provisions for loan losses” in the Consolidated Statement of Income. Loans are charged off when management determines that a loan or a portion thereof is uncollectible. Charge-offs are recorded as a reduction of the provisions for loan losses.

The relevant estimates and assumptions are regularly reviewed by the Bank’s Management to quantify certain assets, liabilities, revenues, expenses, and commitments. Revised accounting estimates are recorded in the period in which the estimate is revised and in any affected future period.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

These estimates, made on the basis of the best available information, mainly refer to:

 

 

Useful life of material and intangible assets (Notes 13, 14 and 31)

 

Valuation of goodwill (Notes 12, 13 and 31)

 

Provisions (Note 20)

 

Fair value of financial assets and liabilities (Notes 6, 7, 8, 11 and 34)

 

Contingencies and commitments (Note 22)

 

Impairment losses for certain assets (Notes 9,10, 11 and 31)

 

Current and deferred taxes (Note 15)

 

Consolidation perimeter and evaluation of control (Note 1, letter a))

v)  Mandatory dividends

The Bank records within liabilities (provisions) the portion of profit for the year that should be distributed to comply with the Corporations Law (30%) or its dividend policy, which establishes that no less than 50% of profit for the years 2013 and 2012 should be distributed as dividends, as approved by shareholders in February 2012. For the years 2013 and 2012, the Bank provisioned 50% of profit for the year. This provision is recorded within “provision for minimum dividends” by reducing “retained earnings” within the Consolidated Statement of Changes in Equity.

w) Earnings per share

Basic earnings per share are determined by dividing the net income attributable to equity holders of the Bank in a period by the weighted average number of shares outstanding during the period.

Diluted earnings per share are determined in a similar manner as Basic Earnings per share, but the net income attributable to equity holders of the bank and the weighted average number of outstanding shares are adjusted to take into account the potential diluting effect of stock options, warrants, and convertible debt.

As of December 31, 2011, 2012 and 2013, the Bank did not have instruments that generated diluting effects on income attributable to equity holders of the Bank.

x)  Impairment

Assets are acquired for the benefit they will produce. Therefore, impairment occurs whenever their book value exceeds their recoverable amount; assets are tested for impairment whenever there are indicators that the carrying amount may exceed the recoverable value.

The Bank and its subsidiaries use the following criteria to test for impairment, if any:

Financial assets

A financial asset that is not recorded at fair value through profit and loss is evaluated at each period end in order to determine whether there is objective evidence of impairment. As of each reporting date, the Bank assesses whether there is objective evidence that a financial asset or a group of financial assets may be impaired. Financial assets or asset groups are considered impaired only if there is objective evidence of impairment as a result of one or more loss events that occurred after the initial recognition of the asset and the loss event(s) had an impact on the estimated future cash flows of the financial asset or asset group that can be reliably estimated. It may not be possible to identify a single loss event that individually caused the impairment.

An impairment loss for financial assets recorded at amortized cost is calculated as the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted using the original effective interest rate of the financial asset.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Losses expected as the result of future events, whatever their probability, are not recognized. Objective evidence that an asset or group of assets is impaired includes observable data that comes to the attention of the asset holder about the following loss events: (i) significant financial difficulties of the issuer or the debtor; (ii) breach of a contract; (iii) granting of a concession by the lender to the issuer or the borrower, for economic or legal reasons relating to the borrower’s financial difficulty, that the lender would not otherwise consider; (iv) high probability of bankruptcy or other financial reorganization; (v) disappearance of an active market for a given financial asset due to financial difficulties; or (vi) evidence that there has been a measurable reduction in the estimated future cash flows from a group of financial assets since initial recognition, even if it cannot yet be identified with individual financial assets, including data such as: (a) adverse changes in the status of payments by borrowers included in the group; or (b) local or national economic conditions that are linked to delinquency for group assets).

Individually significant financial assets are examined individually to determine impairment. Remaining financial assets are evaluated collectively in groups that share similar credit risk characteristics.

All impairment losses are recognized in the income statement. Any cumulative loss related to available-for-sale financial assets recognized previously in equity is transferred to the income statement.

An impairment loss can only be reversed if it can be related objectively to an event occurring after the impairment loss was recognized. Reversal of impairment financial assets recorded at amortized cost and those classified as available-for-sale debt instruments is recorded in the income statement.

Non-financial assets

The carrying amounts of the Bank’s non-financial assets, excluding investment property and deferred taxes, are reviewed regularly, or at least every reporting period, to determine whether indications of impairment exist. If such indication exists, the recoverable amount of the asset is then estimated. The recoverable amount of an asset is the greater of the fair value less costs to sell, whether for an asset or a cash-generating unit “CGU”, and its value in use. That recoverable amount is determined for an individual asset, unless the asset does not generate cash flows that are largely independent from the cash flows of other assets or asset groups.

When the carrying amount of an asset or CGU, exceeds its recoverable amount, the asset is considered to be impaired and its value is reduced to its recoverable amount.

Upon assessing the value in use of an individual asset or CGU, estimated future cash flows are discounted to present value using a before-tax discount rate that reflects current market assessments of the time value of money and the specific risks that an asset may have.

As of each reporting period, the Bank will evaluate whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill no longer exists or could have decreased. If such indication exists, the entity will once again estimate the asset’s recoverable amount. In evaluating whether indications that an impairment loss recognized in prior periods for an asset other than goodwill no longer exist or may have decreased in value, the entity will consider at least external sources (significant increase in market value of the asset; significant changes in technological, market, economic or legal environment affecting the asset; decrease in market interest rates or other investment rates of return which are likely to affect the discount rate used in calculating the asset’s value in use, resulting in higher recoverable amount) and internal sources during the period (in the immediate future, significant favorable changes in the manner in which the asset is used or is expected to be used; and available evidence from internal reporting indicating that the economic performance of the asset is or will be better than expected, including costs incurred during the period to improve or enhance the asset’s performance or restructure the operation to which the asset belongs). In the case of goodwill and intangible assets with indefinite useful lives or that are still not available for use, recoverable amounts are estimated at each reporting date.

Impairment losses recognized in prior years are assessed at each reporting date in search of any indication that the loss has decreased or disappeared. An impairment loss will be 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.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Goodwill

Goodwill is tested annually to determine whether impairment exists and when circumstances indicate that its book value may be impaired. Impairment of goodwill is determined by evaluating the recoverable amount of each cash generating unit (or group of cash generating units) to which goodwill is allocated. Where the recoverable amount of the cash generating unit is less than its carrying amount, an impairment loss is recognized.

Goodwill acquired in a business combination shall be allocated as of the acquisition date among the CGUs or group of CGUs of the acquirer that are expected to benefit from the synergies of the business combination, regardless of whether other of the acquiree’s assets or liabilities are allocated to these units. Impairment losses relating to goodwill cannot be reversed in future periods.

In accordance with IAS 36 “Impairment of Assets”, annual impairment testing is permitted for a CGU to which goodwill has been allocated, or at any time for intangible assets with indefinite useful lives, as long as they are carried out at the same time each year. Different CGU and different intangible assets can be tested for impairment at different times during the year.

y)  Provisions

Provisions are reserves involving uncertainty about their amount or maturity. They are recorded in the Consolidated Statement of Financial Position when the following copulative requirements are met:

 

 

a present (legal or implicit) obligation has arisen from a past event and;

 

 

as of the date of the consolidated financial statements is likely that the Bank and/or its controlled entities will have to disburse resources to settle the obligation and the amount can be reliably measured.

A contingent liability is any obligation that arises from past events whose existence will be confirmed only if one or more uncertain future event occurs not within the control of the Bank and its controlled entities.

The annual consolidated financial statements include all material provisions with respect to which it is considered more likely than not that the obligation will have to be settled.

Provisions which are quantified on the basis of the best available information regarding the consequences of the event that gives rise to them, and are re-estimated at the end of each accounting period are used to cover the specific obligations for which they were originally recognized, and are reversed in full or in part when those obligations cease to exist or are reduced.

Provisions are classified into the following groups in the Consolidated Statement of Financial Position based on the obligations they cover:

 

 

Employee benefits and compensation

 

Minimum dividends

 

Contingencies

z)  Derecognition financial assets and liabilities

Accounting for transfers of financial assets is based on the degree and way in which the risks and rewards associated with the transferred assets are transferred:

 

1.

If the risks and rewards are substantially transferred to third parties (e.g. unconditional sales, sales with repurchase agreements at fair value as of the date of repurchase, sales of financial assets with a purchase option deemed deep-out-of-the-money, use of assets in which the transferor does not retain subordinate financing or transfer any type of credit enhancement to the new holders and other similar cases), the transferred asset is derecognized from the balance sheet and any rights or obligations retained or created upon transfer are simultaneous recognized.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

2.

If the risks and rewards of the transferred financial asset are substantially retained (e.g. sales of financial assets with repurchase agreements at fixed prices or for the sales price plus interest, securities lending agreements where the borrower has the obligation to return the securities or similar assets and other similar cases) the transferred asset is not derecognized from the balance sheet and will continue to be valued using the same criteria used before the transfer. Otherwise, the following is recorded in accounting:

 

  a)

A financial liability for an amount equal to the consideration received, which is subsequently valued at amortized cost.

 

  b)

Both the income from the transferred financial asset (but not derecognized) and the expenses for the new financial liability.

 

3.

If the risks and rewards of the transferred financial asset are not substantially transferred or retained (e.g. sales of financial assets with a purchase option deemed not deep-in-the-money or deep-out-of-the-money, use of assets in which the transferor assumes subordinate financing or another type of credit enhancement for part of the transferrer asset and other similar cases), the following will be analyzed:

 

  a)

If the transferor has not retained control of the transferred financial asset, it will be derecognized, and any lights or obligations created or retained upon transfer will be recognized.

 

  b)

If the transferor has retained control of the transferred financial asset, it will continue to be recognized in the Statement of Financial Position for an amount equal to its exposure to the changes in value that it may experience and a financial liability will be recognized for the financial asset transferred. The net amount of the transferred asset and the associated liability will be the amortized cost of the rights and obligations retained if the transferred asset is measured at amortized cost, or the fair value of the rights and obligations retained if the transferred asset is measured at fair value.

As a result, financial assets will only be derecognized when the rights over the cash flows have been extinguished or when substantially all implicit rights and rewards have been transferred to third parties. Likewise, financial liabilities are only derecognized from the Statement of Financial Position when the obligations they generate have been extinguished or when they are acquired with the intention to settle them or place them once again.

 

aa)    Debt issued

The financial instruments issued by the Bank and subsidiaries are classified in the Consolidated Statement of Financial Position within “debt issued”, where the Bank has an obligation either to deliver cash or another financial asset to the holder, or to satisfy the obligation by the exchange of a fixed amount of cash or other financial asset for a fixed number of 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, premium or cost related directly to the issuance.

 

bb)    Assets, investment funds and pensions managed by the Bank and its subsidiaries

The assets managed by Helm Bank S.A., Corpbanca Administradora General de Fondos S.A. and Corpbanca Investment Trust Colombia S.A. that are owned by third parties are not included in the Consolidated Financial Statements the Bank and its subsidiaries do not have control over them. Fees generated by these activities are included in “fee and commission income” in the Consolidated Statement of Income.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

cc)    Fiduciary activities

The Bank and its subsidiaries provide trust and other fiduciary services that result in the holding or investing of assets on behalf of customers. Assets held in a fiduciary capacity are not reported in the consolidated financial statements, as they are not the assets of the Bank. Contingencies and commitments arising from this activity are disclosed in Note 22 (a).

 

dd)    Customer loyalty program

The Bank and its subsidiaries maintain a customer loyalty program as an incentive to their customers. Through this program, customers can acquire goods and/or services based on purchases made primarily with credit cards issued by the Bank and by meeting certain conditions established in the program for that purpose.

 

ee)    Non-current assets held for sale

Non-current assets (or disposal groups made up of assets and liabilities) that are expected to be recovered primarily through sale instead of through continued use are classified as held for sale. Immediately before being classified as such, the assets (or elements of a disposal group) are remeasured in accordance with the Bank’s accounting policies. From this time forward, assets (or disposal groups) are measured at the lesser of book value and fair value less costs to sell.

Impairment losses after the initial classification of assets held for sale and gains and losses after revaluation are recognized in profit or loss. Gains are not recognized if they exceed any accumulated loss.

As of December 31, 2013 and 2012, the Bank did not have any non-current assets held for sale.

Application of new and revised International Financial Reporting Standards (IFRS)

 

  a)

New and revised IFRS effective in the current year:

 

New Standards

 

  

Effective date

 

IAS 19, Employee Benefits (2011)

 

  

Annual periods beginning on or after January 1, 2013

IAS 27 (2011), Separate Financial Statements

 

  

Annual periods beginning on or after January 1, 2013

IAS 28 (2011), Investments in Associates and Joint Ventures

 

  

Annual periods beginning on or after January 1, 2013

IFRS 10, Consolidated Financial Statements

 

  

Annual periods beginning on or after January 1, 2013

IFRS 11, Joint Arrangements

 

  

Annual periods beginning on or after January 1, 2013

IFRS 12, Disclosure of Interests in Other Entities

 

  

Annual periods beginning on or after January 1, 2013

IFRS 13, Fair Value Measurement

 

  

Annual periods beginning on or after January 1, 2013

 

Amendments to IFRS    Effective date

IAS 1, Presentation Financial Statements– Presentation of Items of Other Comprehensive Income

  

Annual periods beginning on or after July 1, 2012

IFRS 1, First-time Adoption of IFRS – Government Loans

 

  

Annual periods beginning on or after January 1, 2013

IFRS 7, Financial Instruments: DisclosuresOffsetting Financial Assets and Financial Liabilities

  

Annual periods beginning on or after January 1, 2013

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Annual Improvements – 2009 – 2011 Cycle – Amendments to five IFRS

  

Annual periods beginning on or after January 1, 2013

IFRS 10, IFRS 11 and IFRS 12 – Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities– Transition Guidance

  

Annual periods beginning on or after January 1, 2013

 

New Interpretations    Effective date

IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine

  

Annual periods beginning on or after January 1, 2013

Amendment to IAS 19, Employee Benefits

On June 16, 2011, the IASB issued amendments to IAS 19 Employee Benefits (2011) that change the accounting for defined benefit plans and termination benefits. The amendments require the recognition of changes in the defined benefit obligation and in plan assets when those changes occur, eliminating the corridor approach and accelerating the recognition of past service costs. Changes in the defined benefit obligation and plan assets are disaggregated into three components: service costs, net interest on the net defined benefit liabilities (assets) and remeasurements of the net defined benefit liabilities (assets). Net interest is calculated using high quality corporate bond yield. This may be lower than the rate used to calculate the expected return on plan assets, resulting in a decrease in net income. The amendments are effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. Retrospective application is required with certain exceptions.

The Bank’s management analyzed these amendments in detail and concluded that they do not have a significant impact on the accounting policies for the period. The application of this rule is in Note 2.

IAS 27 (2011), Separate Financial Statements

IAS 27 (2008) Consolidated and Separate Financial Statements has been amended for the issuance of IFRS 10 but retains the current guidance for separate financial statements.

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies for the period.

IAS 28 (2011), Investments in Associates and Joint Ventures

IAS 28 Investments in Associates has been amended for conforming changes based on the issuance of IFRS 10 and IFRS 11.

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies for the period.

IFRS 10, Consolidated Financial Statements

On May 12, 2011, the IASB issued IFRS 10 Consolidated Financial Statements, which is a replacement of IAS 27 Consolidated and Separate Financial Statements and SIC – 12 Consolidation – Special Purpose Entities. The objective of IFRS 10 is to have a single basis for consolidation for all entities, regardless of the nature of the investee, and that basis is control. The definition of control includes three elements: power over an investee, exposure or rights to variable returns of the investee and the ability to use power over the investee to affect the investor’s returns. NIIF 10 provides detailed guidance on how to apply the control principle in a number of situations, including agency relationships and holdings of potential voting rights. An investor would reassess whether it controls an investee if there is a change in facts and circumstances. IFRS 10 replaces those parts of IAS 27 that address when and how an investor should prepare consolidated financial statements and replaces SIC – 12 in its entirety. The effective date of NIIF 10 is January 1, 2013, with earlier application permitted under certain circumstances.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The Bank and its controlled entities evaluated the impact of this new standard and did not identify any new controlled entities that modify its consolidation perimeter. Nevertheless, additional disclosures are required and are included in these financial statements.

IFRS 11, Joint Arrangements

On May 12, 2011, the IASB issued IFRS 11 Joint Arrangements which supersedes IAS 31 Interests in Joint Ventures and SIC – 13 Jointly Controlled EntitiesNon-Monetary Contributions by Venturers. IFRS 11 classifies joint arrangements as either joint operations (combining the existing concepts of jointly controlled assets and jointly controlled operations) or joint ventures (equivalent to the existing concept of a jointly controlled entity). A joint operation is a joint arrangement whereby the parties that have joint control have rights to the assets and obligations for the liabilities. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. IFRS 11 requires the use of the equity method of accounting for interests in joint ventures thereby eliminating the proportionate consolidation method. The effective date of IFRS 11 is January 1, 2013, with earlier application permitted under certain circumstances.

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies for the period.

IFRS 12, Disclosure of Interests in Other Entities

On May 12, 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities which requires extensive disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. IFRS 12 establishes disclosure objectives and specifies minimum disclosures that an entity must provide to meet those objectives. An entity should disclose information that helps users of its financial statements evaluate the nature and risks associated with interests in other entities and the effects of those interests on its financial statements. The disclosure requirements are extensive and significant effort may be required to accumulate the necessary information. The effective date of IFRS 12 is January 1, 2013 but entities are permitted to incorporate any of the new disclosures into their financial statements before that date.

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies and disclosure for the period.

IFRS 13, Fair Value Measurement

On May 12, 2011, the IASB issued IFRS 13 Fair Value Measurement, which establishes a single source of guidance for fair value measurement under IFRS. The Standard applies to both financial and non-financial items measured at fair value. Fair value is defined 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” (i.e., an exit price). IFRS 13 is effective for annual periods beginning on or after January 1, 2013, with early adoption permitted, and applies prospectively from the beginning of the annual period in which the Standard is adopted.

Based on management’s evaluation, this change does not have a significant impact on the consolidated financial statements. However, additional disclosures have been included in these consolidated financial statements in order to comply with the added reporting requirements contained in that standard.

Amendment to IAS 1, Presentation of Financial Statements

On June 16, 2011, the IASB issued Presentation of Items of Other Comprehensive Income (amendments to IAS 1). The amendments retain the option to present profit or loss and other comprehensive income in either a single continuous statement or in two separate but consecutive statements. Items of other comprehensive income are required to be grouped into those that will and will not subsequently be reclassified to profit or loss. Tax on items of other comprehensive income is required to be allocated on the same basis. The measurement and recognition of items of profit or loss and other comprehensive income are not affected by the amendments, which are applicable for reporting periods beginning on or after July 1, 2012 with earlier application permitted.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies for the period. The structure proposed by the standard is included in these consolidated financial statements.

Amendments to IFRS 1, First-time Adoption of IFRS – Government loans

The amendments provide a relief to first-time adopters of IFRSs by amending IFRS 1 to allow prospective application of IAS 39 or IFRS 9 and paragraph 10A of IAS 20 Accounting for Government Grants and Disclosure of Government Assistance to government loans outstanding at the date of transition to IFRSs.

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies for the period.

Amendment to IFRS 7, Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities

IFRS 7 Financial Instruments: Disclosures was amended to require information about all recognized financial instruments that are set off in accordance with paragraph 42 of IAS 32 Financial Instruments: Presentation. The amendments also require disclosure of information about recognized financial instruments subject to enforceable master netting arrangements and similar agreements even if they are not set off under IAS 32. The IASB believes that these disclosures will allow financial statement users to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with an entity’s recognized financial assets and recognized financial liabilities, on the entity’s financial position. The amendments are effective for annual periods beginning on or after January 1, 2013.

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies for the period. The Bank has not enforceable master netting agreements in place.

Annual improvements 2009 – 2011 Cycle

The annual improvements include amendments to five IFRS, summarized below:

 

IFRS   Topic   Details
IFRS First-time Adoption of International Financial Reporting Standards   Repeated application of IFRS 1.  

The amendments clarify that an entity may apply IFRS 1 if its most recent previous annual financial statements did not contain an explicit and unreserved statement of compliance with IFRS, even if the entity applied IFRS 1 in the past. An entity does not elect to apply IFRS 1 must apply IFRSs retrospectively as if there was no interruption. An entity should disclose: (a) the reason why it stopped applying IFRSs; (b) the reason why it is resuming the application of IFRSs; and (c) the reason why it has elected not to apply IFRS 1, if applicable.

IAS 23, Borrowing Costs   Borrowing costs  

The amendments clarify that borrowing costs capitalized under previous GAAP before the date of transition to IFRSs may be carried forward without adjustment to the amount previously capitalized at the transition date. Borrowing costs incurred on or after the date of transition to IFRSs that relate to qualifying assets under construction at the date of transition should be accounted for in accordance with IAS 23 Borrowing Costs. The amendments also state that a first-time adopter can choose to apply IAS 23 as of a date earlier than the transition date.

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

IAS 1 Presentation of Financial Statements   Clarification of the requirements for comparative information  

The amendments to IAS 1 clarify that an entity is required to present a statement of financial position at the beginning of the preceding period (third statement of financial position) only when the retrospective application of an accounting policy, restatement or reclassification has a material effect on the information in the third statement of financial position and that the related notes are not required to accompany the third statement of financial position. The amendments also clarify that additional comparative information is not necessary for periods beyond the minimum comparative financial statements requirements of IAS 1. However, if additional comparative information is provided, the information should be presented in accordance with IFRSs, including related note disclosure of comparative information for any additional statements. Presenting additional comparative information voluntarily would not trigger a requirement to provide a complete set of financial statements. However, the entity should present related note information for those additional statements.

IAS 16 Property, Plant and Equipment   Classification of servicing equipment  

The amendments clarify that spare parts, stand-by equipment and servicing equipment should be classified as property, plant and equipment when they meet the definition of property, plant and equipment in IAS 16 and as inventory otherwise.

IAS 32 Financial Instruments: Presentation   Tax effect of distribution to holders of equity instruments  

The amendments clarify that income tax on distributions to holders of an equity instrument and transaction costs of an equity transaction should be accounted for in accordance with IAS 12 Income Taxes.

IAS 34 Interim Financial Reporting   Interim financial reporting and segment information for total assets and liabilities  

The amendments clarify that the total assets and total liabilities for a particular reportable segment would be separately disclosed in interim financial reporting only when the amounts are regularly provided to the chief operating decision maker and there has been a material change from the amounts disclosed in the last annual financial statements for that reportable segment.

These amendments are effective for annual periods that begin on or after January 1, 2013. Early adoption is permitted and they must be applied retrospectively.

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies for the period.

Amendments to IFRS 10, Consolidated Financial Statements; IFRS 11, Joint Arrangement and IFRS 12, Disclosure of Involvement Other Entities -Transition Guidance

On June 28, 2012, the IASB published Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities (Amendments to IFRS 10, IFRS 11, and IFRS 12). The amendments are intended to provide additional transition relief in IFRS 10, IFRS 11 and IFRS 12 by limiting the requirement to provide adjusted comparative information to only the preceding comparative period. Also, amendments to IFRS 11 and IFRS 12 eliminate the requirement to provide comparative information for periods prior to the immediately preceding period. The effective date of these amendments is for periods. The effective date of these amendments, annual periods beginning on or after 1 January 2013, is aligned with the effective dates of IFRS 10, IFRS 11 and IFRS 12.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies for the period.

IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine

On October 19, 2011, the IFRS Interpretations Committee published IFRIC 20 Interpretation 20, Stripping Costs in the Production Phase of a Surface Mine (‘IFRIC 20’). IFRIC 20 applies to all types of natural resources that are extracted using the surface mining activity process. The costs from a stripping activity which provide improved access to ore should be recognized as a non-current asset (“stripping activity asset”) when certain criteria are met, whereas the costs of normal operational stripping activities should be accounted for in accordance with the principles in IAS 2 Inventories. The stripping activity asset should be initially measured at cost and subsequently carried at cost or its revalued amount less depreciation and amortization and impairment losses. The interpretation is effective for annual periods beginning on or after January 1, 2013, with early application permitted.

The Bank’s management analyzed these amendments in detail and concluded that they do not have an impact on the accounting policies for the period because the Bank is not engaged in extracting natural resources.

 

b)      New and revised IFRS in issue but not yet effective:

 

New Standards

 

   Effective date
IFRS 9, Financial Instruments    The IASB has not established the date of mandatory application.

 

Amendments to Standards    Effective date
IAS 19, Employee Benefits – Employee benefit plans: Employee contributions    Annual periods beginning on or after July 1, 2014
IAS 32, Financial instruments: presentation – Clarified requirements for offsetting of financial assets and financial liabilities    Annual periods beginning on or after January 1, 2014
Investment Entities – Amendments to IFRS 10, Consolidated Financial Statements; IFRS 12, Disclosure of Involvement with Other Entities and IAS 27, Separate Financial Statements    Annual periods beginning on or after January 1, 2014
IAS 36, Impairment of Assets- Recoverable Amount Disclosures for Non-Financial Assets    Annual periods beginning on or after January 1, 2014
IAS 39, Financial Instruments: Recognition and measurement – Novation of Derivatives and Continuation of Hedge Accounting    Annual periods beginning on or after January 1, 2014
Annual Improvements 2010 – 2012 Cycle – improvements to six NIIFs    Annual periods beginning on or after July 1, 2014
Annual Improvements 2011 – 2013 Cycle – improvements to four NIIFs    Annual periods beginning on or after July 1, 2014

 

New Interpretations      
IFRIC 21, Levies    Annual periods beginning on or after January 1, 2014

IFRS 9, Financial Instruments

On November 12, 2009, the IASB issued IFRS 9 Financial Instruments (IFRS 9). This standard introduces new requirements for the classification and measurement of financial assets and is effective from 1 January 2013 with early adoption permitted. IFRS 9 specifies how an entity shall classify and measure its financial assets. This standard requires that all financial assets be classified on the basis of an entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Financial assets are either measured at amortized cost or at

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

fair value. Only those financial assets measured at amortized cost are tested for impairment. Additionally, on 28 October 2010, the IASB published a revised version of IFRS 9. The revised standard retains the requirements for classification and measurement of financial assets that were published in November 2009 but adds guidance on the classification and measurement of financial liabilities. As part of its restructuring of IFRS 9, the IASB also copied the guidance on derecognition of financial instruments and related implementation guidance from IAS 39 to IFRS 9. This new guidance concludes the first part of Phase 1 of the Board’s project to replace IAS 39. The other phases, impairment and hedge accounting, are not yet completed.

The guidance included in IFRS 9 on the classification and measurement of financial liabilities is unchanged from the classification criteria for financial liabilities currently contained in IAS 39. In other words, financial liabilities will continue to be measured either wholly, or in part, at amortized cost or at fair value through profit or loss (FVTPL). The concept of bifurcating embedded derivatives from a financial liability host contract also remains unchanged. Financial liabilities held for trading would continue to be measured at FVTPL, and all other financial liabilities would be measured at amortized cost unless the fair value option is applied, using the existing criteria in IAS 39.

However, there are two differences compared to IAS 39:

 

 

The presentation of the effects of changes in fair value attributable to a liability’s credit risk; and

 

 

The elimination of the cost exemption for derivative liabilities to be settled by delivery of unquoted equity.

On December 16, 2011, the IASB issued Mandatory Effective Date of IFRS 9 and Transition Disclosures, deferring the mandatory effective date of both the 2009 and 2010 versions to annual periods beginning on or after January 1, 2015. Prior to the amendments, application of IFRS 9 was mandatory for annual periods beginning on or after January 1, 2013. The amendments modify the requirements for transition from IAS 39 Financial Instruments: Recognition and Measurement to IFRS 9. In addition, the amendments also modify IFRS 7 Financial Instruments: Disclosures to add certain requirements in the reporting period containing the date of initial application of IFRS 9.

On November 19, 2013, the IASB issued a revised version of NIIF 9 which introduces a new chapter to IFRS 9 on hedge accounting, putting in place a new hedge accounting model that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures. The revised version of IFRS 9 permits an entity to apply only the requirements introduced in IFRS 9 (2010) for the presentation of gains and losses on financial liabilities designated as at fair value through profit or loss without applying the other requirements of IFRS 9, meaning the portion of the change in fair value related to changes in the entity’s own credit risk can be presented in other comprehensive income rather than within profit or loss. In addition, the revised version of IFRS 9 removes the mandatory effective date of IFRS 9 (2013), IFRS 9 (2010) and IFRS 9 (2009), leaving the effective date open pending the finalization of the impairment and classification and measurement requirements. Notwithstanding the removal of an effective date, each standard remains available for application.

The IASB has not established the date of mandatory application. In accordance with SBIF instructions in section 12 of Chapter A-2 Limits or Specifications on the Use of General Criteria of the Compendium of Accounting Standards, this standard cannot be applied early and, moreover, must not be applied until the SBIF makes use mandatory for all banks.

Amendment to IAS 19 (2011), Employee Benefits

On November 21, 2013, the IASB amended IAS 19 (2011) Employee Benefits to clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. The amendments permit contributions that are independent of the number of years of service to be recognized as a reduction in the service cost in the period in which the service is rendered, instead of allocating the contributions to periods of service. Other contributions by employees or third parties are required to be attributed to periods of service either using the plan’s contribution formula or on a straight-line basis. The amendments are effective for periods beginning on or after July 1, 2014, with earlier application permitted.

Management is still in the process of evaluating the potential impact of these amendments.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Amendment to IAS 32, Financial Instruments: Presentation

In December 2011, the IASB amended the accounting requirements and disclosures related to offsetting of financial assets and financial liabilities by issuing amendments to IAS 32, Financial Instruments: Presentation and IFRS 7, Financial Instruments: Disclosures. These amendments are the result of the IASB and US Financial Accounting Standards Board (‘FASB’ undertaking a joint project to address the differences in their respective accounting standards regarding offsetting of financial instruments. The amendments to IAS 32 are effective for annual periods beginning on or after January 1, 2014. Both require restrospective application for comparative periods.

Management is still in the process of evaluating the potential impact of these amendments.

Investment Entities – Amendments to IFRS 10, Consolidated Financial Statements; IFRS 12, Disclosures of Involvement in Other Entities and IAS 27, Separate Financial Statements

On October 31, 2012, the IASB published “Investment Entities (amendments to IFRS 10, IFRS 12 and IAS 27)”, providing an exemption from consolidation of subsidiaries under IFRS 10 ‘Consolidated Financial Statements’ for entities which meet the definition of an ‘investment entity’, such as certain investment funds. Instead, such entities would measure their investment in particular subsidiaries at fair value through profit or loss in accordance with IFRS 9, ‘Financial Instruments’ or IAS 39, ‘Financial Instruments: Recognition and Measurement’.

The amendments also require additional disclosure about why the entity is considered an investment entity, details of the entity’s unconsolidated subsidiaries, and the nature of relationship and certain transactions between the investment entity and its subsidiaries. In addition, the amendments require an investment entity to account for its investment in a relevant subsidiary in the same way in its consolidated and separate financial statements (or to only provide separate financial statements if all subsidiaries are unconsolidated). The amendments are effective for annual periods beginning on or after January 1, 2014, with early application permitted.

Management is still in the process of evaluating the potential impact of these amendments.

Amendments to IAS 36, Recoverable Amount Disclosures for Non-Financial Assets

On May 29, 2013 the IASB published “Amends to IAS 36, Recoverable Amount Disclosures for Non-Financial Assets”. The publication of IFRS 13 Fair Value Measurements amended certain disclosure requirements in IAS 36, Impairment of Assets with respect to measuring the recoverable amount of impaired assets. However, one of the modifications to the disclosure requirements was more extensive than originally intended. The IASB has rectified this with the publication of these amendments to IAS 36.

The amendments to IAS 36 removed the requirement to disclose the recoverable amount of each cash-generating unit (group of units) for which the carrying amount of goodwill or intangible assets with indefinite useful lives allocated to that unit (group of units) was significant compared with the total carrying amount of goodwill or intangible assets with indefinite useful life of the entity. The amendments require an entity to disclose the recoverable amount of an individual asset (including goodwill) or a cash-generating unit to which the entity recognized or reversed a deterioration during the reporting period. An entity shall disclose information about the fair value less costs to sell of an individual asset, including goodwill, or a cash-generating unit to which the entity recognized or reversed an impairment loss during the reporting period, including: (i) the level of the fair value hierarchy (IFRS 13), (ii) the valuation techniques used to measure fair value less costs to sell, and (iii) the key assumptions used in fair value measurement categorized within “Level 2” and “Level 3” of the fair value hierarchy. In addition, an entity should disclose the discount rate used when an entity recognized or reversed an impairment loss during the reporting period and the recoverable amount should be based on the fair value less costs to sell determined using a present value valuation technique. The amendments should be applied retrospectively for annual periods beginning on or after January 1, 2014. Earlier application is permitted.

Management is still in the process of evaluating the potential impact of these amendments.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Amendments to IAS 39, Novation of Derivatives and Continuation of Hedge Accounting

On June 2013, the IASB published Amendments to IAS 39 – Novation of Derivatives and Continuation of Hedge Accounting. This modification permits the continuation of hedge accounting (under IAS 39 and the next chapter on hedge accounting under IFRS 9) when a derivative is novated to a central counterparty and certain conditions are met. A novation indicates an event where the original parties to a derivative agree that one or more clearing counterparties replace their original counterparty to become the new counterparty to each of the parties. In order to apply the amendments and continue hedge accounting, novation to a central counterparty must happen as a consequence of laws or regulations or the introduction of laws or regulations. The amendments are effective for annual periods beginning on or after January 1, 2014, with early application permitted.

Management is still in the process of evaluating the potential impact of these amendments.

Annual Improvements 2010 – 2012 Cycle

 

IFRS   Topic   Amendment
IFRS 2 Share based payments   Definition of vesting condition  

Appendix A ‘Defined terms’ to IFRS 2 was amended to (i) change the definitions of ‘vesting condition’ and ‘market condition’, and (ii) add definitions for ‘performance condition’ and ‘service condition’ which were previously included within the definition of ‘vesting condition’. The amendments clarify that: (a) a performance target can be based on the operations of the entity or another entity in the same group (i.e. a non-market condition) or on the market price of the equity instruments of the entity or another entity in the same group (i.e. a market condition); (b) a performance target can relate either to the performance of the entity as a whole or to some part of it (e.g. a division or an individual employee); (c) a share market index target is a non-vesting condition because it not only reflects the performance of the entity, but also of other entities outside the group; (d) the period for achieving a performance condition must not extend beyond the end of the related service period; (e) a condition needs to have an explicit or implicit service requirement in order to constitute a performance condition (rather than being a non-vesting condition); (f) a market condition is a type of performance condition, rather than a non-vesting condition; and (g) if the counterparty ceases to provide services during the vesting period, this means it has failed to satisfy the service condition, regardless of the reason for ceasing to provide services. The amendments apply prospectively to share-based payment transactions with a grant date on or after July 1, 2014, with earlier application permitted.

IFRS 3 Business Combinations   Accounting for contingent consideration in a business combination  

The amendments clarify that a contingent consideration that is classified as an asset or a liability should be measured at fair value at each reporting date, irrespective of whether the contingent consideration is a financial instrument within the scope of IFRS 9 or IAS 39 or a non-financial asset or liability. Changes in fair value (other than measurement period adjustments) should be

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

       

recognized in profit or loss. Consequential amendments were also made to IFRS 9, IAS 39 and IAS 37. The amendments apply prospectively to business combination for which the acquisition date is on or after July 1, 2014. Earlier application is permitted.

IFRS 8 Operating Segments   Aggregation of Operating Segments  

The amendments require an entity to disclose the judgments made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have ‘similar economic characteristics’. The amendments apply for annual periods beginning on or after July 1, 2014, with earlier application permitted.

IFRS 8, Operating Segment   Reconciliation of the total of the reportable segments’ assets to the entity’s assets  

The amendment clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets should only be provided if the segment assets are regularly provided to the chief operating decision-maker. The amendments apply for annual periods beginning on or after July 1, 2014, with earlier application permitted.

IFRS 13, Fair Value Measurement   Short-term receivables and payables  

The Basis for Conclusions was amended to clarify that the issuance of IFRS 13 and consequential amendments to IAS 39 and IFRS 9 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting, if the effect of not discounting is immaterial.

IAS 16, Property, Plant and Equipment

 

IAS 38, Intangible Assets

  Revaluation method: proportionate restatement of accumulated depreciation/amortization  

The amendments remove perceived inconsistencies in the accounting for accumulated depreciation/amortization when an item of property, plant and equipment or an intangible asset is revalued. The amended requirements clarify that the gross carrying amount is adjusted in a manner consistent with the revaluation of the carrying amount of the asset and that accumulated depreciation/amortization is the difference between the gross carrying amount and the carrying amount after taking into account accumulated impairment losses. The amendments apply for annual periods beginning on or after July 1, 2014, with earlier application permitted. An entity is required to apply to amendments to all revaluations recognized in the annual period in which the amendments are first applied and in the immediately preceding annual period. An entity is permitted, but not required, to restate any earlier periods presented.

IAS 24, Related Party Disclosures   Key management personnel  

The amendments clarify that a management entity providing key management personnel services to a reporting entity is a related party of the reporting entity. Consequently, the reporting entity must disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required. The amendments apply for annual periods beginning on or after July 1, 2014, with earlier application permitted.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Annual Improvements 2011 – 2013 Cycle

 

IFRS   Topic   Amendment
IFRS 1, First-time Adoption of International Financial Reporting Standards   Meaning of “effective IFRS”  

The Basis of Conclusions was amended to clarify that a first-time adopter is allowed, but not required, to apply a new IFRS that is not yet mandatory if that IFRS permits early application. If an entity chooses to early apply a new IFRS, it must apply that new IFRS retrospectively throughout all periods presented unless IFRS 1 provides an exemption or an exception that permits or requires otherwise. Consequently, any transitional requirements of that new IFRS do not apply to a first-time adopter that chooses to apply that new IFRS early.

IFRS 3, Business Combinations   Scope exception for joint ventures  

The scope section was amended to clarify that IFRS 3 does not apply to the accounting for the formation of all types of joint arrangement in the financial statements of the joint arrangement itself.

IFRS 13, Fair Value Measurement   Scope of portfolio exception (paragraph 52)  

The scope of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis was amended to clarify that it includes all contracts that are within the scope of, an accounted for in accordance with, IAS 39 or IFRS 9, even if those contracts do not meet the definitions of financial assets or financial liabilities within IAS 32. Consistent with the prospective initial application of IFRS 13, the amendment must be applied prospectively from the beginning of the annual period in which IFRS was initially applied.

IAS 40, Investment Property   Interrelationship between IFRS 3 and IAS 40  

IAS 40 was amended to clarify that this standard and IFRS 3 Business Combinations are not mutually exclusive and application of both standards may be required. Consequently, an entity acquiring investment property must determine whether (a) the property meets the definition of investment property in IAS 40, and (b) the transaction meets the definition of a business combination under IFRS 3. The amendment applies prospectively for acquisitions of investment property in periods commencing on or after July 1, 2014. An entity is only permitted to adopt the amendments early and/or restate prior periods if the information to do so is available.

Management is still in the process of evaluating the potential impact of these amendments.

IFRIC 21, Levies

On May 20, 2013, the IASB published the IFRIC 21, Levies. The new interpretation provides guidance on when to recognize a liability for a levy imposed by a government, both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain.

This interpretation defines a levy as “a resource outflow involving future economic benefits that are imposed by governments on entities in accordance with the law”. Taxes within the scope of IAS 12 Income Taxes are excluded from the scope as well as fines and penalties. The payments to governments for services or the acquisition of an asset under a

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

contractual arrangement are also excluded. That is, the tax should be a non-reciprocal transfer to a government when the tax paying entity does not receive goods or services in return. For the purpose of interpretation, a “government” is defined in accordance with IAS 20 Accounting for Government Grants and Disclosures of Government Assistance. When an entity acts as an agent of a government to collect a tax, the cash flows received from the agency are outside the scope of this interpretation. This interpretation identifies the event which gives rise to the obligation to recognize a liability, which is the payment of tax in accordance with the relevant legislation.

IFRIC 21 provides the following guidance on recognition of a liability to pay levies: (i) the liability is recognized progressively if the obligating event occurs over a period of time; (ii) if an obligation is triggered on reaching a minimum threshold, the liability is recognised when that minimum threshold is reached. The interpretation is applicable retrospectively for annual periods beginnings on or after January 1, 2014.

Management is still in the process of evaluating the potential impact of these amendments.

 

ff)

Convenience translation to U.S. dollars

The Bank maintains its accounting records and prepares its consolidated financial statements in Chilean pesos. The U.S. dollar amounts disclosed in the accompanying financial statements are presented solely for the convenience of the reader at the December 31, 2013 closing exchange rate of Ch$526.41 per US$1.00. This translation should not be construed as representing that the Chilean peso amounts actually represent or have been, or could be, converted into U.S. dollars at such a rate or at any other rate.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 2 -    ACCOUNTING CHANGES AND ADJUSTMENT MEASUREMENT PERIOD IFRS 3

Management has determined the effect of the retrospective application as well as the effect of the finalization of the fair values of the assets acquired and liabilities assumed and non-controlling interest in the CorpBanca Colombia acquisition were not material as of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013.

 

A. ACCOUNTING CHANGES

IAS 19 Employee Benefits (as revised in 2011)

In the current year, the Entity has applied IAS 19 Employee Benefits (as revised in 2011) and the related consequential amendments for the first time.

IAS 19 (as revised in 2011) changes the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of IAS 19 and accelerate the recognition of past service costs. All actuarial gains and losses are recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the consolidated statement of financial position to reflect the full value of the plan deficit or surplus. Furthermore, the interest cost and expected return on plan assets used in the previous version of IAS 19 are replaced with a ‘net interest’ amount under IAS 19 (as revised in 2011), which is calculated by applying the discount rate to the net defined benefit liability or asset. These changes have had an impact on the amounts recognised in profit or loss and other comprehensive income in prior years (see the tables below for details). Previously, as permitted by the corridor approach, all actuarial gain and losses had been recorded in the defined benefit obligation.

Specific transitional provisions are applicable to first-time application of IAS 19 (as revised in 2011). The Entity has applied the relevant transitional provisions and restated the comparative amounts on a retrospective basis (see the tables below for details). The transition provisions only apply to the Colombian long term, defined benefit plan and therefore are only applicable since the date of acquisition of CorpBanca Colombia, May 29, 2012, where the Colombian pension plan amounts are recorded. The effect on the 2012 Consolidated Statements of Cash Flows is not material.

 

a.

Impact on other comprehensive income for the year

 

           12.31.2012        
     MCh$  

Items that will not be reclassified subsequently to profit or loss:

  

Increase (decrease) in remeasurement of defined benefit obligation

     10,301     

Increase (decrease) in income tax relating to items of other comprehensive income

     (3,440)    
  

 

 

 

Increase (decrease) in other comprehensive income for the year

     6,861     
  

 

 

 

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b.

Impact on assets, liabilities and equity as at 31 December 2012 of the application of the above new and revised Standards

 

      Previously reported              Restated  
     12.31.2012

 

     IAS 19
  Adjustments  
       12.31.2012  

 

 
ASSETS    MCh$      MCh$      MCh$  

Deferred income taxes

     37.144          3.440           40.584    
  

 

 

    

 

 

    

 

 

 

TOTAL ASSETS

     37.144          3.440          40.584    
  

 

 

    

 

 

    

 

 

 

LIABILITIES

        

Provisions

     125.939          10.301          136.240    
  

 

 

    

 

 

    

 

 

 

TOTAL LIABILITIES

     125.939          10.301          136.240    
  

 

 

    

 

 

    

 

 

 

SHAREHOLDERS’ EQUITY

        

Accumulated other comprehensive income

     (31.881)          (6.861)          (38.742)    
        
  

 

 

    

 

 

    

 

 

 

TOTAL SHAREHOLDERS’ EQUITY

     (31.881)          (6.861)          (38.742)    
  

 

 

    

 

 

    

 

 

 

 

B.

ADJUSTMENT MEASUREMENT PERIOD IFRS 3

The initial accounting for the business combination by CorpBanca Colombia and subsidiaries (see note 12) was incomplete at the end of the accounting period in which the combination occurred (December 31, 2012), therefore, the acquirer (CorpBanca Chile) reported in its consolidated financial statements provisional amounts for the items for which the accounting was incomplete. During the measurement period, the acquirer retrospectively adjusted the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed at the date of acquisition and that, had they been known, would have affected the measurement of the amounts recognized at that date. During the measurement the acquirer also recognized additional assets or liabilities, where applicable, as new information obtained about facts and circumstances that existed at the date of acquisition and which, had they been known, would have resulted in the recognition of those assets and liabilities that date. The measurement period did not exceed one year from the date of acquisition (in our case May 29, 2013). There was no impact on the 2012 Consolidated Statements of Income.

 

a)

Adjustment to December 31, 2012 statement of financial position

 

            12.31.2012    
          MCh$  
     Notes       

Total net identifiable assets at fair value

   21      4.607     

Intangible assets arising in acquisition

   13      (5.831)    

Contingent liabilities arising in acquisition

   21      56     

Deferred taxes arising in acquisition

   15      2.961     
     

 

 

 

Goodwill arising in acquisition

   13      13.455     

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b)

Impact on assets, liabilities and equity as at 31 December 2012

 

    

Previously reported

   IFRS 3      Restated  
            12.31.2012               Adjustments          12.31.2012    
          MCh$           MCh$      MCh$  

ASSETS

              

Intangible assets

        481.682             7.624           489.306    
     

 

 

       

 

 

    

 

 

 

TOTAL ASSETS

        481.682             7.624          489.306    
     

 

 

       

 

 

    

 

 

 

LIABILITIES

              

Deferred income taxes

        117.753             2.961          120.714    

Other liabilities

        75.205             4.663          79.868    
     

 

 

       

 

 

    

 

 

 

TOTAL LIABILITIES

        192.958             7.624          200.582    
     

 

 

       

 

 

    

 

 

 

 

C.

SUMMARY IMPACT ON ASSETS, LIABILITIES AND EQUITY AS AT 31 DECEMBER 2012.

 

     Previously reported      IFRS 3      IAS 19      Restated  
     12.31.2012        Adjustments         Adjustments         12.31.2012    
ASSETS    MCh$      MCh$      MCh$      MCh$  

Intangible assets

     481.682          7.624          -         489.306   

Deferred income taxes

     37.144          -           3.440          40.584   
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL ASSETS

     518.826          7.624          3.440         529.890   
  

 

 

    

 

 

    

 

 

    

 

 

 

LIABILITIES

           

Deferred income taxes

     117.753          2.961          -         120.714   

Provisions

     125.939          -           10.301         136.240   

Other liabilities

     75.205          4.663          -         79.868   
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL LIABILITIES

     318.897          7.624          10.301         336.822   
  

 

 

    

 

 

    

 

 

    

 

 

 

SHAREHOLDERS’ EQUITY

           

Accumulated other comprehensive income

     (31.881)          -           (6.861)         (38.742)   
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL SHAREHOLDERS’ EQUITY

     (31.881)          -           (6.861)         (38.742)   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 3 -    RELEVANT EVENTS

As of December 31, 2013, the following relevant events affecting the operations of the Bank and its subsidiaries or the consolidated financial statements have occurred:

 

 

CORPBANCA

 

 

a.

Capital Increase

 

   

At an Extraordinary Meeting of the Board of Corpbanca held on January 15, 2013, the Board agreed to publicly communicate, as a material event, the agreement adopted in the meeting, in exercising the authority delegated to it in the Extraordinary General Shareholders’ Meetings held November 6, 2012. That agreement set at Ch$6.25 (six point two five Chilean pesos) the price of each of the 47,000,000,000 common shares with no par value that was offered preferentially to shareholders and charged to the capital increase agreed upon in the aforementioned shareholders’ meeting.

Record is left that, as disclosed by public notice on January 4, 2013, in the newspaper La Tercera, the preferential option period will lasted 30 days from January 16, 2013 to February 14, 2013.

 

   

On January 16, 2013, Corpbanca disclosed that the 30 day preferential option period had begun for placing the 47,000,000,000 common shares with no par value at a price of Ch$6.25 per share. The period will last from January 16, 2013 to February 14, 2013.

 

   

On the same date, the Bank received notice from the shareholders Corpgroup Banking S.A., Compañía Inmobiliaria de Inversiones Saga Limitada and RCC Private Investment Fund by which they irrevocably waived their right to the preferential option to subscribe the 10,466,310,111 shares which they were entitled to subscribe to as part of the issuance of 47,000,000,000 shares in conformity with the capital increase agreed upon in the Extraordinary Shareholders’ Meeting held November 6, 2012, which were registered under No. 8/2012 in the SBIF Securities Registry.

 

   

On January 16, 2013, the Bank placed 12,015,233,260 shares through an auction on the Santiago Stock Exchange.

 

   

On February 7, 2013, IFC International Finance Corp, IFC Capitalization Fund, L.P, and IFC African, Latin America and Caribbean Fund, LP, all organizations belonging to the World Bank Group, subscribed and paid for a total of 16,998,586,200 shares issued by Corpbanca, as part of the aforementioned capital increase, for a total of MCh$ 106.241, making those entities shareholders of the Bank.

 

   

In summary, a total of 47,000,000,000 subscribed and paid shares were placed.

 

b.

Profit Distribution

In a meeting of the Board of Directors of Corpbanca held February 15, 2013, the board agreed to publicly communicate, as material events, the following matters:

The Board agreed to convene an Ordinary General Shareholders’ Meeting on March 7, 2013, in order to conduct routine business, as well as, among other items, approve the financial statements and approve the Board’s proposal to distribute MCh$ 60,040 in earnings, representing 50% of 2012 profit for the year, which translates into a dividend of Ch$0.1764023878 per share to be distributed among all shares issued by the Bank. On March 7, 2013, in an Ordinary General Shareholders’ Meeting, shareholders agreed to distribute MCh$ 60,040 in earnings, representing 50% of profit for the year. The remaining 50% was left as retained earnings.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

c.

Issuance of Bank Bonds

On January 15, 2013, the Bank announced that it had placed five-year bonds on international markets totaling MUS$ 800, with payment due at maturity and interest payments of 3.125% per annum payable semi-annually in July and January of each year.

The bonds were registered with the Securities and Exchange Commission (“SEC”) in accordance with the U.S. Securities Act of 1933.

The Bank agreed to place the bonds with a return of 3.24% per year, equivalent to a spread of 245 annual basis points over the five-year US Treasury Rate.

As declared in the prospectus registered with the SEC, the net amount from the placement will be used by the Bank to increase loans in the market and finance other general corporate objectives.

 

d.

Exchanging Loans for Bonds – La Polar S.A.

In July 2013, Corpbanca decided to accept the “Loan Instrumentalization Option” proposed by La Polar S.A., which established a procedure for creditors to exchange senior and junior debt for Series F (senior) and Series G (junior) bonds. The book value of the loans as of the date of exchange was MCh$ 2,459, generating a gain on the Consolidated Statement of Income for the period of MCh$ 271. The financial instruments received as a result of the exchange were classified as available-for-sale investments in the Consolidated Statement of Financial Position.

 

e.

Acquisition of Helm Bank and Subsidiaries

 

   

In an Extraordinary Shareholders’ Meeting of Banco Corpbanca Colombia S.A. held on December 20, 2012, shareholders agreed to increase that bank’s capital. In accordance with the shareholder regulations approved by the Colombian Financial Superintendency on July 18, 2013, the placement of 343,894,143 common shares was authorized, equivalent to MUS$ 1,037.

 

   

On that date, as part of the capital increase mentioned above and in accordance with authorizations from the SBIF and Chilean Central Bank, Corpbanca has subscribed in and paid for 117,341,839 shares, equivalent to MUS$ 354 and Inversiones Corp Group Interhold Limitada has subscribed to and paid in 62,520,730 shares, equivalent to MUS$ 189.

 

   

Having complied with the requirements established in the authorizations from the SBIF on May 24, 2013, the Chilean Central Bank on July 4, 2013, the Colombian Financial Superintendency on July 22, 2013, the Panamanian Superintendency of Banks on February 6, 2013, the Panamanian Superintendency of Securities Markets on June 28, 2013 and the Cayman Island Monetary Authority – CIMA on July 29, 2013 approved Banco Corpbanca Colombia S.A. to acquire, in two phases, up to 100% of Helm Bank S.A. including its subsidiaries in Colombia, Helm Comisionista de Bolsa S.A. and Helm Fiduciaria S.A.; in Panama, Helm Bank S.A. (Panamá) and Helm Casa de Valores S.A. (Panamá) and in the Cayman Islands, Helm Bank S.A. ( I. Cayman), and for Corpbanca (Chile) to acquire 80% of Helm Corredor de Seguros S.A. The following has taken place:

 

  a)

In the first phase, Banco Corpbanca Colombia S.A. acquired 2,387,387,295 common shares of Helm Bank S.A., which represent 58.89% of the total common shares of that bank and, therefore, took control of the bank and its subsidiaries, Helm Comisionista de Bolsa S.A., Helm Fiduciaria S.A., (Panamá), Helm Casa Valores S.A. ( Panamá), Helm Casa de Valores S.A.(Panamá) and Helm Bank S.A. (I. Cayman).

In a second phase, Banco Corpbanca Colombia S.A. acquired from the controllers of Helm Bank S.A. the remaining shares held by its current controllers for MUS$ 473,840.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

  b)

Corpbanca (Chile) acquired 19,194 shares of Helm Corredor de Seguros S.A., which represents 80% of its share capital for a price of MUS$ 18.

 

   

In accordance with the aforementioned regulatory authorizations, the purpose of this acquisition was to merge Banco Corpbanca Colombia S.A. and Helm Bank S.A. once the second phase was completed, giving the Bank 100% of the share capital of Helm Bank S.A.

 

f.

Sale of Branches

On October 8, 2013, in a private sale of 31 real estate properties owned by Corpbanca where its branches operated, those properties were awarded to Sociedad Inmobiliaria Descubrimiento S.A., a subsidiary of the Independencia Rentas Inmobiliarias Investment Fund. By virtue of this transaction, the properties were sold for 1,811,000 UF (MCh$42,213) and leased back to the same Bank for a period of 15 years. (See more information in Note 14, letter b)).

 

 

CORPBANCA ADMINISTRADORA GENERAL DE FONDOS S.A.

 

 

a.

Profit Distribution

At the Twenty-Eighth Ordinary General Shareholders’ Meeting held April 5, 2013, the Chairman proposed to shareholders that all profits for the year ended 2012, totaling MCh$ 2,181, be distributed as dividends. The proposal was unanimously approved by those shareholders present, agreeing to authorize the Board of Directors to decide when these dividends will be paid during 2013.

On December 27, 2013, the dividends corresponding to the distribution of profits for the year 2012 were paid, totaling MCh$ 2,181, as agreed in the Twenty-Eighth Ordinary General Shareholders’ Meeting held April 5, 2013.

 

 

CORPBANCA CORREDORES DE BOLSA S.A.

 

 

a.

Distribution of Profits and Capital Reduction

 

   

On January 7, 2013, shareholders began to be paid for the capital reduction of MCh$36,285 agreed by shareholders at the Seventeenth Extraordinary General Shareholders’ Meeting held September 26, 2012. This did not result in changes to the proportion of each shareholder’s ownership interest.

 

   

In the Twentieth Ordinary General Shareholders’ Meeting held April 25, 2013, shareholders unanimously agreed to distribute profits for the year ended December 31, 2012, totaling MCh$ 6,011, and agreed to authorize the Board of Directors to determine the date these dividends will be paid to shareholders. In any case, this payment should take place during 2013. These dividends were paid on December 27, 2013.

 

b.

Sanctions and Warnings

 

   

In a letter dated April 4, 2013, the company was notified of a ruling dated March 28, 2013 from the Best Practices Committee of the Santiago Stock Exchange to initiate sanction proceedings against the company for non-fraudulent violation of section B, point 4.1.6 of the Brokers’ Rights and Obligations Manual and article 60, letter i) of the Securities Market Law.

 

   

In a letter dated October 9, 2013, the Company was notified of a ruling dated October 4, 2013 from the Best Practices Committee of the Santiago Stock Exchange to initiate sanction proceedings against Corpbanca Corredores de Bolsa S.A. for 300 UF for fraudulent violation of section B, point 4.1.6 of the Brokers’ Rights and Obligations Manual.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

 

CORPBANCA CORREDORES DE SEGUROS S.A.

 

 

a.

Profit Distribution

At the Sixteenth Ordinary General Shareholders’ Meeting held March 8, 2013, shareholders agreed to distribute MCh$ 5,764 in profits for the year 2012, to be prorated among shareholders based on their ownership interests.

 

b.

Capital Increase

At the Extraordinary General Shareholders’ Meeting held on March 8, 2013, shareholders agreed to increase capital by MCh$ 5,764, by issuing 295,428,604 single-series shares with no par value, which were placed at a price of Ch$ 19.510 each and fully subscribed and paid in April 2013. Shareholdings remained the same.

 

 

SMU CORP S.A.

 

 

 

Capital Increase

At the Extraordinary General Shareholders’ Meeting held on March 12, 2013, shareholders agreed to increase capital from MCh$ 16,000, divided into 20,000 single-series shares with no par value, fully subscribed to and paid in to MCh$ 19,040, divided into 23,800 shares.

This capital increase of MCh$ 3,040 will take place by issuing 3,800 shares with the same characteristics as the existing shares (i.e. nominative, common, single-series with no par value), which will be subscribed to and paid in over a period of two years from the date of this meeting as required by business needs.

The aforementioned amendments to the by-laws were recorded in public deed dated March 26, 2013, granted before Santiago Notary Public José Musalem Saffie; an abstract was published in Edition No. 40,535 of the Official Gazette on April 16, 2013 and registered on Page 27,218, No. 18,072 of 2013 in the Santiago Commerce Registry.

On July 31, 2013, Corpbanca paid for 88 shares, equivalent to MCh$ 70.4, as part of the capital increase agreed upon at the Extraordinary General Shareholders’ Meeting held March 12, 2013, which was recorded in public deed on March 26, 2013, granted before Santiago Notary Public José Musalem Saffie.

On August 30, 2013, Corpbanca paid for 412 shares, equivalent to MCh$ 329.6, as part of the capital increase agreed upon at the Extraordinary General Shareholders’ Meeting held March 12, 2013, which was recorded in public deed on March 26, 2013, granted before Santiago Notary Public José Musalem Saffie.

On September 30, 2013, SMU S.A. paid for 480 shares, equivalent to MCh$ 384, as part of the capital increase agreed upon at the Extraordinary General Shareholders’ Meeting held March 12, 2013, which was recorded in public deed on March 26, 2013, granted before Santiago Notary Public José Musalem Saffie.

On October 30, 2013, Corpbanca paid for 172 shares, equivalent to MCh$ 139, and SMU S.A. paid for 480 shares, equivalent to MCh$ 131, as part of the capital increase agreed upon at the Extraordinary General Shareholders’ Meeting held March 12, 2013, which was recorded in public deed on March 26, 2013, granted before Santiago Notary Public José Musalem Saffie.

On November 29, 2013, Corpbanca paid for 172 shares, equivalent to MCh$ 148, and SMU S.A. paid for 178 shares, equivalent to MCh$ 142, as part of the capital increase agreed upon at the Extraordinary General Shareholders’ Meeting held March 12, 2013, which was recorded in public deed on March 26, 2013, granted before Santiago Notary Public José Musalem Saffie.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

On December 30, 2013, Corpbanca paid for 167 shares, equivalent to MCh$ 134, and SMU S.A. paid for 178 shares, equivalent to MCh$ 130, as part of the capital increase agreed upon at the Extraordinary General Shareholders’ Meeting held March 12, 2013, which was recorded in public deed on March 26, 2013, granted before Santiago Notary Public José Musalem Saffie.

 

 

BANCO CORPBANCA COLOMBIA S.A.

 

 

a.

Bond Issuance/Indebtedness

On February 7, 2013, two lines of subordinate bonds were placed in the Colombian market. This transaction raised funds totaling MCOP$250,000 (MCh$ 65,925) that will enable the bank to strengthen its capital base. The issuance involved fifteen-year bonds for MCOP$146,000 (MCh$ 38,500) placed at a rate of CPI+4%, and ten-year bonds for MCOP$104,000 (MCh$ 27,425), placed at a rate of CPI + 3.89%.

 

b.

Profit Distribution

In March 2013, shareholders of the companies within the Corpbanca Colombia Group met and agreed to distribute profits as follows3:

 

CorpBanca Investment Trust Colombia S.A.  

 

 
     MCOP$           MCh$        

Profit for the period

       9,818         2,589    

Release of fiscal reserve

       391         103    
 

 

 

Total available to shareholders

       10,209         2,692    

Reserve for fiscal returns on portfolio

       467         123    

Dividend payment for 7,510,522 common shares in circulation with a charge to the fiscal reserve established for profits for the year 2009 of COP$38.29 per share, payable in cash to shareholders registered as of April 1, 2013 for a total of MCOP$ 288 and to increase the legal reserve MCOP$ 9,455, of which Banco Corpbanca Colombia received MCOP$ 272. Corpbanca Chile received M$COP16.

 

Banco CorpBanca Colombia S.A.  

 

 
     MCOP$           MCh$        

Profit for the period

       136,414         35,972   

Legal reserve

       136,414         35,972   
 

 

 

Total available to shareholders

       -             -       

 

c.

Acquisition of Helm Bank and Subsidiaries

On August 6, 2013, Banco Corpbanca Colombia S.A. paid the sum of MCOP$1,286,023 (MUS$ 682,878) to several seller shareholders of Helm Bank S.A., attaining an ownership interest of 51.60% of the total shares issued and in circulation (including common shares, preferential dividend shares and non-voting shares), which is equivalent to 58.89% of the total common shares of that entity, and thus attaining an indirect interest in Helm Fiduciaria S.A., Helm Comisionista de Bolsa S.A.—financial sector entities established in Colombia; Helm Bank Panamá S.A., Helm Casa de Valores Panamá—financial sector entities established in Panama; and Helm Bank Cayman, giving it control over these companies, as will be recorded in the Mercantile Registry.

 

3 The exchange rate used was Ch$0.2584 per COP$1 as of the transaction date.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

On August 6, 2013, Corpbanca Colombia S.A. increased its subscribed and paid capital by MCOP$ 313,178 through the subscription of shares by Corpbanca and Inversiones CorpGroup Interhold Limitada.

 

SHAREHOLDERS    SHARES            % OWNERSHIP
INTEREST

CorpBanca

   500,275,451    83.88%

Inversiones CorpGroup Interhold Limitada

   93,306,564    15.64%

CG Investment Colombia S.A.

   120    0.00002%

Minority Shareholders

   2,823,155    0.47336

On August 29, the Bank made a second payment of MCOP$ 892,356 (MUS$ 473,840) to several seller shareholders of Helm Bank S.A., attaining an approximate ownership interest of 87.42% of the total shares issued and in circulation (including common shares, preferential dividend shares and non-voting shares), which is equivalent to approximately 99.75% of the total common shares of that entity, and thus attaining an indirect interest in Helm Fiduciaria S.A., Helm Comisionista de Bolsa S.A.—financial sector entities established in Colombia; Helm Bank Panamá S.A., Helm Casa de Valores Panamá—financial sector entities established in Panama; and Helm Bank Cayman, giving it control over these companies, as will be recorded in the Mercantile Registry (see Note 38 Subsequent Events for more information).

On that same date, Banco Corpbanca Colombia S.A. increased its subscribed and paid capital by MCOP$ 82,527 through the subscription of new shares by third parties. The table below details the new shareholder breakdown:

 

SHAREHOLDERS     SHARES           % OWNERSHIP  
INTEREST  

CorpBanca

   500,275,451   66.39%

Inversiones CorpGroup Interhold Limitada

   93,306,564   12.39%

Comercial Camacho Gómez S.A.S.

   52,615,595   6.98%

Inversiones Timón

   50,958,825   6.76%

Inversiones Carrón

   43,147,272   5.73%

Minority Shareholders

   13,262,722   1.76%

TOTAL

   753,566,429   100.00%

On September 6, 2013, Banco Corpbanca Colombia S.A. registered its capital increase in the Mercantile Registry, totaling MCOP $395,705, divided into 753,566,429 common shares with a par value of COP $525.11 each.

 

d.

Tax Reform (Law 1607 of December 26, 2012).

Some amendments to the Colombian tax regime for 2013 and subsequent years, introduced by Law 1607 of December 26, 2012, are summarized below:

Income and Complementary Taxes: The rate on taxable income for legal entities was modified to 25% beginning January 1, 2013.

Fair Income Tax (CREE): The “fair income tax” was created starting January 1, 2013. This tax (at a rate of 8%) is calculated based on gross income obtained less non-taxable income, costs, deductions, exempt income and non-recurring gains. For the years 2013, 2014 and 2015, the applicable rate is 9%.

In calculating the basis for the CREE tax, taxable income for the period cannot be offset by tax losses or excess presumptive income from prior periods.

Exoneration of Contributions: Legal entities that file Income and Complementary Taxes are exempt from paying employer contributions to the National Learning Service (SENA) and the Colombian Institute of Family Wellbeing (ICBF) for employees that make, on an individual basis, the equivalent of up to 10 minimum monthly wages. This exemption began once the withholding system was implemented for collecting the CREE fair income tax, which occurred May 1, 2013.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Accounting Standards: Solely for tax purposes, references to accounting standards contained in tax standards will continue in effect for four years following the adoption of IFRS. Consequently, during this period, the tax basis of items included in tax returns will remain unchanged. Likewise, tax treatment requirements for recording special tax situations will expire beginning on the date of application of the new accounting regulations.

Obligation for Corporate Groups to Report Consolidated Financial Statements: No later than June 30, 2013, duly registered economic and/or corporate groups must submit a digital copy of their consolidated financial statements to the National Tax and Customs Administration, together with their respective appendices.

 

e.

Notice of Takeover Bid for Preferential Dividend and Non-Voting Shares of Helm Bank S.A.

Corpbanca Colombia S.A. will present a takeover bid (TOB) for preferential dividend and non-voting shares issued by Helm Bank under the following terms:

 

1.

Permission and authorization. The Board of Directors of Corpbanca Colombia authorized this takeover bid as recorded in minutes No. 3601 on October 28, 2013. The shareholders of Corpbanca Colombia authorize this takeover bid as recorded in minutes No. 179 on November 29, 2013. Corpbanca Colombia received no objections to the acquisition of up to 100% of the common and preferential shares from the Colombian Financial Superintendency (SFC) by means of ruling no. 1370 of July 22, 2013. The voluntary takeover bid will be completed after obtaining the corresponding authorization from the SFC. This authorization was given through communication no. 2013096905-007-000 issued on December 16, 2013. The voluntary takeover bid will be completed after having carried out the required procedures with the Colombian Stock Exchange (BVC). This transaction is not subject to any other authorization or concept of administrative authorization other than those mentioned above.

 

2.

Target of the Offer. The voluntary takeover bid is directed towards all holders of preferential dividend and non-voting shares issued by Helm Bank (hereinafter the Preferential Shares) that, as of the date of acceptance of the TOB, are considered holders of such shares and can freely dispose of the Preferential Shares. Helm Bank has only registered its Preferential Shares in the Securities and Issuers Regulations (hereinafter RNVE) and, therefore, the target of the takeover bid will be all shareholders of preferential shares, in accordance with the registry book of Helm Bank.

 

3.

Minimum and maximum number of shares subject to TOB. The number of Preferential Shares that the Buyer wishes to acquire in the voluntary TOB is a minimum of one Preferential Share, which is equivalent to 0.0000002% of the outstanding subscribed Preferential Shares and a maximum of 571,749,928 Preferential Shares, which is equivalent to 100% of the total outstanding subscribed Preferential Shares.

 

4.

Shareholders of Helm Bank. Corpbanca Colombia currently owns 4,043,966,379 common shares, equivalent to 87.42% of the total outstanding subscribed shares of Helm Bank and, as of the date of presentation of the notice of the takeover bid, Corpbanca Colombia did not have any Preferential Shares. (See Note 38 Subsequent Events for more information).

 

5.

Consideration offered and price. The price offered by the buyer for each Preferential Share will be paid in cash in Colombian pesos and is equivalent to COP$ 538.67.

 

6.

Reasons for TOB. On October 30, 2007, Helm Corporation made a statement and a unilateral commitment to the holders of Preferential Shares of Helm Bank that, in the event that Helm Corporation directly or indirectly wished to dispose of control of the financial entity, it must obtain from the third-party buyer the commitment to offer to buy up to one hundred percent (100% of the Preferential Shares). As a result, when Helm Corporation and CorpGroup began negotiating the share purchase agreement for the common shares of Helm Bank, they expressly agreed in that contract that Corpbanca Colombia would initiate a takeover bid for up to 100% of the Preferential Shares. Corpbanca

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

 

Colombia is honoring that commitment and, therefore, offering to buy the Preferential Shares of Helm Bank under the same terms and conditions in which Corpbanca Colombia bought the common shares of Helm Bank from Inversiones Timón S.A.S., Inversiones Carrón S.A.S., Comercial Camacho Gómez S.A.S., Kresge Stock Holdings Company Inc. and other minority shareholders of that class of shares for COP$ 538.67 per share.

 

7.

Term for receiving acceptances to TOB offer. Offers will be accepted from January 9, 2014 to January 22, 2014.

 

8.

Preagreements. As of the date of the TOB, Corpbanca Colombia had not signed any preagreements for the purchase of these Preferential Shares.

 

a.

Other Material Events

 

   

In March 2013, Ruling No. 050 from November 30, 2012 took effect, making it mandatory for entities supervised by the Colombian Financial Superintendency to value their investments using information provided by price suppliers.

 

   

On July 22, 2013, via Resolution No. 1370, Mr. Jaime Herrera Rodriguez, in his role as Legal Representative of Banco Corpbanca Colombia S.A. was notified that there were no objections to the acquisition of Helm Bank S.A.

 

   

As established by law, on September 7, an agreement was reached between the Bank and the majority unions, leading to a collective bargaining agreement that will be in effect for two years from September 1, 2013 to August 31, 2015.

 

   

In August 2013, there was a change in the legal representative of the bondholders of bonds issued by the Bank to Fiducia Fiducro S.A.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 4 -     SEGMENT INFORMATION

The reportable segment information is defined by the Bank based on its different business units, which differ primarily in the risks and returns that affect them.

The reportable segments and criteria used to report to the CODM, operating segments in accordance with IFRS 8, Operating Segments. The CODM reviews their segments on the basis of gross operational margin and only uses average balances to evaluate performance and allocate resources.

The Bank’s business activities are primarily conducted in the domestic market and have strategically aligned its operations into four divisions composed of seven reportable segments based on its market segmentation and the needs of its customers and trading partners. The seven reportable segments are Large; Corporate and Real Estate Companies; Companies; Traditional and Private Banking; Lower Income Retail Banking; Treasury and International; Financial Services Offered through Subsidiaries and Colombia. The Bank manages these reportable segments using an internal profitability reporting system.

The Bank has also included entity-wide disclosures on its operations in New York, and those in Colombia through the acquisition of Banco Corpbanca Colombia and its subsidiaries (which also includes the operations of Helm Bank and its subsidiaries and Helm Corredores de Seguros starting from August 2013, see Note 12), as detailed above.

Descriptions of each reportable segment are as follows:

Commercial Banking

 

 

Large, Corporate, and Real Estate Companies Reportable Segment includes companies that belong to the major economic groups, specific industries, and companies with sales over US$60 million; this reportable segment also includes real estate companies and financial institutions.

 

 

Companies Reportable Segment - includes a full range of financial products and services to companies with sales under US$60 million. Leasing and factoring is included in this reportable segment.

Retail Banking

 

 

Traditional and Private Banking Reportable Segment - offers, among other products, checking accounts, consumer loans, credit cards and mortgage loans to middle and upper income customers.

 

 

Lower Income Retail Banking Reportable Segment - offers, among other products, consumer loans, credit cards and mortgage loans to the traditionally underserved low-to-middle income customers.

Treasury and International

 

 

Primarily includes our treasury activities such as financial management, funding and liquidity as well as our international business.

Financial Services Offered through Subsidiaries

 

 

These are services performed by our subsidiaries which include insurance brokerage, financial advisory services, asset management and securities brokerage.

Colombia

This comprises the business operations of Corpbanca Colombia and its subsidiaries in that country. The main business carried out in Colombia comes from individuals and small and medium-size entity Banking, Banking and Treasury businesses and institutions; and services.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The commercial activities of this segment are carried out by the following entities:

 

  a)

Banco Corpbanca Colombia and Subsidiaries.

 

  b)

Helm Bank and Subsidiaries (including Helm Corredores de Seguros).

These represent the operations and business carried out by these entities in that country, primarily related directly to the needs of their customers and the Bank’s strategy, grouped as follows: Commercial Banking, Retail Banking, Treasury Operations and International Business or Operations. They offer additional products and other financial services through their different subsidiaries in order to provide comprehensive service to their current and potential customers.

This segment is determined by the Bank on the basis of its separate business units, which are differentiated mainly by the risks and returns that affect them. Colombia has been identified as a separate operating segment based on the business activities described above. Its operating results are reviewed regularly by the entity’s highest decision-making authority for operating decisions as one single cash generating unit, to decide about resource allocation for the segment and evaluate its performance, and discrete financial information is available for it.

 

1.

Entity-Wide disclosure

Corpbanca reports revenue by segment from external customers that is:

 

  (i)

based on the customer’s country of domicile and

 

  (ii)

attributed, to all foreign countries in total from which the entity derives revenues.

When revenue from external customers attributed to a particular foreign country is significant, it is disclosed separately.

Colombia has been identified as a separate operating segment based on the business activities described above; that their operating results are regularly reviewed by the CODM which results form the basis for decisions about allocated resources and assessments of performance; and discrete financial informationis available.

Entity-Wide disclosure

The revenue from external customers (revenues are attributed to countries on the basis of the customer´s location) that come from these three geographic areas are the following4:

 

           Revenue from external customers      

 

 
     2011      2012      2013  
     MCh$      MCh$      MCh$  

CorpBanca Chile

     188,136         182,218         253,889    
  

 

 

 

Revenues attributed to Chile

     188,136         182,218         253,889    
  

 

 

 

CorpBanca Colombia

     -            66,288         196,324    

CorpBanca Nueva York

     4,864         8,370         7,477    
  

 

 

 

Revenues attributed to foreign countries

     4,864         74,658         203,801    
  

 

 

 
        
  

 

 

 

Total revenues from external customers

     193,000         256,876         457,690    
  

 

 

 

 

4 This segment includes investments in Helm Bank Caymán S.A, Helm Bank (Panamá) S.A., and Helm Casa de Valores (Panamá).

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Non current assets and others that correspond to the three geographic areas are the following:

 

          Chile      Colombia      New York      31.12.2013      Chile      Colombia      New York      31.12.2012  
     

 

 

    

 

 

 
     Note    MCh$      MCh$      MCh$      MCh$      MCh$      MCh$      MCh$      MCh$  

Cash and deposits in banks

   5      188,528         597,197         125,363         911,088         349,940         170,278         10         520,228    

Cash in the process of collection

   5      112,028         727         -         112,755         123,162         614         1         123,777    

Investment in other companies

   12      8,409         7,056         -         15,465         3,583         2,210         -         5,793    

Intangible assets (*)

   13      481,232         355,596         94         836,922         465,853         23,329         124         489,306    

Property, plant and equipment, net

   14      36,309         61,311         622         98,242         55,640         9,347         99         65,086    

Current taxes

   15      -         -                -         -         -         -         -           

Deferred income taxes

   15      34,228         53,650         1,340         89,218         31,475         8,650         459         40,584    

Other assets

   16      246,329         45,959         830         293,118         133,185         16,036         682         149,903    
              

 

 

             

 

 

 
                 2,356,808                  1,394,677    
              

 

 

             

 

 

 

The accounting policies of the reportable segments are the same as those described in the summary of accounting policies. The Bank earns most of its income in the form of interest income, fee and commission income and income from financial operations.

(*) This includes goodwill generated in business combinations by operations in Colombia (Colombia segment) totaling MCh$ 411,992 (MCh$ 214,540 in 2012). For more information, see Notes 12 and 13 to these consolidated financial statements.

Hence, this disclosure furnishes information on how the Bank is managed as of December 31, 2012 and 2013.

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

a)

Income statement:(note that “Gross operational margin” as the selected measure of segment profit or loss is reconciled within the table to “Income before taxes” as required under IFRS 8):

 

    For the Year Ending Decembre 31, 2011  
    Business Banking     Retail Banking                          
   

 

Large,
Corporate

and Real
Estate

 Companies 

   

Companies

 

   

  Traditional  
and

Private
Banking

 

   

Lower

Income
Retail

  Banking  

 

   

Treasury

and

International

   

Non-banking

Financial

Services

    Colombia     Total  
 

 

 

 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  

Net Interest income

    39.200        48.382         52.815        17.719         18.975        15.909        -            193.000    

Net services fees income

    18.862        11.215         22.316        4.182         (408     4.195        -            60.362    

Trading and investment income, net

    (4.893     -             3.703        -             89.078        9.857        -            97.745    

Foreign exchange gains (losses), net

    16.668        4.961         272        -             (52.302     3.618        -            (26.783)   

Other operating income

    -            3.049         -            -             -            6.458        -            9.507    

Provision for loan losses

    (12.699     (6.625)        (14.660     (6.756)        -            (14     -            (40.754)   
 

 

 

   

 

 

   

 

 

 

Gross Operational Margin

    57.138        60.982         64.446        15.145         55.343        40.023        -            293.077    
 

 

 

   

 

 

   

 

 

 

Other income and expenses

    3.405        429         24        -             -            (3.608     -            250    

Total Operating Expenses

    (16.549     (26.432)        (50.144     (18.194)        (11.604     (29.783     -            (152.706)   

Income before taxes

    43.994        34.979         14.326        (3.049)        43.739        6.632        -            140.621    
 

 

 

   

 

 

   

 

 

 

Average Loans

    2.798.129        1.212.146         1.616.774        124.211         82.748        138        -            5.834.146    

Average Investments

    -            -             -            -             749.467        -            -            749.467    
    For the Year Ending Decembre 31, 2012  
    Business Banking     Retail Banking                          
   

 

Large,
Corporate

and Real
Estate

 Companies 

   

Companies

 

   

  Traditional  
and

Private

Banking

 

   

Lower

Income
Retail

 Banking 

 

   

Treasury

and

International

   

Non-banking

Financial

Services

    Colombia     Total  
 

 

 

 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  

Net Interest income

    41.751        56.120         56.972        18.664         3.010        14.071        66.288        256.876    

Net services fees income

    21.802        13.052         21.693        6.517         (237     4.923        17.894        85.644    

Trading and investment income, net

    1.525        -             3.650        -             19.316        9.624        20.879        54.994    

Foreign exchange gains (losses), net

    13.579        5.537         679        -             9.791        (1.000     2.110        30.696    

Other operating income

    -            2.461         726        -             -            5.388        10.133        18.708    

Provision for loan losses

    (2.146     (14.567)        (6.915     (7.724)        -            558        (20.781     (51.575)   
 

 

 

   

 

 

 

Gross Operational Margin

    76.511        62.603         76.805        17.457         31.880        33.564        96.523        395.343    
 

 

 

   

 

 

   

 

 

 

Other income and expenses

    7.899        31         (685     -             -            (6.531     (347     367    

Total Operating Expenses

    (19.276     (28.935)        (60.511     (18.870)        (14.513     (47.680     (63.859     (253.644)   

Income before taxes

    65.134        33.699         15.609        (1.413)        17.367        (20.647     32.317        142.066    
 

 

 

   

 

 

   

 

 

 

Average Loans

    3.867.956        1.522.997         2.027.349        135.115         79.655        134        1.792.586        9.425.792    

Average Investments

    -            -             -            -             837.858        -            187.386        1.025.244    

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

    For the Year Ending Decembre 31, 2013  
    Commercial Banking     Retail Banking                          
   

 

Large,
Corporate

and Real
Estate

 Companies 

   

Companies

 

   

  Traditional  
and

Private

Banking

 

   

Lower

Income
Retail

 Banking 

 

   

Treasury

and

International

   

Non-banking

Financial

Services

    Colombia     Total  
 

 

 

 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  

Net Interest income

    50,436        69,128         65,535        22,126         21,612        32,529        196,324        457,690    

Net services fees income

    36,701        14,390         21,413        8,976         (442     (8,033     44,972        117,977    

Trading and investment income, net

    (1,658     -             3,294        -             48,851        8,681        42,119        101,287    

Foreign exchange gains (losses), net

    14,153        5,988         389               (50,115     1,778        13,899        (13,906)   

Other operating income

    -            2,450         -            -             -            29,413        7,795        39,658    

Provision for loan losses

    (20,544     (21,240)        (8,099     (6,238)        -            903        (46,854     (102,072)   
 

 

 

   

 

 

   

 

 

 

Gross Operational Margin

    79,088        70,716         82,532        24,866         19,906        65,271        258,255        600,634    
 

 

 

   

 

 

   

 

 

 

Other income and expenses

    -            -             -            -             -            493        748        1,241    

Total Operating Expenses

    (15,926     (28,450)        (63,247     (17,358)        (11,744     (52,445     (172,975     (362,145)   

Income before taxes

    63,162        42,266         19,285        7,508         8,162        13,319        86,028        239,730    
 

 

 

 

Average Loans

    3,843,701        1,787,761         2,427,743        155,801         63,969        154        3,226,817        11,505,946    

Average Investments

    -            -             -            -             622,551        -            295,079        917,630    

 

b)   Assets and Liabilities

 

      

             
    As of December 31, 2012        
    Business Banking     Retail Banking                          
 

 

 

         
   

 

Large,
Corporate
and Real
Estate
 Companies 

    Companies     Traditional
and Private
Banking
   

Lower
Income
Retail
 Banking 

 

    Treasury
and
International
    Non-banking
Financial
Services
    Colombia     Total  
 

 

 

 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  

Loans:

               

Mortgage

    -            20,475        1,357,486        4,451        30        -            149,533        1,531,975    

Consumer

    93        3,440        309,033        163,708        -            -            600,382        1,076,656    

Commercial

    4,697,614        1,505,174        677,903        112        19,390        -            1,077,216        7,977,409    
 

 

 

 

Loans before provisions

    4,697,707        1,529,089        2,344,422        168,271        19,420        -            1,827,131        10,586,040    

Provisions for loan losses

    (36,279     (33,337     (26,172     (12,887     -            3,409        (4,513     (109,779)   
 

 

 

 

Loans net of allowances (*)

    4,661,428        1,495,752        2,318,250        155,384        19,420        3,409        1,822,618        10,476,261    

Trading portfolio financial assets

    -            -            -            -            55,379        -            104,519        159,898    

Investments under agreements to resell

    -            -            -            -            21,313        -            -            21,313    

Derivative financial instruments

    -            -            -            -            249,261        -            18,766        268,027    

Financial investments available-for-sale

    -            -            -            -            894,085        -            218,350        1,112,435    

Held to maturity investments

    -            -            -            -            22,081        -            82,896        104,977    

Assets unallocated to any reportable segment (**)

    -            -            -            -            -            -            -            1,394,677    
 

 

 

 

Total assets

    4,661,428        1,495,752        2,318,250        155,384        1,261,539        3,409        2,247,149        13,537,588    
 

 

 

 

Current Accounts and demand deposits

    142,563        242,168        169,590        5        578        5,090        279,594        839,588    

Other sight balances

    46,606        35,558        30,190        7,247        8        117,868        35,610        273,087    

Time Deposits and saving accounts

    864,235        548,440        902,002        12,077        3,851,679        -            1,504,242        7,682,675    

Obligations under repurchase agreements

    -            -            -            -            219,599        38,122        -            257,721    

Derivative financial instruments

    -            -            -            -            173,658        -            20,186        193,844    

Borrowings from financial institutions

    -            -            -            -            513,118        255,473        200,930        969,521    

Debt issued

    -            -            -            -            1,809,043        -            77,561        1,886,604    

Liabilities unallocated to any reportable segment (***)

    -            -            -            -            -            -            -            432,882    

Equity

    -            -            -            -            -            -            -            1,001,666    
 

 

 

 

Total liabilities and equity

    1,053,404        826,166        1,101,782        19,329        6,567,683        416,553        2,118,123        13,537,588    
 

 

 

 

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

    As of December 31, 2013  
    Business Banking     Retail Banking                          
 

 

 

         
   

 

Large,
Corporate
and Real
Estate
 Companies 

    Companies     Traditional
and
Private
Banking
   

Lower
Income
Retail
 Banking 

 

    Treasury
and
International
    Non-banking
Financial
Services
    Colombia     Total  
 

 

 

 
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  

Loans:

               

Mortgage

    -            23,890        1,501,540        4,179        30        63        459,274        1,988,976    

Consumer

    34        4,376        337,718        162,813        -            -            1,118,308        1,623,249    

Commercial

    3,331,083        1,662,605        838,625        79        140,568        175        3,530,402        9,503,537    
 

 

 

 

Loans before provisions

    3,331,117        1,690,871        2,677,883        167,071        140,598        238        5,107,984        13,115,762    

Provisions for loan losses

    (20,718     (15,311     (10,789     (5,115     -            1,802        (76,045     (126,176)   
 

 

 

 

Loans net of allowances (*)

    3,310,399        1,675,560        2,667,094        161,956        140,598        2,040        5,031,939        12,989,586    

Trading portfolio financial assets

    -            -            -            -            40,977        -            390,706        431,683    

Investments under agreements to resell

    -            -            -            -            11,660        -            190,005        201,665    

Derivative financial instruments

    -            -            -            -            339,773        -            36,507        376,280    

Financial investments available-for-sale

    -            -            -            -            633,305        -            255,782        889,087    

Held to maturity investments

    -            -            -            -            19,195        -            218,327        237,522    

Assets unallocated to any reportable segment (**)

    -            -            -            -            -            -            -            2,356,808    
 

 

 

 

Total assets

    3,310,399        1,675,560        2,667,094        161,956        1,185,508        2,040        6,123,266        17,482,631    
 

 

 

 

Current Accounts and demand deposits

    188,092        270,671        184,033        4        343        9,524        815,955        1,468,622    

Other sight balances

    77,066        69,656        33,691        7,097        8        118,621        1,676,622        1,982,761    

Time Deposits and saving accounts

    747,873        646,746        985,923        16,360        2,403,459        -            2,537,342        7,337,703    

Obligations under repurchase agreements

    -            -            -            -            74,602        11,388        256,455        342,445    

Derivative financial instruments

    -            -            -            -            261,661        -            19,922        281,583    

Borrowings from financial institutions

    -            -            -            -            839,983        -            433,857        1,273,840    

Debt issued

    -            -            -            -            2,066,648        -            347,909        2,414,557    

Liabilities unallocated to any reportable segment (***)

    -            -            -            -            -            -            -            649,223    

Equity

    -            -            -            -            -            -            -            1,731,897    
 

 

 

 

Total liabilities and equity

    1,013,031        987,073        1,203,647        23,461        5,646,704        139,533        6,088,062        17,482,631    
 

 

 

 

(*) Loans and receivables (bank and customers) net of allowances for loan losses as of December 31, 2012 and 2013.

Year 2013 (note 10 MM$126,039, note 9 MCh$ 137).

Year 2012 (note 10 MM$109,601, note 9 MCh$ 178).

 (**) Assets unallocated to any reportable segment correspond to the following:

 

     Notes          12.31.2012              12.31.2013        
     

 

 

 
 ASSETS           MCh$      MCh$  

 Cash and deposits in banks

     5         520,228         911,088    

 Cash in the process of collection

     5         123,777         112,755    

 Investments in associates

     12         5,793         15,465    

 Intangible assets

     13         489,306         836,922    

 Property, plant and equipment, net

     14         65,086         98,242    

 Current taxes

     15         -           

 Deferred income taxes

     15         40,584         89,218    

 Other assets

     16         149,903         293,118    
        
     

 

 

 
        1,394,677         2,356,808    
     

 

 

 

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

 (***) Liabilities unallocated to any reportable segment correspond to the following:

 

 LIABILITIES    Notes          12.31.2012            12.31.2013        
     

 

 

 
            MCh$      MCh$  

 Cash in the process of collection

     5         68,883         57,352    

 Other financial obligations

     19         18,120         16,807    

 Current income tax provision

     15         9,057         45,158    

 Deferred income taxes

     15         120,714         179,467    

 Provisions

     20         136,240         164,932    

 Other liabilities

     21         79,868         185,507    
        
     

 

 

 
        432,882         649,223    
     

 

 

 

 

F-64


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 5 -    CASH AND CASH EQUIVALENTS

 

a)

Detail of cash and cash equivalents

The detail of the balances included under cash and cash equivalents is as follows:

 

             As of December 31,          
     2012      2013  
     MCh$      MCh$  

Cash and deposits in banks

     

Cash

     127,617         164,628   

Deposits in the Central Bank of Chile

     38,416         39,285   

Deposits in national banks

     6,127         4,666   

Foreign deposits

     348,068         702,509   
  

 

 

    

 

 

 

Subtotal Cash and deposits in banks

     520,228         911,088   
  

 

 

    

 

 

 

Cash in the process of collection, net (5b))

     54,894         55,403   

Highly liquid financial instruments (1)

     138,409         294,260   

Investments under agreements to resell (2)

     19,489         66,725   
  

 

 

    

 

 

 

Total cash and cash equivalents

     733,020         1,327,476   
  

 

 

    

 

 

 

 

(1)

Corresponds to those financial instruments in the trading portfolio and available-for-sale portfolio with maturities that do not exceed three months from their dates of acquisition.

This detail is presented below:

 

              As of December 31,    
     Notes      2012      2013  
            MCh$      MCh$  

Trading Portfolio financial assets

     6              59,477         86,617    

Financial investment Available-for-sale portfolio

     11             78,932         207,643    
     

 

 

 

Highly liquid financial instruments

        138,409         294,260    
     

 

 

 

 

(2)

Corresponds to investments under agreements to resell with maturities that do not exceed three months from their dates of acquisition.

This detail is presented below:

 

              As of December 31,    
     Notes      2012      2013  
            MCh$      MCh$  

Investment under agreement to resell

     7a)           19,489         66,725    

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b)

Cash in the process of collection

Cash in the process of collection is short-term, amounts in transit of collection.

 

         As of December 31,      
     2012      2013  
     MCh$      MCh$  

Assets

     

Outstanding notes from other banks

     48,516         47,737    

Funds receivable

     75,261         65,018    
  

 

 

    

 

 

 

Subtotal assets

     123,777         112,755    
  

 

 

    

 

 

 

Liabilities

     

Funds Payable

     68,883         57,352    
  

 

 

    

 

 

 

Subtotal liabilities

     68,883         57,352    
  

 

 

    

 

 

 

Net items in course of collection

     54,894         55,403    
  

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 6 -      TRADING PORTFOLIO FINANCIAL ASSETS

The detail of the financial instruments classified as trading financial assets is as follows:

 

     As of December 31,  
           2012                 2013        
     MCh$     MCh$  

  Chilean Central Bank and Government securities:

    

  Chilean Central Bank bonds

     2,543        746   

  Chilean - Central Bank notes

     -        -   

  Other Chilean Central Bank and government securities

     -        9,106   

  Other national institution securities:

    

  Bonds

     2,102        -   

  Notes

     28,218        18,582   

  Other Securities

     276        133   

  Foreign Institution Securities:

    

  Bonds

     101,114        326,141   

  Notes

     -        -   

  Other foreign Securities

     3,409        64,443   

  Mutual funds Investments:

    

  Funds managed by related organizations

     6,336        12,495   

  Funds managed by third parties

     15,900        37   
  

 

 

   

 

 

 

  Total

     159,898    (*)      431,683    (*) 
  

 

 

   

 

 

 

As of December 31, 2013, investments purchased under agreement to resell have an average maturity of 4 days (0 days in 2012).

(*) This total includes MCh$86,617 (MCh$59,477 in 2012), included in Note 5 “Cash and cash equivalents”, which corresponds to those financial instruments with maturities that do not exceed three months from their dates of acquisition.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 7-    INVESTMENT AND OBLIGATIONS UNDER REPURCHASE AGREEMENTS

 

a)

The Bank purchases financial instruments agreeing to resell them at a future date. As of December 31, 2012 and 2013 the instruments acquired under agreements to resell are as follows:

 

     As of December 31, 2012  
      Less than three 
months
    More than three
 months and less than 
one year
      More than 
one Year
     Total  
     MCh$     MCh$      MCh$      MCh$  

Government and Chilean Central Bank Securities:

          

Chilean Central Bank Securities

     -                -              -        

Treasury Bonds and Notes

     -             -              -              -        

Other fiscal securities

     -             -              -              -        

Other securities issued locally:

       -              

Other local bank securities

     -                -              -        

Bonds and company business papers

     2,687         -              -              2,687   

Other securities issued locally

     16,802         1,824          -              18,626   

Securities issued abroad:

          

Government and Central Bank securities

     -             -              -              -        

Other Securities issued abroad

     -             -              -              -        

Mutual Funds Investments:

       -              

Funds managed by related companies

     -                -              -        

Funds managed by third parties

     -             -              -              -        
  

 

 

   

 

 

    

 

 

    

 

 

 

Total

     19,489   (*)      1,824          -              21,313   
  

 

 

   

 

 

    

 

 

    

 

 

 
     As of December 31, 2013  
      Less than three 
months
    More than three
 months and less than 
one year
      More than 
one Year
     Total  
     MCh$     MCh$      MCh$      MCh$  

Government and Chilean Central Bank Securities:

          

Chilean Central Bank Securities

     -             -              -              -       

Treasury Bonds and Notes

     -             -              -              -       

Other fiscal securities

     -             -              -              -       

Other securities issued locally:

     -             -              -              -       

Other local bank securities

     -             -              -              -       

Bonds and company business papers

     772         -              -              772   

Other securities issued locally

     9,669         1,219          -              10,888   

Securities issued abroad:

     -             -              -              -       

Government and Central Bank securities

     56,284         -              133,721          190,005   

Other Securities issued abroad

     -             -              -              -       

Mutual Funds Investments:

     -             -              -              -       

Funds managed by related companies

     -             -              -              -       

Funds managed by third parties

     -             -              -              -       
  

 

 

   

 

 

    

 

 

    

 

 

 

Total

     66,725   (*)      1,219          133,721              201,665   
  

 

 

   

 

 

    

 

 

    

 

 

 

(*) This total includes MCh$66,725 (MCh$19,489 in 2012), included in Note 5 “Cash and cash equivalents”, which corresponds to those financial instruments with maturities that do not exceed three months from their dates of acquisition.

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b) The Bank obtains funds by selling financial instruments and committing itself to buy them back at future dates, plus interest at a fixed rate.

As of December 31, 2012 and 2013, obligations under repurchase agreements are the following:

 

     As of December 31, 2012  
    

    Less than    
three

months

    

 

More than three
months and less
than one year

     More
    than one    
Year
     Total  
  

 

 

 
     MCh$      MCh$      MCh$      MCh$  

Government and Chilean Central Bank Securities:

           

Chilean Central Bank Securities

     105,071           -              -                  105,071      

Treasury Bonds and Notes

     28,053           -              -                  28,053      

Other fiscal securities

     -               -              -                  -          

Other securities issued locally:

           

Other local bank securities

     -               -              -                  -          

Bonds and company business papers

     124,597           -              -                  124,597      

Other securities issued locally

     -               -              -                  -          

Securities issued abroad:

           

Government and Central Bank securities

     -               -              -                  -          

Other Securities issued abroad

     -               -              -                  -          

Mutual Funds Investments:

           

Funds managed by related companies

     -               -              -                  -          

Funds managed by third parties

     -               -              -                  -          
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

         257,721           -              -                      257,721      
  

 

 

    

 

 

    

 

 

    

 

 

 
    

 

As of December 31, 2013

 
    

    Less than    
three

months

    

 

More than three
months and less
than one year

     More
    than one    
Year
     Total  
  

 

 

 
     MCh$      MCh$      MCh$      MCh$  

Government and Chilean Central Bank Securities:

           

Chilean Central Bank Securities

     11,628          -             -                 11,628     

Treasury Bonds and Notes

     -              -             -                 -         

Other fiscal securities

     17,405          -             -                 17,405     

Other securities issued locally:

     -              -             -                 -         

Other local bank securities

     56,957          -             -                 56,957     

Bonds and company business papers

     -              -             -                 -         

Other securities issued locally

     -              -             -                 -         

Securities issued abroad:

     -              -             -                 -         

Government and Central Bank securities

     256,455          -             -                 256,455     

Other Securities issued abroad

     -              -             -                 -         

Mutual Funds Investments:

     -              -             -                 -         

Funds managed by related companies

     -              -             -                 -         

Funds managed by third parties

     -              -             -                 -         
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     342,445          -             -                 342,445     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 8 -    DERIVATIVE FINANCIAL INSTRUMENT AND HEDGE ACCOUNTING

A.     As of December 31, 2012 and 2013, the Bank holds the following portfolio of derivative financial instruments:

A.1) Derivatives financial assets

 

     As of December 31, 2012  
     Notional         
      Upto 3 months        3 months to 1 year        Over one year       Fair Value  
     MCh$      MCh$      MCh$      MCh$  

Foreign Currency Forwards

     3,108,044         1,278,090         156,061         58,249   

Interest Rate Swap

     183,175         848,620         2,500,860         103,694   

Foreign Currency Swap

     127,849         149,673         1,575,290         104,711   

Foreign Currency Call Options

     24,192         26,999         1,940         303   

Foreign Currency Put Options

     30,850         32,163         168         1,070   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,474,110         2,335,545         4,234,319         268,027   
  

 

 

    

 

 

    

 

 

    

 

 

 
     As of December 31, 2013  
     Notional         
      Upto 3 months        3 months to 1 year        Over one year       Fair Value  
     MCh$      MCh$      MCh$      MCh$  

Foreign Currency Forwards

     3,401,493         1,568,880         257,382         70,265   

Interest Rate Swap

     476,480         1,259,204         6,437,978         153,007   

Foreign Currency Swap

     52,983         348,823         1,761,247         150,528   

Foreign Currency Call Options

     61,226         65,320         -         1,968   

Foreign Currency Put Options

     35,861         40,490         -         512   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4,028,043         3,282,717         8,456,607         376,280   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

A.2) Derivatives financial liabilities

 

     As of December 31, 2012  
     Notional         
       Up to 3 months          3 months to 1 year            Over one year                Fair Value      
MCh$
 
     MCh$      MCh$      MCh$     

Foreign Currency Forwards

     3,278,564         1,068,457         97,510         62,794   

Interest Rate Swap

     366,846         1,006,923         2,266,428         76,287   

Foreign Currency Swap

     29,627         198,187         958,805         52,986   

Foreign Currency Call Options

     51,454         38,872         168         1,114   

Foreign Currency Put Options

     5,796         11,627         1,772         663   
           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,732,287         2,324,066         3,324,683         193,844   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2013  
     Notional         
       Up to 3 months          3 months to 1 year            Over one year                Fair Value      
MCh$
 
     MCh$      MCh$      MCh$     

Foreign Currency Forwards

     3,431,709         1,947,645         228,605         62,170   

Interest Rate Swap

     628,224         1,977,705         6,061,512         100,784   

Foreign Currency Swap

     78,762         305,554         1,209,442         114,518   

Foreign Currency Call Options

     68,540         53,231         -         3,549   

Foreign Currency Put Options

     9,750         20,094         -         562   
           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4,216,985         4,304,229         7,499,559         281,583   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

B.  Hedge accounting

Fair value hedges:

The Bank uses interest rate derivatives to reduce the risk of debt issuances (short and long-term) as well as long-term assets (commercial loans).

Below is a detail by maturity of hedged items and hedging instruments as of December 31, 2012 and 2013 under fair value hedges.

 

     As of December 31, 2012  
     Notional  
    

    Within 1    
year

MCh$

     Between 1
  and 3 years  
MCh$
     Between 3
  and 6 years  
MCh$
         Over 6    
years
MCh$
 
  

 

 

 

  Hedged Items

                           

Loans

     -         95,890         78,171         45,407   

Investment

     40,000         12,466         -         -   

Total

     40,000         108,356         78,171         45,407   
  

 

 

 

  Hedging instrument

                           

Interest Rate Swaps

     40,000         9,505         70,000         45,407   

Foreign currency Forwards

     -         98,851         8,171         -   
  

 

 

 

Total

     40,000         108,356         78,171         45,407   
  

 

 

 
    

 

As of December 31, 2013

 
     Notional  
    

    Within 1    
year

MCh$

     Between 1
and 3 years
MCh$
     Between 3
and 6 years
MCh$
         Over 6    
years
MCh$
 
  

 

 

 

  Hedged Items

                           

Loans

     110,034         20,311         109,123         -   

Investment

     24,825         -         6,993         -   

Bonds

     -         -         157,924         20,000   
  

 

 

 

Total

     134,859         20,311         274,040         20,000   
  

 

 

 

  Hedging instrument

                           

Forward Currency

     6,177         -         -         -   

Interest Rate Swaps

     106,059         8,080         238,227         20,000   

Currency Swaps

     22,623         12,231         35,813         -   
  

 

 

 

Total

           
     134,859         20,311         274,040         20,000   
  

 

 

 

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Cash flow hedges:

Cash flow hedges are used by the Bank to:

 

a)

reduce the volatility of cash flows in balance sheet items that are indexed to inflation through the use of inflation forwards and combinations of swaps in pesos and indexed units.

 

b)

set the rate of a portion of the pool of short-term liabilities in pesos, thus reducing the risk of an important part of the Bank’s cost of funding, although still maintaining the liquidity risk of the pool. This is achieved by setting the cash flows of the hedged items equal to those of the derivative instruments, modifying uncertain cash flows for certain cash flows, and

 

c)

it also sets the rate of funding sources at a floating rate, decreasing the risk that its funding costs increase.

Below is a detailed account of hedged items and hedging instruments by maturity as of December 31, 2012 and 2013, under cash flow hedges.

 

    As of December 31, 2012  
    Notional  
   

      Within 1      
year

MCh$

    Between 1
      and 3 years      
MCh$
    Between 3
      and 6 years      
MCh$
   

      Over 6      
years

MCh$

 
 

 

 

 

  Hedged Items

                       

Loans

    127,430        72,885        -          

Demand Deposits

    587,510        145,622        -          
 

 

 

 

  Total

    714,940        218,507        -          
 

 

 

 

  Hedging instrument

                       

Foreign Currency Forwards

    663,522        211,907        -          

Interest Rate Swaps

    51,418        6,600        -          
 

 

 

 

  Total

    714,940        218,507        -          
 

 

 

 
    As of December 31, 2013  
    Notional  
   

Within 1

year

MCh$

   

Between 1
and 3 years

MCh$

   

Between 3
and 6 years

MCh$

   

Over 6

years

MCh$

 
 

 

 

 

  Hedged Items

                       

Loans

    225,867        74,591        -          

Investments

    -        -        -        15,677    

Demand Deposits

    115,000        213,800        30,300          

Financial Obligation

    134,236        -        -          
 

 

 

 

  Total

    475,103        288,391        30,300        15,677    
 

 

 

 

  Hedging instrument

                       

Foreign Currency Forwards

    97,900        74,591        -          

Interest Rate Swaps

    236,367        213,800        30,300          

Currency Swaps

    140,836        -        -        15,677    
 

 

 

 

  Total

    475,103        288,391        30,300        15,677    
 

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The effective portion of increase/decrease in fair value of the hedging instruments of the hedged items from cash flow hedges, MCh$(5,187)(MCh$ 570 in 2012)(Note 23g) Shareholders Equity) and the ineffective portion of increase/decrease in fair value of the hedging instruments of the hedged items from cash flow hedges, MCh$51 (MCh$ 2 in 2012) (Note 27 – Net Foreign Exchange Income (losses) – Foreign exchange gains (losses) on hedging derivatives), as of December 31, 2012 and 2013, respectively, were as follow with respect to the following hedged items:

 

    Effective portion               Ineffective portion
    

 

As of December 31, 2012

 
       MCh$                              MCh$                        

Demand Deposits

     64         (2)    

Loans

     506         4     
  

 

 

 

Net flows

     570         2     
     As of December 31, 2013  
       MCh$                                 MCh$                    

Demand Deposits

     (3,324)        2     

Loans

     (766)        -     

Investments

     (646)        49     

Financial Obligation

     (451)        -     
  

 

 

 

Net flows

     (5,187)        51     

Hedging net investment in foreign operations:

The Bank has a foreign operation (New York Branch) whose functional currency (US dollars) is other than the Bank’s functional currency. When translating the results of operations and financial position of this foreign operation into the Bank’s presentation currency, the Bank recognizes foreign exchange differences in other comprehensive income until it disposes of the foreign operation. For this reason, the Bank decided to hedge the foreign currency risk arising from its net investment in this foreign operation and has designated non-derivative financial instruments as hedging instruments. Gains or losses relating to the effective portion of the hedge are recognized in other comprehensive income and accumulated under the heading hedge of a net investment in foreign operation within equity. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Gains or losses on the hedging instrument relating to the effective portion accumulated in equity are reclassified to profit or loss on the disposal of the foreign operation.

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Gains or losses on the hedge of the net investment in its foreign operation that have been recognized in other comprehensive income and accumulated in equity are as follows:

 

             For the years ended December 31,            
    2011     2012     2013  
    MCh$     MCh$     MCh$  

Beginning balance

    799          (245)         365     

Gains (losses) on hedge of net investment in foreign operation, before tax

    (1,264)         757         (2,840)    

Reclassification adjustments to profit or loss, before tax

    -          -              -          

Income tax relating to hedges of net investments in foreign operations

    220          (147)         568     
 

 

 

   

 

 

   

 

 

 

Closing balance

    (245)         365         (1,907)    
 

 

 

   

 

 

   

 

 

 

No ineffective portion was recognized in profit or loss for the years ended December 31, 2011, 2012 and 2013.

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 9 -      LOANS AND RECEIVABLES TO BANKS

 

a)

As of December 31, 2012 and 2013, loans and receivables to banks are as follows:

 

           As of December 31,        
     2012      2013  
     MCh$      MCh$  

Local Banks

     

Loans to local banks

     -              -        

Allowances for loans losses

     -              -        
  

 

 

    

 

 

 

Subtotal

     -              -        
  

 

 

    

 

 

 

Foreign Banks

     

Loans to foreign banks

     81,281          78,064     

Other debts with foreign banks

     11,114          -        

Allowances for loans losses

     (178)          (137)    
  

 

 

    

 

 

 

Subtotal

     92,217           77,927     
  

 

 

    

 

 

 

Banco Central of Chile

     

Restricted Deposits in the Central Bank of Chile

     390,154           140,017     
  

 

 

    

 

 

 

Subtotal

     390,154           140,017     
  

 

 

    

 

 

 

Total

     482,371          217,944    
  

 

 

    

 

 

 

 

b)

The movement in the allowances for loan losses as of December 31, 2012 and 2013 is as follows:

 

     Note      As of December 31, 2012  
              Local Banks      Foreign Banks        Total      
            MCh$      MCh$        MCh$      

Balance as of January 1, 2012

        (373)          (151)          (524)    

Write-offs

        -               -               -         

Established provisions

     28         -               (83)         (83)    

Released provisions

     28         370           46           416     

Impairment

        -               -               -         

Impairment reversal

        -               -               -         

Exchange Differences

        3           10           13     
     

 

 

    

 

 

    

 

 

 

Balances as of December 31, 2012

        -               (178)          (178)    
     

 

 

    

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

     Note      As of December 31, 2013  
              Local Banks      Foreign Banks        Total      
            MCh$      MCh$        MCh$      

Balance as of January 1, 2013

        -             (178)          (178)    

Write-offs

        -             -               -         

Established provisions

     28         -             (1,054)          (1,054)    

Released provisions

     28         -             1,086           1,086     

Impairment

        -             -               -         

Impairment reversal

        -             -               -         

Exchange Differences

        -             9           9     
     

 

 

    

 

 

    

 

 

 

Balances as of December 31, 2013

 

       

 

-    

 

  

 

    

 

(137) 

 

  

 

    

 

(137) 

 

  

 

     

 

 

    

 

 

    

 

 

 

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 10 -    LOANS AND RECEIVABLES TO CUSTOMERS

 

a)

Loans and receivables to customers

As of December 31, 2012 and 2013, the composition of the loan portfolio is as follows:

 

As of December 31, 2012   Gross Assets     Allowances for loan losses        

 

   

 

 

   

 

 

 
    Normal
  Portfolio  
    Impaired
Portfolio
    Total     Individually
    Evaluated for    
impairment
    Collectivelly
evaluated for
impairment
    Total       Net Asset    
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  
 

 

 

   

 

 

   

 

 

 

Commercial loans:

             

Commercial loans

    6,337,139        116,037        6,453,176        45,690        11,606        57,296        6,395,880   

Foreign trade loans

    406,531        18,293        424,824        14,180        203        14,383        410,441   

Current account debtors

    28,798        447        29,245        357        239        596        28,649   

Factoring operations

    87,107        515        87,622        1,725        223        1,948        85,674   

Leasing transactions (*)

    321,347        19,947        341,294        2,902        374        3,276        338,018   

Other loans and receivables

    157,587        1,112        158,699        310        1,232        1,542        157,157   
 

 

 

   

 

 

   

 

 

 

Subtotals

    7,338,509        156,351        7,494,860        65,164        13,877        79,041        7,415,819   
 

 

 

   

 

 

   

 

 

 

Mortgage loans:

             

Letters of credit loans

    83,165        4,046        87,211        -        340        340        86,871   

Endorsable mutual mortgage loans

    207,886        8,741        216,627        -        2,099        2,099        214,528   

Other mutual mortgage loans

    1,168,425        17,782        1,186,207        -        3,535        3,535        1,182,672   

Leasing transactions (*)

    -        61        61        -        3        3        58   

Other loans and receivables

    39,767        2,102        41,869        -        512        512        41,357   
 

 

 

   

 

 

   

 

 

 

Subtotals

    1,499,243        32,732        1,531,975        -        6,489        6,489        1,525,486   
 

 

 

   

 

 

   

 

 

 

Consumer loans:

             

Consumer loans

    752,539        27,196        779,735        -        13,458        13,458        766,277   

Current account debtors

    28,931        467        29,398        -        780        780        28,618   

Credit card

    153,684        3,255        156,939        -        2,905        2,905        154,034   

Consumer leasing transactions (*)

    769        13        782        -        5        5        777   

Other loans and receivables

    107,104        2,698        109,802        -        6,923        6,923        102,879   
 

 

 

   

 

 

   

 

 

 

Subtotals

    1,043,027        33,629        1,076,656        -        24,071        24,071        1,052,585   
 

 

 

   

 

 

   

 

 

 

Total

    9,880,779        222,712        10,103,491        65,164        44,437        109,601        9,993,890   
 

 

 

   

 

 

   

 

 

 

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

As of December 31, 2013   Gross Assets     Allowances for loan losses        

 

   

 

 

   

 

 

 
      Normal Portfolio       Impaired    
Portfolio    
    Total      

Individually
Evaluated

for

   

 Collectively 
evaluated

for

    Total       Net Asset    
    MCh$     MCh$         MCh$       MCh$     MCh$     MCh$       MCh$    
 

 

 

   

 

 

   

 

 

 

Commercial loans:

             

Commercial loans

    7,447,610        241,817        7,689,427        53,854        10,192        64,046        7,625,381   

Foreign trade loans

    427,242        31,832        459,074        21,736        236        21,972        437,102   

Current account debtors

    26,925        1,010        27,935        444        298        742        27,193   

Factoring operations

    75,102        282        75,384        1,921        183        2,104        73,280   

Leasing transactions (*)

    773,884        37,998        811,882        80        340        420        811,462   

Other loans and receivables

    220,322        1,432        221,754        601        1,469        2,070        219,684   
 

 

 

   

 

 

   

 

 

 

Subtotals

    8,971,085        314,371        9,285,456        78,636        12,718        91,354        9,194,102   
 

 

 

   

 

 

   

 

 

 

Mortgage loans:

             

Letters of credit loans

    71,285        2,764        74,049        -        218        218        73,831   

Endorsable mutual mortgage loans

    189,563        6,796        196,359        -        1,571        1,571        194,788   

Other mutual mortgage loans

    1,400,825        18,986        1,419,811        -        4,080        4,080        1,415,731   

Leasing transactions (*)

    256,177        4,706        260,883        -        738        738        260,145   

Other loans and receivables

    36,323        1,551        37,874        -        361        361        37,513   
 

 

 

   

 

 

   

 

 

 

Subtotals

    1,954,173        34,803        1,988,976        -        6,968        6,968        1,982,008   
 

 

 

   

 

 

   

 

 

 

Consumer loans:

             

Consumer loans

    1,028,252        33,744        1,061,996        -        15,817        15,817        1,046,179   

Current account debtors

    39,547        465        40,012        -        1,074        1,074        38,938   

Credit card

    224,607        4,169        228,776        -        2,495        2,495        226,281   

Consumer leasing transactions (*)

    21,087        495        21,582        -        145        145        21,437   

Other loans and receivables

    265,828        5,055        270,883        -        8,186        8,186        262,697   
 

 

 

   

 

 

   

 

 

 

Subtotals

    1,579,321        43,928        1,623,249        -        27,717        27,717        1,595,532   
 

 

 

   

 

 

 

Total

    12,504,579        393,102        12,897,681        78,636        47,403        126,039        12,771,642   
 

 

 

   

 

 

   

 

 

 

(*) Lease transactions (commercial, mortgage and consumer) are presented net and total MCh$1,093,044 and MCh$338,853 as of December 31, 2013 and 2012. See detail of term remaining until maturity in letter e).

The Bank finances its customers’ asset purchases, both movable and real estate, through lease contracts that are included within loans and receivables from customers. As of December 31, 2013, MCh$152,193 corresponds to leases of movable assets (MCh$171,424 as of December 31, 2012) and MCh$179,552 to leases of real estate assets (MCh$170,713 as of December 31, 2012).

Where appropriate, we obtain collateral in respect of our loans and receivables from customers. The collateral normally takes the form of a real estate mortgage (i.e., urban and rural properties, agricultural lands, maritime vessels and aircraft, mineral rights and other assets) and liens (i.e., inventories, agricultural goods, industrial goods, plantations and other property pledged as security) over the customer’s assets. The existence and amount of collateral generally varies from loan to loan. Based on the credit worthiness of the borrower.

We review collateral fair values by obtaining appraisals on impaired secured loans every 18 months and on normal secured loans every three years.

We monitor collateral values between appraisals on an on going basis in order to capture any unusual significant changes (i.e., improved conditions in the real estate industry, changes in overall economic conditions, etc.) in market-based evidence used in the appraisals. In the event that unusual significant changes occur between appraisals, the collateral values are reassessed and recalculated.

During 2013, the Bank has received assets such as homes, apartments, commercial and agricultural lands, among others, with an fair value of MCh$1,785 (MCh$2,755 in 2012) through the execution of guarantees.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b)  Portfolio characteristics

As of December 31, 2012 and 2013, the loan portfolio before allowances for loan losses by customer economic activity was as follows:

 

            National Loans                     Foreign Loans             Total     Distribution Percentage
as of
 
    2012     2013     2012     2013     2012     2013     2012     2013  
    MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     %     %  

Commercial loans:

               

Manufacturing

    569,720        499,037        247,564         332,767        817,284        831,804         8.09%        6.45%   

Mining

    244,407        328,377        112,302         457,884        356,709        786,261         3.53%        6.10%   

Electricity, gas and water

    237,908        146,316        179,737         351,301        417,645        497,617         4.13%        3.86%   

Agriculture and livestock

    236,327        179,008        26,963         123,906        263,290        302,914         2.61%        2.35%   

Forestry and wood extraction

    38,836        23,650        -             8,875        38,836        32,525         0.38%        0.25%   

Fishing

    48,611        1,212        -             -            48,611        1,212         0.48%        0.01%   

Transport

    153,111        196,092        50,871         165,982        203,982        362,074         2.02%        2.81%   

Communications

    16,845        3,423        54,137         111,671        70,982        115,094         0.70%        0.89%   

Construction

    865,713        854,452        98,660         257,438        964,373        1,111,890         9.54%        8.62%   

Commerce

    519,220        434,713        395,650         1,034,412        914,870        1,469,125         9.05%        11.39%   

Services

    2,861,452        2,695,813        228,715         980,883        3,090,167        3,676,696         30.59%        28.51%   

Others

    223,316        70,829        84,795         27,415        308,111        98,244         3.05%        0.76%   
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    6,015,466        5,432,922          1,479,394        3,852,534          7,494,860        9,285,456         74.17%        71.99%   
 

 

 

   

 

 

   

 

 

   

 

 

 

Mortgage Loans

    1,382,442        1,529,701        149,533         459,275        1,531,975        1,988,976         15.16%        15.42%   

Consumer loans

    476,275        504,940        600,381         1,118,309        1,076,656        1,623,249         10.66%        12.59%   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

          7,874,183        7,467,563                2,229,308        5,430,118              10,103,491        12,897,681               100.00%        100.00%   
 

 

 

   

 

 

   

 

 

   

 

 

 

c)  Allowances for loans losses

The changes in allowances for loan losses during the years 2012 and 2013 are summarized as follows:

 

       Note     Individually
Evaluated for
impairment
    Collectivelly
  evaluated for  
impairment
          Total        
  

 

 
         MCh$     MCh$     MCh$  

Balances as January 1, 2012

       57,828        44,672        102,500    

Impaired portfolio write-offs:

        

Commercial loans

       (8,077     (8,871     (16,948)   

Mortgage loans

       -            (3,907     (3,907)   

Consumer loans

       -            (38,764     (38,764)   
    

 

 

 
       (8,077     (51,542     (59,619)   

Total Write-offs

        

Established provision

   28     47,407        72,060        119,467    

Provision released

   28     (31,932     (20,750     (52,682)   

Exchange rate differences

       (62     (3     (65)   
    

 

 

 
   10a)     65,164        44,437        109,601    
    

 

 

 

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

 

      Note   Individually
   Evaluated for   
impairment
     Collectivelly
    evaluated for    
impairment
     Total     
 

 

 
        MCh$       MCh$           MCh$         

Balances as January 1, 2013

      65,164          44,437          109,601     

Impaired portfolio write-offs:

         

Commercial loans

      (30,178)         (12,253)         (42,431)    

Mortgage loans

      -               (2,831)         (2,831)    

Consumer loans

      -               (62,296)         (62,296)    
   

 

 

 

Total Write-offs

      (30,178)         (77,380)         (107,558)    

Established provision

  28     193,586          137,423          331,009     

Provision released

  28     (148,563)         (62,875)         (211,438)    

Impairment

      -               -               -         

Debt exchange (*)

      (4,565)         -               (4,565)    

Exchange rate differences

      3,192          5,798          8,990     
   

 

 

 

Balances as of December 31, 2013

  10 a)     78,636          47,403          126,039     
   

 

 

 

(*) More information regarding this transaction can be found in Note 3 Material Events, Corpbanca, letter d)

d)  Portfolio sale

1. As of December 31, 2013 and 2012, the Bank and its subsidiaries engaged in portfolio purchases and sales. The effect on income of these transactions as a whole does not exceed 5% of before tax profit for the year, and is recorded within net gains from trading and brokerage activities in the Consolidated Statement of Income for the Period, disclosed in Note 26 within “Other Instruments at Fair Value through gain (losses)”.

2. As of December 31, 2013 and 2012, the Bank and its subsidiaries de-recognized 100% of its sold portfolio, thus complying with the requirements of the accounting policy for derecognizing financial assets and liabilities in Note 1, letter aa) of the annual consolidated financial statements.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

During 2012 and 2013, Corpbanca sold part of its portfolio of state-guaranteed loans and receivables (CAE for its Spanish acronym) through a competitive bidding process for awards of the Financing Facility and Administration of Loans for Studies in Higher Education Law No. 20,027. The open bidding model for financial institutions, reflected in the respective databases, allow selling a percentage of the state-guaranteed loans and receivables to third parties. On the portfolio sale of the Corpbanca transferred substantially all the risks and benefits associated with this portfolio. The detail of loans and receivables sold is as follows:

 

     As of December 31, 2012  
    

 

 Number of loans

        Currying             Proceeds          Released          Gain      
               amount         for sale          Provisions         

 

    on sale    

 
            MCh$      MCh$      MCh$     

 

    MCh$    

 
                         

 

(a)

     (b)  

Loans sold

     30.542          52.919         56.590         -                         3.671    

Total

     30.542          52.919         56.590         -            3.671    
  

 

 

 
    

 

As of December 31, 2013

 
    

 

 Number of loans

        Currying         Proceeds      Released          Gain      
               amount         for sale      Provisions     

 

    on sale    

 
            MCh$      MCh$      MCh$     

 

    MCh$    

 
                                

 

(*)

 

Loans sold

     28.120          50.018         53.019         -           3.197    

Loans sold

     12.430          16.934         16.934         -           -          

Total

     40.550          66.952         69.953         -            3.197    
  

 

 

 

(*) The gain on sale is included in the category “Trading and investment income, net” in the Consolidated Statements of Income.

(a) This amount is included in the release of provisions disclosed in Note 28.

(b) The gain on sale is included under line item “trading and investment income, net” in the Consolidated Statements of Income, disclosed in Note 26, line “Other financial investments at fair value with effect on gain (losses).

The following table reflects the maturity of leasing contracts as of December 31, 2013 and 2013.

e)

Lease

The maturity of finance leases as of December 31, 2013 and 2012, is detailed as follows:

        

 

As of December 31

 
         2012     2013  
           Net Leasing      

  Net Leasing  

 
     Note           MCh$     MCh$  

Up to 1 month

       11,310          29,928     

From 1 month to 3 months

       16,100          40,820     

From 3 months to 1 year

       65,168          167,689     

From 1 year to 3 years

       106,679          322,322     

From 3 years to 6 years

       55,647          223,757     

Over 6 years

       83,949          308,528     
    

 

 

   

 

 

 

Total

     10 a)  (*)     338,853         1,093,044    
    

 

 

   

 

 

 

(*)  Includes commercial leasing transactions of MCh$811,462 (MCh$338,018) mortgage leasing transactions of MCh$260,145 (MCh$58) and consumer leasing transactions of MCh$21,437 (MCh$777) as of December 2013 and 2012.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 11 -         INVESTMENT INSTRUMENTS

As of December 31, 2012 and 2013, the detail of financial investments available for sale was as follows:

a)  Financial investments

 

        As of December 31,  
        2012         2013  
         Available for 
sale
    Held to
maturity
   

Total

 

 

        Available
for sale
         Held to
maturity
   

Total

 

 

 
        MCh$     MCh$     MCh$         MCh$         MCh$     MCh$  

Chilean Central Bank and Government Securities

                 

Chilean Central Bank securities

      329,066        -        329,066          334,718          -        334,718   

Chilean Treasury Bonds

      69,706        -        69,706          847          -        847   

Other government securities

      46,203        -        46,203          21,769          -        21,769   

Other financial instruments

                 

Promissory notes related to deposits in local banks

      338,747        -        338,747          78,712          -        78,712   

Chilean mortgage finance bonds

      349        -        349          313          -        313   

Chilean financial institution bonds

      66,231        -        66,231          17,985          -        17,985   

Other local investments

      41,019        10,099        51,118          136,623          8,632        145,255   

Financial instruments Issued abroad

                 

Foreign government and central bank instruments

      206,296        74,259        280,555          212,280          93,750        306,030   

Other foreign investments

      14,818        20,619        35,437          85,840          135,140        220,980   

Impairment Provision

      -        -        -          -          -        -   
      -        -            -          -        -   

Unquoted securities in active markets

                 

Chilean corporate bonds

      -        -        -          -          -        -   

Other investments

      -        -        -          -          -        -   

Impairment Provision

      -        -        -          -          -        -   
                 
   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

 

Total

  (*)     1,112,435            104,977          1,217,412       (*)          889,087       (*)          237,522            1,126,609    
   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

 

(*) This total includes MCh$207,643 (MCh$78.932 in 2012), included in note No. 5 “Cash and cash equivalents”, which corresponds to those financial instruments with maturities that do not exceed three months from their dates of acquisition.

As of December 31, 2013, the portfolio of financial investments available-for-sale includes net unrealized losses, net of taxes, recorded in other comprehensive income of MCh$2,799 (MCh$6,485 as of December 31, 2012)

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b) The movements of the investments available-for-sale portfolio as of December 31, 2012 and 2013 are as follows:

 

    As of December 31, 2012  
 

 

 

 
          Gross     Gross     Fair  
            unrealized         unrealized          
    Cost     gains     losses     value  
          MCh$           MCh$     MCh$         MCh$      

Chilean Central Bank and Government securities

       

Chilean Central Bank and Government securities

    332,531                (3,465)         329,066    

Chilean Central Bank Notes

    70,539                (833)         69,706    

Other government securities

    46,972                (773)         46,203    
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    450,042                (5,071)         444,975    

Other Financial Instruments

       

Promissory notes related to deposits in local banks

    340,808         92         (2,153)         338,747    

Chilean mortgage finance bonds

    347                (1)         349    

Chilean financial institution bonds

    67,102                (873)         66,231    

Other local investments

    41,392                (373)         41,019    
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    449,649         97         (3,400)         446,346    

Financial instruments Issued abroad

       

Foreign government and central bank instruments

    206,296                       206,296    

Other foreign investments

    14,591         391         (164)         14,818    

Impairment provision

                  -             
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    220,887         391         (164)         221,114    

Unquoted securities in active markets

       

Chilean corporate bonds

                           

Other investments

                           

Impairment provision

                           
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

                           
       
 

 

 

   

 

 

   

 

 

   

 

 

 

Totals

            1,120,578         492             (8,635)                 1,112,435    
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

    As of December 31, 2013  
 

 

 

 
          Gross     Gross     Fair  
            unrealized         unrealized          
    Cost     gains     losses     value  
        MCh$         MCh$     MCh$         MCh$      

Chilean Central Bank and Government securities

       

Chilean Central Bank and Government securities

    334,864           381           (527)         334,718      

Chilean Central Bank Notes

    850           -               (3)         847      

Other government securities

    21,816           3           (50)         21,769      
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    357,530           384           (580)         357,334      

Other Financial Instruments

       

Promissory notes related to deposits in local banks

    78,375           337           -             78,712    

Chilean mortgage finance bonds

    310           3           -             313    

Chilean financial institution bonds

    17,985           -               -             17,985    

Other local investments

    138,317           467           (2,161)         136,623    
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    234,987           807           (2,161)         233,633    

Financial instruments Issued abroad

       

Foreign government and central bank instruments

    212,291                (11)         212,280    

Other foreign investments

    87,825         98         (2,083)         85,840    

Impairment provision

                           
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

    300,116         98         (2,094)         298,120    

Unquoted securities in active markets

       

Chilean corporate bonds

                           

Other investments

                           

Impairment provision

                           
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotals

                           
       
 

 

 

   

 

 

   

 

 

   

 

 

 

Totals

            892,633           1,289               (4,835)                 889,087    
 

 

 

   

 

 

   

 

 

   

 

 

 

c)    Impairment of investment instruments

As of December 31, 2012 and 2013, there are no significant or prolonged declines in value.

All investments quoted in non-active markets and classified as available-for-sale have been recorded at their fair value.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

d)    The classification of our available-for-sale securities within the fair value hierarchy is as follows:

 

                                                                   
     As of December 31, 2012  
  

 

 

 
     Available for sale Portfolio  
  

 

 

 
     Total      Level 1      Level 2      Level 3  
     MCh$      MCh$      MCh$      MCh$  
  

 

 

 

Chilean Central Bank and Government securities

           

Chilean Central Bank and Government securities

     329,066          329,066          -              

Chilean Central Bank Notes

     69,706          69,706          -              

Other Chilean Central Bank and Government securities

     46,203          -            46,203            

Other Financial Instruments

           

Promissory notes related to deposits in local banks

     338,747          338,747          -              

Chilean mortgage finance bonds

     349          -            349            

Chilean financial institution bonds

     66,231          -            66,231            

Other local investments

     41,019          -            41,019            

Financial instruments Issued abroad

           

Foreign government and central bank instruments

     206,296          206,296          -              

Other foreign investments

     14,818          2,764          12,054            
     -            -            -              

Impairment Provision

     -            -            -              
           
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

         1,112,435          946,579          165,856          -     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

                                                                   
     As of December 31, 2013  
  

 

 

 
     Available for sale Portfolio  
  

 

 

 
     Total      Level 1      Level 2      Level 3  
     MCh$      MCh$      MCh$      MCh$  
  

 

 

 

Chilean Central Bank and Government securities

           

Chilean Central Bank and Government securities

     334,718          334,063          655            

Chilean Central Bank Notes

     847          847          -              

Other government securities

     21,769          -            21,769            

Other Financial Instruments

           

Promissory notes related to deposits in local banks

     78,712          -            78,712            

Chilean mortgage finance bonds

     313          -            313            

Chilean financial institution bonds

     17,985          -            17,985            

Other local investments

     136,623          -            136,623            

Financial instruments Issued abroad

           

Foreign government and central bank instruments

     212,280          212,281          -              

Other foreign investments

     85,840          48,685          37,153            
           

Impairment Provision

     -            -            -              
           
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

            889,087          595,876          293,210          -     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 12 - INVESTMENTS IN OTHER COMPANIES

a) As of December 31, 2012 and 2013 the investments in other companies are detailed as follows:

 

         December 31, 2012                  December 31, 2013          
     %                 %             
  Company      Ownership      MCh$            Ownership      MCh$      

Nexus S.A.

     12.90         1,057            12.90         1,057      

Transbank S.A.

     8.72         939            8.72         939      

Combanc S.A.

     4.72         135            5.29         159      

Redbanc S.A.

     2.50         110            2.50         110      

Sociedad Interbancaria de Depósitos de Valores S.A.

     3.91         75            3.91         75      

Imerc OTC S.A

     -             -               6.67         864       (ii)

Deceval S.A.

     5.74         829       (i)      11.35         8,098       (i)

A.C.H Colombia

     3.67         191       (i)      4.22         523       (i)

Redeban Multicolor S.A

     1.60         283       (i)      1.60         284       (i)

Cámara de Compensación Divisas de Col. S.A.

     3.19         30       (i)      7.76         73       (i)

Cámara de Riesgo Central de Contraparte S.A.

     1.17         94       (i)      2.42         208       (i)

B.C.H. - Liquidación

     -             -               0.00         15       (i)

Cifin

     -             -               9.00         150       (i)

Servibanca - Tecnibanca

     -             -               4.54         719       (i)

Shares or rights in other companies

               

Santiago Stock Exchange Shares

     2.08         1,056            2.08         1,056      

Chilean Electronic Stock Exchange Shares

     2.44         211            2.44         211      

Colombia Stock Exchange

     0.48         783       (i)      0.97         841       (i)

Fogacol

     -             -               150.000 Unit         83       (i)
               
  

 

 

      

 

 

   

Total

        5,793               15,465      
  

 

 

      

 

 

   

 

(i)

Corresponds to investments in other companies carried out by the subsidiaries in Colombia.

(ii)

As of December 31, 2013, Corpbanca had subscribed to and paid in for 667 shares, equivalent to MCh$ 864, which were paid in when forming Servicios de Infraestructura de Mercado OTC S.A., doing business as IMERC-OTC S.A. IMERC-OTC S.A. was formed on June 21, 2013, in conjunction with other banks from the Chilean financial system to operate a centralized operations registry, providing registration, confirmation, storage, consolidation and reconciliation services for derivative transactions. The new company was formed with capital of Ch$12,957,463,890, divided into 10,000 shares with no par value. As of the reporting date of the consolidated financial statements (December 31), of the 10,000 shares issued by the Company, 8,895 had been subscribed to and paid in.

During 2011, 2012 and 2013 the Bank received dividends from its investment in other companies as follows:

 

                             
     2011      2012      2013  
         MCh$              MCh$              MCh$      

Dividends received

     250          367          1,241    
  

 

 

    

 

 

    

 

 

 

Total

     250          367          1,241    
  

 

 

    

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The movements of investment in other companies as of December 31, 2012 and 2013, were the following:

 

                       
       2012          2013    
     MCh$      MCh$  

Opening balance at January 1

     3,583          5,793    

Investment acquisitions

     2,210          9,672    

Investment sales

     -            -      

Share on income

     -            -      

Dividends received

     -            -      

Exchange rate differences

     -            -      
     
  

 

 

    

 

 

 

Ending balance as of December 31,

         5,793              15,465    
  

 

 

    

 

 

 

 

b) Business Combination - Corpbanca Chile and Corpbanca Colombia (previously - Banco Santander Colombia S.A. or BSC)

 

i) General aspects of the operation

CorpBanca acquired 51.00% and 40.93% on May 29, 2012 and June 22, 2012, respectively, of the voting shares of BSC which is domiciled in Colombia.

ii) Main reasons for the acquisition

With this acquisition, Corpbanca is looking to regionally expand and, at the same time, participate in the growing Colombian banking market whose potential is based on the solid economic prospects of Colombia and low penetration currently shown in its banking industry. The senior management and employees of Corpbanca Colombia have an in-depth knowledge of the Colombian market and the expertise to successfully develop Corpbanca. These two characteristics underlie the expected success of this acquisition.

iii) Assets acquired and liabilities assumed

 

  1)

The fair values presented as of December 31, 2012 in the audited consolidated financial statements (table below in letter (a)) were calculated on a provisional basis determined by professionals that were independent from Corpbanca and Subsidiaries (the Group) and its external auditors, as well as independent among themselves. Under IFRS 3, these provisional amounts were finalized within the one year measurement period.

 

  2)

During the measurement period, Corpbanca retroactively adjusted the provisional amount in accordance with IFRS 3.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Accordingly, the fair value of the identifiable assets and liabilities of BSC as of the date of acquisition of the controlling interest and which fair value did not change between May 29, 2012 and June 22, 2012 was as follows:

 

    Fair value
 recognized at 
acquisition
date
    Fair value
 recognized at 
acquisition
date
    Adjustment
during
 measurement 
period
 
     Provisional (a)      Final (b)        
    MCh$     MCh$     MCh$  

Total net identifiable assets at fair value

    230,405          225,798          (4,607)    

Intangible assets arising in acquisition

    257,694          252,216          (5,478)    

Contingent liabilities arising in acquisition

    (2,868)         (2,924)         (56)    

Deferred taxes arising in acquisition

    (83,755)         (86,734)         (2,979)    
 

 

 

   

 

 

   

 

 

 

Subtotal Fair Value

    401,476          388,356          (13,120)    
 

 

 

   

 

 

   

 

 

 

Non-controlling interest at fair value

    (48,940)         (48,940)         -     

Goodwill arising in acquisition

    205,076          218,196          13,120     
 

 

 

   

 

 

   

 

 

 

Consideration transferred for purchase

    557,612          557,612          -         
 

 

 

   

 

 

   

 

 

 

Net cash consideration paid

    (99,320)         (99,320)      
 

 

 

   

 

 

   

Total

    458,292          458,292       
 

 

 

   

 

 

   

 

  3)

This business combination was accounted for using the acquisition method as of the purchase date, which is the date on which control was transferred to the Group. The Bank obtains control in an investee when it has exposure, or rights, to variable returns from the investor’s involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor’s returns. Potential voting rights that are currently enforceable or convertible were considered when evaluating control.

 

  4)

Corpbanca measured the non-controlling interest in the acquiree at fair value. This value was estimated by applying the discounted profits approach/discounted cash flow method.

 

  5)

The transaction did not include any agreements involving contingent consideration.

 

  6)

As of the date of acquisition, a contingent liability with a fair value of MCh$ 2,868 was determined as a result of legal contingencies. As of the date of the reporting period, the Bank reevaluated that contingent liability and determined variations in its value, giving a final amount of MCh$ 2,924.

 

  7)

The goodwill of MCh$ 205,076 recognized as of the date of acquisition was attributed to expected synergies and other benefits arising from the combination of the assets and activities of BSC. This concept was not expected to be tax deductible. The final amount of goodwill determined by adjusting the fair value during the measurement period increased by MCh$ 13,120 (letter (c) above).

 

  8)

The fair value of loans and receivables (both to customers and banks) amounted to MCh$ 1,646,742. The unpaid principal balances under the contracts amount to MCh$1,626,284 and are expected to be collected 100%.

 

  9)

From the date of acquisition, BSC contributed MCh$ 66,288 to net interest income, MCh$ 17,894 to net commission income, MCh$96,523 to net operating revenue and MCh$32,317 to the profit before income tax for the period ended December 31, 2012. Revenue and net income, had the business combination occurred as of January 1, 2012, would have been MCh$849,668 and MCh$ 163,920 respectively, for the year ended December 31, 2012.

 

  10)

Transaction costs related to the acquisition of MCh$246, primarily legal fees and external due diligence costs, were charged to income and are part of cash flows from operating activities in the statement of cash flows.

 

  11)

The functional currency of the acquired entity is the Colombian peso and the Bank follows International Accounting Standard No. 21, “Foreign Currency Translation”.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

c)

Business Combination - Banco CorpBanca Colombia and Corpbanca Investment Trust Colombia (previously - Santander Investment Trust Colombia)

 

  i.

General aspects of the operation

CorpBanca Colombia, domiciled in Colombia, acquired, 94.5% of the voting shares of Corpbanca Investment Trust Colombia S.A (CITRUST) from its parent CorpGroup, which initial acquisition on the part of CorpGroup was consummated as part of the same contractual agreement of CorpBanca to acquire BSC.

 

  ii.

Main reasons for the purchase

This acquisition is considered to be complementary to that of the CorpBanca Colombia and the reasons for acquisition are of the same nature.

 

  iii.

Details of assets acquired and liabilities assumed

The fair value of identifiable assets and liabilities of CITRUST at the date of acquisition, June 29, 2012, (in comparison with the provisional):

 

     Fair value
recognized at
acquisition
date
     Fair value
recognized at
acquisition
date
     Adjustment
during
measurement
period
 
      Provisional (a) 
MCh$
     Final (b)
MCh$
     MCh$  

Total net identifiable assets at fair value

     12,382          12,382          -     

Intangible assets arising in acquisition

     10,149          9,796          (353)   

Contingent liabilities arising in acquisition

                     -     

Deferred taxes arising in acquisition

     (3,349)         (3,331)         18     
  

 

 

    

 

 

    

 

 

 

Subtotal Fair Value

     19,182          18,847          (335)   
  

 

 

    

 

 

    

 

 

 

Non-controlling interest at fair value

     (1,313)         (1,313)         -     

Goodwill arising in acquisition

     4,691          5,026          335  (c) 
  

 

 

    

 

 

    

 

 

 

Consideration transferred for purchase

     22,560          22,560          -        
  

 

 

    

 

 

    

 

 

 

Net cash consideration paid

     (4,494)         (4,494)         -     
  

 

 

    

 

 

    

 

 

 

Total

     18,066          18,066          -        
  

 

 

    

 

 

    

 

 

 

 

 

The fair values presented as of December 31, 2012 in the audited consolidated financial statements (table below in letter (a)) were calculated on a provisional basis determined by professionals that were independent from Corpbanca and Subsidiaries (the Group) and its external auditors, as well as independent among themselves. Under IFRS 3, these provisional amounts were finalized within the one year measurement period.

 

 

During the measurement period, Corpbanca retroactively adjusted the provisional amount in accordance with IFRS 3.

 

 

As of the acquisition date, no contingent liabilities were determined.

 

 

The goodwill of MCh$ 4,691 recognized provisionally as of the date of acquisition was attributed to expected synergies and other benefits arising from the combination of the assets and activities of BSC. This concept was not expected to be tax deductible. The final amount of goodwill determined by adjusting the fair value during the measurement period increased by MCh$ 335 (letter (c) above).

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

  iv.

Considerations of importance in relation to the acquisition:

 

   

This business combination was accounted for using the acquisition method from the date of acquisition (June 29, 2012), which is the date on which control is transferred to the Group. Control was the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

 

   

The fair value of loans and receivables (both to customers and banks) amounted to MCh$332. The gross amount due under the contracts is the same and the Bank expects to collect the full amount.

 

   

From the date of acquisition, CITRUST contributed MCh$13 to net interest income, MCh$3,489 to net commission income, MCh$3,831 to net operating revenue and MCh$2,470 to the profit before income tax for the period ended December 31, 2012. Revenue and net income, had the business combination occurred as of January 1, 2012, would not have varied significantly from that recorded in consolidation for the year ended December 31, 2012.

 

   

The functional currency of the acquired entity is the Colombian peso and the Bank follows International Accounting Standard No. 21, “Foreign Currency Translation”.

d) Business Combination – Corpbanca Colombia and Subsidiaries with Helm Bank and Subsidiaries.

  i.   General Operating Aspects

Banco Corpbanca Colombia, headquartered in Colombia (mainly in Bogotá D.C.), acquired the voting and non-voting shares (see subsequent events footnote) of Helm Bank S.A. (hereinafter “Helm Bank”) and subsidiaries, also headquartered in Colombia.

As part of the agreement between Corpbanca Colombia and the companies controlling Helm Bank, Corpbanca Colombia committed to acquiring up to 100% of the preferential dividend and non-voting shares (preferential shares) of Helm Bank. Corpbanca Colombia acquired, 2,387,387,295 common shares, which represent 58.89% of the outstanding common shares (51.61% of subscribed and paid capital) of Helm Bank during the first closing and 1,650,579,084 common shares, which represent 40.86% of the outstanding common shares (35.81% of subscribed to and paid in capital) of Helm Bank during the second closing for a total of 4,043,966,379 common shares, which represent 99.75% of the total outstanding common shares and 87.42% of the subscribed to and paid in capital of Helm Bank, in purchases made on August 6 and 29, 2013 (referred to above as first closing and second closing). On January 28, 2014, Corpbanca Colombia honored that commitment, carrying out a voluntary Takeover Bid (TOB) for the preferential shares as part of the third closing (see subsequent events footnote), which was mainly designed to offer a liquidity and sales mechanism to the preferential shareholders under the same economic conditions that were agreed upon for the sellers of the common shares of Helm Bank under the SPA5 and to facilitate the merger process, enabling Corpbanca Colombia and its subsidiaries to expand their presence in the medium and long term as loan establishments in the Colombian market, obtaining a 12.36% interest and giving a total interest of 99.7814% of subscribed to and paid in capital (See Note 38 Subsequent Events for more information). By virtue of express legal provisions, Corpbanca Colombia and Helm Bank must merge within a year following the date of the first acquisition of shares of Helm Bank (i.e. before August 6, 2014). As a result, these two entities have been working intensely on the preparation and advanced notice of the intention of the merger. This company is engaged in raising funds through checking account, demand and time deposits in order to provide loans. Corpbanca Colombia acquired an indirect interest as a result of the acquisition of Helm Bank, which also has complementary businesses through its subsidiaries Helm Comisionista, Helm Fiduciaria, Helm Caymán and Helm Panamá.

 

 

5 Share Purchase Agreement or SPA: A share purchase agreement for common shares of Helm Bank signed between Helm Corporation, Inversiones Carrón S.A.S, Comercial Camacho Gómez S.A.S. e Inversiones Timón S.A.S., together the first party, and HC Acquisitions SAS, the second party, who subsequently transferred the agreement to Corpbanca Colombia, by virtue of which the first party sold to the second party all of the common shares owned by Inv. Carrón S.A.S., Comercial Camacho Gómez S.A.S. and Inversiones Timón S.A.S., in Helm Bank, and by which Corpbanca Colombia committed to offer to purchase up to 100% of the Preferential Shares from the Preferential Shareholders under the same economic conditions set for the sellers of the aforementioned common shares.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Helm Fiduciaria S.A. This subsidiary is a financial services corporation that is engaged in providing trust services and, in general, performing all transactions legally allowed for trust companies based on the requirements, restrictions and limitations of Colombian law. (Helm Bank S.A. has a 99.9807% direct and indirect interest.)

Helm Bank Panamá S.A. This subsidiary is organized under the law of the Republic of Panama and has been operating since April 15, 1998 in that country with an international license granted by the Superintendency of Banks through Ruling 2297 of October 17, 1997 that also allows it to be engaged in the banking business abroad. (Helm Bank S.A. has a 100% direct interest.)

Helm Comisionista de Bolsa S.A. This subsidiary carries out the activities particular to a securities brokerage firm based on the legal requirements, especially Ruling No. 400 of 1995 (Sole Ruling), issued by the Financial Superintendency. This entity has a 100% interest in the company Helm Casa de Valores Panamá, which is engaged in purchasing and selling securities under the laws of the Republic of Panama. (Helm Bank S.A. has a 99.9965% direct and indirect interest.)

Helm Bank Cayman. This subsidiary is engaged in providing unrestricted financial services. It can carry out banking business of any type, except with customers from the Grand Cayman Islands, in accordance with the laws of those islands. (Helm Bank S.A. has a 100% direct interest.)

See Note 1 Parent Company and Subsidiaries in Chile (table on ownership interests).

  ii.   Helm Bank and Subsidiaries

Helm Bank’s strategy has been to maximize returns on its portfolio and reduce funding costs by enhancing the composition of its available resources.

 iii.   Main Reasons for the Purchase

After receiving the necessary regulatory authorizations from regulators in Chile, Colombia, Panama and the Cayman Islands, Corpbanca acquired control of Helm Bank and subsidiaries through its subsidiary Banco Corpbanca Colombia. With the recent acquisition of Helm Bank and its foreseen merger with Corpbanca Colombia, Corpbanca Chile has consolidated its operations in Colombia, reaffirming its long-term commitment to this market.

For Corpbanca Chile, the Colombian market has great potential and significant room for growth in the banking business. Many Chilean investors have invested in Colombia and the Bank aims to assist customers with these projects, to strengthen long-term relationships with people and companies in that country, and also to provide peace of mind to our shareholders and investors by diversifying risks and earnings sources.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

 iv.   Detail of Assets Acquired and Liabilities Assumed

The fair value of the identifiable assets and liabilities of Helm Bank and its subsidiaries as of the date of acquisition (August 6, 2013) was as follows:

 

         MCop$          MCh$          
 

Total net identifiable assets at fair value

     1,331,262           364,233       
 

Non-controlling interest measured at fair value (using an income approach)

     (5,428)          (1,485)      
 

Goodwill arising from the acquisition

     693,064           189,622        (i)
 

Intangible assets

     535,028           146,384       
 

Contingent liabilities

     (13,533)          (3,703)      
 

Deferred income taxes

     (177,342)          (48,521)      
 

Deferred taxes (tax goodwill)

     115,443           31,585        (h)
    

 

 

    

 

 

   
 

Consideration transferred for the adquisition

     2,478,494           678,115       
    

 

 

    

 

 

   
       -               -           
 

Net cash received from subsidiary

     1,276,481           349,245       
 

Gross cash consideration

     (2,178,378)          (596,004)      
    

 

 

    

 

 

   
 

Net cash consideration paid

     (901,897)          (246,759)      
    

 

 

 

-      

 

  

  

 

 

 

-      

 

  

 
 

Liability for preferential shares

     (307,011)          (83,998)      
    

 

 

    

 

 

   
 

Net cash consideration paid

         (1,208,908)              (330,757)      
    

 

 

    

 

 

   

 Important Matters Regarding the Acquisition

 

i.

The fair values presented here were calculated on a provisional basis determined by professionals that were independent from Corpbanca and its subsidiaries (the Group) and its external auditors, as well as independent among themselves. Accordingly, the Bank would like to point out the following considerations:

 

  a) As the initial accounting for the business combination is not complete, the Group has reported provisional amounts as noted above. Should the Group determine that such provisional amounts differ from those representing the finalized amount, they will be retrospectively adjusted.

 

  b)

This business combination was accounted for using the acquisition method as of the purchase date, which is the date on which control is transferred to the Group. The Bank obtains control in an investee when it has exposure, or rights, to variable returns from the investor’s involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor’s returns. Potential voting rights that are currently enforceable or convertible were considered when evaluating control. Due to its interest in Helm Bank, Banco Corpbanca has the following substantive rights:

 

  ü

Voting rights in proportion to its interest in the companies.

  ü

The right to name or remove key members of management of the investees that have the ability to direct relevant activities.

  ü

The right to assign or unassign investees to direct relevant activities.

  ü

The right to direct the activities of subordinates for the benefit of the bank.

 

  c) The Group valued goodwill as of the acquisition date, taking into account the following factors:

 

  ü

the fair value of the consideration transferred;

  ü

the recoverable amount of any non-controlling interest in the acquiree, plus

  ü

if the business combination is performed in phases (not the case for our purposes), the fair value of the existing interests in the equity of the acquiree;

  ü

less the net amount recognized (generally the fair value) of the identifiable assets acquired and the identifiable liabilities assumed.

 

  d) Regarding the preceding point, when the excess is negative, a gain on sale with advantageous conditions is recognized immediately in profit and loss (such was not the case with this business combination).

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

  e)

The fair value of intangible assets and their respective deferred taxes has been determined provisionally pending an independent valuation. See Note 13 “Intangible Assets” to these consolidated financial statements.

 

  f)

As of the date of acquisition, a contingent liability with a fair value of Mcop$ 13,533 (MCh$ 3,703) was determined as a result of legal contingencies. As of the date of the reporting period, the Bank reevaluated that contingent liability and determined no variations in its value.

 

  g)

As of the date of acquisition, the fair value of loans and receivables (including loans and advances to banks) totaled Mcop$11,021,182 (MCh$3,015,395) and their gross amount was Mcop$11,485,865 (MCh$ 3,142,532). None of these debtors were impaired and the Bank expects to collect the full amounts. In accordance with IFRS, the fair value of loans should be shown net of credit risk provisions.

 

  h)

A deferred tax asset must be recognized as part of the purchase price allocation for the mercantile tax credit (tax goodwill) generated under Colombian regulations. This is based on a future tax benefit existing as of the transaction date to reduce the future income tax basis (i.e. this credit is likely to be recovered). This analysis is based on IAS 12. The amount for this deferred tax for the mercantile tax credit was Mcop$ 115,443 (MCh$ 31,585).

 

  i)

The goodwill of Mcop$ 693,064 (MCh$ 189,622) recognized as of the date of acquisition was attributed to expected synergies and other benefits arising from the combination of the assets and activities of Helm Bank and Subsidiaries together with Corpbanca and Subsidiaries (described in section iii) “Main Reasons for the Purchase”).

 

  j)

If new information is obtained within a year from the date of acquisition regarding facts and circumstances that existed as of the acquisition date, amounts previously presented are adjusted or if there is any additional information as of the acquisition date, the acquisition accounting will be reviewed.

 

ii.  

Corpbanca decided to measure the non-controlling interest in the acquiree at fair value. This value was estimated by applying the discounted cash flow method.

 

iii.  

Since the acquisition date, Helm Bank and its subsidiaries contributed MCh$ 67,927 to net interest income, MCh$ 12,753 to net fees and commissions, MCh$ 92,429 to net operating income and MCh$ 34,076 to before tax profit for the period. If the combination had occurred at the beginning of the period (January 1, 2013), net interest and inflation-indexing income would have been MCh$ 280,981 and before tax profit for the period would have been MCh$ 62,001. In determining these amounts, management has assumed that the provisional fair value adjustments originated on the date of acquisition would have been the same had the acquisition occurred on January 1, 2013.

 

iv.  

The acquisition-related transaction costs of Mcop$ 14,889 (MCh$ 3,935), mainly for external legal fees and due diligence costs, were charged to administrative expenses in the Consolidated Statement of Income and included within cash flows from operating activities in the Statement of Cash Flows.

 

v.  

The total consideration transferred in the transaction was Mcop$ 2,178,378 (MCh$ 596,004). Net cash received for cash flow purposes was Mcop$ 901.897 (MCh$ 246,759). In 2013, the line item “Acquisition of Subsidiary Helm Bank, net of cash acquired” has been added. This includes the net cash disbursement for the purchase of Helm Bank S.A. and subsidiaries for MCh$ 255,444.

 

vi.  

The transaction did not include any agreements involving contingent consideration.

 

vii.  

Both the goodwill arising from the acquisition of a foreign business (the case of Helm and other group entities) as well as the fair value adjustments made to the carrying amount of the assets and liabilities must be treated as assets and liabilities of the same entity as a result of the acquisition of this business. This means that they should be expressed in the same functional currency of this company (the Colombian peso) and will be converted at the closing exchange rate (COP to CLP exchange rate for parent company accounting purposes).

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Goodwill is tested to determine whether there is an impairment annually (as of December 31 of each year), and when circumstances indicate that its carrying amount may be impaired. The impairment of goodwill is determined by assessing the recoverable amount of each cash-generating unit (group of cash-generating units) to which the goodwill is allocated. When the recoverable amount of the cash-generating unit is less than its carrying amount, an impairment loss is recognized. The impairment losses relating to goodwill can not be reversed in future periods.

e)  Business Combination – Banco Corpbanca Chile and Helm Corredor de Seguros S.A.

 

  i.  

  General Operating Aspects

As part of the transaction with Helm, Corpbanca Chile, domiciled in Chile, acquired 80.00% of the shares with voting rights of Helm Corredor de Seguros S.A.

Helm Corredor de Seguros S.A. (HCS). This company, formed on January 16, 1985, is engaged in brokering insurance, under the supervision of the Colombian Financial Superintendency. It is domiciled in Bogota. This entity is not a subsidiary of Helm Bank S.A.

 

  ii.  

  Main Reasons for the Purchase

With this acquisition, Corpbanca sought to expand regionally and simultaneously participate in the growing Colombian banking market as a complementary business whose potential is based on the sound economic prospects of that country.

 

  iii.  

  Detail of Assets Acquired and Liabilities Assumed

The fair value of the identifiable assets and liabilities of Helm Corredores de Seguros S.A. as of the date of acquisition (August 6, 2013) was as follows:

 

                 MCh$          
 

Total net identifiable assets at fair value

     4,030     
 

Non-controlling interest measured at fair value (using an income approach)

     (2,278)    
 

Intangible assets

     1,797     
 

Deferred income taxes

     (616)    
 

Goodwill arising from acquisition

     6,171     
    

 

 

 
 

Consideration transferred for the acquisition

     9,104     
    

 

 

 
 

Net cash received from subsidiary

     419     
 

Gross cash consideration

     (9,104)    
    

 

 

 
 

Net cash consideration paid

     (8,685)    
    

 

 

 

 

  iv.  

  Important Matters Regarding the Acquisition

 

  ¡  

The fair values presented here were calculated on a provisional basis determined by professionals that were independent from Corpbanca and Subsidiaries (the Group) and its external auditors, as well as independent among themselves. They took into account the same criteria described in i.a) to i.e and i.i), ii), iv), vi) and vii), for the business combination between Corpbanca Colombia and Helm.

 

  ¡  

As of the acquisition date, no contingent liabilities were determined.

 

  ¡  

Since the acquisition date, HCS contributed MCh$ 29 to net interest income, MCh$ 3,081 to net fees and commissions, MCh$ 3,111 to net operating income and MCh$ 901 to before tax profit for the period ended on

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

 

December 31, 2012. If the combination had occurred at the beginning of the period (January 1, 2013), revenue and net income of Banco Corpbanca Chile would have been MCh$ 457,716 and before tax profit for the period would have been MCh$ 232,600 (these amounts do not include the effects of the business combination with Helm and Subsidiaries). In determining these amounts, management has assumed that the provisional fair value adjustments originated on the date of acquisition would have been the same had the acquisition occurred on January 1, 2013.

 

  ¡  

The goodwill of MCh$ 6,171 recognized as of the date of acquisition was attributed to expected synergies and other benefits arising from the combination of the assets and activities of HCS. Goodwill was not expected to be tax deductible.

 

  ¡  

The acquisition-related transaction costs, mainly legal fees and other external costs, were recognized by the parent company (Corpbanca Chile).

f) Reconciliation of Book Value of Goodwill.

Goodwill is tested annually to determine whether impairment exists (as of December 31, of each year) and when circumstances indicate that its book value may be impaired. This impairment is determined by evaluating the recoverable amount of each cash generating unit (or group of cash generating units) to which goodwill is allocated. Where the recoverable amount of the cash generating unit is less than its book value, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods.

The following table reconciles the book value of goodwill at the beginning and end of the period:

 

             2013          
     MCh$  

As of January 01, 2013 (Note 13)

     214,540    

Accumulated impairment losses at beginning of period

     -        

Increase in goodwill due to acquisitions during the period (*)

     195,793    

Net translation adjustments arising during the period

     1,659    

Close of amounts, measurement period

     -        

Impairment losses recognized during the period

     -        
  

 

 

 

As of December 31, 2013 (Note 13)

     411,992    
  

 

 

 

* Goodwill Helm and Subsidiaries (MCh$ 189,622) + Goodwill Helm Corredores de Seguros (MCh$ 6,171). See Note 12 letter b).

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 13 -      INTANGIBLE ASSETS

i)  Intangible assets as of December 31, 2012 and 2013 consist of the following:

 

     As of December 31, 2012  
Concept      Useful life  
years
     Remaining
  amortization  
years
       Final gross  
balance
     Amortization
  and impairment  
for the Year
     Net
  Carrying  
amount
 
                   MCh$      MCh$      MCh$  

Integrated banking system(1)

     15                  6,543           (1,175)         5,368     

Computer equipment system or software

                     13,918           (2,958)         10,960     

IT Projects

                     13,550           (1,476)         12,074     

CorpBanca Colombia acquisition

              

-Goodwill

           214,540           -              214,540     

-License

           49,630           -              49,630     

-Other intangibles

                     4,193           (475)         3,718     

-Customer relationship

           196,605           (4,614)         191,991     

Other projects

                     1,227           (202)         1,025     
        

 

 

    

 

 

    

 

 

 

Total

           500,206           (10,900)         489,306     
        

 

 

    

 

 

    

 

 

 
     As of December 31, 2013  
Concept     Useful life 
years
     Remaining
 amortization 
years
      Final gross 
balance
     Amortization
 and impairment 
for the Year
     Net
 Carrying 
amount
 
                   MCh$      MCh$      MCh$  

Integrated banking system(1)

     15                  5,398           (1,181)          4,217     

Computer equipment system or software

           -               -               -         

Projects

                     24,453           (9,010)          15,443     

IT projects

                     27,058           (3,726)          23,332     

Acquisition of Banco Corpbanca Helm

              

-Goodwill

           411,992           -               411,992     

-License

           50,567           -               50,567     

-Other intangibles

                     19,308           (638)          18,670     

-Customer relationship

           326,382           (14,804)          311,578     

Other projects

                     1,372           (249)          1,123     
        

 

 

    

 

 

    

 

 

 

Total

           866,530           (29,608)          836,922     
        

 

 

    

 

 

    

 

 

 

 

(1)

Integrated Banking System (IBS) corresponds to the main operating system software of the Bank that replaced a number of systems, providing us with a single, central electronic database that gives us up-to-date customer information in each of our business lines and calculates net earnings and profitability of each product and client segment.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

ii) The changes in the intangible assets during 2012 and 2013 is as follows:

 

     Integrated
banking
system
     Computer
equipment
system or
software
     IT Projects      Intangible
arising from
business
combination-
Colombia (*)
     Others      Total  
     MCh$      MCh$      MCh$      MCh$      MCh$      MCh$  

Balance as of January 1, 2012

     6,524          309          4,395          -              1,011          12,239    

Purchases

     33          6,057          8,834          485,234          578          500,736    

Retirements

     -              -              -              -              -              -        

Amortization (note 31 a))

     (1,175)         (2,958)         (1,476)         (5,089)         (202)         (10,900)   

Exchange differences

     (14)         -              321          (20,266)         (362)         (20,321)   

CorpBanca Colombia acquisition (*)

     -              7,552          -              -              -              7,552    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balances as of December 31, 2012

     5,368          10,960          12,074          459,879              1,025            489,306    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     Integrated
banking
system
     Computer
equipment
system or
software
     IT Projects      Intangible
arising from
business
combination-
Colombia (**)
     Others      Total  
     MCh$      MCh$      MCh$      MCh$      MCh$         

Balance as of January 1, 2013

     5,368          10,960          12,074          459,879          1,025          489,306    

Purchases

     19          7,691          15,119          343,974          436          367,239    

Retirements

     -              -              (135)         -              -              (135)   

Amortization (note 31 a))

     (1,181)         (9,010)         (3,726)         (15,442)         (249)         (29,608)   

Exchange rate differences

     -              -              -              4,396          -              4,396    

Other

     11          (704)         -              -              (89)         (782)   

Group Helm acquisition (*)

     -              6,506          -              -              -              6,506    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Balances as of December 31, 2013

     4,217          15,443          23,332          792,807          1,123          836,922    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

(*)At December 31, 2012 and expressed in MCh$, intangible assets before depreciation and exchange differences on translation amounted to MCh$485,234, which are as follows: goodwill MCh$218,196, license MCh$52,018 (indefinite useful life) and other intangibles of MCh$4,588 (6 years of useful life) and customer relationship of MCh$195,610 (22 years of useful life) generated by the purchase of Corpbanca Colombia and goodwill MCh$5,026 and customer relationships of MCh$9,796 (38 years of useful life) generated by the purchase of Corpbanca Investment Trust Colombia S.A. (CITRUST).

(**) As of December 31, 2013 and expressed in MCh$, intangible assets before amortization and the effects of exchange differences expressed in MCh$ totaled MCh$ 343,974, detailed as follows: Goodwill of MCh$189,622, customer relationships for MCh$133,039 (10 years of useful life) and brands for MCh$13,345 (5 years of useful life) (total of MCh$146,384) resulting from the purchase of Helm Bank and Subsidiaries. This also includes goodwill of MCh$ 6,171 and other intangible assets arising from the business combination of MCh$ 1,797(3 years of useful life) resulting from the purchase of Helm Corredores de Seguros. These business combinations are detailed further in Note 12 “Investments in Other Companies”.

See more information Consolidate Statements of Cash Flow.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

iii)

As of December 31, 2012 and 2013, the Bank has entered into the following contractual commitments for the acquisition of intangible assets:

 

           2012                  2013        
     MCh$      MCh$  

  License detail:

     

  Business object Borja Consultores Ltda.

     -              981    

  Ingram Micro Chile S.A.

     -              668    

  Licenciamiento Plataforma Cognos

     307          -        

iv) Impairment

At each reporting date, Banco Corpbanca will evaluate whether there is any indication of impairment of any asset. Should any such indication exist, or when impairment testing is required, the entity will estimate the asset’s recoverable amount.

The entity will conduct impairment testing on an annual basis for intangible assets with indefinite useful lives, as well as intangible assets that are not yet available for use, by comparing their carrying amount with their recoverable amount. Impairment testing can be carried out at any time during the year, as long as it takes place at the same time each year. Impairment testing of different intangible assets can take place on different dates. However, if that intangible asset had been recognized initially during the current year, it will be tested for impairment before the year ends.

Impairment of goodwill is determined by evaluating the recoverable amount of each cash generating unit (or group) to which goodwill is allocated. Where the recoverable amount of the cash generating unit is less than its carrying amount, an impairment loss is recognized; goodwill acquired in a business combination shall be distributed as of the acquisition date among the CGUs or group of CGUs of the acquirer that are expected to benefit from the synergies of the business combination, regardless of whether other of the acquiree’s assets or liabilities are allocated to these units. Impairment losses relating to goodwill cannot be reversed in future periods.

In accordance with IAS 36 “Impairment of Assets”, annual impairment testing is permitted for a CGU to which goodwill has been allocated, or at any time for intangible assets with indefinite useful lives, as long as they are carried out at the same time each year. Different cash generating units and different intangible assets can be tested for impairment at different times during the year.

Corpbanca and its subsidiaries conducted impairment testing for intangible assets with indefinitive lives, including intangible assets that were still not in use, and concluded that no impairment exists (See Note 31).

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 14 -      PROPERTY, PLANT AND EQUIPMENT

a)  Property, plant and equipment as of December 31, 2012 and 2013 is as follows:

 

     As of December 31, 2012  
Item      Useful life  
years
     Remaining
  amortization  
years
       Final gross  
balance
     Depreciation
and
 impairment for 
the Period
     Net
  Carrying  
amount
 
                   MCh$      MCh$      MCh$  

Land and buildings

     21           20           50,822           (3,755)          47,067     

Equipment

     5           4           9,675           (1,851)          7,824     

Other

     6           5           11,781           (1,586)          10,195     

 - Furnitures

           3,055           (480)          2,575     

 - Leasing assets

           2,250           (354)          1,896     

 - Others

           6,476           (752)          5,724     
        

 

 

    

 

 

    

 

 

 

Total

           72,278           (7,192)          65,086     
        

 

 

    

 

 

    

 

 

 
     As of December 31, 2013  
Item      Useful life  
years
     Remaining
  amortization  
years
       Final gross  
balance
     Depreciation
and
 impairment for 
the Period
     Net
  Carrying  
amount
 
                   MCh$      MCh$      MCh$  

Land and buildings

     21           18           80,941           (6,535)          74,406     

Equipment

     5           4           14,978           (3,457)          11,521     

Other

     9           4           15,003           (2,688)          12,315     

 - Furnitures

           6,344           (1,337)          5,007     

 - Leasing assets

           1,896           (354)          1,542     

 - Others

           6,763           (997)          5,766     
              
        

 

 

    

 

 

    

 

 

 

Total

           110,922           (12,680)          98,242     
        

 

 

    

 

 

    

 

 

 

The useful lives presented herein are the remaining lives of the Bank’s building, equipment, and other property, plant, and equipment as of the transition date to IFRS (January 1, 2009). The useful lives presented in Note 1 m) are all of the useful lives of the Bank’s property, plant, and equipment. Such useful lives have been determined based on our expected use considering the quality of the original construction, the environment in which the assets are located, the quality and degree of maintenance carried out, and appraisals performed by external specialists who are independent of the Bank which have been taken into consideration by management to determine the useful lives of our buildings.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b)  The changes in property, plant and equipment during 2012 and 2013 is as follows:

 

     Land and
    buildings    
         Equipment              Other              Total      
     MCh$      MCh$      MCh$      MCh$  

  Balances as of January 1, 2012

     44,100           5,163           7,962           57,225     

  Purchases

     2,335           3,335           2,323           7,993     

  Retirements

     (3,704)          (1,508)          (578)          (5,790)    

  Depreciation (31 a))

     (3,755)          (1,851)          (1,586)          (7,192)    

  CorpBanca Colombia acquisition

     8,092           2,692           2,075           12,859     

  Other

     (1)          (7)          (1)          (9)    
           
  

 

 

    

 

 

    

 

 

    

 

 

 

  Balances as of December 31, 2012

     47,067           7,824           10,195           65,086     
  

 

 

    

 

 

    

 

 

    

 

 

 
     Land and
  buildings  
       Equipment            Other              Total      
     MCh$      MCh$      MCh$      MCh$  

  Balances as of January 1, 2013

     47,067           7,824           10,195           65,086    

  Purchases

     6,667           3,009           1,425           11,101    

  Retirements

     (20,240)          (47)          -                (20,287)   (*) 

  Depreciation (31 a))

     (6,535)          (3,457)          (2,688)          (12,680)   

  Acquisition Helm Group

     46,977           4,071           3,254           54,302    

  Other

     470           121           129           720    
           
  

 

 

    

 

 

    

 

 

    

 

 

 

  Balances as of December 31, 2013

     74,406           11,521           12,315           98,242    
  

 

 

    

 

 

    

 

 

    

 

 

 

(*) Retirements include sales of branches during 2013, detailed as follows:

 

Sales of Branches in 2013 (MCh$)      
      Number of Branches        Sale Value        Book Value             Gain on Sale        

Total

     31         42,046         18,792      (*)          23,254      (**)

(**) The gain on the sales of branches is part of the amount reflected in Note 32 a).

 

c)

As of December 31, 2012 and 2013, the Bank holds operating lease contracts that cannot be unilaterally terminated. The future payment information is detailed as follows:

 

Future Operating Lease Payments  
Land, Buildings and Equipment  
     Up to 1 Year       

From 1 to 5  
Year

 

     Over 5 Years        Total         
     MCh$      MCh$      MCh$      MCh$         

  As of December 31, 2012

     5,847         21,145         23,511         50,503   

  As of December 31, 2013

     7,653         25,996         35,275         68,924   

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

d)

As of December 31, 2012 and 2013, the Bank holds finance lease contracts that cannot be rescinded or unilaterally terminated. The future payment information is detailed as follows:

 

Future Financial Leasing Payments  
Land, Buildings and Equipment  
     Up to 1 Year       From 1 to 5 
Year
     Over 5
Years
     Total      
     MCh$      MCh$      MCh$      MCh$      

  As of December 31, 2012

     589         860         -           1,449   

  As of December 31, 2013

     486         770         -           1,256   

 

e)

As of December 31, 2013 and 2012, the Bank and its subsidiaries have no restrictions on property, plant and equipment. In addition, no property, plant and equipment have been given in guarantee for compliance of any obligations. There are also no amounts owed by the Bank on property, plant and equipment as of the aforementioned dates.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 15 -      CURRENT TAXES

a)  Current income tax provision

At the end of each year the bank recognizes an Income Tax Provision, which is determined based on the currently enacted tax legislation. Current taxes payable recognized as of December 31, 2013 was MCh$45,158 (MCh$9,057 as of December 31, 2012). The income tax provision (net of recoverable taxes) is as follows:

 

     As of
 December 31, 
2012
     As of
 December 31, 
2013
 
     MCh$      MCh$  

  Income tax.

     31,913           82,327     

  Corpbanca Colombia acquisition

     4,192           (2,421)    

  Less:

     

Monthly Provisional Payment

     (23,675)          (30,458)    

Tax credit for training costs

     (1,595)          (1,006)    

Tax credit for donations

     (315)          (394)    

Tax credit for property taxes on leased real estate assets

     (993)          (519)    

Other taxes to be recovered (1)

     (470)          (2,371)    
  

 

 

    

 

 

 

Total

     9,057           45,158     
  

 

 

    

 

 

 

(1) Corresponds to tax refunds of prior years

b)  Effect on income

The tax expense for the years ended December 31, 2011, 2012 and 2013 is comprised of the following items:

 

     As of December 31,  
           2011                  2012                  2013        
     MCh$      MCh$      MCh$  

   Income Tax expense

        

   Current tax expense

     (21,099)          (31,913)          (82,327)    

   Deferred taxes

        

   Deferred tax expenses/ (benefit)

     (1,963)          9,488           18,940     
  

 

 

    

 

 

    

 

 

 

   Subtotal

     (23,062)          (22,425)          (63,387)    

  Others

     (241)          (488)          (1,104)    
  

 

 

    

 

 

    

 

 

 

  Net expense for income taxes

     (23,303)          (22,913)          (64,491)    
  

 

 

    

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

c)  Effective tax rate reconciliation

The table below represents the effective tax rate reconciliation for the years ended December 31, 2011, 2012 and 2013.

The main tax rates of countries reported consolidated are: Chile 20%, Colombia 34%, U.S. 34% (The statutory rates).

     As of December 31  
     2011      2012      2013  
       Tax Rate          Amount          Tax Rate          Amount          Tax Rate          Amount    
     %      MCh$      %      MCh$      %      MCh$  

Calculation of statutory rate

     20           28,124           20           28,413           20           47,946     

Other permanent diferences (*)

     (2)          (3,315)          (7)          (10,381)          (9)          (21,746)    

Rate change income tax

     (1)          (1,750)          -           204           -           82     

Effect subsidiary rates Colombia - New York (**)

                 
     -           244           3           4,677           17           38,209     
  

 

 

    

 

 

 
     17           23,303           16           22,913           27           64,491     
  

 

 

    

 

 

    

 

 

 

(*)This line includes the foreign exchange effect related to the Colombia and New York entities (foreign exchange gain of MCh$11,197 in 2013 and a foreign exchange loss of MCh$7,048 in 2012).

(**) This line reflects the differences in tax rates in other jurisdictions.

d)  Other comprehensive income – tax effects

The table below sets for a summary of the deferred tax effect on other comprehensive income for the years ended December 31, 2011, 2012 and 2013, which consists of the following items:

Tax effect of “OCI” that will be reclassified to profit in subsequent periods:

 

            As of December 31,  
     Note          2011              2012              2013      
            MCh$      MCh$      MCh$  

Financial assets available-for-sale

        461           888           (911)    

Hedge of a net investment in New York Branch

       8b)          220           (147)          568     

Cash Flow hedge

        298           (361)          842     
     

 

 

    

 

 

    

 

 

 

Total charge to other comprehensive income

     23f)          979           380           499     
     

 

 

    

 

 

    

 

 

 

“OCI” that will not be reclassified subsequently to profit or loss:

 

     As of December 31,  
         2011              2012              2013      
      MCh$        MCh$        MCh$   

Remeasurement of defined benefit obligation

             (10,301)          3,300    

Income tax relating to defined benefit obligation

             3,440          (1,122)    
        
  

 

 

    

 

 

    

 

 

 

Total

             (6,861)          2,178    
  

 

 

    

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

e)  Effect of deferred taxes

Below are the effects of deferred taxes on assets and liabilities assigned as a result of timing differences (*):

 

     As of December 31,  
     2012      2013  
     Assets      Liabilities      Net      Assets      Liabilities      Net  
Concepts:    MCh$      MCh$      MCh$      MCh$      MCh$      MCh$  

Provisions for loans losses

     22,258         -                22,258          26,167         -                26,167    

Accrued interest and inflation-indexing related to past-due loan portfolio

     3,500         -                3,500          3,401         -                3,401    

Unearned Price differences

     134         -                134          93         -                93    

Employees related provisions

     4,837         -                4,837          4,316         -                4,316    

Subsidiary tax loss

     2,577         -                2,577          3,553         -                3,553    

Depreciation of plant and equipment

     -               (3,508)         (3,508)         -               (1,653)         (1,653)   

Leases and other

     -               (32,723)         (32,723)         -               (34,249)         (34,249)   

Corpbanca Colombia Intangibles

     -               (78,203)         (78,203)         -               (117,168)         (117,168)   

Other Intangibles Corpbanca Colombia

     -               -                -               23,326         -                23,326    

Other

     7,278         (6,280)         998          28,362         (26,397)         1,965    
  

 

 

    

 

 

 

Total net asset (liability)

     40,584         (120,714)         (80,130)         89,218         (179,467)         (90,249)   
  

 

 

    

 

 

 

(*) This note incorporates the deferred tax balances of Corpbanca Colombia and its subsidiaries, which in the case of companies in Colombia, fluctuations in such balances from the date of acquisition forward are recognized in the income statement (see Note 12 “Investments in other companies”, letter b” Business Combination”).

On July 29, 2010 was enacted in Chile Law No. 20,455, “Amends several laws to obtain resources for financing the reconstruction of the country”, and was published in the “Diario Oficial” on July 31, 2010. This law, among other things, established a temporary increase of the tax rate for years 2011 and 2012 (to 20% and 18.5%, respectively) and back again to 17% by 2013.

Law 20630 of Chile, which introduced tax reforms to finance the education system and also to improve the tax system by closing loopholes and eliminating certain tax exemptions became effective on September 27, 2012. The main change was that tax rate was increased from 17% to 20%, this new rate is applicable from January 1, 2012.

As a result of the change in the tax rate its effect on deferred tax assets and liabilities to be reversed in those years in comparison with those calculated previously, the Company recognizes a credit to income tax of MCh$82 at December 31, 2013 (MCh$204 at December 31, 2012, charge of MCh$1,750 at December 31, 2011).

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 16 -      OTHER ASSETS

a) The detail of other assets is as follows:

 

         As of December 31,    
2012
         As of December 31,    
2013
 
     MCh$      MCh$  

 Rentals in advance (1)

     20,715           19,067     

 Accounts and Notes receivable

     49,397           101,087     

 Prepaid expenses

     14,105           20,952     

 Projects under development (2)

     14,529           24,688     

 Assets for Leasing (3)

     17,123           46,768     

 Assets received in lieu of payment (4)

     4,038           4,347     

 Exchange documents without presence

     1,960           1,213     

 Guarantees constituted due toa threshold effect (5)

     18,635           50,832     

 Other

     9,401           24,164     
  

 

 

    

 

 

 

 Total

     149,903          293,118    
  

 

 

    

 

 

 

 

(1)

Rent paid in advance for SMU ATMs (See Note 33.b)

(2)

Information system and other projects under development.

(3)

Fixed assets available for delivery under the financial leases. Within this item, are included items recovered from leasing kept for sale, corresponding to computers, furniture, and transportation equipment. These assets are available for a sale and have a high probability of being sold. For most of such assets, the Bank expectes to complete the sale within one year from the date when the assets are classified as available for sale and/or lease assets recovered held for sale.

(4)

The provisions for assets received in lieu of payment are recorded as a provision for the difference between initial value and any additions or currency restatement and its realizable value, where the former is greater. See letter b) below

(5)

Guarantees for financial transactions.

 

b)  The change due to received assets in lieu of payment during 2012 and 2013 is as follows:

 

     As of December 31,  
             2012                      2013          
     MCh$      MCh$  

 Balance as of January 1

     3,497           4,038     

 Receipts

     4,214           4,171     

 sales

     (3,659)          (3,813)    

 Provision

     (14)          (49)    
  

 

 

    

 

 

 

 Balance as of December 31

     4,038           4,347     
  

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 17 -      CURRENT ACCOUNTS, DEMAND DEPOSITS, TIME DEPOSITS AND SAVING ACCOUNTS

As of December 31, 2012 and 2013, current accounts and demands deposits consist of the following:

 

     As of December 31,  
             2012                      2013          
     MCh$      MCh$  

 a) Current accounts and demand deposits

     

 Current Accounts

     839,588          1,468,622    

 Other deposits and sight accounts

     84,179          1,737,779    

 Other sight liabilities

     38,096          53,128    

 Advance payments received from customers

     114,144          138,312    

 Other sight liabilities

     36,668          53,542    
  

 

 

    

 

 

 

 Total

     1,112,675          3,451,383    
  

 

 

    

 

 

 
As of December 31, 2012 and 2013, time deposits and saving accounts consist of the following:   
     As of December 31,  
     2012      2013  
             MCh$                      MCh$          

 b) Time deposits and saving accounts

     

 Time deposits

     7,248,774         7,273,216   

 Deposits due

     -               -         

 Term Savings Accounts

     390,570         32,630   

 Other term creditor Balances

     43,331           31,857     
  

 

 

    

 

 

 

 Total

     7,682,675          7,337,703    
  

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 18 -      BORROWINGS FROM FINANCIAL INSTITUTIONS

As of December 31, 2012 and 2013, borrowings from financial institutions include the following:

 

     As of December 31,  
     2012      2013  
           MCh$                  MCh$        

 Loans obtained from financial institutions and the Chilean Central Bank

     -              -        
  

 

 

    

 

 

 

 Subtotal

     -              -        
  

 

 

    

 

 

 

 Loans obtained from local financial institutions

     

 Bank of Tokyo Mitsubishi (Chile)

     -              -        
  

 

 

    

 

 

 
     -              -        

 Subtotal

     

 Loans obtained from foreign financial institutions

     

 Bank of America

     50,896          49,182    

 Bank of Montreal Toronto

     23,958          31,571    

 Banco Del Estado

     9,594          5,264    

 Banco Latinoamericano de Comercio Exterior SA

     19,191          10,573    

 Findeter S.A.-Financiera del Desarrollo Territorial

     -              80,372    

 Bancoldex

     46,920          59,821    

 Bank of New York

     23,479          25,794    

 Banck of Nova Scotia

     14,375          21,056    

 Banco de Bogota Miami Agency

     9,606          -        

 Banco Latino Bladex

     8,718          -        

 Banco de la producción S.A. Produbanco

     -              28,463    

 OCBC Bank

     7,187          21,056    

 Royal Bank of Scotland

     21,562          18,424    

 Citibank N.A.

     74,263          84,171    

 Commerzbank A.G.

     60,947          91,908    

 Corporacion Andina de Fomento

     22,774          26,003    

 Deutsche Bank USA

     40,729          42,696    

 ING Bank N.V Amsterdam

     10,474          54,095    

 HSBC England

     4,797          13,160    

 JP Morgan Chase

     15,815          10,528    

 Standard Chartered Bank

     198,640          168,621    

 Sumitomo Mitsui

     46,265          74,049    

 Toronto Dominion Bank

     14,375          20,181    

 Wachovia Bank N.A.

     24,024          26,049    

 Bladex Pamana

     23,958          44,797    

 Banco Crédito del Peru

     -              13,168    

 Fifth Third Bank

     -              10,566    

 Mercantil Commercebank

     19,312          15,266    

 Wells Fargo Bank

     67,101          91,170    

 Swedbank

     7,194          7,911    

 Ban Bogota Panama

     4,792          -        

 Bancolombia

     11,078          9,405    

 Banco Bogota - Colombia

     -              1,505    

 Banco Bogota - Miami

     1,492          -        

 Other banks

     86,005          117,015    
  

 

 

    

 

 

 

 Subtotal

     969,521           1,273,840     
  

 

 

    

 

 

 
     
  

 

 

    

 

 

 

 Total

     969,521          1,273,840    
  

 

 

    

 

 

 

 

The detail of borrowings from financial institutions by maturity is as follows:

     
     As of December 31,  
     2012      2013  
           MCh$                  MCh$        

 Due within 1 year

     766,891          1,159,661    

 Due within 1 year but within 2 years

     166,218          30,018    

 Due within 2 year but within 3 years

     31,934          11,270    

 Due within 3 year but within 4 years

     2,987          8,975    

 Due within 5 year but within 5 years

     1,423          8,639    

 Due after 5 years

     68          55,277    
  

 

 

    

 

 

 
     969,521          1,273,840    

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 19 -      DEBT ISSUED AND OTHER FINANCIAL OBLIGATIONS

As of December 31, 2012 and 2013, the composition of these items is as follows:

 

     As of December 31,  
           2012                  2013        
     MCh$      MCh$  

 Debt issued

     

 Letters of credit

     147,688          118,489    

 Bonds

     1,044,124          1,521,952    

 Subordinated bonds

     694,792          774,116    

 Subtotal

     1,886,604          2,414,557    
  

 

 

    

 

 

 

 Other financial obligations

     

 Public Sector liabilities

     10,618          7,458    

 Borrowings from domestic financial institutions

     5,932          8,227    

 Foreign Borrowings

     1,570           1,122    
     
  

 

 

    

 

 

 

 Subtotal

     18,120          16,807    
  

 

 

    

 

 

 
     
  

 

 

    

 

 

 

 Total

           1,904,724                2,431,364    
  

 

 

    

 

 

 

Debt classified as short term includes demand obligations or obligations that will mature in less than one year. All other debt is classified as long term, and is detailed as follows:

 

     As of December 31, 2012  
         Long Term              Short Term              Total      
     MCh$      MCh$      MCh$  

 Letters of credit

     128,767          18,921          147,688    

 Bonds

     929,949          114,175          1,044,124    

 Subordinated bonds

     690,970          3,822          694,792    
  

 

 

    

 

 

    

 

 

 

 Debt issued

     1,749,686          136,918          1,886,604    
  

 

 

    

 

 

    

 

 

 

 Other financial obligations

     10,161           7,959           18,120     
  

 

 

    

 

 

    

 

 

 
     As of December 31, 2013  
         Long Term              Short Term              Total      
     MCh$      MCh$      MCh$  

 Letters of credit

     98,859          19,630          118,489    

 Bonds

     1,464,497          57,455          1,521,952    

 Subordinated bonds

     774,116          -               774,116    
  

 

 

    

 

 

    

 

 

 

 Debt issued

     2,337,472          77,085          2,414,557    
  

 

 

    

 

 

    

 

 

 

 Other financial obligations

     7,317           9,490           16,807     
  

 

 

    

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The detail of letter of credit by maturity is as follows:

 

     As of December 31  
           2012                  2013        
     MCh$      MCh$  

Due within 1 year

     18,922          19,630    

Due after 1 year but within 2 years

     17,172          15,187    

Due after 2 years but within 3 years

     16,485          11,040    

Due after 3 years but within 4 years

     14,178          11,513    

Due after 4 years but within 5 years

     12,380          9,186    

Due after 5 years

     68,551          51,933    
  

 

 

    

 

 

 

Total mortgage finance bonds

         147,688              118,489    
  

 

 

    

 

 

 

The detail of bonds issued is as follows:

 

     As of December 31  
     Expiration
Date
   Interest rate   Currency    2012      2013  
                   MCh$      MCh$  

BCOR-J0606

   01-06-2016    4.00%   UF      32,283          23,069    

BCOR-L0707

   01-07-2017    3.40%   UF      92,575          94,336    

BCOR-M1207

   01-06-2013    3.40%   UF      114,175            

Bonds-R0110

   09-07-2020    4.00%   UF      119,781          121,828    

Bonds-AI0710

   01-07-2020    3.00%   UF      108,325          111,246    

Bonds-AD0710

   01-07-2015    3.00%   UF      46,213          47,066    

Bonds-Q0110

   09-01-2015    3.60%   UF      112,565          113,310    

Bonds-O0110

   09-07-2015    6.30%   $      22,839          22,966    

Bonds-P0110

   09-07-2020    7.30%   $      23,957          23,917    

BCORAE0710

   01-07-2016    3.00%   UF      231,011          236,526    

BCORAF0710

   01-07-2017    3.00%   UF      140,400          143,288    

BCORUSDD0118

   15-01-2018    3.125%   US              382,465    

Financial Flat rate Bonds

   09-02-2016    12.36%   US              3,333    

Financial Bonds UVR

   03-08-2018    6.36%   US              14,210    

Financial Bonds DTF

   09-02-2014    6.08%   US              471    

Financial Bonds IBR

   03-08-2014    5.10%   US              24,293    

Financial Bonds IPC

   10-12-2019    6.18%   US              159,628    
             
          

 

 

 

Total bonds

                 1,044,124              1,521,952    
          

 

 

    

 

 

 

The detail of bonds issued by maturity is as follows:

 

     
                   As of December 31  
                   2012      2013  
                   MCh$      MCh$  

Due within 1 year

             114,402          57,455    

Due after 1 year but within 2 years

             -              212,046    

Due after 2 years but within 3 years

             181,545          280,038    

Due after 3 years but within 4 years

             263,294          270,054    

Due after 4 years but within 5 years

             232,831          422,305    

Due after 5 years

             252,052          280,054    
          

 

 

    

 

 

 

Total bonds

                 1,044,124              1,521,952    
          

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The detail of subordinated bonds is as follows:

 

     As of December 31  
     Expiration
Date
   Interest rate   Currency    2012      2013  
                   MCh$      MCh$  

Series UCOR-Y1197

   01-11-2022    6.50%   UF      8,502          8,076    

Series UCOR-Z1197

   01-11-2022    6.50%   UF      19,771          18,785    

Series UCOR-V0808

   01-08-2033    4.60%   UF      121,606          124,174    

Series UCOR AA-0809

   09-08-2035    4.90%   UF      111,700          113,915    

Serie UCOR BN0710

   01-07-2040    4.00%   UF      69,546          71,015    

Serie UCOR BI0710

   01-07-2035    4.00%   UF      27,271          27,817    

Serie UCOR BL0710

   01-07-2038    4.00%   UF      94,740          96,646    

Serie UCORBF0710

   01-07-2032    4.00%   UF      11,190          122,899    

Serie UCORBJ0710

   01-07-2036    4.00%   UF      120,235          11,436    

Serie UCORBP0710

   01-07-2042    4.00%   UF      32,670          33,379    

Serie A - issued Corpbanca Colombia

   30-03-2017    10.84%   COP      1,324          1,332    

Serie A - issued Corpbanca Colombia

   30-03-2019    10.79%   COP      588          592    

Serie B - issued CorpBanca Colombia.

   30-03-2017    IPC+6,35   COP      9,078          8,931    

Serie B - issued CorpBanca Colombia.

   30-03-2019    IPC+4,45   COP      27,703          27,507    

Serie B - issued CorpBanca Colombia.

   30-03-2017    IPC+4,45   COP      38,868          38,631    

Serie AS10 - issued CorpBanca Colombia.

   07-02-2023    IPC+3,89   COP              28,694    

Serie AS15- issued CorpBanca Colombia.

   07-02-2028    IPC+4   COP              40,288    
             
          

 

 

 

Total subordinated bonds

                 694,792              774,116    
          

 

 

    

 

 

 

The detail of subordinated bonds by maturity is as follows:

 

     As of December 31  
           2012                  2013        
     MCh$      MCh$  

Due within 1 year

     -              -        

Due after 1 year but within 2 years

     -              -        

Due after 2 years but within 3 years

     -              10,340    

Due after 3 years but within 4 years

     10,402          66,482    

Due after 4 years but within 5 years

     66,571          -        

Due after 5 years

     617,819          697,294    
  

 

 

    

 

 

 

Total subordinated bonds

     694,792          774,116    
  

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The detail of other financial obligations by maturity is as follows:

 

Other Financial Obligations

  
     As of December 31   
           2012                  2013        
     MCh$      MCh$  

Due within 1 year

     2,027          1,263    

Due after 1 year but within 2 years

     363          552    

Due after 2 years but within 3 years

     841          125    

Due after 3 years but within 4 years

     466          386    

Due after 4 years but within 5 years

     522          734    

Due after 5 years

     7,969          5,520    
  

 

 

    

 

 

 

Total long term obligations

     12,188          8,580    
  

 

 

    

 

 

 

The detail of other short term financial obligations is as follows:

     

Amounts due to credit card operators

     5,932          8,227    

Total short term financial obligations :

     5,932          8,227    
  

 

 

    

 

 

 

Total other financial obligations

     18,120          16,807    
  

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 20 -    PROVISIONS

As of December 31, 2012 and 2013 the Bank has recorded the following provisions and changes in its provisions:

a.  Other provisions

The provisions as of December 31, 2012 and 2013 are as follows:

 

         As of December 31      
     2012     2013  
     MCh$     MCh$  

Provisions for employee benefits and salaries

     73,088         80,801    

Accrual for mandatory dividends

     60,040         77,547    

Allowances for contingencies

     3,112          6,584     
  

 

 

   

 

 

 

 

Total

  

 

 

 

      136,240 

 

  

 

 

 

 

      164,932 

 

  

  

 

 

   

 

 

 

Employee benefits and staff salaries

This item includes the following provisions related to: a) provisions for staff benefits and payroll, b) provisions compensation for years of service indemnities, c) provisions for other employee benefits (including defined benefit plan in Colombia) and d) provisions for vacations.

Mandatory Dividends

Corresponds to the minimum dividends to be paid.

Contingencies

Includes estimates for probable losses.

b.    The provision balance changes during 2012 and 2013, were as follows:

 

     As of December 31, 2012  
     Employee
benefits and
 staff salaries 
     Mandatory
Dividends
     Contingencies      Total  
  

 

 

 
     MCh$      MCh$      MCh$      MCh$  

Balance as of January 1, 2012

     4,801           36,855          374          42,030     

Established provision

     30,828           60,040          4,902          95,770     

Provisions released

     (9,655)          (36,855)         (6,606)         (53,116)    

Colombia CorpBanca bank acquisition

     47,114           -         4,577          51,691     

Other changes

     -               -         (135)         (135)    
  

 

 

 

Balance as of December 31, 2012

     73,088           60,040          3,112          136,240     
  

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

     As of December 31, 2013  
     Employee
benefits and
 staff salaries 
     Mandatory
Dividends
     Contingencies      Total  
  

 

 

 
     MCh$      MCh$      MCh$      MCh$  

Balance as of January 1, 2013

     73,088          60,040          3,112          136,240    

Established provision

     45,893          77,547          107          123,547    

Provisions released

     (51,769)         (60,040)         (57)         (111,866)   

Helm CorpBanca bank acquisition

     11,231          -               12          11,243    

Other changes

     2,358          -               3,410          5,768    
           
  

 

 

 

Balance as of December 31, 2013

     80,801           77,547          6,584          164,932    
  

 

 

 

Employee benefits and staff salaries are recorded in “Personnel salaries expenses.” Mandatory dividends are recorded against “Accrual for mandatory dividends” in the Shareholders Equity Statement, and the contingency provisions/(releases) are included in Other Operating (Expenses)/Income, depending on whether they are debit or a credit.

The provisión balance changes during 2012 and 2013, shown below (contingencies):

 

                As of December 31,      
            2012      2013  
            MCh$      MCh$  

Balance as of January 1

        374          3,112    

Established provision

     32b)         4,902          107    

Provisions released

     32a)         (6,606)         (57)   

Acquisition Helm

        4,577          12    

Other

        (135)         3,410    
     

 

 

    

 

 

 

Balance as of December 31

              3,112                6,584    
     

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

c.     Provisions employee benefits and staff salaries

 

     As of December 31,      
  

 

 

     

 

 

   
     2012         2013      
     MCh$         MCh$      

Provision for severance indemnities

             52,205       (*)             47,435       (*)

Provision for other employee benefits

     15,365           26,088      

Provision for vacations

     5,518           7,278      
  

 

 

     

 

 

   

Total

     73,088           80,801      
  

 

 

     

 

 

   

(*) In 2013, this amount includes amounts for MCh$3,349 (MCh$3,073 in 2012) (Long-term employee benefits) and MCh$43,815 (MCh$49,067 in 2012) (Retirement benefit plan) from the Colombian subsidiaries.

i) Long-term employee benefits

The Bank’s employees are entitled to receive years of service awards starting with the 5th year employment anniversary and each five years thereafter. This award is paid in the month when the employee celebrates his/her corresponding employment anniversary.

1.-Assumptions used

The main assumptions used in the valuation are presented in the following tables:

Summary of economic assumptions

 

     As of December  
     2012                    2013  
     %                        %  

Discount rate(s)

             6.50                  5.75   

Expected rate(s) of salary increase

     5.5        5.0   

Summary of key demographic hypotheses

 

Retirement Age                       55 years (men) and 50 years (women), both with 20 years of service or 30 years of service with no age requirement.
Mortality   RV-08 mortality table “Annuitants Valid” Colombian market.

2.-Methodology

Cost Method

To determine the cost of benefits, the method of the projected unit credit was used (to be described, as well as treatment costs).

Method applied to assets

The plan does not have its own assets.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Financing

This plan is financed entirely by the stocks included in the statement of financial position of the entity.

Others

For fiscal year 2013, it is assumed that the nominal discount rate decreases from 6.5% to 5.75% annual. Additionally, the rate of wage increase of 5.5% decreased to 5.0% annual. Other assumptions (economic and demographic) are equal to those used in the previous year.

The movements in the present value of the defined benefit obligation and the amounts recognized in the statement of income in respect of this award are determined using the projected unit credit method and consisted of the following:

 

Changes in provision            As of December 31,          
           2012     2013        
  

 

 

 
           MCh$     MCh$        

Present value of the liability at the beginning of fiscal year

             2,658             3,073    

Increase in existing provision

     808         667    

Payments

     (393)        (419)   

Effect of change in actuarial factors

     -              -         

Others

     -               28    
    
  

 

 

 

Total

     3,073         3,349    
  

 

 

 

 

Cost of net profit           As of December 31,         
           2012     2013        
  

 

 

 
           MCh$     MCh$        

Current service cost

               622            479    

Interest expense on obligation

     186        188    

Effect of change in actuarial factors

     -            -        
  

 

 

 
        808           667    
  

 

 

 

ii) Retirement benefit plan

The retirement pension liability is recorded based on the present value of the pension obligation for employees who meet certain statutory requirements as to age, length of service and other, determined in accordance with actuarial adjustments under the existing Colombian law.

The present value of the defined benefit obligation was measured using the Projected Unit Credit Method and Other long-term employee benefits.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

1.- Assumptions used:

The principal assumptions used in the valuation are presented in the following tables:

Summary of economic hypotheses

 

     As of December 31,  
             2012                      2013          
  

 

 

 
     %      %  

Discount rate(s)

     6.50         6.75    

Expected rate(s) of salary increase

     5.5         5.0    

Inflation rate

     3.5         3.0    

Increase of pensions (nominal)

     3.0         3.0    

2.-Methodology

Cost Method

To determine the cost of benefits, the method of the Projected Unit Credit (PUC) was used, according to the provisions of IAS 19 (revised 2011). Under the PUC method, the “projected accrued benefit” is calculated for each benefit. For all active members of the plan, the “projected accrued benefit” is based on the formula of the Plan and the years of service to the date of calculation, but using a salary average, social security benefits and others, projected to the age at which it is assumed that the employee will no longer provide services. The defined benefit obligation is the present value of the “projected benefits accrued”.

The service cost is the amount of benefits earned in the year by the active members as a result of a year of credited service value.

The interest cost for the year is the interest on the defined benefit obligation.

Method applied to assets

The plan does not have its own assets

Financing

This plan is financed entirely by the stocks included in the statement of financial position of the entity.

Others

Actuarial results are explained mainly due to the increase in the discount rate (6.75% in 2013 compared to 6.5% in 2012 and the decline in the growth scenario of pensions in payment (3.0% in 2013 compared to 3.5% in 2012).

Amounts recognized in the income statement in respect of these defined benefit plans were as follows:

 

Changes in provision    As of December 31,  
             2012                     2013          
  

 

 

 
     MCh$             MCh$          

Present value of the liability at the beginning of fiscal year

     40.892        49.067     

Increase in existing provision

     3.455        3.073     

Payments

     (5.581     (5.476)    

Effect of change in actuarial factors

     10.301        (3.300)    

Others

     -            451     
  

 

 

 

Total

     49.067        43.815     
  

 

 

 

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Cost of net profit        As of December 31,      
     2012      2013  
  

 

 

 
       MCh$        MCh$  

Current service cost

     -             -         

Interest expense on obligation

     3.455         3.073     

Effect of change in actuarial factors

     10.301         (3.300)     
  

 

 

 
     13.756         (227)     
  

 

 

 

iii) Actuarial Valuation Nature

Future actuarial calculations may differ with respect to the calculations presented, due to the following factors:

 

    The experience of the plans differ from those anticipated by economic and demographic hypotheses selected.
    Changes in economic and demographic assumptions.
    Increases or decreases expected as a natural part of the operation of the methodology for these calculations (example, the end of the amortization period or additional costs based on the funding status of the plan).
    Changes in the characteristics of the plan or applicable law, and

According to the above, there are no significant events affecting the results presented since the last valuation.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 21 -    OTHER LIABILITIES

As of December 31, 2012 and 2013, other liabilities are as follows:

 

     As of December 31,  
             2012                      2013          
       MCh$                MCh$          

Accounts payable for Helm TOB (1)

     -         83.998     

Accounts and notes payable (2)

     46.173           61.030     

Dividends payable

     296           307     

Unearned income

     2.300           6.000     

Valuation adjustments of hedging (3)

     10.083           1.010     

Various creditors

     14.101           5.987     

Provision for commissions and consulting fees

     1.640           1.212     

Guarantees given by threshold effect

     -           19.110     

Other liabilities

     5.275           6.853     
  

 

 

    

 

 

 

Total

     79.868          185.507    
  

 

 

    

 

 

 

 

(1)

Accounts payable for the Helm TOB (see detail in Note 12 d ) “Investments in Other Companies” and Note 38 “Subsequent Events”).

 

(2)

Group obligations for business operations, such as withholding taxes, social security contributions, balances due on purchases of materials, balances due on obligations for leasing contracts for acquisition of fixed assets and other.

 

(3)

Corresponds to the changes in fair value of hedged items under fair value hedges.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 22 -     CONTINGENCIES, COMMITMENTS AND RESPONSIBILITIES

 

a)

Off-balance commitments and responsibilities:

The Bank, its subsidiaries and its New York branch maintain off-balance sheet accounts as follows:

 

      As of December 31 
2012
      As of December 31 
2013
 
     MCh$      MCh$  

CONTINGENT LOANS

     2,396,064         2,751,929   

Collaterals and Guarantees

     239,800         200,759   

Collaterals and Guarantees in Chilean currency

     -             -       

Collaterals and Guarantees in foreign currency

     239,800         200,759   

Confirmed foreign letters of credit

     19,604         15,762   

Letters of credit

     80,076         99,031   

Performance bonds

     674,263         761,728   

Interbank letters of guarantee

     -             -       

Cleared lines of credit

     1,031,903         1,399,496   

Other credit commitments

     350,418         275,153   

Other contingent loans

     -             -       

THIRD PARTY OPERATIONS

     660,249         1,279,978   

Collections

     27,016         22,602   

Foreign Collections

     18,770         13,607   

Domestic Collections

     8,246         8,995   

Placement or sale of financial securities

     -             -       

Placement of public securities issues

     -             -       

Sale of bank transaction letters of credit

     -             -       

Other security sales

     -             -       

Transferred financial assets administered by the bank

     41,373         230,511   

Assets assigned to Insurance Companies

     41,373         37,156   

Securitized assets

     -             -       

Other assets assigned to third parties

     -             193,355   

Third party funds under management

     591,860         1,026,865   

Financial assets under management on behalf of third parties

     591,860         1,026,865   

Other assets under management on behalf of third parties

     -             -       

Financial assets acquired in own name

     -             -       

Other assets acquired in own name

     -             -       

SECURITIES CUSTODY

     585,424         536,341   

Securities in custody held by the bank

     88,672         113,895   

Securities in custody deposited in another entity

     410,904         334,752   

Bank-issued Securities

     85,848         87,694   

Term deposit notes

     85,848         87,694   

Saleable letters of credit

     -             -       

Other documents

     -             -       

COMMITMENTS

     -             -       

Underwriting transaction guarantees

     -             -       

Asset acquisition commitments

     -             -       
  

 

 

    

 

 

 

Total

  

 

 

 

3,641,737

 

  

  

 

 

 

4,568,248

 

  

  

 

 

    

 

 

 

The information above only includes the most significant balances.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b) Pending litigation

As of December 31, 2013 and 2012, there were lawsuits pending against the Bank relating to loans and other matters. In the opinion of management and the Bank’s legal counsel there were no probable material contingent losses to disclose or possible material contingent losses recorded or to be disclosed.

c) Contingent loans

The following table details the Bank’s contractual obligations:

 

     As of December 31  
     2012      2013  
     MCh$      MCh$  

Sureties and guarantees

     239,800         200,759   

Letters of credit

     80,076         99,031   

Confirmed foreign letters of credit

     19,604         15,762   

Performance bonds

     674,263         761,728   

Amounts available on lines of credit and credit cards

     1,031,903         1,399,496   

Appropriations for Higher Education Law No. 20,027

     319,111         224,265   

Other

     31,307         50,888   
  

 

 

    

 

 

 

Total

     2,396,064         2,751,929   

d) Assets held in custody

The Bank holds the following assets under management:

 

     As of December 31  
     2012      2013  
     MCh$      MCh$  

Notes under collection

     27,016         22,602   

Financial assets transferred to and managed by the bank

     41,373         230,511   

Third party resources managed by the bank

     591,860         1,026,865   

Securities held in custody

     585,424         536,341   
  

 

 

    

 

 

 

Total

     1,245,673         1,816,319   
  

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

e) Guarantees

e.1) Corpbanca

Assets given as collateral

 

             As of December 31      
          2012      2013  
          MCh$      MCh$  

Securities

        17,549         2,766   

Deposits

        —           9   

Other

        5,619         10,888   
     

 

 

    

 

 

 

Total amount given as collateral

        23,168         13,663   
     

 

 

    

 

 

 

e.2) Corpbanca Corredores de Bolsa S.A. (CCB)

Direct Commitments. As of December 31, 2013 and 2012, the Company does not have any direct commitments.

Guarantees constituted over Assets Established in Favor of Third-Party Obligations. As of December 31, 2013 and 2012, the Company does not have any real guarantees in assets established in favor of third parties.

Personal Guarantees. As of December 31, 2013 and 2012, the Company has not granted any personal guarantees.

Operating Guarantees

In compliance with articles 30 and 31 of Law No. 18,045 (Securities Market Law), the Company has established a guarantee of UF 4,000 maturing April 22, 2014, through Compañía de Seguros de Crédito Continental S.A., designating the Santiago Stock Exchange as its depositary and custody institution.

On September 29, 2012, an employee fidelity insurance policy with US$ 10,000,000 in coverage from CHUBB de CHILE Compañía de Seguros Generales originally expiring September 29, 2012, was extended. The new policy matured September 29, 2013 and its direct beneficiary was Corpbanca Corredores de Bolsa S.A. On September 29, 2013, this policy was extended for 30 days until October 29, 2013.

On October 29, 2013, an employee fidelity insurance policy with US$ 10,000,000 in coverage was purchased from ORION SEGUROS GENERALES, expiring October 29, 2014.

The Company has shares in the stock exchanges to guarantee simultaneous operations for a total of MCh$ 10,887 (MCh$ 17,646 in December 2012), which was complemented in December 2012 with MCh$ 501 in fixed income instruments.

The company has established guarantees for US$ 100,000 equivalent to MCh$ 53 and US$ 30,137.69 equivalent to MCh$ 16 (US$ 100,000 equivalent to MCh$ 48 and US$ 30,137.69 equivalent to MCh$ 14 in December 2012) to guarantee transactions with foreign traders.

The Company has fixed income instruments and cash deposits in the Santiago Stock Exchange to guarantee transactions in the Securities Settlement and Clearing House that totaled MCh$ 2,766 and MCh$ 1,378, respectively, in December 2013 (MCh$ 5,047 and MCh$ 0 in December 2012).

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

e.3) Corpbanca Agencia de Valores

Direct Commitments. As of December 31, 2013 and 2012, the Company does not have any direct commitments.

Guarantees constituted over Assets Established in Favor of Third-Party Obligations As of December 31, 2013 and 2012, the Company does not have any real guarantees in assets established in favor of third parties.

Personal Guarantees. As of December 31, 2013 and 2012, the Company has not granted any personal guarantees.

Operating Guarantees

In compliance with article 30 of Law No. 18,045 (Securities Market Law), the Company has established a guarantee of UF 4,000 maturing December 01, 2014 through Mapfre Garantía y Crédito S.A. Compañía de Seguros, designating Corpbanca as a depositary and custody institution.

On September 1, 2011, the Company established an additional guarantee of UF 24,000 maturing June 30, 2012 through Mapfre Garantía y Crédito S.A. Compañía de Seguros, designating Corpbanca as its depositary and custody institution. In addition, during the month of March, the Company expanded the amount of that policy by UF 15,000, for a total of UF 39,000. On June 30, 2012, the Company renewed this additional policy for UF 39,000 from Mapfre Garantía y Crédito S.A. and expanded it to UF 54,000 maturing June 30, 2013, designating Corpbanca its depositary and custody institution. On June 30, 2013, the additional policy was renewed with Mapfre Seguros Generales S.A., reducing the amount insured to UF 26,000 maturing June 30, 2014.

f) Other Liabilities

f.1) Corpbanca

 

 

The Bank is authorized to transfer to its customers any obligations for deferred customs duties arising from imports of leased assets. These transfers take place with prior authorization from the National Customs Service. As of December 31, 2013 and 2012, the Bank has not transferred any customs duties obligations to its customers.

As of December 31, 2013, lease agreements for assets that have not been delivered amount to MCh$ 99,663 (MCh$ 87,806 in December 2012).

f.2) Corpbanca Corredores de Seguros

 

¡  

In order to comply with Art. 58, letter d) of DFL 251 of 1930, which states, “Insurance Brokers, in order to conduct business, must comply with the requirement of contracting insurance policies as determined by the Superintendency of Securities and Insurance, in order to correctly and fully comply with the obligations arising from its activities and especially regarding damages that may be incurred by insured parties that contract policies through the brokerage house”, the Company has contracted the following policies through Consorcio Nacional de Seguros S.A.:

2013

Effective date April 15, 2013 and expiration April 14, 2014:

 

 

 
Policy    Insured item    Insured
Amount ( UF)
 

 

 

10022061

   Civil Liability      60,000   

10022060

   Guarntee      500   

 

 

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

2012

Effective date April 15, 2012 and expiration April 14, 2013:

 

 

 
Policy    Insured item    Insured
Amount ( UF)
 

 

 

10022061

   Civil Liability      60,000   

10022060

   Guarntee      500   

 

 

f.3) Corpbanca Administradora General de Fondos S.A

 

   

On October 29, 2013, Corpbanca Administradora General de Fondos S.A. purchased a bankers blanket bond with Compañía Orion Seguros Generales, to insure itself against employee fraud, expiring October 29, 2014. The policy provides coverage of US$ 5,000,000 per claim and an annual aggregate of US$ 10,000,000.

 

   

On September 27, 2013, Corpbanca Administradora General de Fondos S.A. extended the employee fidelity insurance policy it had with Chubb de Chile Compañía de Seguros Generales S.A., until October 29, 2013.

 

   

On January 25, 2013, Corpbanca Administradora General de Fondos S.A. issued a bank guarantee to guarantee capital in favor of the beneficiaries of the Private Investment Fund Corp Inmobiliario I to be exclusively used in accordance with articles 226 and 227 of Law 18,045.

The guarantee is for UF 10,000.0000 (equivalent in pesos to MCh$ 228) and it expires on January 10, 2014.

 

   

On January 24, 2013, Corpbanca Administradora General de Fondos S.A. issued a bank guarantee to guarantee capital in favor of the beneficiaries of the Private Investment Fund Corp Inmobiliario II to be exclusively used in accordance with articles 226 and 227 of Law 18,045.

The guarantee is for UF 10,000.0000 (equivalent in pesos to MCh$ 228) and it expires on January 10, 2014.

 

   

On October 9, 2012, Corpbanca Administradora General de Fondos S.A. issued a bank guarantee from Banco Santander to guarantee faithful and timely compliance of portfolio management obligations and payment of employment and social security obligations for the contracting party’s employees, expiring March 31, 2016. The amount of the guarantee is UF 15,000.0000, equivalent in pesos to the total in UF as of the date of payment and without interest in favor of the Chilean Development Corporation, Taxpayer ID 60,706,000-2.

 

   

On September 29, 2012, Corpbanca Administradora General de Fondos S.A. extended the employee fidelity insurance policy it had with Chubb de Chile Compañía de Seguros Generales S.A., maturing September 29, 2013. The amount of the policy is US$ 10,000,000.

g) Others

g.1 Corpbanca Corredores de Bolsa S.A.

During the years ended December 31, 2013 and 2012, the Company and/or its Chief Executive Officer received the following sanctions:

a. The Company and CEO were sanctioned by the SVS through Exempt Ruling 352 of September 10, 2012, for violating NCG 12; Ruling1,819 second paragraph, number 2; the Manual of Rights and Obligations of Stock Brokers of the Santiago Stock Exchange, Ruling1,920 of 2009 and Internal Communication 10,659 of the Santiago Stock Exchange, mainly for not maintaining up to date customer records, not having copies of the national ID cards for some customers, having incomplete contracts and other matters. No court or administrative recourse was filed against this sanctioning Ruling.

b. The Company was sanctioned by the SVS through Exempt Ruling 461 of December 14, 2012, which was notified on December 20, 2012, for violating the provisions of the first paragraph of article 33 of the Securities Market Law in relation to article 188 of the Santiago Stock Exchange Regulations, for not having a customer’s consent to annul a stock purchase on the Santiago Stock Exchange for Ch$4,450,750. No court or administrative recourse was filed against this sanctioning Ruling.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

c. The Company received a warning from the Best Practices Committee of the Santiago Stock Exchange via a Ruling dated December 17, 2012 and notified on December 19, 2012, in case number 58/12 brought by Alejandro Hernández Ureta for a two day delay in refunding a balance in favor of the customer of MCh$1. No court or administrative recourse was filed against this sanctioning Ruling.

d. The Company received a sanction from the Best Practices Committee of the Santiago Stock Exchange via a Ruling dated October 4, 2013 and notified on October 9, 2013, in case number 64-2012, regarding 24 advances for simultaneous operations performed by the Company for its proprietary portfolio, in its role as short seller, that were not covered on the same day as indicated in the “Specific Audit Report of Matching of Custody and Simultaneous Operations of Corpbanca Corredores de Bolsa S.A. on February 29, 2012”, dated June 6, 2012. This committee fined the Company 300 UF. No court or administrative recourse was filed against this sanctioning Ruling and the fine was paid.

CCLV6 Sanctions as of December 31, 2013:

On December 10, 2013, the Company was fined 5 UF by the CCLV for annulling accepted transactions.

On December 3, 2013, the Company was fined 50 UF by the CCLV for hedge of net seller positions during the extraordinary period.

On November 29, 2013, the Company was sanctioned by the CCLV for hedge of net seller positions during the complement period.

On July 11, 2013, the Company was sanctioned by the CCLV for hedge of net seller positions during the complement period.

On July 4, 2013, the Company was fined 5 UF by the CCLV for annulling accepted transactions.

On July 1, 2013, the Company was fined 5 UF by the CCLV for annulling accepted transactions.

On May 24, 2013, the Company was sanctioned by the CCLV for hedge of net seller positions during the complement period.

On April 10, 2013, the Company was fined 5 UF by the CCLV for annulling accepted transactions.

On March 14, 2013, the Company was fined 5 UF by the CCLV for annulling accepted transactions.

On February 27, 2013, the Company was fined 5 UF by the CCLV for annulling accepted transactions.

On February 4, 2013, the Company was fined 21.54 UF by the CCLV for hedge of net seller positions during the verification period.

On January 28, 2013, the Company was sanctioned by the CCLV for hedge of net seller positions during the complement period.

 

6 Contraparte Central S.A. subsidiary Santiago Stock Exchange

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

On January 9, 2013, the Company was fined 50 UF by the CCLV for hedge of net seller positions during the extraordinary period.

CCLV Sanctions as of December 31, 2012:

On November 27, 2012, the Company was sanctioned by the CCLV for hedge of net seller positions during the complement period.

On November 14, 2012, the Company was fined 5 UF by the CCLV for annulling accepted transactions.

On October 1, 2012, the Company was sanctioned by the CCLV for hedge of net seller positions during the complement period.

On July 19, 2012, the Company was fined 15.48 UF by the CCLV for hedge of net seller positions during the verification period.

On February 22, 2012, the Company was fined 5 UF by the CCLV for annulling accepted transactions.

On January 11, 2012, the Company was fined 5 UF by the CCLV for annulling accepted transactions.

During the same period, its Directors have not been sanctioned by any regulator.

g2 Corpbanca Administradora General de Fondos S.A

On December 19, 2013, the Chilean Treasury seized the funds deposited in account No. 1244905 at Corpbanca that the Company had in that bank for a past due tax obligation for MCh$22, according to Administrative File 10305-2013 (Las Condes). On December 27, 2013, the tax obligation was paid and release of the seizure will soon be requested.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 23 -     SHAREHOLDERS’ EQUITY

a) Movement in Shareholders’ equity accounts (attributable to equity holders of the Bank)

As of December 31, 2013, the Bank’s issued shares are represented by the following detail, ordinary shares authorized, subscribed and paid, with no par value, detailed below:

 

    

Ordinary Shares

2012

    

Ordinary Shares

2013

 
     (number of shares)      (number of shares)  

Issued as of January 1

     250,358,194,234         293,358,194,234   

Issuance of paid shares

     43,000,000,000         47,000,000,000   

Issuance of outstanding shares

     -             -       

Repurchase of Bank´s issued shares (treasury shares)

     -             -       

Sale of bank own issued shares

     -             -       
  

 

 

    

 

 

 

Total

     293,358,194,234         340,358,194,234   
  

 

 

    

 

 

 

Capital MCh$

     638,234         781,559   

Purchase and sale of shares (treasury shares)

2012-2013

During the years presented there were no transactions related to the purchase and sale of treasury shares.

Authorized, subscribed and paid shares

2013

In an Extraordinary Meeting of the Board of Directors (January 15, 2013), the Board made the following agreements related to the Extraordinary Shareholders’ Meeting of Corpbanca held November 6, 2012:

 

 

To preferentially offer shareholders 47,000,000,000 common shares, with no par value.

 

 

To set the period for exercising the preferential right on these shares as January 16, 2013 to February 14, 2013.

 

 

To offer the issuance preferentially to the Bank’s shareholders, who will be entitled to subscribe 0.160213694 new shares for each share registered in the Shareholders’ Registry five working days before the beginning of the first preferential period.

 

 

In the preferential offer process, 100% of the shares offered were subscribed for a total of MCh$291,1687. This amount consists of MCh$ 143,325 in capital and MCh$ 147,843 in reserves.

 

7 Information shown in Statement of Cash Flows and Statement of Changes in Equity.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

2012

Authorized, subscribed and issued shares

 

   

The Extraordinary General Meeting of Shareholders (“EGA”) held on April 10, 2012, approved: a) Cancellation of the un-subscribed shares that were authorized pursuant to the terms agreed at the EGA held on January 27, 2011, reducing the Bank’s capital to 250,358,194,234 ordinary shares; and b) an increase in the Bank’s capital through the issuance of 48,000,000,000 new common shares without par value.

 

   

In the Extraordinary Board of Directors Meeting held on May 10, 2012, it was agreed to exercise the powers delegated to them by the EGA (April 10, 2012), and set the price of 43,000,000,000 common shares at the amount of $6.25 per share. The preemptive rights offering period began on May 11, 2012.

 

   

On May 11, 2012, the Santo Domingo Group exercised all of the subscription rights it received from CorpGroup at an aggregate price of US$100 million. As of June 9, 2012, which is the date the referred preemptive rights offering period ended, CorpBanca exercised its preemptive rights in the amount of US $$100 million, satisfying the SBIF’s requirement to raise at least US $200.0 million of capital prior to consummating the Banco Santander Colombia Acquisition.

 

   

At the CorpBanca Special Shareholders´ meeting on November 6, 2012, it was agreed to: 1) cancel the unplaced capital increase and 2) ratify the final capital increase of Ch$638,234,417,559, divided into 293,358,194,234 common shares fully subscribed and paid through the issuance of 47,000,000,000 common shares of no par value payment.

 

   

As of December 31, 2012, 43,000,000,000 shares of the 48,000,000,000 shares subscribed to on April 10, 2012, were paid in.

2011

At the Corpbanca’s Special Shareholders meeting held on January 27, 2011, it was agreed to increase the Bank’s issued capital through capitalization of retained earnings for 2009 and issuance of 40,042,815,984 ordinary, paid and no par value shares (representing 15% of new issued capital). At the Corpbanca’s Special Board of Directors meeting held on May 25, 2011, and in relation to the shareholders’ meeting mentioned above the following was agreed upon:

 

 

The shareholders will have a preferential right to purchase 25,500,000,000 ordinary, paid, no par value shares.

 

 

The preferential offer periods (all of them during the year 2011) will be as follows: (i) first period—from June 3rd to July 2nd; (ii) second period—from July 3rd to August 1st; and (iii) third period—from August 2nd to August 31st.

 

 

The issuance of share will be offer on a preferential basis to the shareholders of the Bank who will have the right to subscribe 0.1123797088 new shares per each share registered with the Shareholders Register as of May 28, 2010.

At the Corpbanca’s Special Board of Directors meeting held on June 2, 2011, the following was agreed upon:

 

 

To set the share price at Ch$7.35 for each one of the 25,500,000,000 shares previously mentioned.

 

 

To confirm the periods to offer the preferred shares that were agreed to on May 25, 2011.

 

 

The issued capital as of June 30, 2010 is represented by 228,306,683,253 shares which consist of 226,909,290,577 ordinary, authorized, subscribed, paid in and no par value shares (figures at December 31, 2010) and 1,397,392,676 shares issued in 2011 as a result of the transaction described previously.

 

 

During the period from June to August 2011, a total of 23,448,903,657 subscribed and paid shares were issued for a total of MCh$172,594.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Capitalization of earnings

2011

At the Special Shareholder´s meeting held on January 27, 2011 it was agreed to capitalize retained earnings at December 31, 2009 in the amount of MCh$106,869.

2012

There was no capitalization of earnings in that year.

Distribution of dividends

2013

Regarding 2012 profit, at the EGSM held on March 7, 2013, shareholders agreed to distribute MCh$ 60,040 in earnings, representing 50% of profit for the year. The remaining 50% was left as retained earnings.

2012

Regarding 2011 profit, at the EGSM held on February 28, 2012, shareholders agreed to distribute MCh$ 122,849 in earnings, representing 100% of profit for the year.

2011

At the Bank’s Ordinary General Shareholder’s meeting held on February 28, 2012 it was agreed to a dividend distribution of MCh$122,849 equivalent to 100% of the net income for the year 2011.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b) List of major shareholders

As of December 31, 2012 the list of major shareholders as follows:

 

     2012                     
         N° of Shares      Share %                         

Corp Group Banking S.A.

         134,057,111,401         45.69741%           (1     ( *) 

Compañía Inmobiliaria y de Inversiones SAGA Limitada

     22,132,275,510         7.54445%           (1     ( *) 

Corp Group Inversiones Bancarias Limitada

     11,923,200,000         4.06438%             ( *) 

Moneda S.A. AFI para Pionero Fondo de Inversión

     8,819,044,000         3.00624%          

Banco de Chile por cuenta de Terceros no Residentes

     8,103,259,765         2.76224%          

Sierra Nevada Investments Chile Dos Ltda.

     7,806,400,000         2.66105%          

Banco Itaú por cuenta de Inversionistas

     6,731,191,399         2.29453%          

Cía. de Seguros Corpvida S.A.

     6,148,916,714         2.09604%             ( *) 

SN Holding S.A.

     5,413,342,266         1.84530%          

Deutsche Bank Trust Company Americas (ADRS)

     4,800,378,500         1.63635%          

Banco Santander por cuenta de Inv. Extranjeros

     4,569,792,478         1.55775%          

CRN Inmobiliaria Limitada

     4,094,312,030         1.39567%          

AFP Provida S.A. para Fdo. Pensión C

     4,008,710,262         1.36649%          

Inv. Las Nieves S.A.

     3,790,725,224         1.29218%          

CorpBanca Corredores de Bolsa S.A.

     3,619,576,194         1.23384%          

AFP Habitat S.A. para Fdo. Pensión C

     3,502,047,948         1.19378%          

BCI Cde B S.A.

     2,671,307,937         0.91060%           (2     ( *) 

Celfin Capital S.A. C de B

     2,655,065,985         0.90506%          

AFP Capital S.A. Fondo de Pensión Tipo C

     2,388,331,813         0.81414%          

Compañía de Seguros Corpseguros S.A.

     2,386,454,421         0.81350%             ( *) 

Other Shareholders

     43,736,750,387         14.90899%         (3     (4     ( *) 
  

 

 

        

Total

      293,358,194,234      

 

 

 

100.00000%

 

  

      
  

 

 

        

 

(1)

With custody actions described in (1) and (2) above, Corp Group Banking SA reaches a 45.86786% participation and Compañía Inmobiliaria y de Inversiones SAGA Limitada 7.79343%.

 

(2)

Includes 500,000,000 shares in custody, owned by Corp Group Banking SA.

 

(3)

This group includes Deutsche Securities Corredores de Bolsa Ltda. which includes 730,400,000 shares in custody, owned Compañía Inmobiliaria y de Inversiones SAGA Limitada.

(4)

This includes other companies related to Grupo Saieh, with a share of 0.27044%.

 

(*)

In summary and according to the above, the Group’s share Saieh in CorpBanca and subsidiaries amounts to 60.90565%.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

As of December 31, 2013 the shareholder composition is as follows:

 

     Common Stock
Año 2013
        
         N° of Shares      Share %             

Corp Group Banking S.A.

     154,043,852,909         45.25933%         ( *) 

Banco Santander por cuenta de Inv. Extranjeros

     25,377,118,381         7.45600%      

Banco Itaú por cuenta de Inversionistas

     18,653,411,916         5.48052%      

Banco de Chile por cuenta de Terceros no Residentes

     18,024,857,961         5.29585%      

Compañía Inmobiliaria y de Inversiones SAGA Limitada

     18,697,285,842         5.49341%         (1 )(*) 

Deutsche Bank Trust Company Americas (ADRS1)

     10,139,985,500         2.97921%      

Moneda S.A. AFI para Pionero Fondo de Inversión

     9,974,800,000         2.93068%      

Sierra Nevada Investments Chile Dos Ltda.

     9,817,092,180         2.88434%      

Cía. de Seguros Corpvida S.A.

     7,193,390,867         2.11348%      

Corpbanca Corredores de Bolsa S.A. por cuenta de Terceros

     4,953,736,229         1.45545%      

Inv. Las Nieves S.A.

     3,790,725,224         1.11375%      

Santander S.A. C de B

     3,440,910,083         1.01097%      

Cía. de Seguros de Vida Consorcio Nacional de Seguros S.A.

     3,389,025,493         0.99572%      

Bolsa de Comercio de Santiago Bolsa de Valores

     2,967,790,771         0.87196%      

Compañía de Seguros Corpseguros S.A.

     2,928,659,561         0.86046%      

BTGPactual Chile S.A. C de B

     2,829,206,389         0.83124%      

Inversiones Tauro Limitada

     2,822,883,095         0.82939%      

SN Holding S.A.

     2,713,342,266         0.79720%      

Inmob. EInversiones Boquiñeni Ltda.

     2,353,758,526         0.69155%      

RCCFondo de Inversión Privado

     2,221,303,931         0.65264%         ( *) 

Other Shareholders

 

    

 

34,025,057,110

 

  

 

    

 

9.99684%

 

  

 

  
  

 

 

    

Total

      340,358,194,234         100.00000%      
  

 

 

    

(1) This group includes Deutsche Securities Corredores de Bolsa Ltda., which includes 952,160,000 shares in custody that are owned by Compañía Inmobiliaria y de Inversiones SAGA Limitada.

(*) In short, the Saieh Group has a 51.3760% interest in Corpbanca and Subsidiaries.

c) Dividends

The distribution of dividends of the Bank is as follows:

 

Year    Income attributable
to equity holders
     To reserves or
retaines earnings
     Intended
Dividends
     Percentage
Distributed
    N° of Shares      Dividend per share
(in MC$)
 
      MCh$      MCh$      MCh$      %                 

2012 (Shareholders

     120,080         60,040         60,040         50.00     340,358,194,234         0.176   

Meeting, February 2013)

                                                    

2011 (Shareholders

     122,849         -             122,849         100 %        250,358,194,234         0.491   

Meeting, February 2012)

                                                    

2010 (Shareholders

     119,043         -             119,043         100 %        226,909,290,577         0.525   

Meeting, February 2011)

                                                    

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

d) As of December 31, the basic and diluted earnings per share are the following:

 

     2011      2012      2013  
     N° Shares      Total      N° Shares      Total      N° Shares      Total  
     Millions      MCh$      Millions      MCh$      Millions      MCh$  

Basic and diluted earnings per share

                 

Basic earnings per share

                 

Net income attributable to the Equity Holders of the Bank

     -             119,142         -             119,102         -             162,422   

Weighted average number of shares outstanding

     238,829         -             277,831         -             337,605         -       

Adjusted number of shares

     238,829         -             277,831         -             337,605         -       

Basic earnings per share (Chilean pesos)

     -             0.50         -             0.429         -             0.481   

Diluted earnings per share

                 

Net income attributable to the Equity Holders of the Bank

     -             119,142         -             119,102         -             162,422   

Weighted average number of shares outstanding

     238,829         -             277,831         -             337,605         -       

Diluted effect

     -             -             -             -             -             -       

Adjusted number of shares

     238,829         -             277,831         -             337,605         -       

Diluted earnings per share (Chilean pesos)

     -             0.50         -             0.429         -             0.481   

e) Valuation Accounts

Fair Value Reserve. This includes accumulated net changes in the fair value of investments available for sale until the investment is disposed of or the need to make impairment provisions exists.

Translation Reserves. This includes the effects of converting the financial statements of the New York Branch and Colombian subsidiaries, whose functional currencies are the US dollar and Colombian peso, respectively, to the presentation currency of Banco Corpbanca (the Chilean peso).

Cash Flow Hedge Reserves. This includes the effects of hedges on the Bank’s exposure to variations in cash flows that are attributed to a particular risk related to a recognized asset and/or liability, which can affect profit and loss for the period.

Foreign Investment Accounting Hedge Reserve. Corresponds to adjustments for hedges of net investments in foreign operations, mentioned above.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

f) Other Comprehensive Income

 

Other Comprehensive Income    Note      2011      2012      2013  
            MCh$      MCh$      MCh$  

Items that may be reclassified subsequently to profit or loss:

           

Exchange differences on translation - New York Branch - Colombia

           

Gains (losses) on exchange differences on translation, before tax

        1,238         (25,157)         11,960   
     

 

 

 

Other comprehensive income, before tax, exchange differences on translation

        1,238         (25,157)         11,960   
     

 

 

 

Financial instruments available - for - sale

           

Gains (losses) on remeasuring financial instruments available - for - sale, before tax

        (1,258)         (5,368)         4,597   
     

 

 

 

Other comprehensive income, before tax, financial instruments available

        (1,258)         (5,368)         4,597   
     

 

 

 

Cash flow hedges

           

Gains (losses) on cash flow hedges, before tax

        (2,576)         3,146         (5,757)   
     

 

 

 

Other comprehensive income, before tax, cashflow hedges

        (2,576)         3,146         (5,757)   
     

 

 

 

Hedges of net investment in foreign operations

           

Gains (losses) on hedges of net investment in foreign operations, before tax

        (1,264)         757         (2,840)   
     

 

 

    

 

 

    

 

 

 

Other comprehensive income, before tax, Hedges of net investment in foreign operations

        (1,264)         757         (2,840)   
     

 

 

    

 

 

    

 

 

 

Other comprehensive income, before tax

        (3,860)         (26,622)         7,960   

Income tax relating to components of other comprehensive income

           

Income tax relating to instruments available - for - sale

        461         888         (911)   

Income tax relating to hedges of net investment in foreign operations

        220         (147)         568   

Income tax relating to cash flow hedge

        298         (361)         842   
     

 

 

 

Aggregated income tax relating to components of other comprehensive income

        979         380         499   
     

 

 

 

Other comprehensive income, after tax

        (2,881)         (26,242)         8,459   

Items that will not be reclassified subsequently to profit or loss

           

Remeasurement of defined benefit obligation

           

Gains (losses) on Remeasurement of defined benefit obligation, before tax

        -         (10,301)         3,300   

Income tax relating to components of other comprehensive income

           

Income tax relating to defined benefit obligation

     15 c)         -         3,440         (1,122)   

g)  Roll forward for the year ended (OCI)

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

- Available for sale:

 

     As of
December 31,
2013
 
     MCh$  

Opening Balance, Accumulated other comprehensive income

     (8,143

Amount recognized in other comprehensive income for the year

     12,775   

Amount reclassified from equitity to profit or loss for the year

     (8,178
  

 

 

 

Ending balance, accumulated other comprehensive income

     (3,546
  

 

 

 

- Cash flow hedges:

 

     As of
December 31,
2013
 
     MCh$  

Opening Balance, Accumulated other comprehensive income

     570   

Amount recognized in other comprehensive income for the year

     (1,563

Amount reclassified from equitity to profit or loss for the year

     (4,194
  

 

 

 

Ending balance, accumulated other comprehensive income

     (5,187
  

 

 

 

h) Non—Controlling interest:

This item reflects the net amount of the subsidiaries’ net equity attributable to equity instruments which do not belong to the Bank either directly or indirectly, including the part that has been attributed to income for the period.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

This corresponds to the net amount of equity in the dependent entities attributable to capital that does not belong, directly or indirectly, to the Bank, including the part of profit for the period that is attributed to them. Non-controlling interest in the subsidiary’s equity and profit for the period is detailed as follows:

The non controlling interest in the subsidiaries’ equity is summarized as follows:

2011

 

     Non-controlling   Equity      Net Income
(1)
   

Other Comprehensive

Income

     Comprehensive Income  
     %   MCh$      MCh$     MCh$      MCh$  

SMU CORP S.A.

   49.00%     2,609         (1,824     -             (1,824

2012

            
Subsidiaries    Non-controlling   Equity      Net Income
(1)
    Other Comprehensive
Income
     Comprehensive Income  
     %   MCh$      MCh$     MCh$      MCh$  

SMU CORP S.A.

   49.00%     3,074         (1,965     -             (1,965

CorpBanca Colombia and subsidiaries

   8.07%     51,296         2,016        -             2,016   
       54,370         51        -             51   

2013

            
Subsidiaries    Non-controlling   Equity      Net Income
(1)
    Other Comprehensive
Income
     Comprehensive Income  
     %   MCh$      MCh$     MCh$      MCh$  

SMU CORP S.A.

   49.00%     2,386         (1,475     -             (1,475

Corredora de seguros Helm

   20.00%     554         83        -             83   

Banco CorpBanca Colombia y Filiales

   33.62%     302,758         14,209                 14,209   
       305,698         12,817           12,817   

The roll forward of non-controlling interest is as follow:

 

     As of December 31  
     2011     2012      2013  
     MCh$     MCh$      MCh$  

Balance at January 1

     2.943        2.609         54.370   

Net income for the year (1)

     (1.824     51         12.817   

Change in non-controlling interest

     1.490        2.430         3.503   

Non-controlling interest arising on the acquisition non participation in rights to sahere increase

     -            49.280         235.008   
  

 

 

   

 

 

    

 

 

 

Total

     2.609        54.370         305.698   
  

 

 

   

 

 

    

 

 

 

The proportion of voting rights held by non-controlling interests described above, no differences in the proportion of equity held in property.

For subsidiaries with non-controlling interests cited above, the following important information is summarized below:

a) Dividends paid to non-controlling interests:

 

     12.31.2011      12.31.2012      12.31.2013  
     MCh$      MCh$      MCh$  

Dividends paid

     -             -             -       

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b) The principal financial information presented below in summary form:

 

     12.31.2011     12.31.2012     12.31.2013  
     MCh$     MCh$     MCh$  

Cash and deposit in banks

     200,679        13,778        66   

Loans and receivables from banks

     4,781        65        -     

Loans and receivables from customers, net

     1,680,824        149,224        850   

Intangible assets

     156,379        38,031        366   

Others

     425,646        39,068        2,362   
  

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

     2,468,309        240,166        3,644   
  

 

 

   

 

 

   

 

 

 

Currents account and demand deposits

     838,040        25,454        23   

Time deposits and saving accounts

     852,859        121,371        -     

Debt issued

     116,940        6,258        -     

Others

     354,772        32,713        1,012   
  

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

     2,162,611        185,796        1,035   
  

 

 

   

 

 

   

 

 

 
       12.31.2011         12.31.2012         12.31.2013    
     MCh$     MCh$     MCh$  

Net interest income

     45,955        5,692        40   

Net service fee income

     11,016        1,606        (17

Operating income before provision for loan losses

     60,605        7,808        (98

Total operating income, net of loan losses, interest and

     (45,407     (7,745     (2,140

Total net operating income

     15,198        62        (2,239

Net income for the year

     12,817        51        (1,824
  

 

 

   

 

 

   

 

 

 
     12.31.2011     12.31.2012     12.31.2013  
     MCh$     MCh$     MCh$  

Cash flow from operating activities

     39,639        15,011        (654

Cash flow from investing activities

     (49,442     (26,728     (37

Cash flow from financing activities

     115,639        22,560        1,195   

i) Dilutive effect of purchase of Helm Bank and subsidiaries

 

   

Dilutive effect. Since Corpbanca Chile did not participate in the capital increase of Corpbanca Colombia in the its existing proportion, the controlling and non-controlling interests changed, producing a dilution by the majority shareholder as a result of not participating in the capital increase for the original percentage, decreasing its interest from 91.9314% to 66.3877% of the shares. However, because the economic value was greater than the book value, it caused an increase because of the dilutive effect reflected in reserves in these financial statements. (For more information, see Statements of Changes in Shareholders´ Equity).

 

   

Movements generated by non-controlling interest. Corpbanca decided to value its non-controlling interest at fair value as a result of dilutive effect (see letter b) number iii) number 5 of Note 12). To do so, each movement of assets and liabilities created at the time of purchase will move in proportion to the non-controlling interest.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 24 -    INTEREST INCOME AND EXPENSE

 

a)

The composition of interest income and inflation-indexing for the years ended December 31, 2011, 2012 and 2013 is as follows:

 

     As of December 31,  
     2011      2012      2013  
     Interest      Inflation(1)      Total      Interest      Inflation (1)      Total      Interest     Inflation (1)      Total  
     MCh$      MCh$      MCh$      MCh$      MCh$      MCh$      MCh$     MCh$      MCh$  

Normal Portfolio

                         

Investments under agreements to resell

     3,016         18         3,034         1,604         71         1,675         15,115        20         15,135   

Loans and receivables to banks

     2,983         -             2,983         11,524         -             11,524         14,673        -             14,673   

Commercial loans

     238,510         50,507         289,017         407,363         47,354         454,717         536,812        43,437         580,249   

Mortgage Loans

     48,043         39,930         87,973         65,705         26,964         92,669         90,079        29,401         119,480   

Consumer Loans

     67,839         1,702         69,541         115,172         1,088         116,260         189,261        919         190,180   

Financial investments

     24,347         20,750         45,097         41,775         10,889         52,664         38,158        1,560         39,718   

Other interest income

     5,747         904         6,651         3,171         702         3,873         4,133        514         4,647   

Gain (loss) from accounting hedges (*)

     -             -             -             -             -             -             (713     -             (713
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Subtotals

     390,485         113,811         504,296         646,314         87,068         733,382         887,518        75,851         963,369   

Impaired loan portfolio

                         

Interest Recovery

                         

Commercial loans

     14,276         3,351         17,627         9,696         1,365         11,061         14,990        1,349         16,339   

Mortgage Loans

     1,326         842         2,168         723         311         1,034         1,479        629         2,108   

Consumer Loans

     4,510         21         4,531         17,507         8         17,515         25,285        5         25,290   

Financial investments

     -             -             -             -             -             -             -            -             -       

Other Income on interest

     -             -             -             -             -             -             -            -             -       
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Subtotals

     20,112         4,214         24,326         27,926         1,684         29,610         41,754        1,983         43,737   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total interest income

     410,597         118,025         528,622         674,240         88,752         762,992         929,272        77,834         1,007,106   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

For the years 2011, 2012 and 2013, “interest earned” in the Statement of Cash Flows includes credits for net interest of hedge adjustments (MCh$528,622, MCh$762,992 and MCh$1,007,819, respectively).

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b) The detail of interest expenses for the years ended December 31, 2011, 2012 and 2013 is the following:

 

     As of December 31,  
     2011     2012     2013  
     Interests     Inflation(1)     Total     Interests     Inflation(1)     Total     Interests     Inflation(1)     Total  
     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$     MCh$  

Demand Deposits

     (15     (82     (97     (1,935     (94     (2,029     (33,195     (224     (33,419

Investments under agreements to repurchase

     (8,148     (315     (8,463     (15,697     (54     (15,751     (14,569     (167     (14,736

Deposits and Time Deposits

     (193,555     (11,062     (204,617     (346,776     (12,865     (359,641     (352,167     (9,476     (361,643

Borrowings from financial institutions

     (8,466     -            (8,466     (14,771     -            (14,771     (15,987     -            (15,987

Debt issued

     (56,435     (52,147     (108,582     (70,095     (38,460     (108,555     (95,368     (32,843     (128,211

Other financial obligations

     (604     (525     (1,129     (1,073     (264     (1,337     (334     (805     (1,139

Other interest expenses

     -            (1,404     (1,404     (24     (1,504     (1,528     (379     (857     (1,236

Hedge accounting gains (losses) (*)

     (2,864     -            (2,864     (2,504     -            (2,504     6,955        -            6,955   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Interest Expenses

     (270,087     (65,535     (335,622     (452,875     (53,241     (506,116     (505,044     (44,372     (549,416
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

The inflation indexing is the result of changes in the Unidades de Fomento (“UF”). The UF is an inflation-index Chilean monetary unit with a value in Chilean pesos that changes daily to reflect changes in the official Consumer Price Index (“CPI”) of the Instituto Nacional de Estadísticas (the Chilean National Institute of Statistics) for the previous month. The effect of any changes in the nominal peso value of our UF-denominated interest earning assets and interest bearing liabilities is reflected in our results of operations as an increase (or decrease, in the event of deflation) in interest income and expense, respectively.

 

(*)

The period results are presented in this line for hedging derivatives used in hedging of asset except in the case of foreign currency hedges, whether the hedging instruments can show or have shown in the assets or liabilities in the statement of financial position. When the coverages are of rate and of currency, it will not be necessary to include here separately the effect of the rates, everything being able to be included in the foreign exchange gain(losses) (See Note 27 Net foreign exchange income (losses)).

c) For the years ended December 31, 2011, 2012 and 2013, the composition of net interest income is as follows:

    

 

    

 

    

 

 
     2011      2012      2013  
     MCh$      MCh$      MCh$  

Interest Income

     528,622          762,992          1,007,819    

Interest expense

    

 

(332,758) 

 

  

 

    

 

(503,612) 

 

  

 

    

 

(556,371) 

 

  

 

  

 

 

    

 

 

    

 

 

 

Interest Income

     195,864          259,380          451,448    
  

 

 

    

 

 

    

 

 

 

Income from hedge accounting (net)

  

 

 

 

(2,864) 

 

  

     (2,504)          6,242    
  

 

 

    

 

 

    

 

 

 

Total net interest income

     193,000          256,876          457,690    
  

 

 

    

 

 

    

 

 

 

For the years 2011, 2012 and 2013, “interest paid” in the Statement of Cash Flows includes charges for net interest of hedge adjustments (MCh$332,758 and, MCh$503,612 MCh$556,371, respectively).

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 25 -     FEES AND INCOME FROM SERVICES

Fees and income from services and the related expenses for the years ended December 31, 2011, 2012 and 2013 are summarized as follows:

 

            As of December 31,  
            2011      2012      2013  
            MCh$      MCh$      MCh$  

Income from fees and services

           

Lines of credit and overdrafts

        7,740          12,384          13,393    

Letters of credit and guarantees

        4,460          7,915          9,826    

Card services

        10,602          16,479          25,591    

Account administration

        6,353          7,116          8,959    

Collections, billings and payments

        9,586          20,591          30,127    

Management and brokerage commissions for securities

        4,321          4,083          6,281    

Investments in mutual funds and others

        6,406          9,220          14,522    

Insurance brokerage

        8,161          9,024          13,615    

Financial advisors

        10,756          11,245          11,725    

Other fees earned

        3,334          6,153          9,397    

Other payments for services rendered

        685          968          1,341    
     

 

 

    

 

 

    

 

 

 

Total Income from fees and services

     (1)             72,404              105,178              144,777    
     

 

 

    

 

 

    

 

 

 
            As of December 31,  
            2011      2012      2013  
            MCh$      MCh$      MCh$  

Expenses from services

           

Credit card transactions

        (6,963)          (9,089)          (12,367)    

Brokerage

        (259)          (2,480)          (3,588)    

Commissions on interbank transactions

        (702)          (961)          (3,212)    

Other paid commissions

        (2,184)          (2,914)          (3,779)    

Transaction processing

        (129)          (377)          (415)    

Contract Services for customer benefits

        (237)          (20)          (15)    

Foreign trade

        (916)          (1,133)          (824)    

Expenses on return commissions

        (652)          (1,195)          (1,191)    

Commissions spent by loans and services to customers

        -              (1,365)          (1,409)    

Total expenses from services

     (2)         (12,042)          (19,534)          (26,800)    
     

 

 

    

 

 

    

 

 

 
     

 

 

    

 

 

    

 

 

 

Net service fee income (1) +(2)

        60,362          85,644          117,977    
     

 

 

    

 

 

    

 

 

 

The fees earned through transactions with letters of credit are recorded under “Interest income” within the consolidated statements of income.

 

F-139


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 26 -     NET TRADING AND INVESTMENT INCOME

Trading and investment income recognized on the consolidated statements of income for the years ended December 31, 2011, 2012 and 2013 is as follows:

 

     As of December 31,  
     2011     2012     2013  
     MCh$     MCh$     MCh$  

Trading instruments

     13,109        19,922        10,660   

Derivative financial instruments (*)

       79,994        23,677        58,471   

Other financial investments at fair value with effect on profit or loss

     (1,364     5,764        7,741   

Financial investments available-for-sale realized gain (losses) (**)

     6,403        5,526        22,293   

Profit on bank-issued time deposit repurchase

     82        74        397   

Loss on bank-issued time deposit repurchase

     (7     (158     (478

Other

     (472     189        2,203   
  

 

 

   

 

 

   

 

 

 

Total trading and investement income, net

     97,745        54,994        101,287   
  

 

 

   

 

 

   

 

 

 

(*)   In line with the derivatives trading the results for the period are presented for financial derivatives not used for hedge accounting, wheter those derivatives can show the assets or liabilities in the statement of financial position. The results of the derivatives are delivered by profit or loss in the period where derivatives are individually considered, showing on different items the results that correspond to derivatives separated from the host contract. (See note 24 Interest Income and Expense and 27 Net Foreign Exchange Income (losses)).

(**)   Results generated by instruments available for sale mainly composed by the following:

Fair value adjustments recognized in the results. This includes transfers to results, generated on exercise, of the fair value adjustments by selling of those instruments available for sell.

Results generated from sales and / or liquidation, corresponding to the difference between the value obtained as compensation and the fair book value of the instruments transferred.

 

F-140


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 27 - NET FOREIGN EXCHANGE INCOME (LOSSES)

This item includes the income earned from foreign currency trading, the differences arise from converting monetary items in a foreign currency to the functional currency and those generated by non-monetary assets in a foreign currency at the time of their disposal.

The detail of net foreign exchange gains (losses) for the years ended December 31, 2011, 2012 and 2013 is as follows:

 

     As of December 31,  
     2011     2012     2013  
     MCh$     MCh$     MCh$  

Gains (losses) of foreign currency exchange differences

      

Net gains (losses) of foreign currency exchange positions

     (7,219     26,108        (18,980

Other foreign currency exchange gains (losses)

     3,257        3,524        1,963   
  

 

 

   

 

 

   

 

 

 

Subtotals

     (3,962     29,632        (17,017
  

 

 

   

 

 

   

 

 

 

Net earnings on exchange rate adjustments

      

Adjustments to loan to customers

     835        (557     1,427   

Adjustments to investment instruments

     3,048        (3,226     713   

Adjustments to other liabilities

     (331     220        (88

Fair value gains (losses) on hedging derivatives (1) (*)

     (26,373     4,627        1,059   
  

 

 

   

 

 

   

 

 

 

Subtotales

     (22,821     1,064        3,111   
  

 

 

   

 

 

   

 

 

 
      
  

 

 

   

 

 

   

 

 

 

Total

     (26,783     30,696        (13,906
  

 

 

   

 

 

   

 

 

 

(1) In this present current earnings by hedging currency assets and liabilities. Different information to revealed in notes 24 Interest Income and Expense and 26 Net Trading and Investment Income.

(*) The Fair value gains (losses) on hedging derivatives for the periods ended on December 31, 2011, 2012 and 2013 is as follows:

 

     Cash Flows (CF) or    Fair Value      Gain/(loss)  
     Fair Value    Assets      Liabilities         

As of December 31, 2011

   (FV) Hedge      MCh$         MCh$         MCh$   

Derivatives held-for-hedging

           

Foreign currency swaps

   FV      -             2,936         (2,360

Interest rate swaps

   FV      2,877         374         (7,141
     

 

 

 

Subtotal

        2,877         3,310         (9,501

Foreign currency swaps

   CF      -             409         (892

Interest rate swaps

   CF      2,085         1,870         (15,980
     

 

 

 

Subtotal

        2,085         2,279         (16,872

Total derivatives held-for-hedging

        4,962         5,589         (26,373

 

F-141


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

     Cash Flows (CF) or    Fair Value      Gain/(loss)  
     Fair Value    Assets      Liabilities         

As of December 31, 2012

   (FV) Hedge          MCh$             MCh$         Mr Ch$   

Derivatives held-for-hedging

           

Foreign currency swaps

   FV      82         284         5.365   

Interest rate swaps

   FV      2.978         24         838   
     

 

 

 

Subtotal

        3.060         308         6.203   

Foreign currency swaps

   CF      -         1.379         172   

Interest rate swaps

   CF      2.140         1.973         (1.748
     

 

 

 

Subtotal

        2.140         3.352         (1.576

Total derivatives held-for-hedging

        5.200         3.660         4.627   
     Cash Flows (CF) or    Fair Value      Gain/(loss)  
     Fair Value    Assets      Liabilities         

As of December 31, 2013

   (FV) Hedge          MCh$             MCh$         MCh$   

Derivatives held-for-hedging

           

Foreign currency forwards

   FV      27         -         (827

Foreign currency swaps

   FV      -         2.235         2.342   

Interest rate swaps

   FV      358         3.161         (5.010
     

 

 

 

Subtotal

        385         5.396         (3.495

Foreign currency forwards

   CF      6         793         (168

Foreign currency swaps

   CF      3.171         1.027         450   

Interest rate swaps

   CF      58         4.241         4.272   
     

 

 

 

Subtotal

        3.235         6.061         4.554   

Total derivatives held-for-hedging

        3.620         11.457         1.059   

 

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Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 28 -    PROVISION FOR LOAN LOSSES

The changes in provision for loan losses recorded on the income statement for the years ended December 31, 2011, 2012 and 2013 is as follows:

 

           For the year ended December 31, 2011
Loans and receivables from customers
       
     Loans and
receivables
from
banks
   

Commercial

loans

   

Mortgage

Loans

    Consumer
Loans
    Total  
     MCh$     MCh$     MCh$     MCh$     MCh$  

Recognized provision:

          

Individual Analysis

     (141     (52,997     -            (1     (53,139

Group Analysis

     -            (17,037     (3,669     (35,021     (55,727
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Charge to income for provisions recognized

     (141     (70,034     (3,669     (35,022     (108,866 )(*) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Used provisions:

          

Individual Analysis

     150        39,063        -            1        39,214   

Group Analysis

     -            8,072        441        8,407        16,920   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Credit to income for provisions used

     150        47,135        441        8,408        56,134 (*) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Recovery of assets previously written-off

     19        1,787        574        9,598        11,978   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net charge to income

     28        (21,112     (2,654     (17,016     (40,754
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

           For the year ended December 31, 2012
Loans and receivables from customers
       
     Loans and
receivables
from
banks
    Commercial
loans
    Mortgage
Loans
    Consumer
Loans
    Total  
     MCh$     MCh$     MCh$     MCh$     MCh$  

Recognized provision:

          

Individual Analysis

     (83     (47,405     -            (2     (47,490

Group Analysis

     -            (15,861     (6,480     (49,719     (72,060
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Charge to income for provisions recognized

     (83     (63,266     (6,480     (49,721     (119,550 )(*) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Used provisions:

          

Individual Analysis

     416        31,930        -            2        32,348   

Group Analysis

     -            4,687        5,995        10,068        20,750   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Credit to income for provisions used

     416        36,617        5,995        10,070        53,098 (*) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Recovery of assets previously written-off

     -            3,824        1,039        10,014        14,877   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net charge to income

     333        (22,825     554        (29,637     (51,575
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-143


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

           For the year ended December 31,
2013

Loans and receivables from
customers
       
     Loans and
receivables
from
banks
    Commercial
loans
    Mortgage
Loans
    Consumer
Loans
    Total  
     MCh$     MCh$     MCh$     MCh$     MCh$  

Recognized provision:

          

Individual Analysis

     (1,054     (193,586     -            -            (194,640

Group Analysis

     -            (29,038     (7,602     (100,783     (137,423
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Charge to income for provisions recognized

     (1,054     (222,624     (7,602     (100,783     (332,063 )(*) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Used provisions:

          

Individual Analysis

     1,086        148,563        -            -            149,649   

Group Analysis

     -            14,027        4,604        44,244        62,875   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Credit to income for provisions used

     1,086        162,590        4,604        44,244        212,524 (*) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Recovery of assets previously written-off

     -            5,037        1,627        10,803        17,467   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net charge to income

     32        (54,997     (1,371     (45,736     (102,072
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) Consolidated Statements of Cash Flows, in the amounts respectively of 2011 MCh $52,732; 2012 MCh$ 66,452; and 2013 MCh$ 119.539.

The break down by type of loan, whether assessed collectively or individually, for established and released provision amounts, respectively, is as follows:

 

     Established Provision      Note  
     Individual Analysis      Group Analysis      2012         
     MCh$      MCh$      MCh$         

Commercial Loans

     (47,405)         (15,861)         (63,266)      

Mortgage Loans

     -             (6,480)         (6,480)      

Consumer Loans

     (2)         (49,719)         (49,721)      
  

 

 

    
     (47,407)         (72,060)         (119,467)         10   
  

 

 

    

 

Banks

     (83)         -          

 

 

 

(83)

 

  

     9   
  

 

 

    
           (119,550)      
  

 

 

    

 

     Established Provision      Note  
     Individual Analysis      Group
Analysis
     2013         
     MCh$      MCh$      MCh$         

Commercial Loans

     (193,586)         (29,038)         (222,624)      

Mortgage Loans

     -             (7,602)         (7,602)      

Consumer Loans

     -             (100,783)         (100,783)      
  

 

 

    
     (193,586)         (137,423)         (331,009)         10   
  

 

 

    

 

Banks

     (1,054)         -          

 

 

 

(1,054)

 

  

     9   
  

 

 

    
           (332,063)      
  

 

 

    

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

     Released Provision      Note  
     Individual Analysis      Group
Analysis
     2012         
     MCh$      MCh$      MCh$         

Commercial Loans

     31,930         4,687         36,617      

Mortgage Loans

     -             5,995         5,995      

Consumer Loans

     2         10,068         10,070      
  

 

 

    
     31,932         20,750         52,682         10   
  

 

 

    

Banks

     416         -             416         9   
  

 

 

    
           53,098      
  

 

 

    

 

 
     Released Provision      Note  
     Individual
Analysis
     Group Analysis      2013         
     MCh$      MCh$      MCh$         

Commercial Loans

     148,563         14,027         162,590      

Mortgage Loans

     -             4,604         4,604      

Consumer Loans

     -             44,244         44,244      
  

 

 

    
     148,563         62,875         211,438         10   
  

 

 

    

Banks

     1,086         -             1,086         9   
  

 

 

    
           212,524      
  

 

 

    

In management’s opinion, the credit risk provisions established cover all potential losses that may arise from incurred losses, based on the information examined by the Bank and its subsidiaries.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 29 -         PERSONNEL SALARIES EXPENSES

Personnel salaries expenses for the years ended December 31, 2011, 2012 and 2013 are as follows:

 

     As of December 31,  
     2011      2012      2013  
  

 

 

    

 

 

 
     MCh$      MCh$      MCh$  

Personnel remunerations

     (46,382)          (72,430)          (102,967)    

Bonuses and gratifications/awards

     (19,508)          (37,566)          (45,009)    

Severance indemnities

     (3,600)          (4,429)          (3,026)    

Training Expenses

     (832)          (753)          (955)    

Other personnel expenses

     (6,139)          (5,536)          (13,052)    
  

 

 

    

 

 

 

 

Total

         (76,461)              (120,714)              (165,009)    
  

 

 

    

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 30 -       ADMINISTRATION EXPENSES

Administration expenses for the years ended December 31, 2011, 2012 and 2013 are as follows:

 

     As of December 31,  
     2011      2012      2013  
  

 

 

    

 

 

 
           MCh$                    MCh$                      MCh$          

Maintenance and repair of fixed assets

     (2,095)          (5,372)          (8,178)    

Office rentals

     (6,831)          (9,853)          (14,297)    

Equipment rentals

     (2,279)          (2,925)          (3,088)    

Insurance premiums

     (988)          (4,470)          (10,996)    

Office supplies

     (879)          (1,019)          (1,202)    

IT and communications expense

     (3,867)          (5,252)          (7,583)    

Lighting, heating and other services

     (2,628)          (3,657)          (4,697)    

Security Service and transportation of securities

     (1,379)          (1,453)          (2,213)    

Public relations expense and staff travel expenses

     (1,672)          (1,979)          (1,935)    

Legal and Notary Costs

     (169)          (475)          (1,435)    

Technical report fees

     (7,956)          (10,099)          (12,997)    

Professional services fees

     (592)          (599)          (1,233)    

Securities classification fees

     (181)          (66)          (180)    

Penalties

     (16)          (487)          (165)    

Comprehensive management ATMs

     (1,822)          (2,634)          (2,649)    

Other administration expenses

     (9,043)          (8,829)          (16,620)    
  

 

 

    

 

 

 

Subtotal

     (42,397)          (59,169)          (89,468)    

Subcontracted services

     (4,399)          (11,871)          (18,323)    

Data processing

     (3,212)          (6,580)          (9,526)    

Sales

     (66)          (168)          (307)    

Loan valuation

     (274)          (62)          (35)    

Others

     (847)          (5,061)          (8,455)    

Board of Directors Expenses

     (784)          (1,029)          (1,343)    

Remunerations

     (784)          (991)          (1,343)    

Other Board of Directors expenses

     -            (38)          -         

Marketing and advertising

     (4,411)          (7,494)          (6,672)    

Real estate taxes, contributions and levies

     (3,150)          (9,220)          (23,808)    

Real estate taxes

     (282)          (356)          (352)    

Patents

     (686)          (822)          (818)    

Other taxes(*)

     (25)          (5,266)          (18,795)    

Contributions to SBIF

     (2,157)          (2,776)          (3,843)    
  

 

 

    

 

 

 

 

Total

         (55,141)          (88,783)              (139,614)    
  

 

 

    

 

 

 

(*) This amount corresponds primarily to taxes other than income taxes that affect Corpbanca Colombia and its subsidiaries (Colombian segment). They are taxes on local financial transactions, ongoing performance of commercial activities or services, non-discountable value added tax and equity tax, among others.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 31 -      DEPRECIATION, AMORTIZATION AND IMPAIRMENT

a)  Depreciation and amortization expenses for the years ended December 31, 2011, 2012 and 2013 are as follows:

 

    For the years ended December 31,  
         2011                2012                 2013        
   

MCh$

 

   

MCh$

 

   

MCh$

 

 

Depreciation and amortization

     

Depreciation of property, plant and equipment (Note 14)

    (4,806)        (7,192)        (12,680)   

Amortization of intangibles assets (Note 13)

    (2,655)        (10,900)        (29,608)   
 

 

 

   

 

 

   

 

 

 

Balances as of December 31,

    (7,461)        (18,092)        (42,288)   
 

 

 

   

 

 

   

 

 

 

b)  Impairment losses for the years ended December 31, 2011, 2012 and 2013 are detailed below:

 

    For the years ended December 31,  
           2011                   2012                   2013         
    MCh$     MCh$     MCh$  

Impairment of financial investments available-for-sale

    -            -            -       

Impairment of financial investments held-to-maturity

    -            -            -       
 

 

 

   

 

 

   

 

 

 

Subtotal financial assets (a)

     
 

 

 

   

 

 

   

 

 

 

Impairment of property, plant and equipment

    -            -            -       

Impairment of Goodwill and Intangibles

    -            -            -       
 

 

 

   

 

 

   

 

 

 

Subtotal Non-financial assets (b)

     
 

 

 

   

 

 

   

 

 

 

Total

    -            -            -       
 

 

 

   

 

 

   

 

 

 

At each reporting date, Banco Corpbanca and its subsidiaries (the Group) will evaluate whether there is any indication of impairment of any asset. Should any such indication exist, or when impairment testing is required, the entity will estimate the asset’s recoverable amount.

 

(a) Financial assets

As of each reporting date, Corpbanca and its subsidiaries assess whether there is objective evidence that a financial asset or a group of financial assets may be impaired. Financial assets or asset groups are considered impaired only if there is objective evidence of impairment as a result of one or more loss events that occurred after the initial recognition of the asset and the loss event had an impact on the estimated future cash flows of the financial asset or asset group that can be reliably estimated. Evidence of impairment may include, among other examples, debtors or a group of debtors with significant financial difficulties, non-compliance or delinquency in principal or interest payments, the potential to declare bankruptcy or undergo another form of financial reorganization, or observable data that indicate a measureable reduction in estimated future cash flows, such as adverse changes in the status of past due payments or in the economic conditions related to such non-compliance.

Corpbanca and subsidiaries performed impairment tests on these assets, concluding that there is no indication of impairment as of the date of these financial statements.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

(b) Non-financial assets

The carrying amounts of non-financial assets, excluding investment property and deferred taxes, are reviewed regularly, or at least every reporting period, to determine whether indications of impairment exist. If such indication exists, the recoverable amount of the asset is then estimated. The recoverable amount of an asset is the greater of the fair value less costs to sell, whether for an asset or a cash generating unit, and its value in use. That recoverable amount is determined for an individual asset, unless the asset does not generate cash flows that are largely independent from the cash flows of other assets or asset groups.

The entity will conduct impairment testing on an annual basis for intangible assets with indefinite useful lives, as well as intangible assets that are not yet available for use, by comparing their carrying amount with their recoverable amount. Impairment testing can be carried out at any time during the year, as long as it takes place at the same time each year. Impairment testing of different intangible assets can take place on different dates. However, if that intangible asset had been recognized initially during the current year, it will be tested for impairment before the year ends.

Impairment of goodwill is determined by evaluating the recoverable amount of each cash generating unit (or group) to which goodwill is allocated. Where the recoverable amount of the cash generating unit is less than its carrying amount, an impairment loss is recognized; goodwill acquired in a business combination shall be allocated of the acquisition date among the CGUs or group of CGUs of the acquirer that are expected to benefit from the synergies of the business combination, regardless of whether other of the acquiree’s assets or liabilities are allocated to these units. Impairment losses relating to goodwill cannot be reversed in future periods.

In accordance with IAS 36 “Impairment of Assets”, annual impairment testing is permitted for a CGU to which goodwill has been allocated, or at any time for intangible assets with indefinite useful lives, as long as they are carried out at the same time each year. Different cash generating units and different intangible assets can be tested for impairment at different times during the year.

Upon evaluating whether any indication of impairment exists for an asset, the entity shall consider at least the following factors:

External sources of information:

(a) During the period, an asset’s market value has declined significantly more than would be expected as a result of the passage of time or normal use.

(b) Adverse conditions in the technological, market, economic or legal environment.

(c) Increase in interest rates.

(d) Market value of equity lower than carrying amount.

Internal sources of information:

(a) Evidence of obsolescence of physical damage of an asset.

(b) Plans to discontinue or restructure the operation to which an asset belongs, plans to dispose of an asset before the previously expected date, and reassessing the useful life of an asset as finite rather than indefinite.

(c) Decrease or expected decrease in an asset’s performance.

In the event of objective impairment, the carrying amount of an asset will be reduced until the recoverable amount if, and only if, the recoverable amount is less than the carrying amount. This reduction is an impairment loss.

Impairment losses are recognized immediately in the Statement of Income unless the asset is accounted for at revalued value in accordance with other standards. Any impairment loss in revalued assets is treated as a decrease in the revaluation made in accordance with that standard. When the estimated amount of an impairment loss is greater than the carrying amount of the asset to which it is related, the entity will recognize a liability if, and only if, it were obligated to do so by another standard. After recognizing an impairment loss, charges for depreciating the asset are adjusted for future periods in order to distribute the asset’s revised carrying amount, less its potential residual value, systematically over the remaining useful life.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

If an impairment loss is recognized, the deferred tax assets and liabilities related to it will also be determined by comparing the asset’s revised carrying amount to its tax basis in accordance with IAS 12.

Impairment testing of goodwill and intangible assets with indefinite useful lives

For impairment testing purposes, goodwill acquired in a business combination (see Note 12 “Investments in Other Companies”) and intangible assets with indefinite useful lives (see Note 13 “Intangible Assets”) are allocated to the cash generating units in Colombia, which is also a reportable segment (see Note 4 “Segment Reporting).

The following table details the intangible assets with indefinitive lives for 2013 and 2012:

 

         

  Balances as of December 31  

     Note   

2012

  

2013

          MCh$    MCh$

Brands

      1,355    11,603

Licenses

   13    49,630    50,567

Database

      493    500

Goodwill

   13    214,540    411,992
     

 

  

 

Total

      266,018      474,662  

The Group has conducted impairment testing on a yearly basis as of December 31, 2013. Upon evaluating whether indications of impairment exist, the Group considers main factors such as the relationship between its market capitalization and the carrying amount of its equity. As of December 31, 2013, the Group’s market capitalization is greater than the carrying amount of its equity (Price/BV around 2.3 times).

The growth of income and, therefore, profit by the Colombia Segment is based on three main principles. The first is that the industry in general is experiencing sustained growth in loan portfolios, backed by positive macroeconomic perspectives and opportunity for growth in the Colombian banking industry. The second is that Corpbanca’s market share is expected to report sustained growth in upcoming years, rising from 2.8% in 2013 to close to 7% by 2019 (significant increase due to merger plans with Helm Bank and Subsidiaries). Lastly, the entity posts sound solvency figures, which gives it room for reinvestment and, consequently, improved conditions for growth.

The recoverable amount of the cash generating unit of the Colombia Segment has been determined using the income approach for valuing assets, relying mainly on the dividend discount model. This methodology considers the cash flow to be generated by dividends distributed to its shareholders on a perpetual horizon, discounted at their equity cost rate as of the valuation date in order to be able to estimate the economic value of the company’s equity, using cash flow projections derived from financial assumptions approved by upper management, and that covers a period of seven years of explicit projection (until 2019), a perpetual time horizon and approximate growth in profits of 5% in perpetuity (beginning in 2019).

Management considers this growth rate to be justified by the acquisition of new subsidiaries in Colombia that enable it to attain greater market share and other potentialities explained in Note 12 to these financial statements. The discount rate for equity applied to the cash flow projections was 12.4%, used also to extrapolate the cash flows that go beyond period 5.

As a result of this analysis, upper management has not identified losses on this operating segment.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Key assumptions used in calculating the recoverable amount

a.  Projection period and perpetuity.

 

  ¡  

Cash flow projections correspond to 7 years (2013-2019) after which a present value is calculated for cash flows in perpetuity by normalizing cash flows until 2021. This normalization is performed to increase the payment of dividends used in perpetuity without reducing the solvency ratio.

 

  ¡  

The growth rate of cash flows in perpetuity is approximately 5% nominal. Projected inflation for Colombia is around 3%.

b.  Loans and deposits.

 

  ¡  

Loans were projected considering that 100 basis points of market share are earned until 2019 and the deposit portfolio was projected as a temporary balance account for the projected balance sheet.

c.  Income

 

  ¡  

Determined by average balances (calculated with respect to gaining market share) of mortgage loans, credit cards, commercial loans and consumer loans.

d.  Costs.

 

  ¡  

Cost projections are determined primarily by average balances of time and demand deposits.

e.  Discount rate.

 

  ¡  

In order to estimate the discount rate (Ke) and the weighted average cost of capital, the capital asset pricing model was used as a framework. This models sets the rate demanded by shareholders (Ke) equal to the risk-free rate plus a premium that the investors expect to assume for the systematic risk inherent to the company.

 

  ¡  

The risk-free rate corresponds to U.S. treasury bonds, specifically US GT 30 and GOVT.

 

  ¡  

The beta measures the share price volatility for a company with respect to the general securities market. It reflects the market or systematic risk, as opposed to the company’s specific risk. We have selected a group of listed companies that operate in the Colombian banking industry. In the search for these indicators, we concentrated on companies whose main activities are similar. The betas of shares used for each of the comparable companies were taken from the Bloomberg platform. In order to adjust for the financial leverage effect of the beta of each company, the betas were “unlevered”, based on the current history of the comparable company and its debt-equity ratio to give the asset beta of each company.

 

  ¡  

A tax rate of 34% was used for the first three years and after that a rate of 33%, as set by the Colombian government. This tax is applied on net operating income (loss).

 

  ¡  

Because the discount rate is a variable that has a considerable impact on results, sensitivity testing was performed for that rate.

f.  Dividend payments.

 

  ¡  

Dividend payments were used to maximize the cash flows of shareholders with the restriction that solvency did not go below 10% for projected cash flows and 11% in perpetuity.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Sensitivity to changes in key assumptions used

In determining the recoverable amount of the cash generating unit analyzed, upper management believes that no reasonable possible change in any of the aforementioned key assumptions would make the carrying amount of the unit significantly exceed its recoverable amount.

Valuation of intangible assets with indefinite useful lives

Licenses.

The “with or without” methodology was used for the valuation, which reflects the difference between the values of the company based on the time it would take to obtain the intangible asset and, therefore, begin to receive cash flows. The key assumptions are detailed as follows:

 

a.

Period of time to obtain the license. A period of 18 months was defined as the time necessary to obtain a banking license and, therefore, begin to generate cash flows.

 

b.

Cash flows. The same flows used for the equity valuation model were used (i.e. dividend discount).

 

c.

Discount rate: The cash flows were discounted at the same rate used in the equity valuation model described above.

Brands8.

The relief from royalty method was used, which considers the income attributable to the brands of Corpbanca Colombia. It also considers a royalty equivalent to the percentage of income produced by the brands and the result of this cash flow is discounted to equity cost. The key assumptions are detailed as follows:

 

a.

Evolution of contribution margin. The assumptions that govern the evolution of income and costs are the same used in the valuation of Corpbanca’s economic equity.

 

b.

Tax Relief-From-Royalty. The royalty rate used is approximately 0.33%. The same tax rate described above is used.

 

c.

Marketing expenses. This uses the assumption that for the brand to continue to generate cash flows, marketing expenses must be incurred, specifically around 22% of results after the effects of the post-tax royalties.

 

d.

Cash flow discount rate: The same discount rates were used as in the valuation model for equity and perpetuity.

Databases.

For this asset, a value per user was estimated justified by the level of detail in the database and considering total customers for the Colombia segment.

 

 

 

8 The values of some brands are still being determined, in accordance with the measurement period established by IFRS 3 “Business Combination” for transactions carried out during 2013, described in Note 12.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 32 -     OTHER OPERATING INCOME AND EXPENSES

a)  Other operating income

The detail of other operating income is as follows:

 

             As of December 31,           
    2011     2012     2013  
       MCh$        MCh$         MCh$      

 

Revenues for assets received in lieu of payment

     

Assets received in lieu of payment provision released

    -             213         -        

Gain on sales of assets received in lieu of payment

    872         2,686         1,921    

Others

    416         36         71    
 

 

 

   

 

 

   

 

 

 

 

Subtotal

    1,288         2,935         1,992    
 

 

 

   

 

 

   

 

 

 

 

Contingency provisions used

     

 

Other contingency provisions (see note 20 b))

    156         6,606         57    
 

 

 

   

 

 

   

 

 

 

 

Subtotal

    156         6,606         57    
 

 

 

   

 

 

   

 

 

 

 

Other Revenues

     

Gain on sales of property, plant and equipment (see note 14 b))

    17         1,335         25,164    

Gain on sale of investment in other companies

    3,192         -             -        

Compensation insurance companies

    -             32         106    
 

 

 

   

 

 

 

 

Subtotal

    3,209         1,367         25,270    
 

 

 

   

 

 

   

 

 

 

 

Other income

    952         960         3,731    

Leasing contributions revenue

    1,016         1,473         3,833    

Other operating income-Subsidiaries

    854         1,271         360    

Gain on sales of leased assets

    1,048         444         1,146    

Other operating income-Leasing

    820         224         334    

Income costs recovery credit leasing

    -             -             185    

Incentives for card use international brands

    -             726         -        

Returning insurance administration

    -             2,044         2,750    

Revenues from leasing loans expenses recovered

    164         658         -        
 

 

 

   

 

 

   

 

 

 

 

Subtotal

    4,854         7,800         12,339    
 

 

 

   

 

 

   

 

 

 

 

Total

        9,507             18,708         39,658    
 

 

 

   

 

 

   

 

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b)  Other operating expenses

Other operating expenses for the years ended December 31, 2011, 2012 and 2013 are the following:

 

    Note     As of December 31,  
          2011     2012     2013  
          MCh$     MCh$     MCh$  

Provisions and expenses for assets received in lieu of payment

       

- Provisions for assets received in lieu of payment

      (229)         -                 (35)    

- Maintenance expenses of assets received in lieu of payment

      (115)         (208)         (352)    
   

 

 

   

 

 

   

 

 

 

 

Subtotal

      (344)         (208)         (387)    
   

 

 

   

 

 

   

 

 

 

 

Contingency provisions

       

- Other contingency provisions

    20b)        (1,657)         (4,902)         (107)    
   

 

 

   

 

 

   

 

 

 

 

Subtotal

      (1,657)         (4,902)         (107)    
   

 

 

   

 

 

   

 

 

 

 

Other expenses

       

- Other expenses

      (11,642)         (20,945)         (14,740)    
   

 

 

   

 

 

   

 

 

 

 

Subtotal

      (11,642)         (20,945)         (14,740)    
   

 

 

   

 

 

   

 

 

 

 

Total

        (13,643)            (26,055)           (15,234)    
   

 

 

   

 

 

   

 

 

 

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 33 -      RELATED PARTY TRANSACTIONS9

As defined in IAS 24, a related party is: (a) a person or a close member of that person’s family related to a reporting entity if that person (i) has control or joint control of the reporting entity; (ii) has significant influence over the reporting entity; or (iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity. (b) an entity is related to a reporting entity if (i) the entity and the reporting entity are members of the same group; (ii) one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member); (iii) both entities are joint ventures of the same third party; (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity; (v) the entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity; (vi) the entity is controlled or jointly controlled by a person identified in (a) or ; (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the enity (or of a parent of the entity).:

Transactions that the Bank entered into with related parties as of December 31, 2012 and 2013 are specified below:

a)  Loans granted to related parties

Loan granted to related parties as of December 31, 2012 and 2013 are as follows:

 

2012   Operating  
Companies  
      Investment  
Companies
      Individuals(1)    

 

   

 

 

   

 

 

 
    MCh$     MCh$     MCh$  

Loans and receivables to customers:

     

Commercial loans

    138,675         13,682         791    

Mortgage Loans

    -             -             16,231    

Consumer Loans

    817         -             6,337    
 

 

 

   

 

 

   

 

 

 

Loans and receivables to customers - gross

    139,492         13,682         23,359    

Provision for loan losses

    (5,023)        (201)        (352)   
 

 

 

   

 

 

   

 

 

 

Loans and receivables to customers, net

    134,469         13,481         23,007    
 

 

 

   

 

 

   

 

 

 

Other

    9,627         -             2,468    

(1)  Includes loans that are equal to or greater than U.F. 3,000 (equivalent to MCh$68.6 in 2012).

     

2013   Operating  
Companies  
      Investment  
Companies
      Individuals(1)    

 

   

 

 

   

 

 

 
    MCh$     MCh$     MCh$  

Loans and receivables to customers:

     

Commercial loans

    161,421         193,076         1,915    

Mortgage Loans

    -             -             16,267    

Consumer Loans

    -             -             4,956    
 

 

 

   

 

 

   

 

 

 

Loans and receivables to customers - gross

    161,421         193,076         23,138    

Provision for loan losses

    (2,334)        (10,792)        (86)   
 

 

 

   

 

 

   

 

 

 

Loans and receivables to customers, net

    159,087         182,284         23,053    
 

 

 

   

 

 

   

 

 

 

Other

    71,457         332         2,166    

 

(1) Includes loans that are equal to or greater than U.F. 3,000 (equivalent to MCh$69.9 in 2013).

 

 

9 The variations in the information presented in 2013 with respect to 2012 are due to new consolidated information incorporated from Colombia (Note 12) as well as provisions contained in SBIF Ruling 3,561 (Note 1, letter qq) New Accounting Pronouncements).

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Other transactions with related parties

During the years ended December 31, 2011, 2012 and 2013, the Bank entered into the following transactions with related parties for amounts exceeding UF 1,000.

 

As of December 31, 2011:                             
Company    Description   Notes    

Asset

(Liability)

        Effect on Statement of Income      
         Income     (expense)  

 

 
               MCh$     MCh$     MCh$  

Inmobiliaria Edificio Corpgroup S.A.

   Corporate office rent and building costs       -        -        2,357   

Transbank S.A.

   Credit Card processing       -        -        2,367   

Corp Group Interhold S.A.

   Management advisory services       -        -        1,993   

Operadora de Tarjeta de Crédito Nexus S.A.

   Credit card processing       -        -        900   

Redbanc S.A.

   Automatic teller machine administration       -        -        1,442   

Recaudaciones y Cobranzas S.A.

   Office rent and credit collection       -        -        985   

Proservicen S.A.

   Advertising services       -        -        1,032   

Compañía de Seguros Vida Corp S.A.

   Brokerage of insurance premiums and office rent       -        -        281   

Inmobiliaria e Inversiones San Francisco Ltda.

   Financial advisory services       -        -        177   

Asesorías Santa Josefina Ltda.

   Financial advisory and management services       -        -        151   

Fundación Corpgroup Centro Cultural

   Donations       -        -        2,203   

Inmobiliaria e Inversiones Boquiñeni Ltda.

   Financial advisory services       -        -        58   

Empresa Periodística La Tercera S.A.

   Advertising services       -        -        244   

Inmobiliaria e Inversiones B y F Limitada

   Financial advisory services       -        -        1,441   

SMU S.A., Rendic Hnos S.A.

   Prepaid rent for space for ATMs     16        22,022        -        1,447   
As of December 31, 2012:                             
              

Asset

(Liability)

        Effect on Statement of Income      
Company    Description   Notes       Income     (expense)  

 

 
         MCh$        MCh$        MCh$   

Inmobiliaria Edificio Corpgroup S.A.

   Corporate office rent and building costs       -        -        2,552   

Transbank S.A.

   Credit Card processing       -        -        2,492   

Corp Group Interhold S.A. and Corp Group Holding Inversiones Ltda.

   Management advisory services       -        -        2,396   

Redbanc S.A.

   Automatic teller machine administration       -        -        1,539   

Proservicen S.A.

   Advertising services       -        -        1,438   

Recaudaciones y Cobranzas S.A.

   Office rent and credit collection       -        -        1,217   

Operadora de Tarjeta de Crédito Nexus S.A.

   Credit card processing       -        -        916   

Fundación Corpgroup Centro Cultural

   Donations       -        -        624   

Fundación Descúbreme

   Donations       -        -        66   

Compañía de Seguros Vida Corp S.A.

   Brokerage of insurance premiums and office rent       -        -        362   

Inmobiliaria e Inversiones San Francisco Ltda.

   Financial advisory services       -        -        264   

Empresa Periodística La Tercera S.A.

   Advertising services       -        -        183   

Asesorías Santa Josefina Ltda.

   Financial advisory and management services       -        -        147   

SMU S.A., Rendic Hnos S.A.

   Prepaid rent for space for ATMs     16        20,715        -        1,726   

Corpbanca Investment Valores S.A. Comisionista de Bolsa

   Corporate office rent and building costs       11,024        845        80   

Corpbanca Investment Trust S.A. Sociedad Fiduciaria

   Corporate office rent and building costs       15,512        1,151        167   

These transactions were carried out at normal market prices prevailing at the day of the transactions.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

As of December 31, 2013:                             
              

Asset

(Liability)

        Effect on Statement of Income      
Company    Description   Notes       Income     (expense)  

 

 
               MCh$     MCh$     MCh$  

Inmobiliaria Edificio Corpgroup S.A.

   Corporate office rent and building costs       -        -        2,740   

Transbank S.A.

   Credit Card processing       -        -        2,430   

Corp Group Interhold S.A. and Corp Group Holding Inversiones Ltda.

   Management advisory services       -        -        2,632   

Redbanc S.A.

   Automatic teller machine administration       -        -        1,782   

Proservicen S.A.

   Advertising services       -        -        1,508   

Recaudaciones y Cobranzas S.A.

   Office rent and credit collection       -        -        971   

Operadora de Tarjeta de Crédito Nexus S.A.

   Credit card processing       -        -        846   

Fundación Corpgroup Centro Cultural

   Donations       -        -        736   

Fundación Descúbreme

   Donations       -        -        80   

Compañía de Seguros Vida Corp S.A.

   Brokerage of insurance premiums and office rent       -        -        318   

Empresa Periodística La Tercera S.A.

   Advertising services       -        -        163   

SMU S.A., Rendic Hnos S.A.

   Prepaid rent for space for ATMs     16        19,067        -        1,928   

Corpbanca Investment Valores S.A. Comisionista de Bolsa

   Corporate office rent and building costs       3,120        223        281   

Corpbanca Investment Trust S.A. Sociedad Fiduciaria

   Corporate office rent and building costs       4,827        302        156   

Helm Bank

   Treasury operations       311        311        -   

In accordance with IAS 24, the relationship of all listed companies in the above table falls under the category “other related parties”.

b)  Other assets and liabilities with related parties

 

As of December 31, 2012:                                        
                       

Balance

Asset

     Effect on Statement of  
Company    Description           Notes         Income      (expense)  

 

 
                        MCh$      MCh$      MCh$  

Fundación Corpgroup Centro Cultural

        Donations            -         -         624     

Fundación Descúbreme

        Donations            -         -         66     
As of December 31, 2013:                                        
                        Balance      Effect on Statement of  
Company    Description           Notes      Asset      Income      (expense)  

 

 
                        MCh$      MCh$      MCh$  

Fundación Corpgroup Centro Cultural

        Donations         -         -         -         736     

Fundación Descúbreme

        Donations         -         -         -         80     

c)    Other assets and liabilities with related parties

 

     As of December 31,
    

      2012      

 

      2013      

     MCh$   MCh$

  ASSETS

        

Derivative financial instruments

   17,746   20,589

Other assets

   -   14,186

  LIABILITIES

        

Derivative financial instruments

   4,820   1,965

Demand deposits

   20,804   67,569

Deposits and other time deposits

   13,769   170,930

Other Liabilities

   -   1,092

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

d)      Operating income /expenses from related party transactions

 

     As of December 31,  
     2011      2012      2013  
 Type of recognized income or expense    Income      Expenses      Income      Expenses      Income      Expenses  
  

 

 

    

 

 

    

 

 

 
     MCh$      MCh$      MCh$      MCh$      MCh$      MCh$  

Interest revenue

     7,466          3,194          8,640          25,759          25,501          9,251    

Income and expenses on fees and services

     769          (2)         342          18          470          249    

Gain and loss on trading

     -             -             -             -             -             -       

Gain and Loss on other financial transactions

     -             -             -             -             311          -       

Foreign currency exchanges

     -             -             -             -             -             -       

Operating support expense

     -             13,434          541          13,829          525          15,994    

Other income and expense

             -             -             67          -             437    
  

 

 

    

 

 

    

 

 

 

                Total

       8,236          16,626            9,523          39,673              26,807          25,931    
  

 

 

    

 

 

    

 

 

 

e)      Contracts with related parties

 

  2012

      
  Company      Description

Inmobiliaria Edificio Corpgroup S.A.

     Corporate office rent and building costs

Transbank S.A.

     Credit card processing

Corp Group Interhold S.A. and Corp Group Holding Inversiones Ltda.

     Management advisory services

Redbanc S.A.

     Automatic teller machine administration

Promoservice S.A.

     Promotional services

Recaudaciones y Cobranzas S.A.

     Office rent and credit collection

Operadora de Tarjeta de Crédito Nexus S.A.

     Credit card processing

Fundación Corpgroup Centro Cultural

     Donations

Compañía de Seguros Vida Corp S.A.

     Brokerage of insurance premiums and office rent

Inmobiliaria e Inversiones San Francisco Ltda.

     Financial advisory services

Empresa Periodística La Tercera S.A.

     Advertising services

Asesorías Santa Josefina Ltda.

     Financial advisory and management services

SMU S.A., Rendic Hnos S.A.

     Rental of ATMs locations

Corpbanca Investment Valores S.A. Comisionista de Bolsa

     Office rentals
     Synergies Contract

Corpbanca Investment Trust S.A. Sociedad Fiduciaria

     Office rentals
     Synergies Contract
     Network usage contract

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

  2013

      
  Company      Description

Inmobiliaria Edificio Corpgroup S.A.

     Office lease and building fees

Transbank S.A.

     Credit card management

Corp Group Interhold S.A. and Corp Group Holding Inversiones Ltda.

     Management advisory services

Redbanc S.A.

     ATM management

Promoservice S.A.

     Promotional services

Recaudaciones y Cobranzas S.A.

     Office lease and collections services

Operadora de Tarjeta de Crédito Nexus S.A.

     Credit card management

Fundación Corpgroup Centro Cultural

     Donations

Compañía de Seguros Vida Corp S.A.

     Brokerage of insurance premiums and office lease

Empresa Periodística La Tercera S.A.

     Advertising services

SMU S.A., Rendic Hnos S.A.

     Lease ATM space

Corpbanca Investment Valores S.A. Comisionista de Bolsa

     Office leases
     Synergy agreement

Corpbanca Investment Trust S.A. Sociedad Fiduciaria

     Synergy agreement
     Office leases
     Network use agreement

Helm Bank

     Treasury transactions

 

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

f)  Remunerations to members of the board and key management personnel

Remunerations paid to key management personnel are sets forth in table below:

 

    2012     2013  
            MCh$                     MCh$          

Short term employee remuneration

    24,869         23,563    

Severance indemnities

    731         395    
 

 

 

   

 

 

 

Total

    25,600         23,958    
 

 

 

   

 

 

 

2013

As agreed by shareholders at the Ordinary General Shareholders’ Meeting on March 7, 2013, the Directors of Corpbanca received a total of MCh$460 in compensation for the year.

As agreed at the same meeting, the members of the Directors’ Audit Committee were paid total fees of MCh$726.

Total compensation received by the Bank’s executives and key management personnel during the year ended December 31, 2013, amounted to MCh$16,627.

In addition, based on the bonus policy established by the Human Resources and Development Division, together with the Chief Executive Officer, senior executives received bonuses for meeting their targets.

2012

For the year ended December 31, 2012, the members of the Board of Directors received remuneration for MCh$552.

For the year ended December 31, 2012, the members of the Directors Committee and Audit Committee received remunerations for MCh$237.

The total remuneration paid to key management personnel of the Bank for the year ended December 31, 2012 was MCh$16,033.

In addition, and as established in our Bonus Policy as established jointly by the Division Management - Human Resources and Development and the Chief Executive Officer, certain bank executives were paid bonuses based on the completion of goals

2011

For the year ended December 31, 2011, the members of the Board of Directors received remuneration for MCh$713.

For the year ended December 31, 2011, the members of the Directors Committee and Audit Committee received remunerations for MCh$92.

The total remuneration paid to key management personnel of the Bank for the year ended December 31, 2011 was MCh$13,608.

In addition, and as established in our Bonus Policy as established jointly by the Division Management - Human Resources and Development and the Chief Executive Officer, certain bank executives were paid bonuses based on the completion of goals.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

g)  Key management personnel

As of December 31, 2012 and 2013, the composition of the Bank’s key management personnel is as follows:

 

         Number of Executives      
  

 

 

 
  Position        2012              2013      

 

    

 

 

 

Directors

     44          40    

Chief Executive Officers-at Group level

               

Chief Executive Officers-at the Subsidiaries

     10          10    

Division Managers

     23          25    

Department Managers

     147          168    

Deputy Managers

     114          146    

Vicepresident

             22    

h)  Transactions with key management personnel

During 2011, 2012 and 2013 transactions with key personnel were carried out as follows:

 

         Income  
     MCh$  
         2011                2012                2013        

Credit Cards

     28         133         149   

Consumer loans

     62         490         283   

Commercial loans

     45         51         62   

Mortgages loans

     445         895         792   

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 34 -    FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

This disclosure was prepared based on the guidelines “Fair Value of Financial Instruments” from the IFRS 13 “Fair Value Measurements”.

The standard is effective for annual periods beginning on or after January 1, 2013. Early application is permitted (but not done by Group) and it must be prospectively applied from the beginning of the annual period in which it is adopted (for our purposes the 2013 period). The disclosure requirements do not need to be applied to comparative information provided for periods before initial application. (However, in some cases it is presented for 2012 only to provide additional information to financial statement users, although it is not comparable to the criteria applied in 2013.)

The following section details the main guidelines and definitions used by the Group:

Fair value. 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 (i.e. an exit price). The transaction is carried out in the principal10 or most advantageous11 market and is not forced (i.e. it does not consider factors specific to the Group that may influence a real transaction).

Market participants. Buyers and sellers in the principal (or most advantageous) market for the asset or liability that have all of the following characteristics:

 

a.

They are independent of each other, i.e. they are not related parties as defined in IAS 24 “Related Party Disclosures”, although the price in a related party transaction may be used as an input to a fair value measurement if the entity has evidence that the transaction was entered into at market terms.

 

b.

They are knowledgeable, having a reasonable understanding about the asset or liability and the transaction using all available information, including information that might be obtained through due diligence efforts that are usual and customary.

 

c.

They are able to enter into a transaction for the asset or liability.

 

d.

They are willing to enter into a transaction for the asset or liability (i.e. they are motivated, but not forced or otherwise compelled, to do so).

Fair value measurement When measuring fair value, the Group takes into account the same characteristics of the asset or liability that market participants would consider in pricing that asset or liability on the measurement date.

Aspects of the transaction. A fair value measurement assumes that the asset or liability is exchanged in an orderly transaction between market participants to sell the asset or transfer the liability at the measurement date under current market conditions. The measurement assumes that the transaction to sell the asset or transfer the liability takes place: (a) on the principal market for the asset or liability; or (b) in the absence of a principal market, on the most advantageous market for the asset or liability.

Market participants. The fair value measurement measures the fair value of the asset or liability using the assumptions that the market participants would use in pricing the asset or liability, assuming that the participants act in their best economic interest.

 

 

10 The market with the greatest volume and level of activity for the asset or liability.

11 The market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability, after taking into account transaction costs and transport costs.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Prices. Fair value is the price that will be received for the sale of an asset or paid for the transfer of a liability in a orderly transaction on the main (or most advantageous) market as of the measurement date under current market conditions (i.e. exit price) regardless of whether that price is directly observable or estimated using another valuation technique.

Highest and best use of non-financial assets. The fair value measurement of these assets takes into account the market participant’s ability to generate economic benefits through the highest and best use of the asset or through the sale of the asset to another market participant that would maximize the value of the asset.

Group’s own liabilities and equity instruments. The fair value measurement assumes that these items are transferred to a market participant on the date of measurement. The transfer of these items assumes that:

 

a.

A liability would remain outstanding and the market participant transferee would be required to fulfill the obligation. The liability would not be settled with the counterparty or otherwise extinguished on the measurement date.

 

b.

An entity’s own equity instrument would remain outstanding and the market participant transferee would take on the rights and responsibilities associated with the instrument. The instrument would not be canceled or otherwise extinguished on the measurement date.

Default risk. The fair value of a liability reflects the effect of the default risk. This risk includes, but is not limited to, the entity’s own credit risk. This risk is assumed to be the same before and after the liability is transferred.

Initial recognition. When an asset is acquired or a liability assumed in an exchange transaction involving that asset or liability, the transaction price is the price paid to acquire the asset or received to assume the liability (the entry price). In contrast, the fair value of the asset or liability is the price received to sell the asset or paid to transfer the liability (the exit price). Entities do not necessarily sell assets at the prices paid to acquire them. Likewise, they do not necessarily transfer liabilities at the price received to assume them.

Valuation techniques. The Bank will use techniques that are appropriate for the circumstances and for which sufficient data is available to measure the fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The following approaches deserve mention:

 

a.

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).

 

b.

Cost approach. Reflects the amount that would be required currently to replace the service capacity of an asset (current replacement cost).

 

c.

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. The fair value measurement is determined based on the value indicated by the current market expectations about those future amounts.

Present value techniques. Technique to adjust the discount rate and expected cash flows (expected present value). The present value technique used to measure the fair value will depend on the specific facts and circumstances of the asset or liability being measured and the availability of sufficient data.

Components of the present value measurement. Present value is the tool used to link future amounts (e.g. cash flows or values) to a present amount using a discount rate. A fair value measurement of an asset or a liability using a present value technique captures all the following elements from the perspective of market participants at the measurement date:

 

a.

An estimate of future cash flows for the asset or liability being measured.

 

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As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

b.

Expectations about possible variations in the amount and timing of the cash flows representing the uncertainty inherent in the cash flows.

c.

The time value of money, represented by the rate on risk-free monetary assets that have maturity dates or durations that coincide with the period covered by the cash flows and pose neither uncertainty in timing nor risk of default to the holder (i.e. a risk-free interest rate).

 

d.

The price for bearing the uncertainty inherent in the cash flows (i.e. a risk premium).

 

e.

Other factors that market participants would take into account in the circumstances.

 

f.

For a liability, the non-performance risk relating to that liability, including the entity’s (i.e. the debtor’s) own credit risk.

Fair value hierarchy. Gives the highest priority to quoted prices (unadjusted) in active markets for identical assets and liabilities (Level 1 inputs) and lowest priority to unobservable inputs (Level 3 inputs). Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

1.1  Determination of the fair value of financial instruments

The following table summarizes the fair values of the Bank’s main financial assets and liabilities as of year-end 2013 and 2012, including those that are not recorded at fair value in the Consolidated Statement of Financial Position.

 

          As of December 31,  
          2012     2013  
    Notes    

    Carrying    

Amount

   

Estimated

  Fair Value  

   

    Carrying    

Amount

   

Estimated

  Fair Value  

 
   

 

 

   

 

 

 
          MCh$     MCh$     MCh$     MCh$  

ASSETS

         

Cash and deposits in banks

    5        520,228        520,228        911,088        911,088   

Cash in the process of collection

    5        123,777        123,777        112,755        112,755   

Trading portfolio financial assets

    6        159,898        159,898        431,683        431,683   

Investments under agreements to resell

    7        21,313        21,313        201,665        201,665   

Derivative financial instruments

    8        268,027        268,027        376,280        376,280   

Loans and receivables from banks

    9        482,371        482,371        217,944        217,944   

Loans and receivables from customers

    10        9,993,890        10,033,332        12,771,642        12,691,109   

Financial investments available-for-sale

    11        1,112,435        1,112,435        889,087        889,087   

Held to maturity investments

    11        104,977        101,941        237,522        231,880   

LIABILITIES

         

Current accounts and demand deposits

    17        1,112,675        1,112,675        3,451,383        3,451,383   

Cash in the process of collection

    5        68,883        68,883        57,352        57,352   

Obligations under repurchase agreements

    7        257,721        257,721        342,445        342,445   

Time deposits and saving accounts

    17        7,682,675        7,669,588        7,337,703        7,320,494   

Derivative financial instruments

    8        193,844        193,844        281,583        281,583   

Borrowings from financial institutions

    18        969,521        967,380        1,273,840        1,295,807   

Debt issued

    19        1,886,604        1,899,283        2,414,557        2,388,752   

Other financial obligations

    19        18,120        18,120        16,807        16,807   

1.1.1. Fair Value Measurements of assets and liabilities only for disclosure purposes (non-recirring):

In addition, the fair value estimates presented above do not attempt to estimate the value of the Group’s profits generated by its business, nor future business activities, and, therefore, do not represent the value of the Group as a going concern.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The following section describes the methods used to estimate fair value:

 

            Measurement at fair value of items  
not valued on a recurrent
 

As of December 31,

    Note     2012      2013  
          MCh$      MCh$  

ASSETS

        

Cash and deposits in banks

   5      520,228         911,088    

Cash in the process of collection

   5      123,777          112,755    

Investments under agreements to resell

   7      21,313          201,665    

Loans and receivables from banks

   9      482,371          217,944    

Loans and receivables from customers

   10      10,033,332          12,691,109    

Held to maturity investments

   11      101,941          231,880    
     

 

 

    

 

 

 
              11,282,962                  14,366,441    

LIABILITIES

        

Currents accounts and demand deposits

   17      1,112,675          3,451,383    

Cash in the process of collection

   5      68,883          57,352    

Obligations under repurchase agreements

   7      257,721          342,445    

Time deposits and saving accounts

   17      7,669,588          7,320,493    

Borrowings from financial institutions

   18      967,380          1,295,807    

Debt issued

   19      1,899,283          2,388,752    

Other financial obligations

   19      18,120          16,807    
     

 

 

    

 

 

 
        11,993,650          14,873,039    

Cash, short-term assets and short-term liabilities

The fair value of these items approximates their book value given their short-term nature. These items include:

 

   

Cash and deposits in banks

   

Cash in the process of collection

   

Investments under agreements to resell

   

Current accounts and demand deposits

   

Other financial obligations

Loans

The fair value of loans is determined using a discounted cash flow analysis, using a risk-free interest rate adjusted for expected losses from debtors based on their credit quality. The credit risk adjustment is based on the Group’s credit risk policies and methodologies: These items include:

 

   

Loans and receivables from banks

   

Loans and receivables customers

Financial instruments held to maturity

The estimated fair value of these financial instruments is determined using quotes and transactions observed in the main market for identical instruments, or in their absence, for similar instruments. Fair value estimates of debt instruments or securities representative of debt take into account additional variables and inputs to the extent that they apply, including estimates of prepayment rates and the credit risk of issuers.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Medium and long-term liabilities

The fair value of medium and long-term liabilities is determined using a discounted cash flow analysis, using an interest rate curve that reflects current market conditions at which the entity’s debt instruments are traded. Medium and long-term liabilities include:

 

   

Time deposits and saving accounts

   

Borrowings from financial institutions

   

Debt issued

1.1.2. Fair Value measurement of financial assets and liabilities (recurring)

 

            Fair value measurement of recurring
items
 
December 31, 2013      Note      2012      2013  
  

 

 

 
            MCh$      MCh$  

ASSETS

        

 

 

Trading portfolio financial assets

     6         159.898         431.683     

From the Chilean Government and Central Bank

        2.543         9.852     

Other instruments issued in Chile

        30.596         18.715     

Foreign government and Central Bank instruments

        101.114         326.141     

Other instruments issued abroad

        3.409         64.443     

Mutual fund investments

        22.236         12.532     

Financial investments available for sale

     11         1.112.435         889.087     

From the Chilean Government and Central Bank

        444.975         357.334     

Other instruments issued in Chile

        446.346         233.633     

Foreign government and Central Bank instruments

        206.296         212.280     

Other instruments issued abroad

        14.818         85.840     

Derivative financial instruments

     8         268.027         376.280     

Forwards

        58.249         70.265     

Swaps

        208.405         303.535     

Call Options

        303         1.968     

Put Options

        1.070         512     

 

 

Total

        1.540.360         1.697.050     

 

 

LIABILITIES

        

Derivative financial instruments

     8         193.844         281.583     

Forwards

        62.794         62.170     

Swaps

        129.273         215.302     

Call Options

        1.114         3.549     

Put Options

        663         562     

 

 

Total

        193.844         281.583     

 

 

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Financial Instruments

The estimated fair value of these financial instruments is determined using quotes and transactions observed in the main market for identical instruments, or in their absence, for similar instruments. Fair value estimates of debt instruments or securities representative of debt take into account additional variables and inputs to the extent that they apply, including estimates of prepayment rates and the credit risk of issuers. These financial instruments are classified as follows:

 

   

Trading portfolio financial assets

   

Financial investments available for sale

Derivative instruments

The estimated fair value of derivative instruments is calculated using prices quoted on the market for financial instruments of similar characteristics.

The methodology therefore recognizes the credit risk of each counterparty.

The effect of both CVA (Counterparty Valuation Adjustment) and DVA (Negative Counterparty Valuation Adjustment) are incorporated in the valuation of a derivatives contracts.

These adjustments are recognized periodically in the financial statements since December 2013, the portfolio of derivative contracts accumulate an effect of MCh$(2,182), the breakdown is as follows:

 

     As of December 31,  
     2013      2012  
     CVA     DVA      CVA     DVA  
    

  MCh$  

 

   

  MCh$  

 

    

  MCh$  

 

   

  MCh$  

 

 
  

 

 

    

 

 

 

Derivatives held for hedging

     -            7           (2     -         
  

 

 

    

 

 

 
         
  

 

 

    

 

 

 

Fair value

     -            4           (2     -         
  

 

 

    

 

 

 

Currency Forwards

     -            -               -              -         

Currency Swaps

     -            2           -              -         

Interest rate swaps

     -            2           (2     -         
  

 

 

    

 

 

 
     
  

 

 

    

 

 

 

Cash Flow

     -            2           -              -         
  

 

 

    

 

 

 

Currency Forwards

     -            1           -              -         

Currency Swaps

     -            (1)          -              -         

Interest rate swaps

     -            3           -              -         
  

 

 

    

 

 

 
         
  

 

 

    

 

 

 

Derivatives held for trading

     (2,263     73           (1,277     -         
  

 

 

    

 

 

 

Currency Forwards

     (216     14           (110     -         

Currency Swaps

     (858     5           (416     -         

Interest rate swaps

     (1,174     53           (742     -         

Currency call options

     (12     1           5        -         

Currency put options

     (4     -               (14     -         
  

 

 

    

 

 

 
         
  

 

 

    

 

 

 

Total financial derivatives

     (2,263     80           (1,279     -         
  

 

 

    

 

 

 

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

1.2 Fair value hierarchy

IFRS 13 establishes a fair value hierarchy that classifies assets and liabilities based on the characteristics of the data that the technique requires for its valuation:

Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Entity can access at the measurement date. The inputs needed to value the instruments in this category are available daily and used directly.

In the case of currency, shares and mutual funds, prices are observed directly in over-the-counter markets and the stock exchange. These prices correspond to the values at which the exact same assets are traded. As a result, the portfolio valuation does not require assumptions or models of any type.

For instruments issued by the Chilean Central Bank and the Chilean Treasury, benchmark prices are used. Benchmark prices are defined using similar durations, type of currency and are traded the equivalent of every day. The valuation of these instruments is identical to the Santiago Stock Exchange, which is a standard international methodology. This methodology uses the internal rate of return to discount the instrument’s cash flows.

 

   

Level 2: inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

The specific instrument does not have daily quotes. However, similar instruments can be observed (e.g. same issuer, different maturity; or different issuer, same maturity and risk rating). In general, they are diverse combinations of pseudo-arbitration. Although the inputs are not directly observable, observable inputs are available with the needed periodicity.

In this category, instruments are valued by discounting contractual cash flows based on a zero-coupon curve determined through the price of instruments with similar characteristics and a similar issuer risk. The income approach is used, which converts future amounts to present amounts.

For derivative instruments within this category, quotes from other-the-counter transactions reported by the most important brokers in the Chilean market and the Bloomberg platform are used. The inputs observed include forward prices, interest rates and volatilities. Based on these inputs, market curves are modeled. They are a numerical representation of the opportunity costs of the instrument’s cash flows or the price volatility of an asset. Finally, cash flows are discounted.

The Black and Scholes model is used for options based on prices of brokers in the OTC market.

For money market instruments, prices of transactions on the Santiago Stock Exchange are observed and used to model market curves.

For corporate or bank bonds, given the lack of market depth, the Bank uses transactions (if any) in the Chilean market, on foreign markets, zero-coupon curves of risk-free instruments, adjustment curves, spread modeling, correlation with similar financial instruments, etc. and gives market curves as the final result. These market curves are provided by a pricing supplier and are widely accepted by the market, regulators and scholars.

 

   

Level 3: inputs are unobservable inputs for the asset or liability.

This is used when prices, data or necessary inputs are not directly or indirectly observable for similar instruments for the asset or liability as of the valuation date. These fair value valuation models are subjective in nature. Therefore, they base their estimate of prices on a series of assumptions that are widely accepted by the market. The Group has two products in this category:

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Due to the lack of liquidity in the basis of the active banking rate (TAB) over the chamber rate (cámara), the price is not observable and, therefore, models must be used to estimate the future cash flows of the contract. This spread is calculated on a historical basis using the IRS with the greatest market depth, which is the chamber swap.

In addition, the Bank develops American forwards to meet its customers’ needs. They do not have a secondary market and, therefore, their value is estimated using an extension of the Hull-White model, used widely by the financial services industry.

None of these products generate significant impacts on the Bank’s results as a result of recalibration. The TAB swap does not have significant impacts on the valuation as the parameters are stable and the reversal to a historic average is empirically quick, which this model reflects correctly. On the other hand, the American forward behaves like a traditional forward when there is an important curve differential, which is the case between the Chilean peso-US dollar curve. Also, the model’s parameters are very stable.

The table below summarizes the impacts on the portfolio of a recalibration of the models based on a stress scenario, recalibrating parameters with the shock incorporated.

 

 

 

    Impact of Calibration in

                  MCh$

   Total      Volatility of
American forwards
     TAB 30      TAB 90      TAB 180      TAB 360    

 

 

American forward USD-CLP

     -               -               -               -               -               -         

 

 

Basis TAB CLP

     973           -               230         197         528           18     

Basis TAB CLF

     (1.501)         -               -               -               (102)         (1.399)    

 

 

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The following table summarizes the fair value hierarchy for the Group’s recurring valuation of financial instruments:

 

Level      Instrument     Issuer  

Price 

Source 

 

  Model
1      Currency   N/A   OTC,
Bloomberg      
  Directly observable price.
  Shares   Various   Santiago
Stock
Exchange
  Directly observable price.
  Mutual Funds   Asset Managers   SVS   Directly observable price.
  Bonds   Chilean Central
Bank and Chilean
Treasury
  Santiago
Stock
Exchange
  Internal rate of return (IRR) based on prices.
2      Derivatives   N/A   OTC
(brokers),
Bloomberg
  Interest rate curves based on forward prices and coupon rates.
  Money market instruments   Chilean Central
Bank and Chilean
Treasury
  Santiago
Stock
Exchange
  Interest rate curves based on prices.
  Money market instruments   Banks   Santiago
Stock
Exchange
  Interest rate curves based on prices.
  Bonds   Companies, banks       Pricing
supplier
  Interest rate curves based on correlations, spreads, extrapolations, etc
3     

Derivatives,

active banking     

rate (TAB)

  N/A   OTC

(brokers)

  Interest rate curves based on modeling of TAB-Chamber spread.
 

Derivatives,

American

forwards

  N/A   Bloomberg   Black and Scholes with inputs from European options.

The following table classifies assets and liabilities measured at fair value on a recurring basis, in accordance with the fair value hierarchy established in IFRS 13 for year end 2012 and 2013.

 

          Fair Value Measurement at reporting date using  
December 31, 2012    Notes    Fair Value
Amount
          Quoted prices in
Active Markets
for identical
assets (Level 1)
          Significant
Other observable
inputs (Level 2)
          Significant
unobservable
  inputs (Level 3)  
 

 

 

ASSETS

                       

Trading securities

   6      159,898            140,619            19,279            -   

Available-for-sale securities

   11      1,112,435            953,800            158,635            -   

Derivatives

   8      268,027            -            235,056            32,971   
     

 

 

 

Total

              1,540,360            1,094,419            412,970            32,971   

LIABILITIES

                       

Derivatives

   8      193,844            20,186            167,845            5,813   
     

 

 

 

Total

        193,844            20,186            167,845            5,813   

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

          Fair Value Measurement at reporting date using  
December 31, 2013    Notes         Fair Value
Amount
          Quoted prices in
Active Markets
for identical
assets (Level 1)
          Significant
Other observable
inputs (Level 2)
          Significant
unobservable
  inputs (Level 3)  
 

 

 

ASSETS

                          

Trading securities

   6         431,683            348,525            83,158            -   

Available-for-sale securities

   11         889,087            595,877            293,210            -   

Derivatives

   8         376,280            -            340,558            35,722   

Total

                   1,697,050            944,402            716,926            35,722   

LIABILITIES

                          

Derivatives

   8         281,583            -            278,867            2,716   
     

 

 

Total

           281,583            -            278,867            2,716   

1.2.1 Transfers between level 1 and 2

The following table details transfers of assets and liabilities between Level 1 and Level 2 during 2013.

 

          Fair value measurement of recurring items
using
 
                           
  

 

 
December 31, 2012            Note        Fair Value      Level 1 to 2       Level 2 to 1      

 

 

ASSETS

        -         -         -   

Trading portfolio financial assets securities

       6      159.898         -         -   

Financial instruments available for sale

       11      1.112.435         -         -   

Derivative financial instruments

       8      268.027         -         -   

Total

        1.540.360         -         -   
     

 

 

 

LIABILITIES

           

Derivative financial instruments

       8      193.844         -         -   
     

 

 

 

Total

        193.844         -         -   

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

          Recurring fair value measurement of items

 

 
December 31, 2013            Note        Fair Value      Level 1 to 2       Level 2 to 1      

 

 

ASSETS

           

Trading portfolio financial assets securities

       6      431,683         18,331           

Other instruments issued in Chile

        -         18,331           

Financial instruments available for sale

       11      889,087         78,712           

Other instruments issued in Chile

        -         78,712           

Derivative financial instruments

       8      376,280         -           
     

 

 

 

Total

        1,697,050         97,043           

LIABILITIES

           

Derivative financial instruments

       8      281,583         -           
     

 

 

 

Total

        281,583         -           

Transfers from Level 1 to Level 2 observed during 2013 are due fully to implementing IFRS 13, as the transferred assets are valued using zero-coupon discount curves built using quoted input for transactions with similar instruments.

1.2.2 Disclosures regarding level 3 assets and liabilities

Level 3 assets and liabilities are valued using techniques that require inputs that are not observable on the market, for which the income approach is used to convert future amounts to present amounts.

This category includes:

 

   

Derivative financial instruments indexed to the TAB rate. This rate is comprised of an interbank rate and a liquidity premium charged to financial institutions and is determined using a short-rate model with mean reversion.

   

American forward options.

As none of these products has a market, the Bank uses financial engineering valuation techniques that use unobservable variables.

These techniques use the following inputs: transaction prices from the main financial instrument markets and assumptions that are widely accepted by the financial services industry. Using this information, unobservable variables are constructed such as: adjustment curves, spreads, volatilities and other variables necessary for the valuation. Lastly, all of the models are subject to internal contrasts by independent areas and have been reviewed by internal auditors and regulators.

None of these products generate significant impacts on the Bank’s results as a result of recalibration. The American forward is only offered for the US dollar-Chilean peso market and until now, given the important differential between these interest rates, the product behaves like a traditional forward. The TAB swap does not have significant impacts on the valuation as the modeled liquidity premiums have a quick mean reversion for the short part and low volatility for the long part, concentrating on the book’s sensitivity in the longest part of the curve. The following table reconciles assets and liabilities measured at fair value on a recurring basis as of year-end 2013 and 2012.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Level 3 Reconciliation       
  

 

 

 
December 31, 2012        Opening 
    balance 
     Gain (loss)
recognized in
profit or loss
    Gain (loss)
recognized in
equity
     Net of
purchases,
sales and
agreements
    Transfers
between level
1 and level 2
     Closing    
balance    
 

 

 
         MCh$                                 MCh$      

ASSETS

               

Trading securities

             -            -             -          -            -     

Financial assets available for sale

             -            -             -          -            -     

Derivative instruments

             32,974         (3     -             -           -            32,971    
  

 

 

 

Total

     32,974         (3     -             -           -            32,971    

LIABILITIES

               

Derivative instruments

     6,908         (1,095     -             -           -            5,813    
  

 

 

 

Total

     6,908         (1,095     -             -           -            5,813    
Level 3 Reconciliation       
  

 

 

 
December 31, 2013        Opening 
    balance 
     Gain (loss)
recognized in
profit or loss
    Gain (loss)
recognized in
equity
     Net of
purchases,
sales and
agreements
    Transfers
between level
1 and level 2
     Closing    
balance    
 

 

 
     MCh$                                MCh$  

ASSETS

               

Trading securities

             -            -             -           -            -     

Financial assets available for sale

             -            -             -           -            -     

Derivative instruments

     32,971         9,729        -             (6,978     -            35,722    
  

 

 

 

Total

     32,971         9,729        -             (6,978     -            35,722    

LIABILITIES

               

Derivative instruments

     5,813         5,703        -             (8,800     -            2,716    
  

 

 

 

Total

     5,813         5,703        -             (8,800     -            2,716    

1.2.3 Hierarchy for remaining assets and liabilities

The following table classifies assets and liabilities not measured at fair value on a recurring basis, in accordance with the fair value hierarchy as of year-end 2013 and 2012.

 

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As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

          Fair value measurement of non-recurring items  
             
     

 

 

 
As of December 31, 2012    Note     Estimated Fair 
Value
     Level 1      Level 2            Level 3  

 

 
          MCh$      MCh$      MCh$            MCh$  

ASSETS

              

Cash and deposits in banks

   5      520.228           -         -               520.228     

Cash in the process of collection

   5      123.777           -         -               123.777     

Investments under agreements to resell

   7      21.313           -         -               21.313     

Loans and receivables from banks

   9      482.371           -         -               482.371     

Loans and receivables from customers

   10      10.033.332           -         -               10.033.332     

Held to maturity investments

   11      101.941           -         101.941         -           
     

 

 

 
        11.282.962           -         101.941         11.181.021     

LIABILITIES

              

Current accounts and demand deposits

   17      1.112.675           -         -               1.112.675     

Cash in the process of collection

   5      68.883           -         -               68.883     

Obligations under repurchase agreements

   7      257.721           -         -               257.721     

Time deposits and saving accounts

   17      7.669.588           -         7.393.321         276.267     

Borrowings from financial institutions

   18      967.380           -         -               967.380     

Debt issued

   19      1.899.283           -         1.899.283         -           

Other financial obligations

   19      18.120           -         -               18.120     
     

 

 

 
        11.993.650           -         9.292.604         2.701.046     
         

Fair value measurement of non-recurring items

 

 
     

 

 

 
As of December 31, 2013    Note     Estimated Fair 
Value
     Level 1      Level 2            Level 3  

 

 
          MCh$      MCh$      MCh$            MCh$  

ASSETS

              

Cash and deposits in banks

   5      911.088           -         -         911.088     

Cash in the process of collection

   5      112.755           -         -         112.755     

Investments under agreements to resell

   7      201.665           -         -         201.665     

Loans and receivables from banks

   9      217.944           -         -         217.944     

Loans and receivables from customers

   10      12.691.109           -         -         12.691.109     

Held to maturity investments

   11      231.880           -         231.880         -           
     

 

 

 
        14.366.441           -         231.880         14.134.561     

LIABILITIES

        -                 -         -               -           

Current accounts and demand deposits

   17      3.451.383           -         -               3.451.383     

Cash in the process of collection

   5      57.352           -         -               57.352     

Obligations under repurchase agreements

   7      342.445           -         -               342.445     

Time deposits and saving accounts

   17      7.320.493           -         7.094.291         226.202     

Borrowings from financial institutions

   18      1.295.807           -         -               1.295.807     

Debt issued

   19      2.388.752           -         2.388.752         -           

Other financial obligations

   19      16.807           -         -               16.807     
     

 

 

 
        14.873.039           -             9.483.043         5.389.996     

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

NOTE 35 -    RISK MANAGEMENT

1.   Introduction:

As a result of its activities, the Bank is exposed to several types of risks mainly related to its loan portfolio and financial instruments. The following sections describe the Bank’s main business activities and policies as they relate to risk management.

Risk Management Structure:

Board of Directors

At Corpbanca, the Board of Directors plays a leading role in corporate governance. They are responsible for establishing and monitoring the Bank’s risk management structure, for which it has a corporate governance system aligned with international best practices and Chilean regulations, mainly from the SBIF. One of the principal functions of the Board of Directors is to monitor, evaluate and guide upper management to ensure that their actions are in line with best practices. To accomplish this, various Committees, support areas, codes and manuals have been developed, which lay out behavioral guidelines for the Bank’s associates and assist them in carrying out their functions related to controlling and managing the Bank’s risks.

Directors’ and Audit Committee

The purpose of the Directors Committee is to strengthen self-regulation within the Bank, thus improving the efficiency of the directors’ supervisory activities. This committee is responsible for, among other functions, examining accounting and financial reports, transactions with related parties and compensation of managers and senior executives.

The Audit Committee’s objective is to promote efficiency within the Bank’s internal control systems and compliance with regulations. In addition, it must reinforce and support both the function of the Bank’s Office of the Comptroller and its independence from management and serve, at the same time, as a bridge between the internal audit department and the external auditors as well as between these two groups and the Board of Directors.

At a meeting of the Board of Directors on August 30, 2011, the board agreed that the Directors’ Committee would take on additional functions of an audit committee and its name would be changed to the Directors’-Audit Committee.

Corporate Governance Committee

The Corporate Governance Committee is a consultation body of the Board of Directors whose mission is to ensure the existence and development within the Bank of the best corporate governance practices for financial entities. To this end, it is responsible for evaluating the current practices and policies, proposing and making recommendations to the Board of Directors on improvements, reforms and adjustments that it deems appropriate, also ensuring proper implementation and application of these corporate governance practices and policies defined by the Bank’s Board of Directors. The Committee performs these functions for the Bank, its divisions, its subsidiaries and its foreign entities.

The Committee is comprised of five members of the Board of Directors and may include external advisors. It is chaired by Catalina Saieh Guzmán. The other members are Ana Holuigue Barros, Rafael Guilisasti Gana, José Luis Mardones Santander and Gustavo Arriagada Morales. Its permanent advisor is Alejandro Ferreiro Yazigi. During 2013, the Corporate Governance Committee met 9 times.

This Committee is governed by its by-laws, as well as applicable SBIF regulations, general character standards from the SVS, the General Banking Law, the Corporations Law and other current laws and regulations or others issued in the future on these matters. The work of this Committee is also particularly based on the principles of the Organization for Economic Cooperation and Development (OECD) as well as of the Basel Committee on Banking Supervision with regards to good governance matters in financial companies.

 

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As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

During 2013, the Committee approved the by-laws that govern the Committee in terms of its composition and quorum for meeting, as well as its functions, powers and sessions.

Loan Committees

These committees are comprised of executives from the commercial and risk divisions as well as directors based on the required credit attributions and are intended to make decisions on different loan transactions and conditions that involve credit risk for the Bank. In addition, the highest decision-making authority the Executive Committee approves new, amended and/or updated credit policies.

Commercial Risk Committee

The objective of this Committee is to evaluate risk policies, mechanisms and procedures in place as well as to recommend measures and adjustments that help optimize the risk-return ratio for all segments within retail or consumer banking, maintaining risk in line with the returns sought by the Bank, granting flexible and specialized services that meet their customers needs. It proposes policies and strategies to improve diverse credit risk management processes in order to evaluate, rate and control the Bank’s internal processes to guarantee effective compliance and achieve proposed objectives. It reports directly to the Bank’s Board of Directors and is comprised of several directors other than the members of the Directors’-Audit Committee.

Asset-Liability Committee (ALCO)

This committee is responsible for establishing the policy framework for financial risk management, in accordance with guidelines defined by the Board of Directors and current legislation, as well as reviewing macroeconomic and financial conditions, the risks taken by the Company and the results obtained. Its main function is divided between commercial and financial matters. It approves the strategies that guide the Bank’s composition of assets and liabilities, cash inflows and outflows and transactions with financial instruments. This was done so that, after considering the diverse alternatives available, the Bank makes the decisions that ensure the highest and most sustainable returns with risk levels that are compatible with the financial business, current regulations and internal standards.

Committee on the Prevention of Money Laundering and Terrorist Financing

This committee is in charge of preventing money laundering and terrorism financing. Its main purposes include planning and coordinating activities to comply with related policies and procedures, maintaining itself informed of work carried out by the Compliance Officer and making decisions on any improvements to control measures proposed by the Compliance Officer.

Compliance Committee

The purpose of this committee is to monitor compliance with the Codes of Conduct and other complementary rules; establish and develop procedures necessary for compliance with these codes; interpret, administer and supervise compliance with these rules; and resolve any conflicts that may arise. This committee is comprised of one director; the Chief Executive Officer; the Legal Services Division Manager; the Organizational Development Division Manager and the Compliance Officer.

Office of the Comptroller

The main function of the Office of the Comptroller is to support the Board of Directors and upper management to ensure maintenance, application and proper functioning of the Bank’s internal control system, which also entails supervising compliance with rules and procedures.

Code of Conduct and Market Information Manual

Corpbanca’s objective is to continue progressing to become the best bank and have first-rate human capital. All associates and directors of Corpbanca and its subsidiaries must adhere to ethical standards based on principles and values designed to guide and maintain the highest possible standards.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

In response to our clients’ trust and recognition, which are vital to our success, all associates and directors should strive to retain this trust, strictly complying with the General Code of Conduct, approved in 2008 by the Bank’s management and the Audit Committee.

2.   Main risks affecting the Bank:

The main types of risks related to our business activities are market, liquidity, operational, and credit risks. The effectiveness with which we can manage the balance between risk and profitability is an important factor in determining our capability to generate sustainable profit growth on a long term basis. Our senior management focuses greatly on risk management.

2.1 Quantitative and qualitative information about Credit Risk:

Proper risk management, in all areas, and in particular with respect to Credit Risk, constitutes one of the fundamental pillars with respect to the performance of our portfolio, by ensuring that we maintain an adequate risk/return ratio.

Credit Risk management at CorpBanca is based on the following core elements:

 

-   Credit Policies.
-   Credit Processes.
-   Solid risk culture consistent with our strategy.
-   Regulated, preventive, and forward-looking risk assessment.
-   Human Resources with high level of expertise in credit determinations.
-   Active involvement of the Credit Risk Manager during the approval process, using a segmented market structure.
-   Defined Tracking and Collections Processes, with the participation of Business, Risk, and Asset Rating and Control areas.
-   Risk culture transmission within the Bank, by offering internal and external Training programs for the Business and Risk sectors.
-   The Division Manager for Companies Credit Risk performs the “checks and balances” task with respect to the Business Areas.

In addition, we have a Credit Committee structure relating to Customer Risk Ratings, with powers that are principally vested in the committees involving the Risk Managers. The concurrence of Bank Directors is required with respect to certain amounts.

These committees define the levels of individual and collective exposure levels with clients, as well as any applicable mitigating conditions, including guarantees and credit agreements, among others.

Pursuant to our risk management tools, our portfolio is divided into:

Normal Risk Portfolio

Watch List Portfolio

Default Portfolio

Normal Risk Portfolio

The risk involved is reviewed in the following events:

 

-   New credit proposals, including renewals of credit lines and special transactions.
-   As determined by the Asset Rating and Control Management Office.
-   Every time an account executive determines the occurrence of relevant changes to the customer’s risk factors that merit higher risk treatment.
-   Through a monthly sample reflected by the warning signals system.
   Through the regular review of our various centers of responsibility.

 

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As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Watch List Portfolio

To safeguard the quality of the loan portfolio, the Bank has established that the customer Watch List must include the following types of portfolios, depending on the type of problems that affect them:

 

-   Special Watch Portfolio
-   Default Portfolio

Watch List Portfolio (“WL”)

It is important to note that credits included within these categories do not necessarily represent expected losses for us.

An asset in WL presents weaknesses that can be corrected. As such, it must receive special attention from the Business Areas and is subject to active control and monitoring measures by the Asset Rating and Control Management Office.

An asset in WL is managed by the Business Areas, which must comply with action plans established by the Watch List Committee.

Portfolios in WL, in addition, are reviewed by the Watch List Committee, which is comprised by the Division Manager for Companies Credit Risk and/or the Credit Risk Managers, the Asset Rating and Control Manager, and the Business Area Managers, according to the following schedule:

 

Every 4 months         Customer review under the following strategies:
   Exit strategy
   Pursuit of collateral
   Reduction of risk through renegotiation, heavier collection efforts
Every 6 months    Follow-up
Every 2 months    Structured Exit
   In the event the loan remains unpaid,

The WL Committee conducts special surveillance reviews of all customers with debts in excess of MCh$50 million.

The Manager of Risk of each business segment and the Asset Rating and Control Manager are responsible to oversee the follow-up and compliance by the account executive of the action and agreement plans of the Watch List Committee.

Plans of action

Every debtor on the watch list must have a defined action plan. The action plan is agreed to by account executives and the Asset Rating and Control Management Office (“GCCA”), and is reviewed by the Watch List Committee.

The action plans consist of:

 

Customers with an exit plan

The Bank takes a full risk exit decision. These customers must have a defined payment plan.

   V1
Customers with a plan to increase their collateral    V2

Customers with a plan to reduce exposure.

Reduce debt to an amount at which the Bank feels comfortable.

   V3

Customers with a monitoring plan.

Lower degree of concern, for example: monitoring a company’s committed and not specified capitalization, specific payments arrears, payment of claims disputed by the insurance company.

   V4

 

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As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Customers with a structured payment plan.

A defined payment plan for the full debt, needing only control of timely paid installments.

   V5

Satisfactory Asset Customers.

Customers who have exited the system due to satisfactorily complying with the action plans agreed

   V0

Variables that determine the classification of a Watch List asset

 

1. An analysis of warning signs, could include:

 

  Customer Warning Signs

Change of ownership, partners or guarantors

Issues among partners

Change in the marital status of guarantors

Changes in the ownership of fixed assets

Labor issues

Quality of financial information

Adverse situation in industry or market in which debtor does business

Regulatory changes

Damage to facilities

 

  Other Warning Signs

Reduction in sales

Reduction in the gross and operational margins

Increase in cash flow cycles (inventory and accounts receivable turnover ratios)

High retirement rates among partners

Increase in investments and account receivables corresponding to related entities

Structural changes in pertinent markets

Major investment projects

 

  Payment Behavior

Payment defaults for 30 days in the Financial System and/or Defaulted Portfolio

Requesting continual renewals

Continuous internal overdrafts

Unpaid balances more than 30 days past due in financial system and/or past-due portfolio

Documents issued with insufficient funds

Scarce movements in current account

Unexplained labor and other violations

Number of defaults in Bank and financial system

 

2. Customer Risk Rating.

Client merits rating A6 classification or worse,

 

3. Customer Analysis

Review of business circumstances and changes in the financial situation due to credit line renewals or requests for one-time credits.

 

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As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Who obtains access to The Watch List

 

  Account Executives
  Risk Managers
  Approval Committees, as required,
  Defaulted and Expired Portfolio Committees
  Asset Rating and Control Manager
  Business Managers

Who grants access to the Watch List

The Asset Rating and Control Manager

The Asset Rating and Control Management, who grants the access, changes the plans under Watch List and/or excludes the clients from this segment.

The Asset Rating and Control Management Office is the only body that can amend, modify or exclude a client from the Watch List.

How is a client excluded from the Watch List.

Upon request to the committee, which reviews the background and either approves or rejects.

How is the Business Area notified of Committee resolutions.

Through a minute issued by the Asset Rating and Control Management Office.

Normalization Portfolio

The Bank maintains a functional area dealing with loans defined as the Normalization Portfolio. The activities of the area include:

 

   

Analysis of the status of borrowers to assess chances of recovery;

   

Establishing strategies and action plans to arrive at negotiated payment schedules;

   

Making the decision, based on the compliance with negotiated payment schedules, about whether to transfer customers to court collection;

   

Supervising and monitoring the progress of legal collection; and

   

Establishing mechanisms for the control and monitoring of impaired customers and the transfer of such customers to the function area of Normalization.

On a monthly basis, compliance with the above functional assignments is monitored by the Asset Rating and Control Management Office.

The portfolio itself is reviewed monthly by a Committee composed of the Chief Executive Officer, the Division Manager for Company Credit Risk, the Normalization area manager, the normalization are sub-manager and the Asset Rating and Control Manager.

Financial Derivatives Agreements

We maintain strict controls over our open positions in derivative agreements negotiated directly with counterparties. In all cases, credit risk is limited to the fair value of those agreements that are favorable to us (active position), which represent a small fraction of the notional values of those instruments. This exposure to credit risk is managed as part of client loan limits, in addition to potential exposures due to market fluctuations. In order to mitigate risk, we usually operate with deposit margins of the counterparties.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Contingent Commitments

We use several instruments that, notwithstanding their exposure to credit risk, are not reflected in the Balance Sheet: personal guaranties, documented letters of credit, guarantees and commitments to grant loans.

Personal guaranties represent an irrevocable payment obligation. In the event that a guaranteed client defaults on obligations to third parties secured by us, it the corresponding payments are made, such that these transactions represent the same exposure to credit risk as a common loan.

Letters of credit are documented bank commitments on behalf of a client, which are guaranteed by assets in transit to which such letter is related, such that letter of credit represents less risk than direct indebtedness. Guaranties are contingent commitments that become effective only if a client defaults on its obligation to execute certain actions, as agreed with third parties.

With respect to our commitments to grant loans, we are potentially exposed to losses in an amount equal to the total unused amount of the commitment. However, the probable amount of losses is less than the total unused amount of the commitment. We monitor the maturity of credit lines because, generally, long term commitments have a higher credit risk than short term commitments.

Financial Instruments

For these types of assets, we measure the probability of an unrecoverable issuer default by using internal and external ratings, such as independent risk rating agencies.

Maximum Exposure to Credit Risk

The following table presents the distribution, by financial asset, of our maximum exposure to credit risk, as of December 31, 2012 and 2013, for different balance sheet components, including derivatives, and without deducting security interests in personal or real property or other credit improvements.

 

          Maximum exposure        
     Notes    2012      2013  
          MCh$      MCh$  

Loans and receivables to banks

   9      482,371           217,944     

Loans and receivables to customers

   10      9,993,890           12,771,642     

Derivative financial instruments

   8      268,027           376,280     

Investments under agreements to resell

   7      21,313           201,665     

Financial investments available-for-sale

   11      1,112,435           889,087     

Financial investments held-to-maturity

   11      104,977           237,522     

Other assets

   16      149,903           293,118     

Total

            12,132,916             14,987,258     
     

 

 

    

 

 

 

For further detail of the concentration by financial security type, please refer to the specific Notes referenced above.

For financial assets recognized on the balance sheet, maximum exposure to credit risk represents the balance sheet carrying value after allowance for impairment.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

An analysis of credit risk concentration by industry of loans is as follows:

 

            2012      2013  
     Notes      Maximum
gross
exposure
    

Maximum net  

exposure (1)  

     %             

Maximum gross

exposure

    

Maximum net

exposure

     %          
            MCh$      MCh$               MCh$      MCh$         

Manufacturing

        817.284         808.665          10,90%          831.804         823.633          8,96%   

Mining

        356.709         352.947          4,76%          786.261         778.537          8,47%   

Electricity, gas and water

        417.645         413.241          5,57%          497.619         492.729          5,36%   

Agriculture and Livestock

        263.290         260.513          3,51%          302.914         299.938          3,26%   

Forestry and wood extraction

        38.836         38.427          0,52%          32.525         32.205          0,35%   

Fishing

        48.611         48.098          0,65%          1.212         1.200          0,01%   

Transport

        203.982         201.831          2,72%          362.074         358.516          3,90%   

Communications

        70.982         70.233          0,95%          115.094         113.963          1,24%   

Construction

        964.373         954.203          12,87%          1.111.889         1.100.965          11,97%   

Commerce

        914.870         905.221          12,21%          1.469.127         1.454.694          15,82%   

Services

        3.090.167         3.057.578          41,23%          3.676.693         3.640.575          39,60%   

Others

        308.111         304.862          4,11%          98.244         97.147          1,06%   
     

 

 

    

 

 

    

Subtotal Commercial Loans

     10           7.494.860         7.415.819          100%          9.285.456         9.194.102          100%   

Consumer Loans

     10           1.076.656         1.052.585             1.623.249         1.595.532       

Mortgage Loans

     10           1.531.975         1.525.486             1.988.976         1.982.008       
     

 

 

       

 

 

    

Total

            10.103.491         9.993.890                     12.897.681         12.771.642       
     

 

 

       

 

 

    

(1) Net of allowances

Collateral

For purposes of credit risk mitigation, we hold collateral in our favor. The main collateral provided by customers is included below:

For loans to companies, the main collateral is: Machinery or equipment, Site-specific real estate development projects, and Sites or Urban Real Estate.

For loans to individuals, the main collateral is: Houses, Apartments and Automobiles.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

Credit quality by financial asset class

With regard to the quality of credits, these are described consistent with the standards issued by the Superintendency for Banks and Financial Institutions. A detail by credit quality is summarized as follows:

December 31, 2012

 

    Individual Portfolio     Group Portfolio            
   

Normal Portfolio

 

                Normal
Portfolio
    Impaired
Portfolio
                 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   
    A1
MCh$
   

A2

MCh$

   

A3

MCh$

   

A4

MCh$

   

A5

MCh$

   

A6

MCh$

   

B1

MCh$

   

B2

MCh$

   

Impaired

MCh$

   

Total

MCh$

    MCh$         MCh$        

Total     

MCh$     

   

General Total

MCh$

    Note
 

 

 

   

 

 

   

 

 

   

Loans and receivables from banks

    463,159        9,080        10,310        -             -             -             -             -                482,549         -             -             -              482,549       9

Loans and receivable from customers

                             

Commercial loans:

                             

General Commercial loans

    127,381        1,068,995        1,548,114        1,967,759        911,992        36,551        61,696        22,809         78,178         5,823,475         591,842        37,859        629,701         6,453,176      

Foreign Trade loans

    -             18,758        162,015        132,106        39,748        20,515        23,009        2,856         18,036         417,043         7,524        257        7,781         424,824      

Lines of credit and overdrafts

    -             492        6,336        11,285        2,530        126        100        44         186         21,099         7,885        261        8,146         29,245      

Factored receivables

    -             -             19,817        36,031        23,673        1,505        415        35         322         81,798         5,631        193        5,824         87,622      

Leasing contracts

    -             5,455        19,130        123,453        111,864        10,336        20,683        218         18,636         309,775         30,208        1,311        31,519         341,294      

Other outstanding loans

    -             234        358        2,026        392        51        16               826         3,905         154,508        286        154,794         158,699      
 

 

 

   

 

 

   

Subtotal Commercial loans

    127,381        1,093,934        1,755,770        2,272,660        1,090,199        69,084        105,919        25,964         116,184         6,657,095         797,598        40,167        837,765         7,494,860       10

Consumer loans

    -             -             -             -             -             -             -             -              -              -              1,043,027        33,629        1,076,656         1,076,656       10

Mortgage loans

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-      

 

  

 

   

 

-      

 

  

 

   

 

-      

 

  

 

   

 

1,499,243

 

  

 

   

 

32,732

 

  

 

   

 

1,531,975 

 

  

 

   

 

1,531,975 

 

  

 

  10

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total loans and receivable to customers

    127,381        1,093,934        1,755,770        2,272,660        1,090,199        69,084        105,919        25,964         116,184         6,657,095         3,339,868        106,528        3,446,396         10,103,491      

Financial investments

    -             -             -             -             -             -             -             -              -              -              -             -             -              -           

 

F-183


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

December 31, 2013

 

    Individual Portfolio               Group Portfolio            
 

 

 

   
   

Normal Portfolio

 

   

Impaired Portfolio    

 

                  Normal
  Portfolio
    Impaired
Portfolio
                 
 

 

 

       

 

 

   

 

 

   
    A1
MCh$
   

A2

MCh$

   

A3

MCh$

   

A4

MCh$

   

A5

MCh$

   

A6

MCh$

   

B1

MCh$

   

B2

MCh$

   

Impaired

MCh$

   

Total

MCh$

    MCh$     MCh$      

Total  

MCh$  

   

General Total 

MCh$ 

    Note
 

 

 

   

 

 

   

 

 

   

Loans and receivables from banks

    140,017        30,469        47,595        -             -             -             -             -             -             218,081        -             -             -             218,081        9
    -             -             -             -             -             -             -             -             -             -             -             -             -             -            

Loans and receivable from customers

    -             -             -             -             -             -             -             -             -             -             -             -             -             -            

Commercial loans:

    -             -             -             -             -             -             -             -             -             -             -             -             -             -            

General Commercial loans

    190,904        1,309,328        2,544,546        2,158,738        613,593        39,635        188,112        32,088        197,290        7,274,234        370,663        44,530        415,193        7,689,427       

Foreign Trade loans

    14,671        141,600        159,657        63,862        21,765        -             12,900        2,737        31,505        448,697        10,050        327        10,377        459,074       

Lines of credit and overdrafts

    1        1,592        4,833        7,530        1,629        154        201        33        566        16,539        10,952        444        11,396        27,935       

Factored receivables

    -             1,501        32,596        31,539        1,160        -             718        -             172        67,686        7,588        110        7,698        75,384       

Leasing contracts

    1,031        11,664        146,350        339,226        139,767        8,497        29,465        3,752        31,979        711,731        94,132        6,019        100,151        811,882       

Other outstanding loans

    1        277        2,692        4,660        1,594        49        205        46        949        10,473        210,801        480        211,281        221,754       
 

 

 

   

Subtotal Commercial loans

    206,608        1,465,962        2,890,674        2,605,555        779,508        48,335        231,601        38,656        262,461        8,529,360        704,186        51,910        756,096        9,285,456        10

Consumer loans

    -             -             -             -             -             -             -             -             -             -             1,579,321        43,928        1,623,249        1,623,249        10

Mortgage loans

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

-     

 

  

 

   

 

1,954,173

 

  

 

   

 

34,803

 

  

 

   

 

1,988,976

 

  

 

   

 

1,988,976  

 

  

 

  10

 

 

 

 

   

Total loans and receivable to customers

    346,625        1,496,431        2,938,269        2,605,555        779,508        48,335        231,601        38,656        262,461        8,747,441        4,237,680        130,641        4,368,321        13,115,762       

Financial investments

    -             -             -             -             -             -             -             -                 -             -             -             -            

 

F-184


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended

December 31, 2011, 2012 and 2013

 

The overdue analysis by financial asset class is as follows:

 

     December 31, 2012  
     1-29 days     

30-89

days

     90 days
or more
     Total  
     MCh$      MCh$      MCh$      MCh$  

Loans and receivables to banks

                               

Loans and receivables to customers:

           

Commercial loans

     35,226          11,735          41,792          88,753    

Mortgage loans

     3,128          1,857          7,272          12,257    

Consumer loans

     2,662          1,745          2,208          6,615    

Financial investments

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

             41,016                  15,337                51,272              107,625    
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2013  
     1-29 days     

30-89

days

     90 days
or more
     Total  
     MCh$      MCh$      MCh$      MCh$  

Loans and receivables to banks

                               

Loans and receivables to customers:

           

Commercial loans

     50,380          14,200          52,036          116,616    

Mortgage loans

     1,493          1,108          4,614          7,215    

Consumer loans

     26,007          7,449          7,441          40,897    

Financial investments

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     77,880          22,757          64,091          164,728    
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair value of the collateral of overdue but not impaired loans was MCh$223,509 as of December 31, 2012 and MCh$445,889 as of December 31, 2013.

 

F-185


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The following tables details assets and liabilities by currency as of December 31, 2012 and 2013:

 

As of December 31, 2012   Notes   US$          Euro          Yen          Sterling pound          Colombian pesos          Other currencies          UF          Pesos                TC          Total       
        MCh$          MCh$          MCh$          MCh$          MCh$          MCh$          MCh$          MCh$                MCh$             

Cash and due from bank

  5     274,232        1,487        61        1,157             114,912             313             -             128,066        -              520,228    

Cash in the process of collection

  5     24,081        1,344        -             7             614             582             -             97,149        -              123,777    

Trading portfolio financial assets

  6     357        -             -             -                  104,519             -                  5,128        49,894        -              159,898    

Investments under agreements to resell

  7     72        -             -             -                  -                  -                  1,009        20,232        -              21,313    

Derivative financial instruments

  8     155,142        -             -             -                  4,699             -                  -             108,186        -              268,027    

Loans and receivables from banks

  9     91,443        -             -             -                  804             -                  -             390,124        -              482,371    

Loans and receivables from customers

  10     1,462,191        34,378        -             104             1,637,625             -                  3,487,311        3,366,221        6,060         9,993,890    

Financial investments available-for-sale

  11     23,059        -             -             -                  218,350             -                  481,512        382,188        7,326         1,112,435    

Held to maturity investments

  11     11,982        -             -             -                  82,896             -                  10,099        -             -              104,977    

Investments in other companies

  12     -             -             -             -                  2,210             -                  -             3,583        -              5,793    

Intangible assets

  13     123        -             -             -                  23,347             (227)            -             466,063        -              489,306    

Property, plant and equipment

  14     99        -             -             -                  9,347             -                  -             55,640        -              65,086    

Current taxes

  15     -             -             -             -                  -                  -                  -             -             -              -          

Deferred income taxes

  15     458        -             -             -                  8,653             -                  -             31,473        -              40,584    

Other Assets

  16     23,323        145        -             -                  15,071             -                  24        111,340        -              149,903    
   

 

 

 

Total Assets

          2,066,562        37,354        61        1,268             2,223,047             668             3,985,083        5,210,159        13,386         13,537,588    
   

 

 

 

Current accounts and demand deposits

  17     77,318        608        -             45             309,562             46             5,908        719,188        -              1,112,675    

Cash in the process of collection

  5     18,579        990        251        1,113             457             636             -             46,857        -              68,883    

Obligations under repurchase agreements

  7     13,455        -             -             -                  -                   -                  -             244,266        -              257,721    

Time deposits and saving accounts

  17     840,994        2,329        -             -                  1,504,242             -                  740,654        4,594,455               7,682,675    

Derivative financial instruments

  8     94,820        -             -             -                  5,568             -                  30        93,426        -              193,844    

Borrowings from financial institutions

  18     953,856        2,297        -             104             13,671             99             -             (506     -              969,521    

Debt issued

  19     -             -             -             -                  77,561             -                  1,762,222        46,821        -              1,886,604    

Other financial obligations

  19     -             -             -             -                  1,570             -                  8,583        6,544        1,423         18,120    

Current income tax provision

  15     15        -             -             -                  8,647             -                  -             395        -              9,057    

Deferred income taxes

  15     -             -             -             -                  14,650             -                  -             106,064        -              120,714    

Provisions

  20     2,957        -             -             -                  53,950             -                  -             79,333        -              136,240    

Other Liabilities

  21     (27,078     30,789        (190     7             25,208             89             1,410        49,633        -              79,868    
   

 

 

 

Total Liabilities

      1,974,916        37,013        61        1,269             2,015,086             870             2,518,807        5,986,476        1,424         12,535,922    
   

 

 

 

Net Assets (liabilities)

      91,723        341        -             (1)            209,424             (202)            1,459,415        (770,996     11,962         1,001,666    

Contingent loans

  22     1,384,964        13,591        98        146             573,937             -                  -             423,328        -              2,396,064    
                        -          

Net asset (liability) position

      1,476,687        13,932        98        145             783,361             -                  1,466,276        (347,668     11,962         3,404,591    

The analysis, by contractual maturity, of assets and liabilities can be found in Note 36.

 

F-186


Table of Contents

CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

As of December 31, 2013   Notes   US$          Euro          Yen          Sterling pound          Colombian pesos          Other currencies          UF              Pesos            TC          Total    
        MCh$          MCh$          MCh$          MCh$          MCh$          MCh$          MCh$              MCh$            MCh$             

Cash and due from bank

  5     172,340        3,625        98        67             595,663             390             -             138,905        -              911,088    

Cash in the process of collection

  5     30,380        1,529        -             2,214             727             167             -             77,738        -              112,755    

Trading portfolio financial assets

  6     -             -             -             3             390,706             -                  9,310        31,664        -              431,683    

Investments under agreements to resell

  7     -             -             -             -                  190,005             -                  772        10,888        -              201,665    

Derivative financial instruments

  8     191,371        -             -             -                  36,507             -                  -             148,402        -              376,280    

Loans and receivables from banks

  9     63,716        -             -             -                  14,223             -                  -             140,005        -              217,944    

Loans and receivables from customers

  10     1,205,734        4,039        -             240             4,985,764             -                  3,676,190        2,885,446        14,229         12,771,642    

Financial investments available-for-sale

  11     74,381        -             -             -                  255,782             -                  201,724        349,001        8,199         889,087    

Held to maturity investments

  11     10,563        -             -             -                  218,327             -                  8,632        -             -              237,522    

Investments in other companies

  12     -             -             -             -                  10,994             -                  -             4,471        -              15,465    

Intangible assets

  13     118        -             -             -                  355,572             -                  -             481,232        -              836,922    

Property, plant and equipment

  14     1,140        -             -             -                  60,792             -                  -             36,310        -              98,242    

Current taxes

  15     -             -             -             -                  -                  -                  -             -             -              -         

Deferred income taxes

  15     787        -             -             -                  52,005             -                  -             36,426        -              89,218    

Other Assets

  16     54,652        -             -             -                  44,413             -                  8        194,045        -              293,118    
   

 

 

 

Total Assets

      1,805,182        9,193        98        2,524             7,211,480             557             3,896,636        4,534,533        22,428         17,482,631    
   

 

 

 

Current accounts and demand deposits

  17     91,314        1,272        -             1             2,492,576             11             11,602        854,607        -              3,451,383    

Cash in the process of collection

  5     11,434        1,371        -             54             698             57             -             43,738        -              57,352    

Obligations under repurchase agreements

  7     10,899        -             -             -                  256,455             -                  -             75,091        -              342,445    

Time deposits and saving accounts

  17     626,742        267        -             -                  2,537,342             -                  377,280        3,796,071               7,337,703    

Derivative financial instruments

  8     137,037        -             -             -                  19,922             -                  32        124,592        -              281,583    

Borrowings from financial institutions

  18     836,699        3,326        -             240             433,857             -                  -             282        -              1,273,840    

Debt issued

  19     382,466        -             -             -                  347,909             -                  1,637,283        46,899        -              2,414,557    

Other financial obligations

  19     -             -             -             -                  1,122             -                  6,224        8,840        621         16,807    

Current income tax provision

  15     715        -             -             -                  17,695             -                  -             26,748        -              45,158    

Deferred income taxes

  15     104        -             -             -                  82,916             -                  -             96,447        -              179,467    

Provisions

  20     3,424        -             -             -                  67,386             -                  -             94,122        -              164,932    

Other Liabilities

  21     92,877        2,766        98        2,226             59,544             351             914        26,731        -              185,507    
   

 

 

 

Total Liabilities

          2,193,711        9,002        98        2,521             6,317,422             419             2,033,335        5,193,604        622         15,750,734    
   

 

 

 

Net Assets (liabilities)

      (389,413     191        -             3             892,414             138             1,863,301        (671,401     21,806         1,731,897    

Contingent loans

  22     1,318,986        12,127        78        -                  1,012,045             -                  158,588        250,105        -              2,751,929    
      -             -             -             -                  -                  -                  -             -             -           

Net asset (liability) position

      929,573        12,318        78        3             1,904,459             138             2,021,889        (421,296     21,806         4,483,826    

The analysis, by contractual maturity, of assets and liabilities can be found in Note 36.

1. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT FINANCIAL RISK

  A.   Definition and Principles of Financial Risk Management

This section describes the financial risks, liquidity risk and market risks to which we are exposed in our business activities. Additionally, an explanation is included of the internal tools and regulatory methods used to control these risks, portfolios over which these market risks approach are applied and quantitative disclosures that demonstrate the level of exposure to financial risk we assumed

The principal types of inherent risk in our business are market, liquidity, operational and credit risk. The effectiveness with which we are able to manage the balance between risk and reward is a significant factor in our ability to generate long-term stable earnings growth. Our senior management places great emphasis on risk administration.

Our policy with respect to asset and liability management is to maximize our net interest income and return on assets and equity while managing interest rate, liquidity and foreign exchange risks while remaining within the limits provided by Chilean banking regulations and internal risk policies and limits.

Our asset and liability management policies are developed by our Asset & Liability Committee, or our A&L Committee, following guidelines established by our Board of Directors. The A&L Committee is composed of eleven members, including a director, the Chief Executive Officer, the Division Manager—Treasury and International, the Financial Risk Manager, our Chief Financial Officer, and the Division Managers of Management Control and Planning, Retail Banking, Financial Services Offered through Subsidiaries and Commercial Banking, represented by the Managers of the

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

Corporate and Commercial Banking Divisions. The role of the Financial Risk Manager and the A&L Committee is to ensure that our treasury and international division’s operations are consistently in compliance with our internal risk policies and limits, as well as applicable regulations. The A&L Committee typically meets once per month. Senior members of our treasury and international division meet regularly with the A&L Committee and outside consultants to discuss our asset and liability position. The members of our financial risk management department are not employed in our banking operations or treasury and international division.

The market risk and control department’s activities consist of (i) applying VaR techniques (as discussed below), (ii) marking to market our fixed income portfolio, derivatives portfolio and measuring daily profit and loss from trading activities, (iii) comparing VaR and other exposures against the established limits, and (iv) providing information about trading activities to the A&L Committee, other members of senior management and the treasury and international division.

Our financial risk analysis focuses on managing risk exposure relating to (i) the interest rate risk relating to fixed income portfolio (comprised of a “trading” portfolio and “an available-for-sale” portfolio), which contains mainly Chilean government bonds, Colombian government bonds, corporate bonds, letters of credit loans issued by third parties and interest rate derivatives, (ii) the interest rate risk relating to asset and liability positions, (iii) liquidity risk, and (iv) our net foreign currency position, which includes all of our assets and liabilities in foreign currencies (mainly U.S. dollars), including derivatives that hedge certain foreign currency mismatches that arise between investments and the funding thereof.

 

1. Market Risk

a) Definition

Market risk is the exposure to economic gains or losses caused by movements in prices and market variables. This exposure stems from both the trading book, where positions are valued at fair value, and the banking book, which is at amortized cost. The different valuation methodologies require the use of diverse tools to measure and control the impact on either the value of the Bank’s positions or its financial margin. .

Decisions as to how to manage these risks are reviewed by committees, the most important of which is the Asset-Liability Committee (ALCO).

Each of the activities are measured, analyzed and reported on a daily basis using different metrics to ascertain their risk profiles.

Interest Rate Sensitivity

A key component of our asset and liability policy is the management of interest rate sensitivity. Interest rate sensitivity is the relationship between market interest rates and net interest income due to the maturity or re-pricing characteristics of interest-earning assets and interest bearing liabilities. For any given period, the pricing structure is matched when an equal amount of such assets and liabilities mature or re-price in that period. Any mismatch of interest-earning assets and interest bearing liabilities is known as a gap position. A positive gap denotes asset sensitivity and means that an increase in interest rates would have a positive effect on net interest income while a decrease in interest rates would have a negative effect on net interest income. Accordingly, a negative gap denotes asset sensitivity and means that a decrease in interest rates would have a negative effect on net interest income while an increase in interest rates would have a positive effect on net interest income.

Our interest rate sensitivity strategy takes into account not only the rates of return and the underlying degree of risk, but also liquidity requirements, including minimum regulatory cash reserves, mandatory liquidity ratios, withdrawal and maturity of deposits, capital costs and additional demand for funds. Our maturity mismatches and positions are monitored by our A&L Committee and are managed within established limits.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

Exchange Rate Sensitivity

In recent years, our operating income has benefited from fluctuations in the exchange rate between the Chilean peso and the U.S. dollar due to our policy. However, devaluation or appreciation of the Chilean peso against the U.S. dollar or other currencies in which we hold non-hedged positions could be expected to have the following principal effects:

•        If we maintain a net asset position (or positive gap) in U.S. dollars and a devaluation of the Chilean peso against the dollar occurs, we would record a related gain, and if an appreciation of the Chilean peso occurs, we would record a related loss,

•        If we maintain a net liability position (or negative gap) in U.S. dollars and a devaluation of the Chilean peso against the dollar occurs, we would record a related loss, and if an appreciation of the Chilean peso occurs, we would record a related gain,

•        If the inflation rate, reflected on a UF-value variation, for a period exceeded the devaluation of the Chilean peso against the U.S. dollar during the same period, we would record a related gain if it had a net asset position (or positive gap) in UFs which exceeded a net liability position (or negative gap) in U.S. dollars, and we would record a related loss if we had a net liability position (or negative gap) in U.S. dollars which exceeded a net asset position (or positive gap) in UFs. The same effect would occur if there were an appreciation of the Chilean peso against the U.S. dollar, and

•        If the inflation rate, reflected on a UF-value variation, for a period were lower than the rate of devaluation of the Chilean peso against the U.S. dollar during the same period, we would record a related gain if we maintained a net asset position (or positive gap) in U.S. dollars and a net liability position (or negative gap) in UFs and, accordingly, we would record a related loss if we had a net liability position (or negative gap) in U.S. dollars and a net asset position (or positive gap) in UFs.

The following section describes the main risk factors along with the tools we use to monitor the most important impacts of market risk factors to which the Bank and its subsidiaries are exposed.

 

  1. Risk Factors

 

  a) Foreign Exchange Risk

Foreign exchange risk is the exposure to adverse movements in the exchange rates of currencies other than the base currency for all balance sheet and off-balance sheet positions.

The main sources of foreign exchange risk are:

- Positions in foreign currency (FX) within the trading book.

- Currency mismatches between assets and liabilities in the banking book.

- Cash flow mismatches in different currencies.

- Structural positions produced from consolidating assets and liabilities from our foreign branches and subsidiaries denominated in currencies other than the Chilean peso. As a result, movements in exchange rates can generate volatility within the bank’s income statement and equity. This effect is known as “translation risk”.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

  b) Indexation Risk

Indexation risk is the exposure to changes in indexed units (e.g. UF, UVR or others) linked to domestic or foreign currency in which any instruments, contracts or other transactions recorded in the balance sheet may be denominated.

 

  c) Interest Rate Risk

Interest rate risk is the exposure to movements in market interest rates. Changes in market interest rates can affect both the price of trading instruments and the net interest margin and other gains from the banking book such as fees. Likewise, fluctuations in interest rates can affect the underlying value of the Bank’s assets and liabilities and of derivative instruments that are recorded off balance sheet at fair value.

Interest rate risk can be represented by sensitivities to parallel and/or non-parallel yield shifts with the effects reflected in the prices of instruments, the financial margin and equity.

Movements in interest rates can be explained by at least the following risk factors:

 

   

Systemic risk

 

   

Funding liquidity risk

 

   

Credit risk

 

   

Specific risk

 

  i. Prepayment or Call Risk

This risk arises from the possible prepayment (partial or full) of any transaction before its contractual maturity, generating the need to reinvest the freed cash flows at a different rate than that of the prepaid transaction.

 

  ii. Underwriting Risk

This risk arises as a result of the Bank underwriting a placement of bonds or other debt instruments, taking on the risk of coming to own the portion of the issuance that could not be placed among potential interested parties.

 

  d) Correlation Risk

Correlation risk is the exposure to changes in estimated correlations between the relative value of two or more assets, or a difference between the effective and estimated correlation over the life of the transaction.

 

  e) Market Liquidity Risk

Market liquidity risk is the exposure to losses as a result of the potential impact on transaction prices or costs in the sale or closure of a position. This risk is related to the particular market’s degree of depth.

 

  f) Volatility Risk

In addition to the exposure related to the underlying asset, issuing options has other risks. These risks arise from the non-linear relationship between the gain generated by the option and the price and level of the underlying factors, as well as the exposure to changes in the perceived volatility of these factors.

b) Management Principles

The following principles govern the market risk management efforts of CorpBanca and its subsidiaries:

 

   

Business and trades are conducted in line with established policies, pre-approved limits, guidelines, procedure controls and clearly defined delegation of decision-making authority, in compliance with applicable laws and regulations.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

   

The Bank’s organizational structure must ensure effective segregation of duties so that trading, monitoring, accounting and risk measurement and management are performed and reported independently using a dual-control system.

 

   

Trading of new products and participation in new markets can only take place if:

 

  ¡   

The product has been approved by the Bank’s New Product Committee.

 

  ¡   

A full assessment has been conducted to determine if the activity falls within the bank’s general risk tolerance and specific commercial objectives.

 

  ¡   

Proper controls and limits have been set for that activity.

 

   

The limits, terms and conditions stipulated in the authorizations are monitored on a daily basis and any excesses are reported no later than the following day.

 

   

Trading positions are valued each day at fair value in accordance with the Valuation Policy.

 

   

All trades must be executed at current market rates.

 

2. Funding Liquidity Risk

 

  a)

Definition

Funding liquidity risk is the exposure of the Bank and its subsidiaries to events that affect their ability to meet, in a timely manner and at reasonable costs, cash payment obligations arising from maturities of time deposits that are not renewed, withdrawals from demand accounts, maturities or settlements of derivatives, liquidations of investments or any other payment obligation.

Financial institutions are exposed to funding liquidity risk that is intrinsic to the role of intermediary that they play in the economy. In general, in financial markets demand for medium or long-term financing is usually much greater than the supply of funds for those terms while short-term financing is in considerable supply. In this sense, the role of intermediary played by financial institutions, which assume the risk of satisfying the demand for medium and long-term financing by brokering short-term available funds, is essential for the economy to function properly.

Appropriately managing funding liquidity risk not only allows contractual obligations to be met in a timely manner, but also enables:

 

   

the liquidation of positions, when it so decides, to occur without significant losses.

 

   

the commercial and treasury activities of the Bank and its subsidiaries to be financed at competitive rates.

 

   

the Bank to avoid fines or regulatory sanctions for not complying with regulations.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

  b)

Management Principles

The principles used to manage funding liquidity risk include:

 

   

Balancing strategic liquidity objectives with corporate profitability objectives, designing and implementing investment and financing strategies to compete with our key competitors.

 

   

Designing policies, limits and procedures in accordance with banking regulations, internal rules and CorpBanca’s strategic business objectives.

 

   

Establishing a robust framework for managing liquidity risk that guarantees that the entity will maintain sufficient liquidity, including a cushion of high-quality, unencumbered liquid assets that can be used to contend with a series of stress-generating events, including those that bring about losses or weaken sources of secured and unsecured financing.

 

   

Clearly establishing liquidity risk tolerance appropriate for its business strategy and its size within the financial system.

 

   

The Bank has a financing strategy that promotes effective diversification of funding sources and maturities. It maintains a continuous presence in the funding market with correspondent banks and select customers, maintaining close relationships and promoting diversification of funding sources. It also keeps appropriate lines of financing available, ensuring its ability to obtain liquid resources quickly. The Bank has identified the main factors of vulnerability that affect its ability to secure funds and monitors the validity of the assumptions behind estimates for obtaining funding.

 

  a)

CorpBanca actively manages its intraday liquidity positions and risks in order to punctually meet its payment and liquidation obligations both under normal circumstances as well as situations of stress, contributing to the smooth operations of the payment and settlement systems.

 

3.

Counterparty Risk

Credit default risk is the risk of loss arising from non-compliance by a given counterparty, for whatever reason, in paying all or part of its obligations with the Bank under contractually agreed-upon conditions. This risk also includes a given counterparty’s inability to comply with obligations to settle derivative operations with bilateral risk.

The Bank diversifies credit risk by placing limits on the concentration of this risk in any one individual debtor, debtor group, product, industry segment or country. Such risks are continuously monitored and the limits by debtor, debtor group, product, industry and country are reviewed at least once per year and approved by the respective committee.

Exposure to credit risk is evaluated using an individual analysis of the payment capacity of debtors and potential debtors to meet their obligations on time and as agreed.

Furthermore, the Bank has strict controls for derivative contracts negotiated directly with its counterparties. This exposure is managed using limits per customer based on a risk methodology equivalent to credit risk exposure. Lastly, the values of derivatives are adjusted to reflect the expected loss from the counterparty.

 

B. Corporate Governance Structure and Committees

CorpBanca has established a sound organizational structure for monitoring, controlling and managing market risks, based on the following principles:

 

   

Risk is monitored and controlled by parties independent from those managing risk, thus correctly aligning incentives.

 

   

Management efforts should be flexible, within the framework permitted by policies, rules and current regulations.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

   

Senior management establishes the guidelines for risk appetite, and

 

   

is informed periodically on risk levels assumed, contingencies and instances when limits are exceeded.

In order to guarantee the flexibility of management efforts and communication of risk levels to upper management, a network of committees has been established, detailed as follows:

 

   

Daily Committee: Meets daily to review financial conditions and the latest market movements. This committee reviews the relevance of positions on a daily basis in order to detect in advance any scenarios that could negatively impact returns and liquidity. It also monitors the performance of strategies used for each of the portfolios.

 

   

Market and Proprietary Trading Committee: Meets weekly to analyze management of positions. This committee reviews local and global economic conditions and projections in order to analyze the potential benefits and risks of the strategies executed and evaluate new strategies.

 

   

Financial Management Committee: Meets biweekly to analyze management of structural interest rate and indexation risk in the banking book.

 

   

Liquidity Management Committee: Meets biweekly to analyze management of funding liquidity risk.

 

   

Asset-Liability Committee (ALCO): Meets biweekly to analyze economic and financial conditions and inform senior management of market and liquidity risk levels assumed by presenting indexes of market and funding liquidity risk, limit consumption and results of stress tests.

 

   

Board of Directors The board of directors is informed each quarter of the market and funding liquidity risk levels assumed by presenting established risk indexes, limit consumption and results of stress tests.

The Divisions in charge of managing market and funding liquidity risk are:

The Treasury Division is responsible for managing market risk. Its primary objective is to generate or conduct business with customers while its secondary function is to carry out proprietary trading.

The Finance and International Division is responsible for managing all structural risks in the markets in which it operates through the Financial Management and Liquidity Management Areas in order to provide greater stability to the financial margin and ensure suitable levels of solvency and liquidity.

As with the structure for financial risk at a corporate level, each local financial risk unit arranges its functions based on the specific characteristics of the business, operations, legal requirements or other relevant aspects.

In order to guarantee adherence to corporate policies and proper local execution, the corporate financial risk area and local units have the following roles and functions:

Corporate Financial Risk Area:

 

 

To design, propose and document risk policies and criteria, corporate limits and decision making and control processes.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

 

To generate management schemes, systems and tools, overseeing and supporting implementation so that they function effectively.

 

To know, assimilate and adapt internal and external best practices.

 

To drive commercial activity to attain risk-weighted results.

 

To consolidate, analyze and control financial risk incurred by all perimeter units.

Local Financial Risk Units:

 

 

To measure, analyze and control the risks under their responsibility.

 

To adapt and embrace corporate policies and procedures through local approval.

 

To define and document local policies and lead local projects.

 

To apply policies and decision-making systems to each market.

 

To adapt the organization and management schemes to corporate frameworks and rules.

 

C. Monitoring and Controlling Financial Risk

 

1. Market Risk

 

  a)

Management Tools

(1) Internal Monitoring

 

  (a)

Limits and Warning Levels

The market risk limits are established on diverse metrics trying to cover all business lines and activities subject to market risk from various perspectives. The foremost important limits are:

Trading book:

 

   

VaR Limits

   

Limits of equivalent position and/or nominal

   

Sensitivity limits to interest rates

   

Gamma and Vega Limits

Structural interest rate risk:

 

   

Sensitivity limit of net interest margin 1 year

   

Sensitivity limit of equity value

 

(i) Trading Book

The trading book consists of financial instruments that are allocated to diverse portfolios based on their strategy. The market risk of these instruments stems mainly from being recorded at fair value. As a result, changes in market conditions can directly impact their value. The following sections describe the monitoring and control structure for market risk in the trading book used during 2013.

(a) Value at Risk (VaR)

We use Value-at-Risk (VaR) methodology as a statistical tool to measure and control interest rate, currency, inflation and volatility risk inherent to the Bank trading activities

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The Value at Risk (VaR) methodology is the main tool for controlling market risk in the trading book. Its appeal lies in its providing a statistical measurement of the maximum expected loss at a certain defined level of confidence, consolidating the risk exposures with the observed distribution of market factors.

The following table shows the limit structure used by the Bank and its subsidiaries for 2013. Changes were proposed during the year to the Treasury limit structure in Chile in response to new business lines developed. As a result, two new limits were established, effective beginning January 1, 2014; one is a corporate control for all Treasury operations while the other is a limit for the long-term trading portfolio in order to provide support for the bond underwriting business. During 2013, measurements of consumption over proposed limits were taken and communicated on a daily basis.

 

 

 
VaR Limits for Bank and Subsidiaries  

 

 
(MCh$)  
          2013            2012        

CORPBANCA CHILE

  

Market Making VaR

     
  

Limit

     1,000         700         
  

Proprietary VaR

     
  

Limit

     250         250         
  

Balance Sheet VaR

     
  

Limit

     1,500         -             

* VaR limit at 95% and 1 day.

        

CONSOLIDATED COLOMBIA

  

Limit

     682         682         

(CorpBanca & Helm Bank)

        

* VaR limit at 99% and 1 day.

        

CORPBANCA CORREDORA DE BOLSA S.A.

  

Limit

     80         80         
  

VaR Rate

     
  

Limit

     60         60         
  

Variable-Income VaR

     
  

Limit

     50         50         
  

Currency VaR

     
  

Limit

     45         45         

* VaR limit at 99% and 1 day.

        

CORPBANCA NEW YORK

  

Limit

     35         35         

TABLE 1: VAR LIMIT STRUCTURE FOR THE BANK AND ITS SUBSIDIARIES

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The following table presents the use of VaR during 2013 for the Bank and its Chilean and foreign subsidiaries.

 

 

 
VaR Statistics for Bank and Subsidiaries  

 

 
(MMCh$)  

                                                         VaR with 99% confidence level

 

 
   

 

 

   

 

 

 
        2013           2012                 2011        
   

 

 

   

 

 

 
          Minimum       Average     Maximum     Last     Last     Last  
   

 

 

   

 

 

 

CORPBANCA CHILE

 

VaR

    782.11            1,370.63          3,094.57            1,465.56            852.54            516.56     
 

Diversification Effect

    20.81            74.86          559.83            50.96            230.42            41.23    
 

Interest Rate VaR

    18.61            87.39          569.28            45.65            717.13            517.01     
 

Variable-Income VaR

    -                -              -                -                -                -         
 

Currency VaR

    720.80            1,358.11          3,097.39            1,470.87            365.83            40.77     

CONSOLIDATED COLOMBIA

 

VaR

    100.99            289.53          501.40            256.20            248.32            -          

(CorpBanca & Helm Bank)

 

Diversification Effect

    203.47            29.81          323.58            13.85            23.99            -         
 

Interest Rate VaR

    87.03            321.54          812.36            329.88            247.03            -         
 

Variable-Income VaR

    -                -              -                -                -                -         
 

Currency VaR

    0.43            57.03          324.84            11.00            25.28            -         

CORPBANCA CORREDORA DE BOLSA

 

VaR

    23.62            45.09          112.98            62.74            39.77            271.84     
 

Diversification Effect

    84.09            126.41          264.43            195.23            105.37            545.11     
 

Interest Rate VaR

    15.87            32.40          110.24            51.65            26.17            271.89     
 

Variable-Income VaR

    1.08            18.16          47.86            41.61            10.34            -         
 

Currency VaR

    1.39            29.03          52.50            39.23            29.10            1.38     

CORPBANCA NEW YORK

 

VaR

    8.19            10.05          11.99            11.93            18.63            -          
 

Diversification Effect

    -                -              -                -                -                -         
 

Interest Rate VaR

    8.19            10.05          11.99            11.93            18.63            -         
 

Variable-Income VaR

    -                -              -                -                -                -         
 

Currency VaR

    -                -              -                -                -                -         

TABLE 2: VAR CONSUMPTION FOR THE BANK AND ITS SUBSIDIARIES

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The following tables show the daily evolution of the VaR during 2013 for the Bank and its subsidiary in Colombia. Worth highlighting is the increase in VaR in Colombia starting in August as a result of the incorporation of Helm.

VaR Statistics for Bank and Subsidiaries

Figures in millions of Chilean pesos (MCh$)

                         VaR with 99% confidence level

LOGO

TABLE 3: VAR TRENDS IN CHILE AND COLOMBIA IN 2013

 

  (i) VaR Backtesting

VaR backtesting is carried out at a local and corporate level by the different financial risk units. The backtesting methodology is applied consistently to all of the Bank’s portfolios. These exercises consist of comparing the estimated VaR measurements at a determined level of confidence and time horizon against the real results of losses obtained during the same time horizon. The methodology used compares the results obtained without considering the intraday results or changes in positions within the portfolio. This method corroborates the individual models’ ability to value and measure the risks from the different positions.

The following table shows trends in P&L and VaR for Chile and Colombia.

LOGO

TABLE 4: BACKTESTING TRENDS FOR CHILE IN 2013

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The graph presented above shows VaR movements with data from 301 entries and the Bank’s results in Chile. As can be appreciated, in this period there was no exception over the daily VaR, rendering the First Excess Test ineffective and stripping the Frequency Test (Kupiec Test) of an important factor. The latter test is located in the green area.

LOGO

TABLE 5: BACKTESTING TRENDS FOR COLOMBIA IN 2013

The graph presented above shows VaR movements with data from 242 entries and the Bank’s results in Colombia. During the period, there were 3 exceptions that surpassed the daily VaR. Based on the statistical tests, the model provides consistent results and, therefore, does not require adjustment.

 

  (b) Interest Rate and Currency Sensitivity

Measuring interest rate and currency sensitivity is one of the main tools for monitoring market risk in the trading book, enabling the Bank to break down, understand and report on the directional positions to which it is exposed.

Interest rate and currency sensitivity is monitored on a daily basis and is limited by the VaR limits established for each portfolio.

Our disclosure about currency risk takes into account our base currency (functional currency), the Chilean peso, and our exposure to other currencies. These exposures are monitored through the net balance positions plus derivative positions. Limits on the position in each currency are monitored and controlled by the Market Risk Unit. Investors should view these limits as the maximum exposure to currency risk that the bank is willing to incur.

Exchange rate risk is controlled using notional limits, giving fluidity to currency products with customers and simultaneously limiting trading positions. The following table shows the current notional limits as well as closing positions and statistics for 2013.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

      Year-end 2013     Consumption Statistics 2013  

Exchange

Rate

    Limit
    [USD]    
      Position  
[USD]
   

  VaR 95%  

[CLP]

   

    VaR Inc    

95%

[CLP]

   

  Minimum  

[USD]

   

  Average  

[USD]

   

  Maximum  

[USD]

 
  USD/CLP        55.000.000        5.353.766        17.725.612        -10.266.294        -40.176.036        2.654.557        47.089.815   
  EUR/USD        20.000.000        -    4.140.088        15.475.433        -23.142.161        -11.684.192        -  1.528.818        11.400.037   
  JPY/USD        10.000.000        177.484        13.632.814        -42.087.759        -  6.525.423        -     645.232        5.148.712   
  GBP/USD        10.000.000        104.084        386.848        160.130        -  1.899.750        25.188        3.044.017   
  AUD/USD        5.000.000        16.037        94.175        34.103        -  2.083.458        38.393        2.119.728   
  BRL/USD        5.000.000        -              424        13.175        -       10.765        -  3.447.482        -       31.309        5.112.538   
  COP/USD        5.000.000        -            -            -            -  3.564.220        -       41.025        703   
  MXN/USD        5.000.000        149.444        339.183        286.078        -  3.003.213        160.962        6.059.132   
  PEN/USD        5.000.000        -            -            -            -         1.457        4.184        988.880   
  CAD/USD        5.000.000        17.819        221.639        151.052        -     425.295        56.557        1.815.774   
  NOK/USD        200.000        9.711        53.910        98.714        -     200.555        7.511        19.407   
  DKK/USD        200.000        29.806        113.809        166.516        -       36.200        16.964        30.731   
  SEK/USD        200.000        2.954        3.963        -         7.496        -     147.372        1.182        12.128   
  CHF/USD        200.000        81.166        399.435        277.457        -         7.713        42.601        1.110.078   
  WON/USD        200.000        -            -            -            -            -            -       
  CNY/USD        200.000        6.929        4.099        1.310        -            653        4.900        16.795   

TABLE 6: CURRENT LIMITS AND CONSUMPTION OF CURRENCY POSITIONS FOR 2013

The following tables show the trends in the most important currency positions managed in Chile, which are the U.S. dollar (USD) and the euro (EUR).

 

LOGO

TABLE 7: EVOLUTION OF USD/CLP POSITION FOR 2013

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

LOGO

TABLE 8: EVOLUTION OF EUR/USD POSITION FOR 2013

The limit for Colombia uses an overall position for all currencies, which cannot exceed US$ 30 million (notional). The table below shows the aggregate position for Colombia.

 

LOGO

TABLE 9: EVOLUTION OF USD/CLP POSITION FOR 2013 CORPBANCA COLOMBIA

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

USD POSITION-2013

HELM

 

LOGO

TABLE 10: EVOLUTION OF USD/CLP POSITION FOR 2013 HELM BANK

(c)     Sensitivity to Volatility

While the options portfolio is included in the VaR calculation described in the section above, the Bank also controls the risks associated with the currency options portfolio with additional limits, which promote the product as a customer necessity, more than as trading positions.

 

   

  Gamma Risk Limit or Effect of Convexity of Options

   

  Vega Risk Limit or Effect of Variability of Area of Implied Market Volatility

The following graphs show the use of limits as of year-end 2013 and trends in their use.

 

     Year-end 2013     Consumption Statistics 2013  
Index  

Limit

 

    [MCh$]    

   

Value

 

    [MCh$]    

   

  Minimum  

 

[MCh$]

   

  Average  

 

[MCh$]

   

  Maximum  

 

[MCh$]

 

 

Gamma Risk 

    50            17            -            2          58       

 

Vega Risk

    300            221            20              156          285       

TABLE 11: CONSUMPTION OF GAMMA AND VEGA RISK 2013

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

LOGO

TABLE 12: TRENDS IN GAMMA RISK 2013

 

LOGO

TABLE 13: TRENDS IN VEGA RISK 2013

In December 2013, the ALCO in Chile, and later the ALCO in Colombia, approved gamma and vega limits for our subsidiary in Colombia. With this milestone, options were included in the product offering available to customers that operate in Colombian pesos.

(ii)   Banking Book

The banking book consists primarily of:

Assets

 

Cash

 

Commercial, mortgage and consumer loans from the commercial areas.

 

Fixed-income instruments classified as available for sale or held to maturity.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

Liabilities

 

 

Demand deposits

 

Time deposits

 

Senior and subordinated bonds

 

Derivative instruments that qualify for hedge accounting: Derivatives that, meeting certain requirements, are given an accounting treatment different than those derivatives recorded in the trading book, the objective of which is to manage risks in the banking book.

The banking book’s main risks and the tools used to monitor, control and manage these risks are described below.

(a)  PV(90)

We use a sensitivity for available-for-sale portfolios, for evaluating the change in portfolio’s market value. This tool is complementary to VaR, like a form to measure portfolio’s sensitivity independent of volatility level. We assume 90 basis points in the available-for-sale portfolio, within a limit of 5% of regulatory capital.

The following graph shows the evolution of the index compared with its limit for Chile.

 

LOGO

TABLE 14: EVOLUTION DV90 OF AVAILABLE-FOR-SALE PORTFOLIO DURING 2013

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The same limit applies to the available-for-sale portfolio in Colombia The following graph shows the evolution of the index compared with its limit for Colombia (4% of regulatory capital)

 

LOGO

TABLE 15: EVOLUTION DV90 OF AVAILABLE-FOR-SALE PORTFOLIO DURING 2013

Note that towards the end of July 2013, the subsidiary’s capital increase automatically increased the limit. Also, the available-for-sale portfolio was included in the measurements in August with the incorporation of Helm.

(b)  Sensitivity to Indexation

CorpBanca’s balance sheet presents a mismatch between inflation-indexed assets and liabilities. The Chilean market has more indexed assets than liabilities, which explains why the Bank has a mismatch of inflation-indexed assets. This is due to the existence of medium and long-term indexed assets that are financed with liabilities in Chilean pesos.

Hedge accounting is used as an effective and relatively low-cost tool to manage this risk.

The following table shows the size of the mismatch as of year-end 2013 and the mismatch statistics during the year.

 

        Statistics 2013
    

    Year-end    
2013

[MCh$]

  Minimum
[MCh$]  
  Average
[MCh$]
  Maximum
[MCh$]  

Total Mismatch

  1.014.274         227.026   646.953   1.071.409
                 

Balance Sheet Mismatch

  1.632.697         952.373   1.373.277   1.675.313

 

Derivative Mismatch

  -      627.076          -   1.402.856       -      737.517       -    126.734

 

Investment Mismatch

  8.654         -       13.135   31.954

TABLE 16 INFLATION MISMATCH AS OF YEAR-END 2013 AND STATISTICS FOR THE YEAR

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The following graph shows trends in this mismatch during 2013 and the Bank’s relative ease in managing this risk. Throughout 2013, exposure remained at moderate levels and increased at the end of the year, looking to benefit from the expected increase in inflation indices in Chile.

 

LOGO

TABLE 17: EVOLUTION OF INFLATION MISMATCH DURING 2013

(c)     Sensitivity of Financial Margin and Economic Capital

The Annual Income Sensitivity (AIS) index measures the sensitivity of the interest margin to 100 bps variations in the repricing rate for assets and liabilities during the next 12 months. The established limits are much lower than the Bank’s annual net income. During 2013, the sensitivity risk in the interest margin in Chile has remained low with a positive sensitivity to drops in interest rates. This exposure increased towards the end of 2013.

The Market Value Sensitivity (MVS) index measures the sensitivity of the economic value (fair value) of the banking book in the event of a 100 bps increase in the valuation rates of assets and liabilities.

The tables below show the evolution of sensitivity indicators for interest margins and economic capital for Chile and Colombia. It is important to mention that Helm Bank was incorporated into these measurements beginning in August.

 

LOGO

TABLE 18: EVOLUTION MVS AND AIS CHILE 2013

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

LOGO

TABLE 19: EVOLUTION MVS AND AIS COLOMBIA 2013

The Gap Table below show the risk maturity structure in Chile and Colombia at the end of 2013:

 

 CHILE  
  CLP (MMCh$)       Total     1M     3M     6M     9M     12M     2Y     3Y     4Y     5Y     7Y     10Y     15Y     20Y     20Y—>  

Assets    

      10.708.413        2.774.146        941.569        931.417        533.018        456.671        789.413        790.014        548.477        363.844        530.237        639.371        734.583        436.538        239.115       

Liabilities    

      8.981.731        2.832.942        1.368.126        918.738        358.807        93.111        642.711        834.838        351.913        104.032        370.679        109.711        144.062        283.960        568.100       

Net    

      1.726.682      - 58.795      - 426.557        12.679        174.211        363.559        146.702      - 44.824        196.563        259.812        159.558        529.660        590.521        152.578      - 328.985       
                               
  MX (MMCh$)       Total     1M     3M     6M     9M     12M     2Y     3Y     4Y     5Y     7Y     10Y     15Y     20Y     20Y—>  

Assets    

      1.634.446        435.619        530.072        264.387        57.361        20.285        21.748        23.845        16.682        166.221        19.377        78.748        104        -        -   

Liabilities    

      1.895.473        788.451        452.897        105.353        95.499        8.970        13.360        12.873        12.494        386.584        1.421        17.569        -            -        -   

Net    

    - 261.026      - 352.833        77.174        159.034      - 38.138        11.316        8.388        10.971        4.188      - 220.364        17.955        61.179        104        -        -   

 COLOMBIA

  

 COP (MMCh$)       Total     1M     3M     6M     9M     12M     2Y     3Y     4Y     5Y     7Y     10Y     15Y     20Y     20Y—>  

Assets    

      852.157        242.330        102.846        102.241        21.801        35.481        66.614        55.390        45.269        42.136        46.935        34.588        52.136        4.391        1       

Liabilities    

      656.312        304.822        161.040        104.107        43.657        7.759        25.015        9.545        187        16        165          -          -          -        -   

Net    

      195.845      - 62.492      - 58.195      - 1.866      - 21.856        27.721        41.599        45.845        45.083        42.120        46.770        34.588        52.136        4.391        1       
                               
  MX (MMCh$)       Total     1M     3M     6M     9M     12M     2Y     3Y     4Y     5Y     7Y     10Y     15Y     20Y     20Y—>  

Assets    

      86.222        16.623        29.313        16.903        4.758        18.349        275        -        -        -        -        -        -        -        -   

Liabilities    

      72.521        11.493        21.631        33.264        4.825        1.308        -            -        -        -        -        -        -        -        -   

Net    

      13.701        5.130        7.682      - 16.361      - 67        17.041        275        -        -        -        -        -        -        -        -   

(D)     Structural Exchange Rate Risk

Structural exchange rate risk arises from the Bank’s positions in currencies other than the Chilean peso related primarily to the consolidation of investments in subsidiaries or affiliates and the net income and hedges of these investments. The process of managing structural exchange rate risk is dynamic and attempts to limit the impact of currency depreciation, thus optimizing the financial cost of hedges.

The general policy for managing this risk is to finance them in the currency of the investment provided that the depth of the market so allows and the cost is justified by the expected depreciation. One-time hedges are also taken out when the Bank considers that any currency may weaken beyond market expectations with respect to the Chilean peso. As of year-end 2013, greater ongoing exposure was concentrated in Colombian pesos (approximately US$ 1.5 billion).

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The Bank hedges part of these positions on a permanent basis using currency derivatives.

(b)    Stress Tests

We use a set of multiple scenarios to carry out a stress test of our assets and liabilities that aim to analyze the impact of extreme market conditions and to adopt policies and procedures in an effort to protect our capital and results against such contingencies. We apply this tool to measure interest rate risk relating to our trading and available-for-sale fixed rate portfolios, as well as exchange rate risk relating to our exposure to foreign currencies, and inflation risk relating to our gap in inflation indexed assets and liabilities.

We use historically correlated and non-correlated, hypothetical and prospective scenarios as possible sets of market conditions to analyze our portfolios under stress conditions.

Sensitivity Analysis

We apply sensitivity analysis above certain financial positions: currency gaps, mismatches between assets and liabilities in both our inflation-indexed (UF) and non inflation-indexed portfolios and banking book interest rate gaps. We perform a hypothetical simulation by calculating the potential loss that would be reflected in our financial results relating to an extreme movement of exchange rate, inflation index and interest rates.

Our scenario simulation methodology should be interpreted in light of the limitations of our models, which include:

The scenario simulation assumes that the volumes remain on balance sheet and that they are always renewed at maturity, omitting the fact that credit risk considerations and pre-payments may affect the maturity of certain positions.

The model does not take into consideration the sensitivity of volumes to these shifts in interest rates.

The shift is simulated to occur in just one day, and the loss is assumed to happen in the same time period.

(i)     Trading Book

In addition, market stress tests can be performed to test trading book positions under diverse extreme scenarios in order to estimate the losses they would generate.

The results of the market stress tests on the trading book are reported periodically to the ALCO and the Board of Directors.

Stress tests conducted during 2013 indicated that none of the critical scenarios considered would affect the Bank’s solvency.

The list below enumerates some of the linear and historical sensitivity scenarios analyzed.

 

Scenario     Description

  Parallel shift of 100 bps, +50 bps inflation compensation

  Parallel shift of 200 bps, +100 bps inflation compensation

  Parallel shift of 300 bps, +150 bps inflation compensation

  Ramp of 0 to 100 bps in 1 year, +50 bps inflation compensation

  Inverse ramp of 0 to 100 bps in 1 year, -200 bps inflation  compensation

  +3 standard deviations, +50 bps inflation compensation

  +6 standard deviations, +150 bps inflation compensation

  Shock to inflation compensation of +200 bps

  Global recession, D  inflation compensation: -200bps

10 

  Global recovery, D inflation compensation: +200bps

TABLE 20: TRADING BOOK

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

(ii)    Banking Book

Market stress tests are also performed to test the banking book under diverse extreme scenarios in order to estimate the potential losses they would generate on both the interest margin and on capital.

The results of the market stress tests on the banking book are disclosed periodically to the ALCO and the Board of Directors.

 

Scenario     Description

  Parallel shift of 100 bps, +50 bps inflation compensation

  Parallel shift of 200 bps, +100 bps inflation compensation

  Parallel shift of 300 bps, +150 bps inflation compensation

  Ramp of 0 to 100 bps in 1 year, +50 bps inflation compensation

  Inverse ramp of 0 to 100 bps in 1 year, -200 bps inflation compensation

  +3 standard deviations, +50 bps inflation compensation

  +6 standard deviations, +150 bps inflation compensation

  Shock to inflation compensation of +200 bps

  Global recession, D inflation compensation: -200bps

10 

  Global recovery, D inflation compensation: +200bps

TABLE 21: BANKING BOOK

(c)    Methodologies

(i)  Trading Book

   (a)  Value at Risk - VaR

For the calculation of VaR, the non-parametric method of historical simulation is used, which consists of using a historical series of prices and the position at risk from the trading book.

A time series of simulated prices and yields is constructed with the assumption that the portfolio was conserved for the period of time of the historical series. The VaR tries to quantify a threshold of expected losses, which should only occur a certain percentage of times based on the level of confidence used in the calculation.

The VaR measure is calculated through historical simulation methodology, with a moving timeframe of the last 300 days market data, and full valuation approach.

As calculated by CorpBanca, VaR Limits is an estimate of the maximum expected loss in the market value of a given portfolio over a one-day horizon at a one-tailed 95% confidence interval. In other words, it is the maximum one-day loss, expressed in Chilean pesos that CorpBanca would expect to suffer on a given portfolio 95% of the time.

Conversely, it is the minimum loss figure that CorpBanca would expect to exceed only 5% of the time. VaR provides a single estimate of market risk that is comparable from one market risk factor to the other.

(i)  Assumptions and Limitations

The historical simulation methodology assumes that the distribution of one day changes in market risk factors observed in the last 300 days is a good predictor for the next day market risk factor changes distribution.

Historical data used in the model may not provide an accurate estimate of risk factor changes in the future. In particular, the use of historical data may fail to capture the risk of possible extreme adverse market movements independent of the time range utilized.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

Other limitations that have to be taken in account when interpreting the model results are:

•        Reliable historical risk factor data may not be readily available for certain instruments in our portfolio. A one-day time horizon may not fully capture the market risk positions that cannot be liquidated or hedged within one day.

•        The VaR measure is computed with positions at the closing of business day. The trading positions may change substantially during the course of the trading day.

(b)     Rate Sensitivity

Sources of rate risk include forwards, swaps and options. Rate sensitivity is calculated and reported by portfolio, by relevant discount curve and by maturity.

The present value of the portfolio is stressed by 1 bp. In other words, the present value is calculated by increasing the respective discount rate by 1 bp. The sensitivity of options is calculated using the theta value.

The variation in the present value of the portfolio corresponds to its sensitivity at a variation of one basis point (bp).

 

LOGO

 

  DV01      : Sensitivity to 1 bp variation in rate i at band m.
  PV  :Present value of portfolio’s cash flows.
  PV’im      : Present value of portfolio’s cash flows with shock of 1 bp in rate i at time band m.

 

LOGO

 

  Pim    : Net position in CLP at time band i, currency m.
  rim    : Representative rate of currency m, time band i.
  Ti    : Representative maturity of time band i.

(c)        Currency Sensitivities

Sources of exchange rate risk come from both balance sheet and off-balance sheet positions such as derivatives.

Currency or position sensitivity corresponds to the market valuation of each cash flow in the currency of origin. That is, the cash flows in foreign currency expressed at present value.

 

LOGO

 

  PV    : Present value of portfolio’s cash flows.
  PV’m      : Present value of portfolio’s cash flows with shock of 1 unit in exchange rate of currency m with respect to USD.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

(ii)    Banking Book

(a)        Sensitivity to Indexation

Sources of indexation risk come from both balance sheet and off-balance sheet positions such as derivatives that, as a result of a change in indexation units (UF, UVR or others), impact the Bank’s net income.

As with currency sensitivity, indexation sensitivity is the market valuation of each indexed cash flow. That is, the cash flows in indexation units expressed at present value.

 

LOGO

 

 

PV  : Present value of portfolio’s cash flows.

 

PV’m         : Present value of portfolio’s cash flows with shock of 1 unit in indexation unit.

(b)        Sensitivity of Financial Margin

This measures the impact caused by a movement of 100 bp, over a twelve-month horizon, in the Bank’s financial margin (interest earned less interest paid).

The information required to calculate the index is obtained from the regulatory cash flows of the market risk data from the balance sheet book (regulatory report C40) only considering the time bands up to 1Y included.

 

LOGO

 

  AIS    :Annual Income Sensitivity.
  Pim    : Net position in CLP in respective time band.
  Dr    : Variation of 100 bp.
  Ti    : Representative maturity of time band i.

(c)        Sensitivity of Economic Capital

This measures the sensitivity of the market value of the cash flows associated with assets and liabilities in the event of a parallel change of 100 bp in the relevant discount curve.

 The information required to calculate the index is obtained from the cash flows of the Bank’s entire portfolio using data from the banking book.

 The present value of the aggregate flows are discounted using the average terms of the respective time bands. Then the present value is calculated similarly with a shock increasing the respective discount rate by 100 bp.

 

LOGO

 

  MVS        : Market Value Sensitivity.
 

PVim : Present value of the cash flows of time band i, currency m.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

 

PV’im

        : Present value of the cash flows of time band i, currency m, with a shock of 100 bp in discount rates.

 

LOGO

 

LOGO

 

  Pim    : Net position in CLP at time band i, currency m.
  rim    : Representative rate of currency m, time band i.
  Ti    : Representative maturity of time band i.

(2) Regulatory Method

(a)       Quantitative Disclosure about regulatory Method

Regulatory monitoring of market risk exposure is measured in accordance with the provisions established in chapter III.B.2 of the Compendium of Financial Standards from the Chilean Central Bank and in Chapter 12-9 of the Updated Compilation of Standards from the Superintendency of Banks and Financial Institutions both for the trading book and the banking book. In the trading book, the impact is measured in the event of a change in the market price of its financial positions as a result of variations in interest rates, exchange rates and volatility. In the banking book, the impact is measured on the entity’s financial margin and present value.

On an unconsolidated basis, we must separate our balance sheet in two distinct categories; trading portfolio (Libro de Negociación) and unconsolidated non-trading, or structural, portfolio (Libro de Banca). The trading portfolio as defined by the SBIF includes all instruments valued at market prices, free of any restrictions for their immediate sale and that are frequently bought and sold by the bank and are maintained with the intention of selling them in the short-term in order to profit from short-term price variations. The non-trading portfolio is defined as all instruments in the balance sheet not considered in the trading portfolio.

Trading Portfolio

The limits established for the trading book are for exposure to interest rate risk and exchange rate risk. The difference between the regulatory capital recorded by the financial institution and the sum of the following two items cannot be negative: (i) the product of the credit risk-weighted assets defined in article 67 of the General Banking Law and the minimum percentage established for regulatory capital in article 66 of that law, and (ii) the sum of the trading book’s exposure to interest rate risk and the exchange rate risks for the entire balance sheet measured in accordance with the Basel standard methodology with some important differences where exchange rate exposure stands out. As indicated in the paragraph above, the Bank must always comply with the following ratio:

RC-((k*CRWA)+MRE)>0

Where:

RC    : Regulatory Capital
CRWA    : Credit Risk Weighted Assets
MRE    : Exposure to interest rate risk in tradiong book and currency Risk in entire balance Sheet
k    : Minimum percentage established for regulatory capital in article 66 of General Banking Law

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

Group        Description Sensitivity    Factor

i    

  

Each of the foreign currencies of countries with long-term external debt in foreign currency with a rating of at least AAAr, or equivalent, from any of the risk rating agencies indicated in Chapter III.B.5 of this Compendium. It also considers the EURO and the position in gold.

   o’í = 8%

j    

  

Each of the foreign currencies of countries not included in basket i.

   o’j- = 35%

Market risk exposure in accordance with regulatory methodology is detailed below:

 

 

 
Market Risk Limit for Trading Book (MCh$)    2013      2012      2011  

 

 

Market risk-weighted assets

     3.379.015          1.850.376         298.938     

 

 

Rate trading

     796.729          836.358          277.275     

Currency trading

     36.959          96.713          9.275     

Options trading

     11.960          9.763          12.388     

Currency structural

     2.533.366          907.543          -         

Credit risk-weighted assets

     15.058.532          11.494.413          7.799.275     

Total risk-weighted assets

     18.437.547          13.344.788          8.098.213     

 

 

Regulatory capital

     1.991.289          1.270.202          1.104.474     

 

 

Basel index

     13,22%         11,05%         14,16%   

 

 

Basel index (includes MRE *)

     10,80%         9,52%         13,64%   

 

 

Margin

     516.285          202.619          456.617     

 

 

% Consumption

     74,07%         84,05%         58,66%   

 

 
(*) Market risk exposition

TABLE 22: MARKET RISK LIMIT FOR TRADING BOOK

The market risk presented in the table above (measured in units of risk-weighted assets) shows that capital consumption related to the Bank’s exposures to market risks is explained in more than 75% of the cases by the effect of our investment in CorpBanca Colombia. As of December 2013, this investment amounted to approximately US$ 1.1 billion. The main variation over 2012 stems from the incorporation of Helm Bank in our financial statements. This exposure to exchange rate risk--Chilean peso vs. Colombian peso--is considered structural in the sense that it arises from a long--term investment.

It is also worth mentioning that in accordance with Chilean regulations, a sensitivity factor of 35% is applied to net exposures in foreign currencies of countries other than those classified as AAA or their equivalent. The standard sensitivity factor in the Basel standards is only 8%. As a result, the capital consumption that the Bank must report to comply with local regulations is more than 4 times greater than if international recommendations were applied.

The regulatory model for market risk in Colombia, as in Chile, is based on the standard Basel model, separated into risk factors (i.e. interest rate, exchange rate and stock price). The volatilities applied to each of the factors are established by regulators. This result is used for the solvency margin, to which a factor equivalent to 100/9 is applied.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

 Market Risk    2013 MCh$

Risk-weighted assets (RWA)

     CorpBanca Colombia          Helm           

Market Risk

     218.022            199.708  

Trading

     218.022          199.708  

Structural (currency)

     -              -      

Credit risk

     2.727.654          2.706.501  

Total RWA

     2.945.675          2.906.210  

Regulatory capital

     671.710            363.648  

Basel index

     24,63%         13,44% 

Basel index (includes MRE)

     22,80%           12,51% 

Margin

     406.599          102.089  

% Consumption

     39,47%           71,93% 

        TABLE 23: MARKET RISK IN COLOMBIA

Non-trading Portfolio

Our disclosure about structural interest rate risk reflects the regulatory limits on the banking book exposures. Short term limits reflect the exposure affecting the:(i) net interest margin based on the bank’s structural position, (ii) the bank’s structural position caused by inflation; and (iii) fees at risk when key prices and rate are subject to a change determined by regulation. This measure cannot exceed the average margin of interest and inflation accumulated during the past twelve months by a certain percentage that is defined by the bank’s Board of Directors and reflects the bank’s willingness to accept short term interest rate risk. Investors should view limits on usage as the maximum volatility on the bank’s net interest margin that the bank is willing to face. Long term limits reflect the effect of market value sensitivity on the balance sheet. Each long term limit includes variable for unpredictability in key prices and rates as set by our regulator and reflects the changes caused by inflation and yield curve or term structure of interest rates in a stressed scenario. Investors should view these limits as the sum of effects that may impact the value of our stock under a common stress scenario defined by our regulator.

Exposure to short-term interest rate risk; sensitivity analysis that is calculated for assets and liabilities with maturities of less than 1 year, assuming a 200 basis point parallel shift of the nominal yield curve, 400 for real rates and 200 for foreign interest rates.

Exposure to inflation risk; sensitivity analysis that is calculated for our net position in assets and liabilities, comprised of UF-denominated instruments, assuming a 200 basis point adverse impact on the related yield curve.

Exposure to long-term interest rate risk; sensitivity analysis that is calculated for assets and liabilities with maturities from 1 to over 20 years, assuming a 200 basis point parallel shift of the nominal yield curve, 400 for real rates and 200 for foreign interest rates.

The banking book’s exposure to the net interest and indexation margin is known as the short-term limit and cannot exceed 35% of the accumulated interest and indexation margin, plus fees sensitive to interest rates charged in the twelve months prior to the date of measurement. The exposure of capital to changes in interest rates has a long-term limit that cannot exceed 27% of regulatory capital. Both limits were presented and ratified by the Bank’s Board of Directors.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The exposure of regulatory limits in the banking book for Chile are detailed as follows.

 

  Market Risk Limit for Banking Book                     
  SHORT-TERM LIMIT (MCh$)    2013      2012      2011  

Exposure

     54.949         51.253         74.169   

Rate risk

     22.502         21.752         39.952   

Indexation risk

     28.666         25.900         31.134   

Reduced revenue (fees sensitive to interest rates)

     3.781         3.601         3.083   

Limit

     97.651         78.624         79.835   

% Consumption

     56,3%         65,2%         92,9%   

Financial Margin plus Fees (12 months)

     279.003         224.640         228.100   

Percentage over financial margin

     35%         35%         35%   

Short-term limit

     97.651         78.624         79.835   

Consumption with respect to financial margin

     19,7%         22,8%         32,5%   
        
  LONG-TERM LIMIT (MCh$)    2013      2012      2011  

Exposure

     157.786         119.624         125.461   

Rate risk

     157.786         119.624         125.461   

Limit

     537.648         337.314         298.208   

% Consumption

     29,3%         35,5%         42,1%   

Regulatory capital (RC)

     1.991.289         1.249.311         1.104.474   

Percentage over margin

     27%         27%         27%   

Long-term limit

     537.648         337.314         298.208   

Consumption with respect to RC

     7,9%         9,6%         11,4%   

TABLE 24: MARKET RISK LIMIT FOR BANKING BOOK

Finally, regulatory provisions in Colombia do not establish methodologies for determining market risk exposure for the banking book. However, they are monitored, controlled and reported on a daily basis using the internal methodologies described above.

(b)    Methodologies

  (i)    Trading Book

(a)   Interest Rate Risk

Exposure to interest rate risk: Interest rate risk of the trading portfolio is basically a sensitivity analysis that calculates potential losses assuming an increase in nominal rate yields curves, real rates and foreign currency rates by 75 to 350 basis point.

  The interest rate risk of the trading portfolio as defined by the Central Bank is equal to the sum of:

 

1)

  The sensitivity analysis of the trading portfolio

 

2)

  Vertical adjustment factor

 

3)

  Horizontal adjustment factor

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The sensitivity factor of the trading portfolio is calculated using the following formula:

 

LOGO

Where:

 

Amt   : Trading Assets (Chilean pesos, inflation linked and foreign currency)
Pmt   : Liabilities funding trading positions (Chilean pesos, inflation linked and foreign currency)
amtx   : Sensitivity factor to raise interest rate
m   : Currency (Chilean pesos, inflation linked and foreign currency)
t   : Time period
S   : Summation
|  |   : Absolute value

The vertical adjustment factor is calculated in the following manner:

 

LOGO

Where:

 

ß   : Vertical adjustment factor, equal to 10%
Min(    )     : Compensated net position

A horizontal adjustment must be made following the vertical adjustment. To determine the horizontal adjustment one must multiply the horizontal adjustment factor by the compensated net position for Zone 1, Zone 2, Zone 3, Zones 1 and 2, Zones 2 and 3 and Zones 1 through 3.

Horizontal adjustment= *Adjusted net position

 

Compensated net position Zone 1,2 or 3

 

Min (Adjusted net asset position; absolute value of adjusted net liability position in Zone 1,2 or 3)

Compensated net position Zones 1 and 2

 

Min (adjusted net asset position in Zones 1 and 2, absolute value of adjusted net liability position in Zones 1 and 2)

Compensated net position Zones 2 and 3

 

Min (adjusted net asset position in Zone 3 and Zone 2 (deducting adjusted net asset position that have been compensated for with net liability positions in Zone 1), absolute value of adjusted net liability position in Zone 3 and Zone 2 (deducting adjusted net liability positions that have been compensated for with net liability positions in Zone 1)

Compensated net position Zones 1- 3

 

Min (Adjusted net asset position in Zone 3 and Zone 1 (deducting adjusted net asset position that have been compensated for with net liability positions in Zone 2), absolute value of adjusted net liability position in Zone 3 and Zone 1 (deducting adjusted net liability positions that have been compensated for with net liability positions in Zone 2)

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

The following table illustrates the value of the different factors used for calculating the interest rate risk of the trading portfolio:

 

                                        Horizontal adjustment factor               
                           

 

 

    
            

    Change in interest    

rate (bp)

             Sensitivity factor             

Vertical

Adjustment

Factor

  

Within the

zones

    

Between

Adjacent

Zones

    

Between

zones 1 and

3

      
      

 

 

                
Zone       Period    Ch$      UF      FX      a Ch$      A UF      A FX                 

 

Zone 1

  1  

Up to 30 days

     125         350         125         0.0005         0.0014         0.0005           ß= 10%      l1 = 40%         l12= 40%         l13= = 100%      
  2  

31 days to 3 mths

     125         350         125         0.0019         0.0047         0.0020           ß= 10%      l1 = 40%         l12 = 40%         l13= 100%         
  3  

3 – 6mths

     125         350         125         0.0042         0.0088         0.0044           ß= 10%      l1= 40%          l12= 40%         l13= 100%         
  4  

6 – 9mths

     125         350         125         0.0060         0.0116         0.0072           ß= 10%      l1= 40%          l12= 40%         l13= 100%         
  5  

9 mths – 1 year

     125         350         125         0.0059         0.0140         0.0100           ß= 10%      l1= 40%          l12= 40%         l13= 100%      

Zone 2

  6  

1 – 2 years

     100         125         100         0.0124         0.0166         0.0133           ß= 10%      l2= 30%          l12= 40%         l13= 100%      
  7  

2 – 3 years

     100         100         100         0.0191         0.0211         0.0211           ß= 10%      l2 = 30%         l12= 40%         l13= 100%      
  8  

3 – years

     100         100         100         0.0248         0.0281         0.0281           ß= 10%      l2= 30%          l23= 40%         ¨13 = 100%      

Zone 3

  9  

4 – 5 years

     75         75         75         0.0221         0.258         00.258           ß= 10%      l3 = 30%         l23= 40%         l13= 100%      
  10  

5 – 7 years

     75         75         75         0.0263         0.0320         0.0320           ß= 10%      l3 = 30%         l23= 40%         l13= 100%      
  11  

7 – 10 years

     75         75         75         0.0307         0.0401         0.0401           ß= 10%      l3 = 30%         l23= 40%         l13= 100%      
  12  

10 – 15 years

     75         75         75         0.0332         0.0486         0.0486           ß= 10%      l3 = 30%         l23= 40%         l13= 100%      
  13  

15 – 20 years

     75         75         75         0.0317         0.0534         0.0534           ß= 10%      l3= 30%          l23= 40%         l13= 100%      
  14  

> 20 years

     75         75         75         0.0278         0.0539         0.0539           ß= 10%      l3 = 30%         l23= 40%         l13= 100%      

(b)     Foreign Currency Risk

Exposure to foreign currency risk: The foreign currency risk is calculated using sensitivity factors linked to the credit risk rating of the issuing country.

The foreign currency risk as defined by the Central Bank is equal to:

 

LOGO

Where:

 

PNA   : Net asset position
PNP   : Net liabilities position
PN   : Net gold position
s   : Sensitivity factor for each currency
j   : Foreign currency
S   : Summation
|  |   : Absolute value
Max   : Maximum value

(c)     Volatility Risk

Market risk exposure of options: options risk is calculated using sensitivity factors called delta, gamma and vega that basically measure the sensitivity of the value of the options to changes in the price of the underlying security and its volatility.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

(ii)    Banking Book

  (a)        Structural interest rate and inflation risk

The short-term interest rate risk and inflation risk of non-trading portfolio as defined by Central bank is equal to:

 

LOGO

The long-term interest rate risk of the non-trading portfolio is calculated according to the following formula:

 

LOGO

Where:

 

Amt   : Non-trading Assets (Chilean pesos, inflation linked and foreign currency)
Pmt   : Non-trading Liabilities (Chilean pesos, inflation linked and foreign currency)
mt   : Sensitivity factor associated with interest rate movement
PNUR   : Net position in inflation linked instruments, including those subject to price level restatement
t   : Factor that measures the sensitive to movements in the inflation index. This factor is equal a 2%
Df   : Effect on fess from shifts in interest rate and assumes a 200 basis point movement
rmt   : Sensitive factor to increase in interest rates
T   : Time period
M   : Currency (Chilean pesos, inflation linked and foreign currency)
S   : Summation
|  |   : Absolute value

 

          Change in interest rate (bp)     Sensitivity factor
short term
     Sensitivity factor long term (p mt)  

Period

       Ch$    UF    FX    (µt)    Ch$    UF    FX
1    

Up to 30 days

   200    400    200    0.0192    0.0008    0.0016    0.0008
2    

31 days to 3 mths

   200    400    200    0.0167    0.0030    0.0063    0.0031
3    

3 – 6 mths

   200    400    200    0.0125    0.0067    0.0140    0.0070
4    

6 – 9 mths

   200    400    200    0.0075    0.0110    0.0231    0.0116
5    

9 mths - 1 year

   200    400    200    0.0025    0.0152    0.0320    0.0160
6    

1 – 2 years

   200    300    200       0.0248    0.0399    0.0266
7    

2 – 3 years

   200    200    200       0.0382    0.0422    0.0422
8    

3 - years

   200    200    200       0.0496    0.0563    0.0563
9    

4 – 5 years

   200    200    200       0.0591    0.0690    0.0690
10  

5 – 7 years

   200    200    200       0.0702    0.0856    0.0856
11  

7 – 10 years

   200    200    200       0.0823    0.1076    0.1076
12  

10 – 15 years

   200    200    200       0.0894    0.1309    0.1309
13  

15 – 20 years

   200    200    200       0.0860    0.1450    0.1450
14  

> 20 years

   200    200    200       0.0762    0.1480    0.1480

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

As of December 31, 2013, our interest rate risk gap (less than one year), measured according to the above methodology, was 56.3% of our interest rate gross margin (profit or loss explained by the interest rate gap between balance assets and liabilities). As of the same date, our interest rate risk gap for long-term assets and liabilities was 29.3% of our regulatory capital. In each case, the interest rate risk gaps were in compliance with current Chilean regulations. Assets and liabilities included in this calculation belong to the above-mentioned unconsolidated non-trading, or structural, portfolio.

(iii)    Assumptions and Limitations of Regulatory Method

Simulation methodology should be interpreted in light of the limitations of our models, which include:

 

   

The scenario simulation assumes that the volumes remain on balance sheet and that they are always renewed at maturity, omitting the fact that credit risk considerations and pre-payments may affect the maturity of certain positions.

   

This model assumes set shifts in interest rates and sensitivity factors for different time periods and does not take into consideration any other scenario for each time period or other sensitivity factors.

   

The model does not take into consideration the sensitivity of volumes to these shifts in interest rates.

   

The model does not take into consideration our subsidiaries which are subject to market risks.

2. Funding Liquidity Risk

a)      Management Tools

Our general policy is to maintain sufficient liquidity to ensure our ability to honor withdrawals of deposits, make repayments of other liabilities at maturity, extend loans and meet any other obligation. In order to comply with risk management objectives for funding liquidity risk, the monitoring and control structure is centered mainly on the following focal points:

 

   

Short-term maturity mismatch

 

   

Coverage capacity using liquid assets

 

   

Concentration of funding sources

Additionally, the monitoring and control structure for liquidity risk is complemented with stress testing in order to observe the institution’s ability to respond in the event of illiquid conditions.

(1) Internal Monitoring

 (a)  Limits and Warning Levels

(i)  Thirty-day Liquidity Coverage Ratio

In addition to regulatory liquidity risk controls, we have also set internal liquidity limits, in order to safeguard the Bank’s payment capacity in the event of illiquid conditions; a minimum has been established for the instruments portfolio that enables cash flows to be quickly generated either through liquidation or because they can be used as collateral for new funding sources. As part of our policy, we have developed two internal liquidity model.

Minimum Liquidity Requirement: In order to ensure that the bank will permanently hold enough liquid assets to meet all payments derived from obligation made by third parties in the bank over the next 3 days, we consider a limit on the minimum amount of liquid assets to be held on a daily basis.

Liquidity Coverage Ratio (LCR). We seek to ensure that, even under adverse conditions, we have access to the funds necessary to cover client needs, maturing liabilities. The purpose of the LCR model is to evaluate our funding capacity

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

assuming a hypothetical scenario of illiquidity. The LCR is based on a stress scenario which assumes that an unusually large proportion of liabilities will be withdrawn over the next 20 days according with a stressed volatility. At the same time, liquid assets have to cover excess requirements.

The composition of liquid assets as of year-end December 2013 after applying the respective price volatility haircuts and market liquidity adjustments is presented in the table below.

Liquid Assets CorpBanca Chile

 

Investment Portfolio Chile

12-31-2013

Amounts MCh$

    Liquid Assets in Domestic  
Currency (30 days)
       Liquid Assets in Foreign  
Currency (30 days)
         Total Liquid Assets    

Cash and cash equivalents

    267,482         63,473           330,955   

Central bank or treasury bonds

    340,831              340,831   

Sovereign bonds

       4,147           4,147   

Bank time deposits

    72,119              72,119   

Corporate bonds

    76,377         36,586           112,963   

Bank bonds

    21,980         7,278           29,258    

Repo agreements

    (64,247)              (64,247)   

Average clearance reserves required

    (131,199)         (13,535)           (144,734)   

Liquid assets

    583,343          97,949            681,292    

TABLE 25: LIQUID ASSETS CORPBANCA CHILE

Liquid Assets CorpBanca Colombia

 

Investment Portfolio

Colombia

12-31-2013

Amounts MCh$

    Liquid Assets in Domestic  
Currency (30 days)
   

  Liquid Assets in Foreign  

Currency (30 days)

      Total Liquid Assets    

Cash and cash equivalents

    129,603        8,280        137,883    

Central bank or treasury bonds

    454,570        -           454,570    

Sovereign bonds

    -           -           -       

Bank time deposits

    10,141        -           10,141    

Corporate bonds

    16,503        -           16,503    

Bank bonds

    2,420        -           2,420    

Repo agreements

    -           -           -       

Average clearance reserves required

    109,222        -           109,222    
 

 

 

 

Liquidassets

    613,237        8,280        621,517    

TABLE 26: LIQUID ASSETS CORPBANCA COLOMBIA

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

(ii)    Daily Wholesale Maturities

In order to control concentration of wholesale funding sources and safeguard compliance with obligations, the Bank monitors maturities of deposits in Chilean pesos by wholesale customers.

Special treatment is given to this customer segment for two reasons:

 

   

They individually could represent an important percentage of CorpBanca’s business.

 

   

Given the profile of these customers in the wholesale segment, the renewal rate for these deposits tends to be lower. This last reason is consistent with cash disbursement models in regulatory reports, which do not assume that wholesale customers will renew deposits.

The maturity profile for wholesale deposits is monitored on a daily basis for every country. As a result, excesses are detected and reported based on the structure of the maturity profile. Forecasted excesses must be justified the day after they are reported and must then be managed.

(iii)    Warning Levels for Liquidity Requirements

In addition to monitoring and reporting all internal limits on a daily basis, senior management is informed each month through the ALCO and the Board of Directors is informed each quarter. Special importance is placed on the Bank’s liquidity position by presenting an analysis of measurements of concentration, performance, premiums paid and/or other relevant variables.

  a)    Monitoring Funding Sources

Monitoring of variations in the stock of short-term funding such as time and demand deposits for each of the segments represents a key variable in monitoring the Bank’s liquidity. Identifying abnormal volatilities in these funding sources enables the Bank to quickly foresee possible undesired liquidity problems and thus to suggest action plans for managing them.

During 2013, different strategies were implemented to diversify liabilities, including:

 

   

Expanding stable funding sources such as on-line time deposits by individuals

 

   

Issuing bonds abroad for US$ 800 million, giving more stability to funding sources and decompressing the short-term institutional debt market.

 

   

Capital increase of more than US$ 600 million.

This strategy enabled the Bank to continue to improve its funding structure, providing more stable funding.

  b)   Survival Horizon under Individual Stress

As a function of stressed maturities and renewal ratios, days of survival are estimated based on projected liquidity needs and the portfolio of available liquid assets. Based on these scenarios, any significant deviation is studied to determine whether action plans need to be implemented.

(b)     Stress Tests

Stress testing is a tool that complements the analysis of liquidity risk management as it enables the Bank to know its ability to respond in the event of extreme illiquid conditions and to trigger its contingency plans, if necessary, to address such conditions.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

In particular, three types of scenarios are modeled:

 

   

Individual Crisis: the financial system losses confidence in the Bank, which translates into important withdrawals from demand accounts, decreases in deposits and bond investments by customers and penalties to its funding rates.

 

   

Systemic Crisis: Local weakening of financial and credit conditions that causes the market to seek refuge in the U.S. dollar, greater restrictions on access to credit from abroad, massive outflows of capital, increases in the use of lines of credit and downward adjustments in expectations for the monetary policy rate.

 

   

Global Crisis: Global weakening of financial, credit and economic conditions that causes the market to seek refuge in the U.S. dollar, greater restrictions on access to credit from abroad, decreased exposure to credit risk (replaced by sovereign risk), increases in the use of lines of credit and downward adjustments in expectations for the monetary policy rate.

(2) Regulatory Monitoring

(a)    Reserve Requirement

The minimum amount of liquidity is determined by the reserve requirements set by the Central Bank of Chile. These reserve requirements are currently 9% of demand deposits and 3.6% of time deposits. We are currently in compliance with these requirements. In addition, we are subject to a technical requirement applicable to Chilean banks pursuant to which we must hold a certain amount of assets in cash or in highly liquid instruments, if the aggregate amount of the following liabilities exceeds 2.5 times the amount of our net capital base:

 

1.

Deposits in checking accounts,

2.

Other demand deposits or obligations payable on demand and incurred in the ordinary course of business,

3.

Other deposits unconditionally payable immediately or within a term of less than 30 days, and

4.

Time deposits payable within ten days.

(b)    Liquidity requirement

In accordance with Chapter III B.2 from the Chilean Central Bank and Chapter 12-9 of the Updated Compilation of Standards from the Superintendency of Banks and Financial Institutions, the Bank must measure and control its liquidity position based on the difference between cash flows payable from liability and expense accounts and cash flows receivable from asset and income accounts for a given period or time band, which is called maturity mismatch.

This measurement is determined for controlling the liquidity position of the Bank itself and of its subsidiaries. The maturity mismatch calculation is carried out separately for domestic and foreign currency, setting limits based on capital and cash flows accumulated at 30 and 90 days:

 

   

The maturity mismatch in all currencies for periods less than or equal to 30 days must be less than or equal to the Bank’s basic capital.

 

   

The maturity mismatch in foreign currencies for periods less than or equal to 30 days must be less than or equal to the Bank’s basic capital.

 

   

The maturity mismatch in all currencies for periods less than or equal to 90 days must be less than or equal to twice the Bank’s basic capital.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

In full compliance with the Chilean Central Bank and the Superintendency of Banks and Financial Institutions, CorpBanca’s Board of Directors approved a policy to measure and control its liquidity position based on maturity mismatches on an adjusted basis with a 10% cushion with respect to the regulatory limit.

A greater cash flows mismatch represents a greater liquidity risk. This regulatory requirement must be communicated by all banks, so each investor can compare the information described above and identify the banks that have greater liquidity risk.

The table below shows the use of mismatch limits as of year-end 2013 and some consumption statistics for the year.

 

      Year-end 2013      Statistics 2013  
Table of Contents   

    Limit    

      [MCh$]      

     Mismatch
[MCh$]
    

Excess

Reserves
[MCh$]

     Minimum
[MCh$]
    

Average

[MCh$]

     Maximum
[MCh$]
 

All currencies 30 days 

     1.404.443         -   146.681           1.257.762         611.922         1.178.762         1.759.117     

All currencies 90 days 

     2.808.886         -   981.388           1.827.498         2.539.372         3.186.578         3.606.788     

Foreign currency 30 days 

     1.404.443           19.210           1.423.653         675.159         1.112.338         1.329.750     
                                              
      Year-end 2012      Year-end 2011  
Table of Contents   

    Limit    

      [MCh$]      

     Mismatch
[MCh$]
     Excess
Reserves
[MCh$]
     Limit
[MCh$]
     Mismatch
[MCh$]
    

Excess
Reserves

[MCh$]

 

All currencies 30 days 

     927.030           219.292           1.146.322         725.845         293.239         1.019.084     

All currencies 90 days 

     1.854.060         -   1.079.885           774.175         1.451.690       -   813.924         637.766     

Foreign currency 30 days 

     927.030         - 462.366           464.664         725.845       - 71.351         654.494     

Basic Capital referred to November of each year                

  

TABLE 27: REGULATORY LIMITS AND CURRENCY MISMATCHES

Tables 28, 29 and 30 show the evolution of consumption for each limit in 2013.

 

LOGO

TABLE 28: EVOLUTION OF CONSOLIDATED MISMATCH IN ALL CURRENCIES AT 30 DAYS DURING 2013

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

LOGO

TABLE 29: EVOLUTION OF CONSOLIDATED MISMATCH IN ALL CURRENCIES AT 90 DAYS DURING 2013

 

LOGO

TABLE 30: EVOLUTION OF CONSOLIDATED MISMATCH IN FOREIGN CURRENCIES AT 30 DAYS DURING 2013

With respect to the Colombian market, regulatory measurement known as the standard LRI model measures seven and 30-day mismatches of balance sheet positions (assets and liabilities) and off-balance sheet positions such as derivatives.

The model indicates that renewal percentages are not applied for positions with contractual maturities. For positions without contractual maturities, historical behavior is analyzed in order to estimate structural cash flows and volatilities.

The net liquidity requirement is calculated as the difference between outflows and the minimum between 75% of outflows and total inflows. This requirement cannot be greater than liquid assets.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

LOGO

TABLE 31: EVOLUTION OF 7-DAY CONSOLIDATED RLI IN COLOMBIA FOR 2013

 

LOGO

TABLE 32: EVOLUTION OF 30-DAY CONSOLIDATED RLI IN COLOMBIA FOR 2013

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

Below we show additional information on liquidity GAP by buckets for Chile and Colombia for the year end 2013.

 

Chile 2013 (MMCh$)  

 

 
Term    7 Days      15 Days      30 Days      60 Days      90 Days      180 Days      360 Days      >> 360 Days   

 

 

Cash outflows

   - 927.496       -       336.171       -         536.785       -         842.926       -         579.631       -   1.171.442       - 838.664       -     4.273.298    

 

 

Cash inflows

     1.047.438         294.787         311.547         270.998         316.851         708.592         943.367         6.601.402    

 

 

Static cash Flows

     119.941       - 41.384       - 225.238       - 571.928       - 262.780       - 462.849         104.703         2.328.103    

Cumulative Cash Flows

     119.941         78.558       - 146.681       - 718.608       - 981.388       - 1.444.238       - 1.339.535         988.569    
Colombia 2013 (MMCh$)  

 

 
Term    7 Days      15 Days      30 Days      60 Days      90 Days      180 Days      360 Days      >> 360 Days   

 

 

Cash outflows

   - 442.154       -   152.429       - 413.696       - 385.502       - 424.248       - 522.769       - 539.206       - 2.886.830    

 

 

Cash inflows

           1.262.249         103.727         196.904         270.590         240.908         584.117         622.817         3.689.443    

 

 

Static cash Flows

     820.095       -   48.702       - 216.792       - 114.912       - 183.340         61.348         83.611         802.613    

Cumulative Cash Flows

     820.095         771.393         554.601         439.688         256.348         317.696         401.307         1.203.920    

Shareholders’ equity requirement

Consistent with Chile’s General Banking Law, we must maintain a ratio of at least 8%, net of required provisions between Effective Shareholders’ Equity and Consolidated Assets Weighted by risk, and a ratio of at least 3%, net of required provisions, between our Equity Base and Total Consolidated Assets. For such purposes, effective Equity is determined according to our Equity and Reserves or Equity Base with the following adjustments:

 

a.

subordinated bonds with a 50% limit of the Equity Base are added, and

 

b.

the balance of Goodwill assets or surcharges paid, and investments in companies not involved in the consolidation are subtracted.

Assets are weighted based on their risk categories, to which we assign a risk percentage based on the amount of capital needed to back each one of those assets. Five risk categories are applied (0%, 10%, 20%, 60% and 100%). For example, cash, deposits in other banks, and financial securities issued by the Central Bank of Chile have a 0% risk factor, which means that, consistent with current regulations, no capital is needed to back these assets. Fixed assets carry a 100% risk, which means that a mandatory capital equivalent of 8% of the value of these assets must be available.

In determining risk assets with conversion factors on notional values, we take into account all derivative securities negotiated off-exchange, thereby obtaining a credit risk exposure amount (or “credit equivalent”). The off-balance contingent loans are also considered to be “credit equivalent” in terms of weighting.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

For the years ended December 31, 2012 and 2013 the ratio of assets and risk weighted assets is as follows:

 

     Consolidated Assets           Risk-Weighted Assets  
             2013                     2012                             2013                         2012            
     MCh$     MCh$           MCh$     MCh$  

In-Balance Assets (net of provisions):

            

Cash and deposits in banks

     911,088        520,228            -            -       

Cash in the process of collection

     112,755        123,777            38,367        57,291   

Trading portfolio financial assets

     431,683        159,898            114,243        43,966   

Investments under agreements to resell

     201,665        21,313            201,665        21,313   

Derivative financial instruments

     852,162     1      634,698            593,931        421,033   

Loans and receivables from banks

     217,944        482,371            76,716        89,341   

Loans and receivables from customers, net

     12,777,784        9,993,890            11,950,287        9,372,147   

Financial investments available-for-sale

     889,087        1,112,435            265,354        169,123   

Held to maturity investments

     237,522        104,977            153,147        104,977   

Investments in other companies

     15,465        5,793            15,465        5,793   

Intangible assets

     424,930     2      280,597            424,930        280,597   

Property, plant and equipment, net

     98,242        65,086            98,242        65,086   

Current taxes

     -            -                -            -       

Deferred income taxes

     92,932        40,197            9,293        4,020   

Other assets

     290,678        148,549            290,678        148,549   

Off-Balance sheet assets:

     -            -                -                 -       

Contingent loans

     1,377,022        1,185,300            826,213        711,180   
  

 

 

       

 

 

 

Total risk-weighted assets

         18,930,959        14,879,109            15,058,531        11,494,416   
  

 

 

       

 

 

 

Figures are presented as required by local regulations.

Risk-weighted assets are calculated according to Chapter 12-1 of the Recopilación Actualizada de Normas- RAN (updated compilation of rules) issued by the SBIF.

 

1.

Items presented at their credit equivalent risk value, as established in SBIF Chapter 12-1 “Equity for Legal and Regulatory Purposes.”

2.

For calculation purposes, the amount of all assets that correspond to goodwill is subtracted as established in the aforementioned chapter.

 

     Amount           Ratio  
             2013                     2012                             2013                         2012            
     MCh$     MCh$                    

Basic Capital

     1,411,341     3      941,945            7.30 %  5      6.33%   

Effective Equity

           1,991,289     4        1,270,202            13.22 %  6      11.05%   

 

3.

Basic capital is defined as the net amount that should be shown in the consolidated financial statements as “equity attributable to equity holders of the Bank” as indicated in the Compendium of Accounting Standards.

 

4.

Regulatory capital is equal to basic capital plus subordinated bonds, additional provisions, and non-controlling interest as indicated in the Compendium of Accounting Standards; however, if that amount is greater than 20% of basic capital, only the amount equivalent to that percentage will be added; goodwill is subtracted and if the sum of the assets corresponding to minority investments in subsidiaries other than banking support companies is greater than 5% of basic capital, the amount that the sum exceeds that percentage will also be subtracted.

 

5.

The consolidated basic capital ratio is equal to basic capital divided by total assets.

 

6.

The consolidated solvency ratio is equal to the ratio of regulatory capital to weighted assets.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

b) As of year-end 2013, the Bank includes the following information within its management objectives, policies and processes:

 

-  

The Bank, in consolidated terms, has total equity of MCh$ 1,411,341 (MCh$ 941,945 in 2012).

 

-  

In terms of regulatory ratios, the Bank closed the year in 2013 with a ratio of basic capital to total assets of 7.30% (6.33% in 2012), while the Basel Index (regulatory capital to total risk-weighted assets was 13.22% (11.05% in 2012).

Operational Risk

a)     Roles and Responsibilities

Board of Directors

The Board of Directors must ensure that the mechanisms used to manage operational risk, as well as the definition of roles and responsibilities (established in this policy) are in accordance with guidelines outlined by the Bank’s shareholders.

Operational Risk and Information Security Committee

This committee is responsible for maintaining visibility regarding and commitment to operational risk management at the highest level of authority.

Operational Risk Management Area

The mission of this area is to define, promote, implement and monitor the framework for operational risk management, which should be in line with the Bank’s focus, objectives and strategic goals.

Division Managers

Division managers are responsible for managing operational risks within their respective divisions. Their responsibilities include:

- Implementing operational risk policy in their respective business units.

- The most important operational risk management responsibilities of each division include:

- Identifying risks.

- Valuing risks (both qualitatively and quantitatively).

- Improving risks.

- Providing direct support for operational risk monitoring within the business unit.

b)     Operational Risk Management Process

The operational risk management model for Corpbanca and subsidiaries includes the following activities or functions:

i)      Creation of Risk Culture

Training and Communication

Ongoing training and communication regarding the threats facing the business, together with business-focused training, are crucial to achieving objectives. Evaluations of operational risk are based on identifying threats to the business process, the impact of those threats and the subsequent evaluation of controls to mitigate operational risk.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

ii)     Evaluation

Evaluations of operational risk are based on identifying threats to the business process, the impact of those threats and the subsequent evaluation of controls to mitigate risk.

iii)    Improvements

Each division manager must ensure that operational risks are reviewed regularly and that the proper measures are taken.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

NOTE 36 -    MATURITY OF ASSETS AND LIABILITIES

a)     Maturity of financial assets

Below are the main financial assets grouped according to their remaining terms, including interest accrued as of December 31, 2012 and 2013. As these are trading or available-for-sale securities, they are included at fair value and under the term at which they may be sold.

 

        

As of December 31, 2012

 
    

 

 

 
    Notes    Up to 1
month
     From 1
month to 3
months
     From 3
months to 1
year
     From 1
year to 3
years
     From 3
years to 6
years
    

Over 6

 

years

     TOTAL  
    

 

 

 
         MCh$      MCh$      MCh$      MCh$      MCh$      MCh$      MCh$  

Trading portfolio financial assets

  7      36,133         13,412         1,664         18,082         35,751         54,856         159,898   

Investments under agreements to resell

  8      7,767         11,722         1,824         -              -              -              21,313   

Derivative financial instruments

  9      25,733         21,105         32,710         75,228         50,017         63,234         268,027   

Loans and receivables from banks (*)

  10      390,928         9,080         10,310         23,979         48,074         -              482,371   

Loans and receivables from customers(*)

  11      1,375,708         1,688,337         2,141,415         1,352,126         1,335,250         1,993,429         9,886,265   

Commercial loans

       1,156,968         1,630,872         1,903,044         960,963         804,830         870,390         7,327,067   

Mortgage loans

       50,698         29,203         128,536         131,893         200,807         972,094         1,513,231   

Consumer Loans

       168,042         28,262         109,835         259,270         329,613         150,945         1,045,967   

Financial investments available-for-sale

  12      15,820         63,112         308,513         126,939         395,138         202,913         1,112,435   

Financial investments held-to-maturity

  12      15,617         5,480         19,916         9,756         19,239         34,969         104,977   

(*) Loans and advances to banks are presented gross. The amount of provisions corresponds to MCh$ 178.

(**) Loans are presented gross. Provisions by loan type are detailed as follows: Commercial MCh$ 98,150, Mortgage MCh$11,412 and Consumer MCh$57,147.

 

         As of December 31, 2013  
    

 

 

 
    Notes    Up to 1
month
     From 1
month to 3
months
     From 3
months to 1
year
     From 1 year
to 3 years
     From 3 years
to 6 years
    

Over 6

 

years

     TOTAL  
    

 

 

 
         MCh$      MCh$      MCh$      MCh$      MCh$      MCh$      MCh$  

Trading portfolio financial assets

  7      15,789         8,708         240,361         146,337         18,501         1,987         431,683   

Investments under agreements to resell

  8      66,725         -         1,219         133,721         -         -         201,665   

Derivative financial instruments

  9      31,481         19,710         43,830         82,289         106,631         92,339         376,280   

Loans and receivables from banks (*)

  10      162,137         -         5,291         50,516         -         -         217,944   

Loans and receivables from customers(*)

  11      803,520         1,327,295         1,944,057         2,368,469         2,449,784         3,713,789         12,606,914   

Commercial loans

       531,450         1,280,289         1,730,618         1,861,086         1,779,845         1,900,340         9,083,628   

Mortgage loans

       5,470         11,740         54,519         155,701         253,159         1,494,204         1,974,793   

Consumer Loans

       266,991         35,913         159,867         352,836         417,974         321,054         1,554,635   

Financial investments available-for-sale

  12      123,073         -         135,238         26,765         286,120         317,891         889,087   

Financial investments held-to-maturity

  12      40,045         1,018         124,050         12,189         10,701         49,519         237,522   

(*) Loans and advances to banks are presented gross. The amount of provisions corresponds to MCh$ 137.

(**) Loans are presented gross. Provisions by loan type are detailed as follows: Commercial MCh$201,376, Mortgage MCh$22,295 and Consumer MCh$84,208. Excludes amounts that have already matured, which total MCh$ 164,728 as of December 31, 2013.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

Maturity of financial liabilities

Below are the main financial liabilities grouped according to their remaining terms, including interest accrued to December 31, 2012 and 2013:

 

         As of December 31, 2012  
    

 

 

 
    Notes    Up to 1
month
     From 1
month to 3
months
     From 3
months to 1
year
     From 1
year to 3
years
     From 3
years to 6
years
    

Over 6

 

years

     TOTAL  
    

 

 

 
         MCh$      MCh$      MCh$      MCh$      MCh$      MCh$      MCh$  

Obligations under repurchase agreements

  7      124,448         133,273         -         -         -         -         257,721   

Time deposits and saving accounts (*)

  17      2,602,869         2,055,648         2,107,375         428,645         69,325         28,243         7,292,105   

Derivative financial instruments

  8      25,784         20,444         33,183         52,228         43,275         18,930         193,844   

Borrowings from financial institutions

  18      189,695         239,595         396,453         138,451         5,327         -         969,521   

Debt issued

  19      3,782         4,473         127,898         215,848         540,976            993,627         1,886,604   

(*) Exclude term savings accounts totaling MCh$390,570 during 2012.

 

         As of December 31, 2013  
    

 

 

 
    Notes    Up to 1
month
     From 1
month to 3
months
     From 3
months to 1
year
     From 1
year to 3
years
     From 3
years to 6
years
    

Over 6

 

years

     TOTAL  
    

 

 

 
         MCh$      MCh$      MCh$      MCh$      MCh$      MCh$      MCh$  

Obligations under repurchase agreements

  7      298,840         43,605         -         -         -         -         342,445   

Time deposits and saving accounts (*)

  17      2,753,220         2,213,463         1,766,388         489,612         60,263         22,127         7,305,073   

Derivative financial instruments

  8      28,732         20,697         50,599         82,194         61,199         38,162         281,583   

Borrowings from financial institutions

  18      182,786         204,972         761,389         42,873         31,855         49,965         1,273,840   

Debt issued

  19      878         5,362         68,176         519,970         754,986         1,065,185         2,414,557   

(*)     Excludes term savings accounts totaling MCh$32,630 in 2013.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2013 and 2012 and for the years ended December 31, 2011, 2012 and 2013

 

NOTE 37 -    FOREIGN CURRENCY POSITION

Assets and liabilities denominated in foreign currencies or indexed to changes in exchange rates are summarized below:

 

    

Payable in

Foreign currency

    

Payable in

Chilean Peso (*)

     Total  
  

 

 

 
     12.31.13      12.31.12      12.31.12.13      12.31.12      12.31.13      12.31.12  
     ThUS$      ThUS$      ThUS$      ThUS$      ThUS$      ThUS$  

ASSETS

                 

Cash and due from banks

     1,466,885         818,436         -             -             1,466,885         818,436   

Cash in the process of collection

     66,520         55,572         -             -             66,520         55,572   

Trading portfolio financial assets

     742,214         218,875         -             -             742,214         218,875   

Investments under agreements to resell

     360,945         150         -             -             360,945         150   

Derivative financial instruments

     432,891         333,586         -             -             432,891         333,586   

Loans and receivables to customers and banks

     11,928,681         6,733,753         27,030         12,647         11,955,711         6,746,400   

Financial investments available-for-sale

     627,197         503,817         15,575         15,289         642,772         519,106   

Held to maturity investments

     434,813         198,009         -             -             434,813         198,009   

Investments other companies

     20,885         4,612         -             -             20,885         4,612.00   

Intangible assets

     675,690         48,508         -             -             675,690         48,508   

Property, plant and equipment, net

     117,650         19,714         -             -             117,650         19,714   

Current taxes

     -             -             -             -             -             -       

Deferred income taxes

     104,462         17,403         -             -             104,462         17,403   

Other assets

     186,623         80,430         -             -             186,623         80,430   
  

 

 

 
TOTAL ASSETS              17,165,456         9,032,865         42,605         27,936         17,208,061         9,060,801   
  

 

 

 

LIABILITIES

                 

Current accounts and demand deposits

     4,910,952         808,872         -             -             4,910,952         808,872   

Cash in the process of collection

     25,862         45,968         -             -             25,862         45,968   

Obligations under repurchase agreements

     507,882         28,080         -             -             507,882         28,080   

Time deposits and saving accounts

     6,011,191         4,899,334         2         2         6,011,193         4,899,336   

Derivative financial instruments

     298,169         209,508         -             -             298,169         209,508   

Borrowings from financial institutions

     2,420,399         2,024,432         -             -             2,420,399         2,024,432   

Debt issued

     1,387,464         161,869         -             -             1,387,464         161,869   

Other financial obligations

     2,131         3,276         1,180         2,970         3,311         6,246   

Current taxes

     34,973         18,077         -             -             34,973         18,077   

Deferred income taxes

     157,710         30,574         -             -             157,710         30,574   

Provisions

     152,679         113,939         -             -             152,679         113,939   

Other Liabilities

     299,884         60,157         -             -             299,884         60,157   
  

 

 

 
TOTAL LIABILITIES              16,209,296         8,404,086         1,182         2,972         16,210,478         8,407,058   
  

 

 

 

(*) Includes transactions denominated in foreign currencies but that are settled in pesos.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013

 

NOTE 38 -    SUBSEQUENT EVENTS

 

 

CORPBANCA

 

a)     Board of Directors

At the Board of Directors Meeting held on February 20, 2014, the Annual Shareholder Meeting was scheduled for March 13, 2014. At such meeting the dividend distribution of 57% of 2013 net income (local gaap) in the amount of MCh$88,403, equivalent to $0.26 dividend per share, was approved.

b)     Strategic Partnership between Itaú-Unibanco and Corpbanca

On January 29, 2014, Corpbanca has signed a “Transaction Agreement” with Inversiones Corp Group Interhold Limitada, Inversiones Saga Limitada (these last two together —CorpGroup||), Itaú-Unibanco Holding, S.A. (—Itaú-Unibanco||) and Banco Itaú Chile, by virtue of which these parties have agreed to a strategic partnership of their operations in Chile and Colombia, subject to the condition that authorizations are obtained previously from the corresponding regulators and the shareholders of Corpbanca and Banco Itau Chile, as indicated below.

This strategic partnership will be structured as a merger of Corpbanca and Banco Itau Chile in conformity with the aforementioned Transaction Agreement, detailed as follows:

1. Prior Acts. CorpGroup will dispose of the shares it directly or indirectly holds in Corpbanca, equivalent to 1.53% of the share capital of that bank and Banco Itaú Chile will increase its capital by US$652 million, by issuing shares that will be fully subscribed and paid by a fully-owned (direct or indirect) subsidiary of Itaú-Unibanco.

2. Merger. The merger of Corpbanca and Banco Itaú Chile, by which Corpbanca will absorb Banco Itau Chile to form an entity called “Itaú-Corpbanca” will be submitted for approval from the shareholders of both entities at extraordinary shareholders’ meetings. If the merger is approved, 172,048,565,857 shares of Corpbanca are expected to be issued, which represent 33.58% of the share capital of the merged bank, which will be distributed among the shareholders of Banco Itau Chile, while the current shareholders of Corpbanca will maintain 66.42% of the share capital of the merged bank. Thus, the number of shares will increase from 340,358,194,234 to 512,406,760,091 shares, which will be fully subscribed and paid.

3. Control. As a result of the merger, Itaú-Unibanco will become a shareholder of Corpbanca and as a result of the exchange of shares applicable to this merger, will acquire control of the merged bank in accordance with Articles 97 and 99 of Law 18,045 on Securities Markets, with CorpGroup conserving a considerable interest in the merged entity with 32.92% of the share capital and 33.5% of that capital in the market.

4. Colombia. In order to strengthen and consolidate the Bank’s operations in Colombia, subject to applicable restrictions under Colombian law, the merged bank will own 66.39% of the shares of Banco Corpbanca Colombia S.A., and will offer to acquire the remaining 33.61% of the shares that it does not own, which includes 12.38% currently owned indirectly by CorpGroup, which has committed to selling those shares. The price per share to be offered by Itaú-Corpbanca will be equal for all shareholders and correspond to the valuation given to Banco Corpbanca Colombia S.A. for the share exchange for the merger. The price for the 33.61% interest in Banco Corpbanca Colombia S.A., in the event they are sold, will be US$894 million. For the same objective, Itaú-Corpbanca will acquire Itaú BBA Colombia S.A., Corporación Financiera, the entity through which Itaú-Unibanco does business in that country. The price to be paid will be book value, based on the most recent financial statements reported to the banking regulator in Colombia.

5. Course of Business. Between the signing of the Transaction Agreement and the execution of the merger, the parties have agreed that both Corpbanca and Banco Itaú Chile have certain restrictions during that period, which consist fundamentally in continuing to conduct business in a way substantially similar to how they have been conducting business up to this point. The parties expect to close the transaction in Chile during 2014.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013

 

6. Shareholder Agreement. The Transaction Agreement contemplates, likewise, that when the transaction is closed in Chile, CorpGroup and Itaú-Unibanco will sign a shareholder agreement to regulate certain matters regarding the exercise of their political rights in Itaú-Corpbanca and matters regarding the transfer of shares:

 

   

It will establish that the Board of Directors of the merged bank has 11 standing members and two alternates. Of the directors that may be elected by the shareholders agreement between CorpGroup and Itaú-Unibanco, the majority will be proposed by Itaú-Unibanco, based on its shareholding and the remaining directors will be proposed by CorpGroup. The Chairman will be proposed by CorpGroup and the CEO by Itaú-Unibanco. Most committees with directors will be comprised of a majority of members proposed by Itaú-Unibanco, based on its shareholding.

 

   

Likewise, subject to current regulations, CorpGroup is committed to exercise its political rights in alignment with Itaú-Unibanco. CorpGroup will grant in favor of Itaú-Unibanco a pledge over 16.42% of the assets of the merged bank to guarantee the obligations undertaken in the shareholder agreement, with CorpGroup maintaining the right to exercise its political and economic rights that emanate from the pledged shares.

 

   

It will reflect the intention of the parties in the sense that the merged bank distribute all available profits for each year after ensuring certain capital adequacy levels so that Itaú-Corpbanca complies fully with regulatory requirements and industry best practices.

 

   

It will also impose certain non-complete obligations on CorpGroup and Itaú-Unibanco with respect to the merged bank.

 

   

Lastly, regarding the share transfer, it will establish a right of first offer, a right to join third-party sales and the obligation to join certain third-party sales. It will also establish in favor of CorpGroup a sale and purchase right over 6.6% of the shares of the merged bank as a short-term liquidity mechanism, and a sale right as an alternative to keeping its interest in the merged bank. In both cases, the price will be market price with no premium.

The close of the transaction contemplated in the Transaction Agreement is subject to obtaining the relevant regulatory authorizations as well as approval of the merger from shareholders of Corpbanca and Banco Itaú Chile in the respective extraordinary shareholders’ meetings that will be called to approve the merger.

The signing of the Transaction Agreement was approved by the Board of Directors of Corpbanca, based on a favorable report from the Directors’ Committee, complying with the other requirements established in Section XVI “On Operations with Related Parties Involving Publicly-Held Corporations and their Subsidiaries” in Law 18,046 on Corporations.

The matters described above do not involve any adjustments to the financial statements as of December 31, 2013. At this stage (May 15, 2014), the effects that this information will have on the results of Corpbanca cannot be quantified.

c)     Shareholder Litigation

A shareholder litigation captioned Cartica Management, LLC, et al. v. Corpbanca S.A., et al., was commenced on April 1, 2014, in the United States District Court for the Southern District of New York. Plaintiffs include minority shareholders, who own ADRs and other common shares. Other defendants include our directors and alternate directors, our CEO and CFO, CorpGroup, Saga and Mr. Saieh Bendeck. Plaintiffs allege that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, that certain individual defendants and CorpGroup violated Section 20(a) of the Exchange Act, and that CorpGroup, Saga and Mr. Saieh Bendeck violated Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-5 promulgated thereunder. Plaintiffs allege, among other things, that defendants have intentionally misrepresented and failed to disclose material facts concerning the pending Itaú Merger and the benefits CorpGroup and associated entities and individuals may receive in connection with the merger. Plaintiffs do not seek damages, but they purport to seek primarily declaratory and injunctive relief, including an injunction to prevent the Itaú Merger from proceeding. An adverse outcome to this litigation could require us to make additional disclosures relating to the Itaú Merger or prevent us from proceeding with it as contemplated.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013

 

 

CORREDORA DE BOLSA S.A.

 

a)     Board of Directors

At the Board of Directors Meeting held on March 12, 2014, the Annual Shareholder Meeting was scheduled for March 13, 2014. At such meeting was approved:

1.-Approval of the Annual Balance Sheet

2.-Approval of external auditors report

3.-Appointment of external auditors

4.-Distribution of profits

5.-Designation paar newspaper publications and citations

6.-Other matters within the competence of ordinary shareholders in accordance with the law and the bylaws

 

 

CORPBANCA ADMINISTRADORA GENERAL DE FONDOS

 

a)     Board of Directors

At the Board of Directors Meeting held on March 12, 2014, the Annual Shareholder Meeting was scheduled for March 13, 2014.

b)     Establishment of Guarantees

On January 10, 2014, the Entity established the following Bank Guarantees for General Fund Managers in order to guarantee faithful compliance of the company’s obligations to manage third-party assets and compensation for damages resulting from non-fulfillment of these obligations in accordance with article 22612 of Law 18,045. These policies are in effect from January 10, 2014 to January 10, 2015:

 

    Guarantee No.    Beneficiary    Coverage in UF   
  43824724   

Mutual Fund Corp Acciones Chilenas

     10.000   
  43825003   

Mutual Fund Corp Acciones Latinoamerica

     10.000   
  43825046   

Mutual Fund Corp Asia

     10.000   
  43825143   

Mutual Fund Corp Bonos Corporativos

     10.000   
  43825194   

Mutual Fund Corp Capital Balanceado

     10.000   
  43825224   

Mutual Fund Corp Capital Balanceado

     10.000   
  43825321   

Mutual Fund Corp Commodities

     10.000   
  43825380   

Mutual Fund Corp Deposito

     11.000   
  43826115   

Mutual Fund Corp Deuda Latam

     10.000   
  43825488   

Mutual Fund Corp Eficiencia

     10.000   
  43825500   

Mutual Fund Corp Emea

     10.000   
  43825534   

Mutual Fund Corp Europa

     10.000   
  43825569   

Mutual Fund Corp Investment A

     10.000   
  43825640   

Mutual Fund Corp Investment C

     10.000   
  43825674   

Mutual Fund Corp Investment D

     10.000   
  43825720   

Mutual Fund Corp Mas Futuro

     29.000   
  43825810   

Mutual Fund Corp Mas Ingreso

     10.000   
  43826077   

Mutual Fund Corp Mas Patrimonio

     25.000   
  43826794   

Mutual Fund Corp Mas Valor

     10.000   
  43826697   

Mutual Fund Corp Oportunidad

     70.000   
  43826565   

Mutual Fund Corp Oportunidad Dolar

     10.000   
  43825682   

Mutual Fund Corp Perfil Agresivo

     10.000   
  43826433   

Mutual Fund Corp Seleccion Nacional

     10.000   
  43826310   

Mutual Fund Corp Selecto

     26.000   
  43826190   

Mutual Fund Corp Selecto Global

     10.000   
  43826158   

Mutual Fund Corp Usa

     10.000   
  43824970   

Third-party portfolio management

     181.000   
  43825550   

Corp Europa I Private Investment Fund

     10.000   
  43825518   

Corp Europa II Private Investment Fund

     10.000   
  43825461   

Corp Inmobiliario I Private Investment Fund

     10.000   
  43825372   

Corp Inmobiliario II Private Investment Fund

     10.000   
  43825178   

Corp Usa Private Investment Fund

     10.000   
  43825127   

Corp Usa II Private Investment Fund

     10.000   
  43825020   

Corp Usa III Private Investment Fund

     10.000   
  43825232   

Corp Rentas Inmobiliarias Private Investment Fund

     10.000   

 

 

12 Fund managers must establish a guarantee in benefit of the fund to ensure compliance of its obligations to manage third-party assets. This guarantee must be established before the fund begins to operate until it completely ceases to exist. This guarantee will be for an initial amount of 10,000 UF and may be established in cash, or through a bank guarantee or insurance policy.

 

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CORPBANCA AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013

 

 

CORPBANCA COLOMBIA

 

a)     Notice of Takeover Bid for Preferential Dividend and Non-Voting Shares of Helm Bank S.A.

On January 23, 2014, the Colombian Stock Exchange (BVC) informed the general public of the final results of the takeover bid (TOB) described in Note 3 “Material Events” Section Corpbanca Colombia, which totaled 568,206,073 shares or 99.38% of the total (571,749,928).

On January 27, this transaction was paid as described in the note “Investments in Other Companies”, letter e), section iv) and Note 21 “Other Liabilities”, giving it a total interest of 99.7814% in Helm Bank.

b)     Merger between Banco Corpbanca Colombia S.A. and Helm Bank S.A.

On February 4, 2014, the legal representatives of Banco Corpbanca Colombia S.A., and Helm Bank S.A., loan entities headquartered in the city of Bogotá D.C., in compliance with article 57 of the Organic Statutes of the Financial System (hereinafter “EOSF”), notified their shareholders of the following:

 

1.

That on December 2, 2013, the Colombian Financial Superintendency gave early notice on the merger to be executed by these banks, by which Banco Corpbanca Colombia S.A. absorbed Helm Bank S.A., which would in turn be dissolved without being liquidated, so that its assets, rights and obligations could be acquired by Corpbanca Colombia. This notice was subscribed by legal representatives from both entities through a power of attorney.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013

 

2.

Reasons for the Merger. On August 6, 2013, for purposes of this merger, Corpbanca Colombia acquired 2,387,387,295 common shares of Helm Bank, which represent 58.89% of the outstanding common shares of that entity, and subsequently on August 29, 2013, it acquired 1,656,579,084 shares of the same type for a total of 4,043,966,379 shares, equivalent to 99.75% of these instruments and 87.42% of the total subscribed and paid capital of Helm Bank; likewise, on January 23, 2014, once the takeover bid acceptance period had concluded, the BVC awarded Corpbanca Colombia 568,206,073 Preferential Shares of Helm Bank, which represent 99.38% of these shares and 12.28% of the total subscribed and paid capital of Helm Bank, acquisitions that were carried out for the purposes of the merger and were previously authorized by the SFC in July 2013, giving it a 99.7814% interest. In order to comply with article 55 et seq. of the EOSF, these entities must complete the merger during the year following the date of the first acquisition of shares of Helm Bank by Corpbanca Colombia (i.e. before August 6, 2014).

 

3.

Administrative and Financial Conditions. As these banks are both loan establishments, the unification of their structures will create a more sound loan establishment, taking advantage of synergies that will maximize operating and administrative efficiency without neglecting customer service. Once the merger of Corpbanca Colombia has been completed, it will continue to comply with capital, solvency and equity regulations, as well as risk management practices in accordance with legal provisions.

 

4.

Valuation Method and Exchange Ratio. The methodology used to determine the value of the banks was the discounted dividend method (DDM)--a robust, efficient and reliable technical method that is widely accepted locally and internationally for valuing financial entities. The exchange ratio is determined as follows (information in COP$):

 

            

                  

Value per share of CORPBANCA COLOMBIA (X)

   :         $6,125,683   

Value per common or preferential dividend and non-voting share of HELM BANK (Y):

   :     $563,210   

Exchange ratio (X/Y)

   :     $10,876   

Once merged, based on the valuation of the shares of Corpbanca Colombia, for every 10.876 common shares and/or preferential dividend and non-voting shares of Helm Bank, its shareholders will receive one (1) share of Corpbanca Colombia. For this, Corpbanca Colombia will issue 1,239,863 common shares to fulfill the aforementioned exchange ratio at a value of $6,125.683 per share.

 

5.

Additional Information. The common shares that Corpbanca Colombia must issue in favor of the shareholders of Helm Bank must be issued in accordance with article 60-5 of the EOSF in order to comply with the aforementioned exchange ratio. This issuance will take place once the merger has been formalized and registered without needing issuance or takeover bid regulations or authorization from the Financial Superintendency. The fractions of shares that result from the exchange ratio may be negotiated or paid in cash by Corpbanca Colombia with a charge to the capital account, in accordance with article 60-5-2 of the EOSF beginning on the business day following the recording in public deed of the merger.

 

6.

Withdrawal Right. The shareholders may exercise their withdrawal right in conformity with article 62-4 of the EOSF.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013

 

7.

Inspection Right. As of February 4, 2014, the accounting records and other documents required by law, as well as the early notice of merger from the SFC, the merger commitment and other documents related to the merger process will be available to shareholders at the respective offices of the Secretary Generals of Corpbanca Colombia and Helm Bank located at Carrera 7 # 99-53 piso 19 and Carrera 7 # 27-18 piso 6 in Bogotá.

 The matters described above do not involve any adjustments to the financial statements as of December 31, 2013. As of May 15, 2014, the financial effects that this information will have on the results of the Entity cannot be quantified.

c)   Issuance of Subordinated Bonds

Towards the end of 2013, Banco Corpbanca Colombia, the International Finance Corporation (IFC), a member of the World Bank Group, and the IFC Capitalization Fund, a fund managed by IFC Asset Management Company, signed a document entitled “Note Purchase Agreement”, by which, subject to compliance of certain conditions, Banco Corpbanca Colombia will issue and the IFC Capitalization Fund will purchase subordinated bonds for US$ 170 million. Once issued, these floating rate notes will mature in 10 years, although the exact rate is not yet determined as of the issuance of these financial statements.

The net amount from the placement will be used by the Entity to increase loans in the market and finance other general corporate objectives.

The matters described above do not involve any adjustments to the financial statements as of December 31, 2013. At this stage, the financial effects that this information will have on the results of the Entity cannot be quantified.

d)   Tax Reform (Law 1607 of December 26, 2012).

 

¡  

Decree 2418 of 2013, which provides some of the regulations for Law 1607 of 2012, reduces withholding tax rates.

Article 94 of Law 1607 of 2012 amended 240 of the Tax Statute by decreasing from 33% to 25% the income tax rate for corporations, limited liability companies and other entities considered national entities in conformity with the law, including companies and other foreign entities of any nature that obtain income through branches or permanent establishments.

Thus, new withholding tax rates must be established for income taxes in order to make this reduction effective and guarantee the adequate flow of resources to the country in line with the new income tax rate and the changes introduced by Law 1607.

In accordance with articles 365, 366 and 395, the National Governor is authorized to establish withholding tax rates in order to facilitate, accelerate and ensure collection of income and complementary taxes.

The regulations bring about the following changes in 2014:

 

  -    They modify withholding at source for other concepts from 3.5% to 2.5% beginning January 1, 2014.
  -    Withholding at source for financial returns indicated in Decree 700 of 1997 is reduced from 7% to 4%.
  -    They create self-withholding of 2.5% on repo and simultaneous operations and temporary securities transfers.
  -    They create self-withholding of 2.5% on interest on active loan transactions.
  -    They modify the basis for calculating self-withholding of 11% on commissions.

The matters described above do not involve any adjustments to the financial statements as of December 31, 2013. At this stage, the financial effects that this information will have on the results of the Entity cannot be quantified. Furthermore, modifications are still being made to the aforementioned regulations.

In the period between January 1, and May 15, 2014, the date of issuance of these consolidated financial statements, there have been no other subsequent events that could materially affect the presentation and/or results of the financial statements.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2012 and 2013 and for the years ended December 31, 2011, 2012 and 2013

 

 

 

Juan Vargas Matta   Fernando Massú Tare
Accounting Manager   Chief Executive Officer

 

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